Madison Air Solutions Corp

EX-10.1 · madisoniaq7thamendment-s.htm

EX-10.1
 2
 madisoniaq7thamendment-s.htm
 EX-10.1

 Execution Version SEVENTH AMENDMENT TO CREDIT AND GUARANTY AGREEMENT THIS SEVENTH AMENDMENT TO CREDIT AND GUARANTY AGREEMENT (this “Amendment”) is dated as of June 4, 2026 and is entered into by MADISON IAQ LLC, a Delaware limited liability company (the “Borrower”), each other Credit Party, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (“Wells Fargo” and, in such capacity, “Administrative Agent”), Wells Fargo, as the New Incremental Term Lender (the “New Incremental Term Lender”), Purchasing Term Lender (as defined below) and the Consenting Lenders (as defined below) party hereto and is made with reference to that certain Credit and Guaranty Agreement, dated as of June 21, 2021 (as supplemented by that certain Joinder Agreement No. 1, dated as of July 26, 2021, as amended by that certain First Amendment to Credit and Guaranty Agreement, dated as of June 16, 2023, as amended by that certain Second Amendment to Credit and Guaranty Agreement, dated as of June 5, 2024, as amended by that certain Third Amendment to Credit and Guaranty Agreement, dated as of January 15, 2025, as amended by that certain Fourth Amendment and Joinder Agreement to Credit and Guaranty Agreement, dated as of May 6, 2025, as amended by that certain Fifth Amendment to Credit and Guaranty Agreement, dated as of November 6, 2025, as amended by that certain Sixth Amendment to Credit and Guaranty Agreement, dated as of March 20, 2026 and as may be further amended, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”; as amended pursuant to this Amendment, the “Amended Credit Agreement”). Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings ascribed thereto in the Amended Credit Agreement. W I T N E S S E T H: WHEREAS, pursuant to and in accordance with Section 2.24 of the Credit Agreement, (i) the Borrower has requested New Term Loan Commitments denominated in Dollars in an aggregate principal amount of $1,345,625,000 (such New Term Loan Commitments, the “2026 Repriced Incremental Term Loan Commitments”, and the loans funded thereunder, “2026 Repriced Incremental Term Loans”) from the Lenders set forth in Schedule I attached hereto under the caption “2026 Repriced Incremental Term Loan Commitments” (such lenders, the “2026 Repriced Incremental Term Lenders”) and (ii) the 2026 Repriced Incremental Term Lenders and the Administrative Agent have agreed, upon the terms and subject to the conditions set forth herein, that the 2026 Repriced Incremental Term Lenders will make Term Loans to the Borrower in the form of 2026 Repriced Incremental Term Loans and utilize cash on the balance sheet to refinance the 2025 Repriced Incremental Term Loans in full (the “Repricing”); WHEREAS, each Lender that holds 2025 Repriced Incremental Term Loans (the “2025 Repriced Incremental Term Lenders”) and executes and delivers a signature page to this Amendment (each, a “Consenting Incremental Repriced Term Lender”, and each such signature page, a “Lender Consent”) prior to the Seventh Amendment Effective Date (as defined below) shall have consented to the amendments to the Credit Agreement set forth in this Amendment, including the 2026 Repriced Incremental Term Loan Commitments, subject to the terms and conditions contained herein; WHEREAS, pursuant to and in accordance with the Amended Credit Agreement, to the extent any 2025 Repriced Incremental Term Lenders do not, or are unable to consent to the terms of this Amendment, including the 2026 Repriced Incremental Term Loan Commitments (each, a “Non-Consenting Incremental Term Lender”), the Borrower shall refinance the 2025 Repriced Incremental Term Loans of any such Non-Consenting Incremental Term Lenders with cash on the balance sheet and 2026 Repriced Incremental Term Loans provided by the New Incremental Term Lender pursuant to and in accordance with Section 2.24 of the Credit Agreement;

 2 WHEREAS, Wells Fargo has agreed to purchase (Wells Fargo, in such capacity, the “Purchasing Term Lender”) at par on the Seventh Amendment Effective Date all 2025 Repriced Incremental Term Loans held by each Consenting Incremental Repriced Term Lender that elects “Consent and Post-Close Settle” in its Lender Consent (each, a “Post-Close Settlement Consenting Lender”); WHEREAS, (i) the Administrative Agent, (ii) the Consenting Lenders and (iii) the New Incremental Term Lender (together, constituting the Requisite Lenders) are willing, on the terms and subject to the conditions set forth below, to enter into the amendments, modifications and agreements set forth in this Amendment and to give effect to the Repricing and the amendments contemplated hereby; NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: 1. Amendments. Upon the occurrence of the Seventh Amendment Effective Date, the Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the underlined text (indicated textually in the same manner as the following example: underlined text) as set forth in the pages of the Amended Credit Agreement attached as Exhibit A hereto, except that the Schedules and Exhibits to the Credit Agreement not amended pursuant to the terms of this Amendment shall remain in effect without any amendment or modification thereto. 2. Term Loan Incremental Joinders. (a) Each 2026 Repriced Incremental Term Lender acknowledges and agrees that, from and after the Seventh Amendment Effective Date, such 2026 Repriced Incremental Term Lender commits to provide its 2026 Repriced Incremental Term Loan Commitment as set forth on Schedule I attached hereto (the “Rollover Amount”) on the terms and subject to the conditions set forth herein, and shall be a “Secured Party”, “2026 Repriced Incremental Term Lender”, and “Lender” under, and for all purposes of, the Amended Credit Agreement and the other Credit Documents, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all the rights of a Lender thereunder. (b) (i) Each of the 2026 Repriced Incremental Term Loan Commitments shall be deemed to be a “Term Loan Commitment” and (ii) the Loans made under 2026 Repriced Incremental Term Loan Commitments shall be 2026 Incremental Term Loans and shall be deemed to be “Loans” and “Term Loans”. (c) Any existing 2025 Repriced Incremental Term Lender may elect for a “cashless roll” of 100% of its 2025 Repriced Incremental Term Loans into 2026 Repriced Incremental Term Loans (or such lesser amount as determined by the Administrative Agent in consultation with the Borrower) in the same principal amount by executing a Lender Consent attached hereto and delivering such Lender Consent to the Administrative Agent (such electing Lender, a “Rollover Lender”). It is understood and agreed that (i) simultaneously with the deemed making of the 2026 Repriced Incremental Term Loans by each Rollover Lender and the payment to such Rollover Lender of all accrued and unpaid interest and fees in respect of the 2025 Repriced Incremental Term Loan in respect of the Rollover Amount, such elected amount of the 2025 Repriced Incremental Term Loans held by such Rollover Lender shall be deemed to be extinguished, repaid and no longer outstanding and such Rollover Lender shall thereafter hold a 2026 Repriced Incremental Term Loan in an aggregate principal amount equal to such Rollover Lender’s Rollover Amount and (ii) no

 3 Rollover Lender shall receive any prepayment being made to other existing 2025 Repriced Incremental Term Lenders holding 2025 Repriced Incremental Term Loans from the proceeds of the 2026 Repriced Incremental Term Loans to the extent of such Rollover Lender’s Rollover Amount. (d) This Amendment shall be deemed to be a “Credit Document”, in each case for all purposes of the Amended Credit Agreement and the other Credit Documents. (e) Each Lender party hereto, as to itself, hereby agrees to waive any indemnity claim for breakage costs payable pursuant to Section 2.18(c) of the Amended Credit Agreement in connection with the prepayment or replacement of Incremental Term Loans contemplated hereby. 3. Requisite Lender Determination. Each Lender party hereto agrees that, for the purpose of determining the Requisite Lenders both prior to and after giving effect to the Repricing, it is consenting to the amendments set forth herein with respect to all of its Loans and Commitments outstanding under the Credit Agreement. 4. Representations and Warranties. In order to induce the other parties hereto to enter into this Amendment in the manner provided herein, each Credit Party which is a party hereto represents and warrants to the other parties hereto that: (a) each of the representations and warranties of the Borrower and each other Credit Party contained in Section 4 of the Credit Agreement and in each other Credit Document are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date; and (b) as of the date hereof and immediately after giving effect to this Amendment, the Credit Extension contemplated hereby and the application of the proceeds therefrom, no Default or Event of Default has occurred or is continuing. 5. Conditions to Effectiveness. The effectiveness of this Amendment is subject to the satisfaction or waiver of the following conditions (the time at which all such conditions are so satisfied or waived is referred to herein as the “Seventh Amendment Effective Date”): (a) The Administrative Agent shall have received (i) a fully executed and delivered Funding Notice for the 2026 Repriced Incremental Term Loans and (ii) a written notice of prepayment of the 2025 Repriced Incremental Term Loans and such prepayment of the 2025 Repriced Incremental Term Loans shall have occurred or shall occur substantially concurrently with the borrowing of the 2026 Repriced Incremental Term Loans. (b) The representations and warranties contained in Section 4 of the Credit Agreement and in the other Credit Documents shall be true and correct in all material respects on and as of the Seventh Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall

 4 not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof. (c) No event shall have occurred and be continuing or would immediately result from the consummation of this Amendment that would constitute an Event of Default or a Default. (d) The Administrative Agent shall have received a certificate of the Borrower signed by an Authorized Officer thereof, certifying that as of the Seventh Amendment Effective Date the conditions specified in paragraphs (b) and (c) above have been satisfied or waived (which may be in the form of a Funding Notice). (e) All fees required to be paid on the Seventh Amendment Effective Date pursuant to this Amendment and the Engagement Letter dated May 15, 2026, by and among the Borrower and Wells Fargo shall have been paid or will be paid concurrently with, or out of the proceeds of, the 2026 Repriced Incremental Term Loans. (f) The Administrative Agent shall have received, on behalf of itself and the Lenders, an opinion of Kirkland & Ellis LLP, special counsel for the Credit Parties, covering the matters as the Administrative Agent may reasonably request in connection with this Amendment. (g) The Administrative Agent shall have received a certificate of the Borrower and each Guarantor (signed by a person authorized by the resolution referred to in clause (iii) of paragraph (h) below) as of the Seventh Amendment Effective Date certifying that each copy document specified in paragraph (h) below relating to it is correct and complete, and the original of such copy document is in full force and effect and has not been amended or superseded as at a date no earlier than the Seventh Amendment Effective Date. (h) The Administrative Agent and the Joint Lead Arrangers (as defined below) shall have received, in respect of the Borrower and each Credit Party, (i) a copy of each Organizational Document, and, to the extent applicable, certified as of the Seventh Amendment Effective Date or a recent date prior thereto by the appropriate Governmental Authority; (ii) signature and incumbency certificates of the officers of such Credit Party; (iii) resolutions of the Board of Directors or similar governing body of such Credit Party approving and authorizing the execution, delivery and performance of this Amendment and the other documentation contemplated hereby, certified as of the Seventh Amendment Effective Date by its secretary or an assistant secretary or other Authorized Officer as being in full force and effect without modification or amendment; (iv) a good standing certificate (to the extent applicable in the relevant jurisdiction) from the applicable Governmental Authority of such Credit Party’s jurisdiction of incorporation, organization or formation, each dated within 30 days of the Seventh Amendment Effective Date; and (v) signature and incumbency certificates of one or more officers of the Borrower who are authorized to executed Funding Notices delivered under the Amended Credit Agreement. (i) The Administrative Agent shall have received a Solvency Certificate. (j) The Administrative Agent shall have received executed counterparts of this Amendment duly executed by the Borrower, each Guarantor, the Administrative Agent, each Consenting Lender, the Purchasing Term Lender and the New Incremental Term Lender, and the New Incremental Term Lender and Consenting Lenders shall, together, constitute the Requisite Lenders.

