10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2022

OR

☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from __________ to __________.

Commission File Number: 001-38002

Laureate Education, Inc.

(Exact name of registrant as specified in its charter)

Delaware			52-1492296
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
PMB 1158, 1000 Brickell Avenue, Suite 715,	Miami,	Florida	33131
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (786) 209-3368

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.004 per share	LAUR	The NASDAQ Stock Market LLC
		Nasdaq Global Select Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of June 30, 2022 (the last business day of the registrant's most recently completed second fiscal quarter), the aggregate market value of the common stock held by non-affiliates of the registrant was $1.241 billion (based on the closing price of the registrant's common stock on that date as reported on the Nasdaq Global Select Market).

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Class	Outstanding at January 31, 2023
Common stock, par value $0.004 per share	157,012,698 shares

Documents Incorporated by Reference

The registrant incorporates by reference its definitive proxy statement with respect to its 2023 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission within 120 days following the end of its fiscal year, into Part III of this Annual Report on Form 10‑K.

Index
		Page No.
Part I		4
Item 1.	Business	4
Item 1A.	Risk Factors	15
Item 1B.	Unresolved Staff Comments	26
Item 2.	Properties	27
Item 3.	Legal Proceedings	27
Item 4.	Mine Safety Disclosures	27
Part II		28
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	28
Item 6.	[Reserved]	30
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	30
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	52
Item 8.	Financial Statements and Supplementary Data	54
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	104
Item 9A.	Controls and Procedures	104
Item 9B.	Other Information	104
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	104
Part III		105
Item 10.	Directors, Executive Officers and Corporate Governance	105
Item 11.	Executive Compensation	106
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	106
Item 13.	Certain Relationships and Related Transactions, and Director Independence	106
Item 14.	Principal Accountant Fees and Services	106
Part IV		107
Item 15.	Exhibits and Financial Statement Schedules	107
Item 16.	Form 10-K Summary	111
Signatures		112

As used in this Annual Report on Form 10‑K (this “Form 10‑K”), unless otherwise stated or the context otherwise requires, references to “we,” “us,” “our,” the “Company,” “Laureate” and similar references refer collectively to Laureate Education, Inc. and its subsidiaries.

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Trademarks and Tradenames

LAUREATE, LAUREATE INTERNATIONAL UNIVERSITIES and the leaf symbol are trademarks of Laureate Education, Inc. in the United States and other countries. This Form 10‑K also includes other trademarks of Laureate and trademarks of other persons, which are properties of their respective owners.

Industry and Market Data

We obtained the industry, market and competitive position data used throughout this Form 10‑K from our own internal estimates and research, as well as from industry publications and research, surveys and studies conducted by third‑party sources.

Industry publications, studies and surveys generally state that they have been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. We have not independently verified industry, market and competitive position data from third‑party sources. While we believe that our internal business estimates and research are reliable and the market definitions are appropriate, neither such estimates or research nor these definitions have been verified by any independent source.

Forward‑Looking Statements

This Form 10‑K contains “forward‑looking statements” within the meaning of the federal securities laws, which involve risks and uncertainties. You can identify forward‑looking statements because they contain words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates” or “anticipates” or similar expressions that concern our strategy, plans or intentions. All statements we make relating to estimated and projected earnings, costs, expenditures, cash flows, growth rates and financial results, and all statements we make relating to our current growth strategy and other future plans, strategies or transactions that may be identified, explored or implemented and any litigation or dispute resulting from any completed transaction are forward-looking statements. In addition, we, through our senior management, from time to time make forward‑looking public statements concerning our expected future operations and performance and other developments. All of these forward‑looking statements are subject to risks and uncertainties that may change at any time, including with respect to our current growth strategy and the impact of any completed divestiture or separation transaction on our remaining businesses. Accordingly, our actual results may differ materially from those we expected. We derive most of our forward‑looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and, of course, it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, including, without limitation, in conjunction with the forward‑looking statements and risk factors included in this Form 10‑K, are disclosed under various sections throughout this Form 10‑K, including, but not limited to, Item 1—Business, Item 1A—Risk Factors, and Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations. All subsequent written and oral forward‑looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the factors discussed in this Form 10‑K. Some of the factors that we believe could affect our results include:

•the risks associated with operating our portfolio of degree-granting higher education institutions in Mexico and Peru, including complex business, political, legal, regulatory, tax and economic risks;

•our ability to maintain and, subsequently, increase tuition rates and student enrollments in our institutions;

•our ability to effectively manage the growth of our business and increase our operating leverage;

•the risks associated with maintaining the value of our brands and our reputation;

•the effect of existing international and U.S. laws and regulations governing our business or changes to those laws and regulations or in their application to our business;

•changes in the political, economic and business climate in the markets in which we operate;

•risks of downturns in general economic conditions and in the educational services and education technology industries that could, among other things, impair our goodwill and intangible assets;

•possible increased competition from other educational service providers;

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•market acceptance of new service offerings by us or our competitors and our ability to predict and respond to changes in the markets for our educational services;

•the effect of greater than anticipated tax liabilities;

•the effect on our business and results of operations from fluctuations in the value of foreign currencies;

•the fluctuations in revenues due to seasonality;

•the risks associated with disruptions to our computer networks and other cybersecurity incidents, including misappropriation of personal or proprietary information;

•the risks and uncertainties associated with an epidemic, pandemic or other public health emergency, such as the global coronavirus (COVID-19) pandemic, including, but not limited to, effects on student enrollment, tuition pricing, and collections in future periods;

•the risks associated with protests, strikes or natural or other disasters;

•our ability to attract and retain key personnel;

•our ability to maintain proper and effective internal controls necessary to produce accurate financial statements on a timely basis;

•the risks associated with indebtedness and disruptions to credit and equity markets;

•our focus on a specific public benefit purpose and producing a positive effect for society may negatively influence our financial performance; and

•the future trading prices of our common stock and the impact of any securities analysts’ reports on these prices.

We caution you that the foregoing list of important factors may not contain all of the material factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward‑looking statements contained in this Form 10‑K may not in fact occur. We undertake no obligation to publicly update or revise any forward‑looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

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Part I

Item 1. Business

Our continuing operations include Mexico and Peru. Unless otherwise indicated, the information in or incorporated by reference into this Form 10-K, including our segment information, relates only to our continuing operations.

General

We operate a portfolio of degree-granting higher education institutions in Mexico and Peru. These institutions, which we collectively refer to as the Laureate International Universities network, are leading brands in their respective markets and offer a broad range of undergraduate and graduate degrees through campus-based, online and hybrid programs. Collectively, we have approximately 423,000 students enrolled at five institutions with over 50 campuses as of December 31, 2022. Our institutions in Mexico and Peru operate within scaled country networks, which provide advantages in terms of shared infrastructure, technology, curricula and operational best practices. More than 80% of our students are enrolled in programs of four or more years in duration. As of December 31, 2022, a vast majority of our students were enrolled at traditional, campus-based institutions offering multi-year degrees, similar to leading private and public higher education institutions in developed markets such as the United States and Europe.

Our programs are designed with a distinct emphasis on applied, professional-oriented content for growing career fields and are focused on academic disciplines that we believe offer strong employment opportunities and high earnings potential for our students. We continually and proactively adapt our curriculum to the needs of the market. In particular, we emphasize science, technology, engineering and math (STEM) and business disciplines, areas in which we believe that there is large and growing demand, especially in developing countries. Students pursuing degrees in Medicine & Health Sciences, Engineering & Information Technology and Business & Management, our three largest disciplines, constitute over 70% of our total post-secondary enrollments. We believe that the work of our graduates in these disciplines creates a positive impact on the communities we serve and strengthens our institutions’ reputations within their respective markets. Our focus on private-pay and our track record for delivering high-quality outcomes to our students, while stressing affordability and accessibility, has been a key reason for our long record of success.

We believe that the higher education markets in Mexico and Peru present an attractive long-term opportunity, primarily because of the large and growing imbalance between the supply and demand for affordable, quality higher education in those markets. We believe that the combination of the projected growth in the middle class, limited government resources dedicated to higher education, and a clear value proposition demonstrated by the higher earnings potential afforded by higher education creates substantial opportunities for high-quality private institutions to meet this growing and unmet demand. By offering high-quality, outcome-focused education, we believe that we enable students to prosper and thrive in the dynamic and evolving knowledge economy.

In many developing markets, traditional higher education students (defined as 18-24 year olds) have historically been served by public universities, which have limited capacity and are often underfunded, resulting in an inability to meet growing student demands and employer requirements. In addition, in many of these same markets, non-traditional students, such as working adults and distance learners, have limited options for pursuing higher education. With strong brands and highly reputed institutions in Mexico and Peru, we believe that we are uniquely positioned to address these market opportunities.

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Country	Institution	Enrollment at December 31, 2022	Market Segment	QS Stars™ Overall University Rating	Ratings/Rankings
Mexico	Universidad del Valle de México (UVM)	103,700	Premium/ Traditional	««««	•Ranked Top 10 university in Mexico
					•5-Star rated by QS Stars™ in categories of Employability & Inclusiveness
Mexico	Universidad Tecnológica de México (UNITEC)	119,100	Value/Teaching	«««	•Largest private university in Mexico
					•5-Stars rated by QS Stars™ in categories of Employability & Inclusiveness
Peru	Universidad Peruana de Ciencias Aplicadas (UPC)	69,000	Premium/Traditional	««««	•Ranked Top 5 university in Peru
					•5-Star rated by QS Stars™ in categories of Employability & Inclusiveness
Peru	Universidad Privada del Norte (UPN)	112,100	Value/Teaching	««««	•3rd largest private university in Peru
					•5-Stars rated by QS Stars™ in categories of Employability & Inclusiveness
Peru	CIBERTEC	19,100	Tech/Voc	N/A	•2nd largest private tech/voc institute in Peru

Sources: QS Stars™, Guía Universitaria (UVM), AmericaEconomia (UPC)

Our institutions in Mexico and Peru offer traditional higher education students a private education alternative, with multiple brands and price points in each market and innovative programs and strong career-driven outcomes. Additionally, through targeted programs and multiple teaching modalities, we are able to serve the differentiated needs of non-traditional students in these markets.

Our program and level of study mix for 2022 was as follows:

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Our Segments

We have two reportable segments, which are summarized in the charts below. The following information for our segments is presented as of December 31, 2022.

Our Industry

We operate higher education institutions in Mexico and Peru. These markets are characterized by what we believe is a significant imbalance between supply and demand. The demand for higher education is large and growing and is fueled by several demographic and economic factors, including a growing middle class, global growth in services and technology-related industries and recognition of the significant personal and economic benefits gained by graduates of higher education institutions. At the same time, the respective Mexican and Peruvian governments often have limited resources to devote to higher education, resulting in a diminished ability by the public sector to meet growing demand, and creating opportunities for private education providers to enter these markets and deliver high-quality education. As a result, the private sector plays a large and growing role in higher education.

Favorable industry dynamics in Mexico and Peru driving growth in the higher education sector include the following:

Large, Growing and Underpenetrated Population of Qualified Higher Education Students. In many countries, including throughout Latin America and other developing regions, there is growing demand for higher education based on favorable demographics, increasing secondary completion rates and increasing higher education participation rates, resulting in continued growth in higher education enrollments. While global participation rates have increased for traditional higher education students (defined as 18-24 year olds), the market for higher education in Mexico and Peru is still significantly underpenetrated, at approximately 34% and 52%, respectively, as compared to approximately 62% in the United States.

Strong Economic Incentives for Higher Education. According to data from the Organization for Economic Co-operation and Development (“OECD”), in countries that are members of the OECD, the earnings from employment for younger adults (25-34 years) and older adults (45-54 years) completing higher education were approximately 39% and 75% higher, respectively, than those of younger and older adults with only an upper secondary education. We believe that the cumulative impact of favorable demographic and socio-economic trends, coupled with the superior earnings potential of higher education graduates, will continue to expand the market for private higher education.

Increasing Role of the Private Sector in Higher Education. In both Mexico and Peru, the private sector plays a meaningful role in higher education, bridging supply and demand imbalances created by a lack of capacity at public universities. In Mexico, private education providers constitute 36% of the total higher-education market (42% in states in which we have operations). In Peru, private education providers constitute 73% of the total higher-education market. In addition to capacity limitations, we believe that limited public resources, and the corresponding policy reforms to make higher education systems less dependent on the financial and operational support of local governments, have resulted in increased enrollments in private institutions relative to public institutions.

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Increasing Demand for Online Offerings. We believe that increasing student demand, new instruction methodologies designed for the online medium, and growing employer and regulatory acceptance of degrees obtained through online and hybrid modalities will continue to drive online learning in Mexico and Peru. Moreover, increasing the percentage of courses taught online in a hybrid educational model has significant cost and capital efficiency benefits, as a greater number of students can be accommodated in existing physical campus space.

Our Strengths and Competitive Advantages

We believe that our key competitive strengths that will enable us to execute our strategy include the following:

Scaled Platform Institutions Across Country Networks. Our scale within the countries in which we operate facilitates distinct advantages for our students and allows us to leverage our operating model across multiple brands in Mexico and Peru.

Our in-country networks facilitate competitive advantages related to:

•Curricula and Programs. We are able to leverage our curricula and resources, allowing for the rapid deployment of new programs. Increasing amounts of our curricula are being standardized, allowing us to lower the cost of program development by reusing and sharing content, while improving the quality of our programs.

•Best Practices. Through collaboration across our institutions, best practices for key operational processes, such as digital marketing, data science/AI, scheduling, retention management, market research, campus design, faculty training, student services and recruitment, are identified and then rolled out to all of our institutions.

•Unified Systems. Our scale also permits increased investment in unified technology systems and an opportunity to leverage standardization of processes, centralization of common services (such as information technology, finance and procurement) and intellectual property, and implementing a common operating model and platform for content development, digital campus experiences, student services, recruitment and administrative services within each country. These systems provide data and insights on a scale that we believe will allow us to improve student experience, retention rates and outcomes, while also enabling a more efficient and lower cost educational delivery model.

Leading Online Technology. Our commitment to digital teaching and learning has been manifested through significant investments in core technologies, as well as in human resources, training and development activities. These investments have been instrumental in establishing a deep level of expertise in online education, facilitating the design and delivery of high quality, effective and differentiated online courses in the markets in which we operate.

Long-Standing and Respected University Brands. We believe that we have established a reputation for providing high-quality higher education, and our institutions are among the most respected higher education brands in their local markets. Our institutions have long-established histories and are ranked among the best in their respective countries.

In addition, many of our institutions and programs have earned the highest accreditation available, which provides us with a strong competitive advantage in local markets. For example, medical school licenses are often the most difficult to obtain and are only granted to institutions that meet rigorous standards. Throughout Mexico and Peru we operate 13 medical and seven dental schools. We believe that the establishment of our medical and dental schools further validates the quality of our institutions and programs and increases brand awareness.

Commitment to Academic Quality. We offer high-quality undergraduate, graduate and specialized programs in a wide range of disciplines that generate strong interest from students and provide attractive employment prospects. We focus on programs that prepare our students to become employed in high demand professions. Our curriculum development process includes employer surveys and ongoing research into business trends to determine the skills and knowledge base that will be required by those employers in the future. This information results in timely curriculum upgrades, which helps ensure that our graduates acquire the skills that will make them marketable to employers. We also are committed to continually evaluating our institutions to ensure we are providing the highest quality education to our students. External assessment methodologies, such as QS Stars™, allows us to identify key areas for improvement in order to drive a culture of quality and continual innovation at our institutions.

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Attractive Financial Model.

•Private Pay Model. Essentially all of our revenues for 2022 were generated from private pay sources, as there are no material government-sponsored student loan programs in Mexico or Peru. We believe that students’ and families’ willingness to allocate personal resources to fund higher education at our institutions validates our strong value proposition.

•Revenue Visibility Enhanced by Program Length and Strong Retention. The length of our programs provides us with a high degree of revenue visibility. The majority of the academic programs offered by our institutions last between four and five years, and more than 80% of our students were enrolled in programs of at least four years or more in duration as of December 31, 2022. Additionally, we actively monitor and manage student retention because of the impact it has on student outcomes and our financial results. Our historical annual student retention rate, which we define as the proportion of prior year students returning in the current year (excluding graduating students), was 79% on average over the last five years. Given our high degree of revenue visibility, we are able to make attractive capital investments and execute other strategic initiatives to help drive sustainable growth in our business.

•Attractive Margin Profile with Significant Operating Leverage. Our scale within each country provides significant advantages, enabling us to operate efficiently with attractive margin levels. We focus on optimizing our operations at the country level through our in-county networks.

Our Strategy

Our mission is to deliver affordable, high-quality education to prepare students for successful careers and lifelong achievement, while building pride, trust, and respect in our communities. To achieve our mission, we execute a strategy enabled by the following initiatives:

Integration of Campus-Based Operations in Mexico and Peru. Our institutions in Mexico and Peru serve approximately 423,000 students in a relatively homogenous operating environment, creating a unique opportunity to harvest the benefits of scale. We believe that by implementing best practices within each country we will enable closer collaboration and facilitate innovation and improved student experiences. We believe that this unification will enable us to be more nimble in our day-to-day operations and will allow us to extract valuable insights from more data across our network. Further, we believe that integration will enable further innovation and efficiency in our academic model and operations, and allow us to expand our market share.

Leverage and Expand Existing Portfolio. We will continue to focus on opportunities to expand our programs and the type of students that we serve, as well as our capacity in our markets to meet local demand, leveraging our existing platform to execute on attractive organic growth opportunities. In particular, we intend to add new programs and course offerings, expand target student demographics and, where appropriate, increase capacity at existing campuses and through hybrid online opportunities, open new campuses and enter new cities in existing markets. We believe that these initiatives will drive growth and provide an attractive return on capital.

•Add New Programs and Course Offerings. We will continue to develop new programs and course offerings to address the changing needs in the markets. New programs and course offerings enable us to provide a high-quality education that we believe is desired by students and prospective employers. In addition, we have a comprehensive suite of current program offerings, all of which are not currently offered in each campus in which we operate. We intend to lift and shift many of those current programs to the campuses where they are not currently being offered, with a particular focus on our health sciences vertical.

•Expand Target Student Demographics. We use sophisticated analytical techniques to identify opportunities to provide quality education to new or underserved student populations where market demand is not being met, such as non-traditional students (e.g., working adults, life-long learners) who may value flexible scheduling options, as well as traditional students. Our ability to provide quality education to these underserved markets has provided additional growth opportunities to our network and we intend to leverage our management capabilities and local knowledge to further capitalize on these opportunities in new and existing markets.

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•Increase Capacity at Existing and New Campus Locations. We will continue to make demand-driven investments in additional capacity throughout our network by expanding existing campuses and opening new campuses, including in new cities. We employ a highly analytical process based on economic and demographic trends, and demand data for the local market to determine when and where to expand capacity. When opening a new campus or expanding existing facilities, we use best practices that we have developed over more than the past decade to cost-effectively expedite the opening and development of that location.

Expand Online and Hybrid Education Programs. We intend to increase the number of our students that receive their education through fully online or hybrid programs to meet the growing demands of students. Our online initiative is designed to not only provide students with access to innovative programs and modern digital experiences, but also to diversify our offerings, increase our enrollments and expand our digital solutions in a capital efficient manner, leveraging current infrastructure and improving classroom utilization.

The percentage of student credit hours taken online in our campus-based institutions was approximately 27% for 2019. During most of 2020 and 2021, due to the COVID-19 pandemic, all of our students were effectively transitioned to an online learning environment, at scale. In 2022, our students, faculty and staff were able to safely return to campus and fully transitioned to blended learning modalities by the second half of the year. As we return to face-to-face operations at our campuses, we are targeting to have 40% to 60% percent of our student credit hours taken online going forward. With a common learning management system implemented across our universities, we believe that we have the expertise to continue to expand online and hybrid offerings to meet the growing demand for this market opportunity, allowing us to differentiate ourselves further from our competitors.

We continue to accelerate the advancement of online education programs and technology-enabled solutions that deliver high-quality differentiated student experiences for our institutions at scale.

Our strategy for the online opportunity includes the following components:

•Hybrid Online Programs. Traditional 18-24 year old students attending campus-based institutions are increasingly seeking digital learning experiences that are blended with in-person learning. We provide those students with a hybrid learning experience, mixing face-to-face classroom experience with technology through our online platform, which we believe improves the student experience by providing them with a wide range of online courses, interactive discussions, virtual experiences, digital resources, and simulations that enhance their learning experiences both within and outside the classroom.

•Fully Online Programs. Many students require flexible learning modules to accommodate work and personal responsibilities. Often, these students are working adults who are looking to either complete an undergraduate or post-graduate degree, or who want to gain a credential to accelerate or change careers. Our fully online programs provide students with a high-quality curriculum experience to achieve their goals.

Our Segments and Institutions

Laureate offers its educational services through two reportable segments: Mexico and Peru.

We determine our segments based on information utilized by our chief operating decision maker to allocate resources and assess performance. See Note 6, Business and Geographic Segment Information, in our consolidated financial statements for financial information regarding our operating segments and financial information about geographic areas; see also “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Segment Results” and “—Overview—Factors Affecting Comparability—Seasonality” in this Form 10-K.

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The following table presents information about the institutions as of December 31, 2022:

Reportable Segment (Enrollment)	Higher Education Institution	Year Joined Laureate Network	Year Founded
Mexico	Universidad del Valle de México (UVM)	2000	1960
(222,800)	Universidad Tecnológica de México (UNITEC)	2008	1966
Peru	Universidad Peruana de Ciencias Aplicadas (UPC)	2004	1994
(200,200)	CIBERTEC	2004	1983
	Universidad Privada del Norte (UPN)	2007	1994

Competition

We face competition in both of our reportable segments. We believe that competition focuses on price, educational quality, reputation, brand positioning, location and facilities.

The market for higher education in Mexico and Peru is highly fragmented and marked by large numbers of local competitors. The target demographics are primarily 18- to 24-year-olds in the countries in which we compete. Public institutions tend to be less expensive, if not free, but limited in capacity. The top public universities in these market are selective, and many of the other public universities are less focused on practical programs aligned around career opportunities. This creates market demand for private educational providers. We compete with other private higher education institutions on the basis of price, educational quality, reputation and location. We believe that we compare favorably with competitors because of our focus on quality, professional-oriented curriculum and the competitive advantages provided by our network. There are a number of private and public institutions in both of the countries in which we operate, and it is difficult to predict how the markets will evolve and how many competitors there will be in the future. We expect competition to increase as the Mexican and Peruvian markets continue to develop.

See “Item 1A—Risk Factors—Risks Relating to Our Business—The higher education market is very competitive, and we may not be able to compete effectively.”

Intellectual Property

We currently own, or have filed applications for, trademark registrations for the word “Laureate,” for “Laureate International Universities” and for the Laureate leaf logo in the trademark offices of all jurisdictions in which we operate institutions of higher learning. We have also registered or filed applications in the applicable jurisdictions in which we operate for the trademarks “Laureate Online International” and “Laureate Online Education.” In addition, we have the rights to trade names, logos and other intellectual property specific to most of our higher education institutions, in the countries in which those institutions operate.

Human Capital

At Laureate Education, Inc., we employ approximately 35,000 people (including approximately 22,000 academic staff) and are committed to promoting a culture that is strengthened by its diversity, enriched through collaboration, and built upon a foundation of continuous learning and development.

Our workforce proudly serves a population of approximately 423,000 students across Mexico and Peru and is focused on delivering academic quality and a market-leading student experience, while ensuring the highest standards of accountability, governance, and reporting.

Leading an international workforce requires a combination of universal standards, expectations, and protocols, along with a deep understanding of local culture and context. Regardless of geography, we establish and maintain the highest degree of ethical conduct, compliance, and transparency, and design and implement initiatives to promote engagement, performance, and collaboration.

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In 2022, some of our company-wide initiatives included:

Ethics and Compliance

•The launch of a revised Code of Conduct, which sets out principles of integrity and ethical behavior, and our responsibilities to each other, our students, suppliers, stockholders, and the public. The Code covers such topics as accurate records, proper use of assets and information, conflicts of interest, and bribery and corruption.

•Company-wide Ethics communication campaigns targeting all employees, including live, interactive town-halls.

•Ongoing mandatory training for all employees, in all geographies.

Employee Engagement Benchmarking

•We conducted a comprehensive employee engagement survey, with an overall response rate of 79%, and an overall engagement score well above the median within higher education.

•Our overall engagement score combines net promoter score, pride in the company, intention to stay, and discretionary effort to go above and beyond. Specific areas of strength, company-wide, included productivity, engagement, and inclusion. The survey also revealed areas in which we can improve, and a series of targeted actions are being developed for 2023.

Recognizing the Impact of our People

•Through the expertise, passion, and commitment of our people, we are making a positive impact within and beyond communities across Mexico, Peru, and the United States. In 2022 we published our 2021 Impact Report which recognizes and celebrates the impact our people are creating. The report is available on our website at laureate.net. We plan to continue these efforts with publication of our 2022 Impact Report later this year. Information contained on our website is not incorporated by reference herein and is not a part of this Annual Report on Form 10-K.

Diversity and Inclusion

•We are committed to strengthening our commitment to Diversity and Inclusion across our company. In 2022, we established a Diversity and Equity Committee across both our universities in Mexico, and in Peru, we improved gender diversity in senior leadership by more than 20%.

Our History

Since making our first investment in global higher education in 1999, we have focused on expanding access to differentiated higher education and learning opportunities to traditionally underserved areas of the world. In August 2007, we were acquired in a leveraged buyout by a consortium of investment funds and other investors. On February 6, 2017, we consummated our initial public offering and shares of our common stock began trading on the Nasdaq under the symbol “LAUR”.

Public Benefit Corporation Status

In October 2015, we redomiciled in Delaware as a public benefit corporation as a demonstration of our long-term commitment to our mission to benefit our students and society. Public benefit corporations are intended to produce a public benefit and to operate in a responsible and sustainable manner. Under Delaware law, public benefit corporations are required to identify in their certificate of incorporation the public benefit or benefits they will promote and their directors have a duty to manage the affairs of the corporation in a manner that balances the pecuniary interests of the stockholders, the best interests of those materially affected by the corporation’s conduct, and the specific public benefit or public benefits identified in the public benefit corporation’s certificate of incorporation. Public benefit corporations organized in Delaware also are required to assess their benefit performance internally and to disclose publicly at least biennially a report detailing their success in meeting their benefit objectives.

Our public benefit, as provided in our amended and restated certificate of incorporation, is to produce a positive effect (or a reduction of negative effects) for society and persons by offering diverse education programs delivered online and on premises operated in the communities that we serve. By doing so, we believe that we provide greater access to cost-effective, high-quality higher education that enables more students to achieve their academic and career aspirations. Our operations are outside the United States, where there is a large and growing imbalance between the supply and demand for quality higher education. Our stated public benefit is firmly rooted in our company mission and our belief that when our students succeed, countries

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prosper and societies benefit. Becoming a public benefit corporation underscores our commitment to our purpose and our stakeholders, including students, regulators, employers, local communities and stockholders.

Available Information

Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports are available free of charge through the “Financials” portion of our investor relations website at http://investors.laureate.net and on the SEC's website at www.sec.gov as soon as reasonably practical after they are filed with the SEC. Various corporate governance documents, including our Audit Committee Charter, Compensation Committee Charter, Nominating and Corporate Governance Committee Charter, Corporate Governance Guidelines and Code of Conduct and Ethics are available without charge through the “Leadership and Governance” portion of our investor relations website, listed above. In addition, we may use our website as a distribution channel of material company information, and we also webcast our earnings calls via our investor relations website.

Industry Regulation

Mexican Regulation

Mexican law provides that private entities are entitled to render education services in accordance with applicable legal provisions. These provisions regulate the education services rendered by the federal government, the states and private entities and contain guidelines for the allocation of the higher education role among the federal government, the states and the municipalities, including their respective economic contributions, in order to jointly participate in the development and coordination of higher education.

There are three levels of regulation in Mexico: federal, state and municipal. The federal authority is the Federal Ministry of Public Education (Secretaría de Educación Pública). Each of the 31 states and Mexico City has the right to establish a local Ministry of Education, and each municipality of each state may establish a municipal education authority that only has authority to advertise and promote educational services and/or activities.

Some functions are exclusive to the Federal Ministry of Education, such as the establishment of study plans and programs for Basic and Mid-Superior education services. There are also concurrent functions, such as the granting and withdrawal of governmental recognition of validity of studies (Reconocimiento de Validez Oficial de Estudios) (“REVOEs”).

The General Law on Education (Ley General de Educación) in Mexico classifies studies in the following three categories: (i) Basic Education, which includes pre-school (kindergarten), elementary school and junior high school (secundaria); (ii) Mid-Superior Education, which includes high school (preparatoria) and equivalent studies, as well as professional education that does not consider preparatoria as a prerequisite; and (iii) Superior Education, which includes the studies taught after preparatoria, including undergraduate school (licenciatura), specialties (especialidades), master’s studies, doctorate studies and studies for teachers (educación normal).

The REVOEs are issued either by the Federal Ministry of Education under the General Law on Education or by any of the state Ministries of Education under the applicable state law. REVOEs are granted for each program taught at each campus. If there is a change in the program or in the campus at which it is taught, the entity will need to get a new REVOE.

The Federal Ministry of Education has issued a set of general resolutions (Acuerdos) that regulate the general requirements for obtaining REVOEs. The main Acuerdos are (i) Acuerdo 243, issued on May 27, 1998, which sets the general guidelines for obtaining an Authorization or REVOE; (ii) Acuerdo 17/11/17, issued on November 10, 2017, which sets the procedures related to REVOEs for Superior Education studies; and (iii) Acuerdo 18/11/18, issued on November 27, 2018, which defines the different levels, models and educational options at Superior Education. The Federal Ministry of Education recommends to the local Ministries of Education the adoption and inclusion of the provisions contained in Acuerdo 243 and Acuerdo 17/11/17 in the local Law on Education and other applicable local laws and regulations.

Depending on each state, other requirements may apply; for example, in certain states, private institutions that provide educational services with REVOEs need to be registered with the corresponding local authorities.

Acuerdo 17/11/17 regulates in detail the provisions contained under the General Law on Education to grant REVOEs for Superior Education studies, regarding faculty, plans and programs of studies, inspection visits, procedures, etc. Acuerdo 17/11/17 also provides that private institutions that provide Superior Education services in accordance with presidential decrees or secretarial resolutions (acuerdos secretariales) issued specifically to them may maintain the obligations provided to them

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thereunder and may function under the simplified provisions of Acuerdo 17/11/17. Currently, Universidad Tecnológica de México, S.C. and Universidad del Valle de México, S.C. have secretarial resolutions that were issued in their favor before the issuance of Acuerdo 17/11/17. The obligations contained in these secretarial resolutions generally conform to the obligations provided under Acuerdo 17/11/17.

The regulatory authorities are entitled to conduct inspection visits to the facilities of educational institutions to verify compliance with applicable legal provisions. Failure to comply with applicable legal provisions may result in the imposition of fines, the cancellation of the applicable REVOE and the closure of the education facilities.

Private institutions with REVOEs are required to grant a minimum percentage of scholarships to students. Acuerdo 17/11/17 requires private institutions to grant scholarships to at least five percent of the total students registered during each academic term. Scholarships consist, in whole or in part, of payment of the registration and tuition fees established by the educational institution.

Private entities may also obtain the recognition of validity of their programs from the National Autonomous University of Mexico (Universidad Nacional Autónoma de México or “UNAM”). The General Regulations of Incorporation and Validation of Studies issued by UNAM provide that programs followed in private entities may be “incorporated” to UNAM in order for UNAM to recognize their validity.

The UNAM regulations also require private entities incorporated to UNAM to grant scholarships to at least five percent of the total students registered at such entity. The students entitled to have this benefit will be selected by UNAM. Some of our high school programs and one of our medical programs are incorporated to UNAM.

A new higher education bill was enacted in April 2021, and expected secondary provisions for this bill have not yet been added to the legislative agenda. No foreseeable material changes are expected to impact the business as a result of this bill and the expected secondary provisions.

Peruvian Regulation

We operate three post-secondary education institutions in Peru, two of which are universities and one of which is a technical-vocational institute. Peruvian law provides that universities and technical-vocational institutes can be operated as public or private entities, and that the private entities may be organized for profit. The Ministry of Education (“MINEDU”) has overall responsibility for the national education system.

In 2014, the Peruvian Congress enacted a new law (the “University Law”) to regulate the establishment, operation, monitoring and closure of universities and to promote continuous improvement of quality at Peruvian universities. The University Law created a new agency, the Superintendencia Nacional de Educación Superior Universitaria (“SUNEDU”), which is responsible for carrying out the governmental role in university regulation, including ensuring quality. While institutional autonomy is still recognized, and universities are permitted to create their own internal governance rules and determine their own academic, management and economic systems, including curriculum design and entrance and graduation requirements, all of these matters are now subject to review and evaluation by SUNEDU through its periodic review of universities as part of a license renewal process.

Under the University Law, university licenses are granted for specific time periods but are renewable, and are granted by SUNEDU. Universities have to demonstrate to SUNEDU that they comply with, at a minimum, certain Basic Quality Conditions (“BQCs”) (i.e., that they have specified academic goals and that the degrees granted and plans of study are aligned with those goals; that their academic offerings are compatible with their planning goals (e.g., there is sufficient labor demand for careers offered); that there are only two regular semesters of studies per year; that they have appropriate infrastructure and equipment; that they engage in research; that they have a sufficient supply of qualified teachers, at least 25% of whom will need to be full-time; that they supply adequate basic complementary educational services (e.g., medical and psychological services and sports activities); that they provide appropriate placement office services; and that they have transparency of institutional information). Both UPC and UPN had their licenses renewed in 2017, in each case for a period of six years, extended one additional year due to COVID-19.

SUNEDU allows for the educational services to be provided by three modalities: (i) face-to-face learning (with a maximum of 20% virtual credits), (ii) hybrid learning (with 20% to 70% of the total credits of the academic program allowed to be taken virtually) and (iii) virtual learning (credits taken virtually cannot exceed 80% of the total credits of undergraduate academic programs, with the exception of programs that are specially designed for an adult population over 24 years old - (WA programs)). In December 2022, SUNEDU modified the possibility of having WA programs 100% virtual learning, leaving

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only the possibility of reaching 80% of virtuality. It does not apply to previously approved programs, as the case of UPC and UPN, which must be adapted to the new percentage at the time of re-licensing.

In January 2023, the Constitutional Court declared constitutional Law 31520 that was passed in July 2022, which modified the composition of the SUNEDU Board of Directors and reduced its powers for the approval of new careers, schools and faculties. We are awaiting the appointment of the new members of SUNEDU.

Technical-vocational institutes are regulated by the MINEDU, which grants operating licenses for six years, after which the Ministry conducts a revalidation process. Since 2016, a new law regarding technical-vocational institutes (the “Institutes Law”) was enacted. The Institutes Law created two types of institutes: Higher Education Institutes (“Institutes”) which are dedicated to technical careers and Higher Education Colleges (“Colleges”) which are devoted to technical careers related to education, as well as science and information technology. Colleges grant Technical Bachelor Degrees and Professional Technical Degrees. Institutes and Colleges are subject to a mandatory license granted by the MINEDU, based on an evaluation to determine compliance with BQCs. BQCs include: an appropriate institutional management guaranteeing a proper relation with the educational model of the institution; appropriate academic management and proper program studies aligned with the MINEDU norms; appropriate infrastructure and equipment to develop educational activities; adequate teachers and staff which, at a minimum, should consist of 20% full-time staff; and appropriate financial and economic provisions. Unlike licenses, quality accreditation is voluntary, except for certain careers for which it might be mandatory as determined by law. Such accreditation will be taken into consideration for access to public grants for scholarships and research, among other things. Private Institutes and Colleges may be organized as for-profit or not-for-profit entities under Peruvian law. According to the schedule determined by the regulations, in 2018, Cibertec was granted a license by the MINEDU for a five-year period. In November 2022, Cibertec’s license renewal was submitted, with a request for a renewal period of six years.

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Item 1A. Risk Factors

Risk Factors

In addition to the information set forth in this Form 10-K and our other filings with the SEC, you should carefully consider the following risks and uncertainties, which could materially adversely affect our business, financial condition, results of operations and cash flows. The risks identified below are not all encompassing but should be considered in establishing an opinion of our future operations. The situation continues to evolve, and additional impacts may arise of which we are not currently aware.

Risks Relating to Our Business

We operate a portfolio of degree-granting higher education institutions in Mexico and Peru and are subject to complex business, economic, legal, political, tax and foreign currency risks, which risks may be difficult to adequately address.

Our portfolio, which is composed of five institutions, operates in Mexico and Peru, each of which is subject to complex business, economic, legal, political, tax and foreign currency risks. We may have difficulty managing and administering our operations in multiple countries, and we may need to expend additional funds to, among other things, staff key management positions, obtain additional information technology infrastructure and successfully implement relevant course and program offerings for each market, which may materially adversely affect our business, financial condition and results of operations.

Additional challenges associated with the conduct of our business overseas that may materially adversely affect our operating results include:

•difficulty in staffing and managing foreign operations as a result of distance, language, legal and other differences;

•our presence solely in Latin America presents risks relating to regional economic pressures;

•each of our institutions is subject to unique business risks and challenges, including competitive pressures and diverse pricing environments at the local level;

•difficulty maintaining quality standards consistent with our brands and with local accreditation requirements;

•potential economic and political instability in the countries in which we operate, including student unrest;

•fluctuations in exchange rates, possible currency devaluations, inflation and hyperinflation;

•difficulty selecting, monitoring and controlling partners outside of the United States;

•compliance with a wide variety of foreign laws and regulations;

•expropriation of assets by governments;

•difficulty protecting our intellectual property rights overseas due to, among other reasons, the uncertainty of laws and enforcement in certain countries relating to the protection of intellectual property rights;

•lower levels of availability or use of the Internet, through which our online programs are delivered;

•limitations on the repatriation and investment of funds and foreign currency exchange restrictions; and

•acts of terrorism, public health risks, crime and natural disasters, particularly in areas in which we have significant operations.

Our success in operating our business will depend, in part, on our ability to anticipate and effectively manage these and other risks related to operating in multiple countries. Any failure by us to effectively manage the challenges associated with our operations could materially adversely affect our business, financial condition and results of operations.

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If we cannot maintain student enrollments in our institutions and maintain tuition levels, our results of operations may be materially adversely affected.

Our strategy for growth and profitability depends, in part, upon maintaining and, subsequently, increasing student enrollments in our institutions and maintaining tuition levels. Attrition rates are often due to factors outside our control. Students sometimes face financial, personal or family constraints that require them to drop out of school. They also are affected by economic and social factors prevalent in their countries. In some markets in which we operate, transfers between universities are not common and, as a result, we are less likely to fill spaces of students who drop out. In addition, our ability to attract and retain students may require us to discount tuition from published levels and may prevent us from increasing tuition levels at a rate consistent with inflation and increases in our costs. If we are unable to control the rate of student attrition, our overall enrollment levels are likely to decline, which could materially adversely affect our business, financial condition and results of operations. If we are unable to charge tuition rates that are both competitive and cover our rising expenses, our business, financial condition, cash flows and results of operations may be materially adversely affected. In addition, student enrollment may be negatively affected by our reputation and any negative publicity related to us.

Our success depends substantially on the value of the local brands of each of our institutions, each of which may be materially adversely affected by changes in current and prospective students’ perception of our reputation and the use of social media.

Each of our institutions has worked hard to establish the value of its individual brand. Brand value may be severely damaged, even by isolated incidents, particularly if the incidents receive considerable negative publicity. There has been a marked increase in use of social media platforms and other forms of Internet-based communications that allow individuals access to a broad audience of interested persons. We believe that students and prospective employers value readily available information about our institutions and often act on such information without further investigation or authentication, and without regard to its accuracy. In addition, some of our institutions use the Laureate name in promoting their institutions. Social media platforms and devices immediately publish the content their subscribers and participants post, often without filters or checks on the accuracy of the content posted. Information concerning our company and our institutions may be posted on such platforms and devices at any time. Information posted may be materially adverse to our interests, it may be inaccurate, and it may harm our performance, prospects and business.

Our reputation may be negatively influenced by the actions of other for-profit and private institutions.

Allegations against the post-secondary for-profit and private education sectors may affect general public perceptions of for-profit and private educational institutions, including our institutions and us, in a negative manner. Adverse media coverage regarding other for-profit or private educational institutions or regarding us directly or indirectly could damage our reputation, reduce student demand for our programs, materially adversely affect our revenues and operating profit or result in increased regulatory scrutiny.

Growing our online academic programs could be difficult for us.

Despite our success in effectively transitioning all of our students to an online learning environment shortly after COVID-19 was declared a global pandemic in March 2020, the expansion of our existing online programs and the creation of new online academic programs may not be accepted by students or employers, or by government regulators or accreditation agencies. In addition, our efforts may be materially adversely affected by increased competition in the online education market or because of problems with the performance or reliability of our online program infrastructure.

Our success depends, in part, on the effectiveness of our marketing and advertising programs in recruiting new students.

In order to maintain and increase our revenues and margins, we must continue to develop our admissions programs and attract new students in a cost-effective manner. The level of marketing and advertising and types of strategies used are affected by the specific geographic markets, regulatory compliance requirements and the specific individual nature of each institution and its students. The complexity of these marketing efforts contributes to their cost. If we are unable to advertise and market our institutions and programs successfully, our ability to attract and enroll new students could be materially adversely affected and, consequently, our financial performance could suffer. We use marketing tools such as the Internet, radio, television and print media advertising to promote our institutions and programs. Our representatives also make presentations at upper secondary schools. In order to maintain our growth, we will need to attract a larger percentage of students in existing markets and increase our addressable market by adding locations in new markets and rolling out new academic programs. Any failure to accomplish this may have a material adverse effect on our future growth.

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If we do not effectively manage our growth and business, our results of operations may be materially adversely affected.

There is no assurance that we will be able to maintain or accelerate the current growth rate, effectively manage expanding operations, build expansion capacity, or achieve planned growth on a timely or profitable basis. If our revenue growth is less than projected, the costs incurred for these additions and upgrades could have a material adverse effect on our business, financial condition and results of operations.

Our institutions are subject to uncertain and varying laws and regulations, and any changes to these laws or regulations or their application to us may materially adversely affect our business, financial condition and results of operations.

Higher education is regulated to varying degrees and in different ways in each of the countries in which we operate an institution. In general, our institutions must have licenses, approvals, authorizations, or accreditations from various governmental authorities and accrediting bodies. These licenses, approvals, authorizations, and accreditations must be renewed periodically, usually after an evaluation of the institution by the relevant governmental authorities or accrediting bodies. These periodic evaluations could result in limitations, restrictions, conditions, or withdrawal of such licenses, approvals, authorizations or accreditations, which could have a material adverse effect on our business, financial condition and results of operations. Once licensed, approved, authorized or accredited, some of our institutions may need approvals for new campuses or to add new degree programs.

All of these regulations and their applicable interpretations are subject to change. Moreover, regulatory agencies may scrutinize our institutions because they are owned or controlled by a U.S.-based for-profit corporation. Changes in applicable regulations may cause a material adverse effect on our business, financial condition and results of operations.

The higher education market is very competitive, and we may not be able to compete effectively.

Higher education markets around the world are highly fragmented and are very competitive and dynamic. Our institutions compete with traditional public and private colleges and universities and other proprietary institutions, including those that offer online professional-oriented programs. In each of the countries in which we operate a private institution, our primary competitors are public and other private universities, some of which are larger, more widely known and have more established reputations than our institutions. Some of our competitors in both the public and private sectors may have greater financial and other resources than we have and have operated in their markets for many years. Other competitors may include large, well-capitalized companies that may pursue a strategy similar to ours of acquiring or establishing for-profit institutions. Public institutions receive substantial government subsidies, and public and private not-for-profit institutions have access to government and foundation grants, tax-deductible contributions and other financial resources generally not available to for-profit institutions. Accordingly, public and private not-for-profit institutions may have instructional and support resources superior to those in the for-profit sector, and public institutions can offer substantially lower tuition prices or other advantages that we cannot match.

If our graduates are unable to obtain professional licenses or certifications required for employment in their chosen fields of study, our reputation may suffer and we may face declining enrollments and revenues or be subject to student litigation.

Certain of our students require or desire professional licenses or certifications after graduation to obtain employment in their chosen fields. Their success in obtaining such licensure depends on several factors, including the individual merits of the student, whether the institution and the program were approved by the relevant government or by a professional association, whether the program from which the student graduated meets all governmental requirements and whether the institution is accredited. If one or more governmental authorities refuses to recognize our graduates for professional licensure in the future based on factors relating to us or our programs, the potential growth of our programs would be negatively affected, which could have a material adverse effect on our business, financial condition and results of operations. In addition, we could be exposed to litigation that would force us to incur legal and other expenses that could have a material adverse effect on our business, financial condition and results of operations.

Our business may be materially adversely affected if we are not able to maintain or improve the content of our existing academic programs or to develop new programs on a timely basis and in a cost-effective manner.

We continually seek to maintain and improve the content of our existing academic programs and develop new programs in order to meet changing market needs. Revisions to our existing academic programs and the development of new programs may not be accepted by existing or prospective students or employers in all instances. If we cannot respond effectively to market changes, our business may be materially adversely affected. Even if we are able to develop acceptable new programs, we may not be able to introduce these new programs as quickly as students or employers require or as quickly as our competitors are

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able to introduce competing programs. Our efforts to introduce a new academic program may be conditioned or delayed by requirements to obtain foreign, federal, state and accrediting agency approvals. The development of new programs and courses, both conventional and online, is subject to requirements and limitations imposed by the governmental regulatory bodies of the various countries in which our institutions are located. The imposition of restrictions on the initiation of new educational programs by regulatory agencies may delay such expansion plans. If we do not respond adequately to changes in market requirements, our ability to attract and retain students could be impaired and our financial results could suffer.

Establishing new academic programs or modifying existing academic programs also may require us to make investments in specialized personnel and capital expenditures, increase marketing efforts and reallocate resources away from other uses. We may have limited experience with the subject matter of new programs and may need to modify our systems and strategy. If we are unable to increase the number of students, offer new programs in a cost-effective manner or otherwise effectively manage the operations of newly established academic programs, our business, financial condition and results of operations could be materially adversely affected.

Failure to keep pace with changing market needs and technology could harm our ability to attract students.

The success of our institutions depends to a significant extent on the willingness of prospective employers to hire our students upon graduation. Increasingly, employers demand that their employees possess appropriate technological skills and appropriate “soft” skills, such as communication, critical thinking and teamwork skills. These skills can evolve rapidly in a changing economic and technological environment. Accordingly, it is important that our educational programs evolve in response to those economic and technological changes. The expansion of existing academic programs and the development of new programs may not be accepted by current or prospective students or by the employers of our graduates. Students and faculty increasingly rely on personal communication devices and expect that we will be able to adapt our information technology platforms and our educational delivery methods to support these devices and any new technologies that may develop. Even if our institutions are able to develop acceptable new programs and adapt to new technologies, our institutions may not be able to begin offering those new programs and technologies as quickly as required by prospective students and employers or as quickly as our competitors begin offering similar programs. If we are unable to adequately respond to changes in market requirements due to regulatory or financial constraints, unusually rapid technological changes or other factors, our ability to attract and retain students could be impaired, the rates at which our graduates obtain jobs involving their fields of study could suffer and our results of operations and cash flows could be materially adversely affected.

We may have exposure to greater-than-anticipated tax liabilities.

As a multinational corporation, we are subject to income taxes as well as non-income based taxes in the United States and various foreign jurisdictions. The determination of our provision for income taxes and other tax liabilities requires significant judgment, and there are many transactions and calculations where the ultimate tax determination is uncertain. In addition, changes in the valuation of our deferred tax assets and liabilities, or changes in tax laws, regulations and accounting principles, could have a material adverse effect on our future income taxes. We have not recorded deferred tax liabilities for undistributed foreign earnings because our strategy is to reinvest these earnings outside the United States. As circumstances change and if some or all of these undistributed foreign earnings are remitted to the United States, we may be required to recognize deferred tax liabilities on any amounts that we are unable to repatriate in a tax-free manner.

We are subject to regular review and audit by both domestic and foreign tax authorities. Any adverse outcome of such a review or audit could have a negative effect on our operating results and financial condition. We are also subject to non-income based taxes, such as payroll, sales, use, value-added, net worth, property and goods and services taxes, in both the United States and various foreign jurisdictions. We are under regular audit by tax authorities with respect to these non-income based taxes and may have exposure to additional non-income based tax liabilities.

We have also identified certain tax-related contingencies that we have assessed as being reasonably possible of loss, but not probable of loss, and could have an adverse effect on our results of operations if the outcomes are unfavorable.

Although we believe that our estimates are reasonable, the ultimate tax outcome may differ from the amounts recorded in our financial statements and may materially adversely affect our financial results in the period or periods for which such determination is made.

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Our reported revenues and earnings may be negatively affected by the strengthening of the U.S. dollar and currency exchange rates.

We report revenues, costs and earnings in U.S. dollars, while our institutions generally collect tuition in the local currency. Exchange rates between the U.S. dollar and the local currency in the countries where we operate institutions are likely to fluctuate from period to period. In 2022, essentially all of our revenues originated outside the United States. We translate revenues and other results denominated in foreign currencies into U.S. dollars for our consolidated financial statements. This translation is based on average exchange rates during a reporting period. While the Mexican peso and the Peruvian nuevo sol strengthened against the U.S. dollar in 2022, in recent years, the U.S. dollar has strengthened against many international currencies, including the Mexican peso and Peruvian nuevo sol. As the exchange rate of the U.S. dollar strengthens, our reported international revenues and earnings are reduced because foreign currencies translate into fewer U.S. dollars. For the year ended December 31, 2022, a hypothetical 10% adverse change in average annual foreign currency exchange rates would have decreased our operating income and our Adjusted EBITDA by approximately $35.6 million and $41.3 million, respectively. For more information, see “Item 7A—Quantitative and Qualitative Disclosures About Market Risk—Foreign Currency Exchange Risk.”

To the extent that foreign revenues and expense transactions are not denominated in the local currency and/or to the extent foreign earnings are reinvested in a currency other than their functional currency, we are also subject to the risk of transaction losses. We occasionally enter into foreign exchange forward contracts or other hedging arrangements to reduce the earnings impact of non-functional currency denominated non-trade receivables and debt and to protect the U.S. dollar value of our assets and future cash flows with respect to exchange rate fluctuations. Given the volatility of exchange rates, there is no assurance that we will be able to effectively manage currency transaction and/or translation risks. Therefore, volatility in currency exchange rates may have a material adverse effect on our business, financial condition, results of operations and cash flows.

Currency exchange rates and our reported revenues and earnings may also be negatively affected by inflation or hyperinflation. If a country in which we operate is designated as a highly inflationary economy in the future under GAAP, the U.S. dollar would become the functional currency for our operations in that country. As a result, all gains and losses resulting from the remeasurement of the financial results of operations in such country and other transactional foreign exchange gains and losses would be reflected in our earnings, which could result in volatility within our earnings, rather than as a component of our comprehensive income within stockholders’ equity. Hyperinflation in any of the countries in which we operate may have a material adverse effect on our business, financial condition, results of operations and cash flows.

Goodwill and indefinite-lived intangibles make up a significant portion of our total assets, and if we determine that goodwill or indefinite-lived intangibles become impaired in the future, net income and operating income in such years may be materially and adversely affected.

As of December 31, 2022, the net carrying value of our goodwill and other intangible assets totaled approximately $735 million. Goodwill represents the excess of cost over the fair market value of net assets acquired in business combinations. Due to the revaluation of our assets at the time of the leveraged buyout transaction (LBO) and acquisitions we have completed historically, goodwill makes up a significant portion of our total assets. In accordance with generally accepted accounting principles, we periodically review goodwill and indefinite-lived intangibles for impairment and any excess in carrying value over the estimated fair value is charged to the results of operations. Future reviews of goodwill and indefinite-lived intangibles could result in reductions. Any reduction in net income and operating income resulting from the write down or impairment of goodwill and indefinite-lived intangibles could adversely affect our financial results. If economic or industry conditions deteriorate or if market valuations decline, including with respect to our common stock, we may be required to impair goodwill and indefinite-lived intangibles in future periods.

We experience seasonal fluctuations in our results of operations.

The institutions in our portfolio have a summer break, during which classes are generally not in session and minimal revenues are recognized. In addition to the timing of summer breaks, holidays such as Easter also have an impact on our academic calendar. Operating expenses, however, do not fully correlate to the enrollment and revenue cycles, as the institutions continue to incur expenses during summer breaks. Accordingly, our second and fourth quarters are stronger revenue quarters, as our institutions are in session for most of these respective quarters. Our first and third fiscal quarters are weaker revenue quarters because our institutions have summer breaks for some portion of one of these two quarters. Because a significant portion of our expenses do not vary proportionately with the fluctuations in our revenues, our results in a particular fiscal quarter may not indicate accurately the results we will achieve in a subsequent quarter or for the full fiscal year.

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Connectivity constraints or technology system disruptions to our computer networks could have a material adverse effect on our ability to attract and retain students.

We run the online operations of our institutions on different platforms, which are in various stages of development. The performance and reliability of these online operations are critical to the reputation of our institutions and our ability to attract and retain students. Any computer system error or failure, or a sudden and significant increase in traffic on our institutions’ computer networks, may result in the unavailability of these computer networks. In addition, any significant failure of our computer networks could disrupt our on-campus operations. Individual, sustained or repeated occurrences could significantly damage the reputation of our institutions’ operations and result in a loss of potential or existing students. Additionally, the computer systems and operations of our institutions are vulnerable to interruption or malfunction due to events beyond our control, including natural disasters and other catastrophic events and network and telecommunications failures. Like other global companies, our computer systems are regularly subject to and will continue to be the target of computer viruses, malware or other malicious codes (including ransomware), unauthorized access, cyber-attacks or other computer-related penetrations. While we have experienced threats to our data and systems, to date, we are not aware that we have experienced a material cyber-security breach. However, over time, the sophistication of these threats continues to increase. The preventative actions we take to reduce the risk of cyber incidents and protect our information may be insufficient. A user who circumvents security measures could misappropriate proprietary information or cause interruptions to or malfunctions in operations. As a result, we may be required to expend significant resources to protect against the threat of these security breaches or to alleviate problems caused by these incidents. Further, the disaster recovery plans and backup systems that we have in place may not be effective in addressing a natural disaster or catastrophic event that results in the destruction or disruption of any of our critical business or information technology and infrastructure systems. As a result of any of these events, we may not be able to conduct normal business operations and may be required to incur significant expenses in order to resume normal business operations. As a result, our revenues and results of operations may be materially adversely affected.

We are subject to privacy and information security laws and regulations due to our collection and use of personal information, and any violations of those laws or regulations, or any breach, theft or loss of that information, could materially adversely affect our reputation and operations.

Possession and use of personal information in our operations subjects us to risks and costs that could harm our business. Our institutions collect, use and retain large amounts of personal information regarding our students and their families, including social security numbers, tax return information, personal and family financial data and credit card numbers. We also collect and maintain personal information of our employees in the ordinary course of our business. In addition, we collect and maintain other types of information, such as leads, that may include personal information of our business contacts in the ordinary course of our business. Our computer networks and the networks of certain of our vendors that hold and manage confidential information on our behalf may be vulnerable to unauthorized access, computer hackers, computer viruses, cyber-attacks and other security threats. Confidential information also may become available to third parties inadvertently when we integrate or convert computer networks into our network following an acquisition of an institution or in connection with upgrades from time to time.

Due to the sensitive nature of the information contained on our networks, such as students’ grades, our networks may be targeted by hackers. A user who circumvents security measures could misappropriate proprietary information or cause interruptions or malfunctions in our operations. Although we use security and business controls to limit access and use of personal information, a third party may be able to circumvent those security and business controls, which could result in a breach of student or employee privacy. See above risk factor regarding threats experienced by us and other global companies as continued targets of cyber security attacks and that, despite having experienced threats, we are not aware that we have experienced a material cyber-security breach. The preventative actions we take to reduce the risk of cyber incidents and protect our information may be insufficient. A user who circumvents security measures could misappropriate personal or proprietary information. In addition, errors in the storage, use or transmission of personal information could result in a breach of student or employee privacy. As a result, we may be required to expend significant resources to protect against the threat of these security breaches or to alleviate problems caused by these breaches.

Furthermore, we are subject to a variety of laws and regulations globally regarding privacy, data protection, and data security, including those related to the collection, storage, handling, use, disclosure, transfer, and security of personal data. For example, the European Union’s privacy and data security regulation, the General Data Protection Regulation (the “GDPR”), imposes more stringent requirements in how we collect and process personal data and provides for significantly greater penalties for noncompliance. Mexico and Peru have passed or are considering similar privacy regulations, resulting in additional compliance burdens and uncertainty as to how some of these laws will be interpreted. We have invested, and expect to continue to invest, significant resources to comply with privacy laws and regulations.

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A breach, theft or loss of personal information regarding our students and their families, our employees, or other persons that is held by us or our vendors, or a violation of the laws and regulations governing privacy in one or more of the countries in which we operate, could result in significant penalties or legal liability, reputational damage, and/or remediation and compliance costs, which could be substantial and materially adversely affect our business, financial condition and results of operations.

An epidemic, pandemic or other public health emergency, such as the global coronavirus (COVID-19) pandemic and the efficacy and distribution of COVID-19 vaccines, could have a material adverse effect on our business, financial condition, cash flows and results of operations.

An epidemic, pandemic or other public health emergency, such as the current COVID-19 pandemic and the efficacy and distribution of COVID-19 vaccines, in the locations in which our students, faculty, and staff live, work and attend classes could have an adverse effect on our business, financial condition, cash flows and results of operations. An epidemic, pandemic or other public health emergency could adversely affect, and, in the case of the COVID-19 pandemic, has adversely affected, global economies, market conditions and business operations across industries worldwide, including our industry. Therefore, we remain cautious about how the economy might behave for the next few years and continue to monitor the potential impact of COVID-19 on our operations. Any general economic slowdown or recession that disproportionately impacts the countries in which our institutions operate could have a material adverse effect on our business, financial condition, cash flows and results of operations. In the event of a sustained market deterioration, we may need additional liquidity, which would require us to evaluate available alternatives and take appropriate actions.

Protests and strikes may disrupt our ability to hold classes as well as our ability to attract and retain students, which could materially adversely affect our operations.

Political, social and economic developments in the countries in which we operate may cause protests and disturbances against conditions in those countries, including policies relating to the operation and funding of higher education institutions. These disturbances may involve protests in areas where our campuses are located or on our university campuses, including the occupation of university buildings and the disruption of classes. We are unable to predict whether students at our institutions will engage in various forms of protest in the future. Should we sustain student strikes, protests or occupations in the future, it could have a material adverse effect on our results of operations and on our overall financial condition. Further, we may need to make additional investments in security infrastructure and personnel on our campuses in order to prevent future protests from disrupting the ability of our institutions to hold classes. If we are required to make substantial additional investments in security, or if we are unable to identify security enhancements that would prevent future disruptions of classes, that could cause an adverse effect on our results of operations and financial condition. In addition, we may need to pay overtime compensation to certain of our faculty and staff, which may increase our overall costs.

We may be unable to operate one or more of our institutions or suffer liability or loss due to a natural or other disaster, including as a result of the effects of climate change.

Our institutions are vulnerable to natural or other disasters, including fires, floods, earthquakes, hurricanes and other events beyond our control. A number of our institutions in Mexico and Peru are located in areas that are prone to damage from major weather events, which may be substantial and may occur with higher frequency or severity or be less predictable in the future due to the effects of climate change. For example, in 2017, Peru’s normally arid regions experienced historic, torrential rainfall and subsequent flooding. At least one of our campuses located there suffered flood-related damage. There, as elsewhere in the country, flood-related damage caused a range of disruptions, including in our case a delay in the regularly scheduled start of classes for the semester, which caused revenue disruptions. In addition, a number of our institutions in Mexico and Peru are located in areas that are prone to earthquake damage. For example, in 2017, a magnitude 7.1 earthquake struck Mexico, causing a temporary suspension of activities at several UVM and UNITEC campuses that lasted 12 days on average, and we incurred significant direct costs for repairs due to the earthquake. It is possible that one or more of our institutions would be unable to operate for an extended period of time in the event of a hurricane, earthquake or other disaster that causes substantial damage to the area in which an institution is located. The failure of one or more of our institutions to operate for a substantial period of time could have a material adverse effect on our results of operations. In the event of a major natural or other disaster, we could also experience loss of life of students, faculty members and administrative staff, or liability for damages or injuries.

We may be unable to recruit, train and retain qualified and experienced faculty and administrative staff at our institutions.

Our success and ability to grow depend on the ability to hire and retain large numbers of talented people. The process of hiring employees with the combination of skills and attributes required to implement our business strategy can be difficult and time-consuming. Our faculty members in particular are key to the success of our institutions. We face competition in attracting and

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retaining faculty members who possess the necessary experience and accreditation to teach at our institutions. It may be difficult to maintain consistency in the quality of our faculty and administrative staff. If we are unable to, or are perceived to be unable to, attract and retain experienced and qualified faculty, our business, financial condition and results of operations may be materially adversely affected.

If we are unable to upgrade our campuses, they may become less attractive to parents and students and we may fail to grow our business.

All of our institutions require periodic upgrades to remain attractive to parents and students. Upgrading the facilities at our institutions could be difficult for a number of reasons, including the following:

•our properties may not have the capacity or configuration to accommodate proposed renovations;

•construction and other costs may be prohibitive;

•we may fail to obtain regulatory approvals;

•it may be difficult and expensive to comply with local building and fire codes;

•we may be unable to finance construction and other costs; and

•we may not be able to negotiate reasonable terms with our landlords or developers or complete the work within acceptable timeframes.

Our failure to upgrade the facilities of our institutions could lead to lower enrollment and could cause a material adverse effect on our business, financial condition and results of operations.

If we fail to attract and retain the key talent needed for us to timely achieve our business objectives, our business and results of operations could be harmed.

The marketplace for senior executive management candidates is very competitive. Unplanned or repeated turnover within the senior management ranks in the corporate team or in the regions in which we operate can lead to instability or weakness in oversight that creates the conditions for gaps in performance and non-compliance with our control environment or public company reporting requirements. Any one of these occurrences could adversely affect our stock price, results of operations, ability to timely report financial results, or business relationships and can make recruiting for future management positions more difficult. Competition for senior leadership may increase our overall compensation expenses, whether resulting from new hires or retention, which may negatively affect our profitability.

Litigation may materially adversely affect our business, financial condition and results of operations.

Our business is subject to the risk of litigation by employees, students, suppliers, competitors, minority partners, counterparties in transactions in which we purchase or sell assets, stockholders, government agencies or others through private actions, class actions, administrative proceedings, regulatory actions or other litigation, some of which may take place in jurisdictions in which local parties may have certain advantages over foreign parties. The outcome of litigation, particularly class action lawsuits, regulatory actions and intellectual property claims, is difficult to assess or quantify. Plaintiffs in these types of lawsuits may seek recovery of very large or indeterminate amounts, or may assert criminal charges, and the magnitude of the potential loss relating to these lawsuits may remain unknown for substantial periods of time. In addition, certain of these lawsuits, if decided adversely to us or settled by us, may result in liability material to our financial statements as a whole or may negatively affect our operating results if changes to our business operation are required. The cost to defend future litigation may be significant. There also may be adverse publicity associated with litigation that could negatively affect customer perception of our business, regardless of whether the allegations are valid or whether we are ultimately found liable. As a result, litigation may materially adversely affect our business, financial condition and results of operations. See “Item 3—Legal Proceedings.”

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We are subject to anti-corruption laws in the jurisdictions in which we operate, including the U.S. Foreign Corrupt Practices Act (the “FCPA”), as well as trade compliance and economic sanctions laws and regulations. Our failure to comply with these laws and regulations could subject us to civil and criminal penalties, harm our reputation and materially adversely affect our business, financial condition and results of operations.

Doing business on a worldwide basis requires us to comply with the laws and regulations of numerous jurisdictions. These laws and regulations place restrictions on our operations and business practices. In particular, we are subject to the FCPA, which generally prohibits companies and their intermediaries from providing anything of value to foreign officials for the purpose of obtaining or retaining business or securing any improper business advantage, along with various other anti-corruption laws. As a result of doing business in foreign countries and with foreign partners, we are exposed to a heightened risk of violating anti-corruption laws. Although we have implemented policies and procedures designed to ensure that we, our employees and other intermediaries comply with the FCPA and other anti-corruption laws to which we are subject, there is no assurance that such policies or procedures will work effectively all of the time or protect us against liability under the FCPA or other laws for actions taken by our employees and other intermediaries with respect to our business or any businesses that we may acquire. We cannot assure you that all of our local partners will comply with these laws, in which case we could be held liable for actions taken inside or outside of the United States, even though our partners may not be subject to these laws. Any development of new partnerships and joint venture relationships worldwide would increase the risk of FCPA violations in the future.

Violations of anti-corruption laws, export control laws and regulations, and economic sanctions laws and regulations are punishable by civil penalties, including fines, as well as criminal fines and imprisonment. If we fail to comply with the FCPA or other laws governing the conduct of international operations, we may be subject to criminal and civil penalties and other remedial measures, which could materially adversely affect our business, financial condition, results of operations and liquidity. Any investigation of any potential violations of the FCPA or other anti-corruption laws, export control laws and regulations, and economic sanctions laws and regulations by the United States or foreign authorities could also materially adversely affect our business, financial condition, results of operations and liquidity, regardless of the outcome of the investigation.

We have in the past had material weaknesses in our internal control over financial reporting.

In 2018, we remediated each of the four material weaknesses that were previously identified and were disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017. See “Item 9A. Controls and Procedures—Remediation of Material Weaknesses” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018.

However, we may in the future discover areas of our internal financial and accounting controls and procedures that need improvement. Our internal control over financial reporting will not prevent or detect all errors and all fraud. A control system, regardless of how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud will be detected.

If we are not able to comply with the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner, or if we are unable to maintain proper and effective internal controls, we may not be able to produce timely and accurate financial statements, and we or our independent registered public accounting firm may conclude that our internal controls over financial reporting are not effective or our independent registered public accounting firm may not be able to provide us with an unqualified opinion as required by Section 404 of the Sarbanes-Oxley Act. If that were to happen, investors could lose confidence in our reported financial information, which could lead to a decline in the market price of our common stock and we could be subject to sanctions or investigations by the stock exchange on which our common stock is listed, the SEC or other regulatory authorities.

Additionally, the existence of any material weakness could require management to devote significant time and incur significant expense to remediate any such material weakness and management may not be able to remediate any such material weakness in a timely manner. The existence of any material weakness in our internal control over financial reporting also could result in errors in our financial statements that could require us to restate our financial statements, cause us to fail to meet our reporting obligations and cause the holders of our common stock to lose confidence in our reported financial information, all of which could materially adversely affect our business and share price.

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Risks Relating to Our Indebtedness

Our debt agreements contain, and future debt agreements may contain, restrictions that may limit our flexibility in operating our business.

Our Third Amended and Restated Credit Agreement dated as of October 7, 2019 (as amended from time to time, the “Credit Agreement”), which governs our multi-currency revolving credit facility (the “Revolving Credit Facility”), contains various covenants that may limit our ability to engage in specified types of transactions. These covenants limit our and our restricted subsidiaries’ ability to, among other things:

•pay dividends and make certain distributions, investments and other restricted payments;

•incur additional indebtedness, issue disqualified stock or issue certain preferred shares;

•sell assets;

•enter into transactions with affiliates;

•create certain liens or encumbrances;

•preserve our corporate existence;

•merge, consolidate, sell or otherwise dispose of all or substantially all of our assets; and

•designate our subsidiaries as unrestricted subsidiaries.

While the Credit Agreement provides for quarterly compliance with the Consolidated Senior Secured Debt to Consolidated EBITDA Ratio, as defined in the Credit Agreement, as of December 31, 2022, we were not required to comply with this covenant.

We rely on funds from our operating subsidiaries to meet our debt service and other obligations.

We conduct all of our operations through certain of our subsidiaries, and we have no significant assets other than cash of approximately $10 million as of December 31, 2022 held at corporate entities and the capital stock or other control rights of our subsidiaries. Also as of December 31, 2022, we had $100 million of U.S. dollar denominated debt obligations outstanding under our Senior Secured Credit Facility, As a result, we rely on our operating subsidiaries to pay dividends or to make distributions or other payments to their parent companies. In addition, we rely on intercompany loan repayments and other payments from our operating subsidiaries to meet any existing or future debt service and other obligations, a substantial portion of which are denominated in U.S. dollars. The ability of our operating subsidiaries to pay dividends or to make distributions or other payments to their parent companies or directly to us will depend on their respective operating results and may be restricted by, among other things, the laws of their respective jurisdictions of organization, regulatory requirements, agreements entered into by those operating subsidiaries and the covenants of any existing or future outstanding indebtedness that we or our subsidiaries may incur. Further, because most of our income is generated by our operating subsidiaries in non-U.S. dollar denominated currencies, our ability to service our U.S. dollar denominated debt obligations may be affected by any strengthening of the U.S. dollar compared to the functional currencies of our operating subsidiaries.

Disruptions of the credit and equity markets worldwide may impede or prevent our access to the capital markets for additional funding to conduct our business and may affect the availability or cost of borrowing under our existing credit facility.

The credit and equity markets of both mature and developing economies have historically experienced extraordinary volatility, asset erosion and uncertainty, leading to governmental intervention in the banking sector in the United States and abroad. If these market disruptions occur in the future, we may not be able to access the capital markets to obtain funding needed to refinance our existing indebtedness or conduct our business. In addition, changes in the capital or other legal requirements applicable to commercial lenders may affect the availability or increase the cost of borrowing under our Senior Secured Credit Facility. If we are unable to obtain needed capital on terms acceptable to us, we may need to limit our growth initiatives or take other actions that materially adversely affect our business, financial condition, results of operations and cash flows.

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Risks Relating to Investing in Our Common Stock

As a public benefit corporation, our focus on a specific public benefit purpose and producing a positive effect for society may negatively influence our financial performance.

As a public benefit corporation, we may take actions that we believe will benefit our students and the surrounding communities, even if those actions do not maximize our short- or medium-term financial results. While we believe that this designation and obligation will benefit the Company given the importance to our long-term success of our commitment to education, it could cause our board of directors to make decisions and take actions not in keeping with the short-term or more narrow interests of our stockholders. Any longer-term benefits may not materialize within the timeframe we expect or at all and may have an immediate negative effect. For example:

•we may choose to revise our policies in ways that we believe will be beneficial to our students and their communities in the long term, even though the changes may be costly in the short- or medium-term;

•we may take actions, such as modernizing campuses to provide students with the latest technology, even though these actions may be more costly than other alternatives;

•in exiting a market that is not meeting our goals, we may choose to “teach out” the existing student body over several years rather than lose an institution; even though this could be substantially more expensive;

•we may be influenced to pursue programs and services to demonstrate our commitment to our students and communities even though there is no immediate return to our stockholders; or

•in responding to a possible proposal to acquire the Company and/or any business unit, our board of directors may be influenced by the interests of our employees, students, teachers and others whose interests may be different from the interests of our stockholders.

We may be unable or slow to realize the long-term benefits we expect from actions taken to benefit our students and communities in which we operate, which could materially adversely affect our business, financial condition and results of operations, which in turn could cause our stock price to decline.

If we or our existing investors sell or announce an intention to sell additional shares of our common stock, the market price of our common stock could decline.

The market price of our common stock could decline as a result of sales of a large number of shares of common stock in the market, or the perception that such sales could occur. These sales, or the possibility that these sales may occur, also might make it more difficult for us to raise capital through future sales of equity securities at a time and at a price that we deem appropriate, or at all.

The trading price of our common stock is subject to volatility. Additionally, if we do not maintain adequate or favorable coverage of our common stock by securities analysts, the trading price of our common stock could decline.

The trading price of our common stock has fluctuated in the past and may continue to fluctuate and is dependent upon a number of factors, many of which are beyond our control and may not be related to our operating performance. These fluctuations could cause you to lose all or part of your investment in our common stock. Additionally, if one or more of the analysts who cover us downgrade their evaluations of our stock or publish unfavorable commentary about us or our industry, the price of our common stock could decline. We may be unable to maintain adequate research coverage, and if one or more analysts cease coverage of us, we could lose visibility in the market for our common stock, which in turn could cause our stock price to decline.

The provision of our amended and restated certificate of incorporation requiring exclusive venue in the Court of Chancery in the State of Delaware for certain types of lawsuits may have the effect of discouraging lawsuits against our directors and officers.

Our amended and restated certificate of incorporation requires, to the fullest extent permitted by law, that (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders, (iii) any action asserting a claim against us arising pursuant to any provision of the Delaware General Corporation Law, our amended and restated certificate of incorporation or our amended

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and restated bylaws or (iv) any action asserting a claim against us governed by the internal affairs doctrine will have to be brought only in the Court of Chancery in the State of Delaware unless we otherwise consent in writing to an alternative form. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock is deemed to have notice of and to have consented to the provisions of our amended and restated certificate of incorporation described above. We believe that this provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies. This choice of forum provision, however, may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims. Alternatively, if a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could materially adversely affect our business, financial condition, results of operations and cash flows. The choice of forum provision in the Company’s amended and restated certificate of incorporation will not preclude or contract the scope of exclusive federal or concurrent jurisdiction for actions brought under the federal securities laws, including the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, or the respective rules and regulations promulgated thereunder.

Risks Relating to Peruvian Nonresident Capital Gains Tax

Sale of our common stock may trigger taxes payable in Peru.

Stockholders who sell, exchange, or otherwise dispose of Company shares may be subject to Peruvian tax at a rate of 30% on their gain realized in such transaction determined under certain Peruvian valuation rules regardless of whether the transaction is taxable for non-Peruvian purposes. In determining the amount of such gain subject to such tax, the gain is first multiplied by the percentage of the Company’s value that is represented by its Peruvian business determined under certain Peruvian valuation rules (the Peru Ratio). This tax applies if the value of stock determined under certain Peruvian valuation rules (calculated in PEN) transferred multiplied by the Peru Ratio exceeds approximately $48 million applying the PEN/USD exchange rate of December 31, 2022 (the Threshold). The Threshold is calculated in PEN and changes with currency exchange rates. For purposes of determining whether the Threshold has been exceeded by any holder, all transfers made by such holder over any 12-month period are aggregated. For purposes of determining whether any tax is owed, the holder must have their basis “certified” by the Peruvian tax authorities in advance of such transaction. If the holder exceeds the Threshold and does not obtain a tax basis certificate before the transaction, the holder’s tax basis in the shares will be considered zero for Peruvian tax purposes. We advise current and future holders, who currently have or intend to own or trade in significant volumes of our common stock, to seek the advice of their own advisors with knowledge of the matters described above.

Direct or indirect transfer of company common shares may result in Peruvian tax liability to the Company.

In the event that a direct or indirect sale, exchange, or other disposition of Company shares occurs and any resulting Peruvian tax is not paid, the Company’s Peruvian subsidiaries may be jointly and severally liable for such tax. Joint and several liability may be imposed if during any of the 12 months preceding the transaction, inter alia, the transferor of Company shares held an indirect or direct interest of more than 10% of the Company’s outstanding shares. If such a transaction were to occur and the Peruvian tax authorities sought to collect the Peruvian capital gains taxes from the Company’s Peruvian subsidiaries that were not paid by such transferor, it could have a material adverse effect on our business, financial condition or results of operations.

Item 1B. Unresolved Staff Comments

None.

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Item 2. Properties

Laureate is headquartered in Miami, Florida. The following table summarizes the Company's properties by segment as of December 31, 2022:

Segment	Square feet leased space	Square feet owned space	Total square feet
Mexico	25,173,389	8,529,832	33,703,221
Peru	623,614	5,464,092	6,087,706
Corporate (including headquarters)	10,059	—	10,059
Other	—	109,104	109,104
Total	25,807,062	14,103,028	39,910,090

Our Mexico and Peru segments lease or own various sites that may include a local headquarters and all or some of the facilities of a campus or location. Some of our owned facilities are subject to mortgages.

Item 3. Legal Proceedings

Our former Spanish holding company, Laureate Netherlands Holding B.V. (f/k/a Iniciativas Culturales de España, S.L.), has been subject to ongoing tax audits by the Spanish Taxing Authority (“STA”), resulting in the issuance of final assessments based on the STA’s rejection of the tax deductibility of financial expenses related to certain intercompany acquisitions. Accordingly, we have paid assessments totaling approximately $40.8 million for tax years during the period 2006 to 2015. We have filed various appeals of the assessments, which have been rejected. However, a decision is still pending with respect to the STA’s appeal to the Spanish Supreme Court on these issues, which the Company believes will provide resolution of the relevant issues raised in the Company’s objections to the assessments. The Company does not expect that this matter will have a material effect on its consolidated financial statements.

Item 4. Mine Safety Disclosures

Not applicable.

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Part II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock is traded on the Nasdaq under the symbol “LAUR.”

Effective October 29, 2021, each share of the Company's Class A common stock and each share of the Company's Class B common stock automatically converted into one share of common stock of the Company. Following the conversion, the Company has only one class of common stock outstanding.

Holders of Record

There were 70 holders of record of our common stock as of January 31, 2023. The number of beneficial owners of our common stock is substantially greater than the number of record holders because substantially all of our common stock is held in “street name” by banks and brokers.

Dividend Policy

We currently do not anticipate paying any ordinary cash dividends on our common stock in the foreseeable future; however, the Company may consider extraordinary dividend(s) as part of an overall strategy to return capital to shareholders. Notwithstanding any such actions, we expect to retain our future earnings, if any, for use in the operation of our business. The terms of our Credit Agreement limit our ability to pay cash dividends in certain circumstances. Furthermore, if we are in default under our Credit Agreement, our ability to pay cash dividends will be limited in the absence of a waiver of that default or an amendment to such agreement. In addition, our ability to pay cash dividends on shares of our common stock may be limited by restrictions on our ability to obtain sufficient funds through dividends from our subsidiaries. For more information on our Credit Agreement, see “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 8, Debt, in our consolidated financial statements included elsewhere in this Form 10-K. Subject to the foregoing, the payment of cash dividends in the future, if any, will be at the discretion of our Board of Directors and will depend upon such factors as earnings levels, capital requirements, our overall financial condition and any other factors deemed relevant by our Board of Directors.

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Stock Performance Graph

The following graph compares the cumulative total return of our common stock, an industry peer group index, and the Nasdaq Composite Index from December 31, 2017 through December 31, 2022. We believe that our industry peer group represents the majority of the market value of publicly traded companies whose primary business is post-secondary education. The returns set forth on the following graph are based on historical results and are not intended to suggest future performance. The performance graph assumes $100 investment on December 31, 2017 in either our common stock, the companies in our industry peer group, or the Nasdaq Composite Index. Data for the Nasdaq Composite Index and our peer group assume reinvestment of dividends.

The peer group included in the performance graph above consists of Strategic Education, Inc. (STRA), Adtalem Global Education, Inc. (ATGE), Grand Canyon Education, Inc. (LOPE), Cogna Educação S.A. (COGN3), YDUQS Participacoes S.A. (YDUQ3) and Anima Holdings S.A. (ANIM3).

In connection with the adoption of a plan of partial liquidation providing for the distribution of the net proceeds from the sale of Walden e-Learning LLC, in October 2021, the Company paid a special cash distribution of $7.01 per share of the Company’s common stock. Also in connection with the distribution of the net proceeds from the sale of Walden e-Learning LLC, in December 2021 the Company paid a special cash distribution of $0.58 per share of the Company’s common stock to each holder of record on December 14, 2021, and in October 2022 the Company paid a special cash distribution of $0.83 per share of the Company’s common stock to each holder of record on September 28, 2022. In addition, in November 2022 the Company paid a special cash dividend of $0.68 per share of the Company’s common stock to each holder of record on November 4, 2022. Accordingly, the performance graph below adjusts for these distributions.

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The information contained in the performance graphs shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be deemed incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that we specifically incorporate it by reference into such filing.

Recent Sales of Unregistered Securities

None.

Issuer Purchases of Equity Securities (in thousands, except per share amounts)

The following table provides a summary of the Company’s purchases of its common stock during the fourth quarter of the fiscal year ended December 31, 2022:

Period	Total number of shares purchased (1)	Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs	Approximate dollar value of shares yet to be purchased under the plans or programs
10/1/22 - 10/31/22	—	$	—	—	$	—
11/1/22 - 11/30/22	7,971	$	9.41	—	$	—
12/1/22 - 12/31/22	—	$	—	—	$	—
Total	7,971	$	9.41	—	$	—

(1) The secondary offering that was completed on November 22, 2022 also included the Company's repurchase of 7,971 shares of common stock from the underwriters at a price per share of $9.40875.

During the third quarter of 2022, the Company's repurchases reached the total authorized limit under its previous stock repurchase program of $650 million and the Company has not authorized a new repurchase program.

Item 6. [Reserved]

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion of our results of operations and financial condition with the audited historical consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K (Form 10-K). This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in the “Item 1A. Risk Factors” section of this Form 10-K. Actual results may differ materially from those contained in any forward-looking statements. See “Forward-Looking Statements” on page 2 of this Form 10-K.

Introduction

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is provided to assist readers of the financial statements in understanding the results of operations, financial condition and cash flows of Laureate Education, Inc. This MD&A should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this Form 10-K. The consolidated financial statements included elsewhere in this Form 10-K are presented in U.S. dollars (USD) rounded to the nearest thousand, with the amounts in the MD&A rounded to the nearest tenth of a million. Therefore, discrepancies in the tables between totals and the sums of the amounts listed may occur due to such rounding. Our MD&A is presented in the following sections:

•Overview;

•Results of Operations;

•Liquidity and Capital Resources;

•Critical Accounting Policies and Estimates; and

•Recently Issued Accounting Standards.

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Overview

Our Business

We operate a portfolio of degree-granting higher education institutions in Mexico and Peru. Collectively, we have approximately 423,000 students enrolled at five institutions in these two countries. We believe that the higher education markets in Mexico and Peru present an attractive long-term opportunity, primarily because of the large and growing imbalance between the supply and demand for affordable, quality higher education in those markets. We believe that the combination of the projected growth in the middle class, limited government resources dedicated to higher education, and a clear value proposition demonstrated by the higher earnings potential afforded by higher education, creates substantial opportunities for high-quality private institutions to meet this growing and unmet demand. By offering high-quality, outcome-focused education, we believe that we enable students to prosper and thrive in the dynamic and evolving knowledge economy. We have two reportable segments as described below. We group our institutions by geography in Mexico and Peru for reporting purposes.

Discontinued Operations

As a result of the strategic review first announced in January 2020, during the third quarter of 2020, the Company completed a sale of its operations in Chile and signed agreements to sell its operations in Brazil, Australia and New Zealand, as well as Walden University in the United States. These sales were completed during 2020 and 2021. Additionally, prior to 2020, the Company had announced the divestiture of certain other subsidiaries in Europe, Asia and Central America, which has been completed. These announcements represented strategic shifts that had a major effect on the Company’s operations and financial results. Accordingly, all of the divestitures that were part of these strategic shifts were accounted for as Discontinued Operations for all periods presented in accordance with Accounting Standards Codification (ASC) 205-20, “Discontinued Operations” (ASC 205).

All planned divestitures have now been completed, and the Company has concluded its strategic review process. The Company’s continuing operations are Mexico and Peru. All other markets have been divested (the Discontinued Operations).

The Discontinued Operations are excluded from the segment information for all periods presented, as they do not meet the criteria for a reportable segment under ASC 280, “Segment Reporting.” Unless indicated otherwise, the information in the MD&A relates to continuing operations. See also Note 4, Discontinued Operations and Assets Held for Sale, and Note 5, Dispositions, in our consolidated financial statements included elsewhere in this Form 10-K.

Our Segments

Our segments generate revenues by providing an education that emphasizes profession-oriented fields of study with undergraduate and graduate degrees in a wide range of disciplines. Our educational offerings utilize campus-based, online and hybrid (a combination of online and in-classroom) courses and programs to deliver their curriculum. The Mexico and Peru markets are characterized by what we believe is a significant imbalance between supply and demand. The demand for higher education is large and growing and is fueled by several demographic and economic factors, including a growing middle class, global growth in services and technology-related industries and recognition of the significant personal and economic benefits gained by graduates of higher education institutions. The target demographics are primarily 18- to 24-year-olds in the countries in which we compete. We compete with other private higher education institutions on the basis of price, educational quality, reputation and location. We believe that we compare favorably with competitors because of our focus on quality, professional-oriented curriculum and the competitive advantages provided by our network. There are a number of private and public institutions in both of the countries in which we operate, and it is difficult to predict how the markets will evolve and how many competitors there will be in the future. We expect competition to increase as the Mexican and Peruvian markets mature. Essentially all of our revenues were generated from private pay sources as there are no material government-sponsored loan programs in Mexico or Peru. Specifics related to both of our reportable segments are discussed below:

•Private education providers in Mexico constitute approximately 36% of the total higher-education market. The private sector plays a meaningful role in higher education, bridging supply and demand imbalances created by a lack of capacity at public universities. Laureate owns two nationally licensed institutions and is present throughout the country with a footprint of over 35 campuses. Students in our Mexican institutions typically finance their own education.

•In Peru, private universities are increasingly providing the capacity to meet growing demand and constitute approximately 73% of the total higher-education market. Laureate owns three institutions in Peru.

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Corporate is a non-operating business unit whose purpose is to support operations. Its departments are responsible for establishing operational policies and internal control standards, implementing strategic initiatives, and monitoring compliance with policies and controls throughout our operations. Our Corporate segment provides financial, human resource, information technology, insurance, legal and tax compliance services. The Corporate segment also contains the eliminations of inter-segment revenues and expenses.

The following information for our reportable segments is presented as of December 31, 2022:

	Institutions	Enrollment	2022 Revenues (in millions) (1)		% Contribution to 2022 YTD Revenues
Mexico	2	222,800	$	613.9	50	%
Peru	3	200,200	624.2		50	%
Total (1)	5	423,000	$	1,242.3	100	%

(1) Amounts related to Corporate totaled $4.1 million and are not separately presented.

Challenges

Our operations are outside of the United States and are subject to complex business, economic, legal, regulatory, political, tax and foreign currency risks, which may be difficult to adequately address. As a result, we face risks that are inherent in international operations, including: fluctuations in exchange rates, possible currency devaluations, inflation and hyper-inflation; price controls and foreign currency exchange restrictions; potential economic and political instability in the countries in which we operate; expropriation of assets by local governments; key political elections and changes in government policies; multiple and possibly overlapping and conflicting tax laws; and compliance with a wide variety of foreign laws. See “Item 1A—Risk Factors—Risks Relating to Our Business—We operate a portfolio of degree-granting higher education institutions in Mexico and Peru and are subject to complex business, economic, legal, political, tax and foreign currency risks, which risks may be difficult to adequately address.” We plan to grow organically by: 1) adding new programs and course offerings; 2) expanding target student demographics; and 3) increasing capacity at existing and new campus locations. Our success in growing our business will depend on the ability to anticipate and effectively manage these and other risks related to operating in various countries.

Regulatory Environment and Other Matters

Our business is subject to varying laws and regulations based on the requirements of local jurisdictions. These laws and regulations are subject to updates and changes. We cannot predict the form of the rules that ultimately may be adopted in the future or what effects they might have on our business, financial condition, results of operations and cash flows. We will continue to develop and implement necessary changes that enable us to comply with such laws and regulations. See “Item 1A—Risk Factors—Risks Relating to Our Business—Our institutions are subject to uncertain and varying laws and regulations, and any changes to these laws or regulations or their application to us may materially adversely affect our business, financial condition and results of operations,” and “Item 1—Business—Industry Regulation,” for a detailed discussion of our different regulatory environments and Note 17, Legal and Regulatory Matters, in our consolidated financial statements included elsewhere in this Form 10-K.

Key Business Metric

Enrollment

Enrollment is our lead revenue indicator and represents our most important non-financial metric. We define “enrollment” as the number of students registered in a course on the last day of the enrollment reporting period. New enrollments provide an indication of future revenue trends. Total enrollment is a function of continuing student enrollments, new student enrollments and enrollments from acquisitions, offset by graduations, attrition and enrollment decreases due to dispositions. Attrition is defined as a student leaving the institution before completion of the program. To minimize attrition, we have implemented programs that involve assisting students in remedial education, mentoring, counseling and student financing.

Each of our institutions has an enrollment cycle that varies by geographic region and academic program. Each institution has a “Primary Intake” period during each academic year in which the majority of the enrollment occurs. Each institution also has a smaller “Secondary Intake” period. Our Peruvian institutions have their Primary Intake during the first calendar quarter and a Secondary Intake during the third calendar quarter. Institutions in our Mexico segment have their Primary Intake during the third calendar quarter and a Secondary Intake during the first calendar quarter. Our institutions in Peru are generally out of

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session in January, February and July, while institutions in Mexico are generally out of session in May through July. Revenues are recognized when classes are in session.

Principal Components of Income Statement

Revenues

The majority of our revenue is derived from tuition and educational services. The amount of tuition generated in a given period depends on the price per credit hour and the total credit hours or price per program taken by the enrolled student population. The price per credit hour varies by program, by market and by degree level. Additionally, varying levels of discounts and scholarships are offered depending on market-specific dynamics and individual achievements of our students. Revenues are recognized net of scholarships and other discounts, refunds and waivers. In addition to tuition revenues, we generate other revenues from student fees and other education-related activities. These other revenues are less material to our overall financial results and have a tendency to trend with tuition revenues. The main drivers of changes in revenues between periods are student enrollment and price. We continually monitor market conditions and carefully adjust our tuition rates to meet local demand levels. We proactively seek the best price and content combinations to remain competitive in all the markets in which we operate.

Direct Costs

Our direct costs include labor and operating costs associated with the delivery of services to our students, including the cost of wages, payroll taxes and benefits, depreciation and amortization, rent, utilities, bad debt expenses, and marketing and promotional costs to grow future enrollments. In general, a significant portion of our direct costs tend to be variable in nature and trend with enrollment, and management continues to monitor and improve the efficiency of instructional delivery.