 5 (k) At least three Business Days prior to the Seventh Amendment Effective Date, the Lenders party hereto shall have received (i) all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001) the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a certification regarding beneficial ownership in relation to the Borrower as required by the Beneficial Ownership Regulation, in each case, to the extent such documentation, information or certification was requested no less than 10 Business Days prior to the Seventh Amendment Effective Date. (l) The Administrative Agent shall have received evidence satisfactory to it that, substantially concurrently with the effectiveness of this Amendment on the Seventh Amendment Effective Date, all accrued and unpaid interest and fees (if any) on the 2025 Repriced Incremental Term Loans outstanding immediately prior to the Seventh Amendment Effective Date shall have been paid to the Administrative Agent for the benefit of the applicable Lenders. 6. Acknowledgement. (a) The Borrower hereby confirms that each Credit Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Credit Documents the payment and performance of all Obligations (including all Obligations in respect of the 2026 Repriced Incremental Term Loans) under each of the Credit Documents to which it is a party. (b) The Borrower hereby acknowledges and agrees that each of the Credit Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. (c) The Borrower hereby acknowledges that it has reviewed the terms and provisions of this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment (including the 2026 Repriced Incremental Term Loans made by the 2026 Repriced Incremental Term Lenders) and acknowledges and agrees that each 2026 Repriced Incremental Term Lender (and any assignee thereof) is a “Secured Party” a “Term Lender” and a “Lender” for all purposes under the Credit Documents. 7. GOVERNING LAW; WAIVER OF JURY TRIAL. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK. 8. Jurisdiction; Waiver of Jury Trial. The provisions of Section 10.15 and 10.16 of the Credit Agreement pertaining to consent to jurisdiction, service of process, and waiver of jury trial are hereby incorporated by reference herein, mutatis mutandis. 9. Electronic Signature; Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a

 6 signature page of this Amendment by facsimile or by email as a “.pdf” or “.tif” attachment shall be effective as delivery of a manually executed counterpart of this Amendment. This Amendment may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. Any signature to this Amendment may be delivered by facsimile, electronic mail (including pdf) or any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the New York Electronic Signature and Records Act or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes to the fullest extent permitted by applicable law. For the avoidance of doubt, the foregoing also applies to any amendment, extension or renewal of this Amendment. 10. Effects on Credit Documents. (a) Except as specifically amended herein, the Credit Agreement shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. Except as otherwise expressly provided herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Secured Party or any Agent under any of the Credit Documents, nor constitute a waiver of any provision of the Credit Documents. This Amendment shall constitute a “Credit Document” for all purposes of the Amended Credit Agreement and the other Credit Documents. (b) The Borrower (on behalf of itself and each Guarantor) hereby (i) ratifies, confirms and reaffirms its liabilities, its payment and performance obligations (contingent or otherwise) and its agreements under the Amended Credit Agreement and the other Credit Documents and (ii) acknowledges, ratifies and confirms that such liabilities, obligations and agreements constitute valid and existing Obligations under the Amended Credit Agreement, in each case, to the extent the Borrower or such Guarantor is a party thereto. In addition, the Borrower (on behalf of itself and each Guarantor) hereby ratifies, confirms and reaffirms (i) the liens and security interests granted, created, confirmed and perfected under the Collateral Documents and any other Credit Documents and (ii) that each of the Collateral Documents to which it is a party remain in full force and effect notwithstanding the effectiveness of this Amendment. Without limiting the generality of the foregoing, the Borrower further agrees (A) that any reference to “Obligations” contained in any Collateral Documents shall include, without limitation, the “Obligations” as such term is defined in the Amended Credit Agreement and (B) that the related guarantees, grants and confirmations of security contained in such Collateral Documents shall include and extend to such Obligations. This Amendment shall not constitute a modification of the Credit Agreement, except as specified under Section 1 hereto, or a course of dealing with any Agent or any Lender at variance with the Credit Agreement such as to require further notice by any Agent or any Lender to require strict compliance with the terms of the Credit Agreement and the other Credit Documents in the future, except as expressly set forth herein. This Amendment contains the entire agreement among the Borrower, the Administrative Agent and the Consenting Lenders contemplated by this Amendment. The Borrower does not have any knowledge of any challenge to any Agent’s or any Lender’s claims arising under the Credit Documents or the effectiveness of the Credit Documents. The Administrative Agent and the Lenders reserve all rights, privileges and remedies under the Credit Documents. Nothing in this Amendment is intended, or shall be construed, to constitute a novation or an accord and satisfaction of any of the Obligations or to modify, affect or impair the perfection, priority or continuation of the security interests in, security titles to or other Liens on any Collateral for the Obligations.

 7 11. Expenses. The Borrower agrees to pay or reimburse the Administrative Agent and the other Agents for all reasonable and out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication, administration and execution of this Amendment and the related Credit Documents, including the reasonable fees, disbursements and other charges of counsel, in accordance with Section 10.2 of the Credit Agreement. 12. Severability. If any provision of this Amendment is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Amendment 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. 13. Headings. Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or to be taken into consideration in interpreting, this Amendment. 14. Conflicts. In the event of any conflict between the terms of this Amendment and the terms of the Credit Agreement or any of the other Credit Documents, the terms of this Amendment shall govern. 15. Bookrunners Other Agents; Joint Lead Arrangers and Managers. The Borrower hereby appoints Wells Fargo Securities, LLC, Barclays Bank PLC, Citibank, N.A., Goldman Sachs Bank, USA, Sumitomo Mitsui Banking Corporation, BofA Securities, Inc., CIBC World Markets Corp., Banco Santander, S.A., New York Branch, U.S. Bank National Association, Capital One, National Association, Fifth Third Bank, National Association, PNC Bank, National Association and Truist Securities, Inc. as the joint lead arrangers in connection with this Amendment (in such capacities, collectively, the “Joint Lead Arrangers”). The Joint Lead Arrangers shall have no right, power, obligation, liability, responsibility or duty under this Amendment other than those applicable to all Lenders as such. Without limiting the foregoing, the Joint Lead Arrangers so identified shall not have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders or other Persons so identified in deciding to enter into this Amendment or in taking or not taking action hereunder. [SIGNATURE PAGES FOLLOW]

 [Signature Page to Amendment to Credit Agreement] IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first written above. MADISON IAQ LLC, as the Borrower By: ____________________________ Name: JJ Foley Title: President

 NORTEK INTERNATIONAL, INC. ACOUSTIFLO, LTD. MADISON IAQ II LLC LG DELTA LLC NEVADA HOLDCO CORP. BNSS LP LLC By: ____________________________ Name: JJ Foley Title: President NORTEK GLOBAL HVAC LATIN AMERICA, INC. NORTEK AIR SOLUTIONS, LLC BAFCO GLOBAL, LLC DELTA T, LLC BROAN-NUTONE LLC ZEPHYR VENTILATION, LLC BIG ASS HOLDING, LLC REZNOR LLC NOVELTECH, INC. NOVELAIRE TECHNOLOGIES, L.L.C. NORTEK, INC. DRI-STEEM CORPORATION EWC CONTROLS, LLC RESEARCH PRODUCTS CORPORATION By: ____________________________ Name: JJ Foley Title: Vice President

 THERMA-STOR HOLDINGS II LLC THERMA-STOR LLC SPECIFIED AIR HOLDINGS LLC CONTROLLED ENVIRONMENTS HOLDINGS II LLC CONTROLLED ENVIRONMENTS HOLDINGS LLC STERIL-AIRE LLC AIRXCHANGE, INC. UNITED COOLAIR LLC UV RESOURCES, LLC SPECIFIED AIR SOLUTIONS HOLDINGS, LLC ROBERTS-GORDON LLC RAPID ENGINEERING LLC ADDISON HVAC LLC DEHUMIDIFIED AIR SOLUTIONS CORPORATION LLC POOLPAK ZHONGSHAN HOLDINGS, LLC HEATEX, INC. By: ____________________________ Name: Mike Kenning Title: Vice President and Treasurer

 [Signature Page to Seventh Amendment to Credit Agreement] CONSENTED TO AND AGREED: WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, the Purchasing Term Lender, the New Incremental Term Lender and a Consenting Lender By: ____________________________ Authorized Signatory

 [Additional 2026 Repriced Incremental Term Lender and Consenting Lender Signature Pages on File with the Administrative Agent]

 Exhibit A [see attached]

 Execution Version Exhibit A REVOLVING CREDIT FACILITY CUSIP: 55759VAC2 INITIAL TERM LOAN FACILITY CUSIP: 55759VAB4 2025 INCREMENTAL TERM LOAN FACILITY CUSIP: 55759VAD0 DEAL CUSIP: 55759VAA6 2025 REPRICED INCREMENTAL TERM LOAN FACILITY CUSIP: 55759VAE8 2026 REPRICED INCREMENTAL TERM LOAN FACILITY CUSIP: 55759VAG3 CREDIT AND GUARANTY AGREEMENT dated as of June 21, 2021 as supplemented by the Joinder Agreement No. 1 to Credit and Guaranty Agreement, dated as of July 26, 2021, the First Amendment to Credit and Guaranty Agreement, dated as of June 16, 2023, the Second Amendment to Credit and Guaranty Agreement, dated as of June 5, 2024, the Third Amendment to Credit and Guaranty Agreement, dated as of January 15, 2025, the Fourth Amendment and Joinder Agreement to Credit and Guaranty Agreement, dated as of May 6, 2025, the Fifth Amendment to Credit and Guaranty Agreement, dated as of November 6, 2025 and, the Sixth Amendment and Joinder Agreement to Credit and Guaranty Agreement, dated as of the SixthMarch 20, 2026 and the Seventh Amendment to Credit and Guaranty Agreement, dated as of the Seventh Amendment Effective Date among MADISON IAQ LLC, as Borrower, MADISON IAQ II LLC, as Holdings, CERTAIN SUBSIDIARIES OF MADISON IAQ LLC, as Guarantors, VARIOUS LENDERS, WELLS FARGO SECURITIES, LLC and BARCLAYS BANK PLC, CITIBANK, N.A., GOLDMAN SACHS BANK USA, SUMITOMO MITSUI BANKING CORPORATION, BOFA SECURITIES, INC., CIBC WORLD MARKETS CORP., BANCO SANTANDER, S.A., NEW YORK BRANCH, U.S. BANK NATIONAL ASSOCIATION, CAPITAL ONE, NATIONAL ASSOCIATION, FIFTH THIRD BANK, NATIONAL ASSOCIATION, PNC BANK, NATIONAL ASSOCIATION AND TRUIST SECURITIES, INC., 1 #4903-7233-6530

 as Joint Lead Arrangers and Joint Lead Bookrunners, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent 2 #4903-7233-6530