General and Administrative Expenses

Our general and administrative expenses primarily consist of costs associated with corporate departments, including executive management, finance, legal, business development and other departments that do not provide direct operational services.

Factors Affecting Comparability

Foreign Exchange

While the USD is our reporting currency, our institutions are located in Mexico and Peru and operate in other functional currencies, namely the Mexican peso and Peruvian nuevo sol. We monitor the impact of foreign currency movements and the correlation between the local currency and the USD. Our revenues and expenses are generally denominated in local currency. The principal foreign exchange exposure is the risk related to the translation of revenues and expenses incurred in each country from the local currency into USD. See “Item 1A—Risk Factors—Risks Relating to Our Business—Our reported revenues and earnings may be negatively affected by the strengthening of the U.S. dollar and currency exchange rates.” In order to provide a framework for assessing how our business performed excluding the effects of foreign currency fluctuations, we present organic constant currency in our segment results, which is calculated using the change from prior-year average foreign exchange rates to current-year average foreign exchange rates, as applied to local-currency operating results for the current year, and then excludes the impact of any acquisitions, divestitures and other items, as described in the segments results.

Seasonality

Our institutions have a summer break during which classes are generally not in session and minimal revenues are recognized. In addition to the timing of summer breaks, holidays such as Easter also have an impact on our academic calendar. Operating expenses, however, do not fully correlate to the enrollment and revenue cycles, as the institutions continue to incur expenses during summer breaks. Given the geographic diversity of our institutions and differences in timing of summer breaks, our second and fourth quarters are stronger revenue quarters as the majority of our institutions are in session for most of these respective quarters. Our first and third fiscal quarters are weaker revenue quarters because our institutions have summer breaks for some portion of one of these two quarters. However, our primary enrollment intakes occur during the first and third quarters. Due to this seasonality, revenues and profits in any one quarter are not necessarily indicative of results in subsequent quarters and may not be correlated to new enrollment in any one quarter. Additionally, seasonality may be affected due to other events that could change the academic calendar at our institutions. See “Item 1A—Risk Factors—Risks Relating to Our Business—We experience seasonal fluctuations in our results of operations.”

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Income Tax Expense

Our consolidated income tax provision is derived based on the combined impact of federal, state and foreign income taxes. Also, discrete items can arise in the course of our operations that can further affect the Company’s effective tax rate for the period. Our tax rate fluctuates from period to period due to changes in the mix of earnings between our tax-paying entities and our loss-making entities for which it is not ‘more likely than not’ that a tax benefit will be realized on the loss. See “Item 1A—Risk Factors—Risks Relating to Our Business—We may have exposure to greater-than-anticipated tax liabilities.”

The Organization for Economic Co-operation and Development (OECD) has proposed changes to numerous long-standing tax principles. These proposals, if finalized and adopted by the associated countries, will likely increase tax uncertainty, and may adversely affect our provision for income taxes. The Company will continue to monitor regulatory developments to assess potential impacts to the Company.

Results of the Discontinued Operations

The results of operations of the Discontinued Operations for the years ended December 31, 2022, 2021, and 2020 were as follows:

	For the year ended December 31,
	2022		2021		2020
Revenues	$	—	$	543.0	$	1,674.6
Depreciation and amortization expense	—		—		(60.4)
Share-based compensation expense	—		(1.3)		(3.1)
Other direct costs	—		(433.1)		(1,313.3)
Loss on impairment of assets	—		(1.3)		(438.3)
Other non-operating expense	—		(22.3)		(68.6)
Gain on sale of discontinued operations before taxes, net	7.8		636.2		25.0
Pretax income (loss) of discontinued operations	7.8		721.2		(183.8)
Income tax benefit (expense)	0.5		(234.3)		(114.3)
Income (loss) from discontinued operations, net of tax	$	8.3	$	486.9	$	(298.1)

Year Ended December 31, 2022

The $7.8 million gain in the table above primarily resulted from the transfer of the remaining assets and liabilities that were classified as held for sale as of December 31, 2021, which related to the divestiture of our operations in Chile. This transfer was completed during the second quarter of 2022 and resulted in a gain of approximately $4.3 million.

Year Ended December 31, 2021

On March 8, 2021, we sold our operations in Honduras, which resulted in an after-tax loss of $1.7 million, including a working capital adjustment during the second quarter of 2021.

On January 25, 2018, we completed the sale of LEI Lie Ying Limited (LEILY). At the closing of the sale, a portion of the total transaction value was paid into an escrow account, to be distributed to the Company pursuant to the terms and conditions of the escrow agreement. In April 2021, the Company received 168.3 million Hong Kong Dollars (approximately $21.7 million at the date of receipt), which represented payment in full for the remainder of the escrow account and resulted in a pretax gain of approximately $13.6 million.

During the first quarter of 2021, we recorded a loss of approximately $32.4 million in order to adjust the carrying value of our Brazil disposal group to its estimated fair value less costs to sell as of March 31, 2021. This loss is included in Gain on sale of discontinued operations before taxes, net.

On May 28, 2021, we completed the sale of our operations in Brazil, which resulted in a pre-tax gain of $33.0 million, including working capital and purchase price adjustments that were completed during the third and fourth quarters of 2021, and contingent consideration that was recognized during the fourth quarter of 2021.

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On August 12, 2021, we completed the sale of Walden University, which resulted in a pre-tax gain of $619.4 million, including a working capital settlement completed during the fourth quarter of 2021. In addition, the Company recognized estimated tax expense of approximately $278.0 million.

Year Ended December 31, 2020

On January 10, 2020, we sold our operations in Costa Rica, which resulted in a pre-tax loss of approximately $18.6 million. This loss was in addition to a previously recorded loss of approximately $25.0 million that we recognized in 2019 to write down the carrying value of the held-for-sale Costa Rica disposal group to its estimated fair value.

On March 6, 2020, we sold the operations of NewSchool of Architecture and Design, LLC (NSAD), which resulted in a pre-tax loss of approximately $5.9 million.

During the second quarter of 2020, we recorded impairment charges of $418.0 million related to our Chilean operations, in order to write down the carrying value of their assets to their estimated fair value, and $3.3 million related to the Brazil enrollment to graduation (E2G) software assets. We also recorded a loss of $10.0 million on the held-for-sale Honduras disposal group, in order to write down the carrying value of the group to its estimated fair value, which is included in Gain on sale of discontinued operations before taxes, net.

During the third quarter of 2020, we recorded a loss of approximately $190.0 million related to our Brazil operations in order to write down the carrying value of Brazil’s disposal group to its estimated fair value. We also recorded an additional loss of $10.0 million related to our held-for-sale Honduras group, in order to write down its carrying value to the estimated fair value based on the sale agreement that was signed in October 2020. These losses are included in Gain on sale of discontinued operations before taxes, net.

On September 10, 2020, we completed the divestiture of our operations in Chile, resulting in a pre-tax loss of approximately $338.2 million that relates primarily to the accumulated foreign currency translation losses associated with the Chilean operations.

On September 29, 2020, we completed the sale of our operations in Malaysia, which resulted in a pre-tax gain of approximately $47.9 million.

In early October 2020, we received a payment for $8.4 million, representing a portion of the $15.0 million deferred purchase price related to the sale of our operations in Turkey in August 2019. At the time of the sale, the Company determined that this deferred purchase price would be recognized if collected.

On November 3, 2020, we completed the sale of our Australia and New Zealand operations, which resulted in a pre-tax gain of approximately $555.8 million.

During the fourth quarter of 2020, we recorded an additional loss of approximately $15.0 million in order to adjust the carrying value of our Brazil’s disposal group to its estimated fair value less costs to sell as of December 31, 2020. This loss is included in Gain on sale of discontinued operations before taxes, net.

Results of Operations

The following discussion of the results of our operations is organized as follows:

•Summary Comparison of Consolidated Results;

•Non-GAAP Financial Measure; and

•Segment Results.

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Summary Comparison of Consolidated Results

Discussion of Significant Items Affecting the Consolidated Results for the Years Ended December 31, 2021 and 2020

Year Ended December 31, 2021

In March 2021, the Company decided that, during 2021, it would wind down certain support functions related to the Laureate network and would no longer invest in and support the Laureate tradename beyond 2021. As a result, the Company tested the asset for impairment and estimated the fair value of the tradename asset using the relief-from-royalty method, based on the projected revenues for each business over the estimated remaining useful life of the asset. As a result of the impairment test, the Company concluded that the estimated fair value of the Laureate tradename was less than its carrying value by approximately $51.4 million and recorded an impairment charge for that amount.

During the second quarter of 2021, the Company fully repaid the remaining balance outstanding under its Senior Notes due 2025 using a portion of the proceeds received from the sales of its operations in Australia and New Zealand and Brazil. In connection with the debt repayment, the Company recorded a loss on debt extinguishment of $77.9 million, related to the redemption premium paid and the write off of the unamortized deferred financing costs associated with the repaid debt balances. This loss is included in Other non-operating expense in the table below.

In November 2020, in connection with the signing of the sale agreement for our Brazil operations, the Company entered into six BRL-to-USD swap agreements to mitigate the risk of foreign currency exposure on the expected proceeds from the sale. The sale of our Brazil operations closed on May 28, 2021. On June 2, 2021, the Company settled the swap agreements, which resulted in a realized loss on derivatives of $24.5 million. This loss is included in Other non-operating expense in the table below.

In December 2021, the Company completed a lease termination agreement with the landlord of our Kendall property in Chicago, Illinois. In connection with the lease termination agreement, we recorded a loss of approximately $25.8 million, which is included in Excellence-in-Process (EiP) expenses within Operating (loss) income in the table below.

Year Ended December 31, 2020

During the first quarter of 2020, the Company recorded an impairment charge of $3.8 million primarily related to the write-off of capitalized curriculum development costs for a program that the Company decided to stop developing.

During the second quarter of 2020, the Company recorded an impairment charge of approximately $23.8 million related to the Brazil enrollment to graduation cycle (E2G) software assets that were recorded on the Corporate segment, as described in Note 7, Goodwill and Other Intangible Assets, in our consolidated financial statements included elsewhere in this Form 10-K.

During the third quarter of 2020, the Company recognized an impairment charge of $320.0 million on the Laureate tradename, an intangible asset, as described in Note 7, Goodwill and Other Intangible Assets, in our consolidated financial statements included elsewhere in this Form 10-K.

In November 2020, Universidad del Valle de Mexico, SC, a wholly owned subsidiary of the Company, signed an agreement to sell the land and buildings of Campus Guadalajara Norte, after a decision was made to relocate all students of Campus Guadalajara Norte to the nearby Campus Zapopan in Jalisco, Mexico. The total purchase price was approximately $13.9 million, prior to transaction fees. The Company recognized a pre-tax operating gain on the sale of this property and equipment of approximately $5.8 million, which is included in Direct costs in the table below.

During the fourth quarter of 2020, the Company dissolved a dormant subsidiary, resulting in the release of accumulated foreign currency translation loss of approximately $6.1 million. This loss is included in Other non-operating expense in the table below and is part of continuing operations as this entity was not part of the strategic shifts described above in Overview.

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Comparison of Consolidated Results for the Years Ended December 31, 2022, 2021 and 2020

							% Change
							Better/(Worse)
(in millions)	2022		2021		2020		2022 vs. 2021		2021 vs. 2020
Revenues	$	1,242.3	$	1,086.7	$	1,024.9	14	%	6	%
Direct costs	907.4		814.5		802.5		(11)	%	(1)	%
General and administrative expenses	64.8		204.4		199.8		68	%	(2)	%
Loss on impairment of assets	0.1		72.5		352.0		100	%	79	%
Operating income (loss)	270.0		(4.6)		(329.3)		nm		99	%
Interest expense, net of interest income	(8.9)		(41.9)		(98.7)		79	%	58	%
Other non-operating expense	(15.3)		(91.0)		(22.8)		83	%	nm
Income (loss) from continuing operations before income taxes and equity in net income of affiliates	245.9		(137.5)		(450.8)		nm		69	%
Income tax (expense) benefit	(185.4)		(145.6)		130.1		(27)	%	nm
Equity in net income of affiliates, net of tax	0.3		—		0.2		nm		(100)	%
Income (loss) from continuing operations	60.7		(283.1)		(320.6)		121	%	12	%
Income (loss) from discontinued operations, net of tax	8.3		486.9		(298.1)		(98)	%	nm
Net income (loss)	69.0		203.8		(618.7)		(66)	%	133	%
Net loss (income) attributable to noncontrolling interests	0.6		(11.3)		5.4		(105)	%	nm
Net income (loss) attributable to Laureate Education, Inc.	$	69.6	$	192.4	$	(613.3)	(64)	%	131	%

nm - percentage changes not meaningful

For further details on certain discrete items discussed below, see “Discussion of Significant Items Affecting the Consolidated Results.”

Comparison of Consolidated Results for the Year Ended December 31, 2022 to the Year Ended December 31, 2021

Revenues increased by $155.6 million to $1,242.3 million for 2022 from $1,086.7 million for 2021. Average total organic enrollment was higher at our institutions, increasing revenues by $111.9 million compared to 2021. The effect of changes in tuition rates and enrollments in programs at varying price points (“product mix”), pricing and timing increased revenues by $30.8 million compared to 2021. In addition, the effect of a net change in foreign currency exchange rates increased revenues by $18.0 million, due to the strengthening of the Peruvian nuevo sol and the Mexican peso against the USD compared to 2021. These increases in revenues were partially offset by other Corporate and Eliminations changes, which accounted for a decrease in revenues of $5.1 million.

Direct costs and general and administrative expenses combined decreased by $46.7 million to $972.2 million for 2022 from $1,018.9 million for 2021. This decrease in direct costs and administrative expenses was primarily related to: (1) lower EiP implementation expense of $74.6 million as a result of the completion of our EiP program in 2021; (2) lower depreciation and amortization expense of $42.6 million, mainly driven by the full amortization of the finite-lived tradename in 2021; (3) lower other Corporate and Eliminations expenses, which accounted for a decrease in costs of $42.0 million in 2022, related to cost-reduction efforts; and (4) changes in acquisition-related contingent liabilities for taxes other-than-income tax, net of changes in indemnification assets, which resulted in a year-over-year decrease in costs of $13.1 million. These decreases in direct costs were partially offset by the effect of operational changes, which increased direct costs by $115.6 million compared to 2021, mainly attributable to the effect of higher enrollments at our institutions, as well as return-to-campus expenses. Additionally, the effect of a net change in foreign currency exchange rates increased costs by $10.0 million compared to 2021.

Operating income (loss) changed by $274.6 million to income of $270.0 million for 2022 from loss of $(4.6) million for 2021. This increase in operating income was primarily a result of the impairment loss related to the Laureate tradename impairment that was recognized during 2021, combined with higher operating income at our Mexico and Peru segments during 2022. Additionally, cost-reduction efforts resulted in lower operating costs at Corporate in 2022, as compared to 2021.

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Interest expense, net of interest income decreased by $33.0 million to $8.9 million for 2022 from $41.9 million for 2021. The decrease in interest expense was primarily attributable to lower average debt balances mainly driven by the full repayment of the Senior Notes due 2025 in 2021.

Other non-operating expense decreased by $75.7 million to $15.3 million for 2022 from $91.0 million for 2021. This decrease was attributable to: (1) a loss on debt extinguishment of $77.9 million during 2021 in connection with the repayment of the Senior Notes due 2025; (2) a loss on derivative instruments during 2021 of $24.5 million, driven by settlement of foreign currency swap agreements in connection with the sale of our Brazilian operations; (3) a gain on disposal of subsidiaries during 2022, compared to a loss during 2021, for a change of $2.0 million; and (4) other non-operating income during 2022, compared to expense during 2021, for a change of $2.5 million. These decreases in other non-operating expense were partially offset by foreign currency exchange loss in 2022, compared to a gain in 2021, for a change of $31.2 million.

Income tax expense increased by $39.8 million to $185.4 million for 2022 from $145.6 million for 2021. This increase was primarily driven by the tax effect of the increase in pretax income in 2022 compared to 2021. Additionally, the Company recognized an income tax reserve related to the application of the high-tax exception to global intangible low-taxed income. The increase was partially offset by a nonrecurring expense attributable to amended returns filed in 2021. Additionally, the increase was partially offset by less tax cost associated with the Netherlands intellectual property restructuring when compared to the prior year.

Income from discontinued operations, net of tax decreased by $478.6 million to $8.3 million for 2022 from $486.9 million for 2021. This decrease was primarily attributable to the gain on sale of Walden University during 2021. See Overview for further detail on results of the Discontinued Operations.

Net loss (income) attributable to noncontrolling interests changed by $11.9 million to a loss of $0.6 million for 2022 from an income of $(11.3) million for 2021. This change was primarily related to our previous joint venture in Saudi Arabia and the income effect to noncontrolling interests that resulted in 2021 from the settlement of certain intercompany transactions.

Comparison of Consolidated Results for the Year Ended December 31, 2021 to the Year Ended December 31, 2020

Revenues increased by $61.8 million to $1,086.7 million for 2021 from $1,024.9 million for 2020. Average total enrollment at a majority of our institutions, mainly in our Peru segment, increased during 2021, increasing revenues by $75.2 million compared to 2020. The increase in average total enrollment in Peru was attributable to a robust primary intake cycle during 2021 and increased retention rates. Additionally, the effect of product mix, pricing and timing increased revenues by $19.6 million compared to 2020. These increases in revenues were partially offset by the effect of a net change in foreign currency exchange rates, which decreased revenues by $34.8 million, due to weakening of the Peruvian nuevo sol against the USD. Other Corporate and Eliminations changes accounted for an increase in revenues of $1.8 million.

Direct costs and general and administrative expenses combined increased by $16.6 million to $1,018.9 million for 2021 from $1,002.3 million for 2020. The effect of operational changes increased direct costs by $42.0 million compared to 2020, mainly driven by higher amortization expense at Corporate, mostly related to the amortization of the finite-lived tradename. Changes in acquisition-related contingent liabilities for taxes other-than-income tax, net of changes in indemnification assets resulted in a year-over-year increase in costs of $7.8 million. These increases in direct costs were partially offset by a decrease in EiP implementation expense, which decreased direct costs by $14.2 million, driven by cost-saving initiatives. Additionally, the effect of a net change in foreign currency exchange rates decreased costs by $12.2 million compared to 2020. Other Corporate and Eliminations expenses accounted for a decrease in costs of $6.8 million in 2021, related to cost-reduction efforts.

Operating loss decreased by $324.7 million to $4.6 million for 2021 from $329.3 million for 2020. This change was primarily a result of lower impairment charges of $279.5 million, mainly related to the Laureate tradename impairment recognized during 2020. Additionally, operating income at our Peru and Mexico segments increased during 2021 compared to 2020.

Interest expense, net of interest income decreased by $56.8 million to $41.9 million for 2021 from $98.7 million for 2020. The decrease in interest expense was primarily attributable to lower average debt balances as a result of debt repayments.

Other non-operating expense increased by $68.2 million to $91.0 million for 2021 from $22.8 million for 2020. This increase was attributable to a higher loss on debt extinguishment of $77.3 million, primarily related to the repayment of the Senior Notes due 2025 during 2021. This increase in other non-operating expense was partially offset by: (1) a lower loss on disposal of subsidiaries of $6.7 million; (2) a lower loss on derivative instruments during 2021 of $1.5 million; (3) a decrease in foreign currency exchange gain of $0.3 million; and (4) a decrease in other non-operating expense of $0.6 million.

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Income tax (expense) benefit changed by $275.7 million to an expense of $(145.6) million for 2021 from a benefit of $130.1 million for 2020. This change was attributable to tax expense recorded in 2021 of approximately $35.7 million related to amended returns filed for the Company's election to exclude certain foreign income of foreign corporations from global intangible low-taxed income (GILTI). In the prior year the company recorded a $70.9 million tax benefit for this item, resulting in a year-over-year change of approximately $106.6 million. In addition, the decrease in pre-tax loss in the current year resulted in $76.9 million of less tax benefit compared to 2020. Additionally, there was a year-over-year increase in state tax expense of $41.3 million and a year-over-year increase in withholding taxes of $30.0 million.

Income (loss) from discontinued operations, net of tax changed by $785.0 million to income of $486.9 million for 2021 from a loss of $(298.1) million for 2020. This change was primarily driven by the gain on sale of Walden University during 2021, combined with impairment charges recorded during 2020 and charges recorded during 2020 to write down certain held-for-sale disposal groups to fair value. See Overview for further detail on results of the Discontinued Operations.

Net (income) loss attributable to noncontrolling interests changed by $16.7 million to income of $(11.3) million for 2021 from a loss of $5.4 million for 2020. This change was primarily related to our previous joint venture in Saudi Arabia and the income effect to noncontrolling interests that resulted in 2021 from the settlement of certain intercompany transactions.

Non-GAAP Financial Measure

We define Adjusted EBITDA as income (loss) from continuing operations, before equity in net (income) loss of affiliates, net of tax, income tax expense (benefit), (gain) loss on disposal of subsidiaries, net, foreign currency exchange (gain) loss, net, other (income) expense, net, loss (gain) on derivatives, loss on debt extinguishment, interest expense and interest income, plus depreciation and amortization, share-based compensation expense, loss on impairment of assets and expenses related to our Excellence-in-Process (EiP) initiative. Adjusted EBITDA is used in addition to and in conjunction with results presented in accordance with GAAP and should not be relied upon to the exclusion of GAAP financial measures.

Adjusted EBITDA is a key measure used by our management and Board of Directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short- and long-term operational plans. In particular, the exclusion of certain expenses in calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons of our core business. Additionally, Adjusted EBITDA is a key financial measure used by the compensation committee of our Board of Directors and our Chief Executive Officer in connection with the payment of incentive compensation to our executive officers and other members of our management team. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and Board of Directors.

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The following table presents Adjusted EBITDA and reconciles income (loss) from continuing operations to Adjusted EBITDA for the years ended December 31, 2022, 2021 and 2020:

							% Change
							Better/(Worse)
(in millions)	2022		2021		2020		2022 vs. 2021		2021 vs. 2020
Income (loss) from continuing operations	$	60.7	$	(283.1)	$	(320.6)	121	%	12	%
Plus:
Equity in net income of affiliates, net of tax	(0.3)		—		(0.2)		nm		(100)	%
Income tax expense (benefit)	185.4		145.6		(130.1)		(27)	%	nm
Income (loss) from continuing operations before income taxes and equity in net income of affiliates	245.9		(137.5)		(450.8)		nm		69	%
Plus:
(Gain) loss on disposal of subsidiaries, net	(1.4)		0.6		7.3		nm		92	%
Foreign currency exchange loss (gain), net	17.4		(13.8)		(13.5)		nm		2	%
Other (income) expense, net	(0.8)		1.7		2.4		147	%	29	%
Loss on derivatives	—		24.5		26.0		100	%	6	%
Loss on debt extinguishment	—		77.9		0.6		100	%	nm
Interest expense	16.4		46.3		100.9		65	%	54	%
Interest income	(7.6)		(4.4)		(2.2)		73	%	100	%
Operating income (loss)	270.0		(4.6)		(329.3)		nm		99	%
Plus:
Depreciation and amortization	59.1		101.2		83.1		42	%	(22)	%
EBITDA	329.1		96.6		(246.2)		nm		139	%
Plus:
Share-based compensation expense (a)	8.8		8.9		10.2		1	%	13	%
Loss on impairment of assets (b)	0.1		72.5		352.0		100	%	79	%
EiP implementation expenses (c)	0.8		75.4		89.6		99	%	16	%
Adjusted EBITDA	$	338.9	$	253.4	$	205.7	34	%	23	%

nm - percentage changes not meaningful

(a) Represents non-cash, share-based compensation expense pursuant to the provisions of ASC 718, “Stock Compensation.”

(b) Represents non-cash charges related to impairments of long-lived assets. For further details on certain impairment items see “Discussion of Significant Items Affecting the Consolidated Results for the Years Ended December 31, 2021 and 2020.”

(c) EiP implementation expenses are related to our enterprise-wide initiative to optimize and standardize Laureate’s processes, creating vertical integration of procurement, information technology, finance, accounting and human resources. It included the establishment of regional shared services organizations (SSOs), as well as improvements to the Company's system of internal controls over financial reporting. The EiP initiative also included other back- and mid-office areas, as well as certain student-facing activities, expenses associated with streamlining the organizational structure, an enterprise-wide program aimed at revenue growth, and certain non-recurring costs incurred in connection with the dispositions. The EiP initiative was completed as of December 31, 2021, except for certain EiP expenses related to the run out of programs that began in prior periods.

Comparison of Depreciation and Amortization and EiP Implementation Expenses for the Years Ended December 31, 2022 and 2021

Depreciation and amortization decreased by $42.1 million to $59.1 million for 2022 from $101.2 million for 2021. This decrease was primarily attributable to the finite-lived Laureate tradename, which was fully amortized in 2021, combined with a lower depreciable asset base at Corporate following the outsourcing of a majority of our information technology activities to a third-party service provider during 2021.

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EiP implementation expenses decreased by $74.6 million to $0.8 million for 2022 from $75.4 million for 2021. This decrease resulted from the completion of our EiP program in 2021, with the exception of certain EiP expenses related to the run out of programs that began in prior periods.

Comparison of Depreciation and Amortization and EiP Implementation Expenses for the Years Ended December 31, 2021 and 2020

Depreciation and amortization increased by $18.1 million to $101.2 million for 2021 from $83.1 million for 2020. This increase was primarily attributable to amortization of Laureate's tradename which, during 2020, changed from being an indefinite-lived intangible asset to being a finite-lived intangible asset. When combined with other items, this increased depreciation and amortization expense by $19.3 million. Partially offsetting this increase was the effect of foreign currency exchange, which decreased depreciation and amortization expense by $1.2 million for 2021, as compared to 2020.

EiP implementation expenses decreased by $14.2 million to $75.4 million for 2021 from $89.6 million for 2020. This decrease was primarily attributable to lower costs during 2021 associated with an enterprise-wide program aimed at revenue growth, combined with lower severance costs and lower legal and consulting fees related to our divestiture activity. The decreases in EiP costs were partially offset by the cost associated with the lease buyout for our Kendall property in Chicago, Illinois, and lease termination for our previous Corporate headquarters in 2021.

Segment Results

We have two reportable segments: Mexico and Peru, as discussed in Overview. For purposes of the following comparison of results discussion, “segment direct costs” represent direct costs incurred by the segment as they are included in Adjusted EBITDA, such that depreciation and amortization expense, loss on impairment of assets, share-based compensation expense and our EiP implementation expenses have been excluded. Organic enrollment is based on average total enrollment for the period. For a further description of our segments, see Overview.

The following tables, derived from our consolidated financial statements included elsewhere in this Form 10-K, present selected financial information of our reportable segments:

(in millions)							% Change
							Better/(Worse)
For the year ended December 31,	2022		2021		2020		2022 vs. 2021		2021 vs. 2020
Revenues:
Mexico	$	613.9	$	540.4	$	534.6	14	%	1	%
Peru	624.2		537.1		482.9		16	%	11	%
Corporate	4.1		9.2		7.4		(55)	%	24	%
Consolidated Total Revenues	$	1,242.3	$	1,086.7	$	1,024.9	14	%	6	%
Adjusted EBITDA:
Mexico	$	123.4	$	95.8	$	112.9	29	%	(15)	%
Peru	266.7		245.7		189.5		9	%	30	%
Corporate	(51.2)		(88.1)		(96.7)		42	%	9	%
Consolidated Total Adjusted EBITDA	$	338.9	$	253.4	$	205.7	34	%	23	%

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Mexico

Financial Overview

Comparison of Mexico Results for the Year Ended December 31, 2022 to the Year Ended December 31, 2021

(in millions)	Revenues		Direct Costs		Adjusted EBITDA
December 31, 2021	$	540.4	$	444.6	$	95.8
Organic enrollment (1)	41.8
Product mix, pricing and timing (1)	25.4
Organic constant currency	67.2		54.8		12.4
Foreign exchange	6.3		4.2		2.1
Other (2)	—		(13.1)		13.1
December 31, 2022	$	613.9	$	490.5	$	123.4

(1) Organic enrollment and Product mix, pricing and timing are not separable for the calculation of direct costs and therefore are combined and defined as Organic constant currency for the calculation of Adjusted EBITDA.

(2) Other is composed of acquisition-related contingent liabilities for taxes other-than-income tax, net of changes in recorded indemnification assets.

Revenues increased by $73.5 million, a 14% increase from 2021.

•Organic enrollment increased during 2022 by 9%, increasing revenues by $41.8 million.

•Revenues from our Mexico segment represented 50% of our consolidated total revenues for both 2022 and 2021.

Adjusted EBITDA increased by $27.6 million, a 29% increase from 2021.

•The increase in Adjusted EBITDA included a year-over-year benefit from the $13.1 million charge recorded during 2021 related to acquisition-related contingencies.

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Comparison of Mexico Results for the Year Ended December 31, 2021 to the Year Ended December 31, 2020

(in millions)	Revenues		Direct Costs		Adjusted EBITDA
December 31, 2020	$	534.6	$	421.7	$	112.9
Organic enrollment (1)	—
Product mix, pricing and timing (1)	(21.2)
Organic constant currency	(21.2)		(5.6)		(15.6)
Foreign exchange	27.0		20.6		6.4
Other (2)	—		7.9		(7.9)
December 31, 2021	$	540.4	$	444.6	$	95.8

(1) Organic enrollment and Product mix, pricing and timing are not separable for the calculation of direct costs and therefore are combined and defined as Organic constant currency for the calculation of Adjusted EBITDA.

(2) Other is composed of acquisition-related contingent liabilities for taxes other-than-income tax, net of changes in recorded indemnification assets.

Revenues increased by $5.8 million, a 1% increase from 2020.

•The Mexican peso strengthened against the USD during 2021 compared to 2020, increasing revenue by $27.0 million.

•Organic enrollment during 2021 remained relatively flat compared to 2020.

•The decrease in revenues from product mix, pricing and timing was mainly due to an increase in discounts and scholarships as a percentage of revenues.

•Revenues from our Mexico segment represented 50% of our consolidated total revenues for 2021 compared to 53% for 2020.

Adjusted EBITDA decreased by $17.1 million, a 15% decrease from 2020.

•The decrease in Adjusted EBITDA included a year-over-year effect of a gain of $5.8 million from the sale of land and buildings at one of our campuses in 2020, which is included in Organic constant currency.

Peru

Financial Overview

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Comparison of Peru Results for the Year Ended December 31, 2022 to the Year Ended December 31, 2021

(in millions)	Revenues		Direct Costs		Adjusted EBITDA
December 31, 2021	$	537.1	$	291.4	$	245.7
Organic enrollment (1)	70.1
Product mix, pricing and timing (1)	5.3
Organic constant currency	75.4		60.8		14.6
Foreign exchange	11.7		5.3		6.4
December 31, 2022	$	624.2	$	357.5	$	266.7

(1) Organic enrollment and Product mix, pricing and timing are not separable for the calculation of direct costs and therefore are combined and defined as Organic constant currency for the calculation of Adjusted EBITDA.

Revenues increased by $87.1 million, a 16% increase from 2021.

•Organic enrollment increased during 2022 by 14%, increasing revenues by $70.1 million.

•Revenues from our Peru segment represented 50% of our consolidated total revenues for both 2022 and 2021.

Adjusted EBITDA increased by $21.0 million, a 9% increase from 2021.

Comparison of Peru Results for the Year Ended December 31, 2021 to the Year Ended December 31, 2020

(in millions)	Revenues		Direct Costs		Adjusted EBITDA
December 31, 2020	$	482.9	$	293.4	$	189.5
Organic enrollment (1)	75.2
Product mix, pricing and timing (1)	40.8
Organic constant currency	116.0		29.7		86.3
Foreign exchange	(61.8)		(31.6)		(30.2)
Other (2)	—		(0.1)		0.1
December 31, 2021	$	537.1	$	291.4	$	245.7

(1) Organic enrollment and Product mix, pricing and timing are not separable for the calculation of direct costs and therefore are combined and defined as Organic constant currency for the calculation of Adjusted EBITDA.

(2) Other is composed of acquisition-related contingent liabilities for taxes other-than-income tax, net of changes in recorded indemnification assets.

Revenues increased by $54.2 million, an 11% increase from 2020.

•Organic enrollment increased during 2021 by 16%, increasing revenues by $75.2 million, mainly driven by a robust primary intake cycle during 2021 and increased retention rates.

•Revenues from our Peru segment represented 50% of our consolidated total revenues for 2021 compared to 47% for 2020.

Adjusted EBITDA increased by $56.2 million, a 30% increase from 2020, primarily driven by higher enrollments.

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Corporate

Corporate revenues primarily include our transition services agreements related to divestitures, which were mostly completed in 2022.

Operating results for Corporate for the years ended December 31, 2022, 2021 and 2020 were as follows:

							% Change
							Better/(Worse)
(in millions)	2022		2021		2020		2022 vs. 2021		2021 vs. 2020
Revenues	$	4.1	$	9.2	$	7.4	(55)	%	24	%
Expenses	55.3		97.3		104.1		43	%	7	%
Adjusted EBITDA	$	(51.2)	$	(88.1)	$	(96.7)	42	%	9	%

Comparison of Corporate Results for the Year Ended December 31, 2022 to the Year Ended December 31, 2021

Adjusted EBITDA increased by $36.9 million, a 42% increase from 2021, mainly driven by a decrease in labor costs and other professional fees, related to cost-reduction efforts.

Comparison of Corporate Results for the Year Ended December 31, 2021 to the Year Ended December 31, 2020

Adjusted EBITDA increased by $8.6 million, a 9% increase from 2020.

•Labor costs and other professional fees decreased expenses by $23.3 million for 2021 compared to 2020, related to cost-reduction efforts. This increase in Adjusted EBITDA was partially offset by other items, which accounted for a decrease in adjusted EBITDA of $14.7 million.

Liquidity and Capital Resources

Liquidity Sources

We anticipate that cash flow from operations and available cash will be sufficient to meet our current operating requirements and manage our liquidity needs for at least the next 12 months from the date of issuance of this report.

Our primary source of cash is revenue from tuition charged to students in connection with our various education program offerings. Essentially all of our revenues are generated from private pay sources as there are no material government-sponsored loan programs in Mexico or Peru. We anticipate generating sufficient cash flow from operations in the countries in which we operate to satisfy the working capital and financing needs of our organic growth plans for each country. If our educational institutions within one country were unable to maintain sufficient liquidity, we would consider using internal cash resources or reasonable short-term working capital facilities to accommodate any short- to medium-term shortfalls.

As of December 31, 2022, our secondary source of liquidity was cash and cash equivalents of $85.2 million. Our cash accounts are maintained with high-quality financial institutions.

The Company also maintains a revolving credit facility (the Senior Secured Credit Facility) with a syndicate of financial institutions as a source of liquidity. The revolving credit facility provides for borrowings of $410.0 million and has a maturity date of October 7, 2024. From time to time, we draw down on the revolver, and, in accordance with the terms of the credit agreement, any proceeds drawn on the revolving credit facility may be used for general corporate purposes. As of December 31, 2022, the Company had borrowed $100.0 million of the $410.0 million of available capacity. In addition to the Senior Secured Credit Facility, our subsidiaries had approximately $63.7 million of available borrowing capacity under lines of credit and short-term borrowing arrangements as of December 31, 2022.

If certain conditions are satisfied, the Third Amended and Restated Credit Agreement (the Third A&R Credit Agreement) also provides for incremental revolving and term loan facilities, at the request of the Company, not to exceed (i) the greater of (a) $565.0 million and (b) 100% of the consolidated EBITDA of the Company, plus (ii) additional amounts so long as both immediately before and after giving effect to such incremental facilities the Company’s Consolidated Senior Secured Debt to Consolidated EBITDA ratio, as defined in the Third A&R Credit Agreement, on a pro forma basis, does not exceed 2.75x, plus, (iii) the aggregate amounts of any voluntary repayments of term loans, if any, and aggregate amount of voluntary repayments of revolving credit facilities that are accompanied by a corresponding termination or reduction of revolving credit commitments.

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Liquidity Restrictions

Our liquidity is affected by restricted cash balances, which totaled $8.6 million and $20.8 million as of December 31, 2022 and 2021, respectively. As of December 31, 2022, restricted cash consisted of cash equivalents held as assets for a supplemental employment retention agreement for a former executive.

Indefinite Reinvestment of Foreign Earnings

We earn a significant portion of our income from subsidiaries located in countries outside the United States. As of December 31, 2022, $77.3 million of our total $85.2 million of cash and cash equivalents were held by foreign subsidiaries. As of December 31, 2021, $272.6 million of our total $324.8 million of cash and cash equivalents were held by foreign subsidiaries. As part of our business strategies, we have determined that the undistributed historical earnings of our foreign operations for which we have not already recorded taxes will be deemed indefinitely reinvested outside of the United States.

Our plans to indefinitely reinvest certain earnings are supported by projected working capital and long-term capital requirements in each foreign subsidiary location in which the earnings are generated. We have analyzed our domestic operation's cash repatriation strategies, projected cash flows, projected working capital and liquidity, and the expected availability within the debt or equity markets to provide funds for our domestic needs. Based on our analysis, we believe we have the ability to indefinitely reinvest our historical foreign earnings. If our expectations change based on future developments such that some or all of the undistributed earnings of our foreign subsidiaries may be remitted to the United States in the foreseeable future, we will be required to recognize deferred tax expense and liabilities and pay additional taxes on any amounts that we are unable to repatriate in a tax-free manner.

Liquidity Requirements

Our short-term liquidity requirements include: funding for debt service (including finance leases); operating lease obligations; payments of deferred compensation; working capital; operating expenses; capital expenditures; and business development activities.

Long-term liquidity requirements include: payments on long-term debt (including finance leases); operating lease obligations; payments of deferred compensation; and payments of other third-party obligations.

Debt

Our debt obligations consisted of $100.0 million of borrowings under the Senior Secured Credit Facility and $86.0 million of other debt as of December 31, 2022. In addition, our finance lease obligations and sale-leaseback financings were $48.2 million.

Senior Secured Credit Facility

As of December 31, 2022 and 2021, there was $100.0 million and no balance outstanding under our Senior Secured Credit Facility, respectively. During the fourth quarter of 2022, the Company borrowed on our Senior Secured Credit Facility primarily to fund the repurchase of shares in connection with the secondary offering that the Company completed in November 2022. For more detail on the secondary offering, see Note 11, Share-based Compensation and Equity, in our consolidated financial statements included elsewhere in this Form 10-K.

Other Debt

Other debt includes lines of credit and short-term borrowing arrangements of subsidiaries and notes payable, the significant components of which are described below.

As of December 31, 2022 and 2021, the aggregate outstanding balances on our lines of credit were $13.8 million and $10.1 million, respectively.

In December 2017, one of our subsidiaries in Mexico entered into an agreement with a bank for a loan of MXN 1,700.0 million (approximately $89.0 million at the time of the loan). The loan matures in June 2024 and carries a variable interest rate, plus an applicable margin, which is established based on the ratio of debt to EBITDA, as defined in the agreement (12.26% as of December 31, 2022). The current quarterly payments on the loan total MXN 72.3 million ($3.7 million at December 31, 2022)

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and increase over the remaining term of the loan to MXN 76.5 million ($3.9 million at December 31, 2022), with a balloon payment of MXN 425.0 million ($21.9 million at December 31, 2022) due at maturity. As of December 31, 2022 and 2021, the outstanding balance of this loan was $41.4 million and $52.5 million, respectively.

In December 2017, one of our subsidiaries in Peru entered into an agreement to borrow PEN 247.5 million (approximately $76.0 million at the agreement date). The loan bears interest at a fixed rate of 6.62% per annum and matures in December 2023. Over the remaining term of the loan, quarterly payments of PEN 14.4 million ($3.8 million at December 31, 2022) are due. As of December 31, 2022 and 2021, this loan had a balance of $15.1 million and $29.0 million, respectively.

Covenants

Under the Third A&R Credit Agreement, we are subject to a Consolidated Senior Secured Debt to Consolidated EBITDA financial maintenance covenant that applies only to the revolving credit facility (a leverage ratio covenant), as defined in the Third A&R Credit Agreement, unless certain conditions are satisfied. As of December 31, 2022, these conditions were satisfied and, therefore, we were not subject to the leverage ratio. The maximum ratio, as defined, is 3.50x as of the last day of each quarter commencing with the quarter ending December 31, 2019 and thereafter. In addition, indebtedness at some of our locations contain financial maintenance covenants. We were in compliance with these covenants as of December 31, 2022.

Leases

We conduct a significant portion of our operations from leased facilities, including many of our higher education facilities and other office locations. As discussed in Note 9, Leases, in our consolidated financial statements included elsewhere in this Form 10-K, we have significant operating lease liabilities recorded related to our leased facilities, which will require future cash payments. As of December 31, 2022 and 2021, the present value of operating lease liabilities was $415.9 million and $415.3 million, respectively. Based on the leases outstanding at December 31, 2022, $83.6 million of minimum lease payments will be required during 2023.

Capital Expenditures

Capital expenditures primarily consist of purchases of property and equipment. Our capital expenditure program is a component of our liquidity and capital management strategy. This program includes discretionary spending, which we can adjust in response to economic and other changes in our business environment, to grow our network through the following: (1) capacity expansion at institutions to support enrollment growth; (2) new campuses for institutions in our existing markets; and (3) information technology to increase efficiency and controls. Our non-discretionary spending includes the maintenance of existing facilities. We typically fund our capital expenditures through cash flow from operations and external financing. In the event that we are unable to obtain the necessary funding for capital expenditures, our long-term growth strategy could be significantly affected. We believe that our internal sources of cash and our ability to obtain additional third-party financing, subject to market conditions, will be sufficient to fund our investing activities.

Our total capital expenditures for our continuing and discontinued operations, excluding receipts from the sale of subsidiaries and property and equipment, were $53.1 million, $56.3 million and $89.2 million during 2022, 2021 and 2020, respectively. The 6% decrease in capital expenditures for 2022 compared to 2021 was primarily due to the year-over-year effect of divestitures completed in 2021 combined with lower spending in Peru and Corporate, partially offset by higher spending in health science programs in Mexico. The 37% decrease in capital expenditures for 2021 compared to 2020 was primarily due to the completed divestitures.

Cash Flows

In the consolidated statements of cash flows, the changes in operating assets and liabilities are presented excluding the effects of exchange rate changes and reclassifications, as these effects do not represent operating cash flows. Accordingly, the amounts in the consolidated statements of cash flows do not agree with the changes of the operating assets and liabilities as presented in the consolidated balance sheets. The effects of exchange rate changes on cash are presented separately in the consolidated statements of cash flows.

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The following table summarizes our cash flows from operating, investing, and financing activities for each of the past three fiscal years:

(in millions)	2022		2021		2020
Cash provided by (used in):
Operating activities	$	178.2	$	(156.1)	$	259.6
Investing activities	30.3		2,044.2		587.4
Financing activities	(461.6)		(2,683.2)		(272.7)
Effects of exchange rate changes on cash	1.2		(14.7)		(0.5)
Change in cash included in current assets held for sale	—		288.1		195.8
Net change in cash and cash equivalents and restricted cash	$	(251.8)	$	(521.7)	$	769.5

Comparison of Cash Flows for the Year Ended December 31, 2022 to the Year Ended December 31, 2021

Operating activities

Cash flows from operating activities changed by $334.3 million to a cash inflow of $178.2 million for 2022, compared to a cash outflow of $(156.1) million for 2021. This increase in operating cash flows was attributable to: (1) increased operating income combined with the net effect of changes in operating assets and liabilities, which increased operating cash by $143.8 million compared to 2021; (2) lower cash paid for taxes of $97.3 million, from $251.1 million in 2021 to $153.8 million in 2022, a decrease primarily driven by the payment of estimated taxes related to the sale of Walden University in 2021 and payment of withholding taxes for intercompany loans that were capitalized during 2021; (3) the year-over-year effect of $46.8 million of payments for lease termination agreements in 2021; and (4) a decrease in cash paid for interest of $46.4 million, from $63.2 million in 2021 to $16.8 million in 2022, attributable to lower average debt balances.

Investing activities

Cash provided by investing activities decreased by $2,013.9 million to $30.3 million for 2022 from $2,044.2 million in 2021. This decrease was primarily attributable to lower cash receipts from the sales of discontinued operations of $2,067.4 million, from $2,150.8 million, net, in 2021 (primarily for the sale of Walden University, our operations in Honduras and Brazil, the receipt of the note receivable related to the 2020 divestiture of our Chilean operations, and the receipt of a portion of the purchase prices that were withheld in connection to the 2018 sale of our China operations and the 2020 sale of our Malaysia operations) to $83.4 million, net, in 2022 (primarily related to the receipt of the escrow receivable related the 2021 sale of Walden University, and the collection of certain receivables from the sale of our Brazilian operations). This decrease in investing cash flows was partially offset by the year-over-year effect of $50.3 million of payments made in 2021 for derivative instruments related to foreign exchange swap agreements associated with the sale of our Brazil operations. Additionally, cash used for capital expenditures decreased by $3.2 million compared to 2021.

Financing activities

Cash used in financing activities decreased by $2,221.6 million to $461.6 million for 2022 from $2,683.2 million for 2021. This decrease in financing cash outflows was attributable to: (1) lower cash distributions to shareholders of $1,121.7 million, from $1,374.9 million in 2021 following the sale of Walden University, to $253.2 million in 2022; (2) net proceeds from issuance of long-term debt in 2022 as compared to net payments of long-term debt in 2021, primarily related to the repayment in full of the balance outstanding under the Senior Notes due 2025, for a change of $958.1 million; (3) lower year-over-year payments to repurchase shares of our common stock of $98.3 million; (4) the year-over-year effect of $33.0 million in payments made in 2021 for call premiums associated with the redemption of the Senior Notes due 2025; and (5) higher proceeds from the exercises of common stock options of $9.8 million during 2022, as compared to 2021. Other items accounted for the remaining difference of $0.7 million.

Comparison of Cash Flows for the Year Ended December 31, 2021 to the Year Ended December 31, 2020

Operating activities

Cash flows from operating activities changed by $415.7 million to cash outflow of $(156.1) million for 2021, compared to a cash inflow $259.6 million for 2020. This decrease in operating cash was primarily attributable to: (1) changes in working capital and divestitures of subsidiaries that contributed positive operating cash flows during 2020, which accounted for $266.6

48

million of the decrease; (2) higher cash paid for taxes of $159.7 million, from $91.4 million in 2020 to $251.1 million in 2021, primarily due to the payment of estimated taxes related to the sale of Walden University in 2021 and payment of withholding taxes for intercompany loans that were capitalized during 2021; and (3) payments of $46.8 million for lease termination agreements in 2021. These decreases in operating cash flow were partially offset by a decrease in cash paid for interest of $57.4 million, prior to interest income, from $120.6 million in 2020 to $63.2 million in 2021, attributable to lower average debt balances.

Investing activities

Cash provided by investing activities increased by $1,456.8 million to $2,044.2 million for 2021 from $587.4 million in 2020. This increase was primarily attributable to higher cash receipts from the sales of discontinued operations of $1,474.2 million, from $676.6 million in 2020 (for the net effect of the sales of NSAD and our operations in Costa Rica, Chile, Malaysia, Australia and New Zealand, net of cash sold, and the receipt of a portion of the escrow receivable balance related to the 2018 sale of our China operations) to $2,150.8 million, net, in 2021 (primarily for the sale of Walden University, our operations in Honduras and Brazil, the receipt of the note receivable related to the 2020 divestiture of our Chilean operations, and the receipt of a portion of the purchase prices that were withheld in connection to the 2018 sale of our China operations and the 2020 sale of our Malaysia operations). In addition, cash used for capital expenditures decreased by $32.9 million compared to 2020. These increases in investing cash were partially offset by payments of $50.3 million for derivative instruments related to foreign exchange swap agreements associated with the sale of our Brazil operations.

Financing activities

Cash used in financing activities increased by $2,410.5 million to $2,683.2 million for 2021 from $272.7 million for 2020. This increase in financing cash outflows was primarily attributable to: (1) payments of special cash distributions to shareholders in 2021 of $1,374.9 million following the sale of Walden University; (2) higher net payments of long-term debt in 2021 as compared to 2020 of $718.6 million, primarily related to the 2021 repayment in full of the balance outstanding under the Senior Notes due 2025; (3) higher payments in 2021 of $281.0 million to repurchase shares of our common stock under our stock repurchase program; (4) higher payments of call premiums and debt issuance costs of $32.2 million, mainly the call premiums associated with the redemption of the Senior Notes due 2025 during 2021; and (5) lower proceeds from stock option exercises of $22.3 million during 2021, as compared to 2020. These increases in financing cash outflows were partially offset by the year-over-year effect of a $13.7 million payment in 2020 to the minority owner of our Malaysia operations in connection with the sale of those operations and $5.7 million of deferred purchase price payments in 2020 related to acquisitions. Other items accounted for the remaining difference of $0.9 million.

Critical Accounting Policies and Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosure of contingent assets and liabilities. Actual results could differ from these estimates. Our significant accounting policies are discussed in Note 2, Significant Accounting Policies, in our consolidated financial statements included elsewhere in this Form 10-K. Our critical accounting policies require the most significant judgments and estimates about the effect of matters that are inherently uncertain. As a result, these accounting policies and estimates could materially affect our financial statements and are critical to the understanding of our results of operations and financial condition. Management has discussed the selection of these critical accounting policies and estimates with the audit committee of the Board of Directors.

Goodwill and Indefinite-lived Intangible Assets

We perform annual impairment tests of indefinite-lived intangible assets, including goodwill and tradenames, as of October 1st each year. We also evaluate these assets on an interim basis if events or changes in circumstances between annual tests indicate that the assets may be impaired. For example, during the second quarter of 2020, we recorded an impairment of the indefinite-lived intangible assets that were part of the Chile reporting unit. We have not made material changes to the methodology used to assess impairment loss on indefinite-lived tradenames during the past three fiscal years. If the estimates and related assumptions used in assessing the recoverability of our goodwill and indefinite-lived tradenames decline, we may be required to record impairment charges for those assets. We base our fair value estimates on assumptions that we believe to be reasonable but that are unpredictable and inherently uncertain. Actual results may differ from those estimates. In addition, we make certain judgments and assumptions in allocating shared assets and liabilities to determine the carrying values for each of our reporting units.

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Goodwill

On January 1, 2020, the Company adopted Accounting Standards Update (ASU) No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment. This ASU requires entities to calculate goodwill impairment as the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill.

Under the updated guidance, the Company continues to have the option of first performing a qualitative goodwill impairment assessment (i.e., step zero) in order to determine if the quantitative impairment test is necessary. The requirement to perform a qualitative assessment for a reporting unit with a zero or negative carrying amount is eliminated. A reporting unit is defined as a component of an operating segment for which discrete financial information is available and regularly reviewed by management of the segment. Based on the qualitative assessment, if we determine that it is more likely than not that the fair value of the reporting unit is greater than its carrying amount, the quantitative impairment test is not required.

If we do not perform the qualitative assessment for a reporting unit or determine that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, a quantitative fair value-based test is performed. We estimate the fair value of each reporting unit, and, if the carrying amount of the reporting unit is less than the reporting unit’s estimated fair value, then there is no goodwill impairment. If the carrying amount of the reporting unit exceeds its estimated fair value, then goodwill is impaired and the difference between the reporting unit's carrying amount and its fair value is recognized as a loss on impairment of assets in the Consolidated Statements of Operations. We completed our annual impairment testing, and no impairments of goodwill were identified.

Our valuation approach to estimate the fair value of a reporting unit has historically utilized a weighted combination of a discounted cash flow analysis and a market multiples analysis. The discounted cash flow analysis relies on historical data and internal estimates, which are developed as a part of our long-range plan process, and includes an estimate of terminal value based on these expected cash flows using the generally accepted Gordon Dividend Growth formula, which derives a valuation using an assumed perpetual annuity based on the reporting unit’s residual cash flows. The discount rate is based on the generally accepted Weighted Average Cost of Capital methodology, and is derived using a cost of equity based on the generally accepted Capital Asset Pricing Model and a cost of debt based on the typical rate paid by market participants. The market multiples analysis utilizes multiples of business enterprise value to revenues, operating income and earnings before interest, taxes, depreciation and amortization of comparable publicly traded companies and multiples based on fair value transactions where public information is available. Significant assumptions used in estimating the fair value of each reporting unit include: (1) the revenue and profitability growth rates and (2) the discount rate.

If we perform a quantitative impairment test, we also evaluate the sensitivity of a change in assumptions related to goodwill impairment, assessing whether a 10% reduction in our estimates of revenue or a 1% increase in our estimated discount rates would result in impairment of goodwill. We have determined that neither of our reporting units with material goodwill were at risk of failing the goodwill impairment test as of December 31, 2022.

We completed our initial public offering (IPO) on February 6, 2017 at an initial public offering price that was below the expected range, and since then our stock price at times has traded below the initial public offering price. While our market capitalization is currently in excess of the carrying value of our stockholders’ equity, a significant decline in our stock price for an extended period of time could be considered an impairment indicator that would cause us to perform an interim impairment test that could result in additional impairments of goodwill or other intangible assets.

Indefinite-lived Intangible Assets

The impairment test for indefinite-lived intangible assets, such as indefinite-lived tradenames, generally requires a new determination of the fair value of the intangible asset using the relief-from-royalty method. This method estimates the amount of royalty expense that we would expect to incur if the assets were licensed from a third party. We use publicly available information in determining certain assumptions to assist us in estimating fair value using market participant assumptions. If the fair value of the intangible asset is less than its carrying value, the intangible asset is adjusted to its new estimated fair value, and an impairment loss is recognized. Significant assumptions used in estimating the fair value of indefinite-lived tradenames include: (1) the revenue growth rates; (2) the discount rates; and (3) the estimated royalty rates.

In 2020, following the reclassification of several of our subsidiaries as held-for-sale, the Company tested the Laureate tradename for impairment and concluded that the estimated fair value of the Laureate tradename was less than its carrying value. As a result, the Company recognized an impairment charge of $320.0 million, in accordance with ASC 350-30-35-17. Additionally, the Company determined that the remaining Laureate tradename asset no longer had an indefinite life.

50

During the first quarter of 2021, the Company decided that, during 2021, it would wind down certain support functions related to the Laureate network and would no longer invest in and support the Laureate tradename, a finite-lived intangible asset, beyond 2021. As a result, the Company tested the asset for impairment and estimated the fair value of the tradename asset using the relief-from-royalty method, based on the projected revenues for each business over the estimated remaining useful life of the asset. As a result of the impairment test, the Company concluded that the estimated fair value of the Laureate tradename was less than its carrying value by approximately $51.4 million and recorded an impairment charge for that amount. The remaining carrying value of the tradename asset was fully amortized as of December 31, 2021.

Long-Lived Assets

We evaluate our long-lived assets, including property and equipment, to determine whether events or changes in circumstances indicate that the remaining estimated useful lives of such assets may warrant revision or that their carrying values may not be fully recoverable.

Indicators of impairment include, but are not limited to:

•a significant deterioration of operating results;

•a change in regulatory environment;

•a change in business plans; or

•an adverse change in anticipated cash flows.

If an impairment indicator is present, we evaluate recoverability by a comparison of the carrying amount of the assets to future undiscounted net cash flows expected to result from the use and eventual disposition of the assets. If the assets are determined to be impaired, the impairment recognized is the excess of the carrying amount over the fair value of the assets. Fair value is generally determined by the discounted cash flow method. The discount rate used in any estimate of discounted cash flows is the rate commensurate with a similar investment of similar risk. We use judgment in determining whether a triggering event has occurred and in estimating future cash flows and fair value. Changes in our judgments could result in impairments in future periods. See Note 7, Goodwill and Other Intangible Assets, in our consolidated financial statements included elsewhere in this Form 10-K for further details on impairments.

Income Taxes

We record the amount of income taxes payable or refundable for the current year, as well as deferred tax assets and liabilities for the expected future tax consequences of events that we have recognized in our consolidated financial statements or tax returns. We exercise judgment in assessing future profitability and the likely future tax consequences of these events.

Deferred Taxes

Estimates of deferred tax assets and liabilities are based on current tax laws, rates and interpretations, and, in certain cases, business plans and other expectations about future outcomes. We develop estimates of future profitability based upon historical data and experience, industry projections, forecasts of general economic conditions, and our own expectations. Our accounting for deferred tax consequences represents management’s best estimate of future events that can be appropriately reflected in our accounting estimates. Changes in existing tax laws and rates, their related interpretations, as well as the uncertainty generated by the current economic environment, may impact the amounts of deferred tax liabilities or the valuations of deferred tax assets.

Tax Contingencies

We are subject to regular review and audit by both domestic and foreign tax authorities. We apply a more-likely-than-not threshold for tax positions, under which we must conclude that a tax position is more likely than not to be sustained in order for us to continue to recognize the benefit. This assumes that the position will be examined by the appropriate taxing authority and that full knowledge of all relevant information is available. In determining the provision for income taxes, judgment is used, reflecting estimates and assumptions, in applying the more-likely-than-not threshold. A change in the assessment of the outcome of a tax review or audit could materially adversely affect our consolidated financial statements.

See Note 13, Income Taxes, in our consolidated financial statements included elsewhere in this Form 10-K for details of our deferred taxes and tax contingencies.

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Indefinite Reinvestment of Foreign Earnings

We earn substantially all of our income from subsidiaries located in countries outside the United States. Deferred tax liabilities have not been recognized for undistributed historical foreign earnings because management believes that the historical retained earnings will be indefinitely reinvested outside the United States under the Company's planned tax-neutral methods. Our assertion that earnings from our foreign operations will be indefinitely reinvested is supported by projected working capital and long-term capital plans in each foreign subsidiary location in which the earnings are generated. Additionally, we believe that we have the ability to indefinitely reinvest foreign earnings based on our domestic operation's cash repatriation strategies, projected cash flows, projected working capital and liquidity, and the expected availability of capital within the debt or equity markets. If our expectations change based on future developments, such that some or all of the undistributed earnings of our foreign subsidiaries may be remitted to the United States in the foreseeable future, we will be required to recognize deferred tax expense and liabilities on any amounts that we are unable to repatriate in a tax-free manner.

Revenue Recognition

Our revenues primarily consist of tuition and educational service revenues. We also generate other revenues from student fees and other education-related activities. These other revenues are less material to our overall financial results and have a tendency to trend with tuition revenues. Revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. These revenues are recognized net of scholarships and other discounts, refunds and waivers. For further description, see also Note 3, Revenue, in our consolidated financial statements included elsewhere in this Form 10-K.

Allowance for Doubtful Accounts

Receivables are deemed to be uncollectible when they have been outstanding for two years, or earlier when collection efforts have ceased, at which time they are written off. Prior to that, we record an allowance for doubtful accounts to reduce our receivables to their net realizable value. Our allowance estimation methodology is based on the age of the receivables, the status of past-due amounts, historical collection trends, current economic conditions and student enrollment status. In the event that current collection trends differ from historical trends, an adjustment is made to the allowance account and bad debt expense.

Share-Based Compensation

We use the Black-Scholes-Merton option pricing model to calculate the fair value of stock options. This option valuation model requires the use of subjective assumptions, including the estimated fair value of the underlying common stock, the expected stock price volatility, and the expected term of the option. Prior to the IPO, the estimated fair value of the underlying common stock was based on third-party valuations. After our IPO, the estimated fair value of the underlying common stock is based on the closing price of our common stock on the grant date. Because we have only been publicly traded since February 2017, our volatility estimates are based on an average of: (1) a peer group of companies and (2) Laureate's historical volatility. We estimate the expected term of awards to be the weighted average mid-point between the vesting date and the end of the contractual term. We use this method to estimate the expected term because we do not have sufficient historical exercise data.

We have granted restricted stock, restricted stock units and performance awards for which the vesting is based on our annual performance metrics. For interim periods, we use our year-to-date actual results, financial forecasts, and other available information to estimate the probability of the award vesting based on the performance metrics. The related compensation expense recognized is affected by our estimates of the vesting probability of these performance awards. See Note 11, Share-based Compensation and Equity, in our consolidated financial statements included elsewhere in this Form 10-K for further discussion of these arrangements.

Recently Issued Accounting Standards

Refer to Note 2, Significant Accounting Policies, in our consolidated financial statements included elsewhere in this Form 10-K for recently issued accounting standards.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risk primarily from fluctuations in interest rates and foreign currency exchange rates. We may seek to control a portion of these risks through a risk-management program that includes the use of derivatives to reduce earnings and cash flow volatility associated with changes in interest rates and foreign currency exchange rates. As a policy, we do not engage in speculative or leveraged transactions, nor do we hold or issue derivatives for trading purposes.

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Interest Rate Risk

We are subject to risk from fluctuations in interest rates, primarily relating to our Senior Secured Credit Facility and certain local debt, which bear interest at variable rates. Based on our outstanding variable-rate debt as of December 31, 2022, an increase of 100 basis points in our weighted-average interest rate would result in an increase in interest expense of $1.4 million on an annual basis.

Foreign Currency Exchange Risk

We use the USD as our reporting currency. We derived substantially all of our revenues outside of the United States for the year ended December 31, 2022. Our business is transacted through a network of international and domestic subsidiaries, generally in the local currency, considered the functional currency for that subsidiary.

Our foreign currency exchange rate risk is related to the following items:

•Adjustments relating to the translation of our assets and liabilities from the subsidiaries' functional currencies to USD. These adjustments are recorded in accumulated other comprehensive income (loss) on our consolidated balance sheets.

•Gains and losses resulting from foreign currency exchange rate changes related to intercompany loans that are not deemed to have the characteristics of a long-term investment. These gains and losses are recorded in foreign currency exchange gain (loss) on our consolidated statements of operations.

•Gains and losses on foreign currency transactions. These gains and losses are recorded in foreign currency exchange gain (loss) on our consolidated statements of operations.

For the year ended December 31, 2022, a hypothetical 10% adverse change in average annual foreign currency exchange rates would have decreased Operating income and Adjusted EBITDA by approximately $35.6 million and $41.3 million, respectively.

We monitor the impact of foreign currency movements related to differences between our subsidiaries' local currencies and the USD. Our U.S. debt facilities are primarily denominated in USD. We may enter into foreign exchange forward contracts to protect the USD value of our assets and future cash flows, as well as to reduce the earnings impact of exchange rate fluctuations on receivables and payables denominated in currencies other than the functional currencies. See Note 12, Derivative Instruments, in our consolidated financial statements included elsewhere in this Form 10-K for additional discussion regarding our derivatives.

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Item 8. Financial Statements and Supplementary Data

Report of Management on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. We conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2022, based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013. Based on our evaluation, we have concluded that our internal control over financial reporting was effective as of December 31, 2022.

The effectiveness of our internal control over financial reporting as of December 31, 2022, has been audited by PricewaterhouseCoopers LLP (PCAOB No. 238), an independent registered public accounting firm, as stated in their report which appears herein.

Date: February 23, 2023

   /s/ EILIF SERCK-HANSSEN

Eilif Serck-Hanssen

President and Chief Executive Officer

  /s/ RICHARD M. BUSKIRK

Richard M. Buskirk

Senior Vice President and Chief Financial Officer

54

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Laureate Education, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Laureate Education, Inc. and its subsidiaries (the “Company”) as of December 31, 2022 and 2021, and the related consolidated statements of operations, of comprehensive income, of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2022, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management on Internal Control over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Certain Reserves for Uncertain Tax Positions

As described in Notes 2 and 13 to the consolidated financial statements, the Company’s reserves for uncertain tax positions were $284.9 million as of December 31, 2022. Certain reserves for uncertain tax positions represent a portion of the consolidated balance. A tax position must meet a minimum probability threshold before a financial statement benefit is recognized. The minimum threshold is defined as a tax position that is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position and having full knowledge of all relevant information. This involves the use of significant estimates and assumptions by management with respect to the potential outcome of positions taken on tax returns that may be reviewed by tax authorities.

The principal considerations for our determination that performing procedures relating to certain reserves for uncertain tax positions is a critical audit matter are (i) the significant judgment by management when determining certain reserves for uncertain tax positions; (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s determination of certain reserves for uncertain tax positions; (iii) the evaluation of audit evidence available to support certain reserves for uncertain tax positions is complex and resulted in significant auditor judgment as the nature of the evidence is often highly subjective, and (iv) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the recognition of reserves for uncertain tax positions. These procedures also included, among others, (i) testing the information used in the calculation of certain reserves for uncertain tax positions, such as international and federal filing positions, and the related final tax returns; (ii) testing the calculation of certain reserves for uncertain tax positions; and (iii) evaluating management’s assessment of the technical merits of tax positions and estimates of the amount of tax benefit expected to be sustained, as well as the likelihood of the possible outcome. Professionals with specialized skill and knowledge were used to assist in evaluating the amount of potential benefit to be realized and the application of relevant tax laws.

/s/ PricewaterhouseCoopers LLP

Baltimore, Maryland

February 23, 2023

We have served as the Company’s auditor since 2007, which includes periods before the Company became subject to SEC reporting requirements.

56

LAUREATE EDUCATION, INC. AND SUBSIDIARIES

Consolidated Statements of Operations

IN THOUSANDS, except per share amounts

For the years ended December 31,	2022		2021		2020
Revenues	$	1,242,271	$	1,086,701	$	1,024,917
Costs and expenses:
Direct costs	907,365		814,490		802,458
General and administrative expenses	64,750		204,370		199,790
Loss on impairment of assets	144		72,488		351,971
Operating income (loss)	270,012		(4,647)		(329,302)
Interest income	7,567		4,378		2,169
Interest expense	(16,418)		(46,275)		(100,894)
Loss on debt extinguishment	—		(77,940)		(610)
Loss on derivatives, net	—		(24,517)		(25,980)
Other income (expense), net	770		(1,695)		(2,420)
Foreign currency exchange (loss) gain, net	(17,444)		13,791		13,474
Gain (loss) on disposals of subsidiaries, net	1,364		(602)		(7,276)
Income (loss) from continuing operations before income taxes and equity in net income of affiliates	245,851		(137,507)		(450,839)
Income tax (expense) benefit	(185,391)		(145,573)		130,069
Equity in net income of affiliates, net of tax	258		—		172
Income (loss) from continuing operations	60,718		(283,080)		(320,598)
Income (loss) from discontinued operations, net of tax benefit (expense) of $508, $(234,326) and $(114,257), respectively	8,260		486,865		(298,104)
Net income (loss)	68,978		203,785		(618,702)
Net loss (income) attributable to noncontrolling interests	595		(11,339)		5,371
Net income (loss) attributable to Laureate Education, Inc.	$	69,573	$	192,446	$	(613,331)

Basic earnings (loss) per share:
Income (loss) from continuing operations	$	0.37	$	(1.56)	$	(1.53)
Income (loss) from discontinued operations	0.05		2.57		(1.40)
Basic earnings (loss) per share	$	0.42	$	1.01	$	(2.93)
Diluted earnings (loss) per share:
Income (loss) from continuing operations	$	0.36	$	(1.56)	$	(1.53)
Income (loss) from discontinued operations	0.05		2.57		(1.40)
Diluted earnings (loss) per share	$	0.41	$	1.01	$	(2.93)

The accompanying notes are an integral part of these consolidated financial statements.

57

LAUREATE EDUCATION, INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

IN THOUSANDS

For the years ended December 31,	2022		2021		2020
Net income (loss)	$	68,978	$	203,785	$	(618,702)
Other comprehensive income (loss):
Foreign currency translation adjustment, net of tax of $0 for all years	77,233		421,972		133,827
Minimum pension liability adjustment, net of tax of $140, $0 and $0, respectively	560		(202)		(1,200)
Total other comprehensive income	77,793		421,770		132,627
Comprehensive income (loss)	146,771		625,555		(486,075)
Net comprehensive loss (income) attributable to noncontrolling interests	582		(11,327)		4,739
Comprehensive income (loss) attributable to Laureate Education, Inc.	$	147,353	$	614,228	$	(481,336)

The accompanying notes are an integral part of these consolidated financial statements.

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LAUREATE EDUCATION, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

IN THOUSANDS, except per share amounts

	December 31, 2022		December 31, 2021
Assets
Current assets:
Cash and cash equivalents	$	85,167	$	324,801
Restricted cash	8,617		20,774
Receivables:
Accounts and notes receivable	133,105		117,987
Other receivables	9,486		96,229
Allowance for doubtful accounts	(61,882)		(62,226)
Receivables, net	80,709		151,990
Income tax receivable	32,261		30,474
Prepaid expenses and other current assets	19,445		16,280
Total current assets	226,199		544,319
Property and equipment:
Land	127,154		121,173
Buildings	348,931		328,343
Furniture, equipment and software	494,004		459,189
Leasehold improvements	117,820		106,813
Construction in-progress	11,871		9,622
Accumulated depreciation and amortization	(576,373)		(525,623)
Property and equipment, net	523,407		499,517
Operating lease right-of-use assets, net	389,565		384,344
Goodwill	583,493		546,795
Tradenames, net	151,645		142,848
Deferred costs, net	5,310		5,981
Deferred income taxes	51,941		38,713
Other assets	40,677		42,629
Long-term assets held for sale	—		6,164
Total assets	$	1,972,237	$	2,211,310

The accompanying notes are an integral part of these consolidated financial statements.

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LAUREATE EDUCATION, INC. AND SUBSIDIARIES

Consolidated Balance Sheets (continued)

IN THOUSANDS, except per share amounts

	December 31, 2022		December 31, 2021
Liabilities and stockholders' equity
Current liabilities:
Accounts payable	$	42,842	$	26,870
Accrued expenses	50,563		65,558
Accrued compensation and benefits	85,215		90,454
Deferred revenue and student deposits	51,264		43,959
Current portion of operating leases	38,994		38,149
Current portion of long-term debt and finance leases	56,184		49,082
Income taxes liabilities	38,738		38,705
Other current liabilities	17,587		18,097
Current liabilities held for sale	—		1,054
Total current liabilities	381,387		371,928
Long-term operating leases, less current portion	376,898		377,104
Long-term debt and finance leases, less current portion	175,929		104,588
Deferred compensation	10,379		11,896
Income taxes payable	131,301		96,463
Deferred income taxes	89,765		73,624
Other long-term liabilities	30,823		24,640
Long-term liabilities held for sale	—		9,795
Total liabilities	1,196,482		1,070,038
Redeemable noncontrolling interests and equity	1,398		1,714
Stockholders' equity:
Preferred stock, par value $0.001 per share – 50,000 shares authorized and no shares issued and outstanding as of December 31, 2022 and December 31, 2021	—		—
Common stock, par value $0.004 per share – 700,000 shares authorized, 230,779 shares issued and 157,013 shares outstanding as of December 31, 2022 and 228,831 shares issued and 180,611 shares outstanding as of December 31, 2021	923		915
Additional paid-in capital	2,204,755		2,388,783
Retained earnings	39,244		15,523
Accumulated other comprehensive loss	(442,424)		(520,204)
Treasury stock at cost (73,766 shares held at December 31, 2022 and 48,220 shares held at December 31, 2021)	(1,026,272)		(744,174)
Total Laureate Education, Inc. stockholders' equity	776,226		1,140,843
Noncontrolling interests	(1,869)		(1,285)
Total stockholders' equity	774,357		1,139,558
Total liabilities and stockholders' equity	$	1,972,237	$	2,211,310

The accompanying notes are an integral part of these consolidated financial statements.

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LAUREATE EDUCATION, INC. AND SUBSIDIARIES

Consolidated Statements of Stockholders' Equity

IN THOUSANDS

	Laureate Education, Inc. Stockholders
	Class A Common Stock			Class B Common Stock			Common Stock			Additional paid-in capital		Retained earnings (accumulated deficit)		Accumulated other comprehensive (loss) income		Treasury stock at cost		Non-controlling interests		Total stockholders' equity
	Shares	Amount		Shares	Amount		Shares	Amount
Balance at December 31, 2019	119,575	$	542	90,831	$	363	—	—		$	3,724,636	$	436,509	$	(1,073,981)	$	(271,106)	$	(12,812)	$	2,804,151
Non-cash stock compensation	—	—		—	—		—	—		13,298		—		—		—		—		13,298
Conversion of Class B shares to Class A shares	39	—		(39)	—		—	—		—		—		—		—		—		—
Purchase of treasury stock at cost	(6,035)	—		—	—		—	—		—		—		—		(94,210)		—		(94,210)
Exercise of stock options and vesting of restricted stock and restricted stock units, net of shares withheld to satisfy tax withholding	1,540	6		—	—		—	—		24,556		—		—		—		—		24,562
Change in noncontrolling interests	—	—		—	—		—	—		(2,610)		—		—		—		3,471		861
Accretion of redeemable noncontrolling interests and equity	—	—		—	—		—	—		149		—		—		—		—		149
Reclassification of redeemable noncontrolling interests and equity	—	—		—	—		—	—		—		—		—		—		1,198		1,198
Net loss	—	—		—	—		—	—		—		(613,331)		—		—		(5,371)		(618,702)
Foreign currency translation adjustment, net of tax of $0	—	—		—	—		—	—		—		—		133,195		—		632		133,827
Minimum pension liability adjustment, net of tax of $0	—	—		—	—		—	—		—		—		(1,200)		—		—		(1,200)
Balance at December 31, 2020	115,119	$	548	90,792	$	363	—	—		$	3,760,029	$	(176,822)	$	(941,986)	$	(365,316)	$	(12,882)	$	2,263,934
Entity restructuring adjustment	—	—		—	—		—	—		—		(101)		—		—		—		(101)
Non-cash stock compensation	—	—		—	—		—	—		10,172		—		—		—		—		10,172
Exercise of stock options and vesting of restricted stock and restricted stock units, net of shares withheld to satisfy tax withholding	581	2		—	—		296	2		638		—		—		—		—		642
Conversion of Class A and Class B common stock to Common Stock	(90,497)	(550)		(90,792)	(363)		181,289	913		—		—		—		—		—		—
Purchase of treasury stock at cost	(25,203)	—		—	—		(974)	—		—		—		—		(378,858)		—		(378,858)
Special cash distributions and equitable adjustments to stock-based compensation awards	—	—		—	—		—	—		(1,381,787)		—		—		—		—		(1,381,787)
Change in noncontrolling interests	—	—		—	—		—	—		(181)		—		—		—		271		90
Accretion of redeemable noncontrolling interests and equity	—	—		—	—		—	—		(88)		—		—		—		—		(88)
Reclassification of redeemable noncontrolling interests and equity	—	—		—	—		—	—		—		—		—		—		(1)		(1)
Net income	—	—		—	—		—	—		—		192,446		—		—		11,339		203,785
Foreign currency translation adjustment, net of tax of $0	—	—		—	—		—	—		—		—		421,984		—		(12)		421,972
Minimum pension liability adjustment, net of tax of $0	—	—		—	—		—	—		—		—		(202)		—		—		(202)
Balance at December 31, 2021	—	$	—	—	$	—	180,611	$	915	$	2,388,783	$	15,523	$	(520,204)	$	(744,174)	$	(1,285)	$	1,139,558

The accompanying notes are an integral part of these consolidated financial statements.

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LAUREATE EDUCATION, INC. AND SUBSIDIARIES

Consolidated Statements of Stockholders' Equity (continued)

IN THOUSANDS

	Laureate Education, Inc. Stockholders
	Common Stock			Additional paid-in capital		(Accumulated deficit) retained earnings		Accumulated other comprehensive (loss) income		Treasury stock at cost		Non-controlling interests		Total stockholders' equity
	Shares	Amount
Balance at December 31, 2021	180,611	$	915	$	2,388,783	$	15,523	$	(520,204)	$	(744,174)	$	(1,285)	$	1,139,558
Non-cash stock compensation	—	—		8,776		—		—		—		—		8,776
Exercise of stock options and vesting of restricted stock and restricted stock units, net of shares withheld to satisfy tax withholding	1,948	8		11,214		—		—		—		—		11,222
Purchase of treasury stock at cost	(25,546)	—		—		—		—		(282,098)		—		(282,098)
Special cash distribution, special cash dividend, and equitable adjustments to stock-based compensation awards	—	—		(204,336)		(45,852)		—		—		—		(250,188)
Change in noncontrolling interests	—	—		2		—		—		—		(2)		—
Reclassification of redeemable equity to non-redeemable equity	—	—		316		—		—		—		—		316
Net income	—	—		—		69,573		—		—		(595)		68,978
Foreign currency translation adjustment, net of tax of $0	—	—		—		—		77,220		—		13		77,233
Minimum pension liability adjustment, net of tax of $140	—	—		—		—		560		—		—		560
Balance at December 31, 2022	157,013	$	923	$	2,204,755	$	39,244	$	(442,424)	$	(1,026,272)	$	(1,869)	$	774,357

The accompanying notes are an integral part of these consolidated financial statements.

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LAUREATE EDUCATION, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

IN THOUSANDS

For the years ended December 31,	2022		2021		2020
Cash flows from operating activities
Net income (loss)	$	68,978	$	203,785	$	(618,702)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization expense	59,132		101,178		143,516
Amortization of operating lease right-of-use assets	29,394		44,078		80,203
Loss on impairment of assets	144		73,756		790,229
Gain on sales and disposal of subsidiaries, property and equipment and leases, net	(11,146)		(609,529)		(22,756)
Loss on derivative instruments	—		24,517		25,980
Payments for settlement of derivative contracts	—		—		(626)
Loss on debt extinguishment	—		77,999		610
Non-cash interest expense	1,591		6,761		17,450
Interest paid on deferred purchase price for acquisitions	—		—		(3,969)
Non-cash share-based compensation expense	8,776		10,172		13,298
Bad debt expense	21,972		34,370		117,867
Deferred income taxes	(530)		195,563		(185,652)
Unrealized foreign currency exchange loss (gain)	13,907		(7,033)		26,344
Non-cash loss from non-income tax contingencies	743		12,150		3,059
Payments for lease settlements	—		(46,804)		—
Other, net	6,086		1,106		408
Changes in operating assets and liabilities:
Receivables	(27,524)		(15,986)		(323,036)
Prepaid expenses and other assets	4,800		(17,433)		(28,504)
Accounts payable and accrued expenses	(10,464)		(45,329)		(47,200)
Income tax receivable/payable, net	31,330		(101,126)		99,563
Deferred revenue and other liabilities	(18,959)		(98,277)		171,474
Net cash provided by (used in) operating activities	178,230		(156,082)		259,556
Cash flows from investing activities
Purchase of property and equipment	(52,756)		(50,444)		(74,624)
Expenditures for deferred costs	(312)		(5,843)		(14,538)
Receipts from sales of discontinued operations, net of cash sold, property and equipment	83,414		2,150,820		676,569
Settlement of derivatives related to sale of discontinued operations and net investment hedge	—		(50,341)		—
Other, net	—		—		(7)
Net cash provided by investing activities	30,346		2,044,192		587,400
Cash flows from financing activities
Proceeds from issuance of long-term debt, net of original issue discount	496,253		46,493		528,382
Payments on long-term debt	(433,705)		(942,030)		(705,353)
Payments of deferred purchase price for acquisitions	—		—		(5,680)
Payments to purchase noncontrolling interests	—		—		(13,716)
Payments of special cash distributions, dividend, and dividend equivalent rights	(253,188)		(1,374,855)		—
Proceeds from exercise of stock options	13,216		3,411		25,716
Payments to repurchase common stock	(282,151)		(380,505)		(99,523)
Withholding of shares to satisfy tax withholding for vested stock awards and exercised stock options	(1,994)		(2,769)		(1,154)
Payments of call premiums and debt issuance costs	—		(32,980)		(779)
Distributions to noncontrolling interest holders	—		—		(609)
Net cash used in financing activities	(461,569)		(2,683,235)		(272,716)
Effects of exchange rate changes on Cash and cash equivalents and Restricted cash	1,202		(14,724)		(546)
Change in cash included in current assets held for sale	—		288,126		195,787
Net change in Cash and cash equivalents and Restricted cash	(251,791)		(521,723)		769,481
Cash and cash equivalents and Restricted cash at beginning of period	345,575		867,298		97,817
Cash and cash equivalents and Restricted cash at end of period	$	93,784	$	345,575	$	867,298

The accompanying notes are an integral part of these consolidated financial statements.

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Laureate Education, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Dollars and shares in thousands)

Note 1. Description of Business

Laureate Education, Inc. and subsidiaries (hereinafter Laureate, we, us, our, or the Company) provide higher education programs and services to students through licensed universities and higher education institutions (institutions). Laureate's programs are provided through institutions that are campus-based and through electronically distributed educational programs (online). We are domiciled in Delaware as a public benefit corporation, a demonstration of our long-term commitment to our mission to benefit our students and society. The Company completed its initial public offering (IPO) on February 6, 2017, and its shares are listed on the Nasdaq Global Select Market under the symbol “LAUR.”

Discontinued Operations

As a result of the strategic review first announced in January 2020, during the third quarter of 2020, the Company completed a sale of its operations in Chile and signed agreements to sell its operations in Brazil, Australia and New Zealand, as well as Walden University in the United States. These sales were completed during 2020 and 2021. Additionally, prior to 2020, the Company had announced the divestiture of certain other subsidiaries in Europe, Asia and Central America, which has been completed. These announcements represented strategic shifts that had a major effect on the Company’s operations and financial results. Accordingly, all of the divestitures that were part of these strategic shifts were accounted for as Discontinued Operations for all periods presented in accordance with Accounting Standards Codification (ASC) 205-20, “Discontinued Operations” (ASC 205).

All planned divestitures have now been completed, and the Company has concluded its strategic review process. The Company’s continuing operations are Mexico and Peru. All other markets have been divested (the Discontinued Operations). See Note 4, Discontinued Operations and Assets Held for Sale, and Note 5, Dispositions, for more information. Unless indicated otherwise, the information in the footnotes to the Consolidated Financial Statements relates to continuing operations.

Note 2. Significant Accounting Policies

The preparation of the Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States (GAAP) requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosure of contingent assets and liabilities. Actual results could differ from these estimates.

Principles of Consolidation

General

Our Consolidated Financial Statements include all accounts of Laureate and our majority-owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation.

Noncontrolling Interests

A noncontrolling interest is the portion of a subsidiary that is not attributable to us either directly or indirectly. A noncontrolling interest can also be referred to as a minority interest. We recognize noncontrolling interest holders’ share of equity and net income or loss separately in Noncontrolling interests in the Consolidated Balance Sheets and Net loss (income) attributable to noncontrolling interests in the Consolidated Statements of Operations.

Foreign Currency Translation and Transaction Gains and Losses

The United States Dollar (USD) is the reporting currency of Laureate. Our subsidiaries’ financial statements are maintained in their functional currencies. The functional currency of each of our foreign subsidiaries is the currency of the economic environment in which the subsidiary primarily does business. Our foreign subsidiaries’ financial statements are translated into USD using the exchange rates applicable to the dates of the financial statements. Assets and liabilities are translated into USD using the period-end spot foreign exchange rates. Income and expenses are translated at the weighted-average exchange rates in

64

effect during the period. Equity accounts are translated at historical exchange rates. The effects of these translation adjustments are reported as a component of Accumulated other comprehensive income (loss) included in the Consolidated Statements of Stockholders’ Equity.

In the past, Laureate has had certain intercompany loans that were deemed to have the characteristics of a long-term investment. That is, the settlement of the intercompany loan was not planned or anticipated in the foreseeable future. Transaction gains and losses related to these types of loans are recorded as a component of Accumulated other comprehensive income (loss) included in the Consolidated Statements of Stockholders’ Equity. Transaction gains and losses related to all other intercompany loans are included in Foreign currency exchange gain (loss), net in the Consolidated Statements of Operations.

For any transaction that is in a currency different from the entity’s functional currency, Laureate records a gain or loss based on the difference between the exchange rate at the transaction date and the exchange rate at the transaction settlement date (or rate at period end, if unsettled) as Foreign currency exchange gain (loss), net in the Consolidated Statements of Operations.

Cash and Cash Equivalents

Laureate considers all highly liquid investments that are purchased with an original maturity of three months or less to be cash equivalents.

Restricted Cash

Restricted cash includes cash equivalents held as assets for a supplemental employment retention agreement for a former executive and, in 2021, cash equivalents held to collateralize letters of credit. In addition, Laureate may at times have restricted cash in escrow or otherwise have cash that is not available for use in current operations.

Financial Instruments

Laureate’s financial instruments consist of cash and cash equivalents, restricted cash, accounts and notes receivable, other receivables, accounts payable, debt, and operating and finance lease obligations. The fair value of these financial instruments approximates their carrying amounts reported in the Consolidated Balance Sheets, as discussed in Note 8, Debt.

Our cash accounts are maintained with high-quality financial institutions. Our accounts receivable are not concentrated with any one significant customer.

Accounts and Notes Receivable

We recognize student receivables when an academic session begins, although students generally enroll in courses prior to the start of the academic session. Receivables are recognized only to the extent that it is probable that we will collect substantially all of the consideration to which we are entitled in exchange for the goods and services that will be transferred to the student. Occasionally, certain of our institutions have sold certain student receivables to local financial institutions without recourse. These transactions were deemed sales of receivables and the receivables were derecognized from our Consolidated Balance Sheets.

Allowance for Doubtful Accounts

Receivables are deemed to be uncollectible when they have been outstanding for two years, or earlier when collection efforts have ceased, at which time they are written off. Prior to that, Laureate records an allowance for doubtful accounts to reduce our receivables to their net realizable value. Our allowance estimation methodology is based on the age of the receivables, the status of past-due amounts, historical collection trends, current economic conditions and student enrollment status. In the event that current collection trends differ from historical trends, an adjustment is made to the allowance account and bad debt expense.

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The reconciliations of the beginning and ending balances of the Allowance for doubtful accounts were as follows:

For the years ended December 31,	2022		2021		2020
Balance at beginning of period	$	62,226	$	76,694	$	60,465
Additions: charges to bad debt expense	21,972		21,302		44,707
Deductions (a)	(22,316)		(35,770)		(28,478)
Balance at end of period	$	61,882	$	62,226	$	76,694

(a) Deductions include accounts receivable written off against the allowance (net of recoveries) and foreign currency translation.

Property and Equipment, and Leased Assets

Property and equipment includes land, buildings, furniture, equipment, software, library books, leasehold improvements, and construction in-progress. We record property and equipment at cost less accumulated depreciation and amortization. Software that is developed for internal use is classified within the line item titled Furniture, equipment and software in our Consolidated Balance Sheets. Repairs and maintenance costs are expensed as incurred. Assets under construction are recorded in Construction in-progress until they are available for use. Interest is capitalized as a component of the cost of projects during the construction period.

We conduct a significant portion of our operations at leased facilities, including many of Laureate’s higher education facilities and other office locations. Laureate analyzes each lease agreement to determine whether it should be classified as a finance lease or an operating lease. For operating leases, right-of-use (ROU) assets and lease liabilities are recognized at the commencement date of the lease based on the estimated present value of lease payments over the lease term. For finance leases, we initially record the assets and lease liabilities at the present value of the future minimum lease payments. As most of the Company’s leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The significant assumption used in estimating the present value of the lease payments is the incremental borrowing rate.

Depreciation is recorded on a straight-line basis over the estimated useful lives of the assets. Leasehold improvements, including structural improvements, are amortized using the straight-line method over the lesser of the estimated useful life of the asset or the lease term, including reasonably assured renewals or purchase options that are considered likely to be exercised. Laureate includes the amortization of assets recorded under finance leases within depreciation expense. Assets under finance leases are typically amortized over the related lease term using the straight-line method. We recognize operating lease rent expense on a straight-line basis over the lease term.

Depreciation and amortization periods are as follows:

Buildings	10-50 years
Furniture, equipment and software	2-10 years
Leasehold improvements	2-25 years

Direct and Deferred Costs

Direct costs reported on the Consolidated Statements of Operations represent the cost of operations, including selling and administrative expenses, which are directly attributable to specific business units.

Deferred costs on the Consolidated Balance Sheets consist primarily of direct costs associated with costs to obtain a contract. As discussed in Note 3, Revenue, Laureate defers certain commissions and bonuses earned by third-party agents and our employees that are considered incremental and recoverable costs of obtaining a contract with a customer. These costs are amortized over the period of benefit which ranges from two to four years. As of December 31, 2022 and 2021, the unamortized balances of contract costs were $3,855 and $2,678, respectively.

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Debt Issuance Costs

Debt issuance costs were paid as a result of certain debt transactions and are presented as a deduction from debt. These debt issuance costs are amortized over the term of the associated debt instruments. The amortization expense is recognized as a component of Interest expense in the Consolidated Statements of Operations. As of December 31, 2022 and 2021, the unamortized balances of deferred financing costs were $2,060 and $3,588, respectively.

Goodwill, Other Intangible Assets and Long-lived Assets

Goodwill

Goodwill primarily represents the amounts paid by Wengen Alberta, Limited Partnership (Wengen) in excess of the fair value of the net assets acquired in the August 2007 leveraged buyout transaction (LBO), plus the excess purchase price over fair value of net assets for businesses acquired after the LBO transaction.

Goodwill is evaluated annually as of October 1st each year for impairment at the reporting unit level, in accordance with ASC 350, “Intangibles - Goodwill and Other.” We also evaluate goodwill for impairment on an interim basis if events or changes in circumstances between annual tests indicate that the asset may be impaired. Goodwill is impaired when the carrying amount of a reporting unit’s goodwill exceeds its implied fair value. A reporting unit is defined as a component of an operating segment for which discrete financial information is available and regularly reviewed by management of the segment.

On January 1, 2020, the Company adopted Accounting Standards Update (ASU) No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment. This ASU requires entities to calculate goodwill impairment as the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill.

Under the updated guidance, the Company continues to have the option of first performing a qualitative goodwill impairment assessment (i.e., step zero) in order to determine if the quantitative impairment test is necessary. The requirement to perform a qualitative assessment for a reporting unit with a zero or negative carrying amount is eliminated. Based on the qualitative assessment, if we determine that it is more likely than not that the fair value of the reporting unit is greater than its carrying amount, the quantitative impairment test is not required.

If we do not perform the qualitative assessment for a reporting unit or determine that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, a quantitative fair value-based test is performed. We estimate the fair value of each reporting unit, and, if the carrying amount of the reporting unit is less than the reporting unit’s estimated fair value, then there is no goodwill impairment. If the carrying amount of the reporting unit exceeds its estimated fair value, then goodwill is impaired and the difference between the reporting unit's carrying amount and its fair value is recognized as a loss on impairment of assets in the Consolidated Statements of Operations. We completed our annual impairment testing, and no impairments of goodwill were identified.