 TABLE OF CONTENTS Page SECTION 1. DEFINITIONS AND INTERPRETATION 2 1.1. Definitions 2 1.2. Accounting Terms 91 1.3. Interpretation, Etc. 91 1.4. Rates 91 1.5. Limited Condition Transactions 92 1.6. References to Agreements, Laws, Etc. 93 1.7. Compliance with Certain Sections 93 1.8. Divisions 94 1.9. Exchange Rates; Currency Equivalents. 94 1.10. Additional Alternative Currencies. 94 1.11. Cashless Settlement 96 SECTION 2. LOANS AND LETTERS OF CREDIT 96 2.1. Term Loans 96 2.2. Revolving Loans 97 2.3. [Reserved] 99 2.4. Issuance of Letters of Credit and Bank Guarantees and Purchase of Participations Therein 99 2.5. Pro Rata Shares; Availability of Funds 104 2.6. Use of Proceeds 105 2.7. Evidence of Debt; Register; Lenders’ Books and Records; Notes 106 2.8. Interest on Loans 107 2.9. Conversion/Continuation 109 2.10. Default Interest 110 2.11. Fees 110 2.12. Scheduled Payments 111 2.13. Voluntary Prepayments 112 2.14. Mandatory Prepayments 115 2.15. Application of Prepayments/Reductions 118 2.16. General Provisions Regarding Payments 120 2.17. Ratable Sharing 122 2.18. Making or Maintaining Term SOFR Rate Loans and Term CORRA Loans 123 2.19. Increased Costs; Capital Adequacy 126 2.20. Taxes; Withholding, Etc. 128 2.21. Obligation to Mitigate 132 2.22. Defaulting Lenders 132 2.23. Removal or Replacement of a Lender 135 2.24. Incremental Facilities 137 2.25. Extensions of Loans 142 2.26. [Reserved] 146 2.27. Alternative Currencies 146 2.28. Alternate Rate of Interest 146 i #4903-7233-6530

 SECTION 3. CONDITIONS PRECEDENT 148 3.1. Effective Date 148 3.2. Conditions to Each Credit Extension 152 SECTION 4. REPRESENTATIONS AND WARRANTIES 153 4.1. Organization; Requisite Power and Authority; Qualification 153 4.2. Subsidiaries 154 4.3. Due Authorization 154 4.4. No Conflict 154 4.5. Governmental and Third Party Consents 154 4.6. Binding Obligation 154 4.7. Historical Financial Statements 154 4.8. [Reserved] 155 4.9. No Material Adverse Effect 155 4.10. Adverse Proceedings, Etc. 155 4.11. Payment of Taxes 155 4.12. Properties 155 4.13. Environmental Matters 156 4.14. Governmental Regulation 156 4.15. Federal Reserve Regulations; Exchange Act 156 4.16. [Reserved] 156 4.17. Employee Benefit Plans 156 4.18. [Reserved] 157 4.19. Solvency 157 4.20. [Reserved] 157 4.21. Disclosure 157 4.22. Compliance with Statutes, etc. 157 4.23. Use of Proceeds 158 4.24. Collateral Documents 158 4.25. [Reserved] 159 4.26. Intellectual Property 159 SECTION 5. AFFIRMATIVE COVENANTS 159 5.1. Financial Statements and Other Reports 159 5.2. Existence 162 5.3. Payment of Taxes 162 5.4. Maintenance of Properties 163 5.5. Insurance 163 5.6. Books and Records; Inspections 163 5.7. [Reserved] 164 5.8. Compliance with Laws 164 5.9. [Reserved] 164 5.10. Additional Guarantors and Grantors 164 5.11. Additional Material Real Estate Assets 165 5.12. Further Assurances 166 5.13. Maintenance of Ratings 166 5.14. Designation of Subsidiaries 166 5.15. Post-Closing Deliverables 167 ii #4903-7233-6530

 5.16. Use of Proceeds 167 5.17. ERISA 167 5.18. Conduct of Business 167 5.19. Fiscal Year 167 5.20. Transactions with Shareholders and Affiliates 167 SECTION 6. NEGATIVE COVENANTS 168 6.1. Indebtedness 169 6.2. Liens 175 6.3. [Reserved] 178 6.4. Restricted Junior Payments 178 6.5. Restrictions on Subsidiary Distributions 181 6.6. Investments 182 6.7. Financial Covenant 185 6.8. Fundamental Changes; Disposition of Assets; Acquisitions 186 6.9. Disposal of Subsidiary Interests 189 6.10. Sales and Lease-Backs 189 6.11. Permitted Activities 189 SECTION 7. GUARANTY 190 7.1. Guaranty of the Obligations 190 7.2. Contribution by Guarantors 190 7.3. Payment by Guarantors 191 7.4. Liability of Guarantors Absolute 191 7.5. Waivers by Guarantors 193 7.6. Guarantors’ Rights of Subrogation, Contribution, Etc. 194 7.7. Subordination of Other Obligations 195 7.8. Continuing Guaranty 195 7.9. Authority of Guarantors or Borrower 195 7.10. Financial Condition of Borrower 195 7.11. Bankruptcy, Etc. 196 7.12. Discharge of Guaranty Upon Sale of Guarantor 196 7.13. Keepwell 196 SECTION 8. EVENTS OF DEFAULT 197 8.1. Events of Default 197 8.2. Borrower’s Right to Cure 201 8.3. Expired Default; Default Cure; Judicial Extension; Net Short Lenders 202 SECTION 9. AGENTS 206 9.1. Appointment of Agents 206 9.2. Powers and Duties 206 9.3. General Immunity 207 9.4. Agents Entitled to Act as Lender 209 9.5. Lenders’ Representations, Warranties and Acknowledgment 210 9.6. Right to Indemnity 210 9.7. Successor Administrative Agent and Collateral Agent 211 9.8. Exclusive Right to Enforce Rights and Remedies. 213 9.9. Collateral Documents and Guaranty 214 9.10. Withholding Taxes 216 iii #4903-7233-6530

 9.11. Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim 216 9.12. Certain ERISA Matters 217 9.13. Acknowledgement Regarding any Supported QFCs 219 9.14. Erroneous Payment 219 9.15. Non-Reliance on Administrative Agent and Other Lenders. 222 9.16. No Other Duties, Etc. 223 SECTION 10. MISCELLANEOUS 223 10.1. Notices 223 10.2. Expenses 225 10.3. Indemnity 225 10.4. Set-Off 226 10.5. Amendments and Waivers 227 10.6. Successors and Assigns; Participations 230 10.7. Independence of Covenants 238 10.8. Survival of Representations, Warranties and Agreements 238 10.9. No Waiver; Remedies Cumulative 239 10.10. Marshalling; Payments Set Aside 239 10.11. Severability 239 10.12. Obligations Several; Independent Nature of Lenders’ Rights 239 10.13. Headings 240 10.14. APPLICABLE LAW 240 10.15. CONSENT TO JURISDICTION 240 10.16. WAIVER OF JURY TRIAL 241 10.17. Confidentiality 241 10.18. Usury Savings Clause 243 10.19. Effectiveness; Counterparts 243 10.20. Entire Agreement 243 10.21. PATRIOT Act 243 10.22. Electronic Execution of Assignments and Certain Other Documents 244 10.23. No Fiduciary Duty 244 10.24. Intercreditor Agreement 244 10.25. Acknowledgement and Consent to Bail-In of Affected Financial Institutions 245 iv #4903-7233-6530

 v #4903-7233-6530 A-2 Conversion/Continuation Notice Notice Addresses 5.14 A-2 A-3 Unrestricted Subsidiaries Issuance Notice B-1 Term Loan Note 5.15 Revolving Commitments and Letter of Credit Commitments B-2 Post-Closing Deliverables Revolving Loan Note A-1 C Compliance Certificate 5.20 D Certain Affiliate Transactions Assignment Agreement E Certificate re Non-Bank Status 6.1 SCHEDULES: F-1 Certain Indebtedness Effective Date Certificate F-2 Solvency Certificate Term Loan Commitments 6.2 G Certain Liens Counterpart Agreement A-3 H Pledge and Security Agreement 6.5 I Certain Restrictions on Subsidiary Distributions Mortgage Existing Letters of Credit 4.2 J Intercompany Note 6.6 Subsidiaries K Certain Investments Joinder Agreement L Modified Dutch Auction Procedures M-1 Form of U.S. Tax Compliance Certificate for Foreign Lenders that are not Partnerships M-2 4.12 Form of U.S. Tax Compliance Certificate for Foreign Participants that are not Partnerships EXHIBITS: A-1 M-3 Real Estate Assets Form of U.S. Tax Compliance Certificate for Foreign Participants that are Partnerships Funding Notice B M-4 Form of U.S. Tax Compliance Certificate for Foreign Lenders that are Partnerships APPENDICES:

 CREDIT AND GUARANTY AGREEMENT This CREDIT AND GUARANTY AGREEMENT, dated as of June 21, 2021, is entered into by and among MADISON IAQ LLC, a Delaware limited liability company (the “Borrower”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, MADISON IAQ II LLC, a Delaware limited liability company (“Holdings”), the Lenders party hereto from time to time, WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”) and as Collateral Agent (together with its permitted successor in such capacity, “Collateral Agent”). RECITALS: WHEREAS, capitalized terms used in these recitals shall have the respective meanings set forth for such terms in Section 1.1 hereof; WHEREAS, pursuant to that certain Share Purchase Agreement, dated as of April 18, 2021, by and between Nevada UK Holding Limited, a private limited company incorporated in England and Wales, Nevada Holdco Corp., a Delaware corporation (the “Target”), the Borrower and Madison Industries US Holdings Corporation (for the limited purposes set forth therein) (as amended, restated, supplemented or as otherwise modified from time to time as not prohibited hereunder, together with all exhibits, annexes, schedules and disclosure letters thereto, collectively, the “Acquisition Agreement”), the Borrower, a subsidiary of Madison Industries US Holdings Corporation, intends to purchase (the “Acquisition”) the Shares (as defined in the Acquisition Agreement) from Nevada UK Holding Limited and thereby acquire all the outstanding equity interests of the Target; WHEREAS, the Borrower will issue (x) senior unsecured notes due 2029 pursuant to Rule 144A private placement under the Securities Act of 1933, as amended and the Senior Unsecured Notes Indenture generating aggregate gross proceeds of up to $1,035,000,000 (the “Senior Unsecured Notes”) and (y) senior secured notes due 2028 pursuant to Rule 144A private placement under the Securities Act of 1933, as amended and the Senior Secured Notes Indenture generating aggregate gross proceeds of up to $700,000,000 (the “Senior Secured Notes”); WHEREAS, in connection with the foregoing, all amounts outstanding (other than contingent obligations) under (i) that certain Credit Agreement, dated as of December 19, 2018, among Specified Air Solutions Holdings, LLC, each borrower and loan party party thereto, the various financial institutions party thereto as lenders and CIBC Bank USA as administrative agent and (ii) that certain Amended and Restated Credit Agreement, dated as of September 9, 2020, by and among Therma-Stor LLC, each borrower and loan party party thereto, the various financial institutions party thereto as lenders and CIBC Bank USA as administrative agent (the “Existing Credit Agreements”) will be repaid and all commitments and obligations in respect thereof will be terminated and all liens and guarantees in respect of the foregoing will be released (or arrangements for such termination and release reasonably satisfactory to the 1 #4903-7233-6530