Our valuation approach to estimate the fair value of a reporting unit has historically utilized a weighted combination of a discounted cash flow analysis and a market multiples analysis. The discounted cash flow analysis relies on historical data and internal estimates, which are developed as a part of our long-range plan process, and includes an estimate of terminal value based on these expected cash flows using the generally accepted Gordon Dividend Growth formula, which derives a valuation using an assumed perpetual annuity based on the reporting unit’s residual cash flows. The discount rate is based on the generally accepted Weighted Average Cost of Capital methodology, and is derived using a cost of equity based on the generally accepted Capital Asset Pricing Model and a cost of debt based on the typical rate paid by market participants. The market multiples analysis utilizes multiples of business enterprise value to revenues, operating income and earnings before interest, taxes, depreciation and amortization of comparable publicly traded companies and multiples based on fair value transactions where public information is available. Significant assumptions used in estimating the fair value of each reporting unit include: (1) the revenue and profitability growth rates and (2) the discount rate.

Other Intangible Assets

Other intangible assets on the Consolidated Balance Sheets include acquired indefinite-lived tradenames, which are valued using the relief-from-royalty method. This method estimates the amount of royalty expense that we would expect to incur if the assets were licensed from a third party. We use publicly available information in determining certain assumptions to assist us in estimating fair value using market participant assumptions. Any costs incurred to internally develop new tradenames are expensed as incurred. Accreditations are not considered a separate unit of account and their values are embedded in the cash

67

flows generated by the institution, which are used to value its tradename. The Company does not believe accreditations have significant value on their own due to the fact that they are neither exclusive nor scarce, and the direct costs associated with obtaining accreditations are not material. Other intangible assets also included the Laureate tradename, which in 2020 was determined to no longer have an indefinite life and was fully amortized as of December 31, 2021.

Indefinite-lived tradenames are evaluated annually as of October 1st each year for impairment as well as on an interim basis if events or changes in circumstances between annual tests indicate that the asset may be impaired. The impairment test for indefinite-lived intangible assets generally requires a new determination of the fair value of the intangible asset using the relief-from-royalty method. If the fair value of the intangible asset is less than its carrying value, the intangible asset is adjusted to its new estimated fair value, and an impairment loss is recognized. Significant assumptions used in estimating the fair value of indefinite-lived tradenames include: (1) the revenue growth rates; (2) the discount rates; and (3) the estimated royalty rates.

Long-lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or group of assets may not be fully recoverable. These events or changes in circumstances may include, but are not limited to, a significant deterioration of operating results, a change in regulatory environment, changes in business plans, or adverse changes in anticipated future cash flows. If an impairment indicator is present, we evaluate recoverability by a comparison of the carrying amount of the assets to future undiscounted net cash flows expected to result from the use and eventual disposition of the assets. If the assets are determined to be impaired, the impairment recognized is the excess of the carrying amount over the fair value of the assets. Fair value is generally determined by the discounted cash flow method. The discount rate used in any estimate of discounted cash flows is the rate commensurate with a similar investment of similar risk.

Derivative Instruments

In the normal course of business, our operations have exposure to fluctuations in foreign currency values and interest rate changes. Accordingly, Laureate may seek to mitigate a portion of these risks through a risk-management program that includes the use of derivative financial instruments (derivatives). In the past, Laureate has selectively entered into foreign exchange forward contracts to reduce the earnings impact related to receivables and payables that are denominated in foreign currencies. In addition, in certain cases Laureate has used interest rate swaps to mitigate certain risks associated with floating-rate debt arrangements. We do not engage in speculative or leveraged transactions, nor do we hold or issue derivatives for trading purposes. Laureate reports any derivatives on our Consolidated Balance Sheets at fair value, including any identified embedded derivatives. Realized and unrealized gains and/or losses resulting from derivatives are recognized in our Consolidated Statements of Operations, unless designated and effective as a hedge.

For derivatives that are both designated and effective as cash flow hedges, gains or losses associated with the change in fair value of the derivatives are recognized on our Consolidated Balance Sheets as a component of Accumulated other comprehensive income (loss) and amortized over the term of the related hedged items. For derivatives that are both designated and effective as net investment hedges, gains or losses associated with the change in fair value of the derivatives are recognized on our Consolidated Balance Sheets as a component of Accumulated other comprehensive income (loss).

Revenue Recognition

Our revenues primarily consist of tuition and educational service revenues. We also generate other revenues from student fees and other education-related activities. These other revenues are less material to our overall financial results and have a tendency to trend with tuition revenues. Revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. These revenues are recognized net of scholarships and other discounts, refunds and waivers. For further description, see Note 3, Revenue.

Advertising

Laureate expenses advertising costs as incurred. Advertising expenses were $61,871, $53,629 and $45,318 for the years ended December 31, 2022, 2021 and 2020, respectively, and are recorded in Direct costs in our Consolidated Statements of Operations.

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Share-based Compensation

Share-based compensation expense is based on the grant-date fair value estimated in accordance with the provisions of ASC 718, “Compensation – Stock Compensation.” Laureate recognizes share-based compensation expense, less estimated forfeitures, on a straight-line basis over the requisite service period for time-based awards and graded vesting basis for performance-based awards. Laureate estimates forfeitures based on historical activity, expected employee turnover, and other qualitative factors which are adjusted for changes in estimates and award vesting. All expenses for an award will be recognized by the time it becomes fully vested.

We use the Black-Scholes-Merton option pricing model to calculate the fair value of stock options. This option valuation model requires the use of subjective assumptions, including the estimated fair value of the underlying common stock, the expected stock price volatility, and the expected term of the option. Prior to the IPO, the estimated fair value of the underlying common stock was based on third-party valuations. After our IPO, the estimated fair value of the underlying common stock is based on the closing price of our common stock on the grant date. Because we have only been publicly traded since February 2017, our volatility estimates are based on an average of: (1) a peer group of companies and (2) Laureate's historical volatility. We estimate the expected term of awards to be the weighted average mid-point between the vesting date and the end of the contractual term. We use this method to estimate the expected term because we do not have sufficient historical exercise data.

During the years ended,December 31, 2022, 2021, and 2020, Laureate has granted restricted stock, restricted stock units, and performance awards for which the vesting is based on annual performance metrics of the Company. For interim periods, we use our year-to-date actual results, financial forecasts, and other available information to estimate the probability of the award vesting based on the performance metrics. The related compensation expense recognized is affected by our estimates of the vesting probability of these performance awards.

Income Taxes

Laureate records the amount of taxes payable or refundable for the current year. Deferred income tax assets and liabilities are recorded with respect to temporary differences in the accounting treatment of items for GAAP financial reporting purposes and for income tax purposes. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period in which the new rate is enacted. Where, based on the weight of all available evidence, it is more likely than not that some portion of recorded deferred tax assets will not be realized, a valuation allowance is established for the amount that, in management's judgment, is sufficient to reduce the deferred tax asset to an amount that is more likely than not to be realized.

A tax position must meet a minimum probability threshold before a financial statement benefit is recognized. The minimum threshold is defined as a tax position that is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position and having full knowledge of all relevant information. This involves the use of significant estimates and assumptions by management with respect to the potential outcome of positions taken on tax returns that may be reviewed by tax authorities.

We earn substantially all of our income from subsidiaries located in countries outside the United States. Deferred tax liabilities have not been recognized for undistributed historical foreign earnings because management believes that the historical retained earnings will be indefinitely reinvested outside the United States under the Company's planned tax-neutral methods. Our assertion that earnings from our foreign operations will be indefinitely reinvested is supported by projected working capital and long-term capital plans in each foreign subsidiary location in which the earnings are generated. Additionally, we believe that we have the ability to indefinitely reinvest foreign earnings based on our domestic operation's cash repatriation strategies, projected cash flows, projected working capital and liquidity, and the expected availability of capital within the debt or equity markets. If our expectations change based on future developments, such that some or all of the undistributed earnings of our foreign subsidiaries may be remitted to the United States in the foreseeable future, we will be required to recognize deferred tax expense and liabilities on any amounts that we are unable to repatriate in a tax-free manner.

For additional information regarding income taxes and deferred tax assets and liabilities, see Note 13, Income Taxes.

Contingencies

Laureate accrues for contingent obligations when it is probable that a liability has been incurred and the amount or range of amounts is reasonably estimable. As new facts become known to management, the assumptions related to a contingency are

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reviewed and adjustments are made, as necessary. Any legal costs incurred related to contingencies are expensed as incurred.

Recently Adopted Accounting Standards

Accounting Standards Update (ASU) No. 2020-04 (ASU 2020-04), Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting

In March 2020, the Financial Accounting Standards Board (FASB) issued ASU 2020-04 which provides optional expedients for a limited period of time for accounting for contracts, hedging relationships, and other transactions affected by the London Interbank Offered Rate (LIBOR) or other reference rates expected to be discontinued. Specifically, to the extent the Company's debt and other agreements are modified to replace LIBOR with another interest rate index, ASU 2020-04 will permit the Company to account for the modification as a continuation of the existing contract without additional analysis. These optional expedients can be applied from March 2020 through December 31, 2022 on a prospective basis. In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, to extend the period the optional expedients can be applied from December 31, 2022 to December 31, 2024. During the fourth quarter of 2022, the Company adopted the optional relief guidance provided under ASU 2020-04 in connection with the amendment of our revolving credit facility. The amendment was done in response to the planned phase out of LIBOR and the only contractual change was to update the reference rate from LIBOR to the Secured Overnight Financing Rate (SOFR). See Note 8, Debt, for further discussion. There was no material impact to our consolidated financial statements during the year ended December 31, 2022 as a result of adoption of this standard.

Note 3. Revenue

Revenue Recognition

Our revenues primarily consist of tuition and educational service revenues. We also generate other revenues from student fees and other education-related activities. These other revenues are less material to our overall financial results and have a tendency to trend with tuition revenues. Revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. These revenues are recognized net of scholarships and other discounts, refunds and waivers. Laureate's institutions have various billing and academic cycles.

We determine revenue recognition through the five-step model prescribed by ASC Topic 606, Revenue from Contracts with Customers, as follows:

•Identification of the contract, or contracts, with a customer;

•Identification of the performance obligations in the contract;

•Determination of the transaction price;

•Allocation of the transaction price to the performance obligations in the contract; and

•Recognition of revenue when, or as, we satisfy a performance obligation.

We assess collectibility on a portfolio basis prior to recording revenue. Generally, students cannot re-enroll for the next academic session without satisfactory resolution of any past-due amounts. If a student withdraws from an institution, Laureate's obligation to issue a refund depends on the refund policy at that institution and the timing of the student's withdrawal. Generally, our refund obligations are reduced over the course of the academic term. We record refunds as a reduction of deferred revenue as applicable.

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The following table shows the components of Revenues by reportable segment and as a percentage of total net revenue for the years ended December 31, 2022, 2021 and 2020:

	Mexico		Peru		Corporate(1)		Total
2022
Tuition and educational services	$	778,066	$	613,379	$	—	$	1,391,445	112	%
Other	112,294		58,087		4,091		174,472		14	%
Gross revenue	890,360		671,466		4,091		1,565,917		126	%
Less: Discounts / waivers / scholarships	(276,418)		(47,228)		—		(323,646)		(26)	%
Total	$	613,942	$	624,238	$	4,091	$	1,242,271	100	%
2021
Tuition and educational services	$	679,430	$	526,987	$	—	$	1,206,417	111	%
Other	92,719		48,363		9,216		150,298		14	%
Gross revenue	772,149		575,350		9,216		1,356,715		125	%
Less: Discounts / waivers / scholarships	(231,720)		(38,294)		—		(270,014)		(25)	%
Total	$	540,429	$	537,056	$	9,216	$	1,086,701	100	%
2020
Tuition and educational services	$	634,956	$	482,977	$	—	$	1,117,933	109	%
Other	81,764		41,869		7,432		131,065		13	%
Gross revenue	716,720		524,846		7,432		1,248,998		122	%
Less: Discounts / waivers / scholarships	(182,113)		(41,968)		—		(224,081)		(22)	%
Total	$	534,607	$	482,878	$	7,432	$	1,024,917	100	%

(1) Includes the elimination of inter-segment revenues.

Performance Obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of accounting in Topic 606. A contract’s transaction price is allocated to each performance obligation identified in the arrangement based on the relative standalone selling price of each distinct good or service in the contract and recognized as revenue when, or as, the performance obligation is satisfied. The primary method used to estimate standalone selling price is the adjusted market assessment approach, under which we evaluate the market and estimate the price that a customer would be willing to pay for the goods and services we provide.

Our performance obligations are primarily satisfied over time during the course of an academic semester or academic year. Laureate's transaction price is determined based on gross price, net of scholarships and other discounts, refunds and waivers. The majority of our revenue is derived from tuition and educational services agreements with students, and thus, is recognized over time on a weekly straight-line basis over each academic session. We view the knowledge gained by the student as the benefit which the student receives during the academic sessions. We use the output method to recognize tuition and educational services revenue as this method faithfully depicts our performance toward complete satisfaction of the performance obligation. Dormitory/residency revenues, which are included in the Other line item in the table above, are recognized over time throughout the occupancy period using the output method based on the proportional period of time elapsed which faithfully depicts our performance toward complete satisfaction of the performance obligation.

We have elected the optional exemption to not disclose amounts where the performance obligation is part of a contract that has an original expected duration of one year or less. We expect to recognize substantially all revenue on these remaining performance obligations over the next 12 months.

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Contract Balances

The timing of billings, cash collections and revenue recognition results in accounts receivable (contract assets) and deferred revenue and student deposits (contract liabilities) on the Consolidated Balance Sheets. We have various billing and academic cycles and recognize student receivables when an academic session begins, although students generally enroll in courses prior to the start of the academic session. Receivables are recognized only to the extent that it is probable that we will collect substantially all of the consideration to which we are entitled in exchange for the goods and services that will be transferred to the student. We receive advance payments or deposits from our students before revenue is recognized, which are recorded as contract liabilities in deferred revenue and student deposits. Payment terms vary by university with some universities requiring payment in advance of the academic session and other universities allowing students to pay in installments over the term of the academic session.

All of our contract assets are considered accounts receivable and are included within the Accounts and notes receivable balance in the accompanying Consolidated Balance Sheets. Total accounts receivable from our contracts with students were $133,105 and $117,987 as of December 31, 2022 and 2021, respectively. All contract asset amounts are classified as current. Contract liabilities in the amount of $51,264 and $43,959 were included within the Deferred revenue and student deposits balance in the current liabilities section of the accompanying Consolidated Balance Sheets as of December 31, 2022 and 2021, respectively. Substantially all of the contract liability balance at the beginning of the year was recognized into revenue during the year ended December 31, 2022.

Costs to Obtain a Contract

Certain commissions and bonuses earned by third-party agents and our employees are considered incremental and recoverable costs of obtaining a contract with a customer. These costs are deferred and then amortized over the period of benefit which ranges from two to four years. We determined the expected period of benefit, by university, as the expected student enrollment period. As of December 31, 2022 and 2021, the asset balances were approximately $8,800 and $5,800, respectively, and the accumulated amortization balances were approximately $4,900 and $3,100, respectively, both of which are included in Deferred costs, net, in the accompanying Consolidated Balance Sheets. The associated operating costs of approximately $1,700 and $1,400, respectively, were recorded in Direct costs in the accompanying Consolidated Statement of Operations for the years ended December 31, 2022 and 2021. We also pay certain commissions and bonuses where the period of benefit is one year or less.

Practical Expedients

We recognize the incremental costs of obtaining a contract with a student as an expense when incurred in instances where the amortization period of the asset that we would have recognized is one year or less.

We have made an accounting policy election to exclude from the measurement of the transaction price all taxes assessed by governmental authorities that are both imposed on and concurrent with specific revenue-producing transactions and collected by the entity from our customers (e.g., sales, use, value added and excise taxes).

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Note 4. Discontinued Operations and Assets Held for Sale

As discussed in Note 1, Description of Business, the Company's principal markets are Mexico and Peru. All other markets have been divested.

Summarized operating results and cash flows of the Discontinued Operations are presented in the following table:

For the years ended December 31,	2022		2021		2020
Revenues	$	—	$	542,979	$	1,674,602
Depreciation and amortization expense	—		—		(60,378)
Share-based compensation expense	—		(1,277)		(3,050)
Other direct costs	—		(433,127)		(1,313,258)
Loss on impairment of assets	—		(1,268)		(438,258)
Other non-operating expense	—		(22,288)		(68,553)
Gain on sale of discontinued operations before taxes, net	7,752		636,172		25,048
Pretax income (loss) of discontinued operations	7,752		721,191		(183,847)
Income tax benefit (expense)	508		(234,326)		(114,257)
Income (loss) from discontinued operations, net of tax	$	8,260	$	486,865	$	(298,104)
Operating cash flows of discontinued operations	$	—	$	39,544	$	288,271
Investing cash flows of discontinued operations	$	—	$	(11,161)	$	(48,428)
Financing cash flows of discontinued operations	$	—	$	(18,054)	$	(969)

2021 Loss Recognized on Held-For-Sale Disposal Group

Brazil

During the first quarter of 2021, the Company recorded a loss of approximately $32,400 related to the Brazil disposal group, which was classified as a Discontinued Operation, in order to write down the carrying value of those assets to their estimated fair value less costs to sell as of March 31, 2021, in accordance with ASC 360-10, “Impairment and Disposal of Long-lived Assets” (ASC 360-10). The estimated fair value was based on the sale agreement for the disposal group that was announced on November 2, 2020, as previously disclosed. The sale of the Brazil disposal group closed on May 28, 2021. See Note 5, Dispositions, for more information.

2020 Impairments and Losses Recognized on Held-For-Sale Disposal Groups

Chile

As described in Note 1, Description of Business, in January 2020, Laureate's Board of Directors authorized the Company to explore strategic alternatives for each of its businesses to unlock shareholder value. As part of that process, the Company evaluated all potential options for its remaining businesses, including sales, spin-offs or business combinations. During the second quarter of 2020, the Company received and considered information regarding the market valuation for control of its Chilean operations, which was both a reporting unit and an asset group. In a divestiture scenario, this market feedback revealed the range of values that could be expected to be offered by potential investors, and this range of values was lower than carrying value. The reasons for this included uncertainties that market participants had around operating higher education institutions in Chile related to the challenging political and regulatory environment and the possibility that a new Chilean constitution could become effective. These uncertainties particularly affected the views of market participants (as well as the views of the Company) about operating a not-for-profit education institution in Chile.

After assessing these factors, the Company concluded that it was more likely than not that the fair value of its Chile reporting unit was less than its carrying value. Accordingly, the Company performed an impairment test of the long-lived assets that were part of the Chile reporting unit. Because Chile had not yet met the held-for-sale criteria as of June 30, 2020, the long-lived assets other than goodwill were evaluated for impairment under the held-and-used model, based on the probability-weighted cash flows expected to be generated by the asset group. Goodwill was also evaluated for impairment. The projections used in the impairment testing included key assumptions around the effect of regulatory uncertainties on the future cash flows expected to be generated, reducing the estimates of those cash flows. In addition, the projections incorporated assumptions around

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growth rates, tax rates and discount rates. The inputs used were not observable to active markets and were therefore deemed “Level 3” inputs in the fair value hierarchy.

As a result of the impairment test, the Company determined that the carrying value of the Chile asset group exceeded its fair value by approximately $418,000 and recorded an impairment charge in that amount during the second quarter of 2020, as follows:

Goodwill and tradenames	$	238,400
Land and buildings	80,600
Other long-lived assets	36,500
Operating lease right-of-use assets, net	62,500
Total Chile impairment	$	418,000

In addition, the Company had recorded within stockholders’ equity, as a component of accumulated other comprehensive income, approximately $293,000 of accumulated foreign currency translation losses associated with the Chilean operations. As discussed further in Note 5, Dispositions, the Company completed the divestiture of its Chilean operations during the third quarter of 2020 and, as a result, these accumulated foreign currency translation losses were recognized as part of the loss on sale.

Honduras

During the second quarter of 2020, the Company recorded a loss of approximately $10,000 related to the Honduras disposal group, which was classified as a Discontinued Operation, in order to write down the carrying value of those assets to their estimated fair value at that time, in accordance with ASC 360-10. During the third quarter of 2020, the Company recorded an additional loss of approximately $10,000 related to the Honduras disposal group, in order to adjust the carrying value of those assets to their estimated fair value based on the sale agreement for the institution that was signed in October 2020.

Brazil

During the third quarter of 2020, the Company signed an agreement to sell its Brazil operations and, as a result, Brazil was classified as a Discontinued Operation for all periods presented. In connection with this decision to sell Brazil, the Company recorded a loss of approximately $190,000 in order to write down the carrying value of the Brazil disposal group to its estimated fair value less costs to sell, as required by ASC 360-10. The estimated fair value was based on an offer received from a market participant. Because the held-for-sale criteria were met during the third quarter, the carrying value used to evaluate the Brazil business included the accumulated foreign currency translation losses associated with Brazil, resulting in this loss. During the fourth quarter of 2020, the Company recorded an additional loss of approximately $15,000 in order to adjust the carrying value of the Brazil disposal group to its estimated fair value less costs to sell as of December 31, 2020.

During the second quarter of 2022, the Company completed the transfer of the remaining assets and liabilities of the Discontinued Operations that were classified as held for sale as of December 31, 2021, which resulted in a gain of approximately $4,300. The carrying amounts of the major classes of assets and liabilities that were classified as held for sale as of December 31, 2021 are presented in the following table:

	December 31, 2022		December 31, 2021
Assets of Discontinued Operations
Operating lease assets	$	—	$	6,164
Total assets held for sale	$	—	$	6,164

Liabilities of Discontinued Operations
Operating leases, including current portion	$	—	$	10,849
Total liabilities held for sale	$	—	$	10,849

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Note 5. Dispositions

2022 Receipt of Escrow Receivable from Sale of Walden

On August 12, 2021, pursuant to the Membership Interest Purchase Agreement (the Walden Purchase Agreement) with Adtalem Global Education Inc. (the Walden Purchaser), the Company sold to the Walden Purchaser all of the issued and outstanding equity interest in Walden e-Learning, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (Walden), and its subsidiary, Walden University, LLC, a Florida limited liability company and an indirect wholly owned subsidiary of the Company (together with Walden, the Walden Group). At the closing date of August 12, 2021, the Walden Purchaser paid an additional $74,000 of the sale transaction value into an escrow account, which was to be released in full or in part to the Company one year following the closing of the transaction pursuant to the terms and conditions of the escrow agreement. On August 23, 2022, the Company received approximately $71,700 of the escrow amount.

2021 Dispositions

Honduras Divestiture

On March 8, 2021, the Company completed the divestiture of its operations in Honduras to Fundación Nasser, a not-for-profit foundation in Honduras. In connection with the transaction, the Company transferred control of Fundaempresa, which manages Universidad Tecnológica Centroamericana (UNITEC), including Centro Universitario Tecnológico (CEUTEC). The proceeds received, net of cash sold, closing costs and a working capital adjustment that was completed during the second quarter of 2021, were approximately $24,000. As a result of the sale, the Company recognized a pre-tax loss of approximately $1,700, which is included in Income (loss) from discontinued operations, net of tax in the Consolidated Statement of Operations for the year ended December 31, 2021. Under the transaction terms, additional consideration of $2,000 was paid into an escrow account at closing and, assuming certain conditions are met, will be released to the Company based on the following schedule: 50% after 18 months, 25% after 24 months and 25% after 36 months. During the third quarter of 2022, the Company received the first scheduled escrow payment of $1,000.

Receipt of Remaining Escrow Receivable from Sale of China Operations

On January 25, 2018, the Company completed the sale of LEI Lie Ying Limited in China. At the closing of the sale on January 25, 2018, a portion of the total transaction value was paid into an escrow account, to be distributed to the Company pursuant to the terms and conditions of the escrow agreement. In June 2020, the Company received approximately one-half of the escrow account, and the remainder was due in January 2021. In April 2021, the Company received 168,284 Hong Kong Dollars (approximately $21,650 at the date of receipt), which represented payment in full for the remainder of the escrow account. Accordingly, the Company recognized a gain of approximately $13,600, which is included in Income (loss) from discontinued operations, net of tax, in the Consolidated Statement of Operations for the year ended December 31, 2021.

Brazil Divestiture

On May 28, 2021, the Company completed the sale of its operations in Brazil to Ânima Holding S.A. (Anima). The proceeds received at the date of sale, net of cash sold, transaction fees and settlement of foreign currency swaps, were approximately $625,000. The Company used a portion of the proceeds to repay the remaining balance outstanding under its Senior Notes due 2025. Additionally, the buyer assumed indebtedness, gross of cash sold, of approximately $121,000. The Company recognized a pre-tax gain on the sale of approximately $33,000, which included: i) the derecognition of the carrying value of the disposal group; ii) working capital and purchase price adjustments that were completed during the third and fourth quarters of 2021; and iii) contingent consideration of approximately $6,500 that was recognized during the fourth quarter of 2021, in accordance with the terms of the sale agreement. This gain is included in Income (loss) from discontinued operations, net of tax in the Consolidated Statement of Operations for the year ended December 31, 2021.

Walden Divestiture

On August 12, 2021, the Company closed the transaction pursuant to the Membership Interest Purchase Agreement (the Walden Purchase Agreement), dated September 11, 2020, with Adtalem Global Education Inc., a Delaware corporation (the Walden Purchaser). Pursuant to the Walden Purchase Agreement, the Company sold to the Walden Purchaser all of the issued and outstanding equity interest in Walden e-Learning, LLC, a Delaware limited liability company and a wholly owned

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subsidiary of the Company (Walden), and its subsidiary, Walden University, LLC, a Florida limited liability company and an indirect wholly owned subsidiary of the Company (together with Walden, the Walden Group).

The cash proceeds received, net of cash sold, transaction fees, and certain closing adjustments, were approximately $1,403,500. Also, at the closing date of August 12, 2021, the Walden Purchaser paid an additional $74,000 of the sale transaction value into an escrow account, which was to be released in full or in part to the Company one year following the closing of the transaction pursuant to the terms and conditions of the escrow agreement. As described above, on August 23, 2022, the Company received approximately $71,700 of the escrow amount. In addition, approximately $83,600 of restricted cash that related to collateralized regulatory obligations was released during the fourth quarter of 2021. The Company recognized a pre-tax gain on the sale of approximately $619,400, as well as estimated tax expense of approximately $278,000. The gain included the derecognition of the carrying value of Walden as well as a working capital settlement that was completed during the fourth quarter of 2021 and is included in Income (loss) from discontinued operations, net of tax in the Consolidated Statement of Operations for the year ended December 31, 2021.

Collection of Note Receivable from Divestiture of Chilean Operations

On September 10, 2020, the Company completed the divestiture of its operations in Chile. Under the terms of the agreement, the purchase price included a note receivable of $21,500 that was payable one year from the date of divestiture. In September 2021, the Company collected this receivable.

2020 Dispositions

Sale of Costa Rica Operations

On January 10, 2020, Laureate International B.V., a Netherlands private limited liability company (Laureate International), an indirect, wholly owned subsidiary of the Company, entered into, and consummated the transactions contemplated by, an Equity Purchase Agreement (the Costa Rica Agreement) with SP Costa Rica Holdings, LLC, a Delaware limited liability company (the Costa Rica Buyer).

Pursuant to the Agreement, the Costa Rica Buyer purchased from Laureate International (i) all of the equity units of Education Holding Costa Rica, S.R.L., which owned, directly or indirectly, all of the equity units of Lusitania S.R.L., Universidad ULatina, S.R.L. (ULatina) and Universidad Americana UAM, S.R.L. (collectively, Laureate Costa Rica) and (ii) a note due from ULatina to Laureate International. Consideration for the transaction consisted of $15,000 paid at closing and up to $7,000 to be paid within the next two years if Laureate Costa Rica met certain performance metrics. The relevant performance metrics were not met, and accordingly the Company did not receive any additional proceeds. The proceeds received, net of cash sold, transaction fees and a working capital adjustment that was completed during the second quarter of 2020, were approximately $1,800. Additionally, Laureate Costa Rica retained obligations to pay approximately $30,000 in finance lease indebtedness for which the Costa Rica Buyer has no recourse to Laureate International. During 2019, the Company recorded a loss of approximately $25,000 on the held-for-sale Costa Rica disposal group, in order to write down the carrying value of those assets to their estimated fair value, per ASC 360-10. Upon completion of the sale in January 2020 and after including the working capital adjustment, the Company recognized additional pre-tax loss of approximately $18,600, which related to subsequent changes in net carrying values and is included in Income (loss) from discontinued operations, net of tax on the Consolidated Statement of Operations for the year ended December 31, 2020.

The Costa Rica Buyer was controlled by certain affiliates of Sterling Capital Partners II, L.P. (Sterling II). Previously, Sterling II had the right to designate a director to the Laureate Board of Directors pursuant to a securityholders agreement, and Steven Taslitz served as the Sterling-designated director. Mr. Taslitz did not participate in the Laureate Board of Directors’ consideration of the transaction, which was approved by Laureate's Audit Committee as a related party transaction.

Sale of NewSchool of Architecture and Design, LLC (NSAD)

On March 6, 2020, the Company completed the sale of NSAD. Under the terms of the membership interests purchase agreement, Exeter Street Holdings, LLC, an indirect wholly owned subsidiary of the Company, sold 100% of the outstanding membership interests of NSAD to Ambow NSAD, Inc. and Ambow Education Holding, Ltd. (the NSAD Buyers) for a purchase price of one dollar, subject to certain adjustments. NSAD is a higher education institution located in California that offers undergraduate and graduate degrees and non-degree certificates in design and construction management. Under the terms of the agreement, the Company agreed to pay subsidies to the NSAD Buyers totaling approximately $7,300, of which all but $2,800 was settled at the closing date. The remaining subsidy of $2,800 was being paid to the NSAD Buyers ratably on a quarterly

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basis over the next four years. During the fourth quarter of 2021, the Company and the NSAD Buyers reached an agreement to offset the subsidy amount that remained at that time with amounts that the NSAD Buyers owed to the Company, resulting in a net payment to the NSAD Buyers of approximately $625. During 2020, the Company recognized a pre-tax loss on the sale of approximately $5,900, which is included in Income (loss) from discontinued operations, net of tax on the Consolidated Statement of Operations for the year ended December 31, 2020.

Divestiture of Chilean Operations

On September 10, 2020, Laureate International and Laureate I, B.V., each a Netherlands private limited liability company (together, the LDES Sellers), and Servicios Regionales Universitarios LE, S.C., a Mexican company (sociedad civil) (together with the LDES Sellers, the Controlling Entities), all of which are indirect, wholly owned subsidiaries of the Company, entered into a Master Agreement (the Chile Agreement) with Fundación Educación y Cultura, a Chilean non-for-profit foundation (the Chile Buyer).

Pursuant to the Chile Agreement, as of September 11, 2020, Laureate completed the divestiture of its operations in Chile through the transfer of control of its not-for-profit institutions, Universidad Andrés Bello, Universidad de Las Américas and Universidad Viña del Mar, to the Chile Buyer, and the sale of its for-profit operations, which includes the sale of Instituto Profesional AIEP to Universidad Andrés Bello. The not-for-profit institutions were consolidated by Laureate under the variable interest entity model. The cash proceeds received at closing, prior to transaction fees, were approximately $195,300. In addition, the purchase price included a note receivable of $21,500 that was payable one year from the date of divestiture and was subsequently collected by the Company in September 2021, as noted above. At the closing date, the Chilean operations had a cash balance (cash sold) of approximately $288,000 that was transferred to the Chile Buyer as part of the transaction.

This divestiture resulted in a pre-tax loss of approximately $338,200, which related primarily to the accumulated foreign currency translation losses associated with the Chilean operations. The loss is recorded in Income (loss) from discontinued operations, net of tax in the Consolidated Statements of Operations for the year ended December 31, 2020. As discussed in Note 4, Discontinued Operations and Assets Held for Sale, during the second quarter of 2020, the Company recorded an impairment charge of approximately $418,000 related to the long-lived assets, indefinite-lived intangible assets and goodwill of the Chilean operations, in order to write down the carrying value of the Chilean operations assets to its estimated fair value.

Inti Education Holdings Sdn. Bhd. (Inti Holdings)

On February 28, 2020, Exeter Street Holdings Sdn. Bhd., a Malaysia corporation (the Malaysia Seller), and LEI Holdings, LTD., a Hong Kong corporation (the Malaysia Seller Guarantor), each of which is an indirect wholly owned subsidiary of Laureate, entered into a Share Sale & Purchase Agreement (the Malaysia Sale Agreement) with HOPE Education Group (Hong Kong) Company Limited (the Malaysia Purchaser) and HOPE Education Group Co. Ltd. (the Malaysia Purchaser Guarantor). Pursuant to the Malaysia Sale Agreement, the Malaysia Purchaser would purchase from the Malaysia Seller all of the issued and outstanding shares in the capital of Inti Education Holdings Sdn. Bhd., a Malaysia corporation (Inti Holdings), the Malaysia Seller’s Guarantor would guarantee certain obligations of the Malaysia Seller and the Malaysia Purchaser’s Guarantor would guarantee certain obligations of the Malaysia Purchaser. Inti Holdings was the indirect owner of INTI University and Colleges, a higher education institution with five campuses in Malaysia. In connection with the Malaysia Sale Agreement, the Malaysia Seller entered into a separate agreement with the current minority owner of the equity of Inti Holdings relating to the purchase by the Malaysia Seller of the minority owner’s 10.10% interest in Inti Holdings, the closing of which was a precondition to the closing of the transaction under the Malaysia Sale Agreement.

The sale of Inti Holdings was completed on September 29, 2020. The total purchase price, including the payment to the minority owner, was $140,000. The closing of the transaction was subject to customary closing conditions, including approval by regulators in Malaysia. At the time of the signing of the Malaysia Sale Agreement in February 2020, the Malaysia Purchaser paid to the Malaysia Seller a cash deposit of $5,000, which the Company initially recorded as a liability pending the closing of the sale, and which was recognized as part of the gain on sale upon the closing of the transaction in September 2020. The cash proceeds received, prior to transaction fees and net of approximately $19,500 of cash sold, were approximately $116,300 and are included in Receipts from sales of discontinued operations, net of cash sold, property and equipment within investing activities in the Consolidated Statement of Cash Flows for the year ended December 31, 2020. In addition, the Malaysia Purchaser withheld $4,200 for taxes that the Company collected in February 2021. The payment to the minority owner for their 10.10% interest in Inti Holdings, which totaled approximately $13,700, was made in early October 2020. An additional $420, which represented the minority owner’s share of the taxes that were withheld as noted above, was paid to the minority owner following receipt by the Company. The Company recognized a pre-tax gain on sale of approximately $47,900, which is included in Income (loss) from discontinued operations in the Consolidated Statements of Operations for the year ended December 31, 2020.

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Divestiture of Turkey Operations: Receipt of Portion of Deferred Consideration

In August 2019, the Company completed the divestiture of its operations in Turkey. The total consideration included a deferred payment of $15,000 in the form of an instrument that was payable one year after closing. At the time of the divestiture, the Company determined that this deferred amount would be recognized if collected. Subsequently, the Company received a total of $11,436 in settlement of the deferred consideration and settlement of all future claims.

Australia and New Zealand Operations

On July 29, 2020, LEI AMEA Investments B.V., a Netherlands private limited liability company (the ANZ Seller), an indirect, wholly owned subsidiary of the Company, and the Company, solely as guarantor of certain of the ANZ Seller’s obligations thereunder, entered into a Sale and Purchase Agreement (the ANZ Purchase Agreement) with SEI Newco Inc., a Delaware corporation (the ANZ Purchaser), and Strategic Education, Inc., a Maryland corporation (the ANZ Purchaser’s Guarantor).

Pursuant to the ANZ Purchase Agreement, the ANZ Seller agreed to sell to the ANZ Purchaser all of the issued and outstanding shares in the capital of (i) LEI Higher Education Holdings Pty Ltd, an Australian private company and the direct owner of Torrens University Australia, (ii) LEI Australia Holdings Pty Ltd, an Australian private company and the indirect owner of Think Education, (iii) LESA Education Services Holdings Pty Ltd, an Australian private company, and (iv) LEI New Zealand, a New Zealand company and the indirect owner of Media Design School (collectively, the ANZ Target Companies). The ANZ Purchaser’s Guarantor will guarantee the obligations of the ANZ Purchaser.

The closing of the transaction occurred on November 3, 2020, following completion of the required regulatory approvals and other customary closing conditions. The proceeds received, net of cash sold and transaction fees, were approximately $624,200. The Company recognized a pre-tax gain on sale of approximately $555,800, which is included in Income (loss) from discontinued operations, net of tax, in the Consolidated Statements of Operations for the year ended December 31, 2020.

Campus Guadalajara Norte Sale

In November 2020, an agreement was signed between Universidad del Valle de Mexico, SC (UVM) and Grupo Dalton for the sale of the land and buildings of Campus Guadalajara Norte, after a decision was made to relocate all students from the Campus Guadalajara Norte to the nearby Campus Zapopan in Jalisco, Mexico. The total purchase price was approximately $13,900, prior to transaction fees. In 2020, the Company received approximately $7,000 of the total purchase price, and the remaining balance was collected in November 2021. The Company recognized a pre-tax operating gain on the sale of this property and equipment of approximately $5,800, which is included in Direct costs in the Consolidated Statements of Operations for the year ended December 31, 2020.

Note 6. Business and Geographic Segment Information

Laureate’s educational services are offered through two reportable segments: Mexico and Peru. Laureate determines its segments based on information utilized by the chief operating decision maker to allocate resources and assess performance.

Our segments generate revenues by providing an education that emphasizes profession-oriented fields of study with undergraduate and graduate degrees in a wide range of disciplines. Our educational offerings utilize campus-based, online and hybrid (a combination of online and in-classroom) courses and programs to deliver their curriculum. The Mexico and Peru markets are characterized by what we believe is a significant imbalance between supply and demand. The demand for higher education is large and growing and is fueled by several demographic and economic factors, including a growing middle class, global growth in services and technology-related industries and recognition of the significant personal and economic benefits gained by graduates of higher education institutions. The target demographics are primarily 18- to 24-year-olds in the countries in which we compete. We compete with other private higher education institutions on the basis of price, educational quality, reputation and location. We believe that we compare favorably with competitors because of our focus on quality, professional-oriented curriculum and the competitive advantages provided by our network. There are a number of private and public institutions in both of the countries in which we operate, and it is difficult to predict how the markets will evolve and how many competitors there will be in the future. We expect competition to increase as the Mexican and Peruvian markets mature. Essentially all of our revenues were generated from private pay sources as there are no material government-sponsored loan programs in Mexico or Peru. Specifics related to both of our reportable segments are discussed below.

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In Mexico, the private sector plays a meaningful role in higher education, bridging supply and demand imbalances created by a lack of capacity at public universities. Laureate owns two nationally licensed institutions and is present throughout the country with a footprint of over 35 campuses. Students in our Mexican institutions typically finance their own education.

In Peru, private universities are increasingly providing the capacity to meet growing demand in the higher-education market. Laureate owns three institutions in Peru.

As discussed in Note 1, Description of Business, and Note 4, Discontinued Operations and Assets Held for Sale, in prior periods, a number of our subsidiaries met the requirements to be classified as Discontinued Operations and were subsequently sold. As a result, the Discontinued Operations have been excluded from the segment information for all periods presented.

Inter-segment transactions are accounted for in a similar manner as third-party transactions and are eliminated in consolidation. The Corporate amounts presented in the following tables include corporate charges that were not allocated to our reportable segments and adjustments to eliminate inter-segment items.

We evaluate segment performance based on Adjusted EBITDA, which is a non-GAAP performance measure defined as Income (loss) from continuing operations before income taxes and equity in net income of affiliates, adding back the following items: Gain (loss) on disposals of subsidiaries, net, Foreign currency exchange (loss) gain, net, Other income (expense), net, Loss on derivatives, net, Loss on debt extinguishment, Interest expense, Interest income, Depreciation and amortization expense, Loss on impairment of assets, Share-based compensation expense and expenses related to our Excellence-in-Process (EiP) initiative. Our EiP initiative was completed as of December 31, 2021, except for certain EiP expenses related to the run out of programs that began in prior periods. EiP was an enterprise-wide initiative to optimize and standardize Laureate’s processes, creating vertical integration of procurement, information technology, finance, accounting and human resources. It included the establishment of regional shared services organizations (SSOs), as well as improvements to the Company's system of internal controls over financial reporting. The EiP initiative also included other back- and mid-office areas, as well as certain student-facing activities, expenses associated with streamlining the organizational structure, an enterprise-wide program aimed at revenue growth, and certain non-recurring costs incurred in connection with the dispositions that are described in Note 5, Dispositions.

Adjusted EBITDA is a key measure used by our management and Board of Directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short- and long-term operational plans. In particular, the exclusion of certain expenses in calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons of our core business. Additionally, Adjusted EBITDA is a key financial measure used by the compensation committee of our Board of Directors and our Chief Executive Officer in connection with the payment of incentive compensation to our executive officers and other members of our management team. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and Board of Directors. We use total assets as the measure of assets for reportable segments.

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The following tables provide financial information for our reportable segments, including a reconciliation of Adjusted EBITDA to Income (loss) from continuing operations before income taxes and equity in net income of affiliates, as reported in the Consolidated Statements of Operations, for the years ended December 31, 2022, 2021 and 2020:

	Mexico		Peru		Corporate		Total
2022
Revenues	$	613,942	$	624,238	$	4,091	$	1,242,271
Depreciation and amortization expense	31,369		23,953		3,810		59,132
Loss on impairment of assets	144		—		—		144
Total assets	1,220,630		536,141		215,466		1,972,237
Expenditures for long-lived assets	36,045		16,777		246		53,068
2021
Revenues	$	540,429	$	537,056	$	9,216	$	1,086,701
Depreciation and amortization expense	29,461		24,196		47,574		101,231
Loss on impairment of assets	9,319		—		63,169		72,488
Total assets	1,251,791		598,862		360,657		2,211,310
Expenditures for long-lived assets	23,121		19,029		2,895		45,045
2020
Revenues	$	534,607	$	482,878	$	7,432	$	1,024,917
Depreciation and amortization expense	29,032		26,962		27,139		83,133
Loss on impairment of assets	989		—		350,982		351,971
Expenditures for long-lived assets	13,377		18,505		8,376		40,258

In order to reconcile to total consolidated assets as of December 31, 2022 and 2021 in the table above, assets held for sale related to Discontinued Operations of $0 and $6,164, respectively, are included in the Corporate amounts.

For the years ended December 31,	2022		2021		2020
Adjusted EBITDA of reportable segments:
Mexico	$	123,368	$	95,812	$	112,917
Peru	266,660		245,677		189,488
Total Adjusted EBITDA of reportable segments	390,028		341,489		302,405
Reconciling items:
Corporate	(51,151)		(88,102)		(96,708)
Depreciation and amortization expense	(59,132)		(101,231)		(83,133)
Loss on impairment of assets	(144)		(72,488)		(351,971)
Share-based compensation expense	(8,776)		(8,895)		(10,248)
EiP expenses	(813)		(75,420)		(89,647)
Operating income (loss)	270,012		(4,647)		(329,302)
Interest income	7,567		4,378		2,169
Interest expense	(16,418)		(46,275)		(100,894)
Loss on debt extinguishment	—		(77,940)		(610)
Loss on derivatives, net	—		(24,517)		(25,980)
Other income (expense), net	770		(1,695)		(2,420)
Foreign currency exchange (loss) gain, net	(17,444)		13,791		13,474
Gain (loss) on disposals of subsidiaries, net	1,364		(602)		(7,276)
Income (loss) from continuing operations before income taxes and equity in net income of affiliates	$	245,851	$	(137,507)	$	(450,839)

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Geographic Information

No individual customer accounted for more than 10% of Laureate’s consolidated revenues. Revenues from customers by geographic area, primarily generated by students enrolled at institutions in those areas, were as follows:

For the years ended December 31,	2022		2021		2020
External Revenues(1)
Mexico	$	613,623	$	539,549	$	532,530
Peru	624,167		537,056		482,819
United States	4,481		10,096		9,509
Other foreign countries	—		—		59
Consolidated total	$	1,242,271	$	1,086,701	$	1,024,917

(1) Excludes intercompany revenues and therefore does not agree to the table above

Long-lived assets are composed of Property and equipment, net. Laureate’s long-lived assets by geographic area were as follows:

December 31,	2022		2021
Long-lived assets
Mexico	$	225,346	$	206,745
Peru	289,482		281,057
United States	8,579		11,715
Consolidated total	$	523,407	$	499,517

Note 7. Goodwill and Other Intangible Assets

The change in the net carrying amount of Goodwill from December 31, 2020 through December 31, 2022 was composed of the following items:

	Mexico		Peru		Total
Balance at December 31, 2020	$	500,250	$	74,582	$	574,832
Currency translation adjustments	(21,027)		(7,010)		(28,037)
Balance at December 31, 2021	$	479,223	$	67,572	$	546,795
Currency translation adjustments	33,767		2,931		36,698
Balance at December 31, 2022	$	512,990	$	70,503	$	583,493

Tradenames and Other Intangible Assets

Amortization expense for intangible assets included only the finite-lived tradename, as all other intangible assets subject to amortization were fully amortized as of December 31, 2022 and 2021. Amortization expense was $0, $23,069 and $7,583 for the years ended December 31, 2022, 2021 and 2020, respectively. The finite-lived tradename was fully amortized as of December 31, 2021.

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The following table summarizes our identifiable intangible assets as of December 31, 2022:

	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted Average Amortization Period (Yrs)
Tradenames
Finite-lived tradename	$	30,652	$	(30,652)	$	—	—
Indefinite-lived tradenames	151,645		—		151,645		—
Total tradenames	182,297		(30,652)		151,645
Other intangible assets
Student rosters	20,455		(20,455)		—		—
Other	1,720		(1,720)		—		—
Total	$	204,472	$	(52,827)	$	151,645

The following table summarizes our identifiable intangible assets as of December 31, 2021:

	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted Average Amortization Period (Yrs)
Tradenames
Finite-lived tradename	$	30,652	$	(30,652)	$	—	—
Indefinite-lived tradenames	142,848		—		142,848		—
Total tradenames	173,500		(30,652)		142,848
Other intangible assets
Student rosters	19,231		(19,231)		—		—
Other	1,616		(1,616)		—		—
Total	$	194,347	$	(51,499)	$	142,848

Impairment Tests

The following table summarizes the Loss on impairment of assets:

For the years ended December 31,	2022		2021		2020
Impairments of Goodwill	$	—	$	—	$	—
Impairments of Tradenames	—		51,437		320,000
Impairments of long-lived assets and deferred costs	144		21,051		31,971
Total	$	144	$	72,488	$	351,971

We perform annual impairment tests of our non-amortizable intangible assets, which consist of goodwill and indefinite-lived tradenames, in the fourth quarter of each year. The impairment charges discussed below were recorded to reduce the assets' carrying values to fair value.

For the purposes of our annual impairment testing of the Company's goodwill, fair value measurements are determined primarily using the income approach, based largely on inputs that are not observable to active markets, which would be deemed “Level 3” fair value measurements. Level 3 inputs are defined as unobservable inputs that are supported by little or no market activity. These inputs include our expectations about future revenue growth and profitability, marginal income tax rates by jurisdiction, and the discount rate. Where a market approach is used, the inputs also include publicly available data about our competitors' financial ratios and transactions.

For purposes of our annual impairment testing of the Company’s indefinite-lived tradenames, fair value measurements were determined using the income approach, based largely on inputs that are not observable to active markets, which would be deemed “Level 3” fair value measurements as defined above. These inputs include our expectations about future revenue growth, marginal income tax rates by jurisdiction, the discount rate and the estimated royalty rate. We use publicly available

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information and proprietary third-party arm’s length agreements that Laureate has entered into with various licensors in determining certain assumptions to assist us in estimating fair value using market participant assumptions.

2021 Loss on Impairment of Assets

Impairment of Finite-Lived Tradename (Laureate Tradename)

During the first quarter of 2021, the Company recognized an impairment charge of approximately $51,400 on the Laureate tradename, a finite-lived intangible asset. In March 2021, the Company decided that, during 2021, it would wind down certain support functions related to the Laureate network and would no longer invest in and support the Laureate tradename beyond 2021. As a result, the Company tested the asset for impairment and estimated the fair value of the tradename asset using the relief-from-royalty method, based on the projected revenues for each business over the estimated remaining useful life of the asset.

As a result of the impairment test, the Company concluded that the estimated fair value of the Laureate tradename was less than its carrying value by approximately $51,400 and recorded an impairment charge for that amount. The significant assumptions used in estimating the fair value included: (1) the revenue growth rates and (2) the estimated royalty rates. The inputs used were not observable to active markets and are therefore deemed “Level 3” inputs in the fair value hierarchy. The decrease in the fair value of the tradename was attributable to the shortened duration of the estimated future revenues. The remaining carrying value of the tradename asset was fully amortized as of December 31, 2021.

2020 Loss on Impairment of Assets

Impairment of Finite-Lived Tradename (Laureate Tradename)

During the third quarter of 2020, the Company recognized an impairment charge of $320,000 on the Laureate tradename, an intangible asset. As described in Note 1, Description of Business, the Company had previously announced that it would explore strategic alternatives for each of its businesses, and, during the third quarter of 2020, the Company announced that it had completed a sale of its operations in Chile and that it had signed agreements to sell its operations in Brazil, Australia and New Zealand, as well as Walden University. Because of these events, the Company determined that the useful life of the Laureate tradename asset was no longer indefinite, and, in accordance with ASC 350-30-35-17, the Company tested the asset for impairment. The Company estimated the fair value of the tradename asset using the relief-from-royalty method, based on the projected revenues for each business over the estimated period that each business would remain part of the Laureate network.

As a result of the impairment test, the Company concluded that the estimated fair value of the Laureate tradename was less than its carrying value by approximately $320,000 and recorded an impairment charge for that amount. The significant assumptions used in estimating the fair value included: (1) the estimates of revenue projections, including the period of those projections; (2) the discount rates; and (3) the estimated royalty rate. The inputs used were not observable to active markets and are therefore deemed “Level 3” inputs in the fair value hierarchy. The decrease in the fair value of the tradename was primarily caused by the shortened duration of the estimated future revenues.

Impairment of Brazil E2G Software Assets

As part of a transformation initiative for the enrollment to graduation cycle (E2G), the Company began developing a solution to standardize the information systems and processes in Brazil. During development, those costs that qualified for capitalization as internal-use software were classified within Construction in-progress on our Consolidated Balance Sheets. In addition, a portion of the Brazil E2G project costs were deemed to be implementation costs of a hosting arrangement and were capitalized within Other assets on our Consolidated Balance Sheets. These capitalized costs were recorded on our Brazil and Corporate segments, as most of the Brazil E2G expenditures were made by Corporate. During the second quarter of 2020, the Company determined that it was no longer probable that the Brazil E2G project would be completed and placed into service, and that the likelihood that a potential buyer of the Brazil business would utilize this system was low due to its cost and associated complexities. As stated in ASC 350-40-35-3, there is a presumption that uncompleted software has a fair value of $0. Accordingly, during the second quarter of 2020, the Company recorded an impairment charge to fully write off the Brazil E2G project assets. Approximately $23,800 of the impairment charge was related to assets recorded on the Corporate segment and was therefore included in continuing operations. The remaining portion of the impairment charge, approximately $3,300, related to assets recorded on the Brazil segment and was therefore included in Discontinued Operations.

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Note 8. Debt

Outstanding long-term debt was as follows:

	December 31, 2022		December 31, 2021
Senior long-term debt:
Senior Secured Credit Facility (stated maturity date October 2024)	$	100,000	$	—
Other debt:
Lines of credit	13,778		10,131
Notes payable and other debt	72,209		102,003
Total senior and other debt	185,987		112,134
Finance lease obligations and sale-leaseback financings	48,186		45,124
Total long-term debt and finance leases	234,173		157,258
Less: total unamortized deferred financing costs	2,060		3,588
Less: current portion of long-term debt and finance leases	56,184		49,082
Long-term debt and finance leases, less current portion	$	175,929	$	104,588

As of December 31, 2022, aggregate annual maturities of the senior and other debt, excluding finance lease obligations and sale-leaseback financings, were as follows:

Years Ended December 31,	Senior and Other Debt
2023	$	50,010
2024	131,355
2025	4,622
2026	—
2027	—
Thereafter	—
Total senior and other debt	$	185,987

Senior Secured Credit Facility

Revolving Credit Facility

Under the Company's Third Amended and Restated Credit Agreement (the Third A&R Credit Agreement), the Company maintains a revolving credit facility (the Senior Secured Credit Facility) that has a borrowing capacity of $410,000 and has a maturity date of October 7, 2024.

On December 23, 2022, the Company entered into the Second Amendment of the Third A&R Credit Agreement. This amendment was done in response to the planned phase out of LIBOR and the only contractual change was to update the reference rate from LIBOR to the Secured Overnight Financing Rate (SOFR). As described in Note 2, Significant Accounting Policies, in connection with this amendment, the Company adopted the optional relief guidance provided under ASU 2020-04, which permits the Company to account for the modification as a continuation of the existing contract without additional analysis.

The Senior Secured Credit Facility bears interest at a per annum interest rate, at the option of the Company, at either the SOFR rate or the ABR rate, as defined in the agreement, plus an applicable margin of 2.50% per annum, 2.25% per annum, 2.00% per annum or 1.75% per annum for Term SOFR loans, and 1.50% per annum, 1.25% per annum, 1.00% per annum or 0.75% per annum for ABR loans, in each case, based on the Company’s Consolidated Total Debt to Consolidated EBITDA ratio, as defined in the agreement.

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The Senior Secured Credit Facility provides for letter of credit commitments in the aggregate amount of $50,000. The Third A&R Credit Agreement also provides, subject to the satisfaction of certain conditions, for incremental revolving and term loan facilities, at the request of the Company, not to exceed (i) the greater of (a) $565,000 and (b) 100% of the consolidated EBITDA of the Company, plus (ii) additional amounts so long as both immediately before and after giving effect to such incremental facilities the Company’s Consolidated Senior Secured Debt to Consolidated EBITDA ratio, as defined in the Third A&R Credit Agreement, on a pro forma basis, does not exceed 2.75x, plus, (iii) the aggregate amounts of any voluntary repayments of term loans, if any, and aggregate amount of voluntary repayments of revolving credit facilities that are accompanied by a corresponding termination or reduction of revolving credit commitments.

As of December 31, 2022 and December 31, 2021, the Senior Secured Credit Facility had a total outstanding balance of $100,000 and $0, respectively. During the fourth quarter of 2022, the Company borrowed on its Senior Secured Credit Facility primarily to fund the repurchase of shares that the Company completed in connection with the November 2022 secondary offering described in Note 11, Share-based Compensation and Equity.

Guarantors of the Senior Secured Credit Facility

Laureate Education, Inc. is the borrower under our Senior Secured Credit Facility. All of Laureate’s required United States legal entities, excluding certain subsidiaries that the Company considers dormant based on the lack of activity, are guarantors of the Senior Secured Credit Facility, and all of the guarantors’ assets, both real and intangible, are pledged as collateral. Additionally, not more than 65% of the shares held directly by Laureate Education, Inc. or any guarantors in non-domestic subsidiaries are pledged as collateral.

Estimated Fair Value of Debt

As of December 31, 2022 and December 31, 2021, the estimated fair value of our debt approximated its carrying value.

Certain Covenants

As of December 31, 2022, our Third A&R Credit Agreement contained certain negative covenants including, among others: (1) limitations on additional indebtedness; (2) limitations on dividends; (3) limitations on asset sales, including the sale of ownership interests in subsidiaries and sale-leaseback transactions; and (4) limitations on liens, guarantees, loans or investments. The Third A&R Credit Agreement provides, solely with respect to the revolving credit facility, that the Company shall not permit its Consolidated Senior Secured Debt to Consolidated EBITDA ratio, as defined in the Third A&R Credit Agreement, to exceed 3.50x as of the last day of each quarter commencing with the quarter ending December 31, 2019 and thereafter. The agreement also provides that if (i) the Company’s Consolidated Total Debt to Consolidated EBITDA ratio, as defined in the Third A&R Credit Agreement, is not greater than 4.75x as of such date and (ii) less than 25% of the revolving credit facility is utilized as of that date, then such financial covenant shall not apply. As of December 31, 2022, these conditions were satisfied and, therefore, we were not subject to the leverage ratio. In addition, indebtedness at some of our locations contain financial maintenance covenants. We were in compliance with these covenants as of December 31, 2022.

Debt Modification and Loss on Debt Extinguishment

In connection with the repayment of the Senior Notes during the year ended December 31, 2021, the Company recorded a Loss on debt extinguishment of $77,940, related to the redemption premium paid and the write off of the unamortized deferred financing costs associated with the repaid debt balances.

In 2020, the Company recorded a Loss on debt extinguishment of $610 related primarily to the write off of a pro-rata portion of the unamortized deferred financing costs associated with repaid debt balances.

Debt Issuance Costs

Amortization of debt issuance costs and accretion of debt discounts that are recorded in Interest expense in the Consolidated Statements of Operations totaled approximately $1,561, $4,628 and $10,103 for the years ended December 31, 2022, 2021 and 2020, respectively. Certain unamortized debt issuance costs were written off in 2021 and 2020 in connection with early repayment of debt balances and debt agreement amendments, as discussed above. As of December 31, 2022 and 2021, our unamortized debt issuance costs were $2,060 and $3,588, respectively.

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Other Debt

Lines of Credit

Individual Laureate subsidiaries have the ability to borrow pursuant to unsecured lines of credit and similar short-term borrowing arrangements (collectively, lines of credit). The lines of credit are available for working capital purposes and enable us to borrow and repay until those lines mature. At December 31, 2022 and 2021, the aggregate outstanding balances on our lines of credit were $13,778 and $10,131, respectively. At December 31, 2022, we had approximately $63,700 additional available borrowing capacity under our outstanding lines of credit. At December 31, 2022, interest rates on our lines of credit ranged from 8.10% to 9.34%. At December 31, 2021, interest rates on our lines of credit ranged from 2.30% to 5.99%. Our weighted-average short-term borrowing rate was 8.61% and 2.72% at December 31, 2022 and 2021, respectively.

Notes Payable

Notes payable include mortgages payable that are secured by certain fixed assets. The notes payable have varying maturity dates and repayment terms through 2025. Interest rates on notes payable ranged from 5.09% to 12.26% and 5.09% to 10.25% at December 31, 2022 and 2021, respectively.

In December 2017, Universidad del Valle de México (UVM Mexico) entered into an agreement with a bank for a loan of MXN 1,700,000 (approximately $89,000 at the time of the loan). In 2019, this loan was reassigned to Estrater, S.A. de C.V., SOFOM ENR (Estrater). In 2021, Estrater was merged into Laureate Education Mexico S de RL de CV (LEM), a wholly owned Mexican subsidiary of the Company. Consequently, the loan was reassigned to LEM. The loan matures in June 2024 and carries a variable interest rate based on the 28-day Mexican Interbanking Offer Rate (TIIE), plus an applicable margin, which is established based on the ratio of debt to EBITDA, as defined in the agreement (12.26% and 8.12% as of December 31, 2022 and 2021, respectively). The current quarterly payments on the loan total MXN 72,250 ($3,725 at December 31, 2022) and increase over the remaining term of the loan to MXN 76,500 ($3,944 at December 31, 2022), with a balloon payment of MXN 425,000 ($21,913 at December 31, 2022) due at maturity. As of December 31, 2022 and December 31, 2021, the outstanding balance of this loan was $41,416 and $52,533, respectively.

The Company obtained financing to fund the construction of two new campuses at one of our institutions in Peru, Universidad Peruana de Ciencias Aplicadas (UPC). As of December 31, 2022 and 2021, one loan remains outstanding, which matures in November 2025 and carries an interest rate of 5.09%. Principal payments, plus accrued and unpaid interest, are made semi-annually in April and October. As of December 31, 2022 and 2021, the outstanding balance of this loan was $8,246 and $10,284, respectively.

On December 22, 2017, a Laureate subsidiary in Peru entered into an agreement to borrow PEN 247,500 (approximately $76,000 at the agreement date). The loan bears interest at a fixed rate of 6.62% per annum and matures in December 2023. Quarterly payments in the amount of PEN 14,438 ($3,786 at December 31, 2022) are due through the loan's maturity. As of December 31, 2022 and 2021, this loan had a balance of $15,142 and $29,035, respectively.

Note 9. Leases

Laureate conducts a significant portion of its operations at leased facilities, including many of Laureate's higher education facilities and other office locations. Laureate analyzes each lease agreement to determine whether it should be classified as a finance lease or an operating lease.

Finance Leases

Our finance lease agreements are for property and equipment. The lease assets are included within buildings as well as furniture, equipment and software and the related lease liability is included within debt and finance leases on the consolidated balance sheets.

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Operating Leases

Our operating lease agreements are primarily for real estate space and are included within operating lease ROU assets and operating lease liabilities on the Consolidated Balance Sheets. The terms of our operating leases vary and generally contain renewal options. Certain of these operating leases provide for increasing rent over the term of the lease. Laureate also leases certain equipment under noncancellable operating leases, which are typically for terms of 60 months or less.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. As discussed in Note 2, Significant Accounting Policies, ROU assets and lease liabilities are recognized at the commencement date of the lease based on the estimated present value of lease payments over the lease term. Our variable lease payments consist of non-lease services related to the lease. Variable lease payments are excluded from the ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. Many of our lessee agreements include options to extend the lease, which we do not include in our minimum lease terms unless they are reasonably certain to be exercised. On occasion, Laureate has entered into sublease agreements for certain leased office space; however, the sublease income from these agreements is immaterial.

Supplemental balance sheet information related to leases as of December 31, 2022 and 2021 was as follows:

Leases	Classification	2022		2021
Assets:
Operating	Operating lease right-of-use assets, net	$	389,565	$	384,344
Finance	Buildings, Furniture, equipment and software, net	41,049		39,756
Total leased assets		$	430,614	$	424,100
Liabilities:
Current
Operating	Current portion of operating leases	38,994		38,149
Finance	Current portion of long-term debt and finance leases	6,173		5,258
Non-current
Operating	Long-term operating leases, less current portion	376,898		377,104
Finance	Long-term debt and finance leases, less current portion	42,013		39,866
Total lease liabilities		$	464,078	$	460,377

Lease Term and Discount Rate	2022		2021		2020
Weighted average remaining lease terms
Operating leases	9.4 years		9.4 years		9.9 years
Finance leases	14.6 years		14.9 years		14.5 years
Weighted average discount rate
Operating leases	9.40	%	8.90	%	9.20	%
Finance leases	9.90	%	9.60	%	9.50	%

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The components of lease cost for the years ended December 31, 2022, 2021 and 2020 were as follows:

Lease Cost	Classification	2022		2021		2020
Operating lease cost	Direct costs	$	58,701	$	70,256	$	68,488
Finance lease cost
Amortization of leased assets	Direct costs	6,821		6,732		4,484
Interest on leased assets	Interest expense	3,990		4,092		2,750
Short-term lease costs	Direct costs	1,055		73		1,121
Variable lease costs	Direct costs	9,806		5,575		(877)
Sublease income	Revenues	(425)		(187)		(890)
Total lease cost		$	79,948	$	86,541	$	75,076

Rent Concessions

In 2020, the Company took actions with respect to certain of its existing leases, including engaging with landlords to discuss rent deferrals, as well as other rent concessions. Consistent with the updated guidance from the FASB in April 2020, the Company has elected the practical expedient for rent concessions where the total payments required by the modified contract are substantially the same or less than the total payments required by the original contract. In those cases, the Company treated the rent concessions as if there were no modification to the lease contract and accounted for these rent concessions as variable lease payments.

As of December 31, 2022, maturities of lease liabilities were as follows:

Maturity of Lease Liability	Operating Leases		Finance Leases
Year 1	$	83,560	$	10,623
Year 2	80,458		8,125
Year 3	79,659		6,649
Year 4	79,319		4,847
Year 5	68,779		3,878
Thereafter	251,258		80,402
Total lease payments	$	643,033	$	114,524
Less: interest and inflation	(227,141)		(66,338)
Present value of lease liabilities	$	415,892	$	48,186

Supplemental cash flow information related to leases for the years ended December 31, 2022, 2021 and 2020 was as follows:

Other Information	2022		2021		2020
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows used for operating leases	$	56,540	$	75,164	$	69,881
Operating cash flows used for finance leases	$	3,990	$	4,107	$	2,750
Financing cash flows used for finance leases	$	5,136	$	4,874	$	2,736
Leased assets obtained for new finance lease liabilities	$	5,226	$	1,997	$	27,757
Leased assets obtained for new operating lease liabilities	$	12,677	$	7,674	$	13,565

Corporate Office Lease Termination

In March 2021, the Company exercised its one-time right under the operating lease agreement for its former corporate headquarters in Baltimore, Maryland, to terminate the lease effective June 30, 2022. In connection with the exercise of this early termination option, the Company was required to pay an early termination fee of approximately $1,200, half of which was paid in March 2021. In December 2021, the Company and the landlord agreed to a termination of the lease agreement, effective December 31, 2021. In connection with this lease termination, the Company made a total payment of approximately $2,750, which included the second half of the early termination fee noted above, as well as all remaining amounts owed under the lease.

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Kendall Lease Termination

In December 2021, the Company completed a lease termination agreement with the landlord of its Kendall property in Chicago, Illinois. In connection with the lease termination agreement, the Company made a total payment of approximately $44,050 and recorded a loss of approximately $25,800, which is included in Operating (loss) income in the Consolidated Statement of Operations for the year ended December 31, 2021.

Note 10. Commitments and Contingencies

Contingencies

Laureate is subject to legal actions arising in the ordinary course of its business. In management's opinion, we have adequate legal defenses, insurance coverage and/or accrued liabilities with respect to the eventuality of such actions. We do not believe that any settlement would have a material impact on our Consolidated Financial Statements.

Income Tax Contingencies

As of December 31, 2022 and 2021, Laureate has recorded cumulative liabilities for income tax contingencies of $130,323 and $91,585, respectively.

Non-Income Tax Loss Contingencies

Laureate has accrued liabilities for certain civil actions against our institutions, a portion of which existed prior to our acquisition of these entities. Laureate intends to vigorously defend against these matters. As of December 31, 2022 and 2021, approximately $11,400 and $7,200, respectively, of loss contingencies were included in Other long-term liabilities and Other current liabilities on the Consolidated Balance Sheets.

We have also identified certain loss contingencies that we have assessed as being reasonably possible of loss, but not probable of loss, and could have an adverse effect on the Company’s results of operations if the outcomes are unfavorable. In the aggregate, we estimate that the reasonably possible loss for these unrecorded contingencies could be up to approximately $11,900 if the outcomes were unfavorable.

Guarantees    

In connection with a loan agreement entered into by a Laureate subsidiary in Peru, all of the shares of Universidad Privada del Norte, one of our universities, were pledged to the third-party lender as a guarantee of the payment obligations under the loan.

During the first quarter of 2021, one of our Peruvian institutions issued a bank guarantee in order to appeal a preliminary tax assessment received related to tax audits of 2014 and 2015. As of December 31, 2022 and 2021, the amount of the guarantee was $7,076 and $5,885, respectively.

Standby Letters of Credit (LOCs)

Spanish Tax Audits

As of December 31, 2021, we had approximately $10,700 posted as cash collateral for LOCs related to the Spanish tax audits. This was recorded in continuing operations and classified as Restricted cash on our December 31, 2021 Consolidated Balance Sheet. The cash collateral is related to final assessments issued by the Spanish Taxing Authority (STA) in October 2018 and January 2020 to Iniciativas Culturales de España, S.L. (ICE), our former Spanish holding company. During the second quarter of 2020, ICE was migrated to the Netherlands and its name was changed to Laureate Netherlands Holding B.V. In October 2021, the Company paid to the STA the final assessments of approximately $9,300, in order to reduce the amount of future interest that could be incurred as the appeal process continues. Following the payment, the letter of credit was no longer required and the cash was subsequently released in October 2022. The Company has paid all of the final assessments that were issued as a result of the Spanish tax audits and does not expect that the matter will have a material effect on its consolidated financial statements.

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Note 11. Share-based Compensation and Equity

Share-based compensation expense was as follows:

For the years ended December 31,	2022		2021		2020
Continuing operations
Stock options, net of estimated forfeitures	$	—	$	468	$	1,291
Restricted stock awards	8,776		8,427		8,957
Total continuing operations	$	8,776	$	8,895	$	10,248
Discontinued operations
Share-based compensation expense for discontinued operations	—		1,277		3,050
Total continuing and discontinued operations	$	8,776	$	10,172	$	13,298

2013 Long-Term Incentive Plan

On June 13, 2013, the Board approved the Laureate Education, Inc. 2013 Long-Term Incentive Plan (2013 Plan). The 2013 Plan became effective in June 2013, following approval by the stockholders of Laureate. Under the 2013 Plan, the Company may grant stock options, stock appreciation rights, unrestricted common stock or restricted stock, unrestricted stock units or restricted stock units, and other stock-based awards, to eligible individuals on the terms and subject to the conditions set forth in the 2013 Plan. As of the effective date in June 2013, the total number of shares of common stock issuable under the 2013 Plan were 7,521. In September 2015, the Board and Shareholders approved an amendment to increase the total number of shares of common stock issuable under the 2013 Plan by 1,219, and in December 2016, the Board and Shareholders approved an amendment to increase the total number of shares of common stock issuable under the 2013 Plan by 3,884. Shares that are forfeited, terminated, canceled, allowed to expire unexercised, withheld to satisfy tax withholding, or repurchased are available for re-issuance. Any awards that have not vested upon termination of employment for any reason are forfeited. Holders of restricted stock shall have all of the rights of a stockholder of common stock including, without limitation, the right to vote and the right to receive dividends. However, dividends declared payable on performance-based restricted stock shall be subjected to forfeiture at least until achievement of the applicable performance target related to such shares of restricted stock. Any accrued but unpaid dividends on unvested restricted stock shall be forfeited upon termination of employment. Holders of stock units do not have any rights of a stockholder of common stock and are not entitled to receive dividends. All awards outstanding under the 2013 Plan terminate upon the liquidation, dissolution or winding up of Laureate.

Stock options, stock appreciation rights and restricted stock units granted under the 2013 Plan have provisions for accelerated vesting if there is a change in control of Laureate. As defined in the 2013 Plan, a change in control means the first of the following to occur: (i) a change in ownership of Laureate or Wengen or (ii) a change in the ownership of assets of Laureate. A change in ownership of Laureate or Wengen shall occur on the date that more than 50% of the total voting power of the capital stock of Laureate is sold or more than 50% of the partnership interests of Wengen is sold in a single or a series of related transactions. A change in the ownership of assets of Laureate would occur if 80% or more of the total gross fair market value of all of the assets of Laureate are sold during a 12-month period. The gross fair market value of Laureate is determined without regard to any liabilities associated with such assets. Upon consummation of the change in control and an employee’s “qualifying termination” (as defined in the employee's award agreement): (a) those time-based stock options and stock appreciation rights that would have vested and become exercisable on or prior to the third anniversary of the effective time of change in control would become fully vested and immediately exercisable; (b) those performance-based stock options and stock appreciation rights that would have vested and become exercisable had Laureate achieved the performance targets in the three fiscal years ending coincident with or immediately subsequent to the effective time of such change in control, excluding the portion of awards that would have vested only pursuant to any catch-up provisions, would become fully vested and immediately exercisable; (c) those time-based restricted stock awards that would have become vested and free of forfeiture risk and lapse restriction on or prior to the third anniversary of the effective time of such change in control would become fully vested and immediately exercisable; (d) those performance-based restricted stock awards that would have vested and become free of forfeiture risk and lapse restrictions had Laureate achieved the target performance in the three fiscal years ending coincident with or immediately subsequent to the effective time of such change in control would become fully vested and immediately exercisable; (e) those time-based restricted stock units that would have become vested or earned on or prior to the third anniversary of the effective time of such change in control would become vested and earned and be settled in cash or shares of common stock as promptly as practicable; and (f) those performance-based restricted stock units, performance shares and performance units that would have become vested or earned had Laureate achieved the target performance in the three fiscal years ending coincident with or immediately subsequent to the effective time of such change in control would become vested and earned and be settled in cash or shares of common stock as promptly as practicable. After giving effect to the foregoing

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change in control acceleration, any remaining unvested time-based and performance-based stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and performance share units shall be forfeited for no consideration.

As discussed in Note 1, Description of Business, on January 27, 2020, the Company announced that it would explore strategic alternatives for each of its businesses to unlock shareholder value. Also on January 27, 2020, in connection with such announcement, the Company's Board of Directors determined that, during the strategic alternatives process, any outstanding awards held by a participant at the time that such participant is terminated without cause as of and following January 27, 2020 and before a divestiture, sale, spin-off, or any other similar corporate transaction involving the participant's employing entity will receive the same treatment that such awards would have received upon a qualifying termination on or following a change in control (i.e., accelerated vesting of unvested equity awards in accordance with the terms of such awards). The strategic alternatives process ended in April 2022.

Stock Options Under 2013 Plan

Stock option awards under the 2013 Plan generally have a contractual term of 10 years and are granted with an exercise price equal to or greater than the fair market value of Laureate’s stock at the date of grant. These options typically vest over a period of five or three years. There were no stock options granted in 2022, 2021 and 2020. The Performance Options previously granted under the 2013 Plan are eligible for vesting based on achieving annual pre-determined Equity Value performance targets or Adjusted EBITDA targets, as defined in the plan, and the continued service of the employee. Some of the performance-based awards include a catch-up provision, allowing the grantee to vest in any year in which a target is missed if a following year's target is achieved, as long as the following year is within eight years from the grant date.

Compensation expense is recognized over the period during which an employee is required to provide service in exchange for the award, which is usually the vesting period. For Time Options, expense is recognized ratably over the five-year or three-year vesting period. For Performance Options, expense is recognized under a graded expense attribution method, to the extent that it is probable that the stated annual earnings target will be achieved and options will vest for any year. We assess the probability of each option tranche vesting throughout the life of each grant. As of December 31, 2022, all outstanding awards that were granted under the 2013 Plan are fully vested.

Amendment to 2013 Long-Term Incentive Plan

On June 19, 2017, the Board approved, subject to stockholder approval, an amendment and restatement of the 2013 Plan. Among other things, the amendment (i) increases the number of shares of common stock that may be issued pursuant to awards under the 2013 Plan to 14,714; (ii) adds performance metrics, the ability to grant cash awards, and annual limits on grants, intended to qualify awards as performance-based awards that are not subject to certain limits on tax deductibility of compensation payable to certain executives; and (iii) extends the term of the 2013 Plan to June 18, 2027, the day before the 10th anniversary of the date of adoption of the amendment. On June 19, 2017, the holder of the majority of the voting power of the Company's outstanding stock at the time approved by written consent the amended and restated 2013 Plan and it became effective.

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Stock Option Activity

The following tables summarize the stock option activity and the assumptions used to record the related share-based compensation expense for the years ended December 31, 2022, 2021 and 2020:

	2022					2021					2020
	Options	Weighted Average Exercise Price		Aggregate Intrinsic Value		Options	Weighted Average Exercise Price		Aggregate Intrinsic Value		Options	Weighted Average Exercise Price		Aggregate Intrinsic Value
Outstanding at January 1	2,163	$	9.89	$	6,098	3,428	$	17.85	$	159	5,388	$	18.18	$	3,396
Granted	—	—				—	—				—	—
Exercised	(1,510)	9.43		4,080		(583)	12.25		883		(860)	17.60		2,353
Forfeited or expired	(94)	23.17				(682)	20.14				(1,100)	19.66
Outstanding at December 31	559	7.00		1,461		2,163	9.89		6,098		3,428	17.85		159
Exercisable at December 31	559	7.00		1,461		2,163	9.89		6,098		3,292	17.97		159
Vested and expected to vest	559	7.00		1,461		2,163	9.89		6,098		3,426	17.85		159

	Options Outstanding		Options Exercisable		Assumption Range*
Exercise Prices	Number of Shares	Weighted Average Remaining Contractual Terms (Years)	Number of Shares	Weighted Average Remaining Contractual Terms (Years)	Risk-Free Interest Rate	Expected Terms in Years	Expected Volatility
Year Ended December 31, 2022
$4.87 - $8.79	559	3.64	559	3.64	1.45% - 3.05%	3.20 - 7.12	36.40% - 58.84%
Year Ended December 31, 2021
$6.38 - $7.96	414	5.98	414	5.98	2.68% - 3.05%	5.54 -5.91	38.29% - 57.25%
$8.79 - $10.30	1,655	1.53	1,655	1.53	1.45% - 2.34%	3.20 - 7.12	35.20% - 58.84%
$15.27 - $24.33	94	0.44	94	0.44	0.76% - 2.35%	4.16 - 6.52	39.38% - 53.80%
Year Ended December 31, 2020
$13.97 - $15.55	748	6.84	625	6.58	1.99% - 3.05%	3.25 - 5.91	38.29% - 64.18%
$16.38 - $17.89	2,247	2.72	2,235	2.68	1.38% - 2.34%	3.20 - 7.12	35.20% - 58.84%
$21.00	146	0.70	146	0.70	1.81%	4.00	57.79%
$22.88 - $31.92	287	0.76	287	0.76	0.73% - 2.86%	4.00 - 6.52	39.03% - 53.80%

* The expected dividend yield is zero for all options in all years.

As noted above, no stock options were granted in 2022, 2021 or 2020.

As of December 31, 2022, Laureate had no unrecognized share-based compensation costs related to stock options outstanding.

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Non-Vested Restricted Stock and Restricted Stock Units

The following table summarizes the non-vested restricted stock and restricted stock units activity for the years ended December 31, 2022, 2021 and 2020:

	2022			2021			2020
	Shares	Weighted Average Grant Date Fair Value		Shares	Weighted Average Grant Date Fair Value		Shares	Weighted Average Grant Date Fair Value
Non-vested at January 1	691	$	14.82	1,000	$	15.81	1,251	$	14.69
Granted	685	12.15		818	13.98		969	15.80
Vested	(698)	14.05		(822)	15.01		(861)	14.11
Forfeited	(18)	12.37		(305)	15.32		(359)	15.95
Non-vested at December 31	660	12.92		691	14.82		1,000	15.81

Restricted stock units granted under the 2013 Plan during the years ended December 31, 2022, 2021 and 2020 consisted of time-based restricted stock units (RSU) and performance-based restricted stock units (PSU) with vesting periods over three years. PSUs are eligible to vest annually upon the Board's determination that the annual performance targets are met. The vesting percentage for PSUs is based on Laureate's attainment of a performance target or targets, provided that continued employment is required through the date the attainment of target is approved by the Compensation Committee.

The fair value of the non-vested restricted stock awards in the table above is measured using the fair value of Laureate’s common stock on the date of grant or the most recent modification date, whichever is later.

As of December 31, 2022, unrecognized share-based compensation expense related to non-vested restricted stock and restricted stock unit awards was $4,797. Of the total unrecognized cost, $4,270 relates to time-based RSUs and $527 relates to PSUs. This unrecognized expense for time-based restricted stock and restricted stock units will be recognized over a weighted-average expense period of 1.7 years.

Other Stockholders' Equity Transactions

Effective October 29, 2021, each share of Company Class A common stock and each share of Company Class B common stock automatically converted into one share of common stock of the Company. Following the conversion, the Company has only one class of common stock outstanding.

On November 17, 2022, the Company entered into an underwriting agreement by and among the Company, KKR 2006 Fund (Overseas), Limited Partnership (KKR Overseas) and KKR Partners II (International), L.P. (together with KKR Overseas, the Selling Stockholders or KKR), and Goldman Sachs & Co. LLC, as representative of the several underwriters named therein, relating to an underwritten offering (the Secondary Offering) of 32,842 shares of the Company’s common stock, par value $0.004 per share. On November 22, 2022, the Secondary Offering was completed at a price of $9.40875 per share. The Selling Stockholders received all of the net proceeds from this offering and no shares of common stock were sold by the Company.

Stock Repurchases

Repurchases Pursuant to an Authorized Repurchase Program

On November 5, 2020, Laureate’s Board of Directors announced a new stock repurchase program to acquire up to $300,000 of the Company’s common stock. On April 30, 2021, the Company’s Board of Directors approved an increase of the authorization by $200,000; on December 14, 2021, the Company’s Board of Directors approved an increase of the authorization by $100,000, and on March 14, 2022, the Company’s Board of Directors approved an increase of the authorization by $50,000, for a total authorization (including the above authorized repurchases) of up to $650,000 of the Company’s common stock. The Company’s repurchases could be made from time to time on the open market at prevailing market prices, in privately negotiated transactions, in block trades and/or through other legally permissible means, depending on market conditions and in accordance with applicable rules and regulations promulgated under the Exchange Act. Repurchases could be effected pursuant to a trading plan adopted in accordance with Rule 10b5-1 of the Exchange Act. During the third quarter of 2022, the Company's repurchases reached the total authorized limit of $650,000.

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Repurchases Made In Connection with Secondary Offering

In connection with the Secondary Offering completed on November 22, 2022, the Company’s Board of Directors approved the Company's repurchase of 7,971 shares out of the 32,842 shares of common stock sold in the Secondary Offering, at a per share price of $9.40875, for a total of approximately $75,000.

2022 Special Cash Distribution

On September 14, 2022, the Company announced that its Board of Directors approved, pursuant to the previously announced adoption of a Partial Liquidation Plan related to the distribution of net proceeds from the Company’s sale of Walden e-Learning LLC (the Walden Sale), the payment of a special cash distribution (the October 2022 Distribution) equal to $0.83 per each share of the Company’s common stock, par value $0.004 per share, to each holder of record on September 28, 2022. The proceeds that were distributed were attributable to the release during the third quarter of 2022 of $71,700 of escrowed funds from the Walden Sale, plus remaining net proceeds that had yet to be distributed. This is anticipated to be the final distribution pursuant to the Partial Liquidation Plan. On October 12, 2022, the Company paid approximately $136,600 related to the October 2022 Distribution.

In connection with the October 2022 Distribution, the Board of Directors approved certain required adjustments under the Company’s equity award compensation plans. The exercise prices of the Company’s stock options were reduced by $0.83 per share, and holders of restricted and performance stock units will receive an amount in cash equal to $0.83 per unvested stock unit, payable when such unit vests.

2022 Special Cash Dividend

On October 24, 2022, the Board of Directors of the Company approved a special cash dividend (the 2022 Special Cash Dividend) equal to $0.68 per each share of the Company’s common stock, par value $0.004 per share, to each holder of record on November 4, 2022. On November 17, 2022, the Company paid approximately $112,000 related to the 2022 Special Cash Dividend.

In connection with the 2022 Special Cash Dividend, the Board approved certain required adjustments under the Company’s equity award compensation plans. The exercise price of the Company’s options was reduced by $0.68 per share, and holders of restricted and performance stock units will receive an amount in cash equal to $0.68 per unvested stock unit held payable when such unit vests.

2021 Special Cash Distributions

On September 15, 2021, the Board of Directors of the Company approved a plan of partial liquidation (the Partial Liquidation Plan) in connection with the sale of Walden e-Learning LLC. Pursuant to the Partial Liquidation Plan, the gross proceeds from the sale of the Walden Group, less expenses related to the sale, were distributed to the Company’s stockholders before the end of calendar year 2022.

On September 15, 2021, after the adoption of the Partial Liquidation Plan, the Board approved the payment of a special cash distribution (the Distribution) pursuant to the Partial Liquidation Plan equal to $7.01 per each share of the Company’s common stock, par value $0.004 per share, to each holder of record on October 6, 2021. The Distribution was paid on October 29, 2021, based on the number of shares outstanding on October 6, 2021. The aggregate amount of the Distribution was approximately $1,270,000. Gross proceeds from the sale included $74,000 that was initially held in escrow until it was released in 2022, as well as approximately $83,600 of restricted cash related to collateralized regulatory obligations associated with activities of the divested business.

The restricted cash was released during the fourth quarter of 2021. Accordingly, on December 3, 2021, the Company announced that its Board of Directors approved, pursuant to the previously announced Partial Liquidation Plan, the payment of a special cash distribution (the Second Distribution) equal to $0.58 per each share of the Company's common stock, par value $0.004 per share, to each holder of record on December 14, 2021. The Second Distribution was paid on December 28, 2021 and totaled approximately $105,000, based on the number of shares outstanding on December 14, 2021. The amount of the Second Distribution included the restricted cash that had been released, in addition to other net proceeds from the sale of Walden e-Learning LLC that had not yet been distributed to the Company’s stockholders.

In connection with the Distribution, the Board of Directors approved certain required adjustments under the Company’s equity award compensation plans. These required equitable adjustments were effective on November 1, 2021 and were recorded in the consolidated financial statements during the fourth quarter of 2021. The exercise prices of the Company’s options were reduced

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by $7.01 per share, and holders of restricted and performance stock units will receive an amount in cash equal to $7.01 per unvested stock unit, payable when such unit vests. In connection with the Second Distribution, the Board of Directors also approved the required adjustments under the Company’s equity award compensation plans. These required equitable adjustments also were effective during the fourth quarter of 2021 and were recorded in the consolidated financial statements. The exercise prices of the Company’s options were reduced by $0.58 per share, and holders of restricted and performance stock units will receive an amount in cash equal to $0.58 per unvested stock unit, payable when such unit vests. As of December 31, 2021, the Company had recorded a payable of $6,932 related to the equitable adjustments for the equity award compensation plans.

Dividend Payable

As of December 31, 2022 and 2021, the Company had recorded a dividend payable of $3,930 and $6,932, respectively, related to the expected dividend payments remaining for the 2022 and 2021 equitable adjustments that were approved for the equity award compensation plans. During the year ended December 31, 2022, the Company paid approximately $4,600 of dividends related to equivalent rights for share-based awards that vested.

Note 12. Derivative Instruments

In the normal course of business, our operations are exposed to fluctuations in foreign currency values and interest rate changes. We may seek to control a portion of these risks through a risk management program that includes the use of derivative instruments.

Historically, Laureate’s senior long-term debt arrangements were primarily in USD. Our ability to make debt payments was subject to fluctuations in the value of the USD against foreign currencies, since a majority of our operating cash used to make these payments was generated by subsidiaries with functional currencies other than USD. As part of our overall risk management policies, Laureate has at times entered into foreign currency swap contracts and floating-to-fixed interest rate swap contracts. In addition, we occasionally entered into foreign exchange forward contracts to reduce the impact of other non-functional currency-denominated receivables and payables. We do not enter into speculative or leveraged transactions, nor do we hold or issue derivatives for trading purposes. We generally intend to hold our derivatives until maturity.

Laureate reports all derivatives at fair value. These contracts are recognized as either assets or liabilities, depending upon the derivative’s fair value. Gains or losses associated with the change in the fair value of these swaps are recognized in our Consolidated Statements of Operations on a current basis over the term of the contracts, unless designated and effective as a hedge. For swaps that are designated and effective as cash flow hedges, gains or losses associated with the change in fair value of the swaps are recognized in our Consolidated Balance Sheets as a component of Accumulated Other Comprehensive Income (AOCI) and amortized into earnings as a component of Interest expense over the term of the related hedged items. Upon early termination of an effective interest rate swap designated as a cash flow hedge, unrealized gains or losses are deferred in our Consolidated Balance Sheets as a component of AOCI and are amortized as an adjustment to Interest expense over the period during which the hedged forecasted transaction affects earnings. For derivatives that are both designated and effective as net investment hedges, gains or losses associated with the change in fair value of the derivatives are recognized on our Consolidated Balance Sheets as a component of AOCI and are deferred from earnings until the sale or liquidation of the hedged investee.

Laureate did not hold any derivatives as of December 31, 2022 and December 31, 2021.

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Derivatives Not Designated as Hedging Instruments

BRL to USD Foreign Currency Swaps

In November 2020, in connection with the signing of the sale agreement for its Brazilian operations, Laureate entered into six BRL-to-USD swap agreements. The purpose of these swaps was to mitigate the risk of foreign currency exposure on the expected proceeds from the sale. Two of the swaps were deal contingent, with the settlement date occurring on the second business day following the completion of the sale. On the settlement date, Laureate would deliver the combined notional amount of BRL 1,900,000 (BRL 950,000 for each swap) and receive an amount in USD equal to each swap's notional amount multiplied by each swap's contract rate of exchange at the settlement date. The remaining four swaps were originally put/call options with a maturity date of May 13, 2021, where Laureate could put the combined notional amount of BRL 1,875,000 and call a combined USD amount of $343,783 at an exchange rate of 5.4540 BRL per 1 USD. The terms of these options included deferred premium payments from Laureate to the counterparties of $18,294, which were paid in full in January 2021. During the second quarter of 2021, all four of these swaps were converted to be deal contingent, with the settlement date occurring on the second business day following the aforementioned sale. This conversion resulted in cash proceeds to Laureate of $1,663. On the settlement date, Laureate would deliver the combined notional amount of BRL 1,875,000 and receive an amount in USD equal to each swap’s notional amount multiplied by each swap’s contract rate of exchange at the settlement date.

As discussed in Note 5, Dispositions, the sale of Laureate’s Brazilian operations closed on May 28, 2021. Per the terms of the agreements, the swaps were settled on June 2, 2021, which resulted in a realized loss and net settlement amount paid to the counterparties at closing of $33,710. These swaps were not designated as hedges for accounting purposes.

AUD to USD Foreign Currency Swaps

In March 2020, Laureate entered into an AUD-to-USD swap agreement with a maturity date of April 15, 2020, in connection with an intercompany funding transaction. The terms of the swap stated that on the maturity date, Laureate would deliver the notional amount of AUD 21,000 and receive USD $13,713 at a rate of exchange of 0.6530 USD per 1 AUD. On April 8, 2020, Laureate entered into a net settlement agreement for this swap to deliver USD $12,999 and receive the notional amount of AUD 21,000 at a rate of exchange of 0.6190 USD per 1 AUD. This net settlement was executed on April 15, 2020, which resulted in a realized gain and proceeds received of $714. This amount is included in Loss on derivatives, net on the Consolidated Statement of Operations for the year ended December 31, 2020. This swap was not designated as a hedge for accounting purposes.