 Administrative Agent will be made) (collectively, the “Refinancing” and, together with the Acquisition and the transactions described above, the “Transactions”); WHEREAS, in connection with the foregoing, (i) the Borrower has requested and the Lenders have agreed to extend credit in the form of (a) an initial senior secured first lien term loan facility to the Borrower on the Effective Date in an aggregate principal amount not to exceed $1,825,000,000 and (b) a senior secured first lien revolving credit facility made available to the Borrower at any time and from time to time prior to the Revolving Commitment Termination Date in Dollars and Alternative Currencies, in an aggregate principal amount at any time outstanding not in excess of $200,000,000 less the aggregate Letter of Credit Usage at such time and (ii) the Borrower has requested the Issuing Banks to issue Letters of Credit at any time and from time to time prior to the Revolving Commitment Termination Date, in Dollars and Alternative Currencies, in an aggregate stated amount at any time outstanding not in excess of the Letter of Credit Sublimit; WHEREAS, on the Effective Date, the proceeds of the Initial Term Loans will be used by the Borrower, together with (i) the proceeds of the Senior Unsecured Notes and Senior Secured Notes, (ii) up to $25,000,000 of the proceeds of the Revolving Loans, (iii) the proceeds of the Equity Contribution and (iv) cash on hand of the Borrower and its Subsidiaries, to effect the Acquisition, to consummate the Refinancing and to pay the Transaction Costs; WHEREAS, the Lenders and the Issuing Banks are willing to make available to the Borrower the Credit Facilities upon the terms and subject to the conditions set forth herein. NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows: SECTION 1. DEFINITIONS AND INTERPRETATION 1.1. Definitions. The following terms used herein, including in the preamble, recitals, exhibits and schedules hereto, shall have the following meanings: “2025 Incremental Revolving Commitment” means the commitment of a Lender to make or otherwise fund a 2025 Incremental Revolving Loan and “2025 Incremental Revolving Commitments” means such commitments of all Lenders in the aggregate. The amount of each Lender’s 2025 Incremental Revolving Commitment, if any, is set forth on Appendix A-2 to the Fourth Amendment, subject to any adjustment or reduction pursuant to the terms and conditions hereof and thereof. The aggregate amount of the 2025 Incremental Revolving Commitments as of the Fourth Amendment Effective Date is $340,000,000. The aggregate amount of the 2025 Incremental Revolving Commitments immediately after giving effect to the Sixth Amendment Effective Date is $0. “2025 Incremental Revolving Lender” means any Lender that holds a 2025 Incremental Revolving Commitment and/or a 2025 Incremental Revolving Loan outstanding hereunder. 2 #4903-7233-6530

 “2025 Incremental Revolving Loans” means the New Incremental Revolving Loans implemented pursuant to the Fourth Amendment on the Fourth Amendment Effective Date. The aggregate amount of the 2025 Incremental Revolving Loans immediately after giving effect to the Sixth Amendment Effective Date is $0. “2025 Incremental Term Lender” means any Lender that holds a 2025 Incremental Term Loan and/or a 2025 Incremental Term Loan Commitment outstanding hereunder. “2025 Incremental Term Loan Commitment” means the commitment of a Lender to make or otherwise fund a 2025 Incremental Term Loan and “2025 Incremental Term Loan Commitments” means such commitments of all Lenders in the aggregate. The amount of each Lender’s 2025 Incremental Term Loan Commitment, if any, is set forth on the Fourth Amendment, subject to any adjustment or reduction pursuant to the terms and conditions hereof and thereof. The aggregate amount of the 2025 Incremental Term Loan Commitments as of the Fourth Amendment Effective Date is $1,750,000,000. The aggregate amount of the 2025 Incremental Term Loan Commitments as of the Fifth Amendment Effective Date is $0. “2025 Incremental Term Loan Installment” as defined in Section 2.12(b). “2025 Incremental Term Loans” means the New Term Loans made on the Fourth Amendment Effective Date. The aggregate amount of the 2025 Incremental Term Loans immediately after giving effect to the Fifth Amendment Effective Date is $0. “2025 Repriced Incremental Term Loan Commitments” means the commitment of a Lender to make or otherwise fund a 2025 Repriced Incremental Term Loan on the Fifth Amendment Effective Date and “2025 Repriced Incremental Term Loan Commitments” means such commitments of all Lenders in the aggregate. The amount of each Lender’s 2025 Repriced Incremental Term Loan Commitment, if any, is set forth on the Fifth Amendment, subject to any adjustment or reduction pursuant to the terms and conditions hereof and thereof. The aggregate amount of the 2025 Repriced Incremental Term Loan Commitments as of the Fifth Amendment Effective Date is $1,595,625,000. The aggregate amount of the 2025 Repriced Incremental Term Loan Commitments as of the Seventh Amendment Effective Date is $0. “2025 Repriced Incremental Term Loan Installment” as defined in Section 2.12. “2025 Repriced Incremental Term Loans” means the New Term Loans made on the Fifth Amendment Effective Date. The aggregate amount of the 2025 Repriced Incremental Term Loans immediately after giving effect to the Fifth Amendment Effective Date is $1,595,625,000. The aggregate amount of the 2025 Repriced Incremental Term Loans immediately after giving effect to the Seventh Amendment Effective Date is $0. “2026 Incremental Revolving Commitment” means the commitment of a Lender to make or otherwise fund a 2026 Incremental Revolving Loan and “2026 Incremental Revolving Commitments” means such commitments of all Lenders in the aggregate. The 3 #4903-7233-6530

 amount of each Lender’s 2026 Incremental Revolving Commitment, if any, is set forth on Appendix A-2 to the Sixth Amendment, subject to any adjustment or reduction pursuant to the terms and conditions hereof and thereof. The aggregate amount of the 2026 Incremental Revolving Commitments as of the Sixth Amendment Effective Date is $1,300,000,000. “2026 Incremental Revolving Lender” means any Lender that holds a 2026 Incremental Revolving Commitment and/or a 2026 Incremental Revolving Loan outstanding hereunder. “2026 Incremental Revolving Loans” means the New Incremental Revolving Loans implemented pursuant to the Sixth Amendment on the Sixth Amendment Effective Date. “2026 Repriced Incremental Term Loan Commitments” means the commitment of a Lender to make or otherwise fund a 2026 Repriced Incremental Term Loan on the Seventh Amendment Effective Date and “2026 Repriced Incremental Term Loan Commitments” means such commitments of all Lenders in the aggregate. The amount of each Lender’s 2026 Repriced Incremental Term Loan Commitment, if any, is set forth on the Seventh Amendment, subject to any adjustment or reduction pursuant to the terms and conditions hereof and thereof. The aggregate amount of the 2026 Repriced Incremental Term Loan Commitments as of the Seventh Amendment Effective Date is $1,345,625,000. “2026 Repriced Incremental Term Loan Installment” as defined in Section 2.12. “2026 Repriced Incremental Term Loans” means the New Term Loans made on the Seventh Amendment Effective Date. The aggregate amount of the 2026 Repriced Incremental Term Loans immediately after giving effect to the Seventh Amendment Effective Date is $1,345,625,000. “Acceptable Intercreditor Agreement” means (i) the Intercreditor Agreement or (ii) an intercreditor agreement in form and substance reasonably acceptable to the Administrative Agent. “Acquisition” as defined in the recitals hereto. “Acquisition Agreement” as defined in the recitals hereto. “Acquisition Consideration” means the purchase consideration for any Permitted Acquisition and all other payments by the Borrower or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests (of the Borrower) or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency (provided that if such contingency does not ultimately occur, such future payment shall be disregarded for purposes of calculating the “Acquisition Consideration”), and includes any and all payments representing the purchase price and any assumptions of 4 #4903-7233-6530

 Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business as recorded in accordance with GAAP. “Acquisition Costs” means the fees, costs and expenses payable by the Borrower or any of its Subsidiaries in connection with the Acquisition. “Additional Permitted Debt” means Indebtedness of the Borrower or any other Credit Party consisting of the issuance of senior secured first lien or junior lien loans or notes, subordinated loans or notes or senior unsecured loans or notes, in each case in respect of the issuance of notes, issued in a public offering, Rule 144A or other private placement or bridge financing in lieu of the foregoing, or secured or unsecured “mezzanine” debt, secured by the Collateral (if at all) on a pari passu basis with the Obligations, which Indebtedness is made in lieu of New Incremental Revolving Loan Commitments, New Term Loan Commitments and/or New Term Loans pursuant to an indenture, loan agreement, credit agreement, note purchase agreement or otherwise; provided that: (i) the aggregate principal amount of all Additional Permitted Debt issued pursuant to this Agreement shall not, together with any New Incremental Revolving Loan Commitments, New Term Loan Commitments and/or New Term Loans issued prior to or substantially simultaneously with such Additional Permitted Debt, exceed: (A) the Available Incremental Amount plus, (B) with respect to any unsecured Additional Permitted Debt, an additional amount at any time such that, after giving effect to the incurrence of such amount (but excluding any concurrent incurrence of Indebtedness pursuant to the Fixed Incremental Amount or the Revolving Loans), (1) the Interest Coverage Ratio as of the last day of the most recently ended Test Period is either (x) not less than 2.00:1.00 or (y) not less than the Interest Coverage Ratio immediately prior to such incurrence or (2) the Total Net Leverage Ratio as of the last day of the most recently ended Test Period does not exceed either (x) 6.30:1.00 or (y) the Total Net Leverage Ratio immediately prior to such incurrence, in each case, calculated on a Pro Forma Basis, (ii) except with respect to the Inside Maturity Exception, such Additional Permitted Debt secured on a pari passu basis with the Obligations shall not have a weighted average life to maturity shorter than that remaining of the Term Loans and shall mature no earlier than the final Maturity Date of the Term Loans; provided, that in the case of unsecured, subordinated or junior secured Indebtedness, such Additional Permitted Debt shall mature no earlier than 91 days after the final Maturity Date of the Term Loans, (iii) such Additional Permitted Debt shall not be subject to any Guaranty by any affiliate of a Credit Party unless such Person also Guaranties the Obligations, 5 #4903-7233-6530

 (iv) such Additional Permitted Debt will not be secured by any Collateral that does not secure the Term Loans, (v) if such Additional Permitted Debt is Qualified Term Loans, such Additional Permitted Debt shall be subject to the MFN Provision, (vi) all Additional Permitted Debt that is secured shall be subject to an Acceptable Intercreditor Agreement, and (vii) the terms of such Additional Permitted Debt shall (x) reflect market terms at the time of incurrence or issuance thereof (as determined by the Borrower and the lenders or financing sources providing such Additional Permitted Debt), it being understood that no financial maintenance covenant shall be added for the benefit of any such Additional Permitted Debt unless such financial maintenance covenant is also added for the benefit of the Revolving Loans remaining outstanding after the issuance or incurrence of such Additional Permitted Debt or (y) be reasonably satisfactory to the Administrative Agent (it being understood that (1) to the extent that any financial maintenance covenant is added for the benefit of any such Additional Permitted Debt, no consent shall be required by the Administrative Agent or any of the Lenders if such financial maintenance covenant is also added for the benefit of the remaining outstanding Revolving Loans and (2) no consent shall be required by the Administrative Agent or any of the Lenders if any covenants are only applicable after the Latest Maturity Date). “Adjusted Term SOFR Rate” means, for any Interest Rate Determination Date with respect to an Interest Period for a Term SOFR Rate Loan, an interest rate per annum equal to (a) the Term SOFR Rate, plus (b) the Term SOFR Adjustment. Notwithstanding the foregoing, (x) the Adjusted Term SOFR Rate (or any alternate or successor benchmark rate of interest (including, without limitation, Daily Simple SOFR)) shall at no time be less than (i)(i) 0.00% per annum with respect to any Revolving Loan and (ii) 0.50% per annum with respect to any Initial Term Loan, 2025 Incremental Term Loan or, 2025 Repriced Incremental Term Loan or 2026 Repriced Incremental Term Loan, (y) on and after the Second Amendment Effective Date, the Adjusted Term SOFR Rate with respect to any Initial Term Loan will not include the Term SOFR Adjustment and (z) the Adjusted Term SOFR Rate with respect to any 2025 Incremental Term Loan or, 2025 Repriced Incremental Term Loan or 2026 Repriced Incremental Term Loan will not include the Term SOFR Adjustment. “Administrative Agent” as defined in the preamble hereto. “Adverse Proceeding” means any action, suit, proceeding, hearing (in each case, whether administrative, judicial or otherwise), governmental investigation or arbitration (whether or not purportedly on behalf of the Borrower or any of its Subsidiaries) at law or in equity, or before or by any Governmental Authority, domestic or foreign (including any Environmental Claims), whether pending or, to the knowledge of the Borrower or any of its Subsidiaries, threatened in writing against or affecting the Borrower or any of its Subsidiaries or any property of the Borrower or any of its Subsidiaries. 6 #4903-7233-6530