On April 8, 2020, Laureate entered into a new AUD-to-USD swap agreement with a notional amount of AUD 21,000. On the maturity date of June 15, 2020, Laureate delivered the notional amount and received USD $12,921 at a rate of exchange of 0.6153 USD per 1 AUD, resulting in a realized loss of $1,340. This amount is included in Loss on derivatives, net on the Consolidated Statements of Operations for the year ended December 31, 2020. This swap was not designated as a hedge for accounting purposes.

Components of the reported Gain (loss) on derivatives not designated as hedging instruments in the Consolidated Statements of Operations were as follows:

For the years ended December 31,	2022		2021		2020
Cross currency and interest rate swaps
Unrealized gain (loss)	$	—	$	25,824	$	(25,354)
Realized loss	—		(50,341)		(626)
Loss on derivatives, net	$	—	$	(24,517)	$	(25,980)

Credit Risk and Credit-Risk-Related Contingent Features

Derivatives expose us to credit risk to the extent that the counterparty may possibly fail to perform its contractual obligation. The amount of our credit risk exposure is equal to the fair value of the derivative when any of the derivatives are in a net gain position. Laureate limits its credit risk by only entering into derivative transactions with highly rated major financial institutions. We have not entered into collateral agreements with our derivatives' counterparties. As of December 31, 2022 and December 31, 2021, we did not hold any derivatives in a net gain position, and thus had no credit risk.

Laureate's agreements with its derivative counterparties typically contain a provision under which the Company could be declared in default on our derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to

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a default on the indebtedness. As of December 31, 2022 and December 31, 2021, the Company did not have any outstanding derivative agreements.

Note 13. Income Taxes

Significant components of the Income tax (expense) benefit on earnings from continuing operations were as follows:

For the years ended December 31,	2022		2021		2020
Current:
United States	$	(33,097)	$	(48,523)	$	6,391
Foreign	(152,931)		(148,437)		(72,660)
State	(273)		—		—
Total current	(186,301)		(196,960)		(66,269)
Deferred:
United States	4,663		87,310		124,718
Foreign	(3,794)		(10,347)		25,612
State	41		(25,576)		46,008
Total deferred	910		51,387		196,338
Total income tax (expense) benefit	$	(185,391)	$	(145,573)	$	130,069

For the years ended December 31, 2022, 2021 and 2020, foreign income (loss) from continuing operations before income taxes was $319,515, $80,864, and $(250,910), respectively. For the years ended December 31, 2022, 2021 and 2020, domestic loss from continuing operations before income taxes was $(73,665), $(218,371), and $(199,928), respectively.

Significant components of deferred tax assets and liabilities arising from continuing operations were as follows:

December 31,	2022		2021
Deferred tax assets:
Net operating loss and tax credits carryforwards	$	256,047	$	246,405
Operating leases	132,648		135,365
Depreciation	50,444		45,702
Interest	26,711		25,029
Deferred compensation	13,767		23,219
Deferred revenue	9,942		11,432
Nondeductible reserves	7,342		9,470
Allowance for doubtful accounts	6,781		8,437
Total deferred tax assets	503,682		505,059
Deferred tax liabilities:
Operating leases	123,430		122,728
Investment in subsidiaries	77,055		74,310
Amortization of intangible assets	45,635		41,776
Deferred gain on Walden	452		14,652
Unrealized gain	3,212		2,559
Total deferred tax liabilities	249,784		256,025
Net deferred tax assets	253,898		249,034
Valuation allowance for deferred tax assets	(291,722)		(283,945)
Net deferred tax liabilities	$	(37,824)	$	(34,911)

Laureate does not provide deferred taxes on the portion of its unremitted earnings attributable to international companies that have been considered to be reinvested indefinitely. As of December 31, 2022, undistributed earnings from foreign subsidiaries totaled $595,486.

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If the Company were to remove its assertion and distribute the remaining unremitted earnings, we would record approximately $16,375 in additional deferred tax liabilities. The amount of additional deferred tax liabilities recognized could increase if our expectations change based on future developments.

The Company has $69,700 of deferred tax asset for US state net operating loss carryforwards that expire from 2023 to 2042 and $2,900 of deferred tax asset for US state net operating loss carryforwards that do not expire. The Company has $162,800 of foreign net operating loss carryforwards that expire from 2023 to 2031. The Company has $166,000 of tax credit carryforwards that do not expire and $75,100 of interest carryforwards that do not expire.

The Company assesses the realizability of deferred tax assets by examining all available evidence, both positive and negative. Accounting guidance restricts the amount of reliance the Company can place on projected taxable income to support the recovery of the deferred tax assets when a company is in a three-year cumulative loss position. A valuation allowance is recorded when the company is not able to identify a source of income to support realization of the deferred tax asset on a more-likely-than-not basis.

The reconciliations of the beginning and ending balances of the valuation allowance on deferred tax assets were as follows:

For the years ended December 31,	2022		2021		2020
Balance at beginning of period	$	283,945	$	320,858	$	324,119
Additions (deductions) from tax expense from continuing operations	7,972		9,115		(19,879)
Charges to other accounts
Additions	—		—		16,618
Deductions	(195)		(46,028)		—
Balance at end of period	$	291,722	$	283,945	$	320,858

The reconciliations of the reported Income tax (expense) benefit to the amount that would result by applying the United States federal statutory tax rate of 21% to income from continuing operations before income taxes were as follows:

For the years ended December 31,	2022		2021		2020
Tax (expense) benefit at the United States statutory rate	$	(51,628)	$	28,877	$	94,676
Permanent differences	(38,228)		(8,217)		(24,184)
Global intangible low taxed income	—		(30,616)		70,965
Netherlands intellectual property restructuring	—		(53,643)		(32,425)
State income tax benefit (expense), net of federal tax effect	669		(36,782)		36,343
Tax effect of foreign income taxed at higher rate	(40,579)		(16,665)		(5,534)
Change in valuation allowance	(11,241)		17,642		3,241
Effect of tax contingencies	(37,151)		(12,573)		2,706
Tax credits	9,211		10,458		(2,302)
Withholding taxes	(16,275)		(43,578)		(13,254)
Other	(169)		(476)		(163)
Total income tax (expense) benefit	$	(185,391)	$	(145,573)	$	130,069

Included within permanent differences in the 2022 rate reconciliation was approximately $7,700 of tax expense from stock option shortfalls, $13,700 of non-deductible scholarship expenses, and $4,200 of taxable income related to intercompany dividends, as well as $11,200 of expense for a change in estimate related to unrealized foreign currency exchange that is fully offset by a corresponding increase in the valuation allowance.

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The reconciliations of the beginning and ending amount of unrecognized tax benefits were as follows:

For the years ended December 31,	2022		2021		2020
Beginning of the period	$	257,587	$	385,283	$	56,395
Additions for tax positions related to prior years	38,029		80,885		3,582
Decreases for tax positions related to prior years	(8,856)		(227,051)		—
Additions for tax positions related to current year	498		21,993		327,142
Decreases for unrecognized tax benefits as a result of a lapse in the statute of limitations	(2,329)		(3,523)		(1,836)
End of the period	$	284,929	$	257,587	$	385,283

Laureate records interest and penalties related to uncertain tax positions as a component of Income tax expense. During the years ended December 31, 2022, 2021 and 2020, Laureate recognized net interest and penalties related to income taxes of $6,828, $(6,479), and $(3,056), respectively. Laureate had $21,355 and $14,527 of accrued interest and penalties at December 31, 2022 and 2021, respectively. During the year ended December 31, 2022, the Company recognized approximately $32,500 of income tax reserves related to the application of the high-tax exception to global intangible low-taxed income. Approximately $143,665 of unrecognized tax benefits, if recognized, will affect the effective income tax rate. It is reasonably possible that Laureate’s unrecognized tax benefits may decrease within the next 12 months by up to approximately $4,448 as a result of the lapse of statutes of limitations and as a result of the final settlement and resolution of outstanding tax matters in various jurisdictions.

Laureate and various subsidiaries file income tax returns in the United States federal jurisdiction, and in various states and foreign jurisdictions. With few exceptions, Laureate is no longer subject to United States federal, state and local, or foreign income tax examinations by tax authorities for years before 2010. United States federal and state statutes are generally open back to 2018; however, the Internal Revenue Service (the IRS) has the ability to challenge 2005 through 2017 net operating loss carryforwards. Statutes of other major jurisdictions are open back to 2011 for Mexico, 2009 for Peru and 2016 for the Netherlands..

Other Matters

Inflation Reduction Act of 2022

On August 16, 2022, the U.S. enacted the Inflation Reduction Act of 2022, which implemented a 15% minimum tax on book income of certain large corporations, a 1% excise tax on stock repurchases and tax incentives to promote clean energy, among other provisions. The Company does not believe that this legislation will have a material impact on the financial statements and will continue to monitor regulatory developments to assess potential impacts to the Company.

OECD Proposals

The Organization for Economic Co-operation and Development (OECD) has proposed changes to numerous long-standing tax principles. These proposals, if finalized and adopted by the associated countries, will likely increase tax uncertainty, and may adversely affect our provision for income taxes. The Company will continue to monitor regulatory developments to assess potential impacts to the Company.

Note 14. Earnings (Loss) Per Share

Effective October 29, 2021, each share of the Company's Class A common stock and each share of the Company's Class B common stock automatically converted into one share of common stock of the Company. Following the conversion, the Company has only one class of common stock outstanding. Prior to that, our common stock had a dual class structure, consisting of Class A common stock and Class B common stock. Other than voting rights, the Class B common stock had the same rights as the Class A common stock and therefore both were treated as the same class of stock for purposes of the earnings per share calculation. Laureate computes basic earnings per share (EPS) by dividing income available to common shareholders by the weighted average number of common shares outstanding for the reporting period. Diluted EPS reflects the potential dilution that would occur if share-based compensation awards were exercised or converted into common stock. To calculate the diluted EPS, the basic weighted average number of shares is increased by the dilutive effect of stock options, restricted stock, restricted stock units, and other share-based compensation arrangements determined using the treasury stock method.

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The following tables summarize the computations of basic and diluted earnings per share:

For the years ended December 31,	2022		2021		2020
Numerator used in basic and diluted earnings (loss) per common share for continuing operations:
Income (loss) from continuing operations	$	60,718	$	(283,080)	$	(320,598)
Net loss (income) attributable to noncontrolling interests	595		(11,839)		17
Income (loss) from continuing operations attributable to Laureate Education, Inc.	61,313		(294,919)		(320,581)
Accretion of redemption value of redeemable noncontrolling interests and equity	—		(88)		149
Net income (loss) from continuing operations available to common stockholders for basic and diluted earnings per share	61,313		(295,007)		(320,432)
Numerator used in basic and diluted earnings (loss) per common share for discontinued operations:
Income (loss) from discontinued operations, net of tax	8,260		486,865		(298,104)
Loss attributable to noncontrolling interests	—		500		5,354
Net income (loss) from discontinued operations for basic and diluted earnings per share	$	8,260	$	487,365	$	(292,750)
Denominator used in basic and diluted earnings (loss) per common share:
Basic weighted average shares outstanding	167,670		189,692		209,710
Effect of dilutive stock options	310		—		—
Effect of dilutive restricted stock units	288		—		—
Diluted weighted average shares outstanding	168,268		189,692		209,710
Basic earnings (loss) per share:
Income (loss) from continuing operations	$	0.37	$	(1.56)	$	(1.53)
Income (loss) from discontinued operations	0.05		2.57		(1.40)
Basic earnings (loss) per share	$	0.42	$	1.01	$	(2.93)
Diluted earnings (loss) per share:
Income (loss) from continuing operations	$	0.36	$	(1.56)	$	(1.53)
Income (loss) from discontinued operations	0.05		2.57		(1.40)
Diluted earnings (loss) per share	$	0.41	$	1.01	$	(2.93)

The following table summarizes the number of stock options, shares of restricted stock and restricted stock units (RSUs) that were excluded from the diluted EPS calculations because the effect would have been antidilutive:

For the years ended December 31,	2022	2021	2020
Stock options	40	2,953	4,040
Restricted stock and RSUs	237	899	1,021

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Note 15. Related Party Transactions

Payment of Peruvian Capital Gains Tax

As discussed further in Note 17, Legal and Regulatory Matters, holders who sell, exchange or otherwise dispose of Company shares may be subject to a Peruvian nonresident capital gains tax (the Peruvian Tax). During the fourth quarter of 2021, certain investors in Wengen elected to have their interests in Wengen redeemed in exchange for delivery by Wengen to such investors of the number of shares of Company common stock corresponding to the Wengen interests so redeemed. As a result of this transfer, Wengen paid Peruvian Tax of approximately PEN 95,062 (approximately $23,800 at the date of payment). For administrative convenience, Wengen advanced to Laureate the amount needed to pay the Peruvian Tax and Laureate paid the Peruvian Tax on Wengen's behalf.

Sterling Capital Partners (Sterling)

As discussed in Note 5, Dispositions, at the time of the transaction related to the sale of our former Costa Rica operations, the buyer of our Costa Rica operations was controlled by certain affiliates of Sterling, an entity that previously had the right to designate a director to the Laureate Board of Directors pursuant to a securityholders agreement.

Note 16. Benefit Plans

Domestic Defined Contribution Retirement Plan

Laureate sponsors a defined contribution retirement plan in the United States under section 401(k) of the Internal Revenue Code. The plan offers employees a traditional “pre-tax” 401(k) option and an “after-tax” Roth 401(k) option, providing the employees with choices and flexibility for their retirement savings. All employees are eligible to participate in the plan after meeting certain service requirements. Participants may contribute up to a maximum of 80% of their annual compensation and 100% of their annual cash bonus, as defined and subject to certain annual limitations. Laureate may, at its discretion, make matching contributions that are allocated to eligible participants. The matching on the “after-tax” Roth contributions is the same as the matching on the traditional “pre-tax” contributions. Laureate made discretionary contributions in cash to this plan of $287, $4,138, and $4,636 for the years ended December 31, 2022, 2021 and 2020, respectively.

Laureate Education, Inc. Deferred Compensation Plan

Laureate maintained a deferred compensation plan that provided certain executive employees and members of our Board of Directors with the opportunity to defer their salaries, bonuses, and Board of Directors retainers and fees in order to accumulate funds for retirement on a pre-tax basis. Participants were 100% vested in their respective deferrals and the earnings thereon. Laureate did not make contributions to the plan or guarantee returns on the investments. Although plan investments and participant deferrals were kept in a separate trust account, the assets remained Laureate’s property and were subject to claims of general creditors. The plan assets were recorded at fair value with the earnings (losses) on those assets recorded in Other income (expense). The plan liabilities were recorded at the contractual value, with the changes in value recorded in operating expenses.

During the first quarter of 2021, the Company’s Board of Directors approved the termination of this deferred compensation plan, with such termination effective April 1, 2021. The plan participants received a distribution payout of their account balances in April 2022 and therefore there were no plan assets or liabilities remaining as of December 31, 2022. As of December 31, 2021, plan assets included in Other assets in our Consolidated Balance Sheet were $1,924 and the plan liabilities reported in our Consolidated Balance Sheet were $5,104. The Company funded the difference between the assets and the liabilities with operating cash flows.

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Supplemental Employment Retention Agreement (SERA)

In November 2007, Laureate established a SERA for one of its then-executive officers, under which this individual received an annual SERA payment of $1,500. The SERA provided annuity payments to the former executive over the course of his lifetime, and, following the former executive's death in 2018, an annual payment of $1,500 will be made to his spouse for the remainder of her life. The SERA is administered through a Rabbi Trust, and its assets are subject to the claims of creditors. At the inception of the plan, Laureate purchased annuities which provided funds for the SERA obligations until the former executive's death, at which point proceeds from corporate-owned life insurance policies were received and will be used to fund the future SERA obligations.

As of December 31, 2022 and 2021, the total SERA assets were $8,161 and $9,539, respectively, which were recorded on our Consolidated Balance Sheets in Restricted cash. As of December 31, 2022 and 2021, the total SERA liabilities recorded in our Consolidated Balance Sheets were $11,879 and $13,396, respectively, of which $1,500 each year was recorded in Accrued compensation and benefits, and $10,379 and $11,896, respectively, was recorded in Deferred compensation.

Mexico Profit-Sharing

The Fiscal Reform that was enacted in Mexico in December 2013 subjects Laureate's Mexico entities to corporate income tax and also requires them to comply with profit-sharing legislation, whereby 10% of the taxable income of Laureate's Mexican entities will be set aside as employee compensation.

Note 17. Legal and Regulatory Matters

Laureate is subject to legal proceedings arising in the ordinary course of business. In management’s opinion, we have adequate legal defenses, insurance coverage, and/or accrued liabilities with respect to the eventuality of these actions. Management believes that any settlement would not have a material impact on Laureate's financial position, results of operations, or cash flows. Our institutions are subject to uncertain and varying laws and regulations, and any changes to these laws or regulations or their application to us may materially adversely affect our business, financial condition and results of operations.

Peruvian Nonresident Capital Gains Tax

Stockholders who sell, exchange, or otherwise dispose of Company shares may be subject to Peruvian tax at a rate of 30% on their gain realized in such transaction determined under certain Peruvian valuation rules regardless of whether the transaction is taxable for non-Peruvian purposes. In determining the amount of such gain subject to such tax, the gain is first multiplied by the percentage of the Company’s value that is represented by its Peruvian business determined under certain Peruvian valuation rules (the Peru Ratio). This tax applies if the value of stock determined under certain Peruvian valuation rules (calculated in PEN) transferred multiplied by the Peru Ratio exceeds approximately $48,000 applying the PEN/USD exchange rate of December 31, 2022 (the Threshold). The Threshold is calculated in PEN and changes with currency exchange rates. For purposes of determining whether the Threshold has been exceeded by any holder, all transfers made by such holder over any 12-month period are aggregated. For purposes of determining whether any tax is owed, the holder must have their basis “certified” by the Peruvian tax authorities in advance of such transaction. If the holder exceeds the Threshold and does not obtain a tax basis certificate before the transaction, the holder’s tax basis in the shares will be considered zero for Peruvian tax purposes.

In the event that a direct or indirect sale, exchange, or other disposition of Company shares occurs and any resulting Peruvian tax is not paid, the Company’s Peruvian subsidiaries may be jointly and severally liable for such tax. Joint and several liability may be imposed if during any of the 12 months preceding the transaction, inter alia, the transferor of Company shares held an indirect or direct interest of more than 10% of the Company’s outstanding shares. If such a transaction were to occur and the Peruvian tax authorities sought to collect the Peruvian capital gains taxes from the Company’s Peruvian subsidiaries that were not paid by such transferor, it could have a material adverse effect on our business, financial condition or results of operations.

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Note 18. Other Financial Information

Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss) (AOCI) in our Consolidated Balance Sheets includes the accumulated translation adjustments arising from translation of foreign subsidiaries’ financial statements, the unrealized gain on a derivative designated as an effective net investment hedge, and the accumulated net gains or losses that are not recognized as components of net periodic benefit cost for our minimum pension liability. The AOCI related to the net investment hedge will be deferred from earnings until the sale or liquidation of the hedged investee. Laureate reports changes in AOCI in our Consolidated Statements of Stockholders’ Equity. The components of these balances were as follows:

December 31,	2022						2021
	Laureate Education, Inc.		Noncontrolling Interests		Total		Laureate Education, Inc.		Noncontrolling Interests		Total
Foreign currency translation loss	$	(452,252)	$	959	$	(451,293)	$	(529,472)	$	946	$	(528,526)
Unrealized gains on derivatives	10,416		—		10,416		10,416		—		10,416
Minimum pension liability adjustment	(588)		—		(588)		(1,148)		—		(1,148)
Accumulated other comprehensive loss	$	(442,424)	$	959	$	(441,465)	$	(520,204)	$	946	$	(519,258)

Foreign Currency Exchange of Certain Intercompany Loans

Laureate periodically reviews its investment and cash repatriation strategies in order to meet our liquidity requirements in the United States. Laureate recognized currency exchange adjustments attributable to intercompany loans, that are not designated as indefinitely invested, of $(27,198), $27,292 and $21,171 as part of Foreign currency exchange (loss) gain, net, in the Consolidated Statements of Operations for the years ended December 31, 2022, 2021 and 2020, respectively.

Write Off of Accounts and Notes Receivable

During the years ended December 31, 2022, 2021 and 2020, Laureate wrote off approximately $25,500, $31,600 and $24,300, respectively, of fully reserved accounts and notes receivable that were deemed uncollectible.

Note 19. Supplemental Cash Flow Information

Cash interest payments, prior to interest income, for continuing operations and Discontinued Operations were $16,752, $63,153 and $120,640 for the years ended December 31, 2022, 2021 and 2020, respectively. Net cash payments for income taxes for continuing operations and Discontinued Operations were $153,761, $251,098 and $91,371 for the years ended December 31, 2022, 2021 and 2020, respectively.

Reconciliation of Cash and cash equivalents and Restricted cash

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Consolidated Balance Sheets, as well as the December 31, 2020 balance, to the amounts shown in the Consolidated Statements of Cash Flows:

For the year ended December 31,	2022		2021		2020
Cash and cash equivalents	$	85,167	$	324,801	$	750,147
Restricted cash	8,617		20,774		117,151
Total Cash and cash equivalents and Restricted cash shown in the Consolidated Statements of Cash Flows	$	93,784	$	345,575	$	867,298

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Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)), as of the end of the period covered by this report.

Based on that evaluation, our CEO and CFO have concluded that, as of December 31, 2022, our disclosure controls and procedures are effective. The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our CEO and CFO, to allow timely decisions regarding required disclosures.

Management’s Report on Internal Control Over Financial Reporting

Management’s report on the Company’s internal control over financial reporting as of December 31, 2022 is included in Part II, Item 8 “Financial Statements.” The effectiveness of the Company’s internal control over financial reporting as of December 31, 2022 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm. Their report appears in Part II, Item 8 “Financial Statements.”

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended December 31, 2022 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

None.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

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Part III

Item 10. Directors, Executive Officers and Corporate Governance

Certain of this information will be contained in our definitive proxy statement for the 2023 Annual Meeting of Stockholders, to be filed within 120 days following the end of our fiscal year, and is incorporated herein by reference.

Information about our Executive Officers

The following table sets forth information regarding our current executive officers, including their ages. Executive officers serve at the request of the Board of Directors. There are no family relationships among any of our executive officers.

Name	Age	Position
Eilif Serck-Hanssen	57	Director, President and Chief Executive Officer
Richard M. Buskirk	46	Senior Vice President and Chief Financial Officer
Marcelo Barbalho Cardoso	51	Executive Vice President and Chief Operating Officer
Richard H. Sinkfield III	53	Chief Legal Officer and Chief Ethics & Compliance Officer

Eilif Serck-Hanssen has served as our Chief Executive Officer since January 2018 and became our President in July 2019. From March to December 2017, Mr. Serck-Hanssen served as our President and Chief Administrative Officer as well as our Chief Financial Officer. From 2008 to March 2017, Mr. Serck-Hanssen served as our Executive Vice President and Chief Financial Officer. Before joining the Company, Mr. Serck-Hanssen served as Chief Financial Officer and President of International Operations at XOJET, Inc. and was part of the team that founded premium airline, Eos Airlines, Inc., where he served Executive Vice President and Chief Financial Officer. Prior to starting Eos Airlines, Mr. Serck-Hanssen served in several executive positions at US Airways, Inc. (now American Airlines, Inc.) and Northwest Airlines, Inc. (now Delta Airlines, Inc.), including serving as a Senior Vice President and Treasurer of US Airways, Inc. Before joining the airline industry, Mr. Serck-Hanssen spent over five years with PepsiCo, Inc. in various international locations and three years with PricewaterhouseCoopers LLP (formerly Coopers & Lybrand Deloitte) in London. He is an Associate Chartered Accountant (ACA) and a member of the Institute of Chartered Accountants in England and Wales. Mr. Serck-Hanssen earned a B.S. in civil engineering from the Western Norway University of Applied Sciences, a B.A. in management science from the University of Kent at Canterbury (United Kingdom), and an M.B.A. from the University of Chicago Booth School of Business.

Richard M. Buskirk has served as our Senior Vice President and Chief Financial Officer since April 2021. Mr. Buskirk previously served as our Senior Vice President, Corporate Development from 2018 to April 2021 and as our Vice President, Global Financial Planning & Analysis from 2015 to 2018. Prior to joining Laureate, Mr. Buskirk was a CPA with Ernst & Young LLP, and an investment banker with Deutsche Bank, and worked for multiple global brands, including Vodafone, NII Holdings, Inc. (formerly Nextel International) and Sprint/Nextel in a range of financial, strategy and advisory positions. Mr. Buskirk earned a B.S. in accounting from the University of Maryland and a dual M.B.A. from Columbia University and London Business School.

Marcelo Barbalho Cardoso has served as our Executive Vice President and Chief Operating Officer since June 2021 and has also served as our Chief Executive Officer, Mexico since June 2022. Mr. Cardoso has been with Laureate since 2011, holding several leadership positions across our Brazil operations including Chief Executive Officer of Laureate Brazil from 2019 to June 2021, Global Chief Transformation Officer during 2019, Chief Operating Officer of Laureate Brazil from 2017 to 2018, and Vice President of Operations and President of FMU from 2013 to 2017. Prior to joining Laureate, Mr. Cardoso served as Latin America Vice President, Business Ops & CFO for Dell EMC Computer Systems and held senior leadership positions at Johnson Controls. Mr. Cardoso earned an undergraduate degree in chemical engineering from Universidade Estadual de Campinas (Brazil) and an MBA in management from the University of Michigan.

Richard H. Sinkfield III has served as our Chief Legal Officer and Chief Ethics & Compliance Officer since June 2020. Mr. Sinkfield previously served as Laureate’s Senior Vice President and Assistant General Counsel, Latin America. He has been with Laureate since 2004, and during this time has overseen the work of corporate and university counsel across eight countries, including serving as Regional General Counsel for Brazil for five years. Prior to joining Laureate, Mr. Sinkfield practiced law at several top U.S. law firms, including the Washington D.C. offices of Sidley Austin LLP and Akin Gump Strauss Hauer & Feld LLP. He also has taught as an adjunct professor at the George Washington University Law School and has served on

105

multiple non-profit boards in the United States and across Latin America. Mr. Sinkfield earned a B.S.F.S. from Georgetown University and a J.D. from Harvard Law School.

Item 11. Executive Compensation

This information will be contained in our definitive proxy statement for the 2023 Annual Meeting of Stockholders, to be filed within 120 days following the end of our fiscal year, and is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

This information will be contained in our definitive proxy statement for the 2023 Annual Meeting of Stockholders, to be filed within 120 days following the end of our fiscal year, and is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions, and Director Independence

This information will be contained in our definitive proxy statement for the 2023 Annual Meeting of Stockholders, to be filed within 120 days following the end of our fiscal year, and is incorporated herein by reference.

Item 14. Principal Accountant Fees and Services

This information will be contained in our definitive proxy statement for the 2023 Annual Meeting of Stockholders, to be filed within 120 days following the end of our fiscal year, and is incorporated herein by reference.

106

Part IV

Item 15. Exhibits and Financial Statement Schedules

(a) The following documents are filed as part of this report:

    (1) Financial Statements (certain schedules are omitted because they are not applicable or not required, or because the required information is included in the consolidated financial statements or notes thereto).

    (2) Those exhibits required by Item 601 of Regulation S-K and by paragraph (b) below.

(b) The following exhibits are filed as part of this Annual Report or, where indicated, were filed and are incorporated by reference:

Exhibit No.	Exhibit Description	Form	File Number	Exhibit Number	Filing Date
2.1#	Amended and Restated Sale and Purchase Agreement, dated as of November 22, 2017 and amended and restated on January 11, 2018, by and among LEI European Investments B.V., Laureate International B.V. and Galileo Global Education Luxco S.À R.L.	10-K	001-38002	2.7	03/20/2018
2.2#	Sale and Purchase Agreement, dated April 12, 2018, among LEI European Investments B.V., Laureate International B.V. and Global University Systems Germany B.V.	8-K	001-38002	2.1	04/18/2018
2.3#	Asset Purchase Agreement, dated January 15, 2018, among Kendall College, LLC, The Dining Room at Kendall NFP, National Louis University and Laureate Education, Inc.	8-K	001-38002	2.1	08/07/2018
2.4#	Membership Interest Purchase Agreement, dated April 24, 2018, by and among Laureate Education, Inc., Exeter Street Holdings, LLC, University of St. Augustine for Health Sciences, LLC and University of St. Augustine Acquisition Corp.	10-Q	001-38002	2.4	08/09/2018
2.5#	Sale and Purchase Agreement, dated December 12, 2018, by and among Iniciativas Culturales de España S.L., Laureate I B.V. and Samarinda Investments, S.L.	10-K	001-38002	2.5	02/28/2019
2.6#	Share Purchase Agreement relating to the sale and purchase of equity shares of Pearl Retail Solutions Private Limited, M-Power Energy India Private Limited and Data Ram Sons Private Limited	8-K	001-38002	2.1	05/13/2019
2.7#	Share Purchase Agreement relating to all the shares in the capital of Education Turkey B.V.	8-K	001-38002	2.1	08/29/2019
2.8#	Equity Purchase Agreement, dated January 10, 2020, by and among SP Costa Rica Holdings, LLC, Laureate International B.V. and Laureate Education, Inc.	10-K	001-38002	2.8	02/27/2020
2.9#	Sale and Purchase Agreement, dated July 29, 2020, by and among LEI AMEA Investments B.V., Laureate Education, Inc., SEI Newco Inc. and Strategic Education, Inc.	10-Q	001-38002	2.9	11/05/2020
2.10#	Master Agreement, dated September 10, 2020, by and among Laureate International B.V., Laureate I, B.V., Servicios Regionales Universitarios LE, S.C. and Fundación Educación y Cultura	10-Q	001-38002	2.10	11/05/2020
2.11#	Membership Interest Purchase Agreement, dated September 11, 2020, by and between Laureate Education, Inc. and Adtalem Global Education Inc.	10-Q	001-38002	2.11	11/05/2020
2.12#	Transaction Agreement, dated September 11, 2020, by and among Laureate Education, Inc., Rede Internacional de Universidades Laureate Ltda., Ser Educacional S.A. and, solely for the purposes of certain provisions thereof, José Janguiê Bezerra Diniz and certain of his family members	10-Q	001-38002	2.12	11/05/2020
2.13#	Settlement, Release and Discharge Agreement, dated as of October 29, 2020, by and among Laureate Education, Inc., Rede Internacional de Universidades Laureate Ltda., Ser Educacional S.A., José Janguiê Bezerra Diniz and certain of his family members	10-K	001-38002	2.13	02/25/2021

107

Exhibit No.	Exhibit Description	Form	File Number	Exhibit Number	Filing Date
2.14#	Transaction Agreement, dated October 30, 2020, by and among Laureate Education, Inc., Laureate Netherlands Holding B.V., ICE Inversiones Brazil, SL, Rede Internacional de Universidades Laureate Ltda., Ânima Holding S.A., VC Network Educação S.A., and, solely for the purposes of certain provisions thereof, the controlling shareholders of Ânima Holding S.A.	10-K	001-38002	2.14	02/25/2021
2.15#	Waiver and Amendment to Membership Interest Purchase Agreement by and between Adtalem Global Education Inc. and Laureate Education, Inc., dated as of July 21, 2021	8-K	001-38002	2.1	07/27/2021
2.16#	Amendment dated August 10, 2021 to Membership Interest Purchase Agreement, dated September 11, 2020, by and between Laureate Education, Inc. and Adtalem Global Education Inc.	10-Q	001-38002	2.2	11/04/2021
2.17	First Amendment dated April 19, 2022 to the Transaction Agreement, dated October 30, 2020, by and among Laureate Education, Inc., Laureate Netherlands Holding B.V., ICE Inversiones Brazil, SL, Rede Internacional de Universidades Laureate Ltda., Ânima Holding S.A., and VC Network Educação S.A.	10-Q	001-38002	2.1	08/04/2022
3.1	Amended and Restated Certificate of Incorporation	S-1/A	333-207243	3.1	01/31/2017
3.2	Amended and Restated Bylaws	S-1/A	333-207243	3.2	01/31/2017
3.3	Certificate of Retirement of Convertible Redeemable Preferred Stock, Series A	8-K	001-38002	3.1	07/20/2018
3.4	Certificate of Retirement of Class A Common Stock and Class B Common Stock	8-K	001-38002	3.1	12/17/2021
4.1*	Description of Capital Stock of Laureate Education, Inc.
10.1†	2013 Long-Term Incentive Plan Form of Stock Option Agreement effective as of September 11, 2013	S-1/A	333-207243	10.34	11/20/2015
10.2†	Form of Management Stockholder’s Agreement for equityholders	S-1/A	333-207243	10.36	11/20/2015
10.3†	Employment Offer Letter, dated July 21, 2008, between Laureate Education, Inc. and Eilif Serck‑Hanssen	S-1/A	333-207243	10.40	11/20/2015
10.4†	Amendment to Employment Offer Letter, dated December 9, 2010, between Laureate Education, Inc. and Eilif Serck‑Hanssen	S-1/A	333-207243	10.41	11/20/2015
10.5†	Form of Stockholders’ Agreement for Entity‑Appointed Directors	S-1/A	333-207243	10.47	11/20/2015
10.6†	Form of Stockholders’ Agreement for Individual Directors	S-1/A	333-207243	10.48	11/20/2015
10.7†	2013 Long‑Term Incentive Plan Form of Stock Option Agreement for 2016 for Named Executive Officers	S-1/A	333-207243	10.57	05/20/2016
10.8†	2013 Long‑Term Incentive Plan Form of Stock Option Agreement for 2016	S-1/A	333-207243	10.58	05/20/2016
10.9	Subscription Agreement, dated as of December 4, 2016, by and among Laureate Education, Inc., Macquarie Sierra Investment Holdings Inc., and each of the other Persons listed on Schedule A and Schedule B thereto.	S-1/A	333-207243	10.63	12/15/2016
10.10	Registration Rights Agreement by and among Laureate Education, Inc., each of the Investors set forth on Schedule A thereto, Douglas L. Becker and Wengen Alberta, Limited Partnership	10-K	001-38002	10.29	03/20/2018
10.11	Investors’ Stockholders Agreement by and among Laureate Education, Inc., Wengen Alberta, Limited Partnership and the Investors set forth on Schedule A thereto	10-K	001-38002	10.30	03/20/2018
10.12	Amended and Restated Securityholders Agreement by and among Wengen Alberta, Limited Partnership, Laureate Education, Inc. and the other parties thereto	8-K	001-38002	10.1	02/06/2017

108

Exhibit No.	Exhibit Description	Form	File Number	Exhibit Number	Filing Date
10.13	Amendment No. 1 dated October 28, 2021 to the Amended and Restated Securityholders Agreement, dated as of February 6, 2017, among Wengen Alberta, Limited Partnership, Laureate Education, Inc. and the other parties thereto	10-K	001-38002	10.16	02/24/2022
10.14	Amended and Restated Registration Rights Agreement by and among Wengen Alberta, Limited Partnership, Wengen Investments Limited, Laureate Education, Inc. and the other parties thereto	8-K	001-38002	10.2	02/06/2017
10.15	Amended and Restated Guarantee, dated as of April 26, 2017, by Laureate Education, Inc. and certain domestic subsidiaries of Laureate Education, Inc. party thereto from time to time, as guarantors, in favor of Citibank, N.A., as collateral agent	10-Q	001-38002	10.83	05/11/2017
10.16	Amended and Restated Pledge Agreement, dated as of April 26, 2017, among Laureate Education, Inc. and certain domestic subsidiaries of Laureate Education, Inc. party thereto from time to time, as pledgors, and Citibank, N.A., as collateral agent	10-Q	001-38002	10.84	05/11/2017
10.17	Amended and Restated Security Agreement, dated as of April 26, 2017, among Laureate Education, Inc. and certain domestic subsidiaries of Laureate Education, Inc. party thereto from time to time, as grantors, and Citibank, N.A., as collateral agent	10-Q	001-38002	10.85	05/11/2017
10.18	Third Amended and Restated Credit Agreement, dated as of October 7, 2019, among Laureate Education, Inc., the lending institutions from time to time parties thereto, and Citibank, N.A., as administrative agent and collateral agent	8-K	001-38002	10.1	10/11/2019
10.19	First Amendment to Third Amended and Restated Credit Agreement, dated as of July 20, 2020, by Laureate Education, Inc. and Citibank, N.A., as administrative agent	10-Q	001-38002	10.57	11/05/2020
10.20*	Second Amendment dated as of December 23, 2022 to Third Amended and Restated Credit Agreement, dated as of July 20, 2020, by Laureate Education, Inc. and Citibank, N.A., as administrative agent
10.21†	Laureate Education, Inc. Amended and Restated 2013 Long-Term Incentive Plan	8-K	001-38002	10.1	06/20/2017
10.22†	Amended and Restated 2013 Long‑Term Incentive Plan Form of Performance-based Stock Option Agreement for 2017	10-Q	001-38002	10.52	08/08/2017
10.23†	Amended and Restated 2013 Long‑Term Incentive Plan Form of Time-based Stock Option Agreement for 2017	10-Q	001-38002	10.53	08/08/2017
10.24†	Amended and Restated 2013 Long‑Term Incentive Plan Form of Performance-based Stock Option Agreement for 2017 for Certain Executives	10-Q	001-38002	10.56	08/08/2017
10.25†	Amended and Restated 2013 Long‑Term Incentive Plan Form of Time-based Stock Option Agreement for 2017 for Certain Executives	10-Q	001-38002	10.57	08/08/2017
10.26†	Amended and Restated 2013 Long‑Term Incentive Plan Form of Time-based Stock Option Agreement for 2018 Grants	10-K	001-38002	10.29	02/24/2022
10.27†	Amended and Restated 2013 Long‑Term Incentive Plan Form of Time-based Stock Option Agreement for 2019 Grants	10-K	001-38002	10.30	02/24/2022
10.28†	Amended and Restated 2013 Long‑Term Incentive Plan Form of Restricted Stock Units Notice and Agreement for 2020 Grants	10-K	001-38002	10.31	02/24/2022
10.29†	Amended and Restated 2013 Long‑Term Incentive Plan Form of Restricted Stock Units Notice and Agreement for 2021-2022 Grants for Certain Executives	10-K	001-38002	10.32	02/24/2022
10.30†	Amended and Restated 2013 Long‑Term Incentive Plan Form of Performance Share Units Notice and Agreements for 2019-2020 Grants	10-K	001-38002	10.33	02/24/2022
10.31†	Amended and Restated 2013 Long‑Term Incentive Plan Form of Performance Share Units Notice and Agreement for 2021-2022 Grants	10-K	001-38002	10.34	02/24/2022

109

Exhibit No.	Exhibit Description	Form	File Number	Exhibit Number	Filing Date
10.32†	2013 Long-Term Incentive Plan Form of Restricted Stock Units Agreement for Non-Employee Directors	10-K	001-38002	10.35	02/24/2022
10.33†	Employment Offer Letter, dated May 3, 2018, between Timothy Grace and Laureate Education, Inc.	10-Q	001-38002	10.72	08/09/2018
10.34†	Form of Director Indemnity Agreement	10-Q	001-38002	10.64	08/08/2019
10.35†	Form of Director and Officer Indemnity Agreement	10-Q	001-38002	10.1	08/04/2022
10.36†◊	Form of Retention Letter for Certain Corporate Executives	10-Q	001-38002	10.53	05/07/2020
10.37†	Letter Agreement dated October 9, 2022 between Laureate Education, Inc. and Eilif Serck-Hanssen	8-K	001-38002	10.1	10/14/2022
10.38†	Promotion Offer Letter, dated July 8, 2020, between Laureate Education, Inc. and Richard H. Sinkfield III	10-K	001-38002	10.45	02/25/2021
10.39†◊	Retention Letter, dated April 5, 2020, between Laureate Education, Inc. and Richard H. Sinkfield	10-K	001-38002	10.46	02/25/2021
10.40†	Promotion Offer Letter, dated March 16, 2021, between Laureate Education, Inc. and Richard M. Buskirk	10-K	001-38002	10.44	02/24/2022
10.41†◊	Retention Letter, dated April 28, 2020, between Laureate Education, Inc. and Richard M. Buskirk	10-K	001-38002	10.45	02/24/2022
10.42†	Independent Contractor and Consultant Agreement, dated May 28, 2021, between Laureate Education, Inc. and Marcelo Barbalho Cardoso	10-K	001-38002	10.46	02/24/2022
10.43*†	Amendment dated July 21, 2022 to Independent Contractor and Consultant Agreement, dated May 28, 2021, between Laureate Education, Inc., Marcelo Barbalho Cardoso and MC Consultoria and Assesoria Empresarial LTDA
10.44*†	Second Amendment to Independent Contractor and Consultant Agreement as of March 1, 2022 between Laureate Education, Inc. and MC Consultoria and Assesoria Empresarial LTDA
10.45†	Form of 2022 Annual Incentive Plan for Certain Executives	10-Q	001-38002	10.1	05/05/2022
21.1*	List of Subsidiaries of the Registrant
23.1*	Consent of PricewaterhouseCoopers LLP
31.1*	Certification pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002
31.2*	Certification pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002
32*	Certifications pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002
Ex. 101.INS*	XBRL Instance Document - - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document
Ex. 101.SCH*	Inline XBRL Taxonomy Extension Schema Document
Ex. 101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
Ex. 101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document
Ex. 101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
Ex. 101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document
104	Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

110

*	Filed herewith.
#	The exhibits, disclosure schedules, and other schedules, as applicable, have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
†	Indicates a management contract or compensatory plan or arrangement.
◊	Certain identified information has been omitted from this exhibit because it is both (1) not material, and (2) is the type that the Company treats as private or confidential.

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by the Company in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs at the date they were made or at any other time.

Item 16. Form 10-K Summary

None.

111

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 23, 2023.

Laureate Education, Inc.

By: /s/ RICHARD M. BUSKIRK                     

Richard M. Buskirk

Senior Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name	Title	Date
/s/ EILIF SERCK-HANSSEN	President, Chief Executive Officer and Director	February 23, 2023
Eilif Serck-Hanssen	(Principal Executive Officer)
/s/ RICHARD M. BUSKIRK	Senior Vice President and Chief Financial Officer	February 23, 2023
Richard M. Buskirk	(Principal Financial Officer)
/s/ GERARD M. KNAUER	Vice President, Accounting and Global Controller	February 23, 2023
Gerard M. Knauer	(Principal Accounting Officer)
/s/ KENNETH W. FREEMAN	Chairman of the Board	February 23, 2023
Kenneth W. Freeman
/s/ ANDREW B. COHEN	Director	February 23, 2023
Andrew B. Cohen
/s/ PEDRO DEL CORRO	Director	February 23, 2023
Pedro del Corro
/s/ BARBARA MAIR	Director	February 23, 2023
Barbara Mair
/s/ GEORGE MUÑOZ	Director	February 23, 2023
George Muñoz
/s/ DR. JUDITH RODIN	Director	February 23, 2023
Dr. Judith Rodin
/s/ IAN K. SNOW	Director	February 23, 2023
Ian K. Snow

112

EX-4.1

Exhibit 4.1

DESCRIPTION OF CAPITAL STOCK OF LAUREATE EDUCATION, INC.

As of the date of the Annual Report on Form 10-K of which this exhibit is a part, the registrant has one class of securities registered under Section 12 of the Exchange Act of 1934, as amended: common stock, par value $0.004 per share.

The following discussion is a summary of the terms of our capital stock, our amended and restated certificate of incorporation, our certificates of retirement, our amended and restated bylaws and certain applicable provisions of Delaware law, as currently in effect. This summary does not purport to be complete and is qualified in its entirety by reference to the actual terms and provisions of our amended and restated certificate of incorporation, our certificates of retirement, and amended and restated bylaws, copies of which have been filed previously with the Securities and Exchange Commission.

Our authorized capital stock consists of 1,393,617,319 shares of common stock, with a par value of $0.004 per share, of which 539,903,167 shares are Class A Common Stock, 153,714,152 shares are Class B Common Stock,and 700,000,000 shares are undesignated common stock, and 50,000,000 shares are designated as preferred stock, with a par value of $0.001 per share.

Common Stock

Voting Rights

Holders of shares of our common stock are entitled to one vote per share

Under our amended and restated certificate of incorporation, we may not increase or decrease the authorized number of shares of our common stock without the affirmative vote of the holders of a majority of the outstanding shares of our common stock.

We have not provided for cumulative voting for the election of directors in our amended and restated certificate of incorporation.

Economic Rights

Dividends. Subject to preferences that may apply to any shares of preferred stock outstanding at the time, the holders of shares of our common stock will be entitled to share equally, identically and ratably, on a per share basis, with respect to any dividends that our board of directors may determine to issue from time to time.

Liquidation Rights. Upon our liquidation, dissolution or winding-up, the holders of shares of our common stock will be entitled to share equally, identically and ratably in all assets remaining after the payment of any liabilities and the liquidation preferences on any outstanding preferred stock.

Preferred Stock

Our board of directors is authorized, without further stockholder action, to classify or reclassify any unissued portion of our authorized shares of our common stock to provide for the issuance of shares of other classes or series, including preferred stock in one or more series. We may issue shares of our preferred stock from time to time in one or more classes or series, with the exact terms of each class or series established by our board of directors. The powers and relative, participating, optional and other special rights, if any, and any qualifications, limitations or restrictions of the shares of such series will be fixed by the certificate of designations relating to each series. Certificates of designations relating to each series will specify the terms of the preferred stock, including, but not limited to:

•the distinctive designation and the maximum number of shares in the series;

•the terms on which dividends, if any, will be paid;

•the voting rights, if any, on the shares of the series;

•the terms and conditions, if any, on which the shares of the series shall be convertible into, or exchangeable for, shares of any other class or classes of capital stock;

•the terms on which the shares may be redeemed, if at all;

•the liquidation preference, if any; and

•any or all other preferences, rights, restrictions, including restrictions on transferability, and qualifications of shares of the series.

The issuance of preferred stock may delay, deter or prevent a change in control.

Public Benefit Corporation Status

In October 2015, we redomiciled in Delaware as a public benefit corporation as a demonstration of our long-term commitment to our mission to benefit our students and society. Public benefit corporations are a relatively new class of corporations that are intended to produce a public benefit and to operate in a responsible and sustainable manner. Under Delaware law, public benefit corporations are required to identify in their certificate of incorporation the public benefit or benefits they will promote and their directors have a duty to manage the affairs of the corporation in a manner that balances the pecuniary interests of the stockholders, the best interests of those materially affected by the corporation’s conduct, and the specific public benefit or public benefits identified in the public benefit corporation’s certificate of incorporation. Public benefit corporations organized in Delaware are also required to publicly disclose at least biennially a report that assesses their benefit performance. In connection with this report, our board of directors is required to set objectives and standards to assess our benefit performance and to assess our performance based on those standards. While a Delaware public benefit corporation may provide in its certificate of incorporation that it will measure the corporation’s benefit performance against an objective third-party standard, our amended and restated certificate of incorporation does not contain that requirement and we expect that our board of directors will measure our benefit performance against the objectives and standards it sets.

We do not believe that an investment in the stock of a public benefit corporation differs materially from an investment in a corporation that is not designated as a public benefit corporation. We believe that our ongoing efforts to achieve our public benefit goals will not materially affect the financial interests of our stockholders. Holders of shares of our common stock will have voting, dividend and other economic rights that are the same as the rights of stockholders of a corporation that is not designated as a public benefit corporation.

Our public benefit, as provided in our amended and restated certificate of incorporation, is to produce a positive effect (or a reduction of negative effects) for society and persons by offering diverse education programs delivered online and on premises operated in the communities that we serve. By doing so, we believe that we provide greater access to cost-effective, high-quality higher education that enables more students to achieve their academic and career aspirations. Most of our operations are outside the United States, where there is a large and growing imbalance between the supply and demand for quality higher education. Our stated public benefit is firmly rooted in our company mission and our belief that when our students succeed, countries prosper and societies benefit. Becoming a public benefit corporation underscores our commitment to our purpose and our stakeholders, including students, regulators, employers, local communities and stockholders.

Exclusive Venue

Our amended and restated certificate of incorporation requires, to the fullest extent permitted by law, that (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders, (iii) any action asserting a claim against us arising pursuant to any provision of the Delaware General Corporation Law (the “DGCL”) or our amended and restated certificate of incorporation or our amended and restated bylaws or (iv) any action asserting a claim against us governed by the internal affairs doctrine will have to be brought only in the Court of Chancery in the State of Delaware unless we otherwise consent in writing to an alternative form. Although we believe that this provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, the provision may have the effect of discouraging lawsuits against our directors and officers.

Anti-takeover Effects of Provisions of our Amended and Restated Certificate of Incorporation, our Amended and Restated Bylaws and Delaware Law

Our amended and restated certificate of incorporation and amended and restated bylaws also contain provisions that may delay, defer or discourage another party from acquiring control of us. We expect that these provisions, which are summarized below, will discourage coercive takeover practices or inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors, which we believe may result in an improvement of the terms of any such acquisition in favor of our stockholders. However, they also give our board of directors the power to discourage acquisitions that some stockholders may favor.

Authorized but Unissued Shares. The authorized but unissued shares of our common stock and preferred stock are available for future issuance without stockholder approval, subject to any limitations imposed by Nasdaq listing standards. These additional shares may be used for a variety of corporate finance transactions, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved shares of our common stock and preferred stock could make more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

Requirements for Advance Notification of Stockholder Meetings, Nominations and Proposals. Except as provided in that certain Amended and Restated Securityholders Agreement, dated as of February 6, 2017, by and among the Company, Wengen Alberta, Limited Partnership (“Wengen”), Wengen Investments Limited, the general partner of Wengen, and the other parties thereto, as further amended on October 28, 2021 (the “Wengen Securityholders Agreement”), our amended and restated certificate of incorporation and amended and restated bylaws provide that stockholders at an annual meeting may only consider proposals or nominations specified in the notice of meeting or brought before the meeting by or at the direction of our board of directors or by a qualified stockholder of record on the record date for the meeting and who has delivered timely written notice in proper form to our secretary of the stockholder’s intention to bring such business before the meeting. Our amended and restated certificate of incorporation provides that, subject to applicable provisions of Delaware law, special meetings of the stockholders may be called only by a resolution adopted by the affirmative vote of the majority of the directors then in office; provided, however, that at any time Wengen or any of the parties (other than employees of the Company) to the Wengen Securityholders Agreement, or each of their respective affiliates, beneficially owns, in the aggregate, at least 40% of the total number of outstanding shares of our common stock, special meetings of our stockholders shall also be called at the request of such entity pursuant to a resolution adopted by a majority of our board of directors or by the chairman of our board of directors. Our amended and restated bylaws prohibit the conduct of any business at a special meeting other than as specified in the notice for such meeting. In addition, any stockholder who wishes to bring business before an annual meeting or nominate directors must comply with the advance notice and duration of ownership requirements set forth in our amended and restated bylaws and provide to us certain information. These provisions may have the effect of deferring, delaying or discouraging hostile takeovers or changes in control of us or our management.

Business Combinations. We have opted out of Section 203 of the DGCL; however, our amended and restated certificate of incorporation contains similar provisions providing that we may not engage in certain “business combinations” with any “interested stockholder” for a three-year period following the time that the stockholder became an interested stockholder, unless:

•prior to such time, our board of directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;

•upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, excluding certain shares; or

•at or subsequent to that time, the business combination is approved by our board of directors and by the affirmative vote of holders of at least 662/3% of the outstanding voting stock that is not owned by the interested stockholder.

Generally, a “business combination” includes a merger, asset or stock sale or other transaction resulting in a financial benefit to the interested stockholder. Subject to certain exceptions, an “interested stockholder” is a person who, together with that person’s affiliates and associates, owns, or within the previous three years owned, 15% or more of our voting stock. For purposes of this section only, “voting stock” has the meaning given to it in Section 203 of the DGCL.

Under certain circumstances, this provision will make it more difficult for a person who would be an “interested stockholder” to effect various business combinations with a corporation for a three-year period. This provision may encourage companies interested in acquiring our Company to negotiate in advance with our board of directors because the stockholder approval requirement would be avoided if our board of directors approves either the business combination or the transaction which results in the stockholder becoming an interested stockholder. These provisions also may have the effect of preventing changes in our board of directors and may make it more difficult to accomplish transactions which stockholders may otherwise deem to be in their best interests.

Our amended and restated certificate of incorporation provides that none of Wengen or the parties to the Wengen Securityholders Agreement or their affiliates or any of their respective direct or indirect transferees and any group as to which such persons are a party constitute “interested stockholders” for purposes of this provision.

No Cumulative Voting. The DGCL provides that stockholders are not entitled to the right to cumulate votes in the election of directors unless our amended and restated certificate of incorporation provides otherwise. Our amended and restated certificate of incorporation does not expressly provide for cumulative voting.

Stockholder Action by Written Consent.  Our amended and restated certificate of incorporation provides that our stockholders may not act by written consent, which may lengthen the amount of time required to take stockholder actions. As a result, a holder controlling a majority of our capital stock would not be able to amend our amended and restated certificate of incorporation or amended and restated bylaws or remove directors without holding a meeting of our stockholders called in accordance with our amended and restated bylaws.

Amendment of Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws. The DGCL provides generally that the affirmative vote of a majority of the shares entitled to vote on any matter is required to amend a corporation’s certificate of incorporation or bylaws, unless a corporation’s certificate of incorporation or bylaws, as the case may be, requires a greater percentage.

Our amended and restated bylaws may be amended or repealed by a majority vote of our board of directors or by the affirmative vote of the holders of at least 66⅔% of the votes which all our stockholders would be entitled to cast in any annual election of directors. In addition, (1) the affirmative vote of the holders of at least 66⅔% of the voting power of the outstanding shares of stock of the Company entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend or repeal, or adopt any provision of our amended and restated certificate of incorporation, and (ii) the affirmative vote of a majority of the outstanding shares of our common stock shall be required to amend, repeal or adopt any provision of our amended and restated certificate of incorporation inconsistent with Article V (Capital Stock), Article VI (Definitions), or clause (ii) of Article XI (Amendments) of our amended and restated certificate of incorporation.

Public Benefit Corporation. As a public benefit corporation, an affirmative vote of 66⅔% of the outstanding stock is required to effect a non-cash merger with an entity that is not a public benefit corporation with an identical public benefit.

The foregoing provisions of our amended and restated certificate of incorporation and amended and restated bylaws could discourage potential acquisition proposals and could delay or prevent a change in control. These provisions are intended to enhance the likelihood of continuity and stability in the composition of our board of directors and in the policies formulated by our board of directors and to discourage certain types of transactions that may involve an actual or threatened change of control. These provisions are designed to reduce our vulnerability to an unsolicited acquisition proposal. The provisions also are intended to discourage certain tactics that may be used in proxy fights. Such provisions could, however, have the effect of discouraging others from making tender offers for shares of our common stock and, as a consequence, they also may inhibit fluctuations in the market price of shares of our common stock that could result from actual or rumored takeover attempts. Such provisions also may have the effect of preventing changes in our management or delaying or preventing a transaction that might benefit you or other minority stockholders.

Limitations on Liability and Indemnification of Officers and Directors

The DGCL authorizes corporations to limit or eliminate the personal liability of directors to corporations and their stockholders for monetary damages for breaches of directors’ fiduciary duties, subject to certain exceptions. Our amended and restated certificate of incorporation includes a provision that eliminates the personal liability of directors for monetary damages for any breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL. The effect of these provisions is to eliminate the rights of us and our stockholders, through stockholders’ derivative suits on our behalf, to recover monetary damages from a director for breach of fiduciary duty as a director, including breaches resulting from grossly negligent behavior.

Our amended and restated bylaws provide that we must generally indemnify, and advance expenses to, our directors and officers to the fullest extent authorized by the DGCL. We also are expressly authorized to carry directors’ and officers’ liability insurance providing indemnification for our directors, officers and certain employees for some liabilities. We believe that these indemnification and advancement provisions and insurance are useful to attract and retain qualified directors and executive officers.

The limitation of liability, indemnification and advancement provisions in our amended and restated certificate of incorporation and amended and restated bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. In addition, your investment may be adversely affected to the extent that we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

Dissenters’ Rights of Appraisal and Payment

Under the DGCL, with certain exceptions, our stockholders will have appraisal rights in connection with a merger or consolidation of Laureate. Pursuant to the DGCL, stockholders who properly request and perfect appraisal rights in connection with such merger or consolidation will have the right to receive payment of the fair value of their shares as determined by the Court of Chancery in the State of Delaware.

Stockholders’ Derivative Actions

Under the DGCL, any of our stockholders may bring an action in our name to procure a judgment in our favor, also known as a derivative action, provided that the stockholder bringing the action is a holder of our shares at the time of the transaction to which the action relates or such stockholder’s stock thereafter devolved by operation of law and such suit is brought in the Court of Chancery in the State of Delaware.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is American Stock Transfer & Trust Company, LLC.

Stock Exchange Listing

Our common stock is listed on the Nasdaq Global Select Market under the symbol “LAUR”.

EX-10.20

Exhibit 10.20

Execution Version

SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

This SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT

AGREEMENT, dated as of December 23, 2022 (this “Amendment”), is entered into by Laureate Education, Inc., a public benefit corporation formed under the laws of the State of Delaware (the “Borrower”), the other Credit Parties party hereto, Citibank, N.A., as Administrative Agent and Collateral Agent, and certain financial institutions listed on the signature pages hereto.

RECITALS

WHEREAS, reference is hereby made to the Third Amended and Restated Credit Agreement, dated as of October 7, 2019, by and among the Borrower, the lending institutions party thereto from time to time and Citibank, N.A., as Administrative Agent and Collateral Agent (as amended by the First Amendment, dated as of July 20, 2020, the “Credit Agreement” and, as further amended hereby, the “Amended Credit Agreement”);

WHEREAS, the Administrative Agent has determined that U.S. dollar- denominated syndicated loans being executed or amended at the time of this Amendment are being executed or amended to incorporate or adopt new benchmark interest rates to replace LIBO Screen Rate. The Administrative Agent and the Borrower have elected to trigger a Benchmark Transition Determination and in accordance with Section 2.10(c) of the Credit Agreement, amend the Credit Agreement to replace LIBO Rate with an alternate benchmark rate and such changes, together with any Replacement Benchmark Conforming Changes shall become effective on the sixth (6th) Business Day after the date the draft of this Amendment is posted to all Lenders (the “Notice Date”), so long as the Administrative Agent has not received, by 5:00 p.m. (New York time) on the fifth (5th) Business Day after the Notice Date (the “Objection Deadline”), written notice of objection to this Amendment from Lenders comprising the Required Lenders.

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

Section 1. Defined Terms; Interpretation; Etc.Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Credit Agreement or Amended Credit Agreement, as the context may require. This Amendment is a “Credit Document” (as defined in the Amended Credit Agreement).

Section 2.    Existing Loans.

a)In accordance with Section 2.10(c) of the Credit Agreement, the Administrative Agent hereby provide notice that (i) U.S. dollar-denominated syndicated loans being executed or amended at the time of this Amendment are being executed or amended to incorporate or adopt new benchmark interest rates to replace LIBO Screen Rate and (ii) this Amendment was posted to the Lenders on the Platform on December 15, 2022, which date shall constitute the Notice Date.

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b)On the Second Amendment Effective Date, the parties hereto acknowledge and agree any request for a new LIBOR Loan, or to continue an existing LIBOR Loan, shall be deemed to be a request for a new Loan bearing interest at (i) in the case of Loans denominated in Dollars, the Adjusted Term SOFR, (ii) in the case of Loans denominated in Euros, the Adjusted Eurodollar Rate and (iii) in the case of Loans denominated in any Alternative Currency (other than Euros), the Daily Simple RFR. Notwithstanding anything to the contrary herein, all LIBOR Loans (as defined in the Credit Agreement) outstanding under the Credit Agreement as of the date hereof (collectively, the “Existing LIBOR Loans”) may, in the Borrower’s sole discretion, continue to bear interest at the LIBOR Rate and remain outstanding under the Amended Credit Agreement as LIBOR Loans until the expiration of the current Interest Period applicable to such Existing LIBOR Loans (the “Existing ExpirationDate”). Any such Existing LIBOR Loans shall continue to be governed by the relevant provisions of the Credit Agreement (as in effect immediately prior to the effectiveness of this Amendment) applicable to LIBOR Loans until the earlier of (x) the repayment of such Loans, (y) the conversion of such Loans into Term SOFR Loans, Eurodollar Loans, RFR Loans or ABR Loans pursuant to Section 2.6(a) of the Credit Agreement, or (z) the conversion of such Loans pursuant to the Specified Conversion (as defined below).

c)In accordance with Section 2.6(a) of the Credit Agreement, the Borrower shall, no later than 12:00 p.m. (New York City time) (i) in the case of Loans denominated in Dollars, on the third Business Day preceding the Existing Expiration Date and (ii) in the case of Loans denominated in an Alternative Currency, on the fourth Business Day preceding the Existing Expiration Date, elect to convert in full the Existing Eurocurrency Loans to (i) in the case of Loans denominated in Dollars, either Term SOFR Loans or ABR Loans and (ii) in the case of Loans denominated in Euros, Eurodollar Rate Loans; provided that if the Borrower fails to give a timely notice requesting such conversion, then the Existing LIBOR Loans shall be automatically converted (i) in the case of Existing LIBOR Loans denominated in Dollars, in full to Term SOFR Loans with a one-month Interest Period effective as of the Existing Expiration Date, (ii) Existing LIBOR Loans denominated in Euros, in full to Eurodollar Rate Loans with a one-month Interest Period effective as of the Existing Expiration Date (the “Specified Conversion”) and (iii) Existing LIBOR Loans denominated in any Alternative Currency (other than Euros), in full to RFR Loans.

d)For the avoidance of doubt, no borrowing or continuation of LIBOR Loans, and no conversion of Loans to LIBOR Loans, shall be permitted from and after the Second Amendment Effective Date.

Section 3. Amendments to the Credit Agreement. Effective as of the Second Amendment Effective Date, the parties hereto agree that 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 double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the Amended Credit Agreement attached as Exhibit A hereto.

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Section 4. Representations and Warranties. To induce the other parties hereto to enter into this Amendment, the Borrower and each Credit Party represents and warrants to the Administrative Agent that, as of the date hereof after giving effect to this Amendment, the representations and warranties set forth in Section 8 of the Amended Credit Agreement are true and correct in all material respects on and as of the date hereof to the same extent as if made on and as of the date hereof, 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 to the extent any such representation and warranty is already qualified by materiality or Material Adverse Effect, such representation and warranty shall be true and correct in all respects.

Section 5. Amendment Effectiveness. The effectiveness of this Amendment shall be subject to the satisfaction of the following conditions precedent set forth in this Section 5 (the date on which such conditions are satisfied is referred to herein as the “Second AmendmentEffective Date”):

(a)the Administrative Agent (or its counsel) shall have received counterparts of this Amendment that, when taken together, bear the signatures of (i) the Borrower and (ii) the Administrative Agent;

(b)the Administrative Agent shall not have received, by the Objection Deadline, written notice of objection to this Amendment from Lenders comprising the Required Lenders;

(c)the representations and warranties set forth in Section 4 of this Amendment shall be true and correct in all material respects on the Second Amendment Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; and

(d)No Default or Event of Default shall exist on the Second Amendment Effect Date.

Section 6. Effect of Amendment. Except as expressly provided in this Amendment, nothing herein shall be deemed to entitle any Credit Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Amended Credit Agreement or any other Credit Document in similar or different circumstances. This Amendment shall constitute a “Credit Document”. By its execution of this Amendment, each of the parties hereto acknowledges and agrees that the terms of this Amendment do not constitute a novation but, rather, a supplement of the terms of a pre-existing indebtedness and related agreement, as evidenced by the Credit Agreement. On and after the Second Amendment Effective Date, each reference in the Amended Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import referring to the Amended Credit Agreement, and each reference in the other Credit Documents to the “Credit Agreement,” “thereunder,” “thereof” or words of like import referring to the Amended Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment.

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Section 7. Full Force and Effect. Except as specifically amended by this Amendment, the Credit Agreement and the other Credit Documents shall remain in full force and effect and are hereby ratified and confirmed.

Section 8. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other customary means of electronic transmission (e.g., “pdf”) shall be as effective as delivery of a manually executed counterpart hereof. The words “execution,” “signed,” “signature” and words of like import in this Amendment shall be deemed to include electronic signatures or electronic records, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

Section 9. Applicable Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

Section 10. Submission to Jurisdiction; Waiver of Jury Trial. Section 14.13 of the Credit Agreement is hereby incorporated by reference herein. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AMENDMENT, THE CREDIT AGREEMENT OR ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

Section 11. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

Section 12. Entire Agreement. This Amendment, the Amended Credit Agreement and the other Credit Documents constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and oral, among the parties or any of them with respect to the subject matter hereof.

Section 13. Severability. Any term or provision of this Amendment which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Amendment or affecting the validity or enforceability of any of the terms or provisions of this Amendment in any other jurisdiction. If any provision of this Amendment is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as would be enforceable.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their duly authorized officers, all as of the date and year first above written.

LAUREATE EDUCATION, INC.,

as Borrower

By: Name: Richard M. Buskirk

Title: Senior Vice President and Chief Financial Officer

[Signature Page to Second Amendment]

CITIBANK, N.A.,

as Administrative Agent and Collateral Agent

By:

Name:    Blake Gronich

Title:    Vice President

[Signature Page to Second Amendment]

EXHIBIT A AMENDED CREDIT AGREEMENT

See attached.

Exhibit A

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Execution Version

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of October 7, 2019,

as amended by that certain First Amendment, dated as of July 20, 2020 and that certain SecondAmendment, dated as of December 23, 2022,

among

LAUREATE EDUCATION, INC.,

as the Borrower,

The Several Lenders

from Time to Time Parties Hereto, and

CITIBANK, N.A.,

as Administrative Agent and Collateral Agent

————————————————————————

Citibank, N.A. JPMorgan Chase Bank, N.A.

Barclays Bank PLC BMO Capital Markets Corp.

Credit Suisse Loan Funding LLC Goldman Sachs Lending Partners LLC and

Macquarie Capital (USA) Inc.

as Joint Lead Arrangers and Joint Bookrunners

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TABLE OF CONTENTS

Page

SECTION 1.    Definitions    1

1.1Defined Terms    1

1.2Other Interpretive Provisions    54

1.3Accounting Terms    54

1.4Rounding    55

1.5References to Agreements, Laws, Etc    55

1.6Exchange Rates    55

1.7Determinations of Status    55

1.8Not-For-Profit Universities    56

1.9Divisions    57

1.10Rates60

SECTION 2.    Amount and Terms of Credit    57

2.1Commitments    57

2.2Minimum Amount of Each Borrowing; Maximum Number of Borrowings    59

2.3Notice of Borrowing    59

2.4Disbursement of Funds    61

2.5Repayment of Loans; Evidence of Debt    62

2.6Conversions and Continuations    63

2.7Pro Rata Borrowings    64

2.8Interest    64

2.9Interest Periods    65

2.10Increased Costs, Illegality, Etc    65

2.11Compensation    68

2.12Change of Lending Office    69

2.13Notice of Certain Costs    69

2.14Incremental Facilities    69

2.15Option to Extend    71

2.16Permitted Debt Exchanges    74

2.17Termination of Defaulting Lender; Cure    77

2.18Reallocation of Defaulting Lender Commitment    78

SECTION 3.    Letters of Credit    79

3.1Letters of Credit    79

3.2Letter of Credit Requests    80

3.3Letter of Credit Participations    81

3.4Agreement to Repay Letter of Credit Drawings    84

3.5Increased Costs    85

3.6New or Successor Letter of Credit Issuer    86

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3.7Role of Letter of Credit Issuer    87

3.8Cash Collateral; Other    88

3.9Applicability of ISP and UCP    89

3.10Conflict with Issuer Documents    89

3.11Letters of Credit Issued for Restricted Subsidiaries    89

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SECTION 4.    Fees; Commitments    89

4.1Fees    89

4.2Voluntary Reduction of Commitments    91

4.3Mandatory Termination of Commitments    91

SECTION 5.    Payments    91

5.1Voluntary Prepayments    91

5.2Mandatory Prepayments    92

5.3Method and Place of Payment    93

5.4Net Payments    93

5.5Computations of Interest and Fees    96

5.6Limit on Rate of Interest    97

SECTION 6.    Conditions Precedent to Initial Borrowing    98

SECTION 7.    Conditions Precedent to All Credit Events    100

7.1No Default; Representations and Warranties    100

7.2Notice of Borrowing; Letter of Credit Request    100

SECTION 8.    Representations, Warranties and Agreements    101

8.1Corporate Status    101

8.2Corporate Power and Authority    101

8.3No Violation    101

8.4Litigation    102

8.5Margin Regulations    102

8.6Governmental Approvals    102

8.7Investment Company Act    102

8.8True and Complete Disclosure    102

8.9Financial Condition; Financial Statements    102

8.10Tax Matters    103

8.11Compliance with ERISA    103

8.12Subsidiaries    104

8.13Intellectual Property    104

8.14Environmental Laws    104

8.15Properties    104

8.16Solvency    104

8.17Anti-Corruption Laws and Sanctions    105

SECTION 9.    Affirmative Covenants    105

9.1Information Covenants    105

9.2Books, Records and Inspections    109

9.3Maintenance of Insurance    109

9.4Payment of Taxes    110

9.5Consolidated Corporate Franchises    110

9.6Compliance with Statutes, Regulations, Etc    110

9.7ERISA    110

9.8Maintenance of Properties    111

9.9Transactions with Affiliates    111

9.10End of Fiscal Years; Fiscal Quarters    112

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9.11Additional Guarantors and Grantors    112

9.12Pledge of Additional Stock and Evidence of Indebtedness    112

9.13Use of Proceeds    113

9.14Further Assurances    113

9.15Reserved    114

SECTION 10.    Negative Covenants    114

10.1Limitation on Indebtedness    114

10.2Limitation on Liens    122

10.3Limitation on Fundamental Changes    127

10.4Limitation on Sale of Assets    132

10.5Limitation on Investments    134

10.6Limitation on Restricted Payments    138

10.7Limitations on Debt Payments and Amendments    141

10.8Changes in Business    142

10.9Financial Covenant    142

10.10Use of Proceeds    143

SECTION 11.    Events of Default    143

11.1Payments    143

11.2Representations, Etc    143

11.3Covenants    143

11.4Default Under Other Agreements    143

11.5Bankruptcy, Etc.    144

11.6ERISA    144

11.7Guarantee    145

11.8Pledge Agreement    145

11.9Security Agreement    145

11.10Mortgages    145

11.11Judgments    145

11.12Change of Control    145

11.13Subordination    145

11.14Allocation of Payments    146

SECTION 12.    The Agents    147

12.1Appointment    147

12.2Delegation of Duties    147

12.3Exculpatory Provisions    148

12.4Reliance by Agents    148

12.5Notice of Default    149

12.6Non-Reliance on Administrative Agent, Collateral Agent and Other Lenders    149

12.7Indemnification    150

12.8Agents in their Individual Capacity    151

12.9Successor Agents    152

12.10Withholding Tax    153

12.11Security Documents and Guarantee    154

12.12Other Agents; Arrangers    155

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SECTION 13.    Miscellaneous    155

13.1Amendments and Waivers    155

13.2Notices    157

13.3No Waiver; Cumulative Remedies    158

13.4Survival of Representations and Warranties    158

13.5Payment of Expenses; Indemnification    158

13.6Successors and Assigns; Participations and Assignments    159

13.7Replacements of Lenders under Certain Circumstances    165

13.8Adjustments; Set-off    166

13.9Counterparts    167

13.10Severability    167

13.11Integration    167

13.12GOVERNING LAW    168

13.13Submission to Jurisdiction; Waivers    168

13.14Acknowledgments    169

13.15WAIVERS OF JURY TRIAL    170

13.16Confidentiality    170

13.17Direct Website Communications    170

13.18USA PATRIOT Act; Beneficial Ownership Regulation    172

13.19Judgment Currency    173

13.20Payments Set Aside    173

13.21Acknowledgement and Consent to Bail-In of EEA Financial Institutions    173

13.22Effect of Amendment and Restatement of the Existing Credit Agreement    174

13.23Acknowledgement Regarding Any Supported QFCs    175

SECTION 14.    Parallel Debt    175

14.1Parallel Debtors    175

14.2Corresponding Debt    175

14.3Collateral Agent    176

14.4Collections    176

14.5Acknowledgments    176

14.6Simultaneous Maturity    176

14.7No Common Property; Administration Agreement    176

SECTION 15.    Release of Existing Dormant Subsidiaries    177

SCHEDULES

Schedule 1.1(a)    Mortgaged Properties Schedule 1.1(b)    Commitments Schedule 1.1(c)    Excluded Subsidiaries Schedule 1.1(d)    Lending Offices

Schedule 1.1(e)    Secured Hedge Agreements Schedule 1.1(f)    Unrestricted Subsidiaries Schedule 1.1(g)    Dormant Subsidiaries Schedule 1.1(h)    Existing Letters of Credit Schedule 8.4    Litigation

Schedule 8.12    Subsidiaries

Schedule 9.9    Affiliate Transactions

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Schedule 9.14    Post-Closing Actions Schedule 10.1(g)    Indebtedness Schedule 10.1(x)    Operating Leases Schedule 10.2    Liens

Schedule 10.4    Scheduled Dispositions

Schedule 10.5    Investments

Schedule 13.2    Notice Addresses

EXHIBITS

Exhibit A    [Reserved]

Exhibit B    [Reserved]

Exhibit C    Form of Perfection Certificate

Exhibit D-1    [Reserved]

Exhibit D-2    [Reserved]

Exhibit D-3    [Reserved]

Exhibit E    Form of Letter of Credit Request

Exhibit F-1    Form of Legal Opinion of DLA Piper LLP (US) Exhibit F-2    Form of Legal Opinion of Chief Legal Officer Exhibit G    Form of Assignment and Acceptance

Exhibit H-1    [Reserved]

Exhibit H-2    Form of Promissory Note (Revolving Credit Loans and Swingline Loans) Exhibit I    Form of Joinder Agreement

Exhibit J    Form of First-Lien Intercreditor Agreement Exhibit K Form of Second-Lien Intercreditor Agreement

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THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October 7, 2019

(as amended by that certain First Amendment, dated as of July 20, 2020 and that certain SecondAmendment, dated as of December 23, 2022), among Laureate Education, Inc., a Delaware public benefit corporation (the “Borrower”), the lending institutions from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”) and Citibank, N.A. (“Citi”), as Administrative Agent and Collateral Agent (such terms and each other capitalized term used but not defined in this preamble having the meaning provided in Section 1).

WHEREAS, the Borrower has requested that the Lenders provide credit facilities for the purposes set forth herein, and the Lenders are willing to do so on the terms and conditions set forth herein;

WHEREAS, the Borrower is a party to that certain Second Amended and Restated Credit Agreement, dated as of April 26, 2017, among the Borrower, the several lenders from time to time parties thereto and Citi, as administrative agent and collateral agent (as amended by the First Amendment, dated as of February 1, 2018, the “Existing Credit Agreement”);

WHEREAS, the Borrower, each Lender that is also a party to the Existing Credit Agreement, each other Lender party hereto and the Administrative Agent have entered into this Agreement in order to (1) amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, (2) re-evidence the Loans and any Letters of Credit outstanding as of the Closing Date and other “Obligations” under (and as defined herein) the Existing Credit Agreement (including indemnities), (3) extend the termination date in respect of the existing revolving credit facility under the Existing Credit Agreement and (4) set forth the terms and conditions under which the Lenders will, from time to time, make loans and extend other financial accommodation to or for the benefit of the Borrower (the amendment and restatement of the Existing Credit Agreement and the other transactions described in this paragraph are collectively referred to herein as the “Transactions”);

WHEREAS, it is the intent of the parties hereto that (1) the grants of security interests, Mortgages and Liens by the Borrower, Walden (as defined below) and any Guarantor that is a Domestic Subsidiary under and pursuant to the Credit Documents (other than the Released Credit Parties) shall continue unaltered to secure, guarantee, support and otherwise benefit the Obligations of the Borrower and the other Credit Parties (other than any Released Credit Party) under the Existing Credit Agreement and this Agreement and each other Credit Document and each of the foregoing shall continue in full force and effect in accordance with its terms except as expressly amended thereby or hereby or terminated or released in connection with or pursuant to this Agreement, and the parties hereto hereby ratify and confirm such terms thereof as being in full force and effect and unaltered by this Agreement and (2) it is agreed and understood that this Agreement does not constitute a novation, satisfaction, payment or reborrowing of any “Obligation” or the “Secured Obligations” under the Existing Credit Agreement or any other Credit Document except as expressly modified by this Agreement, nor does it operate as a waiver of any right, power or remedy of any Lender under any Credit Document;

NOW, THEREFORE, the parties hereto hereby agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety as follows:

SECTION 1.    Definitions.

1.1Defined Terms.

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(a) As used herein, the following terms shall have the meanings specified in this Section 1.1 unless the context otherwise requires (it being understood that defined terms in this Agreement shall include in the singular number the plural and in the plural the singular):

“2025 Indenture” shall mean the Indenture, dated April 26, 2017, among the Borrower, the guarantors party thereto and a trustee, as the same may be amended, supplemented or otherwise modified from time to time in accordance therewith.

“2025 Notes” shall mean (a) the 8.25% Senior Notes Due 2025 issued under the 2025 Indenture and (b) any modification, replacement, refinancing, refunding, renewal or extension thereof that constitutes (i) Permitted Additional Debt; provided that any such replacement or refinancing of the 2025 Notes shall be unsecured and shall have the Borrower as the borrower or issuer thereof and shall have no guarantors that do not guarantee the Obligations or (ii) Qualified Refinancing Debt.

“ABR” shall mean, with respect to Loans denominated in Dollars,for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus 1/2 of 1%, (c) the LIBO RateAdjusted Term SOFRfor a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1% and

(d) 2.00% per annum, provided that for the purpose of this definition, the LIBO Rate for any dayshall be based on the LIBO Screen Rate (or if the LIBO Screen Rate is not available for such onemonth Interest Period, the Interpolated Rate) at approximately 11:00 a.m. London time on suchday, provided, furtherthe Floor, provided, that if the ABR shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Any change in the ABR due to a change in in the Prime Rate, the NYFRB Rate or the LIBO RateAdjusted Term SOFRshall be effective from and including the effective date of such change in the Prime Rate, the NYFRB or the LIBO RateAdjustedTerm SOFR, respectively.

“ABR Loan” shall mean each Loan bearing interest at the rate provided in Section 2.8(a) and, in any event, shall include all Swingline Loans. Loans denominated in Alternative Currencies shall not be ABR Loans.

“ ABR Term SOFR Determination Day” shall have the meaning specified in thedefinition of “ Term SOFR”.

“Acquired EBITDA” shall mean, with respect to any Acquired Entity or Business or any Converted Restricted Subsidiary (any of the foregoing, a “Pro Forma Entity”) for any period, the amount for such period of Consolidated EBITDA of such Pro Forma Entity (determined using such definitions as if references to the Borrower and its Restricted Subsidiaries therein were to such Pro Forma Entity and its Restricted Subsidiaries), all as determined on a consolidated basis for such Pro Forma Entity in a manner not inconsistent with GAAP.

“Acquired Entity or Business” shall have the meaning provided in the definition of the term “Consolidated EBITDA.”

“ Adjusted Eurodollar Rate” shall mean, with respect to any Borrowingdenominated in Euros for any Interest Period, an interest rate per annum equal to (a) theEurodollar Rate for such Interest Period multiplied by (b) the Statutory Reserve; provided that ifthe Adjusted Eurodollar Rate as so determined would be less than the Floor, such rate shall bedeemed to be equal to the Floor for purposes of this Agreement.

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“ Adjusted Term SOFR” shall mean, with respect to any Borrowing denominated inDollars for any Interest Period, an interest rate per annum equal to (a) Term SOFR for suchcalculation plus (b) the Term SOFR Adjustment; provided that if Adjusted Term SOFR as sodetermined shall ever be less than the Floor, then Adjusted Term SOFR shall be deemed to be theFloor .

“Adjusted Total Revolving Credit Commitment” shall mean at any time the Total Revolving Credit Commitment less the aggregate Revolving Credit Commitments of all Defaulting Lenders.

“Adjusted Total Term Loan Commitment” shall mean at any time the Total Term Loan Commitment less the Term Loan Commitments of all Defaulting Lenders.

“Administrative Agent” shall mean Citi, as the administrative agent for the Lenders under this Agreement and the other Credit Documents, or any successor administrative agent pursuant to Section 13.

“Administrative Agent’s Office” shall mean the Administrative Agent’s (or its designated Affiliate’s) applicable address and, as appropriate, account as set forth on Schedule 13.2, or such other address or account with respect to the Borrower as the Administrative Agent may from time to time notify to the Borrower and the Lenders.

“Administrative Questionnaire” shall have the meaning provided in Section 13.6(b). “Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly

controlling, controlled by, or under direct or indirect common control with such Person. A Person shall be deemed to control another Person if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such other Person, whether through the ownership of voting securities, by contract or otherwise. “Controlling” (“controlling”) and “controlled” shall have meanings correlative thereto.

“Affiliated Institutional Lender” shall mean any investment fund or entity managed or advised by Affiliates of a Sponsor that is a bona fide debt fund and that extends credit or buys loans in the ordinary course of business.

“Affiliated Lender” shall mean a Lender that is a Sponsor or any Affiliate thereof, other than (x) Holdings, any Subsidiary of Holdings or the Borrower, (y) any Affiliated Institutional Lender or

(z) any natural person.

“Agent Party” and “Agent Parties” shall have the meanings provided in Section 13.17. “Agents”    shall mean the Administrative Agent, the Collateral Agent, each

Co-Syndication Agent, each Co-Documentation Agent and each Joint Lead Arranger and Joint Bookrunner.

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5.2(a).

Section 5.2(a).

“Aggregate Multicurrency Exposures” shall have the meaning provided in Section “Aggregate Revolving Credit Outstandings” shall have the meaning provided in

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“Agreement” shall mean this Third Amended and Restated Credit Agreement, asamended by the First Amendment and Second Amendment andas the same may be furtheramended, supplemented or otherwise modified from time to time.

“Alternative Currency” shall mean (a) Euro, (b) Sterling and (c) any other currency that is freely transferable and convertible into Dollars in the London interbank eurodollar market , and that has been requested by the Borrower in a notice to the Administrative Agent and agreed upon by the Administrative Agent and all Revolving Credit Lenders in respect of Revolving Credit Loans and each applicable Letter of Credit Issuer in respect of Letters of Credit.

“ Anti-Corruption Laws” shall mean all laws, rules and regulations of any jurisdiction applicable to the Borrower or any of its Subsidiaries from time to time concerning or relating to bribery or corruption.

“Applicable ABR Margin” shall mean at any date, with respect to each ABR Loan that is a Series 2024 Revolving Credit Loan or a Series 2024 Swingline Loan, the applicable percentage per annum set forth below based upon the Status in effect on such date.

Status	Applicable ABR Margin for Series 2024 Revolving Credit Loans and Series 2024 Swingline Loans
Level I Status	1.50%
Level II Status	1.25%
Level III Status	1.00%
Level IV Status	0.75%

Notwithstanding the foregoing, Level II Status shall apply during the period from and including the Closing Date to, but excluding, the Trigger Date. The Applicable ABR Margin for any Term Loan shall be set forth in the respective Joinder Agreement.

“Applicable Amount” shall mean, at any time (the “Applicable Amount Reference Time”), an amount equal to:

(a)an amount (which shall not be less than zero) equal to 50% of Cumulative Consolidated Net Income of the Borrower and the Restricted Subsidiaries for the period from the first day of the first fiscal quarter commencing after the Closing Date until the last day of the then most recent fiscal quarter or Fiscal Year, as applicable, for which Section 9.1 Financials have been delivered; provided, however, if (i) the Consolidated Total Debt to Consolidated EBITDA Ratio is less than or equal to 2.50 to 1.00 as of the last day of a fiscal quarter and (ii) the Borrower or any Restricted Subsidiary has utilized capacity under Section 10.5(x), Section 10.6(i) or Section 10.7(a)(iii) during such fiscal quarter, the amount equal to 50% of the Cumulative Net Income of the Borrower and its Restricted Subsidiaries for such fiscal quarter shall not exceed the Limited Applicable Amount;    minus

(b)the sum, without duplication, of:

(i)the aggregate amount of Investments made pursuant to Section10.5(g)(vi)(y) and Section 10.5(s)(z) following the Closing Date and prior to the Applicable Amount Reference Time;

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(ii)the aggregate amount of dividends pursuant to Section 10.6(c)(ii)(z) following the Closing Date and prior to the Applicable Amount Reference Time; and

(iii)the aggregate amount of prepayments, repurchases and redemptions of any Permitted Additional Debt pursuant to Section 10.7(a)(i)(B)(II)(3) following the Closing Date and prior to the Applicable Amount Reference Time.

“Applicable Date” shall mean (i) with respect to any fiscal quarter commencing on January 1 of any year, the last Business Day of March of such year, (ii) with respect to any fiscal quarter commencing on April 1 of any year, the last Business Day of June of such year, (iii) with respect to any fiscal quarter commencing on July 1 of any year, the last Business Day of September of such year and

(iv)with respect to any fiscal quarter commencing on October 1 of any year, the last Business Day of December of such year.

“Applicable Equity Amount” shall mean, at any time (the “Applicable Equity Amount Reference Time”), an amount equal to, without duplication, (a) 100% of the aggregate amount of cash and the fair market value (determined in good faith by the Borrower) of marketable securities or other assets contributed to, or any proceeds of an equity issuance received by, the Borrower or any Guarantor from any Person other than the Borrower or any Subsidiary thereof, and the fair market value of the equity of any Person other than the Borrower or any Subsidiary of the Borrower that is merged (in a merger where the only consideration is Stock of the Borrower (excluding Disqualified Stock)) with (A) a Guarantor or (B) any other Restricted Subsidiary (provided that with respect to any merger of such Person with any Restricted Subsidiary other than a Guarantor, such transaction shall be treated for purposes of this Agreement, including the definition of “Applicable Equity Amount” and Section 10.5, as (x) the merger of such Person with a Guarantor, immediately followed by (y) an Investment, in an amount equal to the fair market value of the equity of such Person, by such Guarantor in such Restricted Subsidiary, and such Investment shall be required to comply with Section 10.5), in each case, from and including the Business Day immediately following the Closing Date through and including the Applicable Equity Amount Reference Time, including (i) proceeds from the issuance of Stock or Stock Equivalents of any direct or indirect holding company of the Borrower and (ii) 100% of the aggregate fair market value of any marketable securities or other assets contributed to the Borrower or any Guarantor other than by the Borrower or a Subsidiary, but excluding in any case all proceeds from the issuance of Disqualified Stock (provided that for purposes of Section 10.6 the Applicable Equity Amount shall only be increased by the amount of capital contributions made in cash to, or cash proceeds of any equity issuance received by, the Borrower) minus (b) the sum, without duplication, of:

(i)the aggregate amount of Investments made pursuant to Section10.5(g)(vi)(x) and Section 10.5(s)(y) following the Closing Date and prior to the Applicable Equity Amount Reference Time;

(ii)the aggregate amount of dividends pursuant to Section 10.6(c)(ii)(y) following the Closing Date and prior to the Applicable Equity Amount Reference Time; and

(iii)the aggregate amount of prepayments, repurchases and redemptions of any Permitted Additional Debt pursuant to Section 10.7(a)(i)(B)(II)(2) following the Closing Date and prior to the Applicable Amount Reference Time.

“Applicable LIBOR Margin” shall mean, at any date, with respect to each

LIBOREurodollar Rate Loan, RFR Loan and Term SOFRLoan that is a Series 2024 Revolving

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Credit Loan, the applicable percentage per annum set forth below based upon the Status in effect on such date.

Status	Applicable LIBOR for Series 2024Revolving CreditMargin for Eurodollar RateLoans/Term SOFR Loans/RFRLoans
Level I Status	2.50%
Level II Status	2.25%
Level III Status	2.00%
Level IV Status	1.75%

Notwithstanding the foregoing, Level II Status shall apply during the period from and including the Closing Date to, but excluding, the Trigger Date. The Applicable LIBORTerm SOFRMargin for any Term Loan shall be set forth in the respective Joinder Agreement.

“Applicable Period” shall have the meaning provided in Section 1.7.

“Approved Fund” shall mean any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“ASC” shall mean accounting standards codification under GAAP, as in effect from time

to time.

“Assignment and Acceptance” shall mean an assignment and acceptance substantially

in the form of Exhibit G, or such other form as may be approved by the Administrative Agent.

“Authorized Officer” shall mean the President, the Chief Executive Officer, the Chief Financial Officer, the Chief Administrative Officer, the Chief Operating Officer, the Treasurer, the Vice President of Treasury, any Senior Vice President, or any other senior officer of the Borrower (and including any substantially equivalent officer) designated as such in writing to the Administrative Agent by the Borrower.

“Available Commitment” shall mean, with respect to the Revolving Credit Lenders, collectively, at any time of determination, an amount equal to the excess, if any, of (a) the amount of the Total Revolving Credit Commitment over (b) the sum of (i) the aggregate Dollar Equivalent principal amount of all Revolving Credit Loans (but not Swingline Loans) then outstanding and (ii) the aggregate Letter of Credit Outstandings at such time (the “Available Revolving Commitment”).

“Available Revolving Commitment” shall have the meaning provided in the definition of “Available Commitment”.

“ Available Tenor” shall mean, as any date of determination and with respect to thethen-current Benchmark, as applicable, (x) if such Benchmark is a term rate, any tenor for suchBenchmark (or component thereof) that is or may be used for determining the length of an interestperiod pursuant to this Agreement or (y) otherwise, any payment period for interest calculationwith reference to such Benchmark (or component thereof) that is or may be used for determiningany frequency of making payments of interest calculated with reference to such Benchmarkpursuant to this Agreement, in each case, as of such date and not including, for the avoidance of

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doubt, any tenor for such Benchmark that is then-removed from the definition of “ Interest Period”pursuant to Section 2.10(c)(i).