 “Affected Financial Institution” means (i) any EEA Financial Institution or (ii) any UK Financial Institution. “Affected Lender” as defined in Section 2.18(b). “Affected Loans” as defined in Section 2.18(b). “Affiliate” means, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, that Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise. “Affiliate Assignment Agreement” means an Affiliate Assignment and Assumption Agreement substantially in the form of Annex C to Exhibit L, with such amendments or modifications as may be approved by Administrative Agent and the Borrower (such consent not to be unreasonably withheld or delayed). “Agent” means each of (i) Administrative Agent, (ii) Collateral Agent, and (iii) any other Person appointed under the Credit Documents to serve in an agent or similar capacity, including, without limitation, any Auction Manager. “Agent Affiliates” as defined in Section 10.1(b)(iii). “Aggregate Amounts Due” as defined in Section 2.17. “Aggregate Payments” as defined in Section 7.2. “Agreement” means this Credit and Guaranty Agreement, dated as of June 21, 2021, as it may be amended, restated, supplemented or otherwise modified from time to time. “All-in Yield” means, as to any Indebtedness, the effective yield on such Indebtedness in the reasonable determination of the Administrative Agent and the Borrower and consistent with generally accepted financial practices, taking into account the applicable interest rate margins, any interest rate floors (the effect of which floors shall be determined in a manner set forth in the proviso below), or similar devices and all fees, including upfront or similar fees or original issue discount (amortized over the shorter of (i) the remaining weighted average life to maturity of such Indebtedness and (ii) the four years following the date of incurrence thereof) payable generally to Lenders or other institutions providing such Indebtedness in connection with the initial primary syndication thereof, but excluding any arrangement, structuring, ticking, or other similar fees payable in connection therewith that are not generally shared with the relevant Lenders and, if applicable, consent fees for an amendment paid generally to consenting Lenders; provided that with respect to any Indebtedness that includes a “Term SOFR floor”, “SOFR floor” or “ABR floor,” (a) to the extent that the Adjusted Term SOFR Rate (with an Interest Period of three months) or ABR (without giving effect to any floors in such definitions), as applicable, on the date that the All-in Yield is being calculated is less than such floor, the amount of such 7 #4903-7233-6530

 difference shall be deemed added to the interest rate margin for such Indebtedness for the purpose of calculating the All-in Yield and (b) to the extent that the Adjusted Term SOFR Rate (with an Interest Period of three months) or ABR (without giving effect to any floors in such definitions), as applicable, on the date that the All-in Yield is being calculated is greater than such floor, then the floor shall be disregarded in calculating the All-in Yield. “Alternative Currency” means each of (a) Canadian Dollars and (b) each other currency (other than Dollars and Canadian Dollars) that is approved in accordance with Section 1.10, in each case to the extent such currencies are (i) readily available and freely transferable and convertible into Dollars and (ii) for which no central bank or other governmental authorization in the country of issue of such currency is required to give authorization for the use of such currency by any Lender for making Loans unless such authorization has been obtained and remains in full force and effect. “Alternative Currency Equivalent” means, subject to Section 1.9, for any amount, at the time of determination thereof, with respect to any amount expressed in Dollars, the equivalent of such amount thereof in the applicable Alternative Currency as determined by the Administrative Agent in its sole discretion by reference to the most recent Spot Rate (as determined as of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars. “Anti-Corruption Laws” as defined in Section 4.22(b). “Applicable Asset Sale Percentage” means, initially, 100%; provided, that if, as of the last day of the most recently ended Test Period, the First Lien Net Leverage Ratio on a Pro Forma Basis (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(d) calculating the First Lien Net Leverage Ratio on a Pro Forma Basis as of the last day of such Test Period) shall be less than 4.20:1.00 but greater than or equal to 3.70:1.00, 50%; provided, further, that if, as of the last day of the most recently ended Test Period, the First Lien Net Leverage Ratio on a Pro Forma Basis (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(d) calculating the First Lien Net Leverage Ratio on a Pro Forma Basis as of the last day of such Test Period) shall be less than 3.70:1.00, 0%. To the extent not required to prepay the Term Loans pursuant to Section 2.14(a), such amounts retained by the Borrower or Restricted Subsidiary, the “Retained Asset Sale Proceeds”. “Applicable ECF Percentage” means, initially, 50%; provided, that if, as of the last day of the most recently ended Fiscal Year, the First Lien Net Leverage Ratio on a Pro Forma Basis (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(d) calculating the First Lien Net Leverage Ratio on a Pro Forma Basis as of the last day of such Fiscal Year) shall be less than 4.20:1.00 but greater than or equal to 3.70:1.00, 25%; provided, further, that if, as of the last day of the most recently ended Fiscal Year, the First Lien Net Leverage Ratio on a Pro Forma Basis (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(d) calculating the First Lien Net Leverage Ratio on a Pro Forma Basis as of the last day of such Fiscal Year) shall be less than 3.70:1.00, 0%. 8 #4903-7233-6530

 9 #4903-7233-6530 greater than 3.60:1.00 First Lien Net Leverage Ratio 3.25% “Applicable Margin” means, (i) with respect to the Initial Term Loans, (I) prior to the Second Amendment Effective Date, (a) until the delivery of the financial statements and the related Compliance Certificate for the first full Fiscal Quarter commencing on or after the Effective Date pursuant to Section 5.1, 3.25% for Term SOFR Rate Loans and 2.25% for Base Rate Loans and (b) thereafter, the percentages per annum set forth in the table below based upon the First Lien Net Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 5.1(d): 2.25% Term SOFR Rate Loans II Base Rate Loans less than or equal to 3.60:1.00 3.00% 2.00% Pricing Level (II) on and after the Second Amendment Effective Date and until the Third Amendment Effective Date, 2.75% for Term SOFR Rate Loans and 1.75% for Base Rate Loans; provided that: (A) if the Borrower receives a Debt Rating by Moody’s that is lower than “B2” (stable outlook) (such rating, the “Moody’s Threshold Debt Rating”) or by S&P that is lower than “B” (stable outlook) (such rating, the “S&P Threshold Debt Rating” and together with the Moody’s Threshold Debt Rating, the “Threshold Debt Ratings” and upon the occurrence of either the Moody’s Threshold Debt Rating or the S&P Threshold Debt Rating, such event a “Debt Ratings Event”), then the Applicable Margin will be (1) with respect to Term SOFR Rate Loans, 3.00% and (2) with respect to Base Rate Loans, 2.00%; (B) a Debt Ratings Event shall become effective as of the first Business Day immediately following the public announcement of a change in the Debt Rating to satisfy either the Moody’s Threshold Debt Rating or S&P Threshold Debt Rating, and a Debt Ratings Event shall cease to be continuing immediately if either the Moody’s Threshold Debt Rating or the S&P Threshold Debt Rating cease to apply; and (C) for the avoidance of doubt, the Administrative Agent shall not be deemed to have knowledge or notice of any Debt Ratings Event, unless the Administrative Agent shall have received written notice from the Borrower or a Lender of the announcement of such Debt Rating to satisfy either the Moody’s Threshold Debt Rating or the S&P Threshold Debt Rating. I

 10 #4903-7233-6530 greater than 4.50:1.00 First Lien Net Leverage Ratio 3.25% Notwithstanding anything in this clause (i)(II) of the definition of “Applicable Margin” to the contrary, if the rating system of Moody’s or S&P shall change, or if any such rating agency shall cease to be in the business of rating corporate debt obligations, the Borrower, the Administrative Agent and the Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability of ratings from such rating agency and, pending the effectiveness of any such amendment, the Applicable Margin shall be determined by reference to such Applicable Margin most recently in effect prior to such change or cessation. (III) on and after the Third Amendment Effective Date, 2.50% for Term SOFR Rate Loans and 1.50% for Base Rate Loans. (ii) with respect to the 2025 Incremental Term Loans, (I) until the delivery of the financial statements and the related Compliance Certificate for the first full Fiscal Quarter commencing on or after the Fourth Amendment Effective Date pursuant to Section 5.1, 3.25% for Term SOFR Rate Loans and 2.25% for Base Rate Loans and (II) thereafter until the Fifth Amendment Effective Date, the percentages per annum set forth in the table below based upon the First Lien Net Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 5.1(d): 2.25% Term SOFR Rate Loans II Base Rate Loans less than or equal to 4.50:1.00 3.00% 2.00% Pricing Level (iii) with respect to the 2025 Repriced Incremental Term Loans, 2.75% for Term SOFR Rate Loans and 1.75% for Base Rate Loans. (iv) with respect to the Initial Revolving Loans, (I) until the delivery of the financial statements and the related Compliance Certificate for the first full Fiscal Quarter commencing on or after the Effective Date pursuant to Section 5.1, 3.25% for Term SOFR Rate Loans and 2.25% for Base Rate Loans and (II) thereafter, the percentages per annum set forth in the table below based upon the First Lien Net Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 5.1(d): I

 11 #4903-7233-6530 Pricing Level First Lien Net Leverage Ratio Term SOFR Rate Loans Base Rate Loans Term CORRA Loans II Base Rate Loans Pricing Level less than or equal to 3.80:1.00 but greater than 3.30:1.00 I greater than 2.50:1.00 3.00% 2.25% 2.25% 2.00% 1.25% I II First Lien Net Leverage Ratio less than or equal to 2.50:1.00 but greater than 1.50:1.00 III 2.00% greater than 3.80:1.00 2.00% less than or equal to 3.30:1.00 1.00% 2.75% III 3.25% less than or equal to 1.50:1.00 1.75% 1.75% Term SOFR Rate Loans 1.75% In addition, the Applicable Margin for Initial Revolving Loans shall be reduced by an additional 0.25% upon consummation of a Qualified IPO. (v) with respect to the 2025 Incremental Revolving Loans, 2.50% for Term SOFR Rate Loans and 1.50% for Base Rate Loans. In addition, the Applicable Margin for 2025 Incremental Revolving Loans shall be reduced by an additional 0.25% upon consummation of a Qualified IPO. (vi) with respect to the 2026 Incremental Revolving Loans, (I) until the delivery of the financial statements and the related Compliance Certificate pursuant to Section 5.1 for the first full Fiscal Quarter commencing on or after the Sixth Amendment Effective Date, 2.00% for Term SOFR Rate Loans, 2.00% for Term CORRA Loans and 1.00% for Base Rate Loans and (II) thereafter, the percentages per annum set forth in the table below based upon the First Lien Net Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 5.1(d): 0.75% (vii) with respect to the 2026 Repriced Incremental Term Loans, 1.75% for Term SOFR Rate Loans and 0.75% for Base Rate Loans. 2.25%