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

“Bail-In Legislation” means, 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 for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“Bankruptcy Code” shall have the meaning provided in Section 11.5.

“Barclays Letter of Credit Issuer” shall have the meaning provided in the definition of “Letter of Credit Issuer”.

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

“ Benchmark” shall mean, initially, (a) with respect to amounts denominated inDollars, the Term SOFR Reference Rate, (b) with respect to amounts denominated in Sterling,SONIA and (c) with respect to amounts denominated in Euro, Eurodollar Rate; provided that if aBenchmark Discontinuance Event has occurred with respect to the then-current Benchmark, then“ Benchmark” shall mean the applicable Replacement Benchmark to the extent such ReplacementBenchmark has replaced such prior benchmark rate pursuant to Section 2.10(c). Any reference to“ Benchmark” shall include, as applicable, the published component used in the calculation thereof.

“Benchmark Discontinuance Event” shall mean the occurrence of one or more of the following events with respect to LIBO Screen Ratethe then-current Benchmark:

(1)a public statement or publication of information by or on behalf of the administrator of LIBO Screen Ratesuch Benchmarkannouncing that such administrator has ceased or will cease to provide LIBO Screen Rateall Available Tenors of such Benchmark, permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator that will continue to provide LIBO Screen Rateany Available Tenor of such Benchmark;

(2)a public statement or publication of information by the regulatory supervisor for the administrator of LIBO Screen Ratesuch Benchmark, the U.S. Federal Reserve SystemBoard, theFederal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for LIBO Screen Ratesuch Benchmark, a resolution authority with jurisdiction over the administrator for LIBO Screen Ratesuch Benchmarkor a court or an entity with similar insolvency or resolution authority over the administrator for LIBO Screen Ratesuch Benchmark, which states that the administrator of LIBO Screen Ratesuch Benchmarkhas ceased or will cease to provide LIBO ScreenRateall Available Tenors of such Benchmarkpermanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator that will continue to provide LIBOScreen Rateany Available Tenor of such Benchmark;

(3)a LIBO Screen Rate isall Available Tenors of such Benchmark arenot published by the administrator for five consecutive Business Days and such failure is not the result of a temporary moratorium, embargo or disruption declared by the administrator LIBO Screen Rateof such

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Benchmarkor by the regulatory supervisor for the administrator of LIBO Screen RatesuchBenchmark;

(4)a public statement or publication of information by the administrator of LIBOScreen Ratesuch Benchmarkthat it has invoked or will invoke, permanently or indefinitely, its insufficient submissions policy; or

(5)a public statement by the regulatory supervisor for the administrator of LIBOScreen Ratesuch Benchmarkor any Governmental Authority having jurisdiction over the Administrative Agent announcing that LIBO Screen Rate is no longer all available Tenors of suchBenchmark are not, or as of a specific future date will not be ,representative or may no longer be used.

“Benchmark Replacement Date” shall mean (a) for purposes of clauses (1) and (2) of the definition of “Benchmark Discontinuance Event,” the later of (i) the date of such public statement or publication of information and (ii) the date on which the administrator of LIBO Screen RatesuchBenchmarkpermanently or indefinitely ceases to provide LIBO Screen Rateall Available Tenors ofsuch Benchmark, (b) for purposes of clause (3) of the definition of “Benchmark Discontinuance Event,” the first Business Day following such five consecutive Business Days, (c) for purposes of clause (4) of the definition of “Benchmark Discontinuance Event,” the later of (i) the date of such public statement or publication of information and (ii) the date such insufficient submissions policy is invoked, and (d) for purposes of clause (5) of the definition of “Benchmark Discontinuance Event,” the later of (i) the date of such public statement and (ii) the date as of which LIBORthe then-current Benchmarkmay no longer be used (or, if applicable, is no longer representative).

“Benchmark Transition Determination” shall mean:

(A)(i) the determination of the Administrative Agent (which determination shall be conclusive absent manifest error) that one or more Benchmark Discontinuance Events has occurred with respect to LIBO Screen Ratethe then-current Benchmark, or (ii) the notification by the Borrower or Required Lenders to the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower) that the Borrower or Required Lenders, as applicable, have determined that one or more Benchmark Discontinuance Events has occurred with respect to LIBO Screen Rate; orsuchBenchmark.

(B)(i) the determination of the Administrative Agent (which determination shall be conclusive absent manifest error) or (ii) the notification by the Required Lenders to the Administrative Agent (with a copy to the Borrower) that the Required Lenders have determined that U.S. dollar-denominated syndicated loans being executed at such time, or that include language similar to that contained in Section 2.10(c), are being executed or amended to incorporate or adopt a new benchmark interest rate to replace LIBO Screen Rate, and the Administrative Agent has, or the Required Lenders have, as applicable, elected in its or their discretion to make a Benchmark Transition Determination by written notice to the Borrower and the Lenders or to the Administrative Agent, Borrower and Lenders, respectively.

“Benchmark Transition Start Date” shall mean (a) for purposes of a Benchmark Discontinuance Event pursuant to clause (A) of the definition of “ Benchmark TransitionDetermination”, the earlier of (i) the applicable Benchmark Replacement Date and (ii) if such Benchmark Discontinuance Event is a statement or publication of a prospective event, the 90th day prior to the expected date of such event as of such statement or publication (or if the expected date of such prospective event is fewer than 90 days after such statement or publication of information, the date of

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such statement or publication of information) and (b) for purposes of clause (B) of the definition of“ Benchmark Transition Determination”, the date specified by the Administrative Agent or theRequired Lenders, as applicable, by notice to the Borrower, the Administrative Agent (in the caseof such notice by the Required Lenders) and the Lenders..

“Benchmark Unavailability Period” shall mean the period (xa) beginning at the time that either (A) a Benchmark Replacement Date has occurred or (B) a LIBO Screen Rate is notpublished by the administrator of LIBO Screen Rate, if, at any such time, either (i) no amendment to this Agreement setting forth a Replacement Benchmark has been made effective or (ii) in the determination of the Administrative Agent, adequate and reasonable means do not exist for determining the Replacement Benchmark that has replaced LIBO Screen Ratethe then-current Benchmark for allpurposespursuant to a then-effective amendment to this Agreement and (yb) ending at the time that either (A) both (i) an amendment to this Agreement setting forth a Replacement Benchmark has been made effective and (ii) in the determination of the Administrative Agent, adequate and reasonable means exist for determining the Replacement Benchmark that has replaced LIBO Screen Ratethe then-currentBenchmarkpursuant to a then-effective amendment to this Agreement or (B) solely with respect to aperiod beginning pursuant to clause (x)(B) of this definition, a LIBO Screen Rate is published bythe administrator of LIBO Screen Rate.

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

“BMO Letter of Credit Issuer” shall have the meaning provided in the definition of “Letter of Credit Issuer”.

“Board” shall mean the Board of Governors of the Federal Reserve System of the United States (or any successor).

“Borrower” shall have the meanings provided in the preamble to this Agreement. “Borrowing” shall mean and include

(a)the incurrence of Swingline Loans from the Swingline Lender on a given date;

and

(b)the incurrence of one Class and Type of Loan on a given date (or resulting from conversions on a given date) having a single Maturity Date and, in the case of LIBORTerm SOFRTerm Loans and Eurodollar Rate Loans, the same Interest Period.

“Business Day” shall mean any day excluding Saturday, Sunday and any day that in the jurisdiction where the Administrative Agent’s Office for Loans in Dollars is located shall be a legal holiday or a day on which banking institutions in New York City are authorized by law or other governmental actions to close; provided, however,

(a)if such day relates to any interest rate settings as to a LIBORTerm SOFRLoan denominated in Dollars, any fundings, disbursements, settlements and payments in Dollars in respect of any such LIBOR Loan, or any other dealings in Dollars to be carried out pursuant to this Agreement in respect of any such LIBOR Loan, such day shall be a day on which dealingsin deposits in Dollars are conducted by and between banks in the London interbankeurodollar marketU.S. Government Securities Business Day;

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(b)if such day relates to any interest rate settings as to a LIBOR LoanEurodollarRate Loansdenominated in Euro, any fundings, disbursements, settlements and payments in Euro in respect of any such LIBOREurodollar RateLoan, or any other dealings in Euro to be carried out pursuant to this Agreement in respect of any such LIBOREurodollar RateLoan, such day shall be a TARGET Day; and

(c)if such day relates to any interest rate settings as to a LIBOR Loandenominated in Sterling, such day shall be a day on which dealings in deposits in Sterlingare conducted by and between banks in the London interbank market; and

(dc) if such day relates to any interest rate settings as to RFR Loan, any fundings, disbursements, settlements and payments in Sterling in respect of a LIBORan RFRLoan denominated in Sterling, or any other dealings in Sterling to be carried out pursuant to this Agreement in respect of any such LIBORRFRLoan (other than any interest rate settings), such day shall be a day on which banks are open for foreign exchange business in LondonanRFR Business Day.

“Capital Expenditures” shall mean, 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 capital expenditures on a consolidated statement of cash flows of the Borrower and its Subsidiaries.

“Capital Lease” shall mean, 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 is required to be, accounted for as a capital lease on the balance sheet of that Person.

“Capitalized Lease Obligations” shall mean, as applied to any Person, all obligations under Capital Leases of such Person or any of its Subsidiaries, in each case taken at the amount thereof accounted for as liabilities in accordance with GAAP.

“Cash Collateralize” shall have the meaning provided in Section 3.8(d).

“Cash Management Program” shall mean, as to any Person, (a) any purchasing card program established to enable such Person and staff of such Person to purchase goods and supplies from vendors, (b) any travel and entertainment card program, including purchasing card programs, established to enable headquarters and staff of such Person to make payments for expenses incurred related to travel and entertainment and (c) any payments-on-behalf-of (POBO) or receipts-on-behalf-of (ROBO) programs or (d) any other cash management programs involving any agreement or arrangement to provide treasury management, depository, overdraft, letters of credit, automated clearinghouse, electronic funds transfer, cash pooling and similar programs.

“Casualty Event” shall mean, with respect to any property of the Borrower or any Restricted Subsidiary, any loss of or damage to, or any condemnation or other taking by a Governmental Authority of, such property for which the Borrower or any Restricted Subsidiary receives insurance proceeds, or proceeds of a condemnation award or other compensation.

“Change in Law” shall mean (a) the adoption of any law, treaty, order, policy, rule or regulation after the date of this Agreement, (b) any change in any law, treaty, order, policy, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender with any guideline, request, directive or order issued or

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made after the date hereof by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law).

“Change of Control” shall mean and be deemed to have occurred, unless pursuant to a transaction permitted under Section 10.3(h), if (a) any person, entity or “group” (within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended), other than the Permitted Holders, shall at any time have acquired direct or indirect beneficial ownership of a percentage of the voting power of the outstanding Voting Stock of the Borrower that exceeds 35% thereof, unless the Permitted Holders have, at such time, the right or the ability by voting power, contract or otherwise to elect or designate for election at least a majority of the board of directors of the Borrower; or (b) a Change of Control (as defined in the 2025 Indenture) shall have occurred.

“Citi Letter of Credit Issuer” shall have the meaning provided in the definition of “Letter of Credit Issuer”.

“Class”, when used in reference to any Loan or Borrowing, shall refer to whether such Loan, or the Loans comprising such Borrowing, are Revolving Credit Loans (of a particular Series, including the Series 2024 Revolving Credit Loans), Term Loans (of a particular Series) and, when used in reference to any Commitment, refers to whether such Commitment is a Revolving Credit Commitment (including Swingline Commitment) (of a particular Series, including the Series 2024 Revolving Credit Commitment) or a Term Loan Commitment (of a particular Series).

“Closing Date” shall mean October 7, 2019.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder. Section references to the Code are to the Code, as in effect at the date of this Agreement, and any subsequent provisions of the Code, amendatory thereof, supplemental thereto or substituted therefor.

“Collateral” shall mean all property pledged or purported to be pledged to secure Obligations pursuant to the Security Documents.

“Collateral Agent” shall mean Citi, as collateral agent under the Security Documents, or any successor collateral agent pursuant to Section 12.

“Commitments” shall mean, with respect to each Lender (to the extent applicable, and including each Class of Commitments), such Lender’s Term Loan Commitment and Revolving Credit Commitment.

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

“Communications” shall have the meaning provided in Section 13.17. “Confidential Information” shall have the meaning provided in Section 13.16.

“Consolidated EBITDA” shall mean, for any period, Consolidated Net Income for such

period, plus:

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(a)without duplication and to the extent already deducted (and not added back) in arriving at such Consolidated Net Income, the sum of the following amounts for the Borrower and the Restricted Subsidiaries for such period:

(i)total interest expense and to the extent not reflected in such total interest expense, any losses on hedging obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, net of interest income and gains on such hedging obligations, bank fees and costs of surety bonds in connection with financing activities,

(ii)provision for taxes based on income, profits or capital gains, including federal, foreign, state, franchise, excise and similar taxes and foreign withholding Taxes paid or accrued during such period, including any penalties and interest relating to such taxes or any tax examinations,

(iii)depreciation and amortization, including the amortization of deferred financing fees or costs, debt issuance costs, commissions, fees, and expenses, and deferred costs incurred in connection with program development.

(iv)Non-Cash Charges, plus, to the extent deducted in the calculation of Net Income in such period, the cash amount actually paid in such period with respect to items described in clause (d) of the definition of “Non-Cash Charges”,

(v)restructuring charges, severance, business optimization expenses or reserves (including restructuring costs related to acquisitions after the date hereof and to closure and/or consolidation of facilities), limited in the aggregate to 15% of Consolidated EBITDA in any consecutive four-quarter period,

(vi)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 deducted (and not added back) in such period in arriving at Consolidated Net Income,

(vii)[reserved],

(viii)any costs or expenses incurred pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of the Borrower or net cash proceeds of an issuance of Stock or Stock Equivalents of the Borrower (other than Disqualified Stock),

(ix)the amount of net cost savings projected by the Borrower in good faith to be realized as a result of specified actions taken or determined to be taken prior to or during such period (which cost savings shall be subject only to certification by management of the Borrower and shall be calculated on a Pro Forma Basis as though such cost savings 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 (A) such cost savings are reasonably identifiable and factually supportable, (B) such actions have been taken or are to be taken within 12 months after the date of determination to take such action and some portion of the benefit is expected to be realized within 12 months of

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taking such action (provided that if such actions are not taken within 12 months of determination to take such action, or such benefits are not realized within 12 months of taking such action, then such amounts shall be deducted from Consolidated EBITDA as if incurred as of the last day of such 12 month period), (C) no cost savings shall be added pursuant to this clause (ix) to the extent duplicative of any expenses or charges relating to such cost savings that are included in clause (v) above with respect to such period and

(D) the aggregate amount of cost savings added pursuant to this clause (ix) shall not exceed $45,000,000 for any four consecutive quarter period,

(x)to the extent covered by insurance and actually reimbursed, or, so long as the Borrower has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (A) not denied by the applicable carrier in writing within 180 days and (B) in fact reimbursed within 365 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within such 365 days), expenses with respect to liability or casualty events or business interruption,

(xi)any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with any acquisition, investment, recapitalization, asset disposition, issuance or repayment of debt, issuance of equity securities, refinancing transaction or amendment or other modification of any debt instrument (in each case, including any such transaction consummated prior to the Closing Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction,

(xii)any net after-tax effect of income or loss for such period attributable to the early extinguishment of Indebtedness or to hedging obligations or other derivative instruments,

(xiii)the amount of losses on Dispositions of Student Loans in connection with any Permitted Student Loan Securitization Transaction and the amount of losses on Dispositions of account receivables pursuant to Section 10.4(j), and

(xiv)cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing Consolidated 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 EBITDA pursuant to paragraph (b) below for any previous period and not added back;

less

(b)without duplication and to the extent included in arriving at such Consolidated Net Income, the sum of the following amounts for such period:

(i)non-cash gains (excluding any non-cash gain to the extent it represents the reversal of an accrual or reserve for a potential cash item that reduced Consolidated Net Income or Consolidated EBITDA in any prior period),

(ii)gains on asset sales (other than asset sales in the ordinary course of business),

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(iii)any net after-tax income from the early extinguishment of Indebtedness or hedging obligations or other derivative instruments, and

(iv)cash expenditures (or any netting arrangements resulting in increased cash expenditures) not deducted in arriving at Consolidated EBITDA or Consolidated Net Income in any period to the extent non-cash losses relating to such income were added in the calculation of Consolidated EBITDA pursuant to paragraph (a) above for any previous period and not deducted,

in each case, as determined on a consolidated basis for the Borrower and the Restricted Subsidiaries in accordance with GAAP; provided that

(i)to the extent included in Consolidated Net Income, there shall be excluded in determining Consolidated EBITDA currency translation gains and losses related to currency remeasurements of Indebtedness or intercompany balances (including the net loss or gain resulting from Hedge Agreements for currency exchange risk) or currency remeasurements of assets and liabilities denominated in an entity’s non-functional currency that would cause remeasurement gains or losses,

(ii)to the extent included in Consolidated Net Income, there shall be excluded in determining Consolidated EBITDA for any period any adjustments resulting from the application of Statement of Financial Accounting Standards No. 133 and its related pronouncements and interpretations,

(iii)there shall be included in determining Consolidated EBITDA for any period, without duplication, (A) the Acquired EBITDA of any Person or business, or attributable to any property or asset, acquired by the Borrower or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person or business or any Acquired EBITDA attributable to any assets or property, in each case to the extent not so acquired) to the extent not subsequently sold, transferred, abandoned or otherwise disposed by the Borrower or such Restricted Subsidiary (each such Person, business, property or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition or conversion) and (B) an adjustment in respect of each Acquired Entity or Business equal to the amount of the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified in a Pro Forma Adjustment Certificate and delivered to the Lenders and the Administrative Agent, and

(iv)to the extent included in Consolidated Net Income, there shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred, abandoned or otherwise disposed of or closed by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”), and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each, a “Converted Unrestricted Subsidiary”) based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted

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Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition or conversion).

“Consolidated EBITDA to Consolidated Interest Expense Ratio” shall mean, as of any date of determination, the ratio of (a) Consolidated EBITDA for the relevant Test Period to (b) Consolidated Interest Expense for such Test Period.

“Consolidated Financial Statements” shall have the meaning provided in Section 1.8. “Consolidated Interest Expense” shall mean, with respect to any period, without

duplication, the sum of:

(1)consolidated interest expense of the Borrower and its Restricted Subsidiaries for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers’ acceptances, (c) non-cash interest payments (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of obligations in respect of Hedge Agreements or other derivative instruments pursuant to GAAP), (d) the interest component of Capitalized Lease Obligations, and (e) net payments, if any, pursuant to obligations under interest rate Hedge Agreements with respect to Indebtedness, and excluding (i) accretion or accrual of discounted liabilities not constituting Indebtedness, but excluding any such non-cash amount attributable to the Qualified Preferred Stock, (ii) any expense resulting from the discounting of any Indebtedness in connection with the application of recapitalization accounting or, if applicable, purchase accounting, (iii) any “additional interest” with respect to securities, (iv) amortization or write off of deferred financing fees, debt issuance costs, commissions, fees and expenses, (v) any expensing of bridge, commitment and other financing fees, (vi) expenses associated with minority interest put/call arrangements, (vii) penalties and interest on unpaid Taxes, (viii) prepayment premiums and (ix) commissions, discounts, yield protection and other fees and charges (including any interest expense) related to any Permitted Student Loan Securitization Transaction) less (x) the amount equal to interest income, plus

(2)consolidated capitalized interest of the Borrower and its Restricted Subsidiaries for such period, whether paid or accrued; plus

(3)all cash dividends or other cash distributions paid (excluding items eliminated in consolidation) on any series of Preferred Stock during such period; plus

(4)all cash dividends or other cash distributions paid (excluding items eliminated in consolidation) on any series of Disqualified Stock during such period.

For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

“Consolidated Net Income” shall mean, for any period, the net income (loss) of the Borrower and the Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP (minus the amount of dividends made in such period pursuant to Section 10.6(h) and, with respect to any Preferred Stock, Section 10.6(i)), excluding, without duplication,

(a)any after-tax effect of extraordinary, unusual or non-recurring charges and gains (including (x) unusual or non-recurring operating expenses attributable to implementation of cost

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savings initiatives, severance, integration and facilities opening, relocation and transition, consolidation and closing, business optimization, transition, restructuring, and curtailments or modifications to pension and post-retirement employee benefit plans in an aggregate amount not to exceed $30,000,000 in any four consecutive quarter period, and (y) any impairment charges for such period (less all fees and expenses relating thereto)),

(b)Transaction Expenses;

(c)any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with issuance or repayment of debt, issuance of equity securities, refinancing transaction or amendment or other modification of any debt instrument (in each case, including any such transaction consummated prior to the Closing Date and any such transaction undertaken but not completed);

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

(e)the amount of losses on asset sales (other than asset sales made in the ordinary course of business, as determined in good faith by the Borrower), disposals and abandonments, and

(f)solely for the purposes of determining the Applicable Amount, the net income for such period of any Restricted Subsidiary (other than any Guarantor) to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its net income is not at the date of determination wholly permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived; provided that Consolidated Net Income of the Borrower will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) to the Borrower or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein, and

(g)any non-cash charges associated with the Qualified Preferred Stock.

Without duplication of the foregoing, there shall be excluded from Consolidated Net Income for any period the purchase accounting effects of adjustments to inventory, property, equipment, software and other intangible assets and deferred revenue, debt, and other line items in component amounts required or permitted by GAAP and related authoritative pronouncements (including the effects of such adjustments pushed down to the Borrower and the Restricted Subsidiaries), as a result of the IPO, any consummated acquisition whether consummated before or after the Closing Date, or the amortization or write-off of any amounts thereof.

“Consolidated Senior Secured Debt” shall mean, without duplication, Consolidated Total Debt secured by a Lien on any assets of the Borrower or any of its Restricted Subsidiaries (including Capital Lease Obligations) plus any unsecured Indebtedness of Restricted Non-Domestic Subsidiaries incurred pursuant to Section 10.1(w), plus the principal amount of any unsecured Indebtedness of any Restricted Non-Domestic Subsidiary guaranteed by the Borrower solely under Section 10.1(aa)(ii), plus, solely with respect to the calculation of the Consolidated Senior Secured Debt

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to Consolidated EBITDA Ratio for purposes of Section 10.1(w), any unsecured Indebtedness of Borrower or any of its Restricted Domestic Subsidiaries incurred pursuant to Section 10.1(w).

“Consolidated Senior Secured Debt to Consolidated EBITDA Ratio” shall mean, as of any date of determination, the ratio of (a) Consolidated Senior Secured Debt as of such date to (b) Consolidated EBITDA for the Test Period then last ended.

“Consolidated Total Assets” shall mean, as of any date of determination, the amount that would, in conformity with GAAP, be set forth opposite the caption “total assets” (or any like caption) on a consolidated balance sheet of the Borrower and the Restricted Subsidiaries at such date.

“Consolidated Total Debt” shall mean, as of any date of determination, (a) all Indebtedness of the types described in clause (a), clause (b), clause (d) (but, in the case of clause (d), only to the extent of any unreimbursed drawings under any letter of credit), clause (e), clause (f) and clause (h) of the definition thereof (but in the case of clauses (e) and (h), only to the extent the Indebtedness described in such clauses (e) and (h) is or becomes non-contingent), in each case actually owing by the Borrower and the Restricted Subsidiaries on such date and to the extent appearing as a debt or liability on the balance sheet of the Borrower determined on a consolidated basis in accordance with GAAP (provided that the amount of any Capitalized Lease Obligations or any such Indebtedness issued at a discount to its face value shall be determined in accordance with GAAP), minus (b) Unrestricted Cash.

“Consolidated Total Debt to Consolidated EBITDA Ratio” shall mean, as of any date of determination, the ratio of (a) Consolidated Total Debt as of the last day of the relevant Test Period to

(b) Consolidated EBITDA for such Test Period.

“Contractual Requirement” shall have the meaning provided in Section 8.3.

“Converted Restricted Subsidiary” shall have the meaning provided in the definition of the term “Consolidated EBITDA.”

“Converted Unrestricted Subsidiary” shall have the meaning provided in the definition of the term “Consolidated EBITDA.”

“Covered Entity” means any of the following:

(i)a “covered entity” as that term is defined in, and interpreted in accordance with, 12

C.F.R. § 252.82(b);

(ii)a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R.

§ 47.3(b); or

(iii)a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R.

§ 382.2(b).

“Covered Party” shall have the meaning provided in Section 13.23.

“Credit Documents” shall mean this Agreement, the Guarantee, the Security Documents, the Second Amendment, any promissory notes issued by the Borrower hereunder, any documents or certificates executed by the Borrower in favor of the Letter of Credit Issuer in relation to any Letter of Credit, and all other documents, instruments or agreements executed and delivered by a

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Credit Party for the benefit of any Agent, Letter of Credit Issuer or any other Secured Party in connection herewith.

“Credit Event” shall mean and include the making (but not the conversion or continuation) of a Loan and the issuance of a Letter of Credit.

“Credit Facility” shall mean a category of Commitments and extensions of credit

thereunder.

“Credit Party” shall mean the Borrower, each Guarantor and each U.S. Institution

Subsidiary required to pledge its assets or provide a guarantee pursuant to Section 9.11 or 9.12 hereof (or which does pledge its assets or provide a guarantee).

“Credit Suisse Letter of Credit Issuer” shall have the meaning provided in the definition of “Letter of Credit Issuer”.

“Cumulative Consolidated Net Income” shall mean, for any period, Consolidated Net Income for such period, taken as a single accounting period. Cumulative Consolidated Net Income may be a positive or negative amount.

“ Daily Simple RFR” shall mean, for any day (an “ RFR Rate Day”), a rate perannum equal to, for any Obligations, interest, fees, commissions or other amounts denominated in,or calculated with respect to, Sterling, the greater of (i) SONIA for the day (such day “ Day i”) thatis 5 RFR Business Days prior to (A) if such RFR Rate Day is an RFR Business Day, such RFR RateDay or (B) if such RFR Rate Day is not an RFR Business Day, the RFR Business Day immediatelypreceding such RFR Rate Day, in each case, as such SONIA is published by the SONIAAdministrator on the SONIA Administrator’s Website, plus the SONIA Adjustment and (ii) theFloor. If by 5:00 pm (local time for the applicable RFR) on the second (2nd) RFR Business Dayimmediately following any Day i, the RFR in respect of such Day i has not been published on theapplicable RFR Administrator’s Website and a Benchmark Replacement Date with respect to theapplicable Daily Simple RFR has not occurred, then the RFR for such Day i will be the RFR aspublished in respect of the first preceding RFR Business Day for which such RFR was publishedon the RFR Administrator’s Website; provided that any RFR determined pursuant to thissentence shall be utilized for purposes of calculation of Daily Simple RFR for no more than three

(3) consecutive RFR Rate Days. Any change in Daily Simple RFR due to a change in the applicable

RFR shall be effective from and including the effective date of such change in the RFR withoutnotice to the Borrower .

“ Daily Simple SOFR” shall mean, for any day (a “ SOFR Rate Day”), a rate perannum equal to the greater of (a) (i) SOFR for the day (such day “ i”) that is 5 U.S. GovernmentSecurities Business Days prior to (x) if such SOFR Rate Day is a U.S. Government SecuritiesBusiness Day, such SOFR Rate Day or (y) if such SOFR Rate Day is not a U.S. GovernmentSecurities Business Day, the U.S. Government Securities Business Day immediately preceding suchSOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFRAdministrator’s Website plus (ii) the Term SOFR Adjustment on such day (or if such day is not aBusiness Day, the immediately preceding Business Day) and (b) the Floor. If by 5:00 pm (NewYork City time) on the second (2nd) U.S. Government Securities Business Day immediatelyfollowing any day “ i”, the SOFR in respect of such day “ i” has not been

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published on the SOFRAdministrator’s Website and a Benchmark Replacement Date with respect to the Daily SimpleSOFR has not occurred, then the SOFR for such day “ i” will be the SOFR as published in respectof the first preceding U.S. Government Securities Business Day for which such SOFR was

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published on the SOFR Administrator’s Website; provided that any SOFR determined pursuant tothis sentence shall be utilized for purposes of calculation of Daily Simple SOFR for no more thanthree (3) consecutive SOFR Rate Days. Any change in Daily Simple SOFR due to a change inSOFR shall be effective from and including the effective date of such change in SOFR withoutnotice to the Borrower .

“Default” shall mean any event, act or condition that with notice or lapse of time, or both, would constitute an Event of Default.

“Default Rate” shall have the meaning provided in Section 2.8(ce).

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

“Defaulting Lender” means, at any time, a Lender (i) that has failed for two Business Days or more to comply with its obligations under this Agreement to make a loan or make a payment in respect of an L/C Borrowing or make a payment in respect of a Swingline Loan (each a “fundingobligation”) (unless the subject of a good faith dispute with regard to satisfaction of conditions precedent to funding, which good faith dispute has been specifically identified by such Lender to the Administrative Agent), or (ii) that has notified the Administrative Agent, or has stated publicly, that it does not intend or expect to comply with any such funding obligation (unless the subject of a good faith dispute with regard to satisfaction of conditions precedent to funding, which good faith dispute has been specifically identified by such Lender to the Administrative Agent), or (iii) that has failed, within three Business Days after request by the Administrative Agent, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will, and is financially able to, comply with its funding obligations (unless the subject of a good faith dispute with regard to satisfaction of conditions precedent to funding, which good faith dispute has been specifically identified by such Lender to the Administrative Agent), provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (iii) upon the Administrative Agent’s receipt of such certification in form and substance satisfactory to it, or (iv) with respect to which a Lender Insolvency Event has occurred and is continuing with respect to such Lender (provided that neither the reallocation of funding obligations provided for in Section 2.18 as a result of a Lender being a Defaulting Lender nor the performance by Non-Defaulting Lenders of such reallocated funding obligations shall by themselves cause the relevant Defaulting Lender to become a Non-Defaulting Lender), or (v) has, or has a direct or indirect parent company that has, become the subject of a Bail-In Action. Any determination that a Lender is a Defaulting Lender under clauses (i) through (v) above shall be made by the Administrative Agent in its sole discretion acting in good faith. The Administrative Agent will promptly notify all parties hereto of any determination that a Lender has become a Defaulting Lender.

“Designated Non-Cash Consideration” means the Fair Market Value of non-cash consideration received by the Borrower or a Restricted Subsidiary in connection with a Disposition that is so designated as Designated Non-Cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of the Borrower, less the amount of cash or Permitted Investments received in connection with a subsequent sale of or collection on such Designated Non-Cash Consideration.

“Disposed EBITDA” shall mean, with respect to any Sold Entity or Business or any Converted Unrestricted Subsidiary for any period, the amount for such period of Consolidated EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary (determined as if references to the Borrower and the Restricted Subsidiaries in the definition of Consolidated EBITDA were references to such Sold Entity or Business or Converted Unrestricted Subsidiary and its respective Subsidiaries), all as

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determined on a consolidated basis for such Sold Entity or Business or Converted Unrestricted Subsidiary, as the case may be.

“Disposition” shall have the meaning provided in Section 10.4(b).

“Disqualified Stock” shall mean, with respect to any Person, any Stock or Stock Equivalents of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than solely for Stock or Stock Equivalents that is not Disqualified Stock), other than as a result of a change of control or asset sale, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than as a result of a change of control or asset sale or if such repurchase or redemption is otherwise permitted by this Agreement (including as a result of a waiver hereunder)), in whole or in part, in each case prior to the date that is ninety-one (91) days after any extension of the Revolving Credit Maturity Date); provided that if such Stock or Stock Equivalents are issued to any plan for the benefit of employees of the Borrower or its Subsidiaries or by any such plan to such employees, such Stock or Stock Equivalents shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Borrower or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations; provided, further, that any Stock or Stock Equivalents held by any future, present or former employee, director, manager or consultant of the Borrower, any of its Subsidiaries or any of its direct or indirect parent companies or any other entity in which the Borrower or a Restricted Subsidiary has an Investment and is designated in good faith as an “affiliate” by the board of directors of the Borrower, in each case pursuant to any stockholders’ agreement, management equity plan or stock incentive plan or any other management or employee benefit plan or agreement, shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Borrower or its Subsidiaries. Notwithstanding the foregoing, in no event shall Qualified Preferred Stock constitute “Disqualified Stock”.

“Disregarded Entity” shall mean any Domestic Subsidiary that is disregarded for U.S. federal income tax purposes.

“DOE Letter of Credit” shall mean each Letter of Credit or third-party letter of credit issued to the U.S. Department of Education or other applicable department or agency of the United States of America, at the request of the Borrower, and for the direct or indirect benefit of, the Borrower or any Restricted Subsidiary.

“Dollar Equivalent” of any amount shall mean, at the time of determination thereof, (a) if such amount is expressed in Dollars, such amount, (b) if such amount is expressed in an Alternative Currency, the equivalent of such amount in Dollars determined by using the rate of exchange for the purchase of the Dollars with the Alternative Currency in the London foreign exchange market at or about 11:00 a.m. London time (or New York time, as applicable) on a particular day as displayed by ICE Data Services as the “ask price”, or as displayed on such other information service which publishes that rate of exchange from time to time in place of ICE Data Services (or if such service ceases to be available, the equivalent of such amount in Dollars as determined by the Agent using any method of determination it deems appropriate in its sole discretion; in each case, the “Screen Rate”) and (c) if such amount is denominated in any other currency, the equivalent of such amount in Dollars as determined by the Agent using any method of determination it deems appropriate in its sole discretion.

“Dollars” and “$” shall mean dollars in lawful currency of the United States of America. “Domestic Subsidiary” shall mean each Subsidiary of the Borrower that is organized

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under the laws of the United States, any state or territory thereof, or the District of Columbia; provided

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that any Subsidiary of a Non-Domestic Subsidiary shall be deemed to be a Non-Domestic Subsidiary, and not a Domestic Subsidiary, regardless of its jurisdiction of organization.

“Dormant Subsidiary” shall mean (a) each Subsidiary on Schedule 1.1(g) and (b) any Subsidiary subsequently designated as a Dormant Subsidiary by the Borrower in a written notice to the Administrative Agent, provided that in the case of (b), (x) such designation shall be deemed to be an Investment on the date of such designation in an amount equal to the net book value of the Borrower’s direct or indirect investment therein and such designation shall be permitted only to the extent permitted under Section 10.5 on the date of such designation and (y) no Default or Event of Default would result from such designation after giving Pro Forma Effect thereto.

“Drawing” shall have the meaning provided in Section 3.4(b).

“Dutch Deed of Pledge of Receivables” means that certain Security Agreement, dated as of April 26, 2017, among the Borrower, Laureate Education International Ltd, a Delaware corporation (which subsequently merged into the Borrower), the Collateral Agent and Fleet Street International Universities C.V. represented by its General Partner, Fleet Street International University Holdings, LLC, as the same may be amended, supplemented or otherwise modified from time to time.

“Dutch Security Documents” means (i) the Dutch Pledge of Deed of Receivables and

(ii) any documents governed by Dutch law executed by the Borrower or any Subsidiary and granting or purporting to grant a pledge or create or perfect a security interest in favor of the Collateral Agent for the benefit of the Secured Parties.

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

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

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

“EMU” shall mean the economic and monetary union in accordance with the Treaty of Rome 1957, as amended by the Single European Act 1986, the Maastricht Treaty of 1992, the Amsterdam Treaty of 1998, the Nice Treaty of 2001 and the Lisbon Treaty of 2007 and as amended from time to time.

“EMU Legislation” shall mean the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency.

“Environmental Claims” shall mean any and all actions, suits, orders, decrees, demands, demand letters, claims, liens, notices of noncompliance, violation or potential responsibility or investigation (other than internal reports prepared by the Borrower or any of its Subsidiaries (a) in the ordinary course of such Person’s business or (b) as required in connection with a financing transaction or an acquisition or disposition of real estate) or proceedings relating in any way to any Environmental Law

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or any permit issued, or any approval given, under any such Environmental Law (hereinafter, “Claims”), including, without limitation, (i) any and all Claims by governmental or regulatory authorities for enforcement, cleanup, removal, response, remedial or other actions or damages pursuant to any applicable Environmental Law and (ii) any and all Claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief relating to the presence, release or threatened release of Hazardous Materials or arising from alleged injury or threat of injury to health or safety (to the extent relating to human exposure to Hazardous Materials), or the environment including, without limitation, ambient air, surface water, groundwater, land surface and subsurface strata and natural resources such as wetlands.

“Environmental Law” shall mean any applicable federal, state, foreign or local statute, law, rule, regulation, ordinance, code and rule of common law now or hereafter in effect and in each case as amended, and any binding judicial or administrative interpretation thereof, including any binding judicial or administrative order, consent decree or judgment, relating to the protection of the environment, including, without limitation, ambient air, surface water, groundwater, land surface and subsurface strata and natural resources such as wetlands, or human health or safety (to the extent relating to human exposure to Hazardous Materials), or Hazardous Materials.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time. Section references to ERISA are to ERISA as in effect at the date of this Agreement and any subsequent provisions of ERISA amendatory thereof, supplemental thereto or substituted therefor.

“ERISA Affiliate” shall mean each person (as defined in Section 3(9) of ERISA) that together with the Borrower would be deemed to be a “single employer” within the meaning of Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

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

“ EURIBO Rate” has the meaning assigned to such term in the definition of“ Eurodollar Rate”.

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

“ Eurodollar Rate Loan” shall mean any Eurodollar Term Loan or Eurodollar RateRevolving Credit Loan.

“ Eurodollar Rate” shall mean, with respect to any Eurodollar Rate Loandenominated in Euros for any Interest Period, (i) the rate per annum determined by theAdministrative Agent to be the offered rate which appears on the page of the Reuters Screen whichdisplays the European interbank offered rate administered by the Banking Federation of theEuropean Union (such page currently being the EURIBOR01) (the “ EURIBO Rate”) for deposits(for delivery on the first day of such Interest Period) with a term equivalent to such Interest Periodin Euros, determined as of approximately 11:00 a.m. (Brussels, Belgium time), two Business Daysprior to the commencement of such Interest Period, or

(ii) in the event the rate referenced in the preceding clause (i) does not appear onsuch page or service or if such page or service shall cease to be available, the rate determined by

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the Administrative Agent to be the offered rate on such other page or other service which displaysthe EURIBO Rate for deposits (for delivery on the first day of such Interest Period) with a termequivalent to such Interest Period in Euros, determined as of approximately 11:00 a.m. (London,England time) two Business Days prior to the commencement of such Interest Period;

provided that if EURIBO Rates are quoted under either of the preceding clauses (i)or (ii), but there is no such quotation for the Interest Period elected, the EURIBO Rate shall beequal to the Interpolated Rate; provided, further, that if any such rate determined pursuant to thepreceding clauses (i) or (ii) is below the Floor, the Eurodollar Rate will be deemed to be the Floor .

“ Eurodollar Rate Revolving Credit Loan” shall mean any Revolving Credit Loanbearing interest at a rate determined by reference to the Eurodollar Rate.

“ Eurodollar Term Loan” shall mean any Term Loan bearing interest at a ratedetermined by reference to the Eurodollar Rate.

“Event of Default” shall have the meaning provided in Section 11.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Excluded Stock and Stock Equivalents” shall mean (i) any Stock or Stock Equivalents with respect to which, in the reasonable judgment of the Collateral Agent (confirmed in writing by notice to the Borrower), the cost or other consequences (including any adverse tax consequences) of pledging such Stock or Stock Equivalents in favor of the Secured Parties under the Security Documents shall be excessive in view of the benefits to be obtained by the Lenders therefrom,

(ii) solely in the case of any pledge of Voting Stock of any Non-Domestic Subsidiary to secure the Obligations, any Stock or Stock Equivalents of any class of such Non-Domestic Subsidiary in excess of 65% of the outstanding Stock or Stock Equivalents of such class (such percentage to be adjusted upon a Change in Law as may be required to avoid adverse U.S. federal income tax consequences to the Borrower or any Subsidiary), (iii) any Stock or Stock Equivalents to the extent the pledge thereof would violate any applicable Requirement of Law, (iv) in the case of (A) any Stock or Stock Equivalents of any Subsidiary to the extent such Stock or Stock Equivalents are subject to a Lien permitted by Section10.2(g) or (B) any Stock or Stock Equivalents of any Subsidiary that is not wholly-owned by the Borrower and its Subsidiaries at the time such Subsidiary becomes a Subsidiary, any Stock or Stock Equivalents of each such Subsidiary described in clause (A) or (B) to the extent (x) that a pledge thereof to secure the Obligations is prohibited by any applicable Contractual Requirement (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code or other applicable law), (y) any Contractual Requirement prohibits such a pledge without the consent of any other party; provided that this clause (y) shall not apply if (I) such other party is a Credit Party or wholly-owned Subsidiary or (II) consent has been obtained to consummate such pledge (it being understood that the foregoing shall not be deemed to obligate the Borrower or any Subsidiary to obtain any such consent) and for so long as such Contractual Requirement or replacement or renewal thereof is in effect, or (z) a pledge thereof to secure the Obligations would give any other party (other than a Credit Party or wholly-owned Subsidiary) to any contract, agreement, instrument or indenture governing such Stock or Stock Equivalents the right to terminate its obligations thereunder (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code or other applicable law), (v) any Stock or Stock Equivalents of any Subsidiary to the extent that (A) the pledge of such Stock or Stock Equivalents would result in adverse tax consequences to the Borrower or any Subsidiary as reasonably determined by the Borrower and (B) such Stock or Stock Equivalents have been identified in writing to the Collateral Agent by an Authorized Officer of the Borrower, (vi) any Stock or

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Stock Equivalents of any Dormant Subsidiary and (vii) any Stock or Stock Equivalents of Fleet Street International Universities CV other than (x) Stock and Stock Equivalents of Fleet Street International Universities CV held directly by the Borrower equal to 54.52% of the total outstanding and Stock Equivalents of Fleet Street International Universities CV, subject to the terms hereof.

“Excluded Subsidiary” shall mean (a) each Domestic Subsidiary listed on Schedule1.1(c) and each future Domestic Subsidiary, in each case, for so long as any such Subsidiary does not constitute a Material Subsidiary, (b) each Domestic Subsidiary that is not a wholly-owned Subsidiary on any date such Subsidiary would otherwise be required to become a Guarantor pursuant to Section 9.11 (for so long as such Subsidiary remains a non-wholly owned Restricted Subsidiary), (c) with respect only to exclusions of Excluded Subsidiaries from the obligation to give Guarantees of Obligations or grant Liens on any of their assets to secure the Obligations, any Disregarded Entity substantially all the assets of which consist of Stock and Stock Equivalents of Non-Domestic Subsidiaries, (d) each Domestic Subsidiary that is prohibited by any applicable Contractual Requirement or Requirement of Law from guaranteeing or granting Liens to secure the Obligations at the time such Subsidiary becomes a Restricted Subsidiary (and for so long as such restriction or any replacement or renewal thereof is in effect), (e) any Domestic Subsidiary listed on Schedule 1.1(c) with respect to which, in the reasonable judgment of the Borrower, the adverse tax consequences of providing a Guarantee of the Obligations shall be excessive in view of the benefits to be obtained by the Lenders therefrom, (f) any other Domestic Subsidiary with respect to which, in the reasonable judgment of the Administrative Agent (confirmed in writing by notice to the Borrower), the cost or other consequences (including any adverse tax consequences) of providing a Guarantee of the Obligations shall be excessive in view of the benefits to be obtained by the Lenders therefrom, (g) with respect only to exclusions of Domestic Subsidiaries from the obligation to give Guarantees of Obligations or, as applicable grant Liens on any portion of their assets to secure the Obligations, to the extent that such Domestic Subsidiary providing a Guarantee of the Obligations, or, as applicable, granting Liens on such portion of its assets is restricted by Requirements of Law, would result in adverse tax or accreditation consequences, or would result in adverse consequences with respect to the requirements of any State Educational Agency or the eligibility of such Domestic Subsidiary to participate in student financial assistance programs under Title IV of the Higher Education Act of 1965, as amended, 20 U.S.C.A. § 1070 et seq., as reasonably determined by the Borrower and (h) each Domestic Subsidiary that is an Unrestricted Subsidiary or a Dormant Subsidiary.

“Excluded Swap Obligation” means, with respect to any Guarantor, (a) any Swap Obligation if, and to the extent that (and only for so long as), all or a portion of the guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, as applicable, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) (i) by virtue of such Guarantor’s failure to constitute an “eligible contract participant,” as defined in the Commodity Exchange Act and the regulations thereunder, at the time the guarantee of (or grant of such security interest by, as applicable) such Guarantor becomes or would become effective with respect to such Swap Obligation (determined, for avoidance of doubt, after giving effect to any other keepwell, support, or other agreement for the benefit of such Guarantor and any and all applicable guarantees of such Guarantor’s Swap Obligations) or (ii) in the case of a Swap Obligation subject to a clearing requirement pursuant to section 2(h) of the Commodity Exchange Act, because such Guarantor is a “financial entity,” as defined in section 2(h)(7)(C) the Commodity Exchange Act, at the time the guarantee of (or grant of such security interest by, as applicable) such Guarantor becomes or would become effective with respect to such Swap Obligation or (b) any other Swap Obligation designated as an “Excluded Swap Obligation” of such Guarantor as specified in any agreement between the relevant Credit Parties and Hedge Bank applicable to such Swap Obligations. If a Swap Obligation arises under a master agreement governing more than one Swap, such exclusion shall apply only to the

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portion of such Swap Obligation that is attributable to Swaps for which such Guarantee or security interest is or becomes illegal.

“Excluded Taxes” shall mean, any of the following Taxes imposed on or with respect to any Agent or Lender, or required to be withheld or deducted from any payment to any Agent or any Lender, (a) net income taxes and franchise (imposed in lieu of net income taxes) and branch profits taxes imposed on such Agent or Lender by the jurisdiction under the laws of which the Agent or Lender is organized or has its principal place of business or where its applicable lending office is located, (b) any Taxes imposed on any Agent or any Lender as a result of any current or former connection between such Agent or Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising from such Agent or Lender having executed, delivered or performed its obligations or received a payment under, or having been a party to or having enforced, this Agreement or any other Credit Document), (c) any U.S. federal withholding Tax that is imposed on amounts payable to any Lender under the law in effect at the time such Lender becomes a party to this Agreement; provided that this subclause (c) shall not apply to the extent that (x) such Non-U.S. Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts with respect to such withholding Tax pursuant to Section 5.4 or (y) any Tax is imposed on a Lender in connection with an interest or participation in any Loan or other obligation that such Lender was required to acquire pursuant to Section 13.8(a) or that such Lender acquired pursuant to Section 13.7 (it being understood and agreed, for the avoidance of doubt, that any withholding Tax imposed on a Lender as a result of a Change in Law occurring after the time such Lender became a party to this Agreement (or designates a new lending office) shall not be an Excluded Tax), (d) any Tax to the extent attributable to such Lender’s failure to comply with Section 5.4(d) and (e) any U.S. federal withholding Taxes imposed under FATCA.

“Existing Credit Agreement” shall have the meaning given to such term in the Recitals. “Existing Commitments” shall have the meaning given to such tem in Section 13.22. “Existing Loans” shall have the meaning given to such tem in Section 13.22.

“Existing Letters of Credit” shall mean the letters of credit listed on Schedule 1.1(h).

“Existing Revolving Credit Class” shall have the meaning given to such term in Section

2.15(a).

“Existing Revolving Credit Commitment” shall have the meaning given to such term

in Section 2.15(a).

“Existing Revolving Credit Loans” shall have the meaning given to such term in

Section 2.15(a).

“Exiting Lender” shall mean any Lender (as defined in the Existing Credit Agreement)

that is not a Lender under this Agreement.

“Extended Revolving Credit Commitments” shall have the meaning given to such term in Section 2.15(a).

“Extended Revolving Credit Loans” shall have the meaning given to such term in

Section 2.15(a).

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“Extending Lender” shall have the meaning given to such term in Section 2.15(b). “Extension Amendment” shall have the meaning given to such term in Section 2.15(c). “Extension Date” shall have the meaning given to such term in Section 2.15(d). “Extension Election” shall have the meaning given to such term in Section 2.15(b).

“Extension Series” shall mean all Extended Revolving Credit Loans that are established pursuant to the same Extension Amendment (or any subsequent Extension Amendment to the extent such Extension Amendment expressly provides that the Extended Revolving Credit Loans provided for therein are intended to be a part of any previously established Extension Series) and that provide for the same interest margins, extension fees and amortization schedule.

“Fair Market Value” means, with respect to any asset or property, the price which could be negotiated in an arm’s-length, free market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction (as determined in good faith by the Borrower); provided that “Borrower” shall be deemed to mean the Board of Directors of the Borrower when the Fair Market Value is equal to or in excess of

$50,000,000 (unless otherwise expressly stated).

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreement entered into pursuant to Section 1471(b)(1) of the Code, any applicable intergovernmental agreements with respect thereto, and any treaty, law, regulations, or other official guidance enacted in any other jurisdiction relating to such intergovernmental agreement.

“Federal Funds Effective Rate” shall mean, for any day, the rate calculated by the NY FRB based on such day’s federal funds transactions by depositary institutions, as determined in such manner as the NYFRB shall set forth on its public website from time to time, and published on the next succeeding Business Day by the NYFRB as the federal funds effective rate, provided that if the Federal Funds Effective Rate shall be less than zero, such rate shall be deemed to zero for the purposes of this Agreement.

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

“Fees” shall mean all amounts payable pursuant to, or referred to in, Section 4.1.

“First Lien Intercreditor Agreement” shall mean an Intercreditor Agreement substantially in the form of Exhibit J among the Administrative Agent, the Collateral Agent and the representatives for purposes thereof for any other First Lien Secured Parties, with such changes thereto as may be reasonably acceptable to the Administrative Agent; provided that such changes are not materially adverse to the Lenders.

“First Lien Obligations” shall mean the Obligations and the Permitted Additional Debt Obligations (other than any Permitted Additional Debt Obligations that are unsecured or secured by a Lien ranking junior to the Lien securing the Obligations) secured by a first priority interest in the Collateral on a pari passu basis with the Obligations as permitted by the terms hereof.

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“First Lien Secured Parties” shall mean the Secured Parties and the Permitted Additional Debt Secured Parties and any representative on their behalf for such purposes (other than in the case of Permitted Additional Debt Secured Parties whose Permitted Additional Debt Obligations are secured by a Lien ranking junior to the Lien securing the Obligations, such Permitted Additional Debt Secured Parties, and any representative on their behalf), collectively.

“Fiscal Year” shall have the meaning provided in Section 9.10.

“ Floor” shall mean with respect to any Series 2024 Revolving Credit Loans, 1.00%or, solely in the case of ABR Loans, 2.00% .

“Foreign Acquisition” shall have the meaning provided in Section 10.1(w).

“Foreign Plan” shall mean any employee benefit plan, program, policy, arrangement or agreement that is not subject to US law and is maintained or contributed to by the Borrower or any of its Subsidiaries with respect to employees employed outside the United States.

“Fronting Fee” shall have the meaning provided in Section 4.1(c).

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

“Funded Debt” shall mean all indebtedness of the Borrower and the Restricted Subsidiaries for borrowed money that matures more than one year from the date of its creation or matures within one year from such date that is renewable or extendable, at the option of the Borrower or any Restricted Subsidiary, to a date more than one year from such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year from such date, including all amounts of Funded Debt required to be paid or prepaid within one year from the date of its creation and, in the case of the Borrower, Indebtedness in respect of the Loans.

“GAAP” shall mean generally accepted accounting principles in the United States of America, as in effect from time to time; provided, however, that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision, regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn (regardless of whether or not any amendment is approved or made) or such provision amended in accordance herewith.

“Goldman Sachs Letter of Credit Issuer” shall have the meaning provided in the definition of “Letter of Credit Issuer”.

“Governmental Authority” shall mean any nation, sovereign or government, any state, province, territory or other political subdivision thereof, and any entity or authority exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including a central bank or stock exchange.

“Guarantee” shall mean the Amended and Restated Guarantee, dated as of April 26, 2017, made by each Guarantor and certain Dormant Subsidiaries in favor of the Collateral Agent for the

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benefit of the Secured Parties, as the same may be amended, supplemented or otherwise modified from time to time.

“Guarantee Obligations” shall mean, as to any Person, any obligation of such Person guaranteeing or intended to guarantee any Indebtedness of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person, whether or not contingent, (a) to purchase any such Indebtedness or any property constituting direct or indirect security therefor, (b) to advance or supply funds (i) for the purchase or payment of any such Indebtedness or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (c) to purchase property, securities or services primarily for the purpose of assuring the owner of any such Indebtedness of the ability of the primary obligor to make payment of such Indebtedness or (d) otherwise to assure or hold harmless the owner of such Indebtedness against loss in respect thereof; provided, however, that the term “Guarantee Obligations” shall not include endorsements of instruments for deposit or collection in the ordinary course of business or customary and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition or disposition of assets permitted under this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee Obligation shall be deemed to be an amount equal to the stated or determinable amount of the Indebtedness in respect of which such Guarantee Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith.

“Guarantors” shall mean (a) each Domestic Subsidiary that is party to the Guarantee on the Closing Date, other than the Released Credit Parties, and (b) each Domestic Subsidiary that becomes a party to the Guarantee after the Closing Date pursuant to Section 9.11 or otherwise, in each case, excluding any Excluded Subsidiary.

“Hazardous Materials” shall mean (a) any petroleum or petroleum products, radioactive materials, friable asbestos, urea formaldehyde foam insulation, transformers or other equipment that contain dielectric fluid containing regulated levels of polychlorinated biphenyls, and radon gas; (b) any chemicals, materials or substances defined as or included in the definition of “hazardous substances”, “hazardous waste”, “hazardous materials”, “extremely hazardous waste”, “restricted hazardous waste”, “toxic substances”, “toxic pollutants”, “contaminants”, or “pollutants”, or words of similar import, under any applicable Environmental Law; and (c) any other chemical, material or substance, which is prohibited, limited or regulated by any Environmental Law.

“Hedge Agreements” shall mean interest rate swap, cap or collar agreements, interest rate forward, future or option contracts, currency swap agreements, currency cap or collar agreements, cross-currency rate swap agreements, currency forward, future or option contracts, commodity price protection agreements or other commodity price hedging agreements, and other similar agreements entered into by the Borrower or any Restricted Subsidiary in the ordinary course of business (and not for speculative purposes) for the principal purpose of protecting the Borrower or any of the Restricted Subsidiaries against fluctuations in interest rates, currency exchange rates or commodity prices.

“Hedge Bank” shall mean (a) any Person (other than the Borrower or any of its Subsidiaries) that either (I) with respect to Secured Hedge Agreements entered into with the Borrower or any of its Restricted Domestic Subsidiaries, (x) at the time it enters into a Secured Hedge Agreement or

(y) with respect to any Secured Hedge Agreement that is in effect on the Closing Date, on the Closing Date, is a Lender or Agent or an Affiliate of a Lender or Agent , in its capacity as a party to such Secured Hedge Agreement and (II) with respect to Secured Hedge Agreements entered into with any Restricted Non-Domestic Subsidiaries, (x) at the time it enters into a Secured Hedge Agreement or (y)

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with respect to any Secured Hedge Agreement that is in effect on the Closing Date, on the Closing Date, is a Revolving Credit Lender, and (b) any Person that, at the time it enters into a Secured Hedge Agreement, in its capacity as a party thereto, delivers to the Administrative Agent a letter agreement reasonably satisfactory to it agreeing to be bound by Section 12.11 and Section 13.08 as if it were a Lender.

“Historical Financial Statements” shall mean the audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Borrower for each Fiscal Year ending on December 31, 2016, December 31, 2017 and December 31, 2018.

“Holdings” shall mean Wengen Alberta, Limited Partnership, an Alberta limited partnership, and its successors.

“Increased Amount Date” shall have the meaning provided in Section 2.14.

“Incurrence Test Indebtedness” shall mean Indebtedness (and all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtedness) incurred by the Borrower or any Restricted Subsidiary, if immediately before and after giving effect to such incurrence, (x) no Default shall have occurred and be continuing and (y) the Borrower shall be in compliance, on a Pro Forma Basis, with the Senior Secured Incurrence Test.

“Indebtedness” of any Person shall mean (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments, (c) the deferred purchase price of assets or services that in accordance with GAAP would be included as a liability on the balance sheet of such Person, (d) the face amount of all letters of credit issued for the account of such Person and, without duplication, all unreimbursed drafts drawn thereunder, (e) all Indebtedness of any other Person secured by any Lien on any property owned by such Person, whether or not such Indebtedness has been assumed by such Person,

(f) the principal component of all Capitalized Lease Obligations of such Person, (g) all obligations of such Person under interest rate swap, cap or collar agreements, interest rate future or option contracts, currency swap agreements, currency future or option contracts, commodity price protection agreements or other commodity price hedging agreements and other similar agreements, (h) without duplication, all Guarantee Obligations of such Person, and (i) all Permitted Student Loan Securitization Transactions; provided that Indebtedness shall not include (i) trade and other ordinary course payables and accrued expenses arising in the ordinary course of business, (ii) deferred or prepaid revenue, (iii) purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the respective seller, and (iv) any obligation associated with minority interest put/call arrangements. The amount of Indebtedness of any Person for purposes of clause (e) shall be deemed to be equal to the lesser of (A) the aggregate unpaid amount of such Indebtedness and (B) the fair market value of the property encumbered thereby as determined by such Person in good faith. For avoidance of doubt, pursuant to Section 1.3(a) of this Agreement, all obligations that are or would be treated as operating leases for purposes of GAAP prior to giving effect to Financial Accounting Standards Board, Accounting Standards Update No. 2016-02, Leases (Topics 842), as amended or revised, or any other Financial Accounting Standards Board Accounting Standards having a similar result or effect (and related interpretations) shall continue to be accounted for, and all leases that are classified as Operating Lease Right of Use Assets and Related Liabilities on the consolidated balances of the Borrower shall be treated, as operating leases for purposes of all accounting and financial definitions and calculations (whether or not such operating lease obligations were in effect on such date) and shall not constitute “Capitalized Lease Obligations” or “Indebtedness” of the Borrower and its Subsidiaries.

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“Indemnified liabilities” shall have the meaning provided in Section 13.5.

“Indemnified Taxes” shall mean (a) all Taxes other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower or any Guarantor under any Credit Documents and (b) to the extent not otherwise described in (a), Other Taxes.

“Interest Period” shall mean, with respect to any Term Loan or Revolving Credit Loan, the interest period applicable thereto, as determined pursuant to Section 2.9.

“Investment” shall mean, for any Person: (a) the acquisition (whether for cash, property, services or securities or otherwise) of Stock, Stock Equivalents, bonds, notes, debentures, partnership or other ownership interests or other securities of any other Person (including any “short sale” or any sale of any securities at a time when such securities are not owned by the Person entering into such sale); (b) the making of any deposit with, or advance, loan or other extension of credit to, any other Person (including the purchase of property from another Person subject to an understanding or agreement, contingent or otherwise, to resell such property to such Person) (including any partnership or joint venture); (c) the entering into of any guarantee of, or other contingent obligation with respect to, Indebtedness; or (d) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the property and assets or business of another Person or assets constituting a business unit, line of business or division of such Person; provided that, in the event that any Investment is made by the Borrower or any Restricted Subsidiary in any Person through substantially concurrent interim transfers of any amount through one or more other Restricted Subsidiaries (or in the case of any such interim transfer pursuant to Section 10.5(v) or Section 10.6(d)(iii), through Holdings), then such other substantially concurrent interim transfers shall be disregarded for purposes of Section 10.5. The amount of any Investment outstanding at any time shall be the original cost of such Investment, reduced by any dividend, distribution, interest payment, return of capital, repayment or other amount received in cash by the Borrower or a Restricted Subsidiary in respect of such Investment.

“Interpolated Rate” shall means, at any time, for any Interest Period, the rate per annum (rounded to the same number of decimal places as the LIBO ScreenEURIBORate) determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the LIBOScreenEURIBORate for the longest period (for which the LIBO ScreenEURIBORate is available for the applicable currency) that is shorter than the Impacted Interest Period for that Loan; and (b) the LIBO ScreenEURIBORate for the shortest period (for which that LIBO ScreenEURIBORate is available for the applicable currency) that exceeds the Impacted Interest Period of that Loan, in each case, at such time.

“IPO” shall mean the initial public offering by the Borrower of its Class A common stock on the Nasdaq Global Select Market which was consummated on February 6, 2017.

“Issuer Documents” shall mean with respect to any Letter of Credit, the applicable Letter of Credit Request and any other document, agreement and instrument entered into by the applicable Letter of Credit Issuer and the Borrower (or any Restricted Subsidiary) with respect to a Letter of Credit.

“Joinder Agreement” shall mean an agreement substantially in the form of Exhibit I.

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“Joint Lead Arrangers and Joint Bookrunners” shall mean JPMorgan Chase Bank, N.A., Barclays Bank PLC, BMO Capital Markets Corp., Citibank, N.A., Credit Suisse Loan Funding LLC, Goldman Sachs Lending Partners LLC, and Macquarie Capital (USA) Inc.

“JPM Letter of Credit Issuer” shall have the meaning provided in the definition of “Letter of Credit Issuer”.

“JV Distribution Amount” shall mean, at any time, the aggregate amount of cash distributed to the Borrower or any Restricted Subsidiary by any joint venture that is not a Subsidiary (regardless of the form of legal entity) or by any Unrestricted Subsidiary since the Closing Date and prior to such time and only to the extent that neither the Borrower nor any Restricted Subsidiary is under any obligation to repay such amount to such joint venture.

“KKR” shall mean each of Kohlberg Kravis Roberts & Co., L.P. and KKR Associates,

L.P.

“L/C Borrowing” shall mean an extension of credit resulting from a drawing under any

Letter of Credit which has not been reimbursed on the date when made or refinanced as a Borrowing. All L/C Borrowings shall be denominated in Dollars or AlternateAlternativeCurrencies.

“L/C Maturity Date” shall mean the date that is five Business Days prior to the Series 2024 Revolving Credit Maturity Date.

“L/C Obligations” shall mean, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unpaid Drawings, including all L/C Borrowings. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“L/C Participant” shall have the meaning provided in Section 3.3(a). “L/C Participation” shall have the meaning provided in Section 3.3(a).

“Lender” and “Lenders” shall have the meanings provided in the preamble to this

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Agreement.

“Lender Financials” shall have the meaning provided in Section 1.8.

“Lender Insolvency Event” means (a) a Lender becoming insolvent or becoming the

subject of a bankruptcy or insolvency proceeding or (b) an event of the kind referred to in Section 11.5 occurs with respect to such Lender or its Parent Company (as if the references in such provisions to the Borrower or Specified Subsidiary referred to such Lender or Parent Company); provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a governmental authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such governmental authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.

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“Lending Office” means, with respect to any Revolving Credit Lender, the office of such Lender (or an Affiliate of such Lender) specified as its “Lending Office” on Schedule 1.1(d) or, as to any Person that becomes a Revolving Credit Lender after the Closing Date, in the Assignment and Assumption executed by such Person, or such other office of such Lender (or an Affiliate of such Lender) as such Lender may hereafter designate from time to time as its “Lending Office” by notice to the Borrower and the Administrative Agent.

“Letter of Credit” shall have the meaning provided in Section 3.1; provided that, only standby Letters of Credit shall be treated as “Letters of Credit” for purposes of the obligation of the Barclays Letter of Credit Issuer or the Goldman Sachs Letter of Credit Issuer to issue Letters of Credit under this Agreement.

“Letter of Credit Commitment” shall mean $50,000,000, as the same may be reduced from time to time pursuant to Section 3.1; provided, that no Barclays Letter of Credit Issuer, Credit Suisse Letter of Credit Issuer, Goldman Sachs Letter of Credit Issuer, JPM Letter of Credit Issuer, Citi Letter of Credit Issuer or BMO Letter of Credit Issuer] shall have an obligation to issue a Letter of Credit if the Stated Amount of such Letter of Credit, when added to the Letter of Credit Outstandings, solely with respect to Letters of Credit issued by the Barclays Letter of Credit Issuer, the Credit Suisse Letter of Credit Issuer, the Goldman Sachs Letter of Credit Issuer, the JPM Letter of Credit Issuer, the Citi Letter of Credit Issuer and the BMO Letter of Credit Issuer, respectively, exceeds the amount set forth opposite such Letter of Credit Issuers’ name in the table below:

Letter of Credit Issuers	Letter of CreditCommitment
Barclays Letter of Credit Issuer	$8,666,670
Credit Suisse Letter of Credit Issuer	$8,666,670
Goldman Sachs Letter of Credit Issuer	$8,666,670
JPM Letter of Credit Issuer	$8,666,670
Citi Letter of Credit Issuer	$6,666,650
BMO Letter of Credit Issuer	$8,666,670

“Letter of Credit Exposure” shall mean, with respect to any Lender, at any time, the sum of (a) the Dollar Equivalent of the principal amount of any Unpaid Drawings in respect of Letters of Credit in respect of which such Lender has made (or is required to have made) payments to the Letter of Credit Issuer pursuant to Section 3.4(a) at such time and (b) such Lender’s Revolving Credit Commitment Percentage of the Letter of Credit Outstandings at such time (excluding the portion thereof consisting of Unpaid Drawings in respect of Letters of Credit in respect of which the Lenders have made (or are required to have made) payments to the Letter of Credit Issuer pursuant to Section 3.4(a)).

“Letter of Credit Fee” shall have the meaning provided in Section 4.1(b).

“Letter of Credit Issuer” shall mean, collectively, (a) each of Barclays Bank PLC (the “Barclays Letter of Credit Issuer”), Credit Suisse AG, Cayman Islands Branch (the “Credit Suisse Letter of Credit Issuer”), Goldman Sachs Lending Partners LLC (the “Goldman Sachs Letter of

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Credit Issuer”), JPMorgan Chase Bank, N.A. (the “JPM Letter of Credit Issuer”), Citibank, N.A. (the “Citi Letter of Credit Issuer”), and Bank of Montreal (the “BMO Letter of Credit Issuer”), each as an issuer of any Letter of Credit, (b) any Lender or Affiliate of a Lender to be mutually agreed by the Administrative Agent and the Borrower, in such capacity, or any of its Affiliates and (c) any replacements or successors thereof pursuant to Section 3.6. Without limiting each Letter of Credit Issuer’s obligations to issue any Letter of Credit, subject to the terms of this Agreement, a Letter of Credit Issuer may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Letter of Credit Issuer, and in each such case the term “Letter of Credit Issuer” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate. In the event that there is more than one Letter of Credit Issuer at any time, references herein and in the other Credit Documents to the Letter of Credit Issuer shall be deemed to refer to the Letter of Credit Issuer in respect of the applicable Letter of Credit or to all Letter of Credit Issuers, as the context requires.

“Letter of Credit Outstandings” shall mean, at any time, the sum of, without duplication, (a) the aggregate Stated Amount of all outstanding Letters of Credit and (b) the aggregate Dollar Equivalent of the principal amount of all Unpaid Drawings in respect of Letters of Credit.

“Letter of Credit Request” shall have the meaning provided in Section 3.2.

“Level I Status” shall mean, subject to Section 1.7, the circumstance that the Consolidated Total Debt to Consolidated EBITDA Ratio is greater than or equal to 2.50 to 1.00 as of such date.

“Level II Status” shall mean, subject to Section 1.7, the circumstance that the Consolidated Total Debt to Consolidated EBITDA Ratio is less than 2.50 to 1.00 and greater than or equal to 2.00 to 1.00 as of such date.

“Level III Status” shall mean, subject to Section 1.7, the circumstance that the Consolidated Total Debt to Consolidated EBITDA Ratio is less than 2.00 to 1.00 and greater than or equal to 1.50 to 1.00 as of such date.

“Level IV Status” shall mean, subject to Section 1.7, the circumstance that the Consolidated Total Debt to Consolidated EBITDA Ratio is less than 1.50 to 1.00.

“ LIBOR Loan” shall mean any LIBOR Term Loan or LIBOR Revolving Credit

Loan.

“ LIBO Rate” shall mean, with respect to any LIBOR Loan for any applicable currency and for any Interest Period, the greater of (x) 1.00% per annum and (y) the LIBO Screen Rate at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period; provided that if the LIBO Screen Rate shall not be available at such time for such Interest Period (an “ Impacted Interest Period”) with respect to the applicable currency then the LIBO Rate shall be the Interpolated Rate, provided, further , that if the LIBO Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

“ LIBO Screen Rate” means, for any day and time, with respect to any LIBO Loan for any applicable currency and for any Interest Period, the London interbank offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate) for U.S. Dollars for a period equal in length to such Interest Period as displayed on such day and time on pages LIBOR01 or LIBOR02 of the Reuters screen that displays such rate or, in the event such rate does not appear on a Reuters page or screen, on any

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successor or substitute page on such screen that displays such rate, or on the appropriate page ofsuch other information service that publishes such rate from time to time as selected by theAdministrative Agent in its reasonable discretion, provided that if the LIBO Screen Rate shall beless than zero, such rate shall be deemed to zero for the purposes of this Agreement.

“ LIBOR Revolving Credit Loan” shall mean any Revolving Credit Loan bearinginterest at a rate determined by reference to the LIBO Rate.

“ LIBOR Term Loan” shall mean any Term Loan bearing interest at a ratedetermined by reference to the LIBO Rate.

“Lien” shall mean any mortgage, pledge, security interest, charge, hypothecation, assignment, lien (statutory or other) or similar encumbrance (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement or any lease in the nature thereof).

“Limited Applicable Amount” shall mean (a) 50% of an amount (which shall not be less than zero) equal to the Consolidated Net Income of the Borrower and its Restricted Subsidiaries for the applicable fiscal quarter less (b) the aggregate amount of Investments or payments made by the Borrower or any of its Restricted Subsidiaries under Section 10.5(x), Section 10.6(i) or Section10.7(a)(iii) during such fiscal quarter; provided in no event shall the Limited Applicable Amount be less than zero.

“Loan” shall mean any Revolving Credit Loan, Swingline Loan, Term Loan, New Revolving Credit Loan or New Term Loan made by any Lender hereunder.

“Mandatory Borrowing” shall have the meaning provided in Section 2.1(e).

“Market Capitalization” means an amount equal to (a) the total number of issued and outstanding shares of common stock of the Borrower on the date of the declaration of the relevant dividend multiplied by (b) the arithmetic mean of the closing prices per share of such common stock for the 30 consecutive trading days immediately preceding the date of declaration of such dividend.

“Material Adverse Effect” shall mean (a) a circumstance or condition materially and adversely affecting the business, assets, operations, properties or financial condition of the Borrower and the Subsidiaries, taken as a whole, (b) a material adverse effect on the ability of the Borrower and the other Credit Parties, taken as a whole, to perform their payment obligations under this Agreement or any of the other Credit Documents, or (c) a material adverse effect on the rights and remedies of the Agents and the Lenders under this Agreement or any of the other Credit Documents.

“Material Subsidiary” shall mean, at any date of determination, each Restricted Subsidiary of the Borrower (a) whose total assets at the last day of the Test Period ending on the last day of the most recent fiscal period for which Section 9.1 Financials have been delivered were equal to or greater than 2.5% of the Consolidated Total Assets of the Borrower and the Restricted Subsidiaries at such date or (b) whose revenues during such Test Period were equal to or greater than 2.5% of the consolidated revenues of the Borrower and the Restricted Subsidiaries for such period, in each case determined in accordance with GAAP; provided that if, at any time and from time to time after the Closing Date, Restricted Subsidiaries that are not Material Subsidiaries have, in the aggregate, (x) total assets at the last day of such Test Period equal to or greater than 20.0% of the Consolidated Total Assets of the Borrower and the Restricted Subsidiaries at such date or (y) revenues during such Test Period equal to or greater than 20.0% of the consolidated revenues of the Borrower and the Restricted Subsidiaries for such period, in each case determined in accordance with GAAP, then the Borrower shall,

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on the date on which financial statements for such quarter are delivered pursuant to this Agreement, designate in writing to the Administrative Agent one or more of such Restricted Subsidiaries as “Material Subsidiaries”. With respect to any Restricted Subsidiaries designated as Material Subsidiaries in accordance with the proviso of the immediately foregoing sentence, the Borrower may from time to time by written notice to the Administrative Agent substitute Restricted Subsidiaries as “Material Subsidiaries” or revoke such designation; provided that, after giving effect to such substitution or revocation, the Restricted Subsidiaries that are not Material Subsidiaries have, in the aggregate, (x) total assets as of the last day of the Test Period ending on the last day of the most recent fiscal period for which Section 9.1 Financials have been delivered of less than 20.0% of the Consolidated Total Assets of the Borrower and the Restricted Subsidiaries at such date and (y) revenues during such Test Period of less than 20.0% of the consolidated revenues of the Borrower and the Restricted Subsidiaries for such period.

“Maturity Date” shall mean the Series 2024 Revolving Credit Maturity Date or any other maturity date of any Class or Series of Loans or Commitments under this Agreement.

“Maturity Date Amendment” shall have the meaning provided in Section 13.7(c). “Maximum Incremental Facilities Amount” shall mean, without duplication, as of the

date of incurrence, (a) the greater of (x) $565,000,000 and (y) 100% of Consolidated EBITDA, plus (b) additional amounts incurred after the Closing Date, to the extent, both immediately before and after giving effect to such additional amounts incurred under this clause (b) (assuming for such purposes that such additional amounts are fully drawn in the form of loans on the date of determination and excluding from the calculation of Consolidated Total Debt (i) any netting of Unrestricted Cash that would result from the incurrence of any such portion of the Maximum Incremental Facilities Amount being incurred at such time and (ii) any concurrent incurrence of Indebtedness pursuant to clause (a)) that the Consolidated Senior Secured Debt to Consolidated EBITDA Ratio is not greater than 2.75 to 1.00 on the date of such incurrence, plus (c) (x) the aggregate amount of voluntary prepayments of any Term Loans (including purchases of any Term Loans by the Borrower and its Subsidiaries at or below par, in which case the amount of such Term Loans shall be deemed not to exceed the face amount of such Term Loans) after the Closing Date and (y) the aggregate amount of voluntary prepayments of any Revolving Credit Loans to the extent accompanied by the corresponding termination or reduction of the Revolving Credit Commitments, in each case of the foregoing subclauses (x) and (y) of this clause (c), other than from the proceeds of the incurrence of long term Indebtedness.

“Maximum Non-Credit Party Facilities Amount” shall mean, without duplication, the greater of, as of the date of incurrence, (a) $400,000,000, and (b) 50% of Consolidated EBITDA for the four previous fiscal quarters for which financial statements have been delivered under Section 9.1.

“Maximum Permitted Investment/Lien Amount” shall mean an amount equal to (a)

$400,000,000, less (b) the amount of outstanding Indebtedness secured by Liens permitted pursuant to Section 10.2(s) from time to time.

“Minimum Borrowing Amount” shall mean (a) with respect to a Borrowing of LIBORTerm SOFRLoans denominated in Dollars, $5,000,000 (or, if less, the entire remaining Commitments under the applicable Credit Facility at the time of such Borrowing), (b) with respect to a Borrowing of ABR Loans, $1,000,000 (or, if less, the entire remaining Commitments under the applicable Credit Facility at the time of such Borrowing), (c) with respect to a Borrowing of Revolving Credit Loans denominated in Sterling, £5,000,000 (or, if less, the Available Commitments at the time of such Borrowing), (d) with respect to a Borrowing of Revolving Credit Loans denominated in Euro,

€5,000,000 (or, if less in the case of a Borrowing of Revolving Credit Loans, the applicable Available

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Commitments at the time of such Borrowing) and (e) with respect to a Borrowing denominated in any other Alternative Currency, in amounts to be agreed upon by the Administrative Agent and the Borrower.

“Minimum Tender Condition” shall have the meaning provided in Section 2.16(b). “Moody’s” shall mean Moody’s Investors Service, Inc. or any successor by merger or

consolidation to its business.

“Mortgage” shall mean a Mortgage, Assignment of Leases and Rents, Security Agreement and Financing Statement or other security document entered into by the owner of a Mortgaged Property and the Collateral Agent in respect of that Mortgaged Property to secure the Obligations, in form and substance reasonably satisfactory to the Collateral Agent and the Borrower, as the same may be amended, supplemented or otherwise modified from time to time.

“Mortgaged Property” shall mean, initially, each parcel of real estate and the improvements thereto owned by a Credit Party and identified on Schedule 1.1(a), and includes each other parcel of real property and improvements thereto with respect to which a Mortgage is granted pursuant to Section 9.14.

“Multicurrency Exposure” shall mean, for any Revolving Credit Lender at any date, the sum of (a) the aggregate Dollar Equivalent of the principal amount of Revolving Credit Loans denominated in Alternative Currencies of such Lender then outstanding, and (b) such Lender’s Letter of Credit Exposure in respect of Letters of Credit denominated in Alternative Currencies at such time.

“Multicurrency Sublimit” shall mean, at any date, the lesser of (x) the Dollar Equivalent of $150,000,000.00 and (y) the Total Revolving Credit Commitment at such date.

“Multiemployer Plan” shall mean a Plan that is a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“Narrative Reports” shall mean, with respect to the financial statements for which such narrative report is required, a narrative report describing the operations of the Borrower and its consolidated Subsidiaries in the form of a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” or similar format for the applicable fiscal quarter or Fiscal Year and for the period from the beginning of the then current Fiscal Year to the end of such period to which such financial statements relate.

“New Loan Commitments” shall have the meaning provided in Section 2.14.

“New Revolving Credit Commitments” shall have the meaning provided in Section

2.14.

“New Revolving Credit Lender” shall have the meaning provided in Section 2.14. “New Revolving Credit Loan” shall have the meaning provided in Section 2.14. “New Term Loan Commitments” shall have the meaning provided in Section 2.14. “New Term Loan Lender” shall have the meaning provided in Section 2.14.

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matures. 2.5(c).

2.14.

“New Term Loan Maturity Date” shall mean the date on which a New Term Loan “New Term Loan Repayment Amount” shall have the meaning provided in Section

“New Term Loans” shall have the meaning provided in Section 2.14.

“New Revolving Credit Commitments” shall have the meaning provided in Section

“New Revolving Credit Lender” shall have the meaning provided in Section 2.14. “New Revolving Credit Loan” shall have the meaning provided in Section 2.14.

“Non-Cash Charges” shall mean, without duplication, and in each case only to the

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extent it is a non-cash item: (a) losses on non-ordinary course asset sales, disposals or abandonments, (b) any impairment charge or asset write-off related to intangible assets (including goodwill), long-lived assets, and investments in debt and equity securities pursuant to GAAP, (c) all losses from investments recorded using the equity method, (d) stock-based awards compensation expense, including any such charges arising from stock options, restricted stock grants or other equity incentive grants, and any income or loss relating to profit interests or deferred compensation plans (including income or loss relating to the profit interests incurred by any of the Borrower’s direct or indirect parent companies that are pushed down to the Borrower), and (e) other non-cash charges (provided that if any non-cash charges referred to in this clause (e) represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period).

“Non-Consenting Lender” shall have the meaning provided in Section 13.7(b).

“Non-Consolidated Not-For-Profit University” shall have the meaning provided in

Section 1.8. Section 1.8. Lender.

“Non-Consolidated NFP Financial Statements” shall have the meaning provided in “Non-Defaulting Lender” shall mean and include each Lender other than a Defaulting “Non-Domestic Subsidiary” shall mean each Subsidiary of the Borrower that is not a

Domestic Subsidiary; provided, that any Subsidiary of a Non-Domestic Subsidiary shall be deemed to be a Non-Domestic Subsidiary, regardless of its jurisdiction of organization.

“Non-Extending Lenders” shall have the meaning provided in Section 13.7(c).

“Non-U.S. Lender” shall mean any Agent or Lender that is not, for U.S. federal income tax purposes, (a) an individual who is a citizen or resident of the United States, (b) a corporation, partnership or entity treated as a corporation or partnership created or organized in or under the laws of the United States, or any political subdivision thereof, (c) an estate whose income is subject to U.S. federal income taxation regardless of its source or (d) a trust if a court within the United States is able to exercise primary supervision over the administration of such trust and one or more United States persons

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have the authority to control all substantial decisions of such trust or a trust that has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person.

“Non-U.S. Participant” shall mean any Participant that if it were a Lender would qualify as a Non-U.S. Lender.

“Notes” shall mean the 2025 Notes.

“Not-For-Profit University” shall mean any affiliated not-for-profit, non-stock university that is a Subsidiary.

“Notice of Borrowing” shall have the meaning provided in Section 2.3(a).

“Notice of Conversion or Continuation” shall have the meaning provided in Section

2.6.

“NYFRB” shall mean the Federal Reserve Bank of New York.

“NYFRB Rate” shall mean, for any day, the greater of (a) the Federal Funds Effective

Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Banking Day, for the immediately preceding Banking Day); provided that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m. on such day received to the Administrative Agent from a Federal funds broker of recognized standing selected by it; provided, further, that if any of the aforesaid rates shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Obligations” shall mean all advances to, and debts, liabilities, obligations, covenants and duties of, any Credit Party arising under any Credit Document or otherwise with respect to any Revolving Credit Commitment, Loan or Letter of Credit or Secured Hedge Agreement, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Credit Party or any Affiliate thereof of any proceeding under any bankruptcy or insolvency law naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding, provided that the “Obligations” of any Guarantor shall not include any Excluded Swap Obligations of such Guarantor.

“Other Taxes” shall mean any and all present or future stamp, registration, documentary or any other excise, property or similar taxes (including interest, fines, penalties, additions to tax and related expenses with regard thereto) arising from any payment made or required to be made under this Agreement or any other Credit Document or from the execution or delivery of, registration or enforcement of, consummation or administration of, or otherwise with respect to, this Agreement or any other Credit Document.

“Overnight Rate” shall mean, for any day, the rate comprised of both overnight federal funds and overnight LIBOTerm SOFRLoan borrowings by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set forth on its public website from time to time, and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate (from and after such date as the NYFRB shall commence to publish such composite rate).

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“Parent Company” means, with respect to a Lender, the bank holding company (as defined in Federal Reserve Board Regulation Y), if any, of such Lender, or any Person owning, beneficially or of record, directly or indirectly, a majority of the shares of such Lender.

“Participant” shall have the meaning provided in Section 13.6(c).

“ Participant Register” shall have the meaning provided in Section 13.6(c).

“Participating Member State” shall mean each state so described in any EMU

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Legislation.

“Patriot Act” shall have the meaning provided in Section 13.18.

“PBGC” shall mean the Pension Benefit Guaranty Corporation established pursuant to

Section 4002 of ERISA, or any successor thereto.

“Pension Act” shall mean the Pension Protection Act of 2006, as it presently exists or as it may be amended from time to time.

“Perfection Certificate” shall mean a certificate of the Borrower in the form of ExhibitC or any other form approved by the Administrative Agent.

“Permitted Acquisition” shall mean the acquisition, by merger or otherwise, by the Borrower or any of the Restricted Subsidiaries of assets or Stock or Stock Equivalents, so long as:

(a)such acquisition and all transactions related thereto shall be consummated in accordance with applicable law;

(b)such acquisition, if an acquisition of Stock or Stock Equivalents, shall (1) result in each of the issuer of such Stock or Stock Equivalents and its Subsidiaries becoming a Restricted Subsidiary and a Credit Party, to the extent required by Section 9.11 (within the time period specified therein), or (2) be of Stock or Stock Equivalents from minority interest holders in a Restricted Subsidiary;

(c)each Person (or, as applicable, the assets) so acquired shall be in (or with respect to assets, useful for engaging in) the same or generally related line of business as conducted by the Parent and its Subsidiaries on the Closing Date,

(d)both before and after giving effect to such acquisition, no Default or Event of Default shall have occurred and be continuing;

(e)the aggregate fair market value (as determined in good faith by the Borrower) of all Investments funded or financed in, and the purchase price of, any Persons that do not become Guarantors in connection with all such acquisitions following the Closing Date in reliance on Section10.5(h) shall not exceed:

(i)$400,000,000 with respect only to acquisitions of Persons that become Restricted Domestic Subsidiaries and acquisitions of assets by Restricted Domestic Subsidiaries (provided, however, that the limitation set forth in this part (e)(i) shall not apply with respect to any acquisition (1) of any Restricted Subsidiary that becomes a Guarantor or of any additional equity interests in any Guarantor (whether such Restricted

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Subsidiary was existing on the Closing Date or subsequently acquired pursuant to a Permitted Acquisition) or (2) where, both immediately before and after giving effect to such acquisition (and including any payments and Indebtedness incurred or assumed in connection with such acquisition), the Consolidated Senior Secured Debt to Consolidated EBITDA Ratio is not greater than 4.25 to 1.00, on a Pro Forma Basis (but excluding from the calculation of Consolidated Total Debt any netting in respect of Unrestricted Cash that would result from the incurrence of any such Indebtedness being incurred in connection with such acquisition), or

(ii)$400,000,000 with respect only to acquisitions of Persons that become Restricted Non-Domestic Subsidiaries and acquisitions of assets by Restricted Non-Domestic Subsidiaries (provided, however, that the limitation set forth in this part (e)(ii) shall not apply with respect to any acquisition where, both immediately before and after giving effect to such acquisition (and including any payments and Indebtedness incurred or assumed in connection with such acquisition), the Consolidated Senior Secured Debt to Consolidated EBITDA Ratio is not greater than 4.25 to 1.00, on a Pro Forma Basis (but excluding from the calculation of Consolidated Total Debt any netting in respect of Unrestricted Cash that would result from the incurrence of any such Indebtedness being incurred in connection with such acquisition); and

(f)with respect to any such proposed acquisition with an aggregate purchase price greater than $100,000,000, the Borrower shall have delivered a certificate of an Authorized Officer stating that the contemplated acquisition fulfills all elements of this definition.

“Permitted Additional Debt” shall mean subordinated or senior Indebtedness (which Indebtedness may (x) be unsecured, (y) have the same lien priority on the Collateral as the Obligations on a pari passu basis to the extent incurred in accordance with the terms hereof (to the extent such Permitted Additional Debt is incurred pursuant to Section 10.1(n)(i)(a), or 10.1(o)) or (z) be secured by a Lien on the Collateral ranking junior to the Lien securing the First Lien Obligations (to the extent such Permitted Additional Debt is incurred pursuant to Section 10.1(m), 10.1(n)(i)(a), or 10.1(o)) issued by the Borrower,

(a)the terms of which

(i)do not provide for any scheduled repayment, mandatory redemption or sinking fund obligation prior to the latest New Term Loan Maturity Date or any extension of any Term Loan Maturity Date or New Term Loan Maturity Date, or, if later, any extension of any Revolving Credit Maturity Date) (other than customary offers to purchase upon a change of control, asset sale or event of loss and customary acceleration rights after an event of default) and

(ii)to the extent the same are subordinated, provide for customary subordination to the Obligations under the Credit Documents,

(b)the covenants, events of default, guarantees and other terms of which (other than interest rate and redemption premiums), taken as a whole, are not more restrictive to the Borrower and the Restricted Subsidiaries than those herein and in the other Credit Documents (nor, to the extent such Permitted Additional Debt constitutes refinancing Indebtedness of the 2025 Notes (and all refinancings thereof), more restrictive than those applicable to the 2025 Notes (or any refinancing thereof) being so refinanced), (or, to the extent such Permitted Additional Debt constitutes refinancing Indebtedness of senior subordinated indebtedness (and all refinancings thereof), than those applicable to such senior

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subordinated indebtedness (or any refinancing thereof) being so refinanced (and, in the case of Permitted Additional Debt that constitutes refinancing Indebtedness of senior subordinated indebtedness (and all refinancings thereof), the subordination provisions governing such Permitted Additional Debt shall be no less favorable to the Lenders than the subordination provisions governing such senior subordinated indebtedness; provided that a certificate of an Authorized Officer of the Borrower is delivered to the Administrative Agent at least five Business Days (or such shorter period as the Administrative Agent may reasonably agree) prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Borrower within such period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees);

(c)in respect of which (i) no Subsidiary of the Borrower (other than a Guarantor or any guarantor of the Indebtedness being refinanced by such Permitted Additional Debt, if applicable) is an obligor, and (ii) the Borrower is the issuer; and

(d)which, if secured, (x) are secured by no asset or property that is not Collateral securing the Obligations and (y) the applicable representative of such Indebtedness has become a party to the First Lien Intercreditor Agreement or Second Lien Intercreditor Agreement, as the case may be.

“Permitted Additional Debt Documents” shall mean any document or instrument (including any guarantee, security agreement or mortgage) issued or executed and delivered with respect to any Permitted Additional Debt by any Credit Party.

“Permitted Additional Debt Obligations” shall mean, if any Permitted Additional Debt is issued or incurred, all advances to, and debts, liabilities, obligations, covenants and duties of, any Credit Party arising under any Permitted Additional Debt Document, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Credit Party of any proceeding under any bankruptcy or insolvency law naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding (it being understood, for the avoidance of doubt, that Permitted Additional Debt Obligations may be incurred or issued by all or by fewer than all of the Credit Parties, subject to clause (c) of the definition of “Permitted Additional Debt”).

“Permitted Additional Debt Secured Parties” shall mean the holders from time to time of secured Permitted Additional Debt Obligations (and any representative on their behalf).

“Permitted Debt Exchange” shall have the meaning given to such term in

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Section 2.16(a). Section 2.16(a). Section 2.16(a).

“Permitted Debt Exchange Notes” shall have the meaning given to such term in “Permitted Debt Exchange Offer” shall have the meaning given to such term in

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“Permitted Holders” shall mean each direct or indirect, beneficial and of record, holder of the voting power of the outstanding Voting Stock of the Borrower as of the Closing Date, including any limited partners of Holdings as of the Closing Date.

“Permitted Investments” shall mean:

(a)securities issued or unconditionally guaranteed by the United States government or any agency or instrumentality thereof, in each case having maturities and/or reset dates of not more than 12 months from the date of acquisition thereof;

(b)securities issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof having maturities of not more than 12 months from the date of acquisition thereof and, at the time of acquisition, having the highest investment grade rating generally obtainable from both S&P and Moody’s (or, if at any time either S&P nor Moody’s shall be rating such obligations, then from whichever is continuing to rate such obligations and from another nationally recognized rating service);

(c)commercial paper maturing no more than 12 months after the date of creation thereof and, at the time of acquisition, having a rating of at least A-1 and P-1 from S&P and Moody’s, respectively (or, if at any time either S&P nor Moody’s shall be rating such obligations, then an equivalent rating from whichever is continuing to rate such obligations and from another nationally recognized rating service);

(d)domestic and LIBOR certificates of deposit or bankers’ acceptances maturing no more than one year after the date of acquisition thereof issued by any Lender or any other bank having (i) combined capital and surplus of not less than $500,000,000 in the case of domestic banks and $100,000,000 (or the Dollar Equivalent thereof) in the case of foreign banks or (ii) a rating of at least BBB from S&P or the equivalent;

(e)repurchase agreements with a term of not more than 30 days for underlying securities of the type described in clauses (a), (b) and (d) above entered into with any bank meeting the qualifications specified in clause (d) above or securities dealers of recognized national standing;

(f)marketable short-term money market and similar securities having a rating of at least A-1 and P-1 from S&P and Moody’s, respectively (or, if at any time either S&P or Moody’s shall not be rating such obligations, then an equivalent rating from whichever is continuing to rate such obligations and from another nationally recognized rating service); (g) shares    of investment companies that are registered under the Investment Company Act of 1940 and substantially all the investments of which are one or more of the types of securities described in clauses (a) through (f) above; and

(h) in the case of Investments by any Restricted Non-Domestic Subsidiary made in a country outside the United States of America, other customarily utilized high-quality Investments of credit quality and liquidity equivalent to clauses (a) through (g) above, and, with respect to clause (d) above, with banks of credit quality appropriate in the country where such Restricted Non-Domestic Subsidiary is located or in which such Investment is made.

“Permitted Liens” shall mean:

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(a)Liens for taxes, assessments or governmental charges or claims not yet overdue for a period of more than 30 days or that are being contested in good faith and by appropriate proceedings for which appropriate reserves have been established to the extent required by and in accordance with GAAP, or for property taxes on property that the Borrower or one of its Subsidiaries has determined to abandon if the sole recourse for such tax, assessment, charge or claim is to such property;

(b)Liens in respect of property or assets of the Borrower or any of the Subsidiaries imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens and other similar Liens arising in the ordinary course of business, in each case so long as such Liens arise in the ordinary course of business and do not individually or in the aggregate have a Material Adverse Effect;

(c)Liens arising from judgments or decrees in circumstances not constituting an Event of Default under Section 11.11;

(d)Liens incurred or deposits made in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations (including, without limitation, Liens and deposits to secure letters of credit issued to the U.S. Department of Education or other Governmental Authority supporting any U.S. Institution Subsidiary’s participation in student financial assistance programs and receipt of funds under Title IV of the Higher Education Act of 1965, as amended (or any replacement thereof)), surety and appeal bonds, bids, leases (including, without limitation, any Liens or deposits to secure any bank guarantee or letter of credit issued to secure any lease), government contracts, performance and return-of-money bonds and other similar obligations incurred in the ordinary course of business or otherwise constituting Investments permitted by Section 10.5;

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

(f)easements, rights-of-way, restrictions, minor defects or irregularities in title and other similar charges or encumbrances not interfering in any material respect with the business of the Borrower and its Subsidiaries, taken as a whole;

(g)any interest or title of a lessor or secured by a lessor’s interest under any lease permitted by this Agreement;

(h)Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

(i)Liens on goods the purchase price of which is financed by a documentary letter of credit issued for the account of the Borrower or any of its Subsidiaries, provided that such Lien secures only the obligations of the Borrower or such Subsidiaries in respect of such letter of credit to the extent permitted under Section 10.1;

(j)leases, licenses, subleases or sublicenses granted to others not interfering in any material respect with the business of the Borrower and its Subsidiaries, taken as a whole;

(k)Liens arising from precautionary Uniform Commercial Code financing statement or similar filings made in respect of operating leases entered into by the Borrower or any of its Subsidiaries;

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(l)Liens created in the ordinary course of business in favor of banks and other financial institutions over credit balances of any bank accounts of the Borrower and the Restricted Subsidiaries held at such banks or financial institutions, as the case may be, to facilitate the operation of cash pooling and/or interest set-off arrangements in respect of such bank accounts in the ordinary course of business;

(m)any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property that does not materially interfere with the ordinary conduct of the business of the Borrower and its Subsidiaries, taken as a whole; and

(n)Liens created in the ordinary course of business (i) by the Borrower or any Restricted Subsidiary to secure Cash Management Programs of the Borrower or any Restricted Domestic Subsidiary or (ii) by any Restricted Non-Domestic Subsidiary to secure Cash Management Programs of a Restricted Non-Domestic Subsidiary, in each case, with respect to any such Cash Management Programs permitted under Section 10.1.

“Permitted Limited Investments” shall mean (a) any Permitted Acquisition, including any Foreign Acquisition, (b) any investments that are acquisitions permitted pursuant to Section 10.5(s), Section 10.5(w) or Section 10.5(x), (c) any capital expenditures of any Restricted Subsidiary, and (d) general reinvestment into the business of the Borrower and its Restricted Subsidiaries.

“Permitted Student Loan Securitization Transaction” shall mean any transfer by any Restricted Subsidiary of student loans or related accounts receivable or interests therein (collectively, “Student Loans”) (a) to a trust, partnership, corporation or other “conduit” entity, which transfer is funded in whole or in part, directly or indirectly, by the incurrence or issuance by the transferee or any successor transferee of Indebtedness or other securities that are to receive payments from, or that represent interests in, the cash flow derived from such Student Loans, or (b) directly to one or more investors. The “amount” of any Permitted Student Loan Securitization Transaction shall be deemed at any time to be (i) the aggregate principal or stated amount of the Indebtedness or other securities referred to in clause (a) of the preceding sentence or (ii) if there shall be no such principal or stated amount or such Permitted Student Loan Securitization Transaction shall be in the form of a direct sale to one or more investors, the uncollected amount of the Student Loans transferred pursuant to the Permitted Student Loan Securitization Transaction net of any such Student Loans that have been written off as uncollectible. The aggregate amount of Permitted Student Loan Securitization Transactions shall not in the aggregate exceed $150,000,000 outstanding at any time.

“Person” shall mean any individual, partnership, joint venture, firm, corporation, limited liability company, association, trust or other enterprise or any Governmental Authority.

“Plan” shall mean any multiemployer or single-employer plan, as defined in Section 4001 of ERISA and subject to Title IV of ERISA, that is or was within any of the preceding six plan years maintained or contributed to by (or to which there is or was an obligation to contribute or to make payments to) the Borrower or an ERISA Affiliate.

“Platform” shall have the meaning provided in Section 13.17.

“Pledge Agreement” shall mean the Amended and Restated Pledge Agreement, dated as of April 26, 2017, entered into by the Credit Parties party thereto and the Collateral Agent for the benefit of the Secured Parties, as the same may be amended, supplemented or otherwise modified from time to time.

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“Post-Acquisition Period” shall mean, with respect to any Permitted Acquisition or Investment described in the definition of “Specified Transaction”, the period beginning on the date such Permitted Acquisition or such Investment is consummated and ending on the last day of the sixth full consecutive fiscal quarter immediately following the date on which such Permitted Acquisition or Investment is consummated.

“Potential Defaulting Lender” means, at any time, a Lender (i) as to which an event of the kind referred to in the definition of “Lender Insolvency Event” has occurred and is continuing in respect of any financial institution affiliate of such Lender, or (ii) as to which the Administrative Agent has in good faith determined and notified the Borrower that such Lender or its Parent Company or a Subsidiary thereof has defaulted on its funding obligations under any other loan agreement or credit agreement or other financing agreement or (iii) that has, or whose Parent Company has, a non-investment grade rating from Moody’s or S&P or another nationally recognized rating agency. Any determination that a Lender is a Potential Defaulting Lender under any of clauses (i) through (iii) above shall be made by the Administrative in its sole discretion acting in good faith. The Administrative Agent will promptly notify all parties hereto upon any determination that a Lender has become a Potential Defaulting Lender.

“Preferred Stock” shall mean any Stock or Stock Equivalents with preferential rights of payment of dividends or upon liquidation, dissolution or winding up.

“Prime Rate” shall mean the rate of interest per annum publicly announced from time to time by the Administrative Agent as its “prime rate”; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

“Prior Financial Statements” shall have the meaning provided in Section 1.8.

“Pro Forma Adjustment” shall mean, for any Test Period that includes all or any part of a fiscal quarter included in any Post-Acquisition Period, with respect to the Acquired EBITDA of the applicable Acquired Entity or Business or Converted Restricted Subsidiary or the Consolidated EBITDA of the Borrower, the pro forma increase or decrease in such Acquired EBITDA or such Consolidated EBITDA, as the case may be, arising out of events which (a) are directly attributable to a specific transaction, (b) are factually supportable and are expected to have a continuing impact, and (c) are in each case (excluding adjustments from such transactions, in the aggregate, not in excess of $25,000,000 in any Test Period) determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the SEC; provided that (i) at the election of the Borrower, such Pro Forma Adjustment shall not be required to be determined for any Acquired Entity or Business or Converted Restricted Subsidiary to the extent the aggregate consideration paid in connection with such acquisition was less than $10,000,000 and (ii) so long as such actions are taken during such Post-Acquisition Period or such costs are incurred during such Post-Acquisition Period, as applicable, it may be assumed, for purposes of projecting such pro forma increase or decrease to such Acquired EBITDA or such Consolidated EBITDA, as the case may be, that the applicable amount of such cost savings will be realizable during the entirety of such Test Period, or the applicable amount of such additional costs, as applicable, will be incurred during the entirety of such Test Period; provided, further, that any such pro forma increase or decrease to such Acquired EBITDA or such Consolidated EBITDA, as the case may be, shall be without duplication for cost savings or additional costs already included in such Acquired EBITDA or such Consolidated EBITDA, as the case may be, for such Test Period.

“Pro Forma Adjustment Certificate” shall mean any certificate of an Authorized Officer of the Borrower delivered pursuant to Section 9.1(g) or Section 9.1(c).

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“Pro Forma Basis”, “Pro Forma Compliance” and “Pro Forma Effect” shall mean, with respect to compliance with any test or covenant hereunder, that (A) to the extent applicable, the Pro Forma Adjustment shall have been made and (B) all Specified Transactions and the following transactions in connection therewith shall be deemed to have occurred as of the first day of the applicable period of measurement in such test or covenant: (a) income statement items (whether positive or negative) attributable to the property or Person subject to such Specified Transaction, (i) in the case of a sale, transfer or other disposition of all or substantially all Capital Stock in any Subsidiary of the Borrower or any division, product line, or facility used for operations of the Borrower or any of its Subsidiaries, shall be excluded, and (ii) in the case of a Permitted Acquisition or Investment described in the definition of “Specified Transaction”, shall be included, (b) any retirement of Indebtedness, and (c) any incurrence or assumption of Indebtedness by the Borrower or any of the Restricted Subsidiaries in connection therewith (it being agreed that if such Indebtedness has a floating or formula rate, such Indebtedness shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate that is or would be in effect with respect to such Indebtedness as at the relevant date of determination); provided that, without limiting the application of the Pro Forma Adjustment pursuant to (A) above (but without duplication thereof), the foregoing pro forma adjustments may be applied to any such test or covenant solely to the extent that such adjustments are consistent with the definition of Consolidated EBITDA and give effect to events (including operating expense reductions) that are (i) (x) directly attributable to such transaction, (y) expected to have a continuing impact on the Borrower and the Restricted Subsidiaries and (z) factually supportable or (ii) otherwise consistent with the definition of Pro Forma Adjustment.

“Pro Forma Financial Statements” shall have the meaning provided in Section 8.9. “Pro Forma Entity” shall have the meaning provided in the definition of the term

“Acquired EBITDA.”

“Projections” shall have the meaning provided in Section 9.1(h).

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

“QFC Credit Support” shall have the meaning provided in Section 13.23.

“Qualified Lien Intercreditor Agreement” shall have the meaning provided in Section

10.2(t).

“Qualified Preferred Stock” means any Preferred Stock of the Borrower issued from

time to time that is not otherwise Disqualified Stock (without giving effect to the last sentence of the definition of “Disqualified Stock”).

“Qualified Refinancing Debt” shall have the meaning provided in Section 10.1(z). “Qualified Refinancing Liens” shall have the meaning provided in Section 10.2(t). “Real Estate” shall have the meaning provided in Section 9.1(e).

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“Refinanced Term Loans” shall have the meaning provided in Section 13.1. “Register” shall have the meaning provided in Section 13.6(b)(iv).

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“Regulation D” shall mean Regulation D of the Board as from time to time in effect and any successor to all or a portion thereof establishing reserve requirements.

“Regulation T” shall mean Regulation T of the Board as from time to time in effect and any successor to all or a portion thereof establishing margin requirements.

“Regulation U” shall mean Regulation U of the Board as from time to time in effect and any successor to all or a portion thereof establishing margin requirements.

“Regulation X” shall mean Regulation X of the Board as from time to time in effect and any successor to all or a portion thereof establishing margin requirements.

“Reimbursement Date” shall have the meaning provided in Section 3.4(a).

“Related Parties” shall mean, with respect to any specified Person, such Person’s Affiliates and the directors, officers, employees, agents, trustees and advisors of such Person and any Person that possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of such Person, whether through the ability to exercise voting power, by contract or otherwise.

“Released Credit Party” shall mean each Dormant Subsidiaries listed on Schedule1.1(g) attached hereto that is a party to any of the Credit Documents as of the date immediately prior to the Closing Date.

“Relevant Governmental Body” meansshall mean (a) with respect to a ReplacementBenchmark in Dollars,the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto. and (b) with respect to a Replacement Benchmark inrespect of any Alternative Currency, (1) the central bank for the currency in which such amountsare denominated hereunder or any central bank or other supervisor which is responsible forsupervising either (A) such Replacement Benchmark or (B) the administrator of such ReplacementBenchmark or (2) any working group or committee officially endorsed or convened by (A) thecentral bank for the currency in which such amounts are denominated, (B) any central bank orother supervisor that is responsible for supervising either (i) such Replacement Benchmark or (ii)the administrator of such Replacement Benchmark, (C) a group of those central banks or othersupervisors or (D) the Financial Stability Board or any part thereof.

“ Replacement Benchmark” shall mean, for any Available Tenor, the firstalternative set forth in the order below that can be determined by the Administrative Agent for theapplicable Benchmark Replacement Date:

(1)with respect to the Term SOFR Reference Rate, Daily Simple SOFR; and

(2)with respect to any other then-current Benchmark, the sum of (a) the alternatebenchmark rate and (b) an adjustment (which may be positive or negative value or zero), in eachcase, that has been selected by the Administrative Agent and the Borrower as the replacement forsuch Available Tenor of such Benchmark giving due consideration to any evolving or then existingconvention for similarly denominated syndicated credit facilities for such alternative benchmarksand adjustments or any selection, endorsement or recommendation by the Relevant GovernmentalBody with respect to such facilities;

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

“Replacement Benchmark Conforming Changes” shall mean, with respect to any Benchmark or the use, administration, adoption or implementation of any proposed Replacement Benchmark, any conforming changes to the definition of “ABR”, the definition of “ Business Day”, thedefinition of “ RFR Business Day”, the definition of “Interest Period”, timing and frequency of determining rates and making payments of interest and other administrative matters as may be appropriate, in the discretion of the Administrative Agent in consultation with the Borrower, to reflect the adoption of any such Replacement Benchmarkrateand to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of the Replacement Benchmark exists, in such other manner of administration as the Administrative Agent determines is reasonably necessary in connection with the administration of this Agreement).

“Replacement Benchmark Spread” shall mean, with respect to any replacement of LIBO Screen Ratethe then-current Benchmarkwith an alternate benchmark rate for each applicable Interest Period, a spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero) as may be agreed between the Administrative Agent and the Borrower, in each case giving due consideration to any evolving or then existing convention for similarly denominated syndicated credit facilities for such adjustments, which may include any selection, endorsement or recommendation by the Relevant Governmental Body with respect to such facilities for the applicable alternate benchmark rate.

“Replacement Term Loans” shall have the meaning provided in Section 13.1.

“Reportable Event” shall mean an event described in Section 4043 of ERISA and the regulations thereunder, other than any event as to which notice is waived pursuant to DOL Reg. § 4043 as in effect on the date hereof (no matter how such notice requirement may be changed in the future).

“Required Lenders” shall mean, at any date, Non-Defaulting Lenders having or holding a majority of the Dollar Equivalent of the sum of (i) the Revolving Credit Exposure at such date, (ii) the Adjusted Total Term Loan Commitment at such date and (iii) the outstanding principal amount of the Term Loans (excluding Term Loans held by Defaulting Lenders) at such date, in each case excluding Revolving Credit Exposure, Adjusted Total Term Loan Commitments and Term Loans held by Affiliated Lenders.

“Required Revolving Credit Lenders” shall mean, at any date, Non-Defaulting Lenders holding a majority of the Adjusted Total Revolving Credit Commitment at such date (or, if the Total Revolving Credit Commitment has been terminated at such time, a majority of the Revolving Credit Exposure (excluding Revolving Credit Exposure of Defaulting Lenders) at such time), in each case excluding Revolving Credit Commitments and Revolving Credit Exposure held by Affiliated Lenders.

“Required Term Loan Lenders” shall mean, at any date, Non-Defaulting Lenders having or holding a majority of the sum of (a) the Adjusted Total Term Loan Commitment at such date and (b) the aggregate outstanding principal amount of the Term Loans (excluding Term Loans held by

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Defaulting Lenders) at such date, in each case, excluding Term Loans and Adjusted Total Term Loan Commitments held by Affiliated Lenders.

“Requirement of Law” shall mean, as to any Person, the certificate of incorporation and by-laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or assets or to which such Person or any of its property or assets is subject.

“Restated Financial Statements” shall have the meaning given such term in Section

9.1.

“Restatement” shall have the meaning given such term in Section 9.1.

“Restricted Domestic Subsidiary” shall mean any Domestic Subsidiary that is a

Restricted Subsidiary.

“Restricted Non-Domestic Subsidiary” shall mean a Non-Domestic Subsidiary that is a Restricted Subsidiary.

“Restricted Payment” shall have the meaning given such term in Section 10.6.

“Restricted Subsidiary” shall mean any Subsidiary of the Borrower, other than an Unrestricted Subsidiary.

“Revaluation Date” shall mean (a) with respect to any Revolving Credit Loan or Swingline Loan, each of the following: (i) each date of a Borrowing of a Revolving Credit Loan or Swingline Loan, (ii) each date of a continuation of a Revolving Credit Loan pursuant to Section 2.6, and

(iii) such additional dates as the Administrative Agent shall determine or the Required Revolving Credit Lenders, or Swingline Lender (with respect to Revolving Credit Loans) shall require; and (b) with respect to any Letter of Credit, each of the following: (i) each date of issuance of any such Letter of Credit, (ii) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof, (iii) each date of any payment by the applicable Letter of Credit Issuer under any Letter of Credit, and (iv) such additional dates as the Administrative Agent or the Letter of Credit Issuer shall determine or the Required Revolving Credit Lenders shall require.

“Revolving Credit Commitment” shall mean, with respect to each Lender, its Series 2024 Revolving Credit Commitment.

“Revolving Credit Commitment Percentage” shall mean at any time, for each Revolving Credit Lender, the percentage obtained by dividing (a) such Lender’s Revolving Credit Commitment at such time by (b) the amount of the Total Revolving Credit Commitment at such time, provided that at any time when the Total Revolving Credit Commitment shall have been terminated, each Lender’s Revolving Credit Commitment Percentage shall be the percentage obtained by dividing (a) such Lender’s Revolving Credit Exposure at such time by (b) the Revolving Credit Exposure of all Lenders at such time.

“Revolving Credit Commitment Fee” shall have the meaning provided in Section

4.1(a).

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“Revolving Credit Commitment Fee Rate” shall mean, with respect to the Available Commitment on any day, and with respect to Series 2024 Revolving Credit Commitments, the rate per annum set forth below opposite the Status in effect on such day.

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Status    

Level I Status Level II Status

Commitment Fee Rate with respect to Series 2024

    Revolving Credit Loans    

0.375%

0.30%

Level III Status    0.25%

Level IV Status    0.20%

Notwithstanding the foregoing, the term “Revolving Credit Commitment Fee Rate” shall mean 0.300% during the period from and including the Closing Date to, but excluding, the Trigger Date.

“Revolving Credit Exposure” shall mean, with respect to any Revolving Credit Lender at any time, the sum of (a) the aggregate Dollar Equivalent of the principal amount of Revolving Credit Loans of such Lender then outstanding, (b) such Lender’s Letter of Credit Exposure at such time and (c) such Lender’s Revolving Credit Commitment Percentage of the aggregate principal amount of all outstanding Swingline Loans at such time.

“Revolving Credit Extension Request” shall have the meaning given to such term in

Section 2.15(b).

“Revolving Credit Lender” shall mean at any time, any Lender that has a Revolving

Credit Commitment, Revolving Credit Loan or Revolving Credit Exposure at such time. “Revolving Credit Loan” shall mean any Series 2024 Revolving Credit Loan.

“Revolving Credit Maturity Date” shall mean any date on which any Revolving Credit Loan shall mature and become fully due and payable, including the Series 2024 Revolving Credit Maturity Date.

“Revolving Credit Termination Date” shall mean the date on which the Revolving Credit Commitments shall have terminated, no Revolving Credit Loans shall be outstanding and the Letter of Credit Outstandings shall have been reduced to zero or Cash Collateralized.

“ RFR” shall mean, for any Obligations consisting of any interest, fees or otheramounts denominated in Sterling, SONIA.

“ RFR Administrator’s Website” shall mean the SONIA Administrator’s Website.

“ RFR Business Day” shall mean for any Obligations, interest, fees, commissions orother amounts denominated in, or calculated with respect to Sterling, any day except for (a) aSaturday, (b) a Sunday or (c) a day on which banks are closed for general business in London.

“ RFR Loan” shall mean any RFR Term Loan or RFR Revolving Credit Loan.

“ RFR Rate Day” has the meaning assigned to such term in the definition of “ Daily

Simple RFR”.

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“ RFR Revolving Credit Loan” shall mean any Revolving Credit Loan bearinginterest at a rate determined by reference to the Daily Simple RFR.

“ RFR Term Loan” shall mean any Term Loan bearing interest at a ratedetermined by reference to the Daily Simple RFR.

“S&P” shall mean Standard & Poor’s Ratings Services or any successor by merger or consolidation to its business.

“Sale Leaseback” shall mean any transaction or series of related transactions pursuant to which the Borrower or any of the Restricted Subsidiaries (a) sells, transfers or otherwise disposes of any property, real or personal, whether now owned or hereafter acquired, and (b) as part of such transaction, thereafter rents or leases such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold, transferred or disposed; provided that a transaction otherwise qualifying as a Sale Leaseback pursuant to this definition will be a Sale Leaseback regardless of whether accounting treatment (pursuant to ASC 840 or otherwise) characterizes the transaction as a sale and lease or as a financing transaction.

“ Sanctioned Country” shall mean, at any time, a country, region or territory which is itself the subject or target of any Sanctions (at the time of this Agreement, Crimea, Cuba, Iran, North Korea, Sudan and Syria).

“ Sanctioned Person” shall mean, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the

U.S. Department of the Treasury, the U.S. Department of State, the United Nations Security Council, the European Union, any European Union member state, the United Kingdom or other relevant sanctions authority, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person 20% or more of which is owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b).

“ Sanctions” shall mean (i) all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the United States including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, and (ii) all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the United Nations Security Council, the European Union, any European Union member state, the United Kingdom or other relevant sanctions authority, in each case, applicable to the Borrower or any Restricted Subsidiary or as applicable to the transactions contemplated by this Agreement.

“Scheduled Dispositions” shall have the meaning provided in Section 10.4.

“SEC” shall mean the Securities and Exchange Commission or any successor thereto.

“ Second Amendment” shall mean that certain Second Amendment to the ThirdAmended and Restated Credit Agreement, dated as of December [ ], 2022, among the Borrowerand the Administrative Agent.

“ Second Amendment Effective Date” shall mean December [ ], 2022.

“Second Lien Intercreditor Agreement” shall mean an Intercreditor Agreement substantially in the form of Exhibit K among the Administrative Agent, the Collateral Agent and the

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representatives for purposes thereof for any other Permitted Additional Debt Secured Parties that are holders of Permitted Additional Debt Obligations having a Lien on the Collateral ranking junior to the Lien securing the Obligations, with such changes thereto as may be reasonably acceptable to the Administrative Agent; provided that such changes are not materially adverse to the Lenders.

“Section 2.15 Additional Amendment” shall have the meaning given to such term in

Section 2.15(d).

“Section 9.1 Financials” shall mean the financial statements delivered, or required to be

delivered, pursuant to Section 9.1(a) or (b) together with the accompanying officer’s certificate delivered, or required to be delivered, pursuant to Section 9.1(c).

“Secured Hedge Agreement” shall mean Hedge Agreements on Schedule 1.1(e) and any Hedge Agreement that is entered into by and between the Borrower or any of its Restricted Subsidiaries and any Hedge Bank.

“Secured Parties” shall mean the Administrative Agent, the Collateral Agent, any other Agent, each Letter of Credit Issuer and each Lender, in each case, with respect to the Obligations or any Security Agreement, each Hedge Bank that is party to any Secured Hedge Agreement, each applicable Cash Management Bank (each as defined in the Security Agreement) and each sub-agent appointed by the Administrative Agent pursuant to Section 13 with respect to matters relating to the Obligations, or by the Collateral Agent with respect to matters relating to any Security Document.

“Securitization” shall mean a public or private offering by a Lender or any of its Affiliates or their respective successors and assigns of securities or notes which represent an interest in, or which are collateralized, in whole or in part, by the Loans and the Lender’s rights under the Credit Documents.

“Security Agreement” shall mean the Amended and Restated Security Agreement, dated as of April 26, 2017, entered into by the Borrower, the other grantors party thereto and the Collateral Agent for the benefit of the Secured Parties, as the same may be amended, supplemented or otherwise modified from time to time.

“Security Documents” shall mean, collectively, (a) the Guarantee, (b) the Pledge Agreement, (c) the Security Agreement, (d) the Mortgages relating to property owned by Credit Parties,

(e) the U.S. Institution Subsidiary Collateral Agreement and (f ) each other security agreement or other instrument or document executed and delivered pursuant to Section 9.11, 9.12 or 9.14 or pursuant to any other such Security Documents, in each case to secure the Obligations or to perfect such security interest.

“Senior Secured Incurrence Test” shall mean, as of any date, with respect to the last day of the most recently ended Test Period, the Consolidated EBITDA to Consolidated Interest Expense Ratio shall be no less than 2.00 to 1.00.

“Series” shall have the meaning provided in Section 2.14.

“Series 2024 Revolving Credit Loan” shall have the meaning provided in Section

2.1(a).

“Series 2024 Revolving Credit Maturity Date” shall mean October 7, 2024.

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“Series 2024 Revolving Credit Termination Date” shall mean the date on which the Series 2024 Revolving Credit Commitments shall have terminated, no Series 2024 Revolving Credit Loans shall be outstanding and the Letter of Credit Outstandings of the Series 2024 Revolving Credit Lenders shall have been reduced to zero or Cash Collateralized.

“Series 2024 Swingline Loans” shall mean any Swingline Loan made pursuant to the Series 2024 Revolving Credit Commitments.

“Series 2024 Revolving Credit Commitment” shall mean, (a) with respect to each Lender that is a Revolving Credit Lender on the Closing Date, the amount set forth opposite such Revolving Credit Lender’s name on Schedule 1.1(b) as such Revolving Credit Lender’s “Series 2024 Revolving Credit Commitment” and (b) in the case of any Lender that becomes a Revolving Credit Lender after the Closing Date, the amount specified as such Lender’s “Series 2024 Revolving Credit Commitment” in the Assignment and Acceptance pursuant to which such Lender assumed a portion of the Series 2024 Total Revolving Credit Commitment, in each case as the same may be changed from time to time pursuant to terms hereof. The aggregate amount of the Series 2024 Revolving Credit Commitment as of the Closing Date is $410,000,000.

“Series 2024 Revolving Credit Commitment Percentage” shall mean at any time, for each Series 2024 Revolving Credit Lender, the percentage obtained by dividing (a) such Lender’s Series 2024 Revolving Credit Commitment at such time by (b) the amount of the Series 2024 Total Revolving Credit Commitment at such time, provided that at any time when the Series 2024 Total Revolving Credit Commitment shall have been terminated, each Lender’s Series 2024 Revolving Credit Commitment Percentage shall be the percentage obtained by dividing (a) such Lender’s Series 2024 Revolving Credit Exposure at such time by (b) the Series 2024 Revolving Credit Exposure of all Lenders at such time.

“Series 2024 Revolving Credit Exposure” shall mean, with respect to any Series 2024 Revolving Credit Lender at any time, the sum of (a) the aggregate Dollar Equivalent of Series 2024 Revolving Credit Loans of such Lender then outstanding and (b) such Lender’s Letter of Credit Exposure at such time.

“Series 2024 Revolving Credit Lender” shall mean at any time, any Lender that has a Series 2024 Revolving Credit Commitment, Series 2024 Revolving Credit Loans or Series 2024 Revolving Credit Exposure at such time.

“Series 2024 Total Revolving Credit Commitment” shall mean the sum of the Series 2024 Revolving Credit Commitments of all the Series 2024 Revolving Credit Lenders.

“SOFR” shall mean the daily Secured Overnight Financing Rate providedrate perannum equal to the secured overnight financing rate for such Business Day publishedby the Federal Reserve Bank of New York, as the administrator of the benchmark (or a successor administrator) onof the secured overnight financing rate) on the website ofthe Federal Reserve Bank of New York’s Website.York, currently at http://www.newyorkfed.org (or any successor source forthe secured overnight financing rate identified as such by the administrator of the securedovernight financing rate from time to time).

“ SOFR Administrator” means the Federal Reserve Bank of New York (or asuccessor administrator of the secured overnight financing rate).

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“ SOFR Administrator’s Website” means the website of the Federal Reserve Bankof New York, currently at http://www.newyorkfed.org, or any successor source for the securedovernight financing rate identified as such by the SOFR Administrator from time to time.

“Sold Entity or Business” shall have the meaning provided in the definition of the term “Consolidated EBITDA”.

“Solvent” shall mean, with respect to any Person, that as of the Closing Date, (a) (i) the sum of such Person’s debt (including contingent liabilities) does not exceed the present fair saleable value of such Person’s present assets; (ii) such Person’s capital is not unreasonably small in relation to its business as contemplated on the Closing Date; and (iii) such Person has not incurred and does not intend to incur, or believe that it will incur, debts including current obligations beyond its ability to pay such debts as they become due (whether at maturity or otherwise); and (b) such Person is “solvent” within the meaning given that term and similar terms under applicable laws relating to fraudulent transfers and conveyances. For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5).

“ SONIA” shall mean, with respect to any RFR Business Day, a rate per annumequal to the Sterling Overnight Index Average for such RFR Business Day published by theSONIA Administrator on the SONIA Administrator’s Website.

“ SONIA Adjustment” shall mean 0.1193 % per annum.

“ SONIA Administrator” shall mean the Bank of England (or any successoradministrator of the Sterling Overnight Index Average).

“ SONIA Administrator’s Website” shall mean the Bank of England’s website,currently at http://www.bankofengland.co.uk, or any successor source for the Sterling OvernightIndex Average identified as such by the SONIA Administrator from time to time.

“Specified Existing Revolving Credit Commitment” shall have the meaning given to such term in Section 2.15(b).

“Specified Subsidiary” shall mean, at any date of determination (a) any Material Subsidiary, (b) any Unrestricted Subsidiary (i) whose total assets at the last day of the Test Period ending on the last day of the most recent fiscal period for which Section 9.1 Financials have been delivered were equal to or greater than 10% of the Consolidated Total Assets of the Borrower and the Subsidiaries at such date, or (ii) whose revenues during such Test Period were equal to or greater than 10% of the consolidated revenues of the Borrower and the Subsidiaries for such period, in each case determined in accordance with GAAP, and (c) each other Unrestricted Subsidiary that is the subject of an Event of Default under Section 11.5 and that, when such Subsidiary’s total assets or revenues are aggregated with the total assets or revenues, as applicable, of each other Subsidiary that is the subject of an Event of Default under Section 11.5 would constitute a Specified Subsidiary under clause (b) above.

“Specified Stock Consideration” shall have the meaning provided in Section 10.6(j). “Specified Transaction” shall mean, with respect to any period, any Permitted

Acquisition, Investment, Disposition of assets, incurrence or repayment of Indebtedness, Restricted

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Payment, Subsidiary designation, New Term Loan, New Revolving Credit Commitment or other event that by the terms of this Agreement requires “Pro Forma Compliance” with a test or covenant hereunder or requires such test or covenant to be calculated on a “Pro Forma Basis.”

“Sponsor” shall mean any of KKR and its Affiliates but excluding portfolio companies of any of the foregoing.

“State Educational Agency” shall mean a governmental authority of any state of the United States, or the District of Columbia, that provides legal authorization to the Borrower or any U.S. Institution Subsidiary to operate postsecondary education institutions or programs.

“Stated Amount” of any Letter of Credit shall mean the Dollar Equivalent of the maximum amount from time to time available to be drawn thereunder, determined without regard to whether any conditions to drawing could then be met.

“Status” shall mean the existence of Level I Status, Level II Status, Level III Status or Level IV Status, as the case may be, as in effect on such date, as determined pursuant to Section 1.7.

“ Statutory Reserves” shall mean a fraction (expressed as a decimal), the numeratorof which is the number one and the denominator of which is the number one minus the aggregateof the maximum reserve percentages (including any marginal, special, emergency or supplementalreserves) expressed as a decimal established by the Board and any other banking authority,domestic or foreign, to which the Administrative Agent or any Lender (including any branch,Affiliate or other fronting office making or holding a Loan) is subject for eurocurrency funding(currently referred to as “ Eurocurrency Liabilities” in Regulation D of the Board). EurodollarRate Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserverequirements without benefit of or credit for proration, exemptions or offsets that may beavailable from time to time to any Lender under such Regulation D or any comparable regulation.Statutory Reserves shall be adjusted automatically on and as of the effective date of any change inany reserve percentage.

“Sterling” or “£” shall mean lawful currency of the United Kingdom.

“Stock” shall mean shares of capital stock or shares in the capital, as the case may be (whether denominated as common stock or preferred stock or ordinary shares or preferred shares, as the case may be), beneficial, partnership or membership interests, participations or other equivalents (regardless of how designated) of or in a corporation, partnership, limited liability company or equivalent entity, whether voting or non-voting.

“Stock Equivalents” shall mean all securities convertible into or exchangeable for Stock and all warrants, options or other rights to purchase or subscribe for any Stock, whether or not presently convertible, exchangeable or exercisable.

“Subject Financial Statements” shall have the meaning given such term in Section 9.1. “Subsequent Period” shall mean the period beginning with and including the first

period for which financial statements are delivered pursuant to Section 1.8(c) reflecting a change in the accounting for Not-for-Profit Universities.

“Subsidiary” of any Person shall mean and include (a) any corporation more than 50% of whose Stock of any class or classes having by the terms thereof ordinary voting power to elect a

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majority of the directors of such corporation (irrespective of whether or not at the time Stock of any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time owned by such Person directly or indirectly through Subsidiaries, (b) any limited liability company, partnership, association, joint venture or other entity of which such Person directly or indirectly through Subsidiaries has more than a 50% equity interest at the time, and (c) any affiliated not-for-profit, non-stock universities that are controlled through majority voting interests of their respective boards of directors. Unless otherwise expressly provided, all references herein to a “Subsidiary” shall mean a Subsidiary of the Borrower.

“Successor Company” shall have the meaning provided in Section 10.3(i)(i). “Successor Borrower” shall have the meaning provided in Section 10.3(a).

“Successor Restricted Subsidiary” shall have the meaning provided in Section

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10.3(j)(ii).

“Supported QFC” shall have the meaning provided in Section 13.23.

“Swap” means any agreement, contract, or transaction that constitutes a “swap” within

the meaning of section 1a(47) of the Commodity Exchange Act.

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

“Swingline Commitment” shall mean $10,000,000.

“Swingline Exposure” shall mean, with respect to any Lender at any given time, such Lender’s Revolving Credit Commitment Percentage of the aggregate principal amount of all outstanding Swingline Loans at such time.

“Swingline Lender” shall mean each Lender or Affiliate of a Lender that has agreed to be a Swingline Lender hereunder to be mutually agreed by the Administrative Agent and the Borrower, or any replacement or successor thereto.

“Swingline Loans” shall have the meaning provided in Section 2.1(d).

“Swingline Maturity Date” shall mean, with respect to any Swingline Loan, the date that is five Business Days prior to the Series 2024 Revolving Credit Maturity Date.

“TARGET Day” shall mean any day on which the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET) payment system (or, if such payment system ceases to be operative, such other payment system (if any) determined by the Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euro.

“Taxes” shall mean any and all present or future taxes, duties, levies, imposts, assessments, deductions, withholdings or other similar charges imposed by any Governmental Authority whether computed on a separate, consolidated, unitary, combined or other basis and any interest, fines, penalties or additions to tax with respect to the foregoing.

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“Term Loan Commitment” shall mean, if applicable, with respect to each Lender, such Lender’s New Term Loan Commitment made after the Closing Date with respect to any Series. The aggregate amount of the Term Loan Commitments as of the Closing Date is $0.

“Term Loan Lender” shall mean, if applicable, a Lender with a Term Loan Commitment or an outstanding Term Loan.

“Term Loan Maturity Date” shall mean, if applicable, any date on which any Term Loan shall mature and become fully due and payable hereunder, including any New Term Loan Maturity Date.

“Term Loans” shall mean, if applicable, any New Term Loans (of each Series) incurred after the Closing Date, collectively. The aggregate amount of the Term Loans as of the Closing Date is

$0.

“Term SOFR” shall mean,

the forward-looking term SOFR rate, for a term equal(a) for any calculation withrespect to a Term SOFR Loan, the Term SOFR Reference Rate for a tenor comparableto the applicable Interest Period, that is selected, endorsed or recommended as the replacement for LIBOScreen Rate by the Relevant Governmental Body in each case as displayed on a screen or otherinformation service that publishes such rate from time to time as on the day (such day, the“ Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities BusinessDays prior to the first day of such Interest Period, as such rate is published by the Term SOFRAdministrator; provided, however, that if as of 5:00 p.m. (New York City time) on any PeriodicTerm SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has notbeen published by the Term SOFR Administrator, then Term SOFR will be the Term SOFRReference Rate for such tenor as published by the Term SOFR Administrator on the firstpreceding U.S. Government Securities Business Day for which such Term SOFR Reference Ratefor such tenor was published by the Term SOFR Administrator so long as such first preceding U.S.Government Securities Business Day is not more than three (3) U.S. Government SecuritiesBusiness Days prior to such Periodic Term SOFR Determination Day, and

(b) for any calculation with respect to an ABR Loan on any day, the Term SOFRReference Rate for a tenor of one month on the day (such day, the “ ABR Term SOFRDetermination Day”) that is two (2) U.S. Government Securities Business Days prior to such day,as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00

p.m. (New York City time) on any ABR Term SOFR Determination Day the Term SOFRReference Rate for the applicable tenor has not been published by the Term SOFR Administrator ,then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the TermSOFR Administrator on the first preceding U.S. Government Securities Business Day for whichsuch Term SOFR Reference Rate for such tenor was published by the Term SOFR Administratorso long as such first preceding U.S. Government Securities Business Day is not more than three (3)

U.S. Government Securities Business Days prior to such ABR Term SOFR Determination Day.

“ Term SOFR Adjustment” shall mean 0.10% per annum.

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

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“ Term SOFR Loan” shall mean any Term SOFR Term Loan or Term SOFRRevolving Credit Loan.

“ Term SOFR Reference Rate” shall mean the forward-looking term rate based onSOFR that has been selected or recommended by the Relevant Governmental Body.

“ Term SOFR Revolving Credit Loan” shall mean any Revolving Credit Loanbearing interest at a rate determined by reference to Term SOFR.

“ Term SOFR Term Loan” shall mean any Term Loan bearing interest at a ratedetermined by reference to Term SOFR.

“Test Period” shall mean, for any determination under this Agreement, the four consecutive fiscal quarters of the Borrower then last ended.

“Total Credit Exposure” shall mean, at any date, the sum, without duplication, of (a) the Total Revolving Credit Commitment at such date (or, if the Total Revolving Credit Commitment shall have terminated on such date, the aggregate Revolving Credit Exposure of all Lenders at such date),

(b)the amount of Total Term Loan Commitments that are undrawn at such date and (c) without duplication of clause (b), the aggregate outstanding principal amount of all Term Loans at such date.

“Total Revolving Credit Commitment” shall mean the sum of the Revolving Credit Commitments of all the Revolving Credit Lenders.

“Total Term Loan Commitment” shall mean the New Term Loan Commitments made after the Closing Date, if applicable, of all the Lenders.

“Transaction Expenses” shall mean any fees or expenses incurred or paid by the Borrower or any of its Restricted Subsidiaries in connection with the Transactions, this Agreement and the other Credit Documents and the transactions contemplated hereby and thereby.

“Transactions” shall have the meaning provided in the Recitals. “Transferee” shall have the meaning provided in Section 13.6(e).

“Trigger Date” shall mean the day following the date on which Section 9.1 Financials were delivered to the Administrative Agent for the fiscal quarter ending on September 30, 2019.

“Type” shall mean (a) as to any Term Loan, its nature as an ABR Loan or a LIBOR, Eurodollar Term Loan, RFR Term Loan or a Term SOFRTerm Loan and (b) as to any Revolving Credit Loan, its nature as an ABR Loan or a LIBOR, Eurodollar Rate Revolving Credit Loan, RFRRevolving Credit Loan or a Term SOFRRevolving Credit Loan.

“ U.S. Government Securities Business Day” shall mean any day except for (i) aSaturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial MarketsAssociation recommends that the fixed income departments of its members be closed for the entireday for purposes of trading in United States government securities.

“U.S. Special Resolution Regime” shall have the meaning provided in Section 13.23.

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“Unfunded Current Liability” of any Plan shall mean the amount, if any, by which the Accumulated Benefit Obligation (as defined under Statement of Financial Accounting Standards No. 87 (“SFAS 87”)) under the Plan as of the close of its most recent plan year, determined in accordance with SFAS 87 as in effect on the date hereof, exceeds the fair market value of the assets allocable thereto.

“Unpaid Drawing” shall have the meaning provided in Section 3.4(a).

“Unrestricted Cash” shall mean the aggregate cash and cash equivalents included in the cash and cash equivalents accounts listed on the consolidated balance sheet of the Borrower , in accordance with GAAP, as at such date minus any amount thereof held by Unrestricted Subsidiaries.

“Unrestricted Subsidiary” shall mean (a) each Subsidiary on Schedule 1.1(f), (b) any Subsidiary of the Borrower that is formed or acquired after the Closing Date, provided that at such time (or promptly thereafter) the Borrower designates such Subsidiary an Unrestricted Subsidiary in a written notice to the Administrative Agent, (c) any Restricted Subsidiary subsequently designated as an Unrestricted Subsidiary by the Borrower in a written notice to the Administrative Agent, provided that in the case of (b) and (c), (x) such designation shall be deemed to be an Investment (or reduction in an outstanding Investment, in the case of a designation of an Unrestricted Subsidiary as a Restricted Subsidiary) on the date of such designation in an amount equal to the net book value of the Borrower’s direct or indirect investment therein and such designation shall be permitted only to the extent permitted under Section 10.5 on the date of such designation and (y) no Default or Event of Default would result from such designation after giving Pro Forma Effect thereto and (d) each Subsidiary of an Unrestricted Subsidiary. The Borrower may, by written notice to the Administrative Agent, re-designate any Unrestricted Subsidiary as a Restricted Subsidiary, and thereafter, such Subsidiary shall no longer constitute an Unrestricted Subsidiary, but only if (x) to the extent such Subsidiary has outstanding Indebtedness on the date of such designation, immediately after giving effect to such designation, the Borrower shall be in compliance, on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness, with the Senior Secured Incurrence Test (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating satisfaction of such test) and (y) no Default or Event of Default would result from such re-designation. On or promptly after the date of its formation, acquisition, designation or re-designation, as applicable, each Unrestricted Subsidiary (other than an Unrestricted Subsidiary that is a Non-Domestic Subsidiary) shall have entered into a tax sharing agreement containing terms that, in the reasonable judgment of the Administrative Agent, provide for an appropriate allocation of tax liabilities and benefits.

“U.S. Institution Subsidiary Collateral Agreement” shall mean an Amended and Restated Collateral Agreement, dated as of April 26, 2017, by and among each U.S. Institution Subsidiary required to pledge its assets pursuant to Sections 9.11 and9.12 (or which does pledge its assets) and the Collateral Agent,, as the same may be amended, supplemented or otherwise modified from time to time.

“U.S. Institution Subsidiary” shall mean (i) as of the Closing Date, Walden, and (ii) after the Closing Date, each other Subsidiary of the Borrower which receives any funds from the U.S. Department of Education under Title IV of the Higher Education Act of 1965, as amended, 20 U.S.C.A. § 1070 et seq.

“U.S. Lender” shall have the meaning provided in Section 5.4(g).

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“Voting Stock” shall mean, with respect to any Person, such Person’s Stock or Stock Equivalents having the right to vote for the election of directors of such Person under ordinary circumstances.

“Walden” shall mean Walden University, LLC, a Florida limited liability company.

“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

1.2Other Interpretive Provisions. With reference to this Agreement and each other Credit Document, unless otherwise specified herein or in such other Credit Document:

(a)The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(b)The words “herein”, “hereto”, “hereof” and “hereunder” and words of similar import when used in any Credit Document shall refer to such Credit Document as a whole and not to any particular provision thereof.

(c)Article, Section, Exhibit and Schedule references are to the Credit Document in which such reference appears.

(d)The term “including” is by way of example and not limitation.

(e)The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.

(f)In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including”.

(g)Section headings herein and in the other Credit Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Credit Document.

(h)Whenever any performance obligation hereunder or under any other Credit Document (other than a payment obligation) shall be stated to be due or required to be satisfied on a day other than a Business Day, such performance shall be made or satisfied on the next succeeding Business Day.

1.3Accounting Terms.

(a)All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP. Notwithstanding anything to the contrary in this Agreement, all obligations that are or would be treated as operating leases for purposes of GAAP prior to giving effect to Financial Accounting Standards Board, Accounting Standards Update No. 2016-02, Leases (Topics 842) (or

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any other Financial Accounting Standards Board Accounting Standards having a similar result or effect) (and related interpretations) shall continue to be accounted for, and all leases that are classified as Operating Lease Right of Use Assets and Related Liabilities on the consolidated balances of the Borrower shall be treated, as operating leases for purposes of all accounting and financial definitions and calculations (whether or not such operating lease obligations were in effect on such date) and shall not constitute Indebtedness of the Borrower and its Subsidiaries.

(b)Notwithstanding anything to the contrary herein, for purposes of determining compliance with any test or covenant contained in this Agreement with respect to any period during which any Specified Transaction occurs, the Consolidated Total Debt to Consolidated EBITDA Ratio, the Consolidated EBITDA to Consolidated Interest Expense Ratio and the Consolidated Senior Secured Debt to Consolidated EBITDA Ratio shall each be calculated with respect to such period and such Specified Transaction on a Pro Forma Basis.

1.4Rounding. Any financial ratios required to be maintained by the Borrower pursuant to this Agreement (or required to be satisfied in order for a specific action to be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

1.5References to Agreements, Laws, Etc. Unless otherwise expressly provided herein, (a) references to organizational documents, agreements (including the Credit Documents) and other Contractual Requirements shall be deemed to include all subsequent amendments, restatements, amendment and restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, amendment and restatements, extensions, supplements and other modifications are permitted by any Credit Document; and (b) references to any Requirement of Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Requirement of Law

1.6Exchange Rates. For purposes of determining compliance under Sections 10.4, 10.5 and 10.6 with respect to any amount in a currency other than Dollars (other than with respect to (a) any amount derived from the financial statements of the Borrower or its Subsidiaries or (b) any Indebtedness denominated in a currency other than Dollars), such amount shall be deemed to equal the Dollar Equivalent thereof based on the average Screen Rate for such currency for the most recent twelve-month period immediately prior to the date of determination. For purposes of determining compliance with Sections 10.1, 10.2 and 10.5, with respect to any amount of Indebtedness denominated in a currency other than Dollars, compliance will be determined at the time of incurrence or advancing thereof using the Dollar Equivalent thereof at the Screen Rate in effect at the time of such incurrence or advancement.

1.7Determinations of Status. Each determination of Status shall be made as

follows:

(a)Subject to clauses (b) and (c) of this Section 1.7, no change in Status resulting from changes in the Consolidated Total Debt to Consolidated EBITDA Ratio shall become effective until two Business Days after the date on which the Administrative Agent shall have received (a) the applicable Section 9.1 Financials and (b) the officer’s certificate required under Section 9.1(c) with respect to such Section 9.1 Financials. The Consolidated Total Debt to Consolidated EBITDA Ratio will be determined as of the end of the Test Period ending at the end

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of the fiscal period covered by such Section 9.1 Financials. Such Status shall remain in effect until the next change to be effected pursuant to this Section 1.7.

(b)Notwithstanding anything to the contrary contained in this Section 1.7 or elsewhere in this Agreement (other than clause (c) of this Section 1.7), if the Consolidated Total Debt to Consolidated EBITDA Ratio or Status set forth in any officer’s certificate delivered to the Administrative Agent pursuant to Section 9.1(c) is shown to be inaccurate (as of a time when unpaid Obligations under this Agreement are outstanding (other than indemnities and other contingent obligations not yet due and payable)) for any reason and such inaccuracy, if corrected, would have led to the application of a higher Applicable ABR Margin or the Applicable LIBOR Margin for any period (an “Applicable Period”) than the Applicable ABR Margin or the Applicable LIBORMargin applied for such Applicable Period, then (i) the Borrower shall immediately deliver to the Administrative Agent a correct officer’s certificate required under Section 9.1(c) for such Applicable Period, (ii) the Applicable ABR Margin and/or Applicable LIBOR Margin shall be retroactively determined based on the Consolidated Total Debt to Consolidated EBITDA Ratio and Status set forth in such corrected officer’s certificate and (iii) the Borrower shall immediately pay to Administrative Agent the accrued additional interest owing as a result of such increased Applicable ABR Margin or the Applicable LIBOR Margin for such Applicable Period. Nothing in this paragraph shall limit the right of Administrative Agent or any Lender under Section 2.8(c) or Section 11.

(c)Notwithstanding the foregoing, Level I Status shall be deemed to exist at any time (i) the Borrower has not submitted to the Administrative Agent the applicable Section 9.1 Financials or officer’s certificate required under Section 9.1(c) or (ii) an Event of Default exists and is continuing.

(d)Within one Business Day of receipt of the applicable Section 9.1 Financials or officer’s certificate required under Section 9.1(c), the Administrative Agent shall give each Lender telefacsimile or telephonic notice (confirmed in writing) of the Applicable ABR Margin and/or the Applicable LIBOR Margin in effect from such date.

1.8Not-For-Profit Universities.

Notwithstanding anything to the contrary in this Agreement, if at any time the Borrower concludes that one or more of its Not-For-Profit Universities no longer should be included as a fully economically consolidated entity (each such Not-For-Profit University, a “Non-Consolidated Not-For-Profit University”) in the consolidated financial statements of the Borrower delivered to the Administrative Agent in accordance with Sections 9.1(a) or 9.1(b), including the consolidated balance sheet of the Borrower and the related consolidated statements of operations and cash flows:

(a)the delivery of any consolidated financial statements of the Borrower for any period prior to the Subsequent Period, which consolidated financial statements included any such Non-Consolidated Not-For-Profit University as a consolidated Subsidiary of the Borrower (each “Prior Financial Statements”) and any accompanying certification and narrative report with respect thereto shall not give rise to a Default or an Event of Default due to the inclusion of any such Non-Consolidated Not-For-Profit University in the consolidated financial statements of the Borrower for any period prior to the Subsequent Period;

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(b)any restatement of any Prior Financial Statements solely in connection with any such change in accounting treatment for any Not-For-Profit University shall not give rise to a Default or an Event of Default; and

(c)for each Subsequent Period, to satisfy the delivery of consolidated financial statements of the Borrower and the Subsidiaries to the Administrative Agent pursuant to Section9.1(a) or Section 9.1(b), as the case may be, the Borrower shall furnish to the Administrative Agent

(i) the consolidated financial statements of the Borrower (excluding any Non-Consolidated Not-For-Profit University) prepared in accordance with GAAP (each “Consolidated Financial Statements”), (ii) the aggregate of the unaudited standalone consolidated financial statements of each Non-Consolidated Not-For-Profit University (each “Non-Consolidated NFP Financial Statements”) prepared in accordance with GAAP and (iii) a reconciliation reflecting the aggregate of the results of (A) the Consolidated Financial Statements and (B) the aggregate results of the Non-Consolidated NFP Financial Statements (the reconciliation referred to in clause (iii) of Section1.8(c) is referred to as the “Lender Financials”).

In addition, notwithstanding anything to the contrary herein, the Borrower shall not be deemed to have failed to comply with any of its agreements under Sections 9.1(a) or 9.1(b) for the purposes of Section

11.3 if any such failure to comply is caused by a need to restate any Prior Financial Statements solely in connection with any such change in accounting treatment for any Not-For-Profit University until such failure shall continue unremedied 120 days after the date any report is required to be filed with SEC or delivered to the Administrative Agent pursuant to Sections 9.1(a) or 9.1(b).

1.9Divisions. For all purposes under the Credit Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized and acquired on the first date of its existence by the holders of its Stock at such time.

1.10Rates. The Administrative Agent does not warrant or acceptresponsibility for, and shall not have any liability with respect to (a) the continuation of,administration of, submission of, calculation of or any other matter related to any Benchmark, anycomponent definition thereof or rates referenced in the definition thereof or any alternative,successor or replacement rate thereto (including any Replacement Benchmark), including whetherthe composition or characteristics of any such alternative, successor or replacement rate (includingany Replacement Benchmark) will be similar to, or produce the same value or economicequivalence of, or have the same volume or liquidity as, such Benchmark or any other Benchmarkprior to its discontinuance or unavailability, or (b) the effect, implementation or composition ofany Replacement Benchmark Conforming Changes. The Administrative Agent and its affiliates orother related entities may engage in transactions that affect the calculation of any Benchmark, anyalternative, successor or replacement rate (including any Replacement Benchmark) or anyrelevant adjustments thereto, in each case, in a manner adverse to the Borrower. TheAdministrative Agent may select information sources or services in its reasonable discretion toascertain any Benchmark, any component definition thereof or rates referenced in the definitionthereof, in each case pursuant to the terms of this Agreement, and shall have no liability to theBorrower, any Lender or any other person or entity for damages of any kind, including direct orindirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether

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in tort, contract or otherwise and whether at law or in equity), for any error or calculation of anysuch rate (or component thereof) provided by any such information source or service.

SECTION 2.    Amount and Terms of Credit.

2.1Commitments. (a)

(i)On the Closing Date, in accordance with, and upon the terms and conditions set forth herein, (x) the Revolving Credit Commitment of each Revolving Credit Lender party hereto existing immediately before the Closing Date shall continue hereunder and be reclassified as a Series 2024 Revolving Credit Commitment on such date and (y) each of the other Revolving Credit Lenders party hereto shall have the Series 2024 Revolving Credit Commitments, in each case, as set forth on Schedule 1.1(b), such that on the Closing Date the Revolving Credit Lenders, whether a Revolving Credit Lender under the Existing Credit Agreement or otherwise, shall have the Series 2024 Revolving Credit Commitments set forth on Schedule 1.1(b).

(ii)Subject to and upon the terms and conditions herein set forth, each Lender having a Series 2024 Revolving Credit Commitment severally agrees to make a loan or

loans denominated in Dollars or Alternative Currencies (each a “Series 2024 Revolving Credit Loan” or a “Series 2024 Revolving Credit Loan”) to the Borrower, which Revolving Credit Loans (A) shall be made at any time and from time to time on and after the Closing Date and prior to (but not on) the Series 2024 Revolving Credit Maturity Date, (B) may, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans (in the case of Revolving Credit Loans denominated in Dollars only) or LIBOR, Term SOFR Loans (in thecase ofRevolving Credit Loans denominated in Dollars only), Eurodollar Rate RevolvingCredit Loans (in the case of Revolving Credit Loans denominated in Euro only) or RFRRevolving Credit Loans (in the case of Revolving Credit Loans denominated in any

Alternative Currency other than Euros), provided that all Series 2024 Revolving Credit Loans made by each of the Series 2024 Revolving Credit Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Series 2024 Revolving Credit Loans of the same Type, and (C) may be repaid and reborrowed in accordance with the provisions hereof.

(b)Each Series 2024 Revolving Credit Loan (A) shall not, for any Series 2024 Revolving Credit Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Series 2024 Revolving Credit Lender’s Series 2024 Revolving Credit Exposure at such time exceeding such Series 2024 Revolving Credit Lender’s Series 2024 Revolving Credit Commitment at such time, (B) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Series 2024 Revolving Credit Lenders’ Series 2024 Revolving Credit Exposures at such time exceeding the Series 2024 Total Revolving Credit Commitment then in effect, (C) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the Aggregate Multicurrency Exposures at such time exceeding the Multicurrency Sublimit then in effect and (D) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the Available Revolving Commitments being less than zero. On the Series 2024 Revolving Credit Maturity Date, all Series 2024 Revolving Credit Loans shall be repaid in full by the Borrower in Dollars or the applicable Alternative Currency.

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(c)Each Lender may at its option make any LIBOREurodollar Rate Loan,Term SOFR Loan or RFRLoan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that (A) any exercise of such option shall not affect the obligation of the Borrower to repay such Loan and (B) in exercising such option, such Lender shall use its reasonable efforts to minimize any increased costs to the Borrower resulting therefrom (which obligation of the Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.10 shall apply).

(d)Subject to and upon the terms and conditions herein set forth, the Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Closing Date and prior to the Swingline Maturity Date, to make a loan or loans (each a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower in Dollars, which Swingline Loans (i) shall be ABR Loans, (ii) shall have the benefit of the provisions of Section 2.1(c), (iii) shall not exceed at any time outstanding the Swingline Commitment, (iv) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect and (v) may be repaid and reborrowed in accordance with the provisions hereof. Each outstanding Swingline Loan shall be repaid in full on the Swingline Maturity Date. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from the Borrower or any Lender stating that a Default or Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice or (ii) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1.

(e)On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Administrative Agent (which shall notify each Revolving Credit Lender) that all then-outstanding Swingline Loans shall be funded with a Borrowing of Revolving Credit Loans denominated in Dollars, in which case Revolving Credit Loans denominated in Dollars constituting ABR Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by each Revolving Credit Lender pro rata based on each such Lender’s Revolving Credit Commitment Percentage, and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Credit Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing (but only if it is a Business Day) or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Revolving Credit Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such participation of the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages, provided that all principal and interest payable on such

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Swingline Loans shall be for the account of the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be

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payable to such Lender purchasing the same from and after such date of purchase. Participations in Swingline Loans shall be allocated to the Series 2024 Revolving Credit Lenders ratably in accordance with their Series 2024 Revolving Credit Commitments. To the extent that any Swingline Loans shall have been funded pursuant to a Mandatory Borrowing comprised of Series 2024 Revolving Credit Loans, such Mandatory Borrowings shall be subject to repayment in accordance with the terms of the Series 2024 Revolving Credit Loans and on the Series 2024 Revolving Credit Maturity Date. To the extent that any Series 2024 Swingline Loans remain outstanding on the Series 2024 Revolving Credit Maturity Date, such Series 2024 Swingline Loans shall be subject to repayment in full on such date. To the extent any Series 2024 Revolving Credit Lender holds any participations in any Swingline Loan as a result of there not having occurred a Mandatory Borrowing under this Section 2.1(e), then on the Series 2024 Revolving Credit Maturity Date, the Swingline Loans shall be prepaid in an amount such that after such prepayment, no Series 2024 Revolving Credit Lenders shall still hold any participation in Swingline Loans hereunder.

2.1Minimum Amount of Each Borrowing; Maximum Number ofBorrowings. The aggregate principal amount of each Borrowing of Term Loans or Revolving Credit Loans shall be in a minimum amount of at least the Minimum Borrowing Amount for such Type of Loans and in a multiple of $1,000,000 in excess thereof (or £1,000,000 in the case of Revolving Credit Loans denominated in Sterling or €1,000,000 in the case of Revolving Credit Loans denominated in Euro or, with respect to a Borrowing in any other Alternative Currency, in a multiple thereof in an amount to be agreed upon by the Administrative Agent and the Borrower) and Swingline Loans shall be in a minimum amount of $500,000 and in a multiple of $500,000 in excess thereof (except that Mandatory Borrowings shall be made in the amounts required by Section 2.1(e) and Revolving Credit Loans to reimburse a Letter of Credit Issuer with respect to any Unpaid Drawing shall be made in the amounts required by Section 3.3 or Section 3.4, as applicable). More than one Borrowing may be incurred on any date; provided that at no time shall there be outstanding more than 8 Borrowings of LIBOR Loans ofany Typeunder this Agreement.

2.2Notice of Borrowing.

(a)The Borrower shall give the Administrative Agent at the Administrative Agent’s Office (i) prior to 12:00 Noon (New York City time) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowing of Term Loans if such Term Loans are to be initially LIBORTerm SOFRLoans, and (ii) written notice (or telephonic notice promptly confirmed in writing) prior to 12:00 Noon (New York City time) on the date of the Borrowing of Term Loans if such Term Loans are to be ABR Loans. Such notice (together with each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(b) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(c), a “Notice of Borrowing”) shall specify (i) the identity of the Borrower, (ii) the aggregate principal amount of the Term Loans to be made under the applicable Credit Facility, (iii) the date of the Borrowing and (iv) whether the Term Loans shall consist of ABR Term Loans (in the case of Loans denominated in Dollars) and/or LIBORTerm SOFRTerm Loans and, if the Term Loans are to include LIBORTerm SOFR Term Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of Term Loans, of such Lender’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing.

(b)Whenever the Borrower desires to incur Revolving Credit Loans (other than Mandatory Borrowings or Borrowings to repay Unpaid Drawings), it shall give the Administrative Agent at the Administrative Agent’s Office, (A) prior to 12:00 Noon (New York City Time) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of

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each Borrowing of LIBORTerm SOFRRevolving Credit Loans denominated in Dollars (or prior to 9:00 a.m. (New York City time) two Business Days’ prior written notice in the case of a Borrowing of Revolving Credit Loans to be made on the Closing Date initially as LIBORTermSOFRLoans denominated in Dollars), (B) prior to 12:00 Noon (New York City time) at least four Business Days’ prior written notice (or telephone notice promptly confirmed in writing) of the Borrowing of Revolving Credit Loans denominated in Alternative Currencies and (C) prior to 10:00

a.m. (New York City time) on the date of such Borrowing prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Revolving Credit Loans that are ABR Loans. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall specify:

(A)that the Borrower is the Borrower requesting the Revolving

Credit Loan;

(B)that the requested Borrowing is a Revolving Credit Loan;

(C)the aggregate principal amount and currency of the Revolving Credit Loans to be made pursuant to such Borrowing;

(D)the date of Borrowing (which shall be a Business Day); and

(E)whether the respective Borrowing shall consist of ABR Loans (in the case of Revolving Credit Loans denominated in Dollars) or LIBOR, TermSOFRRevolving Credit Loans and, if LIBOR(in the case of Revolving Credit Loansdenominated in Dollars), RFR Revolving Credit Loans (in the case of RevolvingCredit Loans denominated in an Alternative Currency other than Euro) orEurodollar Rate Revolving Credit Loans (in the case of Revolving Credit Loansdenominated in Euro) and, if Term SOFRRevolving Credit Loans or EurodollarRate Revolving Credit Loans, the Interest Period to be initially applicable thereto.

The Administrative Agent shall promptly after receipt of the Notice of Borrowing give each Revolving Credit Lender written notice (or telephonic notice promptly confirmed in writing), at such Revolving Credit Lender’s Lending Office, of each proposed Borrowing of Revolving Credit Loans, of such Lender’s Revolving Credit Commitment Percentage thereof and of the other matters covered by the related Notice of Borrowing.

(c)Whenever the Borrower desires to incur Swingline Loans hereunder, it shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Swingline Loans prior to 2:30 p.m. (New York City time) on the date of such Borrowing. Each such notice shall specify (i) the aggregate principal amount of the Swingline Loans to be made pursuant to such Borrowing and (ii) the date of Borrowing (which shall be a Business Day). The Administrative Agent shall promptly give the Swingline Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing of Swingline Loans and of the other matters covered by the related Notice of Borrowing.

(d)Mandatory Borrowings shall be made upon the notice specified in Section2.1(e), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of Mandatory Borrowings as set forth in such Section.

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(e)Borrowings to reimburse Unpaid Drawings shall be made upon the notice specified in Section 3.4(a).

(f)Without in any way limiting the obligation of the Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower.

2.1Disbursement of Funds.

(a)No later than 2:00 p.m. (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings), each Lender will make available its pro rata portion, if any, of each Borrowing requested to be made on such date in the manner provided below; provided that (i) on the Closing Date, such funds may be made available at such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions and (ii) all Swingline Loans shall be made available in the full amount thereof by the Swingline Lender no later than 3:00 p.m. (New York City time) on the date requested.

(b)Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, and in immediately available funds to the Administrative Agent at the Administrative Agent’s Office in the applicable currency and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, by depositing to an account designated by the Borrower to the Administrative Agent the aggregate of the amounts so made available in the applicable currency. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender and the Administrative Agent has made available such amount to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currency. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight Rate or (ii) if paid by the Borrower, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8, for the respective Loans.

(c)Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

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2.1Repayment of Loans; Evidence of Debt.

(a)The Borrower shall repay to the Administrative Agent, for the benefit of the applicable Lenders, on the applicable Term Loan Maturity Date, the then-outstanding applicable Term Loans, in Dollars. The Borrower shall repay to the Administrative Agent for the benefit of the applicable Lenders, on the applicable Revolving Credit Maturity Date, the then outstanding applicable Revolving Credit Loans made to the Borrower, in the currency in which such Revolving Credit Loans are denominated. The Borrower shall repay to the Administrative Agent, in Dollars, for the account of the Swingline Lender, on the Swingline Maturity Date, the then-outstanding Swingline Loans.

(b)[reserved].

(b)(c) In the event that any additional New Term Loans are made, such additional New Term Loans shall, subject to Section 2.14(d), be repaid by the Borrower in the amounts (each, a “New Term Loan Repayment Amount”) and on the dates set forth in the applicable Joinder Agreement.

(c)(d) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to the appropriate lending office of such Lender resulting from each Loan made by such lending office of such Lender from time to time, including the amounts of principal and interest payable and paid to such lending office of such Lender from time to time under this Agreement.

(d)(e) The Administrative Agent shall maintain the Register pursuant to Section 13.6(b), and a subaccount for each Lender, in which Register and subaccounts (taken together) shall be recorded (i) the amount of each Loan made hereunder, whether such Loan is a Term Loan, Revolving Credit Loan or Swingline Loan, as applicable, the Class and Type of each Loan made, the currency in which made and the Interest Period, if any, applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender or the Swingline Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender’s share thereof.

(e)(f) The entries made in the Register and accounts and subaccounts maintained pursuant to clauses (d) and (e) of this Section 2.5 shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement.

2.1Conversions and Continuations.

(a)Subject to the penultimate sentence of this clause (a), (x) the Borrower shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 of the outstanding principal amount of Term Loans or Revolving Credit Loans denominated in Dollars of one Type into a Borrowing or Borrowings of another Type and (y) the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR(i)Eurodollar RateLoans as LIBOREurodollar Rate Loans for an additional Interest Period and

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(ii) Term SOFR Loans as Term SOFRLoans for an additional Interest Period; provided that (i) no partial conversion of LIBOR LoansEurodollar Rate Loans or Term SOFR Loans, asapplicable,shall reduce the outstanding principal amount of LIBORthe applicable EurodollarRate Loans or Term SOFRLoans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBORTerm SOFRLoans if a Default or Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, (iii) LIBOREurodollar Rate Loans and Term SOFRLoans may not be continued asLIBOR Loans for an additional Interest Period if a Default or Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2 and (v) Revolving Credit Loans denominated in Alternative Currencies may not be converted to ABR Loans. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent at the Administrative Agent’s Office prior to 12:00 Noon (New York City time) at least (i) three Business Days’, in the case of a continuation of or conversion to LIBORTerm SOFRLoans denominated in Dollars, (ii) four Business Days’, in the case of a continuation of LIBOREurodollar RateLoans denominated in an Alternative Currency or (iii) one Business Day’s in the case of a conversion into ABR Loans, prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation”) specifying the Loans to be so converted or continued, the Type of Loans to be converted or continued into and, if such Loans are to be converted into or continued as LIBORTerm SOFRLoans or Eurodollar RateLoans, as applicable, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans.

(b)If any Default or Event of Default is in existence at the time of any proposed continuation of any LIBOR Loans (other than Loans denominated in AlternativeCurrencies)Term SOFR Loansand the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, such LIBORTerm SOFRLoans shall be automatically converted on the last day of the current Interest Period into ABR Loans. If upon the expiration of any Interest Period in respect of LIBOR Loans (other thanBorrowings of LIBOR Loans denominated in Alternative Currencies)Term SOFR Loans, the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a) of this Section 2.6, the Borrower shall be deemed to have elected to convert such Borrowing of LIBORTerm SOFRLoans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. Notwithstanding the foregoing, with respect to Borrowings of LIBOREurodollar RateLoans denominated in Alternative Currencies, in connection with the occurrence of any of the events described in the preceding two sentences, at the expiration of the then current Interest Period each such Borrowing shall be automatically continued as a Borrowing of LIBOREurodollar RateLoans with an Interest Period of one month.

(c)No Loan may be converted into or continued as a Loan denominated in a different currency.

2.1Pro Rata Borrowings. Each Borrowing of Term Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable Term Loan Commitments. Each Borrowing of Revolving Credit Loans under this Agreement shall be made by the Revolving Credit Lenders pro rata on the basis of their then-applicable Revolving Credit Commitment Percentages. Each Borrowing of New Term Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable New Term Loan Commitments. It is understood that (a) no

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Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender severally but not jointly shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder and (b) failure by a Lender to perform any of its obligations under any of the Credit Documents shall not release any Person from performance of its obligation under any Credit Document.

2.2Interest.

(a)The unpaid principal amount of each ABR Loan shall bear interest from the date of the Borrowing thereof until maturity thereof (whether by acceleration or otherwise) at a rate per annum that shall at all times be the Applicable ABR Margin plus the ABR, in each case, in effect from time to time.

(b)The unpaid principal amount of each LIBOREurodollar RateLoan shall bear interest from the date of the Borrowing thereof until maturity thereof (whether by acceleration or otherwise) at a rate per annum that shall at all times be the Applicable LIBOR Margin plus the relevant LIBOAdjusted EurodollarRate, in effect from time to time.

(c)The unpaid principal amount of each RFR Loan shall bear interestfrom the date of the Borrowing thereof until maturity thereof (whether by acceleration orotherwise) at a rate per annum that shall at all times be the Applicable Margin plus the DailySimple RFR, in effect from time to time.

(d)The unpaid principal amount of each Term SOFR Loan shall bearinterest from the date of the Borrowing thereof until maturity thereof (whether byacceleration or otherwise) at a rate per annum that shall at all times be the Applicable Marginplus the Adjusted Term SOFR, in effect from time to time.

(e)(c) If all or a portion of (i) the principal amount of any Loan or (ii) any interest payable thereon or any other amount shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum that is (the “Default Rate”) (x) in the case of overdue principal, the rate that would otherwise be applicable thereto plus 2% or (y) in the case of any overdue interest or any other amount, to the extent permitted by applicable law, the rate described in Section 2.8(a)plus 2% from the date of such non-payment to the date on which such amount is paid in full (after as well as before judgment).

(f)(d) Interest on each Loan shall accrue from and including the date of any Borrowing to but excluding the date of any repayment thereof and shall be payable in the same currency in which such Loan is denominated. Except as provided below, interest shall be payable

(i) in respect of each ABR Loan, quarterly in arrears on the last Business Day of each March, June, September and December, (ii) in respect of each LIBOREurodollar Rate Loan and Term SOFRLoan, on the last day of each Interest Period applicable thereto and, in the case of an Interest Period in excess of three months, on each date occurring at three-month intervals after the first day of such Interest Period, (iii) in respect of any RFR Loan, each date that is on the numericallycorresponding day in each calendar month that is three months after the Borrowing of suchLoan; provided that, as to any such RFR Loan, (1) if such date would be a day other than aBusiness Day, such date shall be extended to the next succeeding Business Day unless suchnext succeeding Business Day would fall in the next calendar month, in which case such dateshall be the next preceding Business Day and (2) if such date with respect to any Borrowingthat occurs on the last Business Day of a calendar month (or on a day for which there is no

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numerically corresponding day in any applicable calendar month) shall be the last BusinessDay of any such succeeding applicable calendar month; provided, that for purposes of thisclause (iii), the date of a Borrowing of a Loan initially shall be the date on which such Loan ismade and thereafter shall be the effective date of the most recent continuation of suchBorrowing and (iv) in respect of each Loan, (A) on any prepayment (on the amount prepaid), (B) in full at maturity (whether by acceleration or otherwise) and (C) after such maturity, on demand.

(g)(e) All computations of interest hereunder shall be made in accordance with

Section 5.5.

(h)(f) The Administrative Agent, upon determining the interest rate for any

Borrowing of LIBOREurodollar RateLoans or Term SOFR Loans, as applicable, shall promptly notify the Borrower and the relevant Lenders thereof. Each such determination shall, absent clearly demonstrable error, be final and conclusive and binding on all parties hereto.

2.1Interest Periods. At the time the Borrower gives a Notice of Borrowing or Notice of Conversion or Continuation, as applicable,in respect of the making of, or conversion into or continuation as, a Borrowing of LIBORTerm SOFR Loans or Eurodollar RateLoans in accordance with Section 2.6(a), the Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of the Interest Period applicable to such Borrowing, which Interest Period shall, at the option of the Borrower be a one week period oras to each Term SOFR Loan orEurodollar Rate Loan,a one, two, three, orsix or (if available to all the Lenders making suchLIBOR Loans as determined by such Lenders in good faith based on prevailing market conditions)a twelve month period.

Notwithstanding anything to the contrary contained above:

(a)the initial Interest Period for any Borrowing of LIBOREurodollar RateLoans or Term SOFRLoans shall commence on the date of such Borrowing (including the date of any conversion to Term SOFR Loans from a Borrowing of ABR Loans) and each Interest Period occurring thereafter in respect of such Borrowing shall commence on the day on which the next preceding Interest Period expires;

(b)if any Interest Period relating to a Borrowing of LIBOREurodollar RateLoans or Term SOFRLoans begins on the last Business Day of a calendar month or begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of the calendar month at the end of such Interest Period;

(c)if any Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day; provided that if any Interest Period in respect of a LIBOREurodollar Rate Loan or Term SOFRLoan would otherwise expire on a day that is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the next preceding Business Day; and

(d)the Borrower shall not be entitled to elect any Interest Period in respect of any LIBOREurodollar Rate Loan or Term SOFRLoan if such Interest Period would extend beyond the applicable Maturity Date of such Loan.

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2.1Increased Costs, Illegality, Etc.

(a)In the event that (x) in the case of clause (i) below, the Administrative Agent, (y) in the case of clauses (ii) and (iii) below, any Lender, or (z) in the case of clause (iv) below, any Lender or the Administrative Agent, shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto):

(i)(x) on any date for determining Term SOFR or the LIBOEurodollarRate for any Interest Period that (xA) deposits in the principal amounts and currencies of the Loans comprising such LIBORTerm SOFR or Eurodollar RateBorrowing are not generally available in the relevant market or (yB) by reason of any changes arising on or after the Closing Date affecting the relevant interbank LIBOR market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of LIBORateTerm SOFR and Eurodollar Rate, as applicable or (y) in connection with any RFRLoan, that adequate and reasonable means do not exist for determining the Daily SimpleRFR; or

(ii)at any time, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any LIBORTerm SOFR Loans,RFR Loans or Eurodollar RateLoans (other than any increase or reduction attributable to Taxes) because of (x) any change since the date hereof in any applicable law, governmental rule, regulation, guideline or order (or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, guideline or order), such as, for example, without limitation, a change in official reserve requirements, and/or (y) other circumstances affecting the applicable interbank LIBOR market or the position of such Lender in such market;

(iii)at any time, that the making or continuance of any LIBORTerm SOFRLoan, RFR Loan or Eurodollar RateLoan has become unlawful as a result of compliance by such Lender in good faith with any law, governmental rule, regulation, guideline or order (or would conflict with any such governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after the date hereof that materially and adversely affects the applicableinterbank LIBOR market; or

(iv)at any time, that any change in law occurring after the date hereof shall subject any Lender or Agent to any Taxes (other than (A) Indemnified Taxes or (B) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;

then, and in any such event, such Lender (or the Administrative Agent, in the case of clauses (i) and (iv) above) shall within a reasonable time thereafter give notice (if by telephone, confirmed in writing) to the Borrower and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in the case of clause (i) above, LIBORTerm SOFRTerm Loans and LIBOR, Eurodollar RateRevolving Credit Loans, RFRRevolving Credit Loans and Term SOFR Revolving Credit Loans, as applicable,shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion given by the Borrower with respect to LIBORTerm

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SOFRTerm Loans or LIBOR, Eurodollar RateRevolving Credit Loans, RFR Revolving CreditLoans or Term SOFR Revolving Credit Loans, as applicable,that have not yet been incurred may be revoked by the Borrower by telephonic or electronic notice to the Administrative Agent and, if no such revocation is timely sent by the Borrower, the Borrower will be deemed to have converted any such request into a request for a Borrowing denominated in Dollars of or conversion to ABR Loans, (y) in the case of clauses (ii) and (iv) above, the Borrower shall pay to such Lender or Agent, promptly after receipt of written demand therefor such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender or Agent in its reasonable discretion shall determine) as shall be required to compensate such Lender or Agent for such increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender or Agent, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower by such Lender shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) and (z) in the case of subclause (iii) above, the Borrower shall take one of the actions specified in subclauses (A) or (B), as applicable, of Section 2.10(b) as promptly as possible and, in any event, within the time period required by law.

(b)At any time that (A) any LIBORTerm SOFRLoan denominated in Dollars is affected by the circumstances described in Section 2.10(a)(ii) or (iii), the Borrower may (and in the case of a LIBORTerm SOFRLoan affected pursuant to Section 2.10(a)(iii) shall) either (x) if the affected LIBORTerm SOFRLoan is then being made pursuant to a Borrowing, cancel such Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower was notified by a Lender pursuant to Section 2.10(a)(ii) or (iii) or (y) if the affected LIBORTerm SOFRLoan is then outstanding, upon at least three Business Days’ notice to the Administrative Agent, require the affected Lender to convert each such LIBORTerm SOFRLoan into an ABR Loan; provided that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section2.10(b), or (B) any LIBOREurodollar RateLoan denominated in an Alternative CurrencyEurois affected by the circumstances described in Section 2.10(a)(ii) or (iii), the Borrower may (and in the case of a LIBOREurodollar RateLoan affected pursuant to Section 2.10(a)(iii) shall) either (x) prepay each such LIBOREurodollar RateLoan or (y) keep such LIBOREurodollar RateLoan outstanding, in which case the LIBOEurodollarRate with respect to such Loan shall be deemed to be the rate reasonably determined by such Lender as the all-in-cost of funds to fund such Loan with maturities comparable to the Interest Period applicable thereto., or (C) any RFR Loandenominated in an Alternative Currency (other than Euro) is affected by the circumstancesdescribed in Section 2.10(a)(ii) or (iii), the Borrower may (and in the case of a RFR Loanaffected pursuant to Section 2.10(a)(iii) shall) either (x) prepay each such RFR Loan or (y)keep such RFR Loan outstanding, in which case the RFR with respect to such Loan shall bedeemed to be the rate reasonably determined by such Lender as the all-in-cost of funds tofund such Loan with maturities comparable to the Interest Period applicable thereto.

(c)

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(i)Notwithstanding anything to the contrary in this Agreement or any other Credit Document, at or reasonably promptly after a Benchmark Transition Determination, the Administrative Agent and the Borrower may (and, in the case of a Benchmark TransitionDetermination ar ising under clause (A) of the definition of Benchmark TransitionDetermination, and the Agent shall, at the request of the Borrower), amend this Agreement to replace LIBO Rate with an alternate benchmark rate (which may include Term SOFR,to the extent publicly available quotes of Term SOFR exist at the relevant time),including anythe then-current Benchmark with aReplacement Benchmark Spread, in each

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case giving due consideration to any evolving or then existing convention for similarly denominated syndicated credit facilities for    such alternative benchmarks and adjustments or any selection, endorsement or recommendation by the Relevant Governmental Body with respect to such facilities (any such proposed rate, together with the Replacement Benchmark Spread, a “ Replacement Benchmark”), together with any proposed Replacement Benchmark Conforming Changes. Such Replacement Benchmark shall be applied in a manner consistent with market practice or, to the extent such market practice is not administratively feasible for the Administrative Agent, in a manner as otherwise reasonably determined by the Administrative Agent; provided that in no event shall such Replacement Benchmark be less than zerothe Floorfor purposes of this Agreement. If the Replacement Benchmark is Daily Simple SOFR, all interest payments will be payable on a quarterly basis.

(ii)Any such amendment with respect to an event under clause (A) of the definition of “Benchmark Transition Determination” shall become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such amendment. Any such amendment with respect to an event under clause

(B) of the definition of “ Benchmark Transition Determination” shall become effective on the date that Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders accept such amendment. No replacement of LIBO Ratethe then-current Benchmarkwith a Replacement Benchmark pursuant to this Section 2.10(c) shall occur (i) prior to the applicable Benchmark Transition Start Date or (ii) prior to the effective date for such replacement, if any, specified in such amendment.

(iii)The Administrative Agent will promptly notify the Borrower and each Lender of the occurrence of any Benchmark Unavailability Period. The Borrower may revoke by telephonic (promptly confirmed in writing) or electronic notice to the Administrative Agent any request for a LIBOR Loan in the applicable Benchmark, conversion to or continuation of LIBOR Loansa Loan in the applicable Benchmarkto be made, converted or continued during any Benchmark Unavailability Period and, if no such revocation is timely sent by the Borrower, the Borrower will be deemed to have converted any such request into a request for a Borrowing in Dollars of or conversion to ABR Loans (subject to the next sentence). During any Benchmark Unavailability Period, the LIBO RateAdjusted Term SOFRcomponent shall not be used in any determination of ABR.

(d)If, after the date hereof, any Change in Law relating to capital adequacy or liquidity requirements of any Lender, or compliance by any Lender or its parent with any Change in Law relating to capital adequacy occurring after the date hereof, has or would have the effect of reducing the rate of return on such Lender’s or its parent’s or its Affiliate’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent or its Affiliate could have achieved but for such Change in Law (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacy), then from time to time, promptly after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any request or directive to comply with, any law, rule or regulation as in effect on the date hereof.

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Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.10(d), will give prompt written notice thereof to the Borrower, which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 2.13, release or diminish the Borrower’s obligations to pay additional amounts pursuant to this Section 2.10(d) upon receipt of such notice.

2.1Compensation. If (a) any payment of principal of any LIBORTermSOFR Loan or Eurodollar RateLoan is made by the Borrower to or for the account of a Lender other than on the last day of the Interest Period for such LIBORTerm SOFRLoan or Eurodollar Rate Loan,as applicable, as a result of a payment or conversion pursuant to Section 2.5, 2.6, 2.10, 5.1, 5.2 or 13.7, as a result of acceleration of the maturity of the Loans pursuant to Section 11 or for any other reason, (b) any Borrowing of LIBORTerm SOFRLoans or Eurodollar Rate Loan is not made as a result of a withdrawn Notice of Borrowing, (c) any ABR Loan is not converted into a LIBORTerm SOFRLoan as a result of a withdrawn Notice of Conversion or Continuation, (d) any LIBORTerm SOFR Loan orEurodollar RateLoan is not continued as a LIBORTerm SOFR Loan or Eurodollar RateLoan, as the case may be, as a result of a withdrawn Notice of Conversion or Continuation or (e) any prepayment of principal of any LIBOREurodollar Rate Loan or Term SOFRLoan is not made as a result of a withdrawn notice of prepayment pursuant to Section 5.1 or 5.2, the Borrower shall, after receipt of a written request by such Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that such Lender may reasonably incur as a result of such payment, failure to convert, failure to continue or failure to prepay, including any loss, cost or expense (excluding loss of anticipated profits) actually incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such LIBOREurodollar RateLoan or Term SOFR Loan, as applicable.

2.2Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.10(a)(ii), 2.10(a)(iii), 2.10(a)(iv), 2.10(b), 3.5 or 5.4 with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another Lending Office for any Loans affected by such event; provided that such designation is made on such terms that such Lender and its lending office suffer no economic, legal or regulatory disadvantage, with the object of avoiding the consequence of the event giving rise to the operation of any such Section. Nothing in this Section

2.12 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Section 2.10, 3.5 or 5.4.

2.3Notice of Certain Costs. Notwithstanding anything in this Agreement to the contrary, to the extent any notice required by Section 2.10, 2.11, 3.5 or 5.4 is given by any Lender more than 180 days after such Lender has knowledge (or should have had knowledge) of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss, tax or other additional amounts described in such Sections, such Lender shall not be entitled to compensation under Section 2.10, 2.11,

3.5 or 5.4, as the case may be, for any such amounts incurred or accruing prior to the 181st day prior to the giving of such notice to the Borrower.

2.4Incremental Facilities.

(a)(i) The Borrower may by written notice to the Administrative Agent elect to request the establishment of one or more tranches of term loans (the commitments thereto, the “New Term Loan Commitments”), and (ii) the Borrower may by written notice to Administrative Agent elect to request the establishment of one or more increases in Series 2024 Revolving Credit Commitments (the “New Revolving Credit Commitments” or the “New Revolving Credit

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Commitments”; the New Revolving Credit Commitments together with the New Term Loan Commitments, collectively, the “New Loan Commitments”), in the case of clauses (a)(i) and (a)(ii) by an aggregate amount not in excess of the Maximum Incremental Facilities Amount in the aggregate from the Closing Date and not less than $10,000,000 individually (or such lesser amount as (x) may be approved by the Administrative Agent or (y) shall constitute the difference between the Maximum Incremental Facilities Amount and all such New Loan Commitments obtained on or prior to such date). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Loan Commitments shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent. The Borrower may approach any Lender or any Person (other than a natural person) to provide all or a portion of the New Loan Commitments; provided that any Lender offered or approached to provide all or a portion of the New Loan Commitments may elect or decline, in its sole discretion, to provide a New Loan Commitment. In each case, such New Loan Commitments shall become effective as of the applicable Increased Amount Date; provided that (i) no Event of Default under Sections 11.1 and 11.5 shall exist on such Increased Amount Date before or after giving effect to such New Loan Commitments, as applicable; (ii) both before and after giving effect to the making of any Series of New Term Loans or New Revolving Credit Loans, each of the conditions set forth in Section 7.1(b) and 7.2 shall be satisfied; (iii) the New Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower and the Administrative Agent, and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 5.4(c) and (b); (iv) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicable; and (v) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date may, as agreed to by the Borrower and the New Term Lenders making such New Term Loans, be designated as a separate series (“Series”) of New Term Loans or a part of an existing Series or Class of Term Loans, in each case for all purposes of this Agreement.

(b)On any Increased Amount Date on which New Revolving Credit Commitments of the applicable Series are effected, subject to the satisfaction of the foregoing terms and conditions, (A) the Borrower shall have made arrangements with the Administrative Agent to prepay certain Revolving Credit Loans on any Increased Amount Date pursuant to procedures as may be agreed by the Borrower and the Administrative Agent, and (B) each Lender with a New Revolving Credit Commitment (each, a “New Revolving Credit Lender” or a “New Revolving Credit Lender”) shall become a Lender with respect to the Revolving Credit Commitment of the applicable Series and all matters relating thereto, and each Loan made thereunder (each, a “New Revolving Credit Loan” or a “New Revolving Credit Loan”) shall be deemed for all purposes a Revolving Credit Loan of the applicable Series.

(c)On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each Lender with a New Term Loan Commitment (each, a “New Term Loan Lender”) of any Series shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto.

(d)The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be as set forth herein or in the applicable Joinder Agreement; provided that (i) the mandatory prepayments, other payments rights, the rate of interest and the

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amortization schedule applicable to the New Term Loans of each Series shall be determined by the Borrower and the applicable New Term Loan Lenders and shall be set forth in each applicable Joinder Agreement and (ii) all terms applicable to the New Term Loans of each Series shall be reasonably acceptable to the Administrative Agent (as evidenced by its execution of the applicable Joinder Agreement). The applicable Joinder Agreement for any New Term Loan shall be subject to customary provisions applicable to term loan facilities as determined by the applicable New Term Loan Lenders and the Borrower, including without limitation, provisions with respect to call protection and mandatory prepayments. The terms and provisions of the New Revolving Credit Loans and the New Revolving Credit Commitments shall be identical to the Revolving Credit Loans and the Revolving Credit Commitments, respectively. New Term Loan Lenders shall be included in the determination of the Required Lenders, as applicable.

(e)Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.14.

2.1Option to Extend.