 12 #4903-7233-6530 0.50% First Lien Net Leverage Ratio Any increase or decrease in the Applicable Margin resulting from a change in the First Lien Net Leverage Ratio shall become effective as of the first Business Day immediately following the date on which the applicable Compliance Certificate is received by the Administrative Agent pursuant to Section 5.1(d). “Applicable Period” as defined in the definition of “Applicable Revolving Commitment Fee Percentage”. “Applicable Reserve Requirement” means, at any time, for any Term SOFR Rate Loan, the maximum rate, expressed as a decimal, at which reserves (including any basic marginal, special, supplemental, emergency or other reserves) are required to be maintained with respect thereto against “Eurocurrency liabilities” (as such term is defined in Regulation D) under regulations issued from time to time by the Board of Governors or other applicable banking regulator. Without limiting the effect of the foregoing, the Applicable Reserve Requirement shall reflect any other reserves required to be maintained by such member banks with respect to (i) any category of liabilities which includes deposits by reference to which the applicable Adjusted Term SOFR Rate or any other interest rate of a Loan is to be determined, or (ii) any category of extensions of credit or other assets which include Term SOFR Rate Loans. A Term SOFR Rate Loan shall be deemed to constitute Eurocurrency liabilities and as such shall be deemed subject to reserve requirements without benefits of credit for proration, exceptions or offsets that may be available from time to time to the applicable Lender. The rate of interest on Term SOFR Rate Loans shall be adjusted automatically on and as of the effective date of any change in the Applicable Reserve Requirement. “Applicable Revolving Commitment Fee Percentage” means, (i) from the Effective Date until the date of delivery of the Compliance Certificate and the financial statements for the period ending September 30, 2021, a percentage, per annum, determined by reference to the following table as if the First Lien Net Leverage Ratio then in effect on a Pro Forma Basis were greater than 4.70:1.00; (ii) thereafter and prior to the Sixth Amendment Effective Date, a percentage, per annum, determined by reference to the First Lien Net Leverage Ratio in effect on a Pro Forma Basis from time to time as set forth below: II Applicable Revolving Commitment Fee Percentage less than or equal to 4.20:1.00 but greater than 3.70:1.00 0.375% III I less than or equal to 3.70:1.00 Pricing Level 0.25% greater than 4.20:1.00 (iii) On and after the Sixth Amendment Effective Date, until the delivery of the financial statements and the related Compliance Certificate for the first full Fiscal Quarter commencing on or after the Sixth Amendment Effective Date, 0.25% and thereafter, the

 13 #4903-7233-6530 0.30% First Lien Net Leverage Ratio percentages per annum set forth in the table below based upon the First Lien Net Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent: II Applicable Revolving Commitment Fee Percentage less than or equal to 2.50:1.00 but greater than 1.50:1.00 0.25% III I less than or equal to 1.50:1.00 Pricing Level 0.20% greater than 2.50:1.00 No change in the Applicable Revolving Commitment Fee Percentage shall be effective until one Business Day after the date on which Administrative Agent shall have received the applicable financial statements and a Compliance Certificate pursuant to Section 5.1(d) calculating the First Lien Net Leverage Ratio on a Pro Forma Basis. At any time the Borrower has not submitted to Administrative Agent the applicable information as and when required under Section 5.1(d), the Applicable Revolving Commitment Fee Percentage shall be determined as if the First Lien Net Leverage Ratio on a Pro Forma Basis were in excess of 2.50:1.00. Within one Business Day of receipt of the applicable information under Section 5.1(d), Administrative Agent shall give each Lender facsimile or telephonic notice (confirmed in writing) of the Applicable Revolving Commitment Fee Percentage in effect from such date. In the event that any financial statement or certificate delivered pursuant to Section 5.1(d) is shown to be inaccurate (at a time when this Agreement is in effect and before the Obligations have been Paid in Full), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Revolving Commitment Fee Percentage for any period (an “Applicable Period”) than the Applicable Revolving Commitment Fee Percentage applied for such Applicable Period, then (x) the Borrower shall immediately deliver to Administrative Agent a correct certificate required by Section 5.1(d) for such Applicable Period, (y) the Applicable Revolving Commitment Fee Percentage shall be determined as if the First Lien Net Leverage Ratio on a Pro Forma Basis were in excess of 2.50:1.00 and (z) the Borrower shall promptly pay to Administrative Agent the accrued additional fee owing as a result of such increased Applicable Revolving Commitment Fee Percentage for such Applicable Period. Nothing in this paragraph shall limit the right of Administrative Agent or any Lender under Section 2.10 or Section 8. “Applicable Time” means, with respect to any Loans and Letters of Credit and payments in any Alternative Currency, the local time in the place of settlement for such Alternative Currency as may be determined by the Administrative Agent or the applicable Issuing Bank (with notice to the Administrative Agent), as the case may be, to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment. “Approved Commercial Bank” means a commercial bank with a consolidated combined capital and surplus of at least $5,000,000,000.

 “Approved Electronic Communications” means any notice, demand, communication, information, document or other material that any Credit Party provides to Administrative Agent pursuant to any Credit Document or the transactions contemplated therein which is distributed to Agents, Lenders or Issuing Bank by means of electronic communications pursuant to Section 10.1(b). “Arrangers” as defined in Section 9.1. “Asset Sale” means a voluntary sale, lease or sub-lease (as lessor or sublessor), sale and leaseback, assignment, conveyance, exclusive license (as licensor or sublicensor), transfer or other disposition to, or any exchange of property with, any Person (other than the Borrower or any Guarantor), in one transaction or a series of transactions, of all or any part of the Borrower’s or any of its Subsidiaries’ businesses, assets or properties of any kind, whether real, personal, or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, including the Equity Interests of any of the Borrower’s Subsidiaries, other than (i) inventory (or other assets) sold, leased or licensed out in the ordinary course of business (excluding any such sales, leases or licenses out by operations or divisions discontinued or to be discontinued), and (ii) sales, leases or licenses out of other assets for aggregate consideration of less than $10,000,000 with respect to any transaction or series of related transactions and less than $20,000,000 in the aggregate during any Fiscal Year and (iii) the issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary. “Assignment Agreement” means, as applicable, (a) an Assignment and Assumption Agreement substantially in the form of Exhibit D, with such amendments or modifications as may be approved by Administrative Agent or (b) an Affiliate Assignment Agreement. “Assignment Effective Date” as defined in Section 10.6(b). “Attributable Indebtedness” means, when used with respect to any Sale and Leaseback Transaction permitted by Section 6.10, as at the time of determination, the present value (discounted at a rate equivalent to the Borrower’s then-current weighted average cost of funds for borrowed money as at the time of determination, compounded on a semi-annual basis) of the total obligations of the lessee for rental payments during the remaining term of the lease included in any such Sale and Leaseback Transaction. “Auction” as defined in Section 10.6(i). “Auction Manager” means the Administrative Agent or any of its Affiliates acting as an arranger in connection with any repurchases pursuant to Section 10.6(i) or Section 10.6(j). “Authorized Officer” means, as applied to any Person, any individual holding the position of chairman of the board (if an officer), chief executive officer, president, vice president (or the equivalent thereof), chief financial officer (or the equivalent thereof or treasurer of such Person); provided that the secretary or assistant secretary or any other Authorized Officer 14 #4903-7233-6530

 of such Person shall have delivered an incumbency certificate to Administrative Agent as to the authority of such Authorized Officer. “Available Incremental Amount” means an amount not in excess of the sum of: (I) (x) the greater of $542,000,000 (or, with respect to amounts established in an Alternative Currency, the Dollar Equivalent equivalent thereof) and 100% of Consolidated Adjusted EBITDA as of the last day of the most recently ended Test Period of the Borrower and its Restricted Subsidiaries on a Pro Forma Basis plus (y) amounts not to exceed the unused portion of the General Debt Basket at the time of incurrence (which such amounts shall reduce the amount of the General Debt Basket); plus (II) all voluntary prepayments, prepayments utilizing the yank-a-bank provisions (including, without limitation, Section 2.23) and debt buybacks (including, without limitation, pursuant to Section 10.6(i); provided that, in the case of any purchases at or below par, the amount of such purchase shall be deemed to be the face amount of such Loans) of the Initial Term Loans, any New Term Loans and any Additional Permitted Debt and any permanent commitment reductions of the Revolving Commitments and any New Revolving Loan Commitments (in each case, only to the extent such loans or commitments are secured on a pari passu basis with the Term Loans and except to the extent funded with proceeds of long-term Indebtedness) (this clause (II) together with clause (I), the “Fixed Incremental Amount”); plus (III) an additional amount at any time such that, after giving effect to the incurrence of such amount (but excluding any concurrent incurrence of Indebtedness pursuant to the Fixed Incremental Amount or the Revolving Loans): (x) if such New Loans or Additional Permitted Debt, as applicable, are secured on a pari passu basis with the Term Loans, the First Lien Net Leverage Ratio does not exceed either (1) 4.70:1.00 or (2) in connection with a Permitted Acquisition or Investment, the First Lien Net Leverage Ratio immediately prior to such Permitted Acquisition or Investment (the “First Lien Net Leverage Incremental Ratio Test”), (y) if such New Loans or Additional Permitted Debt, as applicable, are secured on a basis junior to the Term Loans, the Secured Net Leverage Ratio does not exceed either (1) 4.70:1.00 or (2) in connection with a Permitted Acquisition or Investment, the Secured Net Leverage Ratio immediately prior to such Permitted Acquisition or Investment (the “Secured Net Leverage Incremental Ratio Test”), and (z) if such New Loans or Additional Permitted Debt, as applicable, are incurred on an unsecured basis, the Total Net Leverage Ratio does not exceed either (1) 6.30:1.00 or (2) in connection with a Permitted Acquisition or Investment, the Total Net Leverage Ratio immediately prior to such Permitted Acquisition or Investment (the “Total Net Leverage Incremental Ratio Test” and together with the First Lien Net Leverage Incremental Ratio Test and the Secured Net Leverage Incremental Ratio Test, the “Incremental Ratio Tests”), 15 #4903-7233-6530

 in each case, as on the date of incurrence of such New Loans or Additional Permitted Debt, as applicable, and as determined on a Pro Forma Basis as of the last day of the most recently ended Test Period, as if any New Term Loans and New Revolving Loan Commitments, as applicable, had been outstanding on the last day of such Fiscal Quarter most recently ended, in each case excluding the cash proceeds of any such New Term Loans and New Revolving Loans and, with respect to any New Revolving Loan Commitments, assuming a Borrowing of the maximum amount of Loans available thereunder; provided, further, if amounts incurred under clause (III) above are incurred concurrently with the incurrence of New Loans or Additional Permitted Debt, as applicable, in reliance on clause (I) and/or clause (II) above, the First Lien Net Leverage Ratio, the Secured Net Leverage Ratio or the Total Net Leverage Ratio, as applicable, shall be permitted to exceed 4.70:1.00, 4.70:1.00 or 6.30:1.00, respectively, to the extent of such amounts incurred in reliance on clause (I) and/or clause (II) above, (it being understood that (x) if the applicable Incremental Ratio Test is met, then, at the election of the Borrower, any New Loans or Additional Permitted Debt, as applicable, may be incurred under clause (III) above regardless of whether there is capacity under clause (I) and/or clause (II) above, (y) loans may be incurred under clauses (I), (II) or (III) above and proceeds from any such incurrence under such clauses may be utilized, in a single transaction, by first calculating the incurrence under clause (III) above and then calculating the incurrence under clause (I) and/or clause (II) above and (z) any portion of any New Loans or Additional Permitted Debt, as applicable, incurred in reliance on clause (I) or clause (II) above shall be reclassified, as the Borrower may elect from time to time, as incurred under clause (III) above if the Borrower is able to meet the applicable Incremental Ratio Test under clause (III) at such time on a Pro Forma Basis). “Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such Benchmark or payment period for interest calculated with reference to such Benchmark, as applicable, that is or may be used for determining the length of an Interest Period pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 2.28(d). “Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution. “Bail-In Legislation” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule from time to time and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings). 16 #4903-7233-6530