(a)The Borrower may at any time and from time to time request that all or a portion of the Term Loans of any Class (an “Existing Term Loan Class”) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.15. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Term Loan Class) (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall be identical to the Term Loans of the Existing Term Loan Class from which they are to be converted except (x) (A) the scheduled final maturity date shall be extended and (B) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization of principal of the Term Loans of such Existing Term Loan Class (with any such delay resulting in a corresponding adjustment to the scheduled amortization payments reflected in the applicable Joinder Agreement with respect to the Existing Term Loan Class from which such Extended Term Loans were converted, in each case as more particularly set forth in paragraph (d) of this Section 2.15 below),

(y) (A) the interest margins with respect to the Extended Term Loans may be higher or lower than the interest margins for the Term Loans of such Existing Term Loan Class and/or (B) additional fees may be payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any increased margins contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment and (z) notwithstanding anything to the contrary in this Section 2.15 or otherwise, Extended Term Loans may be optionally prepaid prior to the date on which the Existing Term Loan Class from which they were converted is repaid in full. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Class converted into Extended Term Loans pursuant to any Extension Request. Any Extended Term Loans of any Extension Series shall constitute a separate Class of Term Loans from the Existing Term Loan Class from which they were converted.

(b)The Borrower may at any time and from time to time request that all or a portion of the Revolving Credit Commitments, any Extended Revolving Credit Commitments and/or any New Revolving Credit Commitments, each existing at the time of such request (each, an “Existing Revolving Credit Commitment” and any related revolving credit loans thereunder, “Existing Revolving Credit Loans”; each Existing Revolving Credit Commitment and related

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Existing Revolving Credit Loans together being referred to as an “Existing Revolving Credit Class”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of Loans related to such Existing Revolving Credit Commitments (any such Existing Revolving Credit Commitments which have been so extended, “Extended Revolving Credit Commitments” and any related Loans, “Extended Revolving Credit Loans”) and to provide for other terms consistent with this Section 2.15. In order to establish any Extended Revolving Credit Commitments, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Class of Existing Revolving Credit Commitments) (a “Revolving Credit Extension Request”) setting forth the proposed terms of the Extended Revolving Credit Commitments to be established, which terms shall be identical to those applicable to the Existing Revolving Credit Commitments from which they are to be extended (the “Specified Existing Revolving Credit Commitment”) except (x) all or any of the final maturity dates of such Extended Revolving Credit Commitments may be delayed to later dates than the final maturity dates of the Specified Existing Revolving Credit Commitments, (y) (A) the interest margins with respect to the Extended Revolving Credit Commitments may be higher or lower than the interest margins for the Specified Existing Revolving Credit Commitments and/or (B) additional fees may be payable to the Lenders providing such Extended Revolving Credit Commitments in addition to or in lieu of any increased margins contemplated by the preceding clause (A) and (z) the revolving credit commitment fee rate with respect to the Extended Revolving Credit Commitments may be higher or lower than the Revolving Credit Commitment Fee Rate for the Specified Existing Revolving Credit Commitment, in each case, to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this Section 2.15 or otherwise, (1) the borrowing and repayment (other than in connection with a permanent repayment and termination of commitments) of Loans with respect to any Existing Revolving Credit Commitments shall be made on a pro rata basis with all other Extended Revolving Credit Commitments and (2) assignments and participations of Extended Revolving Credit Commitments and Extended Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and the Revolving Credit Loans related to such Commitments set forth in Section 13.6. Any Extended Revolving Credit Commitments of any Extension Series shall constitute a separate Class of revolving credit commitments from the Specified Existing Revolving Credit Commitments and from any other Existing Revolving Credit Commitments (together with any other Extended Revolving Credit Commitments so established on such date).

(c)The Borrower shall provide the applicable Extension Request at least five

(5) Business Days prior to the date on which Lenders under the applicable Existing Class or Existing Classes are requested to respond. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Term Loans, Revolving Credit Commitments, New Revolving Credit Commitment or Extended Revolving Credit Commitment, as applicable, of the Existing Class or Existing Classes subject to such Extension Request converted into Extended Term Loans or Extended Revolving Credit Commitments, as applicable, shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans, Revolving Credit Commitments, New Revolving Credit Commitment or Extended Revolving Credit Commitment of the Existing Class or Existing Classes subject to such Extension Request that it has elected to convert into Extended Term Loans or Extended Revolving Credit Commitments, as applicable. In the event that the aggregate amount of Term Loans, Revolving Credit Commitments, New Revolving Credit Commitment or Extended Revolving Credit Commitment of the Existing Class or Existing Classes subject to Extension Elections exceeds the amount of Extended Term Loans or Extended Revolving Credit Commitments, as applicable, requested pursuant to the Extension Request, Term Loans or Revolving Credit Commitments, New Revolving Credit Commitments or Extended Revolving Credit Commitments of the Existing Class

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or Existing Classes subject to Extension Elections shall be converted to Extended Term Loans or Extended Revolving Credit Commitments, as applicable, on a pro rata basis based on the amount of Term Loans, Revolving Credit Commitments, New Revolving Credit Commitment or Extended Revolving Credit Commitment included in each such Extension Election. Notwithstanding the conversion of any Existing Revolving Credit Commitment into an Extended Revolving Credit Commitment, such Extended Revolving Credit Commitment shall be treated identically to all other Revolving Credit Commitments for purposes of the obligations of a Revolving Credit Lender in respect of Swingline Loans under Section 2.1(d) and Letters of Credit under Article 3, except that the applicable Extension Amendment may provide that the Swingline Maturity Date may be extended and the related obligations to make Swingline Loans may be continued so long as the Swingline Lender has consented to such extensions in its sole discretion (it being understood that no consent of any other Lender shall be required in connection with any such extension). Notwithstanding the foregoing, for the avoidance of doubt, the Letter of Credit Commitments shall not be extended unless the prior written consent of the applicable Letter of Credit Issuer is obtained.

(d)Extended Term Loans or Extended Revolving Credit Commitments, as applicable, shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which, except to the extent expressly contemplated by the penultimate sentence of this Section 2.15(c) and notwithstanding anything to the contrary set forth in Section 13.1, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Term Loans or Extended Revolving Credit Commitments, as applicable, established thereby) executed by the Credit Parties, the Administrative Agent and the Extending Lenders. No Extension Amendment shall provide for any tranche of Extended Term Loans or Extended Revolving Credit Commitments in an aggregate principal amount that is less than $75,000,000. In addition to any terms and changes required or permitted by Section 2.15(a) or Section 2.15(b), each Extension Amendment (x) shall amend the scheduled amortization payments pursuant the applicable Joinder Agreement with respect to the Existing Term Loan Class from which the Extended Term Loans were converted to reduce each scheduled Repayment Amount for the Existing Term Loan Class in the same proportion as the amount of Term Loans of the Existing Term Loan Class is to be converted pursuant to such Extension Amendment (it being understood that the amount of any Repayment Amount payable with respect to any individual Term Loan of such Existing Term Loan Class that is not an Extended Term Loan shall not be reduced as a result thereof) and (y) may, but shall not be required to, impose additional requirements (not inconsistent with the provisions of this Agreement in effect at such time) with respect to the final maturity and weighted average life to maturity of New Term Loans incurred following the date of such Extension Amendment. Notwithstanding anything to the contrary in this Section 2.15 and without limiting the generality or applicability of Section 13.1 to any Section 2.15 Additional Amendments (as defined below), any Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, a “Section 2.15 Additional Amendment”) to this Agreement and the other Credit Documents; provided that such Section 2.15 Additional Amendments comply with and do not conflict with the requirements of Section 2.15(a) or (b) and do not become effective prior to the time that such Section 2.15 Additional Amendments have been consented to (including, without limitation, pursuant to (1) consents applicable to holders of New Term Loans or New Revolving Credit Commitments provided for in any Joinder Agreement and (2) consents applicable to holders of any Extended Term Loans or Extended Revolving Credit Commitments provided for in any Extension Amendment) by such of the Lenders, Credit Parties and other parties (if any) as may be required in order for such Section 2.15 Additional Amendments to become effective in accordance with Section 13.1. It is understood and agreed that each Lender that has consented to an Extension Amendment will consent for all purposes requiring its consent, and shall at the effective time thereof be deemed to consent to each amendment to this Agreement and the other Credit Documents authorized by this

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Section 2.15 and the arrangements described above in connection therewith except that the foregoing shall not constitute a consent on behalf of any Lender to the terms of any Section 2.15 Additional Amendment. In connection with any Extension Amendment, the Borrower or the Subsidiary Borrower, as applicable, shall deliver such documents as may be reasonably requested by the Administrative Agent in connection with any such transaction and, if requested, a customary legal opinion of counsel reasonably acceptable to the Administrative Agent.

(e)Notwithstanding anything to the contrary contained in this Agreement, (A) on any date on which any Existing Class is converted to extend the related scheduled maturity date(s) in accordance with subsection (a) and/or (b) above (an “Extension Date”), (I) in the case of the Existing Term Loans of each Extending Lender, the aggregate principal amount of such existing Term Loans shall be deemed reduced by an amount equal to the aggregate principal amount of Extended Term Loans so converted by such Lender on such date, and the Extended Term Loans shall be established as a separate Class of Term Loans (together with any other Extended Term Loans so established on such date), and (II) in the case of the Specified Existing Revolving Credit Commitments of each Extending Lender, the aggregate principal amount of such Specified Existing Revolving Credit Commitments shall be deemed reduced by an amount equal to the aggregate principal amount of Extended Revolving Credit Commitments so converted by such Lender on such date, and such Extended Revolving Credit Commitments shall be established as a separate Class of revolving credit commitments from the Specified Existing Revolving Credit Commitments and from any other Existing Revolving Credit Commitments (together with any other Extended Revolving Credit Commitments so established on such date) and (B) if, on any Extension Date, any Loans of any Extending Lender are outstanding under the applicable Specified Revolving Credit Commitments, such Loans (and any related participations) shall be deemed to be allocated as Extended Revolving Credit Loans (and related participations) and Existing Revolving Credit Loans (and related participations) in the same proportion as such Extending Lender’s Specified Revolving Credit Commitments to Extended Revolving Credit Commitments. No reduction or allocation pursuant to this Section 2.15(e) shall constitute a voluntary or mandatory payment or prepayment or commitment reduction under Section 4.2, Section 5.1, Section 5.2 or under any Joinder Agreement.

2.1Permitted Debt Exchanges.

(a)Notwithstanding anything to the contrary contained in this Agreement, pursuant to one or more offers (each, a “Permitted Debt Exchange Offer”) made from time to time by the Borrower to all Lenders (other than any Lender that, if requested by the Borrower, as applicable, is unable to certify that it is either a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended) or an institutional “accredited investor” (as defined in Rule 501 under the Securities Act of 1933, as amended)) with outstanding Term Loans under one or more Classes of Term Loans (as determined by the Borrower) on the same terms, the Borrower may from time to time following the Closing Date consummate one or more exchanges of Term Loans for Permitted Additional Debt in the form of notes (such notes, “Permitted Debt Exchange Notes,” and each such exchange a “Permitted Debt Exchange”), so long as the following conditions are satisfied:

(i)no Default or Event of Default shall have occurred and be continuing at the time the offering document in respect of a Permitted Debt Exchange Offer is delivered to the relevant Lenders,

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(ii)the aggregate principal amount (calculated on the face amount thereof) of Term Loans exchanged shall equal the aggregate principal amount (calculated on the face amount thereof) of Permitted Debt Exchange Notes issued in exchange for such Term Loans,

(iii)the aggregate principal amount (calculated on the face amount thereof) of all Term Loans under each applicable Class exchanged by the Borrower pursuant to any Permitted Debt Exchange shall automatically be cancelled and retired by the Borrower on date of the settlement thereof (and, if requested by the Administrative Agent, any applicable exchanging Lender shall execute and deliver to the Administrative Agent an Assignment and Acceptance, or such other form as may be reasonably requested by the Administrative Agent, in respect thereof pursuant to which the respective Lender assigns its interest in the Term Loans being exchanged pursuant to the Permitted Debt Exchange to the Borrower for immediate cancellation),

(iv)if the aggregate principal amount of all Term Loans (calculated on the face amount thereof) of a given Class tendered by Lenders in respect of the relevant Permitted Debt Exchange Offer (with no Lender being permitted to tender a principal amount of Term Loans which exceeds the principal amount thereof of the applicable Class actually held by it) shall exceed the maximum aggregate principal amount of Term Loans of such Class offered to be exchanged by the Borrower pursuant to such Permitted Debt Exchange Offer, then the Borrower shall exchange Term Loans under the relevant Class tendered by such Lenders ratably up to such maximum based on the respective principal amounts so tendered, or if such Permitted Debt Exchange Offer shall have been made with respect to multiple Classes without specifying a maximum aggregate principal amount offered to be exchanged for each Class, and the aggregate principal amount of all Term Loans (calculated on the face amount thereof) of all Classes tendered by Lenders in respect of the relevant Permitted Debt Exchange Offer (with no Lender being permitted to tender a principal amount of Term Loans which exceeds the principal amount thereof actually held by it) shall exceed the maximum aggregate principal amount of Term Loans of all relevant Classes offered to be exchanged by the Borrower pursuant to such Permitted Debt Exchange Offer, then the Borrower shall exchange Term Loans across all Classes subject to such Permitted Debt Exchange Offer tendered by such Lenders ratably up to such maximum amount based on the respective principal amounts so tendered,

(v)each such Permitted Exchange Offer shall be made on a pro rata basis to the Lenders (other than any Lender that, if requested by the Borrower, is unable to certify that it is either a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended) or an institutional “accredited investor” (as defined in Rule 501 under the Securities Act of 1933, as amended)) of each applicable Class based on their respective aggregate principal amounts of outstanding Term Loans under each such Class,

(vi)all documentation in respect of such Permitted Debt Exchange shall be consistent with the foregoing, and all written communications generally directed to the Lenders in connection therewith shall be in form and substance consistent with the foregoing and made in consultation with the Borrower and the Administrative Agent,

(vii)any applicable Minimum Tender Condition shall be satisfied, and

(viii)with respect to any Permitted Debt Exchange of Term Loans, the final maturity date and weighted average life to maturity shall be equal to (or later than) such dates under the Class of Terms Loans as was in effect prior to such Permitted Debt Exchange, (ix) to the extent the Permitted Debt Exchange Notes are secured by a Lien, the collateral under such

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Lien shall also be covered by the Lien securing the Obligations, and (x) the Permitted Debt Exchange Notes shall not be guaranteed except by one or more Guarantors.

(b)With respect to all Permitted Debt Exchanges effected by the Borrower pursuant to this Section 2.16,

(i)such Permitted Debt Exchanges (and the cancellation of the exchanged Term Loans in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 5.1 or 5.2, and

(ii)such Permitted Debt Exchange Offer shall be made for not less than

$75,000,000 in aggregate principal amount of Term Loans, provided that subject to the foregoing clause (i) the Borrower may at its election specify as a condition (a “Minimum Tender Condition”) to consummating any such Permitted Debt Exchange that a minimum amount (to be determined and specified in the relevant Permitted Debt Exchange Offer in the Borrower’s discretion) of Term Loans of any or all applicable Classes be tendered.

(c)In connection with each Permitted Debt Exchange, the Borrower shall provide the Administrative Agent at least 10 Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall deliver such documents as may be reasonably requested by the Administrative Agent in connection with such transaction, and an opinion of counsel reasonably acceptable to the Administrative Agent. The Borrower and the Administrative Agent, acting reasonably, shall mutually agree to such procedures as may be necessary or advisable to accomplish the purposes of this Section 2.16 and without conflict with Section 2.16(d); provided that the terms of any Permitted Debt Exchange Offer shall provide that the date by which the relevant Lenders are required to indicate their election to participate in such Permitted Debt Exchange shall be not less than five (5) Business Days following the date on which the Permitted Debt Exchange Offer is made.

(d)The Borrower shall be responsible for compliance with, and hereby agrees to comply with, all applicable securities and other laws in connection with each Permitted Debt Exchange, it being understood and agreed that (x) neither the Administrative Agent nor any Lender assumes any responsibility in connection with the Borrower’s compliance with such laws in connection with the Permitted Debt Exchange and (y) each Lender shall be solely responsible for its compliance with any applicable “insider trading” laws and regulations to which such Lender may be subject under the Securities Exchange Act of 1934, as amended.

2.1Termination of Defaulting Lender; Cure.

(a)The Borrower may terminate the unused amount of the Commitment of any Lender that is a Defaulting Lender upon not less than three Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), and in such event the provisions of Section 2.18 will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided that (i) no Event of Default shall have occurred and be continuing and (ii) such termination shall not be deemed to be a waiver or release of any claim of the Borrower, the Administrative Agent, the Swingline Lender or any Lender may have against such Defaulting Lender.

(b)Notwithstanding the above, if the Borrower, the Administrative Agent, the Required Lenders and the Swingline Lender agree in writing that a Lender that is a Defaulting

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Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated escrow account referred to in Section 2.18), such Lender shall purchase at par such portions of the outstanding Loans of the other Lenders, and/or make such other adjustments, as the Administrative Agent may determine to be necessary to cause the Lenders to hold Loans on a pro rata basis in accordance with their respective Commitments, whereupon such Lender shall cease to be a Defaulting Lender and will be a Non-Defaulting Lender provided that no adjustments shall be made retroactively with respect to fees accrued while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender shall constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender.

(c)In addition, if any Lender becomes, and during the period it remains, a Defaulting Lender or a Potential Defaulting Lender, the Letter of Credit Issuer will not be required to issue any Letter of Credit or to amend any outstanding Letter of Credit to increase the face amount thereof, alter the drawing terms thereunder or extend the expiry date thereof, and the Swingline Lender will not be required to make any Swingline Loan, unless:

(i)in the case of a Defaulting Lender, the Letter of Credit Exposure and the Swingline Exposure of such Defaulting Lender is reallocated, as to outstanding and future Letters of Credit and Swingline Loans, to the Non-Defaulting Lenders as provided in clause (a) of Section 2.18, and

(ii)to the extent full reallocation does not occur as provided in clause (i) above, without limiting the provisions of Section 3.8(c), the Borrower Cash Collateralize the obligations of the Borrower in respect of such Letter of Credit or Swingline Loan in an amount at least equal to the aggregate amount of the obligations (contingent or otherwise) of such Defaulting Lender or such Potential Defaulting Lender in respect of such Letter of Credit or Swingline Loan, or make other arrangements satisfactory to the Administrative Agent, the Letter of Credit Issuer and the Swingline Lender in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender or Potential Defaulting Lender, or

(iii)to the extent that neither reallocation nor Cash Collateralization occurs pursuant to clauses (i) or (ii), then in the case of a proposed issuance of a Letter of Credit or making of a Swingline Loan, by an instrument or instruments in form and substance satisfactory to the Administrative Agent, and to the Letter of Credit Issuer and the Swingline Lender, as the case may be, (x) the Borrower agree that the face amount of such requested Letter of Credit or the principal amount of such requested Swingline Loan will be reduced by an amount equal to the portion thereof as to which such Defaulting Lender or Potential Defaulting Lender would otherwise be liable, and (y) if requested by the Letter of Credit Issuer, the Non-Defaulting Lenders confirm, in their discretion, that their obligations in respect of such Letter of Credit or Swingline Loan shall be on a prorata basis in accordance with the Commitments of the Non-Defaulting Lenders and that the prorata payment provisions of Section 5.3(a) will be deemed adjusted to reflect this provision (provided that nothing in this clause (iii) will be deemed to increase the Commitment of any Lender, nor to constitute a waiver or release of any claim the Borrower, the Administrative Agent, the Letter of Credit Issuer, the Swingline Lender or any other Lender may have against such Defaulting Lender, nor to cause such Defaulting Lender to be a Non-Defaulting Lender).

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2.1Reallocation of Defaulting Lender Commitment. If a Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding Letter of Credit Exposure and any outstanding Swingline Exposure of such Defaulting Lender:

(a)the Letter of Credit Exposure and the Swingline Exposure of such Defaulting Lender will, upon notice by the Administrative Agent, and subject in any event to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders pro rata in accordance with their respective Revolving Credit Commitments (with respect to the Letter of Credit Exposure and the Swingline Exposure); provided that (a) the total Revolving Credit Exposure of each Non-Defaulting Lender (including its total Letter of Credit Exposure and total Swingline Exposure, as so reallocated) may not in any event exceed the Revolving Credit Commitment of such Non-Defaulting Lender as in effect at the time of such reallocation, (b) such reallocation will not constitute a waiver or release of any claim the Borrower, the Administrative Agent, the Letter of Credit Issuer, the Swingline Lender or any other Lender may have against such Defaulting Lender, and (c) neither such reallocation nor any payment by a Non-Defaulting Lender as a result thereof will cause such Defaulting Lender to be a Non-Defaulting Lender;

(b)to the extent that any portion (the “unreallocated portion”) of the Defaulting Lender’s Letter of Credit Exposure and Swingline Exposure cannot be so reallocated, whether by reason of the first proviso in clause (a) above or otherwise, the Borrower will, not later than five Business Days after demand by the Administrative Agent, (i) Cash Collateralize the obligations of the Borrower to the Letter of Credit Issuer and the Swingline Lender in respect of such Letter of Credit Exposure or Swingline Exposure, as the case may be, in an amount at least equal to the aggregate amount of the unreallocated portion of such Letter of Credit Exposure or Swingline Exposure, (ii) in the case of such Swingline Exposure prepay in full the unreallocated portion thereof, or (iii) make other arrangements satisfactory to the Administrative Agent, the Letter of Credit Issuer and the Swingline Lender in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender; and

(c)any amount paid by the Borrower for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but shall instead be retained by the Administrative Agent in a segregated non-interest bearing escrow account until (subject toSection 2.17(b)) the termination of the Commitments and payment in full of all obligations of the Borrower hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: First to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to the Letter of Credit Issuer or the Swingline Lender (pro rata as to the respective amounts owing to each of them) under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and unreimbursed Letter of Credit disbursements then due and payable to the Non-Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders, and seventh after the termination of the Commitments and payment in full of all obligations of the Borrower hereunder,

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to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.

(d)In furtherance of the foregoing, if any Lender becomes, and during the period it remains, a Defaulting Lender or a Potential Defaulting Lender, then, to the extent that any portion of a Defaulting Lender’s Letter of Credit Exposure and Swingline Exposure cannot be reallocated in accordance with clause (a) above, whether by reason of the first proviso in clause (a) above or otherwise, and is not Cash Collateralized in accordance with clause (b) above by the Borrower no later than five Business Days after demand by the Administrative Agent, each of the Letter of Credit Issuer and the Swingline Lender is hereby authorized by the Borrower (which authorization is irrevocable and coupled with an interest) to give, through the Administrative Agent, Notices of Borrowing pursuant to Section 3.4 in such amounts and in such times as may be required to (i) reimburse an outstanding Letter of Credit disbursement, (ii) repay an outstanding Swingline Loan, or (iii) Cash Collateralize the obligations of the Borrower in respect of outstanding Letters of Credit or Swingline Loans in an amount at least equal to the aggregate amount of the obligations (contingent or otherwise) of such Defaulting Lender or Potential Defaulting Lender in respect of such Letter of Credit or Swingline Loan.

SECTION 3.    Letters of Credit.

3.1Letters of Credit.

(a)(i) Subject to and upon the terms and conditions herein set forth, at any time and from time to time after the Closing Date and prior to the L/C Maturity Date, the Letter of Credit Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 3, to issue from time to time from the Closing Date through the L/C Maturity Date upon the request of the Borrower, as applicant, and for the direct or indirect benefit of, the Borrower and the Restricted Domestic Subsidiaries, a letter of credit or letters of credit (including the Existing Letters of Credit, the “Letters of Credit” and each, a “Letter of Credit”) in such form as may be approved by the applicable Letter of Credit Issuer in its reasonable discretion; provided that the Borrower shall be a co-applicant, and jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Domestic Subsidiary.

(b)Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Outstandings at such time, would exceed the Letter of Credit Commitment then in effect; (ii) no Letter of Credit shall be issued the Stated Amount of which would cause the aggregate amount of the Lenders’ Revolving Credit Exposures at the time of the issuance thereof to exceed the Total Revolving Credit Commitment then in effect; (iii) no Letter of Credit in an Alternative Currency shall be issued the Stated Amount of which would cause the Aggregate Multicurrency Exposures at the time of the issuance thereof to exceed the Multicurrency Sublimit then in effect; (iv) each Letter of Credit (other than a DOE Letter of Credit which may have a later expiration date by the terms thereof) shall have an expiration date occurring no later than one year after the date of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the Letter of Credit Issuer; provided that in no event shall such expiration date occur later than the L/C Maturity Date (other than a DOE Letter of Credit); (v) each Letter of Credit shall be denominated in Dollars or an Alternative Currency; (vi) no Letter of Credit shall be issued if it would be illegal under any applicable law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor; (vii) no Letter of Credit shall be issued by a Letter of Credit Issuer after it has received a written notice from any Credit Party or the Administrative Agent or the Required Lenders stating that a Default or Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have received a written

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notice of (x) either the rescission of such notice from the party or parties originally delivering such notice or a cure of the Default or Event of Default described in such notice from any Credit Party or

(y) the waiver of such Default or Event of Default in accordance with the provisions of Section

13.1; (viii) no Letter of Credit Issuer will have any obligation to issue any Letter of Credit, the Stated Amount of which, when added to the Letter of Credit Outstandings at such time of such Letter of Credit Issuer, would exceed the Letter of Credit Commitment of such Letter of Credit Issuer then in effect; and (ix) if the Revolving Credit Commitments are extended by one or more Extending Lenders pursuant to an Extension Amendment and the prior written consent of the applicable Letter of Credit Issuer is obtained, any Letter of Credit Commitments of such Extending Lenders shall be extended pro rata for such Extending Lenders.

(c)Upon at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent and the applicable Letter of Credit Issuer (which notice the Administrative Agent shall promptly transmit to each of the applicable Lenders), the Borrower shall have the right, on any day, permanently to terminate or reduce the Letter of Credit Commitment in whole or in part; provided that, after giving effect to such termination or reduction, the Letter of Credit Outstandings shall not exceed the Letter of Credit Commitment.

3.2Letter of Credit Requests.

(a)Whenever the Borrower desires that a Letter of Credit be issued for its account, the Borrower shall give the Administrative Agent and the applicable Letter of Credit Issuer a Letter of Credit Request by no later than 11:00 a.m. (New York City time) at least three (or such lesser number as may be agreed upon by the Administrative Agent and the applicable Letter of Credit Issuer) Business Days prior to the proposed date of issuance or amendment. Each notice shall be executed by the Borrower and shall be in the form of Exhibit E (each a “Letter of Credit Request”). The applicable Letter of Credit Issuer may also request that the Borrower execute and deliver such Letter of Credit Issuer’s standard letter of credit application form. In the event of any inconsistencies between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, a Letter of Credit Issuer relating to any Letter of Credit, the terms and conditions of this Agreement shall control.

(b)If the Borrower so requests in any applicable Letter of Credit Request, the applicable Letter of Credit Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such Letter of Credit Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Letter of Credit Issuer, the Borrower shall not be required to make a specific request to such Letter of Credit Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the applicable Revolving Credit Lenders shall be deemed to have authorized (but may not require) the Letter of Credit Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the L/C Maturity Date; provided, however, that the Letter of Credit Issuer shall not permit any such extension if (A) the Letter of Credit Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (b) of Section 3.1 or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the

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day that is five Business Days before the Non-Extension Notice Date from the Administrative Agent, any Revolving Credit Lender or the Borrower that one or more of the applicable conditions specified in Sections 6 and 7 are not then satisfied, and in each such case directing the applicable Letter of Credit Issuer not to permit such extension.

(c)Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable Letter of Credit Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. On the last Business Day of each March, June, September and December, each Letter of Credit Issuer shall provide the Administrative Agent a list of all Letters of Credit issued by it that are outstanding at such time.

(d)The making of each Letter of Credit Request shall be deemed to be a representation and warranty by the Borrower, that the Letter of Credit may be issued in accordance with, and will not violate the requirements of Section 3.1(b).

3.3Letter of Credit Participations.

(a)Immediately upon the issuance by the Letter of Credit Issuer of any Letter of Credit, the Letter of Credit Issuer shall be deemed to have sold and transferred to each Revolving Credit Lender (each such Revolving Credit Lender, in its capacity under this Section 3.3(a)(i), a “L/C Participant”), and each such L/C Participant shall be deemed irrevocably and unconditionally to have purchased and received from the Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation (each a “L/C Participation”), to the extent of such L/C Participant’s Revolving Credit Commitment Percentage, in each Letter of Credit, each substitute therefor, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto; provided that the Letter of Credit Fees will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(c) and the L/C Participants shall have no right to receive any portion of any Fronting Fees.

(b)In determining whether to pay under any Letter of Credit, the applicable Letter of Credit Issuer shall have no obligation other than to confirm that documents have been delivered that appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by the relevant Letter of Credit Issuer under or in connection with any Letter of Credit issued by it, if taken or omitted in the absence of gross negligence or willful misconduct, shall not create for such Letter of Credit Issuer any resulting liability.

(c)In the event that the Letter of Credit Issuer makes any payment under any Letter of Credit issued by it and the Borrower shall not have repaid such amount in full to the respective Letter of Credit Issuer pursuant to Section 3.4(a), the Letter of Credit Issuer shall promptly notify the Administrative Agent (who shall notify each L/C Participant) of such failure, and each L/C Participant shall promptly and unconditionally pay to the Administrative Agent for the account of the Letter of Credit Issuer the amount of such L/C Participant’s Revolving Credit Commitment Percentage of the Dollar Equivalent of such unreimbursed payment in Dollars and in immediately available funds; provided, however, that no L/C Participant shall be obligated to pay to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of such unreimbursed amount arising from any wrongful payment made by the Letter of Credit Issuer under any such Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer. If the Letter of Credit Issuer so notifies, prior to 11:00 a.m. (New York City time) on any Business Day,

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any L/C Participant required to fund its L/C Participation in a payment under a Letter of Credit, such L/C Participant shall make available to the Administrative Agent for the account of the Letter of Credit Issuer such L/C Participant’s Revolving Credit Commitment Percentage of the amount of such payment no later than 1:00 p.m. (New York City time) on such Business Day in Dollars and in immediately available funds. If and to the extent such L/C Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of such payment available to the Administrative Agent for the account of the Letter of Credit Issuer, such L/C Participant agrees to pay to the Administrative Agent for the account of the Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such amount is paid to the Administrative Agent for the account of the Letter of Credit Issuer at a rate per annum equal to the Overnight Rate from time to time then in effect, plus any administrative, processing or similar fees customarily charged by the Letter of Credit Issuer in connection with the foregoing. The failure of any L/C Participant to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other L/C Participant of its obligation hereunder to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under such Letter of Credit on the date required, as specified above, but no L/C Participant shall be responsible for the failure of any other L/C Participant to make available to the Administrative Agent such other L/C Participant’s Revolving Credit Commitment Percentage of any such payment except as provided in Section 2.18.

(d)Whenever a Letter of Credit Issuer receives a payment in respect of an unpaid reimbursement obligation as to which the Administrative Agent has received for the account of such Letter of Credit Issuer any payments from the L/C Participants pursuant to clause (c) above, such Letter of Credit Issuer shall pay to the Administrative Agent and the Administrative Agent shall promptly pay to each L/C Participant that has paid its Revolving Credit Commitment Percentage of such reimbursement obligation, in the currency in which such payment was received and in immediately available funds, an amount equal to such L/C Participant’s share (based upon the proportionate aggregate amount originally funded by such L/C Participant to the aggregate amount funded by all L/C Participants) of the Dollar Equivalent of the amount so paid in respect of such reimbursement obligation and interest thereon accruing after the receipt by the applicable Letter of Credit Issuer of the payment made pursuant to Section 3.3(c), at the Overnight Rate.

(e)(i) The obligations of the L/C Participants to make payments to the Administrative Agent for the account of a Letter of Credit Issuer with respect to Letters of Credit and (ii) the obligation of the Borrower to reimburse the applicable Letter of Credit Issuer for drawings honored under any Letter of Credit issued by it and to repay any payments made by Lenders pursuant to Section 3.3(c), in each case, shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including under any of the following circumstances:

(i)any lack of validity or enforceability of this Agreement or any of the other Credit Documents;

(ii)the existence of any claim, set-off, defense or other right that the Borrower may have at any time against a beneficiary named in a Letter of Credit, any beneficiary or any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any Letter of Credit Issuer, any Lender or other Person or, in the case of a Lender, against the Borrower, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including

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any underlying transaction between the Borrower and the beneficiary named in any such Letter of Credit);

(iii)any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

(iv)the surrender or impairment of any security for the performance or observance of any of the terms of any of the Credit Documents;

(v)the payment by a Letter of Credit Issuer under any Letter of Credit against presentation of a draft or other document which does not substantially comply with the terms of such Letter of Credit;

(vi)any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of Borrower or any of its Subsidiaries;

(vii)any breach hereof or any other Credit Document by any party thereto;

(viii)any other circumstance or happening whatsoever, whether or not similar to any of the foregoing; or

(ix)the occurrence of any Default or Event of Default;

provided, however, that no L/C Participant shall be obligated to pay to the Administrative Agent for the account of a Letter of Credit Issuer its Revolving Credit Commitment Percentage of any unreimbursed amount arising from any wrongful payment made by such Letter of Credit Issuer under any such Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Letter of Credit Issuer.

(f)Until the Series 2024 Revolving Credit Maturity Date, L/C Participations in Letters of Credit shall be allocated in accordance with the aggregate Revolving Credit Commitments.

3.4Agreement to Repay Letter of Credit Drawings.

(a)The Borrower hereby agrees to reimburse the applicable Letter of Credit Issuer, by making payment with respect to any drawing under any Letter of Credit issued by such Letter of Credit Issuer at the request of the Borrower, in the same currency in which such drawing was made. Any such reimbursement shall be made by the Borrower to the Administrative Agent in immediately available funds for any payment or disbursement made by the applicable Letter of Credit Issuer under any Letter of Credit (each such amount so paid until reimbursed, an “Unpaid Drawing”) no later than the date that is one Business Day after the date on which the Borrower receives notice of such payment or disbursement (the “Reimbursement Date”), with interest on the amount so paid or disbursed by such Letter of Credit Issuer, to the extent not reimbursed prior to 5:00 p.m. (New York City time) on the Reimbursement Date, from the Reimbursement Date to the date such Letter of Credit Issuer is reimbursed therefor at a rate per annum that shall at all times be the weighted average of the Applicable ABR Margins (with such weighted average determined by reference to the aggregate Revolving Credit Commitments of each Class then existing) plus the ABR as in effect from time to time; provided that, notwithstanding anything contained in this Agreement to the contrary, (i) unless the Borrower shall have notified the Administrative Agent and

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the relevant Letter of Credit Issuer prior to 12:00 noon (New York City time) on the Reimbursement Date that the Borrower intends to reimburse the relevant Letter of Credit Issuer for the amount of such drawing with funds other than the proceeds of Loans, the Borrower shall be deemed to have given a Notice of Borrowing requesting that Revolving Credit Lenders make Revolving Credit Loans (which shall be denominated in Dollars or the applicable Alternative Currency and which shall be ABR Loans if denominated in Dollars) on the Reimbursement Date in the amount, or Dollar Equivalent of the amount, as applicable, of such drawing and (ii) the Administrative Agent shall promptly notify each L/C Participant, at its applicable Lending Office, of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each L/C Participant shall be irrevocably obligated to make a Revolving Credit Loan to the Borrower in Dollars or the applicable Alternative Currency in the manner deemed to have been requested in the amount of its Revolving Credit Commitment Percentage (each as determined after giving effect to Section 3.3(f)), of the applicable Unpaid Drawing by 2:00 p.m. (New York City time) on such Reimbursement Date by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such Revolving Credit Loans shall be made without regard to the Minimum Borrowing Amount. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for purpose of reimbursing the relevant Letter of Credit Issuer for the related Unpaid Drawing. In the event that the Borrower fails to Cash Collateralize any Letter of Credit that is outstanding on the L/C Maturity Date, the full amount of the Letter of Credit Outstandings in respect of such Letter of Credit shall be deemed to be an Unpaid Drawing subject to the provisions of this Section 3.4 except that the applicable Letter of Credit Issuer shall hold the proceeds received from the L/C Participants as contemplated above as cash collateral for such Letter of Credit to reimburse any Drawing under such Letter of Credit and shall use such proceeds first, to reimburse itself for any Drawings made in respect of such Letter of Credit following the L/C Maturity Date, second, to the extent such Letter of Credit expires or is returned for cancellation while any such cash collateral remains, to the repayment of obligations in respect of any Revolving Credit Loans that have not paid at such time and third, to the Borrower or as otherwise directed by a court of competent jurisdiction. Nothing in this Section 3.4(a) shall affect the Borrower’s obligation to repay all outstanding Revolving Credit Loans when due in accordance with the terms of this Agreement.

(b)The obligations of the Borrower under this Section 3.4 to reimburse the Letter of Credit Issuers with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute, unconditional and irrevocable under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that the Borrower or any other Person may have or have had against any Letter of Credit Issuer, the Administrative Agent or any Lender (including in its capacity as an L/C Participant), including any defense based upon the failure of any drawing under a Letter of Credit (each a “Drawing”) to conform to the terms of the Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such Drawing and without regard to any adverse change in the relevant exchange rates or in the availability of the Alternative Currency to the Borrower or in the relevant currency markets generally; provided that the Borrower shall not be obligated to reimburse a Letter of Credit Issuer for any wrongful payment made by such Letter of Credit Issuer under the Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Letter of Credit Issuer as determined by a court of competent jurisdiction in a final and non-appealable judgment.

3.5Increased Costs. If after the date hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by a Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the date hereof (whether or not having the force of law), by any such authority, central bank or comparable agency shall either (a) impose, modify

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or make applicable any reserve, deposit, capital adequacy, liquidity or similar requirement against letters of credit issued by a Letter of Credit Issuer, or any L/C Participant’s L/C Participation therein, (b) impose on a Letter of Credit Issuer or any L/C Participant any other conditions affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation therein, and the result of any of the foregoing is to increase the cost to such Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by such Letter of Credit Issuer or such L/C Participant hereunder, or (c) shall subject any Letter of Credit Issuer or such L/C Participant to any Taxes (other than (A) Indemnified Taxes or (B) Excluded Taxes) on its loans, loan principal, Letters of Credit or L/C Participations therein, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then, promptly after receipt of written demand to the Borrower by the Letter of Credit Issuer or such L/C Participant, as the case may be (a copy of which notice shall be sent by the affected Letter of Credit Issuer or such L/C Participant to the Administrative Agent), the Borrower shall pay to the affected Letter of Credit Issuer or such L/C Participant such additional amount or amounts as will compensate such Letter of Credit Issuer or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the affected Letter of Credit Issuer or an L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the date hereof. Notwithstanding anything herein to the contrary, the Dodd-Frank Wall Street Reform and Consumer Protection Act, and all requests, rules guidelines and directives promulgated thereunder, are deemed to have been introduced or adopted after the date hereof, regardless of the date enacted or adopted. A certificate submitted to the Borrower by the relevant Letter of Credit Issuer or an L/C Participant, as the case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the Letter of Credit Issuer or such L/C Participant as aforesaid shall be conclusive and binding on the Borrower absent clearly demonstrable error.

3.6New or Successor Letter of Credit Issuer.

(a)Each Letter of Credit Issuer may resign as a Letter of Credit Issuer upon 60 days’ prior written notice to the Administrative Agent (which shall promptly make such information available to the Lenders in accordance with its customary practice) and the Borrower; provided, however, notwithstanding the foregoing, if a Letter of Credit Issuer has issued a DOE Letter of Credit, such Letter of Credit Issuer may resign as a Letter of Credit Issuer only upon at least 120 days’ prior written notice to the Administrative Agent and the Borrower. The Borrower may replace a Letter of Credit Issuer for any reason upon written notice to the Administrative Agent and the affected Letter of Credit Issuer. The Borrower may add Letter of Credit Issuers at any time upon notice to the Administrative Agent. If a Letter of Credit Issuer shall resign or be replaced, or if the Borrower shall decide to add a new Letter of Credit Issuer under this Agreement, then the Borrower may appoint from among the Lenders a successor issuer of Letters of Credit, or a new Letter of Credit Issuer, as the case may be, or, with the consent of the Administrative Agent (such consent not to be unreasonably withheld), another successor issuer of Letters of Credit, or another new Letter of Credit Issuer, whereupon such successor issuer shall succeed to the rights, powers and duties of the replaced or resigning Letter of Credit Issuer under this Agreement and the other Credit Documents, or such new issuer of Letters of Credit shall be granted the rights, powers and duties of a Letter of Credit Issuer hereunder, and the term “Letter of Credit Issuer” and, as applicable, “Letter of Credit Issuer” shall mean such successor or such new issuer of Letters of Credit effective upon such appointment. At the time such resignation or replacement shall become effective, the Borrower shall pay to the resigning or replaced Letter of Credit Issuer all accrued and unpaid fees pursuant to Sections 4.1(c) and 4.1(d). The acceptance of any appointment as a Letter of Credit

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Issuer hereunder whether as a successor issuer or new issuer of Letters of Credit in accordance with this Agreement, shall be evidenced by an agreement entered into by such new or successor issuer of Letters of Credit, in a form satisfactory to the Borrower and the Administrative Agent and, from and after the effective date of such agreement, such new or successor issuer of Letters of Credit shall become a “Letter of Credit Issuer” hereunder. After the resignation or replacement of a Letter of Credit Issuer hereunder, the resigning or replaced Letter of Credit Issuer shall remain a party hereto and shall continue to have all the rights and obligations of a Letter of Credit Issuer under this Agreement and the other Credit Documents with respect to Letters of Credit issued by it prior to such resignation or replacement, but shall not be required to issue additional Letters of Credit. In connection with any resignation or replacement pursuant to this clause (a) (but, in case of any such resignation, only to the extent that a successor issuer of Letters of Credit shall have been appointed), either (i) the Borrower, the resigning or replaced Letter of Credit Issuer and the successor issuer of Letters of Credit shall arrange to have any outstanding Letters of Credit issued by the resigning or replaced Letter of Credit Issuer replaced with Letters of Credit issued by the resigned or replaced Letter of Credit Issuer’s successor or (ii) the Borrower shall cause the successor issuer of Letters of Credit, if such successor issuer is reasonably satisfactory to the replaced or resigning Letter of Credit Issuer, to issue “back-stop” Letters of Credit naming the resigning or replaced Letter of Credit Issuer as beneficiary for each outstanding Letter of Credit issued by the resigning or replaced Letter of Credit Issuer, which new Letters of Credit shall be denominated in the same currency as, and shall have a face amount equal to, the Letters of Credit being back-stopped and the sole requirement for drawing on such new Letters of Credit shall be a drawing on the corresponding back-stopped Letters of Credit. After any resigning or replaced Letter of Credit Issuer’s resignation or replacement as Letter of Credit Issuer, the provisions of this Agreement relating to a Letter of Credit Issuer shall inure to its benefit as to any actions taken or omitted to be taken by it (A) while it was a Letter of Credit Issuer under this Agreement or (B) at any time with respect to Letters of Credit issued by such Letter of Credit Issuer.

(b)To the extent that there are, at the time of any resignation or replacement as set forth in clause (a) above, any outstanding Letters of Credit, nothing herein shall be deemed to impact or impair any rights and obligations of any of the parties hereto with respect to such outstanding Letters of Credit (including, without limitation, any obligations related to the payment of Fees or the reimbursement or funding of amounts drawn), except that the Borrower, the resigning or replaced Letter of Credit Issuer and the successor issuer of Letters of Credit shall have the obligations regarding outstanding Letters of Credit described in clause (a) above.

3.7Role of Letter of Credit Issuer. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable Letter of Credit Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Letter of Credit Issuer, the Administrative Agent, any of their respective affiliates nor any correspondent, participant or assignee of the Letter of Credit Issuer shall be liable for (i) any action taken or omitted in connection herewith at the request or with the approval of the Required Revolving Credit Lenders; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Letter of Credit Issuers, the Administrative Agent, any of their respective affiliates nor any correspondent, participant or assignee of any Letter of Credit Issuer shall be liable or responsible for any of the matters described in

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Section 3.3(e); provided that anything in such Section to the contrary notwithstanding, the Borrower may have a claim against the applicable Letter of Credit Issuer, and such Letter of Credit Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by such Letter of Credit Issuer’s willful misconduct or gross negligence or such Letter of Credit Issuer’s willful failure to pay under any Letter of Credit issued by it after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of such Letter of Credit as determined by a court of competent jurisdiction in a final and non-appealable judgment. In furtherance and not in limitation of the foregoing, each Letter of Credit Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no Letter of Credit Issuer shall be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

3.8Cash Collateral; Other.

(a)(i) Upon the request of the Required Revolving Credit Lenders if, as of the L/C Maturity Date, there are any Letter of Credit Outstandings (including with respect to any DOE Letter of Credit), the Borrower shall immediately Cash Collateralize the then Letter of Credit Outstandings; provided, however, the Borrower may otherwise collateralize all or part of the then Letter of Credit Outstandings with “back to back” letters of credit or provide other credit support on terms reasonably satisfactory to the respective Letter of Credit Issuer.

(b)If any Event of Default shall occur and be continuing, the Revolving Credit Lenders with Letter of Credit Exposure representing greater than 50% of the total Letter of Credit Exposure may require that the L/C Obligations be Cash Collateralized.

(c)If any Lender becomes, and during the period it remains, a Defaulting Lender, if any Letter of Credit is at the time outstanding, the Letter of Credit Issuer may (except, in the case of a Defaulting Lender, to the extent the Commitments have been reallocated pursuant to Section 2.18), by notice to the Borrower and such Defaulting Lender through the Administrative Agent, require the Borrower to Cash Collateralize the obligations of the Borrower to the Letter of Credit Issuer in respect of such Letter of Credit (contingent or otherwise) of such Defaulting Lender in respect thereof, or to make other arrangements satisfactory to the Administrative Agent and the Letter of Credit Issuer in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender.

(d)“Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Letter of Credit Issuer and the Lenders, as collateral for the L/C Obligations, or cash or deposit account balances in the currencies in which the Letter of Credit Outstandings are denominated and in an amount equal to 102% of the amount of the applicable Letter of Credit Outstandings required to be Cash Collateralized pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the Letter of Credit Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower and the Subsidiary Borrower, as applicable, hereby grants to the Administrative Agent, for the benefit of the applicable Letter of Credit Issuer and the applicable L/C Participants, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, interest bearing deposit accounts with the Administrative Agent or the Collateral Agent, or a bank approved by the Administrative Agent and such deposit accounts shall, in each case, be subject to a

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control agreement made in favor of the Administrative Agent or the Collateral Agent and reasonably satisfactory to it.

3.9Applicability of ISP and UCP. Unless otherwise expressly agreed by the L/C Issuer and the Borrower when a Letter of Credit is issued, (i) the rules of the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance) shall apply to each standby Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance, shall apply to each commercial Letter of Credit.

3.10Conflict with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control.

3.11Letters of Credit Issued for Restricted Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Restricted Subsidiary, the Borrower shall be obligated to reimburse the Letter of Credit Issuer hereunder for any and all drawings under such Letter of Credit. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Restricted Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such Restricted Subsidiaries.

3.12Existing Letters of Credit. The Administrative Agent, the Lenders (including any Lender that issued any Existing Letter of Credit) and the Borrower agree that, notwithstanding the provisions specified in the Existing Letters of Credit, effective as of the Closing Date, the Existing Letters of Credit shall be deemed to have been issued under this Agreement and deemed to be maintained under, and to be governed by the terms and conditions of, this Agreement as Letters of Credit.

SECTION 4.    Fees; Commitments.

4.1Fees.

(a)The Borrower agrees to pay to the Administrative Agent in Dollars, for the account of each Revolving Credit Lender (in each case pro rata according to the respective Revolving Credit Commitments of all such Lenders), a commitment fee (“Revolving Credit Commitment Fees”) for each day from the Closing Date to the Series 2024 Revolving Credit Termination Date. Each Revolving Credit Commitment Fee shall be payable (x) quarterly in arrears on each Applicable Date (for the three-month period (or portion thereof) ended on such day for which no payment has yet been received) and (y) on the Series 2024 Revolving Credit Termination Date (for the period ended on such date and beginning on the last date in respect of which no payment has yet been received pursuant to clause (x) above). For each day during such period the Revolving Credit Commitment Fee shall be computed on the Available Revolving Commitments as in effect on such day, at a rate per annum equal to the Revolving Credit Commitment Fee Rate in effect on such day.

(b)The Borrower agrees to pay to the Administrative Agent in Dollars for the account of the Revolving Credit Lenders, pro rata on the basis of their respective Letter of Credit Exposure, a fee in respect of each Letter of Credit, respectively (the “Letter of Credit Fee”), for the period from the date of issuance of such Letter of Credit to the termination date of such Letter of

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Credit computed at the per annum rate for each day equal to the Applicable LIBOR Margin applicable to Term SOFR Loans for Revolving Credit Loans on the average daily Stated Amount of the applicable Letter of Credit. Such Letter of Credit Fees shall be due and payable (x) quarterly in arrears on each Applicable Date and (y) on the date upon which the Total Revolving Credit Commitment terminates and the Letter of Credit Outstandings shall have been reduced to zero.

(c)The Borrower agrees to pay to each Letter of Credit Issuer a fee in Dollars in respect of each Letter of Credit issued by it (the “Fronting Fee”), for the period from the date of issuance of such Letter of Credit to the termination date of such Letter of Credit, computed at the rate for each day equal to 0.125% per annum on the average daily Stated Amount of such Letter of Credit (or at such other rate per annum as agreed in writing between the Borrower and the Letter of Credit Issuer). Such Fronting Fees shall be due and payable (x) quarterly in arrears on the last Business Day of each March, June, September and December and (y) on the date upon which the Total Revolving Credit Commitment terminates and the Letter of Credit Outstandings shall have been reduced to zero.

(d)The Borrower agrees to pay directly to the applicable Letter of Credit Issuer in Dollars upon each issuance of, drawing under, and/or amendment of, a Letter of Credit issued by it such amount as such Letter of Credit Issuer and the Borrower shall have agreed upon for issuances of, drawings under or amendments of, letters of credit issued by it.

(e)Notwithstanding the foregoing, the Borrower shall not be obligated to pay any amounts to any Defaulting Lender pursuant to this Section 4.1 for any portion of any period during which such Lender is a Defaulting Lender.

(f)The Borrower shall pay to the Administrative Agent additional fees in such amounts and at such times as have been separately agreed.

(g)Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, such Defaulting Lender shall not be entitled to any fees accruing during such period pursuant to Section 4.1 (without prejudice to the rights of the Non-Defaulting Lenders in respect of such fees); provided that (a) to the extent that a portion of the Letter of Credit Exposure or the Swingline Exposure of such Defaulting Lender is reallocated to the Non-Defaulting Lenders pursuant to Section 2.18, such fees that would have accrued for the benefit of such Defaulting Lender shall instead accrue for the benefit of and be payable to such Non-Defaulting Lenders, pro rata in accordance with their respective Revolving Credit Commitments, and (b) to the extent of any portion of such Letter of Credit Exposure or Swingline Exposure that cannot be so reallocated or has not been Cash Collateralized in accordance with this Agreement, such fees shall instead accrue for the benefit of and be payable to the Letter of Credit Issuer and the Swingline Lender as their interests appear (and the prorata payment provisions of Section 5.3(a) shall automatically be deemed adjusted to reflect the provisions of this Section).

4.2Voluntary Reduction of Commitments.

Upon at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Revolving Credit Commitments in whole or in part, provided that (i) any such reduction shall apply proportionately and permanently to reduce the Revolving Credit Commitment of each Revolving Credit Lender, except in connection with the establishment of any Extended Revolving Credit Commitment, in which case

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reductions may be applied to different Classes of Revolving Credit Commitments (and shall apply proportionately to each Revolving Credit Lender within each such Class), (ii) any partial reduction pursuant to this Section 4.2 shall be in the amount of at least $5,000,000 and (iii) after giving effect to such termination or reduction and to any prepayments of the Revolving Credit Loans made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Revolving Credit Exposures shall not exceed the Total Revolving Credit.

4.3Mandatory Termination of Commitments.

(a)The Series 2024 Revolving Credit Commitment shall terminate at 5:00 p.m. (New York City time) on the Series 2024 Revolving Credit Maturity Date

(b)The Swingline Commitment shall terminate at 5:00 p.m. (New York City time) on the Swingline Maturity Date.

(c)The New Term Loan Commitment for any Series shall, unless otherwise provided in the applicable Joinder Agreement, terminate at 5:00 p.m. (New York City time) on the Increased Amount Date for such Series.

SECTION 5.    Payments.

5.1Voluntary Prepayments. The Borrower shall have the right to prepay its Term Loans, Revolving Credit Loans and Swingline Loans, as applicable, in each case, without premium or penalty (except set forth in Section 5.1(b)), in whole or in part from time to time on the following terms and conditions: (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBORTerm SOFRLoans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00 noon (New York City time) (i) in the case of LIBORTerm SOFRLoans denominated in Dollars, three Business Days prior to, (ii) in the case of Loans denominated in an Alternative Currency, fourfiveBusiness Days prior to, (iii) in the case of ABR Loans (other than Swingline Loans), one Business Day prior to or (iv) in the case of Swingline Loans, on, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may be; (b) each partial prepayment of (i) any Borrowing of LIBORTerm SOFRLoans denominated in Dollars shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof and (ii) any ABR Loans (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof, (iii) any Loans denominated in Euro shall be in a minimum amount of €1,000,000 and in multiples of €100,000 in excess thereof, (iv) any Loans denominated in Sterling shall be in a minimum amount of £1,000,000 and in multiples of £100,000 in excess thereof, (v) any Loans denominated in any other Alternative Currency, in a minimum amount and in multiples to be agreed upon by the Administrative Agent and the Borrower, and (vi) Swingline Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBORTerm SOFR Loans, Eurodollar Rate Loans or RFRLoans made pursuant to a single Borrowing shall reduce the outstanding LIBORTerm SOFR Loans, Eurodollar Rate Loans orRFRLoans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBORTerm SOFR Loan, Eurodollar Rate Loans or RFRLoans and (c) any prepayment of LIBORTerm SOFR Loans or Eurodollar RateLoans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied to the Class or Classes of Term Loans as the Borrower may specify (and shall apply pro rata to all Lenders holding Term Loans of such Class) and (b)

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applied to reduce any the New Term Loan Repayment Amount in such order as the Borrower may specify. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender.

5.2Mandatory Prepayments.

(a)Repayment of Revolving Credit Loans.

(i)If on any date the aggregate amount of the Lenders’ Revolving Credit Exposures (collectively, the “Aggregate Revolving Credit Outstandings”) for any reason exceeds 100% of the Total Revolving Credit Commitment then in effect, the Borrower shall forthwith repay on such date the principal amount of Swingline Loans and, after all Swingline Loans have been paid in full, Revolving Credit Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Credit Loans, the Aggregate Revolving Credit Outstandings exceed the Total Revolving Credit Commitment then in effect, the Borrower shall Cash Collateralize the Letter of Credit Outstandings to the extent of such excess;

(ii)If on any date the aggregate amount of the Revolving Credit Lenders’ Multicurrency Exposures (collectively, the “Aggregate Multicurrency Exposures”) for any reason exceeds 105% of the Multicurrency Sublimit as then in effect, the Borrower shall forthwith repay on such date Revolving Credit Loans denominated in Alternative Currencies in a principal amount such that, after giving effect to such repayment, the Aggregate Multicurrency Exposures do not exceed 100% of the Multicurrency Sublimit. If, after giving effect to the prepayment of all outstanding Revolving Credit Loans denominated in Alternative Currencies, the Aggregate Multicurrency Exposures exceed 100% of the Multicurrency Sublimit, the Borrower shall Cash Collateralize the Letter of Credit Outstandings in respect of Letters of Credit denominated in Alternative Currencies to the extent of such excess.

(b)Application to Revolving Credit Loans. With respect to each prepayment of Revolving Credit Loans required by Section 5.2(a), the Borrower may designate (i) the Types of Loans that are to be prepaid and the specific Borrowing(s) pursuant to which made and (ii) the Revolving Credit Loans to be prepaid; provided that

(y) each prepayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; and (z) notwithstanding the provisions of the preceding clause (y), no prepayment of Revolving Credit Loans shall be applied to the Revolving Credit Loans of any Defaulting Lender unless otherwise agreed in writing by the Borrower. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its reasonable discretion with a view, but no obligation, to minimize breakage costs owing under Section2.11.

(c)LIBOREurodollar and Term SOFR Interest Periods. In lieu of making any payment pursuant to this Section 5.2 in respect of any LIBOREurodollarRate Loan or Term SOFRLoan other than on the last day of the Interest Period therefor so long as no Event of Default shall have occurred and be continuing, the Borrower at its option may deposit with the Administrative Agent an amount in the applicable currency equal to the amount of the LIBOREurodollar Rate Loan or Term SOFRLoan to be prepaid and such LIBOREurodollar Rate Loan or Term SOFRLoan shall be repaid on the last day of the Interest Period therefor in the required amount. Such deposit shall be held by the Administrative Agent in a corporate time deposit account established on terms reasonably satisfactory to the Administrative Agent, earning interest at the then-customary rate for accounts of such type. Such deposit shall constitute cash collateral for the

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LIBOREurodollar Rate Loans or Term SOFRLoans to be so prepaid, provided that the Borrower may at any time direct that such deposit be applied to make the applicable payment required pursuant to this Section 5.2.

5.1Method and Place of Payment.

(a)Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders entitled thereto, the Letter of Credit Issuer or the Swingline Lender entitled thereto, as the case may be, not later than 2:00 p.m. (New York City time), in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto.

(b)Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

5.2Net Payments.

(a)Any and all payments made by or on behalf of the Borrower or any Guarantor under this Agreement or any other Credit Document shall be made free and clear of, and without deduction or withholding for or on account of, any Indemnified Taxes; provided that if the Borrower or any Guarantor shall be required by applicable Requirements of Law to deduct or withhold any Indemnified Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions and withholdings (including deductions or withholdings applicable to additional sums payable under this Section 5.4) the Administrative Agent, the Collateral Agent, the applicable Letter of Credit Issuer, or the applicable Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (ii) the Borrower or such Guarantor shall make such deductions or withholdings and (iii) the Borrower or such Guarantor shall timely pay the full amount deducted or withheld to the relevant Governmental Authority within the time allowed and in accordance with applicable Requirements of Law. Whenever any Indemnified Taxes are payable by the Borrower or Guarantor, as promptly as possible thereafter, the Borrower or Guarantor shall send to the Administrative Agent for its own account or for the account of such Lender, as the case may be, a certified copy of an original official receipt (or other evidence acceptable to such Lender, acting reasonably) received by the Borrower or Guarantor showing payment thereof.

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(b)The Borrower shall timely pay and shall indemnify and hold harmless the Administrative Agent, the Collateral Agent, each Letter of Credit Issuer, and each Lender (whether or not such Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority) with regard to any Other Taxes.

(c)The Borrower shall indemnify and hold harmless the Administrative Agent, the Collateral Agent, each Letter of Credit Issuer, and each Lender within 15 Business Days after written demand therefor, for the full amount of any Indemnified Taxes imposed on the Administrative Agent, the Collateral Agent or such Lender as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower or any Guarantor hereunder or under any other Credit Document (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 5.4) and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate setting forth reasonable detail as to the amount of such payment or liability delivered to the Borrower by a Lender, a Letter of Credit Issuer, the Administrative Agent or the Collateral Agent (as applicable) on its own behalf or on behalf of a Lender shall be conclusive absent manifest error.

(d)Each Non-U.S. Lender shall, to the extent it is legally entitled to do so:

(i)deliver to the Borrower and the Administrative Agent, prior to the date on which the first payment to the Non-U.S. Lender is due hereunder, two copies of (x) in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding Tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, United States Internal Revenue Service Form W-8BEN or W-8BEN-E, whichever is applicable (together with a certificate representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code)), (y) Internal Revenue Service Form W-8BEN, W-8BEN-E or Form W-8ECI, in each case properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from, or reduced rate of, U.S. Federal withholding Tax on payments by the Borrower under this Agreement (z) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (A) with respect to payments of interest under any Credit Document, executed copies of IRS Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (B) with respect to any other applicable payments under any Credit Document, IRS Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty or (aa) Internal Revenue Service Form W-8IMY and all necessary attachments (including the forms described in clauses (x),(y) and (z) above, as required); and

(ii)deliver to the Borrower and the Administrative Agent two further copies of any such form or certification (or any applicable successor form) on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrower;

Each Person that shall become a Participant pursuant to Section 13.6 or a Lender pursuant to Section

13.6 shall, upon the effectiveness of the related transfer, be required to provide all the forms and statements required pursuant to this Section 5.4(d), provided that in the case of a Participant such Participant shall furnish all such required forms and statements to the Lender from which the related

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participation shall have been purchased. Each Non-U.S. Lender shall promptly notify the Borrower and the Administrative Agent of any change in the Lender’s circumstances which would modify or render invalid any claimed exemption or reduction. Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

(e)If any Lender, Letter of Credit Issuer, the Administrative Agent or the Collateral Agent, as applicable, determines, in its sole discretion, that it had received and retained a refund of an Indemnified Tax (including an Other Tax) for which a payment has been made by the Borrower or Guarantor pursuant to this Section 5.4, which refund in the good faith judgment of such Lender, Letter of Credit Issuer, the Administrative Agent or the Collateral Agent, as the case may be, is attributable to such payment made by the Borrower or Guarantor, then the Lender, Letter of Credit Issuer, the Administrative Agent or the Collateral Agent, as the case may be, shall reimburse the Borrower or Guarantor for such amount (net of all out of pocket expenses of such Lender, Letter of Credit Issuer, the Administrative Agent or the Collateral Agent, as the case may be, and without interest other than any interest received thereon from the relevant Governmental Authority with respect to such refund) as the Lender, Letter of Credit Issuer, Administrative Agent or the Collateral Agent, as the case may be, determines in its good faith sole discretion to be the proportion of the refund as will leave it, after such reimbursement, in no better or worse position (taking into account expenses or any taxes imposed on the refund) than it would have been in if the payment had not been required; provided that the Borrower or Guarantor, upon the request of the Lender, Letter of Credit Issuer, the Administrative Agent or the Collateral Agent, agrees to repay the amount paid over to the Borrower or Guarantor (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Lender, Letter of Credit Issuer, the Administrative Agent or the Collateral Agent in the event the Lender, Letter of Credit Issuer, the Administrative Agent or the Collateral Agent is required to repay such refund to such Governmental Authority. At the request of the relevant Borrower or Guarantor and at the Borrower’s or Guarantor’s expense, a Lender, Letter of Credit Issuer, the Administrative Agent or the Collateral Agent shall claim any refund that it determines is available to it, unless it concludes in its sole discretion that it would be adversely affected by making such a claim. None of the Lenders, any Letter of Credit Issuer, the Administrative Agent or the Collateral Agent shall be obliged to disclose any confidential information or impose an unreasonable burden on such Lender or Letter of Credit Issuer, the Administrative Agent or the Collateral Agent in connection with this clause (f) or any other provision of this Section 5.4.

(f)If the Borrower determines that a reasonable basis exists for contesting a Tax, each Lender or Agent, as the case may be, shall use reasonable efforts to cooperate with the Borrower as the Borrower may reasonably request in challenging such Tax. Subject to the provisions of Section 2.12, each Lender and Agent agrees to use reasonable efforts to cooperate with the Borrower as the Borrower may reasonably request to minimize any amount payable by the Borrower or Guarantor pursuant to this Section 5.4. The Borrower shall indemnify and hold each Lender and Agent harmless against any out-of-pocket expenses incurred by such Person in connection with any request made by Borrower pursuant to this Section 5.4(g). Nothing in this Section 5.4(g) shall obligate any Lender or Agent to take any action that such Person, in its sole judgment, determines may result in a material detriment to such Person.

(g)Each Lender and Agent with respect to the Term Loans and any other Loan made to the Borrower that is a United States person under Section 7701(a)(30) of the Code (each, a “U.S. Lender”) shall deliver to the Borrower and the Administrative Agent two United States Internal Revenue Service Forms W-9 (or substitute or successor form), properly completed and duly

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executed, certifying that such Lender or Agent is exempt from United States backup withholding (i) on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement), (ii) on or before the date that such form expires or becomes obsolete, (iii) after the occurrence of a change in the Agent’s or Lender’s circumstances requiring a change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and (iv) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent.

(h)Where this Agreement or any other Credit Document requires any party to this Agreement or any Credit Document, as the case may be, to reimburse the Administrative Agent, the Collateral Agent or a Lender or Letter of Credit Issuer for any costs or expenses, that party must also at the same time pay and indemnify the Administrative Agent, Collateral Agent, Lender, or Letter of Credit Issuer, as the case may be, against all value added tax or any other Tax of a similar nature incurred by the Administrative Agent, the Collateral Agent, a Lender, or a Letter of Credit Issuer, in respect of the costs and expenses to the extent that the Administrative Agent, Collateral Agent, Lender, or Letter of Credit Issuer acting reasonably determines that it is not entitled to a credit or repayment from the relevant tax authority in respect of that tax.

(i)The agreements in this Section 5.4 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

5.3Computations of Interest and Fees.

(a)Except as provided in the next succeeding sentence, interest on LIBORLoansEurodollar Rate Loans, Term SOFR Loans, RFR Loans (other than RFR Loansdenominated in Sterling)and ABR Loans shall be calculated on the basis of a 360-day year for the actual days elapsed (or, with respect to computations of interest for RFR Loans, such other computation period in accordance with market practice for the relevant Alternative Currency). Interest on ABR Loans in respect of which the rate of interest is calculated on the basis of the Administrative Agent’s prime rate and RFR Loans denominated in Sterling shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. Interest on any overdue interest shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed.    Interest on LIBOR Loans denominated in an Alternative Currency shall be calculated on the basis of a 360-day year for the actual days elapsed, unless the Administrative Agent determines that it is customary in the London interbank eurodollar market that interest is calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Term Loan, the last Applicable Date with respect to such Term Loan or, with respect to an ABR Loan being converted from a LIBO RateTerm SOFRLoan, the date of conversion of such LIBO RateTerm SOFRLoan to such ABR Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to an ABR Loan being converted to a LIBO RateTerm SOFRLoan, the date of conversion of such ABR Loan to such LIBO RateTerm SOFRLoan, as the case may be, shall be excluded; provided that, if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan.

(b)The Borrower agrees to pay to the applicable Letter of Credit Issuer, with respect to drawings honored under any Letter of Credit issued by such Letter of Credit Issuer for the account of the Borrower, interest on the amount paid by such Letter of Credit Issuer in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of the Borrower at a rate equal to (i) for the period from the

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date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Credit Loans that are ABR Loans, and (ii) thereafter, a rate which is 2% per annum in excess of the rate of interest otherwise payable hereunder with respect to Revolving Credit Loans that are ABR Loans.

(c)Interest payable pursuant to Section 5.5(b) shall be computed on the basis of a 365- (or 366-, as the case may be) day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on demand or, if no demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by the Letter of Credit Issuer of any payment of interest pursuant to Section 5.5(b), the Letter of Credit Issuer shall distribute to each Revolving Credit Lender, out of the interest received by such Letter of Credit Issuer in respect of the period from the date such drawing is honored to but excluding the date on which the Letter of Credit Issuer is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Credit Loans), the amount that such Revolving Credit Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. Without duplication of the foregoing, in the event the Letter of Credit Issuer shall have been reimbursed by Revolving Credit Lenders for all or any portion of such honored drawing, the Letter of Credit Issuer shall distribute to each Revolving Credit Lender which has paid all amounts payable by it under Section 3.3 with respect to such honored drawing such Revolving Credit Lender’s pro rata share of any interest received by such Letter of Credit Issuer in respect of that portion of such honored drawing so reimbursed by Revolving Credit Lenders for the period from the date on which the Letter of Credit Issuer was so reimbursed by Revolving Credit Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by the Borrower.

(d)Fees and the average daily Stated Amount of Letters of Credit shall be calculated on the basis of a 360-day year for the actual days elapsed.

5.4Limit on Rate of Interest.

(a)No Payment Shall Exceed Lawful Rate. Notwithstanding any other provision herein, the Borrower shall not be obligated to pay any interest or other amounts under or in connection with this Agreement or otherwise in respect of the Obligations in excess of the amount or rate permitted under or consistent with any applicable law, rule or regulation.

(b)Payment at Highest Lawful Rate. If the Borrower is not obliged to make a payment that it would otherwise be required to make, as a result of Section 5.6(a), the Borrower shall make such payment to the maximum extent permitted by or consistent with applicable laws, rules and regulations.

(c)Adjustment if Any Payment Exceeds Lawful Rate. If any provision of this Agreement or any of the other Credit Documents would obligate the Borrower to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate that would be prohibited by any applicable law, rule or regulation, then notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law, such adjustment to be effected, to the extent necessary, by reducing the amount or rate of interest required to be paid by the Borrower to the affected Lender under Section 2.8.

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Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if any Lender shall have received from the Borrower an amount in excess of the maximum permitted by any applicable law, rule or regulation, then the Borrower shall be entitled, by notice in writing to the Administrative Agent to obtain reimbursement from that Lender in an amount equal to such excess, and pending such reimbursement, such amount shall be deemed to be an amount payable by that Lender to the Borrower.

SECTION 6.    Conditions Precedent to Initial Borrowing.

(a)Credit Documents. The Administrative Agent shall have received:

(i)this Credit Agreement executed and delivered by a duly Authorized Officer of the Borrower, each Agent and each Lender; and

(ii)the Reaffirmation Agreement by each Credit Party thereto and the Administrative Agent and/or Collateral Agent;

(b)Collateral Except for any items referred to on Schedule 9.14: (A) All outstanding equity interests in whatever form of each Restricted Subsidiary directly owned by or on behalf of any Credit Party and required to be pledged pursuant to the Pledge Agreement shall have been pledged pursuant thereto, and (B) the Collateral Agent shall have received all certificates representing securities pledged under the Pledge Agreement to the extent certificated, accompanied by instruments of transfer and undated stock powers endorsed in blank;

(i)All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for liens permitted hereunder; and

(ii)The Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of the Borrower, each Guarantor and the U.S. Institution Subsidiary, together with all attachments contemplated thereby.

(c)Legal Opinions. The Administrative Agent shall have received the executed legal opinions of (i) DLA Piper LLP (US), counsel to the Borrower, substantially in the form of Exhibit F-1 and (ii) Victoria E. Silbey, Chief Legal Officer of the Borrower, substantially in the form of Exhibit F-2. The Borrower and the other Credit Parties hereby instruct such counsel to deliver such legal opinions.

(d)Closing Certificates. The Administrative Agent shall have received a certificate of the Credit Parties, dated the Closing Date, executed by the President or any Vice President or Manager, as applicable, and the Secretary, any Assistant Secretary or Manager, as applicable, of each Credit Party, and attaching the documents referred to in Section 6(e).

(e)Organization Documents and Authorization of Proceedings of Each CreditParty. The Administrative Agent shall have received (i) a copy of the resolutions, in form and substance satisfactory to the Administrative Agent, of the board of directors or other managers of

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each Credit Party (or a duly authorized committee thereof) authorizing (A) the execution, delivery and performance of the Credit Documents (and any agreements relating thereto) to which it is a party, (B) in the case of the Borrower, the extensions of credit contemplated hereunder and the granting of security interest contemplated under the applicable Security Documents and (C) in the case of each other Credit Party, the granting of security interest contemplated under the applicable Security Documents and the guaranteeing of obligations contemplated under the Guarantee, if applicable, (ii) (A) with respect to any corporation, its certificate or articles of incorporation or organization, as amended, and its by-laws, as amended, (B) with respect to any limited partnership, its certificate of limited partnership, as amended, and its partnership agreement, as amended, (C) with respect to any general partnership, its partnership agreement, as amended, and (D) with respect to any limited liability company, its articles of organization, as amended, and its operating agreement, as amended, and (iii) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of incorporation, organization or formation, each dated a recent date prior to the Closing Date.

(f)Fees. The Agents shall have received the fees in the amounts previously agreed in writing by the Agents to be received on the Closing Date and all expenses (including the reasonable fees, disbursements and other charges of counsel) payable by the Credit Parties for which invoices have been presented prior to the Closing Date shall have been paid.

(g)Representations and Warranties. On the Closing Date, (a) no Default or Event of Default shall have occurred and be continuing and (b) all representations and warranties made by any Credit Party contained herein or in the other Credit Documents shall be true and correct in all material respects as of the Closing Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date); provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects.

(h)Solvency Certificate. On the Closing Date, the Administrative Agent shall have received a certificate from an Authorized Officer of the Borrower to the effect that after giving effect to the consummation of the Transactions, the Borrower, on a consolidated basis with its Subsidiaries and on a Pro Forma Basis (and the Transactions shall be deemed to be a “Specified Transaction” for such purpose), is Solvent.

(i)Patriot Act. The Joint Lead Arrangers and Joint Bookrunners shall have received such documentation and information as is reasonably requested in writing at least 5 days prior to the Closing Date by the Administrative Agent about the Borrower and each Guarantor in respect of applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act.

SECTION 7.    Conditions Precedent to All Credit Events.

The agreement of each Lender to make any Loan requested to be made by it on any date (excluding Mandatory Borrowings and Revolving Credit Loans required to be made by the Revolving Credit Lenders in respect of Unpaid Drawings pursuant to Sections 3.3 and 3.4) and the obligation of the Letter of Credit Issuer to issue Letters of Credit on any date is subject to the satisfaction of the following conditions precedent:

7.1No Default; Representations and Warranties. At the time of each Credit Event and also after giving effect thereto (other than any Credit Event on the Closing Date) (a) with

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respect to each Credit Event other than a New Revolving Credit Loan or New Term Loan, no Default or Event of Default shall have occurred and be continuing and, with respect to any New Revolving Credit Loan or New Term Loan, no Event of Default under Section 11.1 and 11.5 shall have occurred and be continuing, and (b) all representations and warranties made by any Credit Party contained herein or in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Credit Event (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date); provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects, and, solely with respect to a New Revolving Credit Loan or a New Term Loan, the representation and warranty under the last sentence of Section 8.9 shall not apply with respect to any Material Adverse Effect arising from an Event of Default other than an Event of Default arising under Section 11.1 or 11.5.

7.2Notice of Borrowing; Letter of Credit Request.

(a)Prior to the making of each Term Loan, the Administrative Agent shall have received a Notice of Borrowing (whether in writing or by telephone) meeting the requirements of Section 2.3.

(b)Prior to the making of each Revolving Credit Loan (other than any Revolving Credit Loan made pursuant to Section 3.4(a)) and each Swingline Loan, the Administrative Agent shall have received a Notice of Borrowing (whether in writing or by telephone) meeting the requirements of Section 2.3.

(c)Prior to the issuance of each Letter of Credit, the Administrative Agent and the applicable Letter of Credit Issuer shall have received a Letter of Credit Request meeting the requirements of Section 3.2(a).

The acceptance of the benefits of each Credit Event shall constitute a representation and warranty by each Credit Party to each of the Lenders that all the applicable conditions specified in Section 7 above have been satisfied as of that time.

SECTION 8. Representations, Warranties and Agreements. In order to induce the Lenders to enter into this Agreement, to make the Loans and issue Letters of Credit as provided for herein, the Borrower makes (on the Closing Date and on the date of each Credit Event and each other date as required or otherwise set forth in this Agreement) the following representations and warranties to, and agreements with, the Lenders, all of which shall survive the execution and delivery of this Agreement and the making of the Loans and the issuance of the Letters of Credit (it being understood that the following representations and warranties shall be deemed made with respect to any Non-Domestic Subsidiary only to the extent relevant under applicable law):

8.1Corporate Status. The Borrower and each Material Subsidiary (a) is a duly organized and validly existing corporation or other entity in good standing under the laws of the jurisdiction of its organization and has the corporate or other organizational power and authority to own its property and assets and to transact the business in which it is engaged and (b) has duly qualified and is authorized to do business and is in good standing (if applicable) in all jurisdictions where it is required to be so qualified, except where the failure to be so qualified could not reasonably be expected to result in a Material Adverse Effect.

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8.2Corporate Power and Authority. Each Credit Party has the corporate or other organizational power and authority to execute, deliver and carry out the terms and provisions of the Credit Documents to which it is a party and has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of the Credit Documents to which it is a party. Each Credit Party has duly executed and delivered each Credit Document to which it is a party and each such Credit Document constitutes the legal, valid and binding obligation of such Credit Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and subject to general principles of equity.

8.3No Violation. Neither the execution, delivery or performance by any Credit Party of the Credit Documents to which it is a party nor compliance with the terms and provisions thereof nor the consummation of the transactions contemplated hereby or thereby will (a) contravene any applicable provision of any material law, statute, rule, regulation, order, writ, injunction or decree of any court or governmental instrumentality, or of any applicable accrediting standard, (b) result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of such Credit Party or any of the Restricted Subsidiaries (other than Liens created under the Credit Documents) pursuant to, the terms of any material indenture, loan agreement, lease agreement, mortgage, deed of trust, agreement or other material instrument to which such Credit Party or any of the Restricted Subsidiaries is a party or by which it or any of its property or assets is bound (any such term, covenant, condition or provision, a “Contractual Requirement”) or (c) violate any provision of the certificate of incorporation, by-laws or other organizational documents of such Credit Party or any of the Restricted Subsidiaries.

8.4Litigation. Except as disclosed on Schedule 8.4, there are no actions, suits or proceedings (including Environmental Claims) pending or, to the knowledge of the Borrower, threatened with respect to the Borrower or any of its Subsidiaries that could reasonably be expected to result in a Material Adverse Effect.

8.5Margin Regulations. Neither the making of any Loan hereunder nor the use of the proceeds thereof will violate the provisions of Regulation T, U or X of the Board. The Borrower and its Subsidiaries are not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System of the United States), or extending credit for the purpose of purchasing or carrying margin stock.

8.6Governmental Approvals. The execution, delivery and performance of each Credit Document do not require any consent or approval of, registration or filing with, or other action by, any Governmental Authority or accrediting agency or body, except for (i) such as have been obtained or made and are in full force and effect, (ii) filings and recordings in respect of the Liens created pursuant to the Security Documents and (iii) such licenses, approvals, authorizations or consents which if not obtained or made could not reasonably be expected to have a Material Adverse Effect.

8.7Investment Company Act. Neither the Borrower nor any of its Subsidiaries is an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

8.8True and Complete Disclosure.

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(a)None of the written factual information and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of the Borrower, any of the Subsidiaries or any of their respective authorized representatives to the Administrative Agent, any Joint Lead Arranger, and/or any Lender on or before the Closing Date (including all such information and data contained in the Credit Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not misleading at such time in light of the circumstances under which such information or data was furnished, it being understood and agreed that for purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections or estimates (including financial estimates, forecasts and other forward-looking information) and information of a general economic or general industry nature.

(b)The projections (including financial estimates, forecasts and other forward-looking information), if any, contained in the information and data referred to in paragraph

(a)above were based on good faith estimates and assumptions believed by such Persons to be reasonable at the time made, it being recognized by the Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results.

8.9Financial Condition; Financial Statements. The Historical Financial Statements, in each case present fairly in all material respects the consolidated financial position of the Borrower at the respective dates of said information, statements and results of operations for the respective periods covered thereby. The financial statements referred to in this Section 8.9 have been prepared in accordance with GAAP consistently applied except to the extent provided in the notes to said financial statements. On and after the Closing Date, there has been no Material Adverse Effect.

8.10Tax Matters. Each of the Borrower and the Subsidiaries has filed all material federal income tax returns and all other material tax returns, domestic and foreign, required to be filed by it and has paid all material taxes payable by it that have become due, other than those (i) not yet delinquent or (ii) contested in good faith as to which adequate reserves have been provided to the extent required by law and in accordance with GAAP and (b) the Borrower and each of the Subsidiaries have paid, or have provided adequate reserves (in the good faith judgment of management of the Borrower or such Subsidiary) in accordance with GAAP for the payment of, all federal, state, provincial and foreign taxes applicable for the current Fiscal Year to the Closing Date.

8.11Compliance with ERISA.

(a)Each Plan is in material compliance with ERISA, the Code, any applicable Requirement of Law; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to the Borrower or any ERISA Affiliate; no Plan (other than a Multiemployer Plan) has an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on or after the effectiveness of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2) of ERISA); none of the Borrower or any ERISA Affiliate has incurred (or is reasonably likely to incur) any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it

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will incur any liability under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings has been given to the Borrower or any ERISA Affiliate; and no lien imposed under the Code or ERISA on the assets of the Borrower or any ERISA Affiliate exists (or is reasonably likely to exist) nor has the Borrower or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of the Borrower or any ERISA Affiliate on account of any Plan, except to the extent that a breach of any of the representations, warranties or agreements in this Section 8.11(a) would not be reasonably expected to result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect. No Plan (other than a Multiemployer Plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a), be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans (as defined in Section 3(37) of ERISA), the representations and warranties in this Section 8.11(a), other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the Borrower.

(b)All Foreign Plans are in compliance with, and have been established, administered and operated in accordance with, the terms of such Foreign Plans and applicable law, except for any failures to so comply, establish, administer or operate the Foreign Plans that would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. All contributions or other payments which are due with respect to each Foreign Plan have been made in full and there are no funding deficiencies thereunder, except to the extent any such events would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

8.12Subsidiaries. Schedule 8.12 lists each Subsidiary of the Borrower (and the direct and indirect ownership interest of the Borrower therein), in each case existing on the Closing Date. Each Material Subsidiary as of the Closing Date has been so designated on Schedule 8.12.

8.13Intellectual Property. The Borrower and each of the Restricted Subsidiaries have obtained all material intellectual property that is necessary for the operation of their respective businesses as currently conducted and as proposed to be conducted, except where the failure to obtain any such rights could not reasonably be expected to have a Material Adverse Effect.

8.14Environmental Laws.

(a)Except as could not reasonably be expected to have a Material Adverse Effect: (i) the Borrower and each of the Subsidiaries and all Real Estate are in material compliance with all Environmental Laws; (ii) neither the Borrower nor any Subsidiary is subject to any Environmental Claim or any other liability under any Environmental Law; (iii) neither the Borrower nor any Subsidiary is conducting any investigation, removal, remedial or other corrective action pursuant to any Environmental Law at any location; and (iv) no underground storage tank or related piping, or any impoundment or other treatment, storage or disposal area containing Hazardous Materials is located at, on or under any Real Estate currently owned or, to the knowledge of the Borrower and any Credit Party, leased by the Borrower or any of its Subsidiaries.

(b)Neither the Borrower nor any of the Subsidiaries has treated, used, stored, transported, released or disposed or arranged for disposal or transport for disposal of Hazardous Materials at, on, under or from any currently or formerly owned or leased Real Estate or facility in a manner that could reasonably be expected to have a Material Adverse Effect.

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8.15Properties.

(a)The Borrower and each of the Subsidiaries have good and marketable title to or leasehold interests in all properties that are necessary for the operation of their respective businesses as currently conducted and as proposed to be conducted, free and clear of all Liens (other than any Liens permitted by this Agreement), except where the failure to have such good title could not reasonably be expected to have a Material Adverse Effect, and (b) no Mortgage encumbers improved Real Estate that is located in an area that has been identified by the Secretary of Housing and Urban Development as an area having special flood hazards within the meaning of the National Flood Insurance Act of 1968 unless flood insurance available under such Act has been obtained.

8.16Solvency. On the Closing Date (after giving effect to the Transactions on a Pro Forma Basis, which Transactions shall be deemed to be a “Specified Transaction” for such purposes), immediately following the making of each Loan and after giving effect to the application of the proceeds of such Loans, the Borrower on a consolidated basis with its Subsidiaries will be Solvent.

8.17Anti-Corruption Laws and Sanctions. The Borrower has implemented and maintains in effect policies and procedures reasonably designed to promote and achieve compliance by the Borrower and its Restricted Subsidiaries, and their respective directors, officers, employees and agents in connection with such Person’s actions on behalf of the Borrower or a Restricted Subsidiary, with Anti-Corruption Laws and applicable Sanctions. The Borrower, its Restricted Subsidiaries and their respective officers and directors and, to the knowledge of the Borrower, their employees and agents in connection with such Person’s actions on behalf of the Borrower or a Restricted Subsidiary are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any Restricted Subsidiary or, to the knowledge of the Borrower, any of their respective directors, officers or employees, or (b) to the knowledge of the Borrower, any agent of the Borrower or any Restricted Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit, use of proceeds or other transaction contemplated by this Agreement will violate any Anti-Corruption Law or applicable Sanctions.

SECTION 9.    Affirmative Covenants.

The Borrower hereby covenants and agrees that on the Closing Date and thereafter, until the Commitments, the Swingline Commitment and each Letter of Credit have terminated and the Loans and Unpaid Drawings, together with interest, Fees and all other Obligations incurred hereunder (other than contingent indemnity obligations), are paid in full:

9.1Information Covenants. The Borrower will furnish to the Administrative Agent (which shall promptly make such information available to the Lenders in accordance with its customary practice):

(a)Annual Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if the Borrower is no longer subject to the reporting requirements of the Exchange Act and such financial statements are not required to be filed with the SEC, on or before the date that is 95 days after the end of each such Fiscal Year), the consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at the end of such Fiscal Year, and the related consolidated statements of operations and cash flows for such Fiscal Year, setting forth comparative consolidated figures for the preceding Fiscal Years all in reasonable detail and prepared in accordance with GAAP, and, in each case, (i) certified by independent certified public

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accountants of recognized national standing whose opinion shall not be qualified as to the scope of audit or as to the status of the Borrower or any of the Material Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) as a going concern, together in any event with a certificate of such accounting firm stating that in the course of either (x) its regular audit of the consolidated business of the Borrower, which audit was conducted in accordance with generally accepted auditing standards or (y) performing certain other procedures permitted by professional standards, such accounting firm has obtained no knowledge of any Event of Default relating to Section 10.9 that has occurred and is continuing or, if in the opinion of such accounting firm such an Event of Default has occurred and is continuing, a statement as to the nature thereof, (ii) certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its consolidated Subsidiaries in accordance with GAAP, and (iii) accompanied by a Narrative Report with respect thereto; provided that such financial statements and Narrative Report set forth in this Section 9.1(a) shall be deemed to be furnished and delivered upon the filing with the SEC of the Borrower’s Form 10-K for the relevant Fiscal Year.

(b)Quarterly Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each Fiscal Year of the Borrower (or, if the Borrower is no longer subject to the reporting requirements of the Exchange Act and such financial statements are not required to be filed with the SEC, on or before the date that is 50 days after the end of each such quarterly accounting period), the consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period and for the elapsed portion of the Fiscal Year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the Fiscal Year ended with the last day of such quarterly period, and setting forth comparative consolidated figures for the related periods in the prior Fiscal Year or, in the case of such consolidated balance sheet, for the last day of the prior Fiscal Year, all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its consolidated Subsidiaries in accordance with GAAP, subject to changes resulting from audit, and normal year-end audit adjustments and accompanied by a Narrative Report with respect thereto; provided that such financial statements and Narrative Report set forth in this Section 9.1(b) shall be deemed to be furnished and delivered upon the filing with the SEC of the Borrower’s Form 10-Q for the relevant fiscal quarter.

(c)Officer’s Certificates. Substantially concurrent with the delivery of the financial statements provided for in Sections 9.1(a) and (b), a certificate of an Authorized Officer of the Borrower to the effect that, to the best of such Authorized Officer’s knowledge, no Default or Event of Default exists or, if any Default or Event of Default does exist, specifying the nature and extent thereof, which certificate shall set forth (i) a specification of any change in the identity of the Restricted Subsidiaries, Unrestricted Subsidiaries and Dormant Subsidiaries as at the end of such Fiscal Year or period, as the case may be, from the Restricted Subsidiaries, Unrestricted Subsidiaries and Dormant Subsidiaries, respectively, provided to the Lenders on the Closing Date or the most recent Fiscal Year or period, as the case may be, (ii) the calculation of the Consolidated Total Debt to EBITDA Ratio and the corresponding applicable Status and (iii) the amount of any Pro Forma Adjustment not previously set forth in a Pro Forma Adjustment Certificate or any change in the amount of a Pro Forma Adjustment set forth in any Pro Forma Adjustment Certificate previously provided and, in either case, in reasonable detail, the calculations and basis therefor. At the time of the delivery of the financial statements provided for in Section 9.1(a), (i) a certificate of

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an Authorized Officer of the Borrower setting forth in reasonable detail the Applicable Amount as at the end of the Fiscal Year to which such financial statements relate and (ii) a certificate of an Authorized Officer of the Borrower setting forth the information required pursuant to Section 1 (other than clause (d) thereof) of the Perfection Certificate or confirming that there has been no change in such information since the Closing Date or the date of the most recent certificate delivered pursuant to this clause (c)(ii), as the case may be.

(d)Notice of Default or Litigation. Promptly after an Authorized Officer of the Borrower or any of the Subsidiaries obtains knowledge thereof, notice of (i) the occurrence of any event that constitutes a Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the Borrower proposes to take with respect thereto and (ii) any litigation or governmental or accreditation proceeding pending against the Borrower or any of the Subsidiaries that could reasonably be expected to be determined adversely and, if so determined, to result in a Material Adverse Effect.

(e)Environmental Matters. Promptly after obtaining knowledge of any one or more of the following environmental matters, unless such environmental matters would not, individually or when aggregated with all other such matters, be reasonably expected to result in a Material Adverse Effect, notice of:

(i)any pending or threatened Environmental Claim against any Credit Party or any Real Estate;

(ii)any condition or occurrence on any Real Estate that (x) could reasonably be expected to result in noncompliance by any Credit Party with any applicable Environmental Law or (y) could reasonably be anticipated to form the basis of an Environmental Claim against any Credit Party or any Real Estate;

(iii)any condition or occurrence on any Real Estate that could reasonably be anticipated to cause such Real Estate to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Estate under any Environmental Law; and

(iv)the conduct of any investigation, or any removal, remedial or other corrective action in response to the actual or alleged presence, release or threatened release of any Hazardous Material on, at, under or from any Real Estate.

All such notices shall describe in reasonable detail the nature of the claim, investigation, condition, occurrence or removal or remedial action and the response thereto. The term “Real Estate” shall mean land, buildings and improvements owned or leased by any Credit Party.

(f)Other Information. Promptly upon filing thereof, copies of any filings (including on Form 10-K, 10-Q or 8-K) or registration statements with, and reports to, the SEC or any analogous Governmental Authority in any relevant jurisdiction by the Borrower or any of the Subsidiaries (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent)) and copies of all financial statements, proxy statements, notices and reports that the Borrower or any of the Subsidiaries shall send to the holders of any publicly issued debt of the Borrower and/or any of the Subsidiaries, in each case in their capacity as such holders, lenders or agents (in each case to the extent not theretofore delivered to the Administrative Agent pursuant to this Agreement) and, with reasonable promptness, such other information (financial or otherwise) as the Administrative Agent

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on its own behalf or on behalf of any Lender (acting through the Administrative Agent) may reasonably request in writing from time to time.

(g)Pro Forma Adjustment Certificate. Not later than any date on which financial statements are delivered with respect to any Test Period in which a Pro Forma Adjustment is made as a result of the consummation of the acquisition of any Acquired Entity or Business by the Borrower or any Restricted Subsidiary for which there shall be a Pro Forma Adjustment, a certificate of an Authorized Officer of the Borrower setting forth the amount of such Pro Forma Adjustment and, in reasonable detail, the calculations and basis therefor.

(h)Projections. Within the later of (i) ninety (90) days after the end of each Fiscal Year (beginning with the Fiscal Year ending December 31, 2019) of the Borrower or (ii) fifteen (15) days after the Borrower shall have filed its 10-K for each Fiscal Year (beginning with the Fiscal Year ending December 31, 2019), a reasonably detailed consolidated management forecast for the following Fiscal Year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of the following Fiscal Year, the related consolidated statements of projected cash flow and projected income and a summary of the material underlying assumptions applicable thereto) (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of an Authorized Officer stating that such Projections have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time of preparation of such Projections, it being understood that actual results may vary from such Projections.

Notwithstanding the foregoing, the obligations in clauses (a) and (b) of this Section 9.1 may be satisfied with respect to financial information of the Borrower and its Subsidiaries by furnishing

(A) the applicable financial statements of any direct or indirect holding company of the Borrower or (B) the Borrower’s (or any direct or indirect parent thereof), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC; provided that, with respect to each of subclauses (A) and (B) of this paragraph, to the extent such information relates to a parent of the Borrower, such information is accompanied by consolidating or other information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Borrower and its Subsidiaries on a standalone basis, on the other hand.

Without limiting the immediately foregoing, the financial statements and documents to be furnished pursuant to clauses (a), (b), (c) and (f) of this Section 9.1 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto, at its website address; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); or (iii) on which the Borrower files such financial statements or documents with the EDGAR website of the SEC.

The Lenders acknowledged and agree that the Officer’s Certificates furnished or delivered pursuant to Section 9.1(c) or any Projections will not be posted to Public Lenders.

Notwithstanding the foregoing and anything to the contrary herein, (a) the Borrower shall not be deemed to have failed to comply with any of its agreements under Sections 9.1(a) or 9.1(b) for the purposes of Section 11.3 until 120 days after the date any such report or financial statement is required to be filed with the SEC or delivered to the Administrative Agent pursuant to Section 9.1(a) or 9.1(b) and (b) if the Borrower has determined that any reports or financial statements previously delivered to the Administrative Agent or any Lender (each the “Subject Financial Statements”) should be

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restated for any reason other than arising from fraud or intentional misconduct of the senior management of the Borrower (each a “Restatement” and any restated Subject Financial Statements, the “RestatedFinancial Statements”), no Default or Event of Default shall have occurred or be deemed to have occurred as a result of or in connection with, directly or indirectly, such Subject Financial Statements, or any action taken or any failure to take action with respect thereto, including with respect to (i) any certification or representation made in any certificate delivered by the Borrower, any Authorized Officer of the Borrower or any independent accountants of the Borrower delivered (or deemed to be delivered) to the Administrative Agent or any Lender contemporaneously with the delivery of such Subject Financial Statements, (ii) any failure to provide a notice pursuant to Section 9.1(d) or (iii) any request for an extension of credit or any borrowing made while the facts and circumstances relating to the Restatement of such Subject Financial Statements existed, unless after giving effect to such Restated Financial Statements, (x) if (1) any transaction consummated under Section 10 of this Agreement during the period of the Subject Financial Statements would not have been permitted to be consummated based on the results of the Restated Financial Statements and would not be permitted to be consummated after giving pro forma effect for such transaction as of the date such Restated Financial Statements were delivered and (2) the Borrower shall fail to remedy such non-compliance or such non-compliance is not waived within 30 days after delivery of such Restated Financial Statements, or (y) if such Restated Financial Statements would result in a change in the level status of the Applicable ABR Margin or Applicable LIBOR Margin during any period for which an interest payment has been paid and such change would increase the interest that would have been due for such period, the Borrower shall fail to make an additional interest payment arising from a change in the level status of the Applicable ABR Margin or the Applicable LIBOR Margin based on such Restated Financial Statements within three (3) Business Days (without giving any effect to any grace period therefor in Section 11.1(ii)) after delivery (or deemed delivery) of such Restated Financial Statements to the Administrative Agent.

9.2Books, Records and Inspections. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit officers and designated representatives of the Administrative Agent (accompanied by any Lender that has coordinated such visit through the Administrative Agent) to visit and inspect any of the properties or assets of the Borrower and any such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection), and to examine the books and records of the Borrower and any such Subsidiary and discuss the affairs, finances and accounts of the Borrower and of any such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default

(a)only the Administrative Agent (whether on its own behalf or in conjunction with a Lender or Lenders)

may exercise the right to on-site visits under this Section 9.2, (b) the Administrative Agent shall not exercise such rights to on-site visits more than two times in any calendar year and (c) only one such visit shall be at the Borrower’ expense; provided, further, that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) or any representative of a Lender or Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’ independent public accountants. The Borrower will, upon the request of Administrative Agent or the Required Lenders, participate in a meeting of Administrative Agent and the Lenders once during each Fiscal Year to be held at the Borrower’s corporate offices (or (i) at such other location as may be agreed to by the

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Borrower and the Administrative Agent or (ii) by teleconference) at such time as may be agreed to by the Borrower and the Administrative Agent.

9.3Maintenance of Insurance. The Borrower will, and will cause each of its Subsidiaries that is a Material Subsidiary to, at all times maintain in full force and effect, pursuant to self-insurance arrangements or with insurance companies that the Borrower believe (in the good faith judgment of the management of the Borrower) are financially sound and responsible at the time the relevant coverage is placed or renewed, insurance in at least such amounts (after giving effect to any self-insurance which the Borrower believe (in the good faith judgment of management of the Borrower) is reasonable and prudent in light of the size and nature of its business) and against at least such risks (and with such risk retentions) as the Borrower believe (in the good faith judgment of management of the Borrower) is reasonable and prudent in light of the size and nature of its business; and will furnish to the Administrative Agent, upon written request from the Administrative Agent, information presented in reasonable detail as to the insurance so carried.

9.4Payment of Taxes. The Borrower will pay and discharge, and will cause each of its Subsidiaries to pay and discharge, all material taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits, or upon any properties belonging to it, prior to the date on which material penalties attach thereto, and all lawful material claims in respect of any Taxes imposed, assessed or levied that, if unpaid, could reasonably be expected to become a material Lien upon any properties of the Borrower or any of the Restricted Subsidiaries, provided that neither the Borrower, nor any of the Subsidiaries shall be required to pay any such tax, assessment, charge, levy or claim that is being contested in good faith and by proper proceedings if it has maintained adequate reserves (in the good faith judgment of management of the Borrower) with respect thereto in accordance with GAAP and the failure to pay could not reasonably be expected to result in a Material Adverse Effect.

9.5Consolidated Corporate Franchises. The Borrower will do, and will cause each of its Subsidiaries that is a Material Subsidiary to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate rights and authority, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided, however, that the Borrower and its Subsidiaries may consummate any transaction permitted under Section 10.3, 10.4 or 10.5.

9.6Compliance with Statutes, Regulations, Etc. The Borrower will, and will cause its Restricted Subsidiaries to, (a) comply with all material laws, rules, regulations, orders and material accreditation standards applicable to it or its property, including all governmental approvals or authorizations required to conduct its business, and to maintain all such material governmental approvals or authorizations and material accreditations in full force and effect, in each case with respect to such material laws, rules, regulations, orders, approvals, standards or authorizations relating to accreditation or otherwise regulating entities and activities in education, and (b) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, comply with all other applicable laws, rules, regulations and orders applicable to it or its property, including all governmental approvals or authorizations required to conduct its business and not referred to in clause (a) above, and to maintain all such governmental approvals or authorizations in full force and effect. The Borrower will maintain in effect and enforce policies and procedures reasonably designed to promote and achieve compliance by the Borrower and its Restricted Subsidiaries, and their respective directors, officers, employees and agents in connection with such Person’s actions on behalf of the Borrower or a Restricted Subsidiary, with Anti-Corruption Laws and applicable Sanctions.

9.7ERISA.

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(a)Promptly after the Borrower or any ERISA Affiliate knows or has reason to know of the occurrence of any of the following events that, individually or in the aggregate (including in the aggregate such events previously disclosed or exempt from disclosure hereunder, to the extent the liability therefor remains outstanding), could be reasonably likely to have a Material Adverse Effect, the Borrower will deliver to the Administrative Agent a certificate of an Authorized Officer or any other senior officer of the Borrower setting forth details as to such occurrence and the action, if any, that the Borrower or such ERISA Affiliate is required or proposes to take, together with any notices (required, proposed or otherwise) given to or filed with or by the Borrower, such ERISA Affiliate, the PBGC, a Plan participant (other than notices relating to an individual participant’s benefits) or the Plan administrator with respect thereto: that a Reportable Event has occurred; that an accumulated funding deficiency has been incurred or an application is to be made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 of the Code with respect to a Plan; that a Plan having an Unfunded Current Liability has been or is to be terminated, reorganized, partitioned or declared insolvent under Title IV of ERISA (including the giving of written notice thereof); that a Plan has an Unfunded Current Liability that has or will result in a lien under ERISA or the Code; that proceedings will be or have been instituted to terminate a Plan having an Unfunded Current Liability (including the giving of written notice thereof); that a proceeding has been instituted against the Borrower or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Plan; that the PBGC has notified the Borrower or any ERISA Affiliate of its intention to appoint a trustee to administer any Plan; that the Borrower or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Plan; or that the Borrower or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incur) any liability (including any contingent or secondary liability) to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code.

(b)Promptly following any request therefor the Borrower will deliver to the Administrative Agent copies of (i) any documents described in Section 101(k) of ERISA that the Borrower and any of its Subsidiaries or any ERISA Affiliate may request with respect to any Multiemployer Plan and (ii) any notices described in Section 101(l) of ERISA that the Borrower and any of its Subsidiaries or any ERISA Affiliate may request with respect to any Multiemployer Plan; provided that if the Borrower, any of its Subsidiaries or any ERISA Affiliate has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the Borrower, the applicable Subsidiary(ies) or the ERISA Affiliate(s) shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof.

9.8Maintenance of Properties. The Borrower will, and will cause its Restricted Subsidiaries to, keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect.

9.9Transactions with Affiliates. The Borrower will conduct, and will cause its Restricted Subsidiaries to conduct, each transaction with any of its Affiliates (other than the Borrower and the Restricted Subsidiaries) involving aggregate payments or consideration payable by the Borrower or any Restricted Subsidiary in excess of $5,000,000 on terms that are substantially as favorable to the Borrower or such Restricted Subsidiary as it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate; provided that the foregoing restrictions shall not apply to (i) transactions permitted by Section 10.6, (ii) the Transactions and the payment of the Transaction

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Expenses, (iii) the issuance of Stock or Stock Equivalents of Holdings to any director, officer, employee or consultant of the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries, (iv) payments or loans (or cancellation of loans) to employees or consultants of the Borrower, any of its direct or indirect parent companies or any of its Restricted Subsidiaries and employment and severance arrangements between the Borrower and the Subsidiaries and their respective officers, employees or consultants (including management and employee benefit plans or agreements, stock option plans and other compensatory arrangements) in the ordinary course of business, (v) payments by the Borrower (and any direct or indirect parent thereof) and the Subsidiaries pursuant to tax sharing agreements among the Borrower (and any such parent) and the Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries, (vi) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, current and former directors, managers, consultants, officers and employees of the Borrower (or, to the extent attributable to the ownership of the Borrower by such parent, any direct or indirect parent thereof) and the Subsidiaries,

(vii) transactions pursuant to permitted agreements in existence on the Closing Date and set forth on

Schedule 9.9 or any amendment thereto to the extent such an amendment (together with any other amendment or supplemental agreements) is not adverse, taken as a whole, to the Borrower or Restricted Subsidiaries in any material respect in the reasonable determination of the Borrower and (viii) transactions pursuant to the terms of any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) in existence on the Closing Date and any similar agreements entered into thereafter; provided, however, that any future amendment to any such existing agreement or under any similar agreement entered into after the Closing Date shall only be permitted by this clause (viii) to the extent that the terms of any such amendment or new agreement are not otherwise materially disadvantageous to the Lenders when taken as a whole in the reasonable determination of the Borrower.

9.10End of Fiscal Years; Fiscal Quarters. For financial reporting purposes, the Borrower will cause its, and will cause each of its Subsidiaries’ (a) fiscal years to end on December 31 of each year (each, a “Fiscal Year”) and (b) fiscal quarters to end on dates consistent with such Fiscal Year-end and the Borrower’s past practice; provided, however, that the Borrower may, upon written notice to the Administrative Agent change the financial reporting convention specified above to any other financial reporting convention reasonably acceptable to the Administrative Agent, in which case the Borrower and the Administrative Agent will, and are hereby authorized by the Lenders to, make any adjustments to this Agreement that are necessary in order to reflect such change in financial reporting.

9.11Additional Guarantors and Grantors. Except as otherwise provided in Section 10.1(w) and subject to any applicable limitations set forth in the Security Documents, the Borrower will cause its direct or indirect Domestic Subsidiaries (other than Excluded Subsidiaries), whether existing as of the Closing Date or formed or otherwise purchased or acquired after the Closing Date, no later than 45 days after so formed, purchased, acquired, or ceasing to constitute an Excluded Subsidiary (or such longer period as the Administrative Agent may agree in its reasonable discretion), to

(i) execute a supplement to each of the Guarantee, the Pledge Agreement and the Security Agreement, or

(ii) to the extent reasonably requested by the Administrative Agent or the Collateral Agent, enter into a new Guarantee and/or Security Document substantially consistent with the analogous existing Security Documents and otherwise in form and substance reasonably satisfactory to such Administrative Agent or Collateral Agent and take all other action reasonably requested by the Collateral Agent to guarantee Obligations and grant a perfected security interest in its assets to substantially the same extent as created by the Credit Parties on the Closing Date. Notwithstanding the foregoing, (i) no U.S. Institution Subsidiary will be required to execute Guarantees if and to the extent such U.S. Institution Subsidiary is excluded from such requirement by clause (g) of the definition of “Excluded Subsidiary”, and (ii) that

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portion of the assets of any U.S. Institution Subsidiary that is excluded by clause (g) of the definition of “Excluded Subsidiary” from the requirement to be subject to Liens shall be excluded from the Collateral.

9.12Pledge of Additional Stock and Evidence of Indebtedness.

(a)Except as otherwise provided in Section 10.1(w) and subject to any applicable limitations set forth in the Security Documents or with respect to which, in the reasonable judgment of the Administrative Agent (confirmed in writing by notice to the Borrower), the cost or other consequences (including any adverse tax consequences) of doing so shall be excessive in view of the benefits to be obtained by the Lenders therefrom, or to the extent that the security interest contemplated would result in adverse tax or accreditation consequences as reasonably determined by the Borrower, the Borrower will cause (i) all certificates representing Stock and Stock Equivalents (other than (x) any Excluded Stock and Stock Equivalents and (y) any Stock and Stock Equivalents issued by any Subsidiary for so long as such Subsidiary does not (on a consolidated basis with its Restricted Subsidiaries) have property, plant and equipment with a book value in excess of $5,000,000 or a contribution to Consolidated EBITDA for any four fiscal quarter period that includes any date on or after the Closing Date in excess of $10,000,000) held directly by the Borrower or any Guarantor, (ii) all evidences of Indebtedness in excess of $5,000,000 received by the Borrower, Walden, any other U.S. Institution Subsidiary, or any Guarantor in connection with any disposition of assets pursuant to Section 10.4(b) and (iii) any promissory notes or loan agreements executed after the date hereof evidencing Indebtedness in excess of $5,000,000 of the Borrower, Walden, any other U.S. Institution Subsidiary, or any Guarantor that is owing to the Borrower, Walden, any other U.S. Institution Subsidiary (other than an Excluded Subsidiary), or any Guarantor, in each case, to be delivered to the Collateral Agent as security for the Obligations under the Pledge Agreement.

(b)The Borrower agrees that all Indebtedness in excess of $5,000,000 of the Borrower or any Subsidiary that is owing to any Credit Party shall be evidenced by one or more loan agreements.

9.13Use of Proceeds.

(a)The Borrower will use Letters of Credit, the New Term Loans, if any, and Swingline Loans for general corporate purposes (including Restricted Payments and Investments permitted pursuant to this Agreement, including, without limitation, Permitted Acquisitions).

(b)The Borrower will use all proceeds of the Series 2024 Revolving Credit Loans to effectuate the Transactions and for general corporate purposes (including Restricted Payments and Investments permitted pursuant to this Agreement, including, without limitation, Permitted Acquisitions).

9.14Further Assurances.

(a)The Borrower will, and the Borrower will cause each other Credit Party to, execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents) that may be required under any applicable law, or that the Collateral Agent or the Required Lenders may reasonably request, in order to grant, preserve, protect and perfect the validity and priority of the security interests created or intended to

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be created by the applicable Security Documents, all at the expense of the Borrower and the Restricted Subsidiaries.

(b)Except with respect to which, in the reasonable judgment of the Administrative Agent (confirmed in writing by written notice to the Borrower), the cost or other consequences (including any tax consequence) of doing so shall be excessive in view of the benefits to be obtained by the Lenders therefrom, or to the extent that the further assurances contemplated by this Section 9.14 would result in adverse tax or accreditation consequences as reasonably determined by the Borrower, and subject to applicable limitations set forth in the Security Documents, if any assets (including any Real Estate or improvements thereto or any interest therein but excluding Stock and Stock Equivalents of any Subsidiary) with a book value or fair market value in excess of $5,000,000 are acquired by the Borrower or any other Credit Party after the Closing Date (other than assets constituting Collateral under a Security Document that become subject to the Lien of the applicable Security Document upon acquisition thereof) that are of a nature secured by a Security Document, the Borrower will notify the Collateral Agent, and, if requested by the Collateral Agent or the Borrower will cause such assets to be subjected to a Lien securing the applicable Obligations and will take, and cause the other applicable Credit Parties to take, such actions as shall be necessary or reasonably requested by the Collateral Agent to grant and perfect such Liens consistent with the applicable requirements of the Security Documents, including actions described in clause (a) of this Section 9.14.

(c)Any Mortgage delivered to the Collateral Agent in accordance with the preceding clause (b) shall be accompanied by (x) a policy or policies (or an unconditional binding commitment therefor) of title insurance issued by a nationally recognized title insurance company insuring the Lien of each Mortgage as a valid Lien (with the priority described therein) on the Mortgaged Property described therein, free of any other Liens except as expressly permitted by Section 10.2, together with such endorsements, coinsurance and reinsurance as the Collateral Agent may reasonably request, (y) an opinion of local counsel to the mortgagor in form and substance reasonably acceptable to the Collateral Agent and (z) any other documents as the Collateral Agent shall reasonably request and which are customarily delivered in connection with security interests in Real Estate.

.

SECTION 10. Negative Covenants.

The Borrower hereby covenants and agrees that on the Closing Date and thereafter, until the Commitments, the Swingline Commitment and each Letter of Credit have terminated and the Loans and Unpaid Drawings, together with interest, Fees and all other Obligations incurred hereunder (other than contingent indemnity obligations), are paid in full:

10.1Limitation on Indebtedness. The Borrower will not, and the Borrower will not permit any of its Restricted Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness; provided that the Borrower and any Restricted Subsidiary may incur Incurrence Test Indebtedness except that Restricted Subsidiaries that are not Guarantors may not incur Incurrence Test Indebtedness in an aggregate principal amount outstanding at any time exceeding $50,000,000 minus (without duplication) the aggregate outstanding amount of the aggregate amount of Guarantee Obligations incurred under Section 10.1(d)(ii)(C)(1) and Section 10.1(d)(ii)(C)(2).

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Notwithstanding the foregoing, the limitations set forth in the immediately preceding paragraph shall not apply to any of the following items:

(a)Indebtedness arising under the Credit Documents;

(b)subject to compliance with Section 10.5, Indebtedness of the Borrower or any Restricted Subsidiary owed to the Borrower or any Restricted Subsidiary; provided that all such Indebtedness of any Credit Party owed to any Person that is not a Credit Party shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent;

(c)Indebtedness in respect of any bankers’ acceptance, bank guarantees, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business (including (i) in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims, (ii) any DOE Letter of Credit, (iii) any bank guarantees, letters of credit or similar facilities required by any Governmental Authority or to satisfy any governmental or regulatory requirements and (iv) any tenders, statutory obligations, surety and appeal bonds, bids, leases, governmental contracts, performance and return-of-money bonds and other similar obligations incurred in the ordinary course of business or consistent with past practices);

(d)subject to compliance with Section 10.5, Guarantee Obligations incurred by

(i)Restricted Subsidiaries in respect of Indebtedness of the Borrower or other Restricted Subsidiaries that is permitted to be incurred under this Agreement (except that a Restricted Subsidiary may not, by virtue of this Section 10.1(d) guarantee Indebtedness that such Restricted Subsidiary could not otherwise incur under this Section 10.1),

(ii)the Borrower in respect of Indebtedness of Restricted Subsidiaries that is permitted to be incurred under this Agreement; provided that

(A)if the Indebtedness being guaranteed under this Section 10.1(d) is subordinated to the Obligations, such Guarantee Obligations shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness,

(B)no guarantee by any Restricted Subsidiary of any Permitted Additional Debt shall be permitted unless such Restricted Subsidiary shall have also provided a guarantee of the Obligations substantially on the terms set forth in the Guarantee and

(C)the aggregate amount of (1) Guarantee Obligations incurred by Credit Parties under this clause (d) in respect of obligations owed by Persons that are not Credit Parties and (2) the aggregate amount of Guarantee Obligations incurred by Restricted Subsidiaries that are not Guarantors under this clause (d), when combined with (3) the total amount of Incurrence Test Indebtedness incurred by Restricted Subsidiaries that are not Guarantors shall not collectively exceed $100,000,000 at any time outstanding;

(e)Guarantee Obligations (i) incurred in the ordinary course of business in respect of obligations of (or to) suppliers, customers, franchisees, lessors and licensees or (ii)

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otherwise constituting Investments permitted by Sections 10.5(d), 10.5(g), 10.5(m), 10.5(o), 10.5(p), 10.5(s), 10.5(u) (provided that in the case of Section 10.5(u), such Guarantee Obligations are incurred by a Restricted Subsidiary located in the same country of jurisdiction as the Restricted Subsidiary incurring such obligation being guaranteed), 10.5(q) and 10.5(x) or (iii) relating to any DOE Letter of Credit or any other bank guarantees, letters of credit or similar facilities required by any Governmental Authority or to satisfy any governmental or regulatory requirements or (iv)(x) of the Borrower or any Restricted Subsidiary in respect of Indebtedness and other obligations relating to the Cash Management Programs of the Borrower or any Restricted Domestic Subsidiary and (y) of Restricted Non-Domestic Subsidiaries in respect of Indebtedness and other obligations relating to the Cash Management Programs of any Restricted Non-Domestic Subsidiary;

(f)(i) Indebtedness (including Indebtedness arising under Capital Leases) incurred within one year of the acquisition, construction, repair, replacement, expansion or improvement of fixed or capital assets to finance the acquisition, construction, repair, replacement expansion, or improvement of such fixed or capital assets, (ii) other Indebtedness arising under Capital Leases (other than Indebtedness incurred pursuant to clause (x)), provided, that the aggregate amount of Indebtedness incurred pursuant to this clause (f) at any time outstanding shall not exceed the greater of (A) $350,000,000 and (B) 4.0% of the Consolidated Total Assets of the Borrower and the Restricted Subsidiaries at the date of such incurrence and (iii) any modification, replacement, refinancing, refunding, renewal or extension of any Indebtedness specified in subclause (i) or (ii) above, provided that, (x) except to the extent the excess is expressly permitted by another clause of this Section 10.1, the principal amount thereof does not exceed the principal amount thereof outstanding immediately prior to such modification, replacement, refinancing, refunding, renewal or extension except by an amount equal to the unpaid accrued interest and premium thereon plus the reasonable amounts paid in respect of fees and expenses incurred in connection with such modification, replacement, refinancing, refunding, renewal or extension, (y) immediately before and after the incurrence of such Indebtedness, no Default shall have occurred and be continuing, and (z) except for (1) removals of contingent obligors or (2) to the extent otherwise permitted hereunder, the direct and contingent obligors with respect to such Indebtedness are not changed;

(g)Indebtedness outstanding on the Closing Date listed on Schedule 10.1(g) and any modification, replacement, refinancing, refunding, renewal or extension thereof; provided that except to the extent otherwise expressly permitted hereunder, in the case of any such modification, replacement, refinancing, refunding, renewal or extension, (x) the principal amount thereof does not exceed the principal amount thereof outstanding immediately prior to such modification, replacement, refinancing, refunding, renewal or extension except by an amount equal to the unpaid accrued interest and premium thereon plus the reasonable amounts paid in respect of fees and expenses incurred in connection with such modification, replacement, refinancing, refunding, renewal or extension plus an amount equal to any existing commitment unutilized and letters of credit undrawn thereunder, (y) except for (1) removals of contingent obligors or (2) to the extent otherwise permitted hereunder, the direct and contingent obligors with respect to such Indebtedness are not changed and (z) to the extent such Indebtedness being modified, replaced, refinanced, refunded, renewed or extended constitutes Indebtedness owed to the Borrower or any Credit Party, the creditor with respect to such Indebtedness is not changed;

(h)Indebtedness in respect of Hedge Agreements or hedging arrangements permitted under Section 10.5(g)(ix);

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(i)Indebtedness in respect of the 2025 Notes, in an aggregate principal amount not to exceed $800,000,000;

(j)Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds and completion guarantees and similar obligations not in connection with money borrowed, in each case provided in the ordinary course of business or consistent with past practice, including those incurred to secure health, safety and environmental obligations in the ordinary course of business consistent with past practice;

(k)[reserved];

(l)(i) additional Indebtedness (other than of Non-Domestic Subsidiaries) and

(ii)any refinancing, refunding, renewal or extension of any Indebtedness specified in subclause (i) above; provided that the aggregate amount of all Indebtedness incurred and remaining outstanding pursuant to this clause (l), shall not at any time exceed $150,000,000; providedfurther that immediately before and after the incurrence of such additional Indebtedness, no Default shall have occurred and be continuing;

(m)[reserved];

(n)Indebtedness incurred by the Borrower (provided that no Default or Event of Default has occurred and is continuing immediately before or after giving effect to such incurrence) in respect of

(i)(a) Permitted Additional Debt in an aggregate principal amount of all such Permitted Additional Debt issued or incurred pursuant to this clause (i)(a) not to exceed the Maximum Incremental Facilities Amount minus the aggregate amount of New Loan Commitments established from and after the Closing Date; and

(o)Permitted Additional Debt that is unsecured, the net cash proceeds of which shall be applied no later than twenty (20) Business Days after the receipt thereof to repurchase, repay, redeem or otherwise defease the 2025 Notes; and

(ii)any refinancing, refunding, renewal or extension of any Indebtedness specified in subclause (i) above; provided that the principal amount of any such Indebtedness is not increased above the principal amount thereof outstanding immediately prior to such modification, replacement, refinancing, refunding, renewal or extension (except for any original issue discount thereon and the amount of fees, expenses and premium in connection with such refinancing), and such Indebtedness otherwise complies with the definition of “Permitted Additional Debt”;

(p)Indebtedness in respect of Permitted Debt Exchange Notes incurred pursuant to a Permitted Debt Exchange in accordance with Section 2.16 (and which does not generate any additional proceeds) and

(i)any modification, replacement, refinancing, refunding, renewal or extension of any Indebtedness specified in subclause (i) above; provided that

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(x)no Default or Event of Default has occurred and is continuing immediately before or after giving effect to such refinancing, refunding, renewal or extension;

(y)the principal amount of any such Indebtedness is not increased above the principal amount thereof outstanding immediately prior to such modification, replacement, refinancing, refunding, renewal or extension (except for any original issue discount thereon and the amount of fees, expenses and premium in connection with such modification, replacement, refinancing, refunding, renewal or extension) and

(z)such Indebtedness otherwise complies with the definition of “Permitted Additional Debt;”

(aa)Indebtedness in respect of Cash Management Programs, overdraft facilities, employee credit card programs, netting services, automatic clearinghouse arrangements and other cash management and similar arrangements in the ordinary course of business;

(ab)Indebtedness in an amount not to exceed $40,000,000 outstanding at any time incurred in the ordinary course of business in respect of obligations of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services;

(ac)Indebtedness arising from agreements of the Borrower or any Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations (excluding earn-outs), in each case entered into in connection with Permitted Acquisitions, other Investments and the disposition of any business, assets or Stock permitted hereunder (other than Guarantee Obligations or other Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Stock for the purpose of financing such acquisition); provided that, such Indebtedness is not reflected on the balance sheet of the Borrower or any Restricted Subsidiary (it being understood that contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this proviso);

(ad)Indebtedness of the Borrower or any Restricted Subsidiary consisting of (i) obligations to pay insurance premiums or (ii) take or pay obligations contained in supply agreements, in each case arising in the ordinary course of business and not in connection with the borrowing of money or Hedge Agreements;

(ae)Indebtedness in an amount not to exceed $50,000,000 outstanding at any time representing deferred compensation to employees of the Borrower (only to the extent such work is done for the Borrower or its Subsidiaries or any direct or indirect parent thereof) and the Restricted Subsidiaries incurred in the ordinary course of business;

(af)Indebtedness consisting of promissory notes issued by the Borrower or any Restricted Subsidiary to current or former officers, managers, consultants, directors and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of Stock or Stock Equivalents of the Borrower (or any direct or indirect parent thereof) permitted by Section 10.6(b);

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(ag)Indebtedness in an amount not to exceed $50,000,000 outstanding at any time consisting of obligations of the Borrower and the Restricted Subsidiaries under deferred or contingent purchase price, or other similar arrangements (including earn-outs) incurred by such Person in connection with Permitted Acquisitions or any other Investment permitted hereunder;

(ah)(i) Indebtedness of Restricted Subsidiaries (including Indebtedness of a Person or Indebtedness attaching to assets of a Person that, in either case, becomes a Restricted Subsidiary (or is a Restricted Subsidiary that survives a merger with such Person) or Indebtedness attaching to assets that are acquired by the Borrower or any Restricted Subsidiary), in each case, owed to Persons other than the Borrower or its Subsidiaries; provided that the aggregate amount of Indebtedness incurred and remaining outstanding pursuant to this clause (w) shall not at any time exceed (A) Indebtedness of Restricted Non-Domestic Subsidiaries of no more than $400,000,000 plus (B) additional amounts incurred to finance Permitted Acquisitions (including, Permitted Acquisitions made in a country outside the United States of America (“Foreign Acquisition”)) (including Indebtedness of such Person that existed at the time such Person became a Restricted Subsidiary) to the extent that, with respect solely to this subclause (B), the ratio of (1) Indebtedness incurred pursuant to this subclause (B) (in any single transaction or series of transactions) to (2) Acquired EBITDA in respect of any such Permitted Acquisition, including any Foreign Acquisition (in such single transaction or series of transactions) is not greater than 2.00 to 1.00 both before and after giving effect, on a Pro Forma Basis, to the incurrence of such additional Indebtedness plus (C) additional amounts incurred to finance a Permitted Acquisition, including any Foreign Acquisition (including indebtedness of such Person that existed at the time such Person became a Restricted Subsidiary), to the extent, both immediately before and after giving effect to such incurrence (and including any amounts incurred pursuant to (A) and (B) above and (D) below), that the Consolidated Senior Secured Debt to Consolidated EBITDA Ratio is not greater than 4.25 to 1.00, on a Pro Forma Basis (but excluding from the calculation of Consolidated Total Debt any netting in respect of Unrestricted Cash that would result from the incurrence of any such Indebtedness being incurred at such time) plus (D) additional amounts incurred by Non-Domestic Subsidiaries, to the extent the net proceeds thereof are applied to capital expenditures, which are unsecured or secured by a Lien (which Lien shall, to the extent such Indebtedness is secured by a Lien on the assets of any Credit Party, rank junior to the Lien securing the Obligations), to the extent, both immediately before and after giving effect to such incurrence (and including any amounts incurred pursuant to (A), (B) and (C) above) that the Consolidated Senior Secured Debt to Consolidated EBITDA Ratio is not greater than 4.25 to 1.00, on a Pro Forma Basis (but excluding from the calculation of Consolidated Total Debt any netting in respect of Unrestricted Cash that would result from the incurrence of any such Indebtedness being incurred at such time); provided that (x) any such Indebtedness incurred under this clause (w) by a Restricted Non-Domestic Subsidiary may be guaranteed by the Borrower or any Domestic Subsidiary solely to the extent otherwise permitted by Section 10.5, (y) in the case of a Permitted Acquisition by any Domestic Subsidiary (A) Indebtedness under Section 10.1(w)(i)(B) and 10.1(w)(i)(C) above shall not be permitted in the case of a Permitted Acquisition within the United States of America unless the acquirer is a Guarantor,

(B) the Stock and Stock Equivalents of such Person acquired by a Domestic Subsidiary are pledged to secure the Obligations, to the extent required under Section 9.12, (C) such Person executes a supplement to the Guarantee and Security Documents (or alternative guarantee and security agreements in relation to the Obligations reasonably acceptable to the Collateral Agent) to the extent required under Section 9.11 or 9.12, as applicable and (D) to the extent the assets of such Person that are required to become Collateral under Section 9.11 or 9.12 are subject to a Lien securing such Indebtedness, such Lien becomes subject to an intercreditor agreement on terms and conditions reasonably satisfactory to the Administrative Agent providing that such Lien shall rank junior to the Lien securing the Obligations; provided that the requirements of this subclause (y) shall not apply to an aggregate amount at any time outstanding of up to $30,000,000 of the

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aggregate principal amount of such Indebtedness (and modifications, replacements, refinancings, refundings, renewals and extensions thereof pursuant to subclause (ii) below) and (z) immediately before and after the incurrence of such Indebtedness, no Default shall have occurred and be continuing; and

(ii) any modification, replacement, refinancing, refunding, renewal or extension of any Indebtedness specified in subclause (i) above, provided that, except to the extent otherwise expressly permitted hereunder, (x) the principal amount of any such Indebtedness does not exceed the principal amount thereof outstanding immediately prior to such modification, replacement, refinancing, refunding, renewal or extension except by an amount equal to the unpaid accrued interest and premium thereon plus the reasonable amounts paid in respect of and fees and expenses incurred in connection with such modification, replacement, refinancing, refunding, renewal or extension, (y) except for (1) removals of contingent obligors or (2) to the extent otherwise permitted hereunder, the direct and contingent obligors with respect to such Indebtedness are not changed and (z) immediately before and after such modification, replacement, refinancing, refunding, renewal or extension of Indebtedness, no Default shall have occurred and be continuing;

(ai)Indebtedness of the Borrower or any Restricted Subsidiary (A) which is the result of any sale leaseback transaction failing to meet the qualifications set forth in ASC 840 such that the Borrower or such Restricted Subsidiary is required to reflect a financing obligation on its financial statements in accordance with GAAP, (B) which is the result of a built-to-suit lease failing to meet the qualifications set forth in ASC 840 such that the Borrower or such Restricted Subsidiary is required to reflect a financing obligation on its financial statements in accordance with GAAP, provided that in no event shall the aggregate principal amount of Indebtedness permitted by this clause (x)(B) outstanding at any time exceed $250,000,000, (C) without limiting the last sentence of Section 1.3(a), which is a result of any operating lease becoming a Capitalized Lease Obligation as a result of any changes in GAAP after the date hereof, or (D) without limiting the last sentence of Section 1.3(a), which is a result of the operating lease described on Schedule 10.1(x) becoming a Capitalized Lease Obligation as a result of any renewal or extension thereof;

(aj)all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (x) above, (z) and (aa);

(ak)(i) any Indebtedness of the Borrower that is issued or incurred, and the net proceeds of which shall be applied no later than sixty (60) Business Days after receipt thereof, to replace, refinance, repurchase, repay, redeem or otherwise defease any Indebtedness of the Borrower permitted hereunder (referred to herein as “Qualified Refinancing Debt”), which Indebtedness:

(A)may be subordinated Indebtedness or, to the extent such original Indebtedness was senior Indebtedness, senior Indebtedness;

(B)may be unsecured or may be secured by Qualified Refinancing Liens (as defined in Section 10.2(t));

(C)to the extent such original Indebtedness was guaranteed by any Guarantor, may be guaranteed by any Guarantors (but shall not in any event be guaranteed by any Subsidiary of the Borrower that is not a Guarantor);

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(D)shall not have a maturity date prior to July 27, 2025; and

(E)shall not be in a principal amount greater than the outstanding principal amount of the original Indebtedness so replaced, refinanced, repurchased, repaid, redeemed or defeased and the accrued and unpaid interest thereon immediately prior to such replacement, refinancing, repurchase, repayment, redemption or other defeasance (except for any original issue discount thereon and the amount of fees, expenses and premium in connection therewith);

provided further that the Borrower shall at least five (5) Business Days prior to the issuance or incurrence of such Qualified Refinancing Debt provide the Administrative Agent with copies of the credit documentation or proposed credit documentation relating thereto; and

(i)any refinancing, refunding, renewal or extension of any Indebtedness specified in subclause (i) above; provided that the principal amount of any such Indebtedness is not increased above the principal amount thereof outstanding immediately prior to such modification, replacement, refinancing, refunding, renewal or extension (except for any original issue discount thereon and the amount of fees, expenses and premium in connection therewith), and such Indebtedness otherwise complies with subclauses (i)(A) through (E) above. For the avoidance of doubt, the Indebtedness under this Section 10.1(z) shall not be deemed to be Permitted Additional Debt; and

(aa) any (i) Indebtedness of any Restricted Non-Domestic Subsidiaries, provided that Restricted Non-Domestic Subsidiaries may not incur Indebtedness under this clause (aa)(i) in an aggregate outstanding principal amount exceeding the Maximum Non-Credit Party Facilities Amount, as determined on the date of incurrence, and (ii) Guarantee Obligations incurred by the Borrower or any Restricted Subsidiary in respect of the Indebtedness of any Restricted Subsidiaries permitted pursuant to Section (aa)(i) or (iii); provided that the aggregate outstanding principal amount of such Indebtedness guaranteed by the Borrower pursuant to this clause (ii) shall not exceed $200,000,000, as determined on the date of incurrence, unless the Borrower would otherwise be permitted to provide additional Guarantee Obligations for such purpose under Section 10.5, and

(iii)any modification, replacement, refinancing, refunding, renewal or extension of the Indebtedness in the foregoing clause (i); provided that except to the extent otherwise expressly permitted hereunder, in the case of any such modification, replacement, refinancing, refunding, renewal or extension, the principal amount thereof does not exceed the greater of (a) the principal amount thereof outstanding immediately prior to such modification, replacement, refinancing, refunding, renewal or extension or (b) an amount equal to the Maximum Non-Credit Party Facilities Amount less the outstanding principal amount of all other outstanding Indebtedness permitted under subclause (aa)(i) (calculated as if any revolving credit Indebtedness were fully drawn) that is not subject to such modification, replacement, refinancing, refunding, renewal or extension, except by an amount equal to the unpaid accrued interest and premium thereon plus the reasonable amounts paid in respect of fees and expenses incurred in connection with such modification, replacement, refinancing, refunding, renewal or extension plus an amount equal to any existing commitment unutilized and letters of credit undrawn thereunder (for the avoidance of doubt, the Indebtedness under this Section 10.1(aa) shall not be deemed to be Permitted Additional Debt);

(bb) other Indebtedness so long as, both immediately before and after giving effect to any such incurrence of Indebtedness, the Consolidated Total Debt to Consolidated EBITDA Ratio is less than or equal to 3.00 to 1.00; and

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(cc)    any Disposition under Section 10.4(j) to the extent such Disposition constitutes Indebtedness.

In the event that an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses (a) through (cc) above, the Borrower may select which such category shall apply to such Indebtedness and may, in its sole discretion, divide the Indebtedness among multiple available categories pursuant to more than one of the above clauses; provided that all Indebtedness outstanding under the Credit Documents will be deemed at all times to have been incurred in reliance only on the exception in clause (a) of this Section 10.1.

For purposes of determining compliance with this Section 10.1, any contingent earnout or other contingent payment obligation related to Permitted Acquisitions or any other Investment permitted hereunder at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5).

For purposes of this Agreement, Indebtedness that is unsecured is not deemed to be subordinated or junior to secured Indebtedness merely because it is unsecured, and senior Indebtedness is not deemed to be subordinated or junior to any other senior Indebtedness merely because it has a junior priority with respect to the same collateral.

10.2Limitation on Liens. The Borrower will not, and the Borrower will not permit any of its Restricted Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any Restricted Subsidiary, whether now owned or hereafter acquired, except:

(a)Liens arising under

(i)the Credit Documents securing the Obligations; and

(ii)the Permitted Additional Debt Documents securing Permitted Additional Debt Obligations permitted to be incurred under Section 10.1(n)(i)(a) or 10.1(o); provided that,

(A)in the case of Liens securing Permitted Additional Debt Obligations that constitute First Lien Obligations pursuant to subclause (ii) above, the applicable Permitted Additional Debt Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents; and

(x)in the case of the first such issuance of Permitted Additional Debt constituting First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative for the holders of such Permitted Additional Debt Obligations shall have entered into the First Lien Intercreditor Agreement; and

(y)in the case of subsequent issuances of Permitted Additional Debt constituting First Lien Obligations, the representative for the holders of such

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Permitted Additional Debt Obligations shall have become a party to the First Lien Intercreditor Agreement in accordance with the terms thereof; and

(B)in the case of Liens securing Permitted Additional Debt Obligations that do not constitute First Lien Obligations pursuant to subclause (ii) above, the applicable Permitted Additional Debt Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions no more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and shall

(x)in the case of the first such issuance of Permitted Additional Debt that do not constitute First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative of the holders of such Permitted Additional Debt Obligations shall have entered into the Second Lien Intercreditor Agreement; and

(y)in the case of subsequent issuances of Permitted Additional Debt that do not constitute First Lien Obligations, the representative for the holders of such Permitted Additional Debt shall have become a party to the Second Lien Intercreditor Agreement in accordance with the terms thereof; and

(C)in the case of all Liens securing Permitted Additional Debt Obligations (whether pursuant to clause (A) or clause (B) above), such Liens shall encumber no asset or property that is not also Collateral securing the Obligations.

(b)Permitted Liens;

(c)Liens securing Indebtedness permitted pursuant to Section 10.1(f), provided that (x) such Liens attach concurrently with or within one year after completion of the acquisition, construction, repair, replacement or improvement (as applicable) of the property subject to such Liens and (y) such Liens attach at all times only to the assets so financed except (1) such Liens may attach to accessions to the property financed with the proceeds of such Indebtedness and the proceeds and the products thereof and (2) that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender and (3) that if the Lien is to attach to a building or improvement constructed on a parcel of land (whether such land is already owned by a Restricted Subsidiary or acquired but not financed with the proceeds of such Indebtedness permitted pursuant to Section 10.1(f)), (A) such Liens may attach to such parcel of land on which such building or improvement was constructed with the proceeds of the Indebtedness permitted pursuant to Section 10.1(f) and (B) a Lien may also be granted in and attach to any intercompany lease, sublease or license of such land, buildings and/or improvements and any right, title and interest under an intercompany lease, sublease or license of such parcel of land, buildings and/or improvements (whether as lessor, sublessor, licensor, lessee, sublessee or licensee), including any rents, revenues and proceeds arising under such intercompany lease, sublease or license, in case of each of clauses (A) and (B), in order to facilitate the granting of the Lien on the building or improvement constructed with the proceeds of such Indebtedness permitted pursuant to Section 10.1(f);

(d)Liens existing on the Closing Date that are listed on Schedule 10.2;

(e)the modification, replacement, extension or renewal of any Lien permitted by clauses (a) through (d) and clauses (f) and (r) of this Section 10.2 upon or in the same assets

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theretofor subject to such Lien (or upon or in after-acquired property that is affixed or incorporated into the property covered by such Lien or any proceeds or products thereof) or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor except for (1) removals of contingent obligors or (2) to the extent otherwise permitted hereunder) of the Indebtedness secured thereby, to the extent such replacement, extension or renewal is permitted by Section 10.1, and, in all cases, with the same lien priority as the Lien being modified, replaced, extended, or renewed;

(f)Liens on the assets of any Person that becomes a Restricted Subsidiary (or is a Restricted Subsidiary that survives a merger with such Person) pursuant to a Permitted Acquisition or other permitted Investment, or on assets acquired after the Closing Date to the extent the Liens on such acquired assets secure Indebtedness permitted by Section 10.1(w); provided that

(A) in the case of Liens securing Indebtedness incurred by a Restricted Non-Domestic Subsidiary pursuant to Section 10.1(w)(i)(A), (B), or (C) that are used to finance a Permitted Acquisition, such Indebtedness shall not be secured by any assets other than the assets so acquired, and (B) in the case of Liens securing Indebtedness incurred by a Restricted Domestic Subsidiary pursuant to Section10.1(w)(i)(B) or (C) that is used to finance Permitted Acquisitions in the United States of America such Liens (i) are not created or incurred in connection with, or in contemplation of, such Person becoming such a Restricted Subsidiary or such assets being acquired and (ii) attach at all times only to the same assets to which such Liens attached (and after-acquired property that is affixed or incorporated into the property covered by such Lien), and secure only the same Indebtedness or obligations that such Liens secured, immediately prior to such Permitted Acquisition and any modification, replacement, refinancing, refunding, renewal or extension thereof permitted by Section 10.1(w) (provided that no Indebtedness of any Restricted Non-Domestic Subsidiary permitted to be secured under this paragraph shall be secured by any assets of the Borrower or any Restricted Domestic Subsidiary);

(g)(i) Liens placed on the Stock and Stock Equivalents of any Restricted Non-Domestic Subsidiary acquired pursuant to a Permitted Acquisition to secure Indebtedness incurred pursuant to Section 10.1(w) in connection with such Permitted Acquisition, (ii) other than with respect to Indebtedness incurred under Section 10.1(w) to finance a Permitted Acquisition in the United States, Liens placed upon the assets (including, without limitation, receivables) of a Restricted Subsidiary to secure Indebtedness of such Restricted Subsidiary or a guarantee by such Restricted Subsidiary of any Indebtedness of the Borrower or any other Restricted Subsidiary incurred pursuant to 10.1(w) in connection with a Permitted Acquisition or otherwise; provided that in the case of clause (D) of Section 10.1(w)(i), such Indebtedness shall either be unsecured or secured by a Lien ranking junior to the Lien securing the Obligations, as applicable, (iii) to the extent not otherwise permitted by clauses (i) and (ii) of this Section 10.2(g), any Liens ranking junior to the Lien securing the Obligations placed upon the assets of any Restricted Domestic Subsidiaries in connection with seller note financing permitted under Section 10.1 and incurred in connection with such Permitted Acquisition and owed solely to the seller or sellers in connection with such Permitted Acquisition; provided, that, such Liens shall extend only to assets or assets of any Subsidiaries acquired pursuant to such Permitted Acquisition and the representative for the holders of such seller note shall have entered into an intercreditor agreement satisfactory to the Administrative Agent (which will be substantially comparable to the Second Lien Intercreditor Agreement with such changes as shall be necessary to reflect that the parties shall not have Liens on the same collateral and such other changes as the Administrative Agent shall reasonably agree) and

(iv)to the extent not otherwise permitted by clauses (i), (ii) and (iii) of this Section 10.2(g), any

Liens to secure Indebtedness permitted pursuant to Section 10.1(w)(i)(D); provided, that, such Liens shall extend only to assets acquired pursuant to such permitted capital expenditures and, to the extent such Liens are on assets of a Credit Party hereunder, such Liens shall be junior to the Lien

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securing the Obligations hereunder and the representative for the holders of such Indebtedness shall have entered into an intercreditor agreement satisfactory to the Administrative Agent (which will be substantially comparable to the Second Lien Intercreditor Agreement with such changes as shall be necessary to reflect that the parties shall not have Liens on the same collateral and such other changes as the Administrative Agent shall reasonably agree);

(h)Liens securing Indebtedness or other obligations (i) of the Borrower or a Restricted Subsidiary in favor of a Credit Party, (ii) of any Restricted Subsidiary that is not a Credit Party in favor of any Restricted Subsidiary that is not a Credit Party and (iii) any Non-Domestic Subsidiary in favor of any Non-Domestic Subsidiary;

(i)Liens (i) of a collecting bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business; and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

(j)Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 10.5 to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to sell, transfer, lease or otherwise dispose of any property in a transaction permitted under Section 10.4, in each case, solely to the extent such Investment or sale, disposition, transfer or lease, as the case may be, would have been permitted on the date of the creation of such Lien;

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

(l)Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 10.5;

(m)Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

(n)Liens that are contractual rights of set-off (and not liens granted in respect of borrowed money) (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary course of business;

(o)Liens solely on any cash earnest money deposits made by the Borrower or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder;

(p)Liens on insurance policies issued in favor of the Borrower or any Restricted Subsidiary and the proceeds thereof securing the financing of the premiums with respect thereto;

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(q)additional Liens so long as the aggregate principal amount of the obligations secured thereby at any time outstanding does not exceed $50,000,000;

(r)additional Liens securing (i) Indebtedness permitted under the first paragraph of Section 10.1; provided that at the time such Indebtedness is incurred, the holders of such Indebtedness shall have entered into the Second Lien Intercreditor Agreement pursuant to which such Liens shall rank junior to any Lien securing Obligations;

(s)Liens in respect of real estate, fixed or capital assets, and personal property relating solely to such assets, owned or acquired by the Borrower or a Restricted Subsidiary (including any Liens on any intercompany lease, sublease or license of any such real estate, fixed or capital assets and any right, title and interest under an intercompany lease, sublease or license of such real estate, fixed or capital assets (whether as lessor, sublessor, licensor, lessee, sublessee or licensee), including any rents, revenues and proceeds arising under such intercompany lease, sublease or license), provided that the Indebtedness secured thereby does not exceed the fair market value of such assets (as determined by the Borrower in good faith) and in no event shall the Indebtedness secured thereby exceed the Maximum Permitted Investment/Lien Amount as calculated immediately prior to the issuance or incurrence of such Indebtedness;

(t)Liens on the Collateral to secure Qualified Refinancing Debt, which Liens shall rank junior to the Liens securing the Obligations and such Liens shall be pari passu with or junior to the Liens securing the Indebtedness refinanced by such Qualified Refinancing Debt, provided that (i) such junior Liens shall not cover any asset or property that is not Collateral securing the Obligations and (ii) the representative of the Qualified Refinancing Debt shall have become a party to a lien intercreditor agreement (a “Qualified Lien Intercreditor Agreement”) with the Collateral Agent in form and substance reasonably satisfactory to the Collateral Agent (which Qualified Lien Intercreditor Agreement, the Collateral Agent shall enter into upon the Borrower’s request) (the Liens permitted pursuant to this Section 10.2(t) are referred to herein as “Qualified Refinancing Liens”);

(u)Liens placed upon the assets (including, without limitation, receivables) of any Restricted Non-Domestic Subsidiaries to secure any Indebtedness permitted under Section10.1(aa);

(v)other Liens so long as, both immediately before and after giving effect to any such incurrence of Liens, the Consolidated Total Debt to Consolidated EBITDA Ratio is less than or equal to 3.00 to 1.00; and

(w)Liens and deposits to secure any Indebtedness permitted under Section10.1(c)(ii) and Section 10.1(c)(iii) .

In the event that a Lien meets the criteria of more than one of the categories of Liens described in clauses (a) through (w) above, the Borrower may select which such category shall apply to such Lien and may, in its sole discretion, divide the Liens among multiple available categories pursuant to more than one of the above clauses; provided that all Liens outstanding under the Credit Documents will be deemed at all times to have been incurred in reliance only on the exception in clause (a)(i) of this Section 10.2.

10.3Limitation on Fundamental Changes. The Borrower will not, and the Borrower will not permit any of its Restricted Subsidiaries (other than any Dormant Subsidiaries) to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer

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any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business units, assets or other properties, except that:

(a)so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) both before and after giving effect to such transaction the Consolidated Total Debt to Consolidated EBITDA Ratio shall, on a Pro Forma Basis, be equal to or less than 5.75 to 1.00, any Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into the Borrower, provided that (i) the Borrower shall be the continuing or surviving Person or (ii) if the Person formed by or surviving any such merger, amalgamation or consolidation is not the Borrower (such other Person, the “Successor Borrower”), (A) the Successor Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Borrower shall expressly assume all the obligations of the Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guarantee affirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement, (D) each Guarantor grantor and each Guarantor pledgor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Agreement and Pledge Agreement (and each applicable U.S. Institution Subsidiary, by supplement to the U.S. Institution Subsidiary Collateral Agreement (subject to any exception applicable pursuant to clause (g) of the definition of “Excluded Subsidiary”)), respectively, affirmed that its obligations thereunder shall apply to its Guarantee as affirmed pursuant to clause (C), (E) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as affirmed pursuant to clause (C) and (F) the Successor Borrower shall have delivered to the Administrative Agent (x) an officer’s certificate stating that such merger or consolidation and such supplements preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the Security Documents and (y) if requested by the Administrative Agent, an opinion of counsel to the effect that such merger or consolidation does not violate this Agreement or any other Credit Document and that the provisions set forth in the preceding clauses (C) through (E) preserve the enforceability of the Guarantee and the perfection and priority of the Liens created under the Obligations Security Documents (it being understood that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the Borrower under this Agreement);

(b)so long as no Default or Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into any other Subsidiary of the Borrower; provided that (i) in the case of any merger, amalgamation or consolidation involving (x) one or more Restricted Domestic Subsidiaries,

(A)a Restricted Domestic Subsidiary shall be the continuing or surviving Person or (B) the Borrower shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Domestic Subsidiary) to become a Restricted Domestic Subsidiary or (y) one or more Restricted Non-Domestic Subsidiaries but no Restricted Domestic Subsidiaries, (A) a Restricted Non-Domestic Subsidiary shall be the continuing or surviving Person or (B) the Borrower shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Non-Domestic Subsidiary) to become a Restricted Non-Domestic Subsidiary, (ii) in the case of any merger, amalgamation or consolidation involving one or more Guarantors, a Guarantor shall be the continuing or surviving Person or the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Guarantor) shall execute a Guarantee and the relevant Security Documents in form and substance reasonably satisfactory to the Administrative

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Agent in order to become a Guarantor and pledgor, mortgagor and grantor, as applicable, thereunder for the benefit of

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the Obligations Secured Parties, (iii) no Default or Event of Default has occurred and is continuing would result from the consummation of such merger, amalgamation or consolidation and (iv) Borrower shall have delivered to the Administrative Agent an officers’ certificate stating that such merger, amalgamation or consolidation and any such supplements, Guarantee and Security Documents preserve the enforceability of the applicable Guarantee and the perfection and priority of the Liens under the applicable Security Documents;

(c)(x) any Restricted Domestic Subsidiary that is not a Credit Party may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Restricted Domestic Subsidiary and (y) any Restricted Non-Domestic Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Restricted Subsidiary;

(d)any Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any Credit Party;

(e)any Non-Domestic Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Non-Domestic Subsidiary;

(f)any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Credit Party, any assets or business not otherwise disposed of or transferred in accordance with Section 10.4 or 10.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Credit Party after giving effect to such liquidation or dissolution;

(g)to the extent that no Default or Event of Default would result from the consummation of such disposition, the Borrower and its Restricted Subsidiaries may consummate a merger, amalgamation, dissolution, liquidation, consolidation, disposition, conveyance, sale, lease or assignment the purpose and effect of which is to structure and effect a disposition permitted pursuant to Section 10.4 or an Investment permitted pursuant to Section 10.5;

(h)the Borrower may consolidate or merge with or into or wind up into (whether or not the Borrower is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person if:

(i)either: (x) the Borrower is the surviving corporation or (y) the Person formed by or surviving any such consolidation or merger (if other than the Borrower) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the laws of the jurisdiction of organization of the Borrower or the laws of the United States, any state thereof, the District of Columbia or any territory thereof (such Person, as the case may be, being herein called the “Successor Company”),

(ii)the Successor Company, if other than the Borrower, expressly assumes all the obligations of the Borrower under the Credit Documents pursuant to documentation reasonably satisfactory to the Administrative Agent,

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(iii)immediately after such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company or any of its Restricted Subsidiaries as a result of such transaction as having been incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing,

(iv)immediately after giving effect on a Pro Forma Basis to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the applicable four-quarter period, the ratio of the Consolidated EBITDA to Consolidated Interest Expense for the Successor Company, the Borrower and its Restricted Subsidiaries would be greater than such ratio for the Borrower and its Restricted Subsidiaries immediately prior to such transaction,

(v)each Guarantor shall have confirmed pursuant to a supplement that its Guarantee shall apply to such Successor Company’s obligations under the Credit Documents,

(vi)each Credit Party shall have confirmed pursuant to a supplement that its Security Documents shall apply to such Successor Company’s obligations under the Credit Documents, and, if applicable, to such Credit Party’s obligations under the Guarantee,

(vii)to the extent any assets of the Person which is merged or consolidated with or into the Successor Company are assets of the type which would constitute Collateral under the Security Documents, the Successor Company will take such action as may be reasonably requested by the Administrative Agent to the extent necessary to cause such property and assets to be made subject to the Liens under the Collateral Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the Security Documents; and

(viii)the Collateral owned by or transferred to the Successor Company shall:

(a)continue to constitute Collateral under this Agreement and the

Security Documents,

(b)be subject to the Lien in favor of the Collateral Agent for the benefit of the Secured Parties, and

(c)not be subject to any Lien other than Permitted Liens or Liens otherwise permitted hereunder, and

(ix)the Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel reasonably satisfactory to the Administrative Agent, each stating that such consolidation, merger or transfer and such supplemental Guarantee and Security Documents and other documents, if any, comply with this Agreement and covering such other matters as the Administrative Agent shall reasonably request.

Upon the occurrence of any transaction described in this Section 10.3(h), the successor corporation formed by such transaction shall succeed to, and be substituted for (so that from and after the date of such transaction, the provisions of this Agreement referring to the Borrower shall refer instead to the Successor Company and not to the Borrower), and may exercise every right and power of, and shall

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have every obligation of, the Borrower under this Agreement and the other Credit Documents with the same effect as if such Successor Company had been named as the Borrower herein.

(i)any (A) Restricted Domestic Subsidiary or any (B) Restricted Non-Domestic Subsidiary may consolidate or merge with or into or wind up into (whether or not such Restricted Subsidiary is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person if:

(i)either: (x) (A) in the case of clause (A) above, such Restricted Domestic Subsidiary is the surviving Person or (B) in the case of clause (B) above, such Restricted Non-Domestic Subsidiary is the surviving Person or (y) the Person formed by or surviving any such consolidation or merger (if other than the Borrower) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a Person (A) in the case of clause (A) above, organized or existing under the laws of the United States, any state or territory thereof of, the District of Columbia if such Restricted Subsidiary is a Restricted Domestic Subsidiary or (B) in the case of clause (B) above, not organized or existing under the laws of the United States, any state or territory thereof of, the District of Columbia if such Restricted Subsidiary is a Restricted Non-Domestic Subsidiary (such Person, as the case may be, being herein called the “Successor Restricted Subsidiary”),

(ii)the Successor Restricted Subsidiary, if other than such Restricted Subsidiary, expressly assumes all the obligations (if any) of such Restricted Subsidiary under the Credit Documents pursuant to documentation reasonably satisfactory to the Administrative Agent,

(iii)immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Restricted Subsidiary or any of its Restricted Subsidiaries as a result of such transaction as having been incurred by the Successor Restricted Subsidiary or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing,

(iv)immediately after giving effect on a Pro Forma Basis to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the applicable four-quarter period, the ratio of the Consolidated EBITDA to Consolidated Interest Expense for the Borrower and its Restricted Subsidiaries would be greater than such ratio for the Borrower and its Restricted Subsidiaries immediately prior to such transaction,

(v)notwithstanding anything to the contrary contained in any other provision hereof, to the extent any assets of the Person which is merged or consolidated with or into the Successor Restricted Subsidiary are assets of the type which would constitute Collateral under the Security Documents, the Successor Restricted Subsidiary will take such action as may be reasonably requested by the Administrative Agent to the extent necessary to cause such property and assets to be made subject to the Liens under the Collateral Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the Security Documents; and

(vi)notwithstanding anything to the contrary contained in any other provision hereof, the Collateral owned by or transferred to the Successor Restricted Subsidiary shall (a) continue to constitute Collateral under this Agreement and the Security Documents, (b) be subject to the Lien in favor of the Collateral Agent for the benefit of the Secured Parties, and

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(c)not be subject to any Lien other than Permitted Liens or Liens otherwise permitted hereunder, and

(vii)the Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel reasonably satisfactory to the Administrative Agent, each stating that such consolidation, merger or transfer and such supplemental Guarantee and Security Documents and other documents, if any, comply with this Agreement and covering such other matters as the Administrative Agent shall reasonably request.

Upon the occurrence of any transaction described in this Section 10.3(i), the successor corporation formed by such transaction shall succeed to, and be substituted for (so that from and after the date of such transaction, the provisions of this Agreement, referring to the Borrower shall refer instead to the Successor Restricted Subsidiary and not to the Borrower), and may exercise every right and power of, and shall have every obligation of, the Restricted Subsidiary survived by such Successor Restricted Subsidiary under this Agreement and the other Credit Documents with the same effect as if such Successor Restricted Subsidiary had been named as such survived Restricted Subsidiary herein.

10.4Limitation on Sale of Assets. The Borrower will not, and the Borrower will not permit any of its Restricted Subsidiaries to, (i) convey, sell, lease, license, assign, transfer or otherwise dispose of, any of its property, business or assets (including receivables, intellectual property and leasehold interests), whether now owned or hereafter acquired or (ii) sell to any Person (other than the Borrower or a Restricted Subsidiary) any shares owned by it of any Restricted Subsidiary’s Stock and Stock Equivalents, except that:

(a)the Borrower and the Restricted Subsidiaries may sell, transfer or otherwise dispose of (i) inventory, (ii) obsolete or surplus equipment and vehicles in the ordinary course of business, (iii) Permitted Investments and (iv) assets for the purposes of charitable contributions or similar gifts to the extent such assets are not material to the ability of the Borrower and its Restricted Subsidiaries, taken as a whole, to conduct its business in the ordinary course;

(b)the Borrower and the Restricted Subsidiaries may sell, transfer or otherwise dispose of assets (including, without limitation, any Stock or Stock Equivalents in any Restricted Subsidiary whether pursuant to an initial public offering or otherwise) (each of the foregoing, a “Disposition”), for fair value; provided that: (i) after giving effect to any such sale, transfer or disposition, no Default or Event of Default shall have occurred and be continuing, (ii) with respect to any Disposition pursuant to this clause (b) for a purchase price in excess of $10,000,000, the Person making such Disposition shall receive not less than 75% of such consideration in the form of cash or Permitted Investments, and (iii) any non-cash proceeds received are pledged to the Collateral Agent to the extent required under Section 9.12 (provided that such obligation under this clause (iii) shall not be required for so long as the Consolidated Total Debt to Consolidated EBITDA Ratio is less than or equal to 3.0 to 1.0); provided that the amount of (A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Obligations (in the case of the Borrower) or the Guarantee (in the case of such Restricted Subsidiary), that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (B) any securities or promissory notes or other evidence of indebtedness or similar documentation received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Disposition (provided that the requirement that such amounts be converted into cash within 180 days following the closing of such Disposition

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shall not be required for so long as the Consolidated Total Debt to Consolidated EBITDA Ratio is less than or equal to 3.0 to 1.0 at the time of such Disposition), and (C) any Designated Non-Cash Consideration received by the Borrower or such Restricted Subsidiary in such Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not to exceed 5.0% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the Fair Market Value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash for purposes of Section 10.4(b)(ii), and for no other purpose;

(c)(i) the Borrower and the other Credit Parties may make Dispositions (including in connection with any Sale Leasebacks) to the Borrower or any other Credit Party, (ii) any Restricted Domestic Subsidiary that is not a Credit Party may make Dispositions (including in connection with any Sale Leasebacks) to the Borrower or any Restricted Domestic Subsidiary, (iii) any Restricted Non-Domestic Subsidiary may make Dispositions (including in connection with any Sale Leasebacks) to any other Restricted Non-Domestic Subsidiary, (iv) any Restricted Non-Domestic Subsidiary may make Dispositions (including in connection with any Sale Leasebacks) to the Borrower and any Restricted Domestic Subsidiary that is a Credit Party and (v) any Restricted Non-Domestic Subsidiary may make Dispositions (including in connection with any Sale Leasebacks) to a Restricted Domestic Subsidiary that is not a Credit Party and (vi) the Borrower or any Credit Party may make Dispositions (including in connection with any Sale Leaseback) to any Restricted Subsidiary that is not a Credit Party, provided that, if the aggregate proceeds of such Dispositions under clause (vi) exceeds $40,000,000, such Disposition under this clause (vi) shall be consummated for fair value as determined at the time of consummation in good faith by the Borrower or such Credit Party (which such determination may take into account any retained interest or other Investment of the Borrower or such Credit Party in connection with, and any other material economic terms of, such Disposition part of a Sale Leaseback);

(d)the Borrower and any Restricted Subsidiary may effect any (i) transaction permitted by Section 10.3, 10.5 (including, for the avoidance of doubt, Dispositions of cash, Stock or other consideration in connection with Permitted Acquisitions) or 10.6 and (ii) assignment of any intercompany lease, sublease or license and/or any right, title and interest under any intercompany lease, sublease or license, as collateral, to the extent a Lien thereon is also permitted under Section10.2(b), 10.2(c) or 10.2(s), and (iii) any issuance of or sale of Stock or Stock Equivalents of any Restricted Subsidiary as consideration for any Permitted Acquisition;

(e)the Borrower and the Restricted Subsidiaries may lease, sublease, license or sublicense (on a non-exclusive basis with respect to any intellectual property) real, personal or intellectual property in the ordinary course of business;

(f)the Borrower and the Restricted Subsidiaries may effect Dispositions of property (including like-kind exchanges) to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property, in each case under Section 1031 of the Code or otherwise;

(g)the Borrower and the Restricted Subsidiaries may effect Dispositions of Investments in joint ventures (regardless of the form of legal entity) to the extent required by, or made pursuant to, customary buy/sell arrangements (including, without limitation, any puts, calls or

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deadlock buyouts) between the joint venture parties set forth in joint venture arrangements and similar binding arrangements;

(h)the Borrower and the Restricted Subsidiaries may effect Dispositions listed on Schedule 10.4 (“Scheduled Dispositions”);

(i)the Borrower and the Restricted Subsidiaries may effect transfers of property which constitute a Casualty Event;

(j)(i) the Borrower and the Restricted Subsidiaries may effect Dispositions of delinquent accounts receivable in the ordinary course of business in connection with the collection or compromise thereof and (ii) any Restricted Non-Domestic Subsidiary may effect Dispositions of accounts receivable at a discount in a factoring arrangement or otherwise, provided that the value of such accounts receivable (as determined by the Borrower) Disposed of pursuant to this clause (ii) shall not exceed $100,000,000 for any four consecutive quarter period;

(k)the Borrower and the Restricted Subsidiaries may effect the unwinding of any Hedge Agreement;

(l)the Borrower and the Restricted Subsidiaries may effect a Disposition of any asset between or among the Borrower and/or its Restricted Subsidiaries as a substantially concurrent interim Disposition in connection with a Disposition otherwise permitted pursuant to clauses (a) through (k) above and (n);

(m)any Restricted Subsidiary may effect sales of Student Loans in Permitted Student Loan Securitization Transactions;

(n)the Borrower and the Restricted Subsidiaries may effect Sale Leasebacks (in addition to those permitted under clause (c) above) so long as such transactions are consummated for fair value as determined at the time of consummation in good faith by the Borrower or such Restricted Subsidiary (which such determination may take into account any retained interest or other Investment of the Borrower or such Restricted Subsidiary in connection with, and any other material economic terms of, such transactions); and

(o)the Borrower and the Restricted Subsidiaries may effect Dispositions of the Stock or assets of any Unrestricted Subsidiary.

Notwithstanding any of the foregoing, the restrictions on Dispositions set forth in this Section 10.4 shall not apply to any Disposition or series of related transactions relating to such Disposition if the aggregate Fair Market Value of such assets subject to the Disposition is less than

$10,000,000.

10.5Limitation on Investments. The Borrower will not, and the Borrower will not permit any of its Restricted Subsidiaries to, make any Investment except:

(a)extensions of trade credit in the ordinary course of business;

(b)Investments that were Permitted Investments when such Investments were

made;

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(c)loans and advances to officers, directors and employees of the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes (including employee payroll advances), (ii) in connection with such Person’s purchase of Stock or Stock Equivalents of the Borrower (or any direct or indirect parent thereof; provided that, to the extent such loans and advances are made in cash, the amount of such loans and advances used to acquire such Stock or Stock Equivalents shall be contributed to the Borrower in cash) and (iii) for purposes not described in the foregoing subclauses (i) and (ii); provided that the aggregate principal amount outstanding pursuant to subclause (iii) shall not exceed $10,000,000;

(d)Investments existing on, or made pursuant to legally binding written commitments in existence on, the Closing Date, as set forth on Schedule 10.5 and any extensions, renewals or reinvestments thereof, so long as the amount of any Investment made pursuant to this clause (d) is not increased at any time above the amount of such Investment set forth on Schedule10.5;

(e)Investments received in connection with the bankruptcy or reorganization of suppliers or customers and in settlement of delinquent obligations of, and other disputes with, customers arising in the ordinary course of business or upon foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment;

(f)Investments to the extent that payment for such Investments is made with Stock or Stock Equivalents of Holdings or of the Borrower or, in the case of Permitted Acquisitions, with Stock or Stock Equivalents of a Restricted Non-Domestic Subsidiary;

(g)Investments

(i)by the Borrower or any Restricted Subsidiary in any Credit Party;

(ii)between or among Restricted Domestic Subsidiaries that are not Credit

Parties;

(iii)between or among Restricted Non-Domestic Subsidiaries;

(iv)by Restricted Non-Domestic Subsidiaries in Restricted Domestic Subsidiaries or the Borrower;

(v)consisting of intercompany Investments by the Borrower or any Restricted Domestic Subsidiary in any Restricted Non-Domestic Subsidiary incurred in the ordinary course of business in connection with cash management operations (including with respect to intercompany self-insurance arrangements), or in connection with or for use for general working capital purposes, capital expenditures, to service Indebtedness, to finance acquisitions or Investments or to fund losses at Restricted Subsidiaries; provided that: (A) any intercompany Investment being made by a Credit Party in a Restricted Non-Domestic Subsidiary shall be in the form of, and documented as, a loan or advance (other than such intercompany Investments, including Investments consisting of Stock or Stock Equivalents of such Credit Party (other than Disqualified Stock)); (B) the Borrower or such Restricted Subsidiary making such loan or advance shall comply with Section 9.12 to the extent applicable, and with Section10.1(b); and (C) the gross aggregate amount of such intercompany Investments made after the Closing Date shall not exceed the sum of (i) $150,000,000, plus (ii) with respect to any Investments from the Borrower or any Restricted Domestic Subsidiary to a Restricted

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Non-Domestic Subsidiary, (a) such amounts that may from time to time after the Closing Date be paid from Restricted Non-Domestic Subsidiaries to the Borrower and Restricted Domestic Subsidiaries (whether in the form of intercompany loan repayments, dividends, or payments of management fees, royalties or other charges), less (b) amounts of intercompany Investments made by the Borrower or any Restricted Domestic Subsidiary in any Restricted Non-Domestic Subsidiary pursuant to this Section 10.5(g)(v)(C)(ii);

(vi)by Credit Parties in any Restricted Subsidiary that is not a Credit Party, to the extent that the aggregate amount of all Investments made on or after the Closing Date pursuant to this clause (vi), valued at the fair market value (determined by the Borrower acting in good faith) of each such Investment at the time each such Investment was made, is not in excess of (w) $20,000,000 plus (x) the Applicable Equity Amount at such time plus (y) to the extent the Consolidated Total Debt to Consolidated EBITDA Ratio is not greater than 4.75 to 1.00, both before and after giving effect, on a Pro Forma Basis, to the making of such Investment, the Applicable Amount at such time;

(vii)by Credit Parties in any Restricted Subsidiary that is not a Credit Party so long as such Investment is part of a series of simultaneous Investments by Restricted Subsidiaries in other Restricted Subsidiaries that result in the proceeds of the initial Investment being invested in one or more Credit Parties;

(viii)any Investment permitted under Section 10.4(c); and

(ix)any intercompany hedging arrangements, such as back-to-back hedging agreements, not entered into for speculative purposes.

provided, however, that notwithstanding anything to the contrary in this clause (g), this clause (g) shall not permit a direct or indirect Investment by a Credit Party in a Non-Domestic Subsidiary except pursuant to clauses (g)(v), (vi), (viii) and (ix);

(h)Investments constituting Permitted Acquisitions (including any Foreign

Acquisitions);

(i)Investments constituting non-cash proceeds of Dispositions of assets to the extent permitted by Section 10.4;

(j)Investments made to repurchase or retire Stock or Stock Equivalents of the Borrower or any direct or indirect parent thereof owned by any employee or any stock ownership plan or key employee stock ownership plan of the Borrower (or any direct or indirect parent thereof) in an aggregate amount, when combined with distributions made pursuant to Section 10.6(b), not to exceed $35,000,000 in any Fiscal Year;

(k)Investments consisting of any Restricted Payments permitted under Section

10.6owed to the Borrower by Restricted Subsidiaries.

(l)loans and advances to any direct or indirect holding company of the Borrower in lieu of, and not in excess of the amount of, dividends to the extent permitted to be made to such parent in accordance with Section 10.6(c) or Section 10.6(i);

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(m)Investments in the ordinary course of business consisting of endorsements for collection or deposit and customary trade arrangements with customers consistent with past practices;

(n)advances of payroll payments to employees in the ordinary course of

business;

(o)Guarantee Obligations of (x) the Borrower or any Restricted Subsidiary (i) of leases (other than Capital Leases) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business, (ii) permitted under Section 10.1(aa) with respect to any Indebtedness of Restricted Non-Domestic Subsidiaries, (iii) with respect to any Cash Management Programs of the Borrower or any Restricted Domestic Subsidiary and (iv) permitted under Section 10.1(e) and (y) Restricted Non-Domestic Subsidiaries with respect to any Cash Management Programs of any Restricted Non-Domestic Subsidiary;

(p)Investments held by a Person acquired (including by way of merger or consolidation) after the Closing Date otherwise in accordance with this Section 10.5 to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation;

(q)Investments in Hedge Agreements permitted by Section 10.1;

(r)intercompany transfers of creditor positions in respect of Indebtedness outstanding pursuant to Sections 10.1(a), 10.1(b), 10.1(g) or 10.1(i);

(s)other Investments (including but not limited to (A) minority Investments and Investments in Unrestricted Subsidiaries, (B) Investments in joint ventures (regardless of the form of legal entity) or similar Persons that do not constitute Restricted Subsidiaries and (C) Investments in Subsidiaries that are not Credit Parties), which outstanding Investments when aggregated with (i) all aggregate principal amounts paid pursuant to Section 10.7(a)(i) from the Closing Date and (ii) all loans and advances made to any direct or indirect holding company of the Borrower pursuant to Section 10.5(l) in lieu of dividends permitted by Section 10.6(c) and (iii) all dividends paid pursuant to Section 10.6(c), shall not exceed at the time such Investment is made an amount equal to (x) $200,000,000 plus (y) the Applicable Equity Amount at such time plus (z) to the extent the Consolidated Total Debt to Consolidated EBITDA Ratio is not greater than 4.75 to 1.00, both before and after giving effect, on a Pro Forma Basis, to the making of such Investment, the Applicable Amount at the time such Investment is made;

(t)Investments consisting of licensing of intellectual property pursuant to joint marketing arrangements with other Persons in the ordinary course of business;

(u)Investments arising from the creation, holding or sale of Student Loans made by any Restricted Subsidiary in the ordinary course of business, including, without limitation, the Investment arising from any guarantee by any Restricted Subsidiary of student loans offered pursuant to any student loan program to students of such Restricted Subsidiary;

(v)Investments by the Borrower or any Restricted Subsidiary in any Affiliate of the Borrower that is controlled by Holdings or in Holdings; provided that the aggregate amount of Investments at any time outstanding pursuant to this clause (v), when taken together with the

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aggregate amount of dividends paid pursuant to Section 10.6(d)(iii)(B), shall not exceed

$25,000,000;

(w)Permitted Limited Investments up to the Maximum Permitted Investment/Lien Amount as calculated immediately prior to such Permitted Limited Investments ; and

(x)other Investments so long as, both immediately before and after giving effect to any such Investment, the Consolidated Total Debt to Consolidated EBITDA Ratio is less than or equal to 3.00 to 1.00.

In the event that any Investment meets the criteria of more than one of the categories of Investment described in clauses (a) through (x) above, the Borrower may select which such category shall apply to such Investment and may, in its sole discretion, divide the Investment among multiple available categories pursuant to more than one of the above clauses.

10.6Limitation on Restricted Payments. The Borrower will not declare or pay any dividends (other than dividends payable solely in its Stock) or return any capital to its stockholders or make any other distribution, payment or delivery of property or cash to its stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for consideration, any shares of any class of its Stock or Stock Equivalents or the Stock or Stock Equivalents of any direct or indirect parent now or hereafter outstanding, or set aside any funds for any of the foregoing purposes, or permit any of the Restricted Subsidiaries to purchase or otherwise acquire for consideration any Stock or Stock Equivalents of the Borrower, now or hereafter outstanding (all of the foregoing, “Restricted Payments”); provided that, so long as no Default or Event of Default exists or would exist after giving effect thereto:

(a)the Borrower may redeem in whole or in part any of its Stock or Stock Equivalents for another class of its Stock or Stock Equivalents or with proceeds from substantially concurrent equity contributions or issuances of new Stock or Stock Equivalents, provided that such new Stock or Stock Equivalents contain terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the Stock or Stock Equivalents redeemed thereby;

(b)the Borrower may in an aggregate amount, when combined with amounts paid pursuant to Section 10.5(j), not to exceed $30,000,000 in any Fiscal Year (with unused amounts in any Fiscal Year being carried over to succeeding Fiscal Years subject to a maximum of

$120,000,000 in any Fiscal Year), repurchase its Stock or Stock Equivalents held by any present or former officer, director or employee (or their respective Affiliates, estates or immediate family members) of the Borrower and its Subsidiaries or any parent thereof, so long as such repurchase is pursuant to, and in accordance with the terms of, or pursuant to, management and/or employee stock plans, stock subscription agreements or shareholder agreements or any other management or employee benefit plan or agreement;

(c)the Borrower may declare and pay dividends and make other Restricted Payments; provided that the amount of all such dividends paid from the Closing Date pursuant to this clause (c), when aggregated with (i) all aggregate principal amounts paid pursuant to Section10.7(a)(i) from the Closing Date and (ii) (A) all loans and advances made to any direct or indirect holding company of the Borrower pursuant to Section 10.5(l) in lieu of dividends permitted by this clause (c) and (B) all Investments made pursuant to Section 10.5(s), shall not exceed an amount equal to (x) (I) at any time at which the Consolidated Total Debt to Consolidated EBITDA Ratio

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would be equal to or less than 4.75 to 1.00 but greater than 3.75 to 1.00 (giving effect on a Pro Forma Basis to such dividend) $75,000,000, or (II) at any time at which the Consolidated Total Debt to Consolidated EBITDA Ratio would be equal to or less than 3.75 to 1.00 (giving effect on a Pro Forma Basis to such dividend), $150,000,000) plus (y) the Applicable Equity Amount plus (z) to the extent the Consolidated Total Debt to Consolidated EBITDA Ratio is not greater than 4.75 to 1.00, both before and after giving effect, on a Pro Forma Basis, to the payment of such dividend, the Applicable Amount at the time such dividends are paid;

(d)the Borrower may declare and pay dividends and make other Restricted

Payments:

(i)the proceeds of which shall be used to allow any direct or indirect holding company of the Borrower to pay (A) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business and attributable to the ownership or operations of the Borrower or its Subsidiaries, (B) any reasonable and customary indemnification claims made by directors or officers of the Borrower (or any parent thereof) attributable to the ownership or operations of the Borrower and its Restricted Subsidiaries or (C) fees and expenses otherwise due and payable by the Borrower or any of its Restricted Subsidiaries and permitted to be paid by the Borrower or such Restricted Subsidiary under this Agreement;

(ii)the proceeds of which shall be used to pay franchise and excise taxes and other fees, taxes and expenses required to maintain the corporate existence of any direct or indirect holding company of the Borrower that holds no material assets other than Stock in the Borrower;

(iii)(A) to any direct or indirect holding company of the Borrower to finance any Investment permitted to be made by the Borrower or a Restricted Subsidiary pursuant to Section 10.5; provided that (x) such Restricted Payment shall be made substantially concurrently with the closing of such Investment, or at such later date as indicated at the time such Restricted Payment is paid, (y) such parent shall, immediately following the closing thereof, cause (1) all property acquired (whether assets, Stock or Stock Equivalents) to be contributed to the Borrower or such Restricted Subsidiary or (2) the merger (to the extent permitted in Section 10.5) of the Person formed or acquired into the Borrower or any of its Restricted Subsidiaries and (z) the Borrower shall comply with Sections 9.11 and 9.12 to the extent applicable and (B) to Holdings to enable Holdings to make any Investment in any Affiliate of the Borrower that is controlled by Holdings; provided that (x) such dividend shall be made substantially concurrently with the closing of such Investment, or at such later date as indicated at the time such dividend is paid, and (y) the aggregate amount of dividends paid pursuant to this clause (d)(iii)(B), when aggregated with the aggregate amount of outstanding Investments made pursuant to Section10.5(v), shall not exceed $25,000,000;

(iv)the proceeds of which shall be used to pay customary costs, fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering or acquisition permitted by this Agreement payable by the Borrower or its Restricted Subsidiaries and permitted to be paid by the Borrower or its Restricted Subsidiaries by this Agreement; and

(v)for any period during which the Borrower is a member of a group filing a consolidated, combined or unitary tax return with a direct or indirect holding company, dividends the proceeds of which will be used to pay Taxes to the extent such Taxes are

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attributable to the income of the Borrower and its Subsidiaries, in amounts not to exceed the amount of the relevant Taxes (including any penalties and interest) that the Borrower would owe if the Borrower were filing a separate tax return (or a separate consolidated, combined or unitary return with its Subsidiaries that are members of the consolidated, combined or unitary group);

(e)the Borrower or any of the Restricted Subsidiaries may (i) pay cash in lieu of fractional shares in connection with any dividend or distribution, split or combination thereof or any Permitted Acquisition and (ii) honor any conversion of convertible Indebtedness or convertible securities and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Indebtedness or convertible securities in accordance with its terms;

(f)the Borrower may declare and pay dividends on the Borrower’s common stock and may make other Restricted Payments of up to the greater of (x) 6% per annum of the net proceeds received by or contributed to the Borrower in or from the IPO to the extent such net proceeds are not utilized in connection with other transactions permitted by Section 10.5, 10.6 or

10.7and (y) 5% per annum of the Market Capitalization;

(g)the Borrower may make Restricted Payments in an amount equal to withholding or similar Taxes payable or expected to be payable by any present or former employee, director, manager or consultant (or their respective Affiliates, estates or immediate family members) and any repurchases of Stock or Stock Equivalents in consideration of such payments including deemed repurchases in connection with the exercise of stock options;

(h)the Borrower may declare and pay dividends and make other Restricted Payments on its Qualified Preferred Stock; provided, that the aggregate amount of dividends and other Restricted Payments made pursuant to this clause (h) shall not exceed $40,000,000;

(i)other Restricted Payments so long as, both immediately before and after giving effect to any such Restricted Payment, the Consolidated Total Debt to Consolidated EBITDA Ratio is less than or equal to 2.50 to 1.00; and

(j)other Restricted Payments of net cash proceeds from Dispositions so long as, both immediately before and after giving effect to any such Restricted Payment, the Consolidated Total Debt to Consolidated EBITDA Ratio is less than or equal to 3.00 to 1.00.

(k)Notwithstanding anything to the contrary contained in this Section 10 (including Section 10.5 and this Section 10.6), the Borrower will not permit any of its non-wholly-owned Restricted Subsidiaries to, pay any dividends or distributions on any class or series of Stock unless the Borrower or Restricted Subsidiaries receive, or shall have received, or unless any such non-wholly-owned Restricted Subsidiaries shall accrue, an amount at least equal to the pro rata share of such dividends or distributions that would have been paid to the Borrower or any Restricted Subsidiaries if such dividends or distributions were paid based on the direct or indirect percentage ownership interest in such class of Stock held by the Borrower or by the Restricted Subsidiary that holds equity in the Restricted Subsidiary paying such dividend or distribution. For purposes of this Section 10.6(k) only, fees or royalty payments received from (or accrued by) the applicable non-wholly owned Subsidiary by the Borrower or by any Restricted Subsidiary shall also be deemed to be dividends or distributions to the extent the third-party minority owners of such non-wholly owned Subsidiary have a right to receive (and do receive) a payment, in the form of a dividend or distribution, that is not greater than the amount that would be proportional to the fee or royalty payment paid to the Borrower or any Restricted Subsidiaries,

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based on their respective ownership interests of the third-party minority owners and the Borrower or any Restricted Subsidiaries (whether direct or indirect) in such non-wholly owned Subsidiary.

(l)So long as no Default or Event of Default is continuing or would result therefrom, the Borrower may redeem in whole or in part any of its Stock or Stock Equivalents previously issued to any Person as consideration in connection with a Permitted Acquisition (such Stock or Stock Equivalents, the “Specified Stock Consideration”) for cash; provided that (i) the cash paid to redeem such Specified Stock Consideration, when aggregated with all other cash payments made for such Specified Stock Consideration shall not exceed the value attributed to such Specified Stock Consideration at the time of such Permitted Acquisition (with such adjustments to such valuation to give effect to any applicable currency fluctuations between the date of issuance of such Specified Stock Consideration and the date of redemption), and (ii) the issuance of such Specified Stock Consideration to such Person in connection with such Permitted Acquisition shall be deemed, for all purposes hereunder after such redemption, to have been a cash payment in respect of such Permitted Acquisition made on the date of issuance in an amount equal to the cash paid to redeem such Specified Stock Consideration.

Nothing in this Agreement shall restrict or prohibit the conversion of any Indebtedness, Preferred Stock (including the Qualified Preferred Stock) or Disqualified Stock into common stock of the Borrower from time to time, such conversion shall not constitute a “Restricted Payment” for purposes of this Section 10.6 and such conversion shall be permitted under this Section 10.6.

Notwithstanding anything to the contrary herein, (a) Section 10.6 shall not prohibit the consummation of any redemption, purchase, defeasance, dividend, distribution or other payment, if as of the date of the delivery of irrevocable and legally effective notice or declaration thereof, such redemption, purchase, defeasance, dividend, distribution or other payment would have been permitted under this Section 10.6 and (b) for purposes of compliance with this Section 10.6, in the event that a Restricted Payment meets the criteria of more than one of the categories of Restricted Payments described above, the Borrower shall, in its sole discretion, classify or divide such Restricted Payment (or portion thereof) in any manner that complies with this Agreement.

10.8Limitations on Debt Payments and Amendments.

(a)The Borrower will not, and the Borrower will not permit any of its Restricted Subsidiaries to, prepay, repurchase or redeem or otherwise defease any Permitted Additional Debt that is subordinated to the Obligations; provided, however, without limiting the prepayments, repurchases, redemptions and defeasances permitted pursuant to Section 10.1(z), that so long as no Default or Event of Default shall have occurred and be continuing at the date of such prepayment, repurchase, redemption or other defeasance or would result therefrom, the Borrower or any Restricted Subsidiary may prepay, repurchase or redeem such Permitted Additional Debt:

(i)in an aggregate amount from the Closing Date, when aggregated with

(A) the aggregate amount of dividends paid pursuant to Section 10.6(c) from the Closing Date and (B) all (I) Investments made pursuant to Section 10.5(s) and (II) loans and advances to any direct or indirect holding company of the Borrower made pursuant to Section 10.5(l), not in excess of the sum of (1) $125,000,000 plus (2) the Applicable Equity Amount at the time of such prepayment, repurchase or redemption plus (3) to the extent the Consolidated Total Debt to Consolidated EBITDA Ratio is not greater than 4.75 to 1.00, both before and after giving effect,

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on a Pro Forma Basis, to the making of such prepayment, repurchase or redemption, the Applicable Amount at the time of such prepayment, repurchase or redemption;

(ii)with the proceeds of other Permitted Additional Debt; and

(iii)in any amount so long as, both immediately before and after giving effect to any such prepayment, repurchase, redemption or defeasance, the Consolidated Total Debt to Consolidated EBITDA Ratio is less than or equal to 2.50 to 1.00.

(b)Notwithstanding anything in this Agreement to the contrary, to the extent that the prepayment, repurchase or redemption pursuant to this Section 10.7 is made from the proceeds of or in exchange for other Indebtedness (other than Indebtedness hereunder) incurred by the Borrower or its Restricted Subsidiaries, such Indebtedness shall be subject to subordination provisions on terms at least as favorable to the Lenders as the Indebtedness being prepaid, repurchased, or redeemed.

(c)The Borrower will not waive, amend or modify any Permitted Additional Debt that is subordinated to the Obligations or any 2025 Notes, in each case, to the extent that any such waiver, amendment, or modification would be adverse to the Lenders in any material respect. For avoidance of doubt, this Section 10.7 shall not limit or restrict