 “Bank Guarantee” means a bank guarantee or indemnity in a form agreed between the Borrower and the Issuing Bank (acting reasonably) issued or to be issued by Issuing Bank pursuant to this Agreement; provided that, notwithstanding anything to the contrary herein, Barclays Bank PLC shall not be required to provide a Bank Guarantee. “Bankruptcy Code” means Title 11 of the United States Code entitled “Bank- ruptcy,” as now and hereafter in effect, or any successor statute. “Base Rate” means, for any day, a rate per annum equal to the greatest of (i) the Prime Rate in effect on such day, (i) the Federal Funds Effective Rate in effect on such day plus ½ of 1% and (i) the sum of (a) the Adjusted Term SOFR Rate (after giving effect to any Adjusted Term SOFR Rate “floor”) that would be payable on such day for a Term SOFR Rate Loan with a one-month interest period plus (b) 1%. Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively. “Base Rate Loan” means a Loan bearing interest at a rate determined by reference to the Base Rate. All Base Rate Loans shall be denominated in Dollars. “Benchmark” means, initially, with respect to any (a) Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, Dollars, Term SOFR Reference Rate; provided that if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.28(a) and (b) Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, Canadian Dollars, the Term CORRA Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term CORRA Reference Rate or then-current Benchmark for Canadian Dollars, then “Benchmark” means, with respect to such Obligations, interest, fees, commissions or other amounts, the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.28(a). “Benchmark Replacement” means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date: (a) the sum of: (i) Daily Simple SOFR and (ii) the related Benchmark Replacement Adjustment; or (b) the sum of: (i) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (x) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (y) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for U.S. dollar-denominated syndicated credit facilities at such time and (ii) the related Benchmark 17 #4903-7233-6530

 Replacement Adjustment. If the Benchmark Replacement as determined pursuant to clause (a) or (b) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Credit Documents. “Benchmark Replacement 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: (a) for purposes of clauses (a) and (b) of the definition of “Benchmark Replacement,” the first alternative set forth in the order below that can be determined by the Administrative Agent: (i) the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such Interest Period that has been selected or recommended by the Relevant Governmental Body for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for the applicable Corresponding Tenor; (ii) the spread adjustment (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such Interest Period that would apply to the fallback rate for a derivative transaction referencing the ISDA Definitions to be effective upon an index cessation event with respect to such Benchmark for the applicable Corresponding Tenor; and (b) for purposes of clause (b) of the definition of “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 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 U.S. dollar-denominated syndicated credit facilities; provided that, in the case of clause (a) above, such adjustment is displayed on a screen or other information service that publishes such Benchmark Replacement Adjustment from time to time as selected by the Administrative Agent in its reasonable discretion. “Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “ABR,” the definition of “Business Day,” the definition of “Interest 18 #4903-7233-6530

 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 Credit Documents). “Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark: (a) in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or (b) in the case of clause (c) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein. 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 (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof). “Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark: (a) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); (b) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Board of Governors of the Federal Reserve System, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator 19 #4903-7233-6530

 for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or (c) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer representative. For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof). “Benchmark Unavailability Period” means the period (if any) (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 the then-current Benchmark for all purposes hereunder and under any Credit Document in accordance with Section 2.28 and (y) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Credit Document in accordance with Section 2.28. “Beneficial Ownership Certification” shall have the meaning provided in Section 3.1(n). “Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230. “Beneficiary” means each Agent, Issuing Bank, Lender, Lender Counterparty and Cash Management Bank. “Benefit Plan” has the meaning specified in Section 9.12. “BHC Act Affiliate” has the meaning specified in Section 9.13(b). “Board of Governors” means the Board of Governors of the United States Federal Reserve System, or any successor thereto. “Bookrunner” as defined in Section 9.1. “Borrower” as defined in the preamble hereto. “Borrowing” means Loans of the same Class and Type of Loan, made, converted, or continued on the same date, and, in the case of Term SOFR Rate Loans, as to which a single Interest Period is in effect. 20 #4903-7233-6530

 “Business Day” means (i) any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of New York or is a day on which banking institutions located in such state are authorized or required by law or other governmental action to close, (ii) if such day relates to any interest rate settings as to a Term SOFR Rate Loan, Letter of Credit or Bank Guarantee denominated in Dollars, any fundings, settlements, payments and disbursements in Dollars in respect of any such Term SOFR Rate Loan, Letter of Credit or Bank Guarantee, or any other dealings in Dollars to be carried out pursuant to this Agreement in respect of any such Term SOFR Rate Loan, Letter of Credit or Bank Guarantee, any such day described in clause (i) above that is also a U.S. Government Securities Business Day and (iii) if such day relates to any interest rate settings as to a Term CORRA Loan, Letter of Credit or Bank Guarantee denominated in Canadian Dollars, any fundings, settlements, payments and disbursements in Canadian Dollars in respect of any such Term CORRA Loan, Letter of Credit or Bank Guarantee, or any other dealings in Canadian Dollars to be carried out pursuant to this Agreement in respect of any such Term CORRA Loan, Letter of Credit or Bank Guarantee, any such day except for (x) a Saturday, (y) a Sunday or (z) a day on which banks are closed for general business in Toronto. “Canadian Dollar” means the lawful currency of Canada. “CanDeal” as defined in the definition of “Term CORRA Administrator”. “Capital Expenditure” means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities and including in all events all amounts expended or capitalized under Capital Leases) by the Borrower and the Restricted Subsidiaries during such period that, in conformity with GAAP, are or are required to be included as additions during such period to property, plant, or equipment reflected in the consolidated balance sheet of the Borrower and the Restricted Subsidiaries (including Capitalized Software Expenditures, website development costs, website content development costs, customer acquisition costs and incentive payments, conversion costs, and contract acquisition costs). “Capital Lease” means, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity with GAAP, is or should be accounted for as a capital lease on the balance sheet of that Person. “Capitalized Software 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 in respect of purchased software or internally developed software and software enhancements that, in conformity with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of the Borrower and the Restricted Subsidiaries. “Cash” means money, currency or a credit balance in any demand or Deposit Account. “Cash Collateralize” means, in respect of an Obligation, to provide and pledge (as a first priority perfected security interest) cash collateral in Dollars (or, with respect to any Obligations in an Alternative Currency, the Dollar Equivalent equivalent), at a location and 21 #4903-7233-6530

 pursuant to documentation in form and substance reasonably satisfactory to Administrative Agent and the Issuing Bank (and “Cash Collateralization” has a corresponding meaning). “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support. “Cash Equivalents” means, as at any date of determination, any of the following: (i) marketable securities (a) issued or directly and unconditionally guaranteed as to interest and principal by the United States Government or (b) issued by any agency or instrumentality of the United States the obligations of which are backed by the full faith and credit of the United States, in each case maturing within one year after such date; (1) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within one year after such date and having, at the time of the acquisition thereof, a rating of at least A-2 from S&P or at least P-2 from Moody’s; (1) commercial paper maturing no more than 365 days from the date of acquisition thereof and having, at the time of the acquisition thereof, a rating of at least A-2 from S&P or at least P-2 from Moody’s; (1) certificates of deposit or bankers’ acceptances maturing within 365 days after such date and issued or accepted by any Lender or by any commercial bank organized under the laws of the United States of America or any state thereof or the District of Columbia that (a) is at least “adequately capitalized” (as defined in the regulations of its primary Federal banking regulator) and (b) has Tier 1 capital (as defined in such regulations) of not less than $500,000,000; (1) repurchase obligations of any Lender or any commercial bank satisfying the requirements of clause (iv) of this definition, having a term of not more than 30 days with respect to securities of the types described in clauses (i) and (iv); (1) securities with maturities of three 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 or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least P-2 by Moody’s or at least A-2 by S&P; (1) shares of any money market mutual fund that (a) has at least 90% of its assets invested continuously in the types of investments referred to in clauses (i) through (iv) above and (b) has the highest rating obtainable from either S&P or Moody’s; and (viii) in the case of any Foreign Subsidiary, (a) such local currencies in those countries in which such Foreign Subsidiary transacts business from time to time in the ordinary course of business and (b) investments of comparable tenor and credit quality to those described in the foregoing clauses (i) through (vii) customarily utilized in countries in which such Foreign Subsidiary operates for short term cash management purposes. “Cash Management Agreement” means any agreement or arrangement to provide Cash Management Services. “Cash Management Bank” means any Person that is the Administrative Agent, an Agent, a Lender or an Affiliate thereof that provides Cash Management Services, whether or not such Person subsequently ceases to be the Administrative Agent, an Agent, a Lender or an Affiliate thereof. “Cash Management Obligations” means obligations owed by any Credit Party or any subsidiary of a Credit Party to any Cash Management Bank in respect of or in connection 22 #4903-7233-6530

 with any Cash Management Services and for each Cash Management Bank is designated by such Cash Management Bank and the Borrower in writing to the Administrative Agent as “Cash Management Obligations”. “Cash Management Services” means any agreement or arrangement to provide cash management services, including treasury, depository, overdraft, credit card processing, credit or debit card, purchase card, electronic funds transfer and other cash management arrangements. “Cause of Action” means any action, claim, cause of action, controversy, demand, right, action, lien, indemnity, interest, guaranty, suit, obligation, liability, damage, judgment, account, defense, offset, power, privilege, and license of any kind or character whatsoever, whether known, unknown, contingent or non-contingent, matured or unmatured, suspected or unsuspected, liquidated or unliquidated, dispute or undisputed, secured or unsecured, assertable directly or derivatively, whether arising before, on, or after the Effective Date, in contract or in tort, in law (whether local, state, or federal U.S. or non-U.S. law) or in equity, or pursuant to any other theory of local, state, or federal U.S. or non-U.S. law. For the avoidance of doubt, “Cause of Action” includes: (a) any right of setoff, counterclaim, or recoupment and any claim for breach of contract or for breach of duties imposed by law or in equity; (b) any claim based on or relating to, or in any manner arising from, in whole or in part, tort, breach of contract, breach of fiduciary duty, fraudulent transfer or fraudulent conveyance or voidable transaction law, violation of local, state, or federal or non-U.S. law or breach of any duty imposed by law or in equity, including securities laws, negligence, and gross negligence; (c) any claim pursuant to section 362 or chapter 5 of the title 11 of the United States Code or similar local, state, or federal U.S. or non-U.S. law; (d) any claim or defense including fraud, mistake, duress, and usury, and any other defenses set forth in section 558 of title 11 of the United States Code; (e) any state or foreign law pertaining to actual or constructive fraudulent transfer, fraudulent conveyance, or similar claim; and (f) any “lender liability” or equitable subordination claims or defenses. “Certificate re Non-Bank Status” means a certificate substantially in the form of Exhibit E. “CFC” means a direct or indirect Subsidiary of the Borrower that is a “controlled foreign corporation” within the meaning of Section 957 of the Internal Revenue Code. “CFC Holding Company” means a direct or indirect Domestic Subsidiary of the Borrower substantially all of the assets of which consist (directly or indirectly) of Equity Interests and/or Indebtedness of one or more Foreign Subsidiaries that are CFCs. “Change of Control” means any Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) other than Madison (a)(x) shall have acquired beneficial ownership or control, directly or indirectly, of 35% or more on a fully diluted basis of the voting and economic interests in the Equity Interests of the Borrower or (y) shall have acquired beneficial ownership or control, of voting and economic interests in the Equity Interests of the Borrower in excess of those interests owned and controlled, directly or indirectly, by Madison at such time or (b) shall have obtained the power (whether or not exercised) to elect a 23 #4903-7233-6530

 majority of the members of the board of directors (or similar governing body) of the Borrower. Notwithstanding the foregoing, a passive holding company or special purpose acquisition vehicle shall not be considered a “Person” for purposes of this definition and instead the equityholders of such passive holding company or special purpose acquisition vehicle shall be considered for purposes of the foregoing. “Class” means (i) with respect to Lenders, each of the following classes of Lenders: (a) Lenders having Initial Term Loan Exposure, (b) Lenders having Revolving Exposure, and (c) Lenders having New Term Loan Exposure of each applicable Series and (ii) with respect to Loans, each of the following classes of Loans: (a) Initial Loans, (b) Revolving Loans and (c) each Series of New Term Loans. Any Loans or Commitments of one or more Lenders with the same rights and obligations (other than with respect to fees paid to Lenders as consideration for consenting to an amendment under this Agreement) as the Loans or Commitments of any other Lender shall be construed to be in the same Class as such Loans or Commitments with such same rights and obligations. “Collateral” means, collectively, all of the real, personal and mixed property (including Equity Interests) in which Liens are purported to be granted pursuant to the Collateral Documents as security for the Obligations, which, for the avoidance of doubt, shall exclude all Excluded Collateral. “Collateral Agent” as defined in the preamble hereto. “Collateral Documents” means the Pledge and Security Agreement, the Mortgages, the Intellectual Property Security Agreements, each Acceptable Intercreditor Agreement and all other instruments, documents and agreements delivered by or on behalf of any Credit Party pursuant to this Agreement or any of the other Credit Documents in order to grant to, or perfect in favor of, Collateral Agent, for the benefit of Secured Parties, a Lien on any real, personal or mixed property of that Credit Party as security for the Obligations. “Collateral Questionnaire” means a certificate in form reasonably satisfactory to Collateral Agent that provides information with respect to the personal or mixed property of each Credit Party. “Commitment” means any Revolving Commitment or Term Loan Commitment. “Commitment Letter” means the Amended and Restated Commitment Letter dated as of May 11, 2021 among Goldman Sachs, each Arranger and the Borrower. “Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute. “Company Representations” means the representations and warranties made by the Target pursuant to Article III of the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the Purchaser (as defined in the Acquisition Agreement) (or one of its Affiliates) has the right (taking into account any applicable cure provisions) to terminate its (or their) obligations under the Acquisition Agreement (or otherwise decline to 24 #4903-7233-6530

 consummate the Acquisition without any liability) as a result of a breach of such representations and warranties in the Acquisition Agreement. “Compliance Certificate” means a Compliance Certificate substantially in the form of Exhibit C. “Consolidated Adjusted EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period: (i) increased (without duplication) by: (a) any fees, costs, expenses or charges (other than Consolidated Depreciation and Amortization Expense) related to any actual, proposed or contemplated Equity Offering (including any expense relating to enhanced accounting functions or other transactions costs associated with becoming a public company), Investment, acquisition, disposition, recapitalization or the incurrence of Indebtedness permitted to be incurred by this Agreement (including a refinancing thereof) (whether or not successful), including (i) such fees, expenses or charges related to the offering of the Senior Unsecured Notes, the Senior Secured Notes, this Agreement and any other Credit Facilities and (ii) any amendment, waiver or other modification of the Senior Unsecured Notes, the Senior Secured Notes, this Agreement and any other Credit Facilities or any Equity Offering, in each case, whether or not consummated, to the extent the same were deducted (and not added back) in computing Consolidated Net Income; plus (b) provision for taxes based on income or profits, revenue or capital, including, without limitation, federal, state, provincial, territorial, local, foreign, unitary, excise, property, franchise and similar taxes and foreign withholding and similar taxes of such Person paid or accrued during such period, including (i) any penalties and interest relating to any tax examinations (including, without limitation, any additions to such taxes, and any penalties and interest with respect thereto) and (ii) the allocated portion of such taxes (as determined by the Borrower in good faith) to be paid by the Credit Parties as part of any group tax return, deducted (and not added back) in computing Consolidated Net Income; plus (c) any other non-cash charges, write-downs, expenses, losses or items reducing Consolidated Net Income for such period including any impairment charges or the impact of purchase accounting (provided that if any such non-cash charge, write-down or item to the extent it represents an accrual or reserve for a cash expenditure for a future period then the cash payment in such future period shall be subtracted from Consolidated Adjusted EBITDA when paid); plus (d) (i) the amount of any restructuring charge, reserve, integration cost or other business optimization expense or cost (including charges directly related to the implementation of cost-savings initiatives) that is deducted (and not added back) in such period in computing Consolidated Net Income, including any one-time costs incurred in connection with acquisitions or divestitures after the Effective Date, including, without limitation, those related to any severance, retention, signing bonuses, relocation, recruiting and other employee related costs, future lease commitments, lease exit costs and costs related to the opening and 25 #4903-7233-6530

 closure and/or consolidation of facilities and to exiting lines of business and (ii) fees, costs and expenses associated with acquisition related litigation and settlements thereof; plus (e) any net loss included in the Consolidated Net Income attributable to non-controlling interests pursuant to the application of Accounting Standards Codification Topic 810-10-45 (“Topic 810”); plus (f) the amount of (i) board of director fees, management, monitoring, advisory, consulting, refinancing, subsequent transaction, advisory and exit fees (including termination fees) and related indemnities and expenses paid or accrued in such period to any member of the board of directors of the Borrower, Madison or any Affiliate of Madison to the extent permitted under Section 5.20 and (ii) non-operating expenses incurred pursuant to the Management Services Agreement; plus (g) net realized losses from Obligations under Hedge Agreements or embedded derivatives that require similar accounting treatment and the application of Accounting Standard Codification Topic 815 (“Topic 815”) and related pronouncements; plus (h) cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing Consolidated Adjusted EBITDA or Consolidated Net Income in any period to the extent non-cash gains relating to such income were deducted in the calculation of Consolidated Adjusted EBITDA pursuant to clause (2) below for any previous period and not added back; plus (i) any costs or expense 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, any severance agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are either (i) relating to any EAR or (ii) funded with cash proceeds contributed to the capital of the Borrower or net cash proceeds of an issuance of Equity Interests (other than Disqualified Equity Interests) of the Borrower solely to the extent that such net cash proceeds are excluded from the calculation of Cumulative Amount; plus (j) any net pension or other post-employment benefit costs representing amortization of unrecognized prior service costs, actuarial losses, including amortization of such amounts arising in prior periods, amortization of the unrecognized net obligation (and loss or cost) existing at the date of the initial application of Accounting Standards Codification Topic 715, and any other items of a similar nature; plus (k) the amount of loss or discount on sale of receivables and related assets to the Receivables Subsidiary in connection with a Permitted Receivables Financing; plus (l) earn-out and contingent consideration obligations (including to the extent accounted for as bonuses or otherwise) and adjustments thereof and purchase price adjustments, in each case in connection with acquisitions or an Investment (including obligations under earn-outs existing on the Effective Date); plus 26 #4903-7233-6530

 (m) the amount of “run rate” cost savings (including, without limitation, cost savings with respect to salary, benefit and other direct savings resulting from workforce reductions and facility, benefit, insurance and procurement savings), operating expense reductions (including, without limitation, reductions with respect to facility closures and delivery fleet consolidation), other operating improvements and initiatives and synergies projected by the Borrower in good faith to be reasonably anticipated to be realizable or a plan for realization shall have been established within twenty four (24) months of the date of determination to take such action (which will be added to Consolidated Adjusted EBITDA as so projected until fully realized and calculated on a pro forma basis as though such cost savings (including, without limitation, cost savings with respect to salary, benefit and other direct savings resulting from workforce reductions and facility, benefit, insurance and procurement savings), operating expense reductions (including, without limitation, reductions with respect to facility closures and delivery fleet consolidation), other operating improvements and initiatives and synergies had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions; provided that all steps have been taken, or are reasonably expected to be taken, in good faith, for realizing such cost savings and such cost savings are reasonably identifiable and factually supportable (in the good faith determination of the Borrower); plus (n) Consolidated Cash Interest Expense of such Person for such period (including (x) net losses on any Obligations under Hedge Agreements or other derivative instruments entered into for the purpose of hedging interest rate, currency or commodities risk, (y) bank fees and (z) costs of surety bonds in connection with financing activities, plus amounts excluded from the definition of “Consolidated Interest Expense”), to the extent the same were deducted (and not added back) in calculating such Consolidated Net Income; plus (o) (x) Consolidated Depreciation and Amortization Expense and (y) lease expenses as defined under Accounting Standards Board ASC 842 Leases, in each case of such Person for such period to the extent the same were deducted (and not added back) in computing Consolidated Net Income; plus (p) the amount of any minority interest expense consisting of Subsidiary income attributable to minority equity interests of third parties in any non-wholly owned Subsidiary; plus (q) realized foreign exchange losses resulting from the impact of foreign currency changes on the valuation of assets or liabilities on the balance sheet of the Borrower and its Restricted Subsidiaries; plus (r) the amount of expenses relating to payments made to option holders of the Borrower or any parent entity in connection with, or as a result of, any distribution being made to equityholders of such Person or its parent entities, which payments are being made to compensate such option holders as though they were equityholders at the time of, and entitled to share in, such distribution, in each case to the extent permitted under this Agreement; plus (s) losses, expenses or charges (including all fees and expenses or charges related thereto) (i) from abandoned, closed, disposed or discontinued operations and any losses 27 #4903-7233-6530

 on disposal of abandoned, closed or discontinued operations and (ii) attributable to business dispositions or asset dispositions (other than in the ordinary course of business) as determined in good faith; plus (t) Public Company Costs; plus (u) cost related to the implementation of operational and reporting systems and technology initiatives; plus (v) [reserved]; (w) [reserved]; and (x) adjustments and addbacks reflected in either (x) the Investors’ financial model delivered to the Administrative Agent by Madison or the Borrower and dated as of March 26, 2021, (y) the management presentation and confidential information memorandum provided by the Target or (z) (1) the Quality of Earnings Report delivered to Goldman Sachs on or prior to April 5, 2021 and (2) any quality of earnings report from a nationally or regionally recognized accounting firm delivered to the Administrative Agent in connection with any Permitted Acquisition or similar investment (together with any updates or modifications thereto reasonably agreed to between the Borrower and the Administrative Agent); (ii) decreased (without duplication) by: (a) non-cash gains increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced Consolidated Adjusted EBITDA in any prior period; plus (b) any net income included in Consolidated Net Income attributable to non-controlling interests pursuant to the application of Topic 810. Notwithstanding anything to the contrary herein, it is agreed that for any period that includes the Fiscal Quarters ended June 30, 2020, September 30, 2020, December 31, 202 or March 31, 2021, (i) Consolidated Adjusted EBITDA for the Fiscal Quarter ended June 30, 2020 shall be deemed to be $104,500,000.00, (ii) Consolidated Adjusted EBITDA for the Fiscal Quarter ended September 30, 2020 shall be deemed to be $142,200,000.00, (iii) Consolidated Adjusted EBITDA for the Fiscal Quarter ended December 31, 2020 shall be deemed to be $148,90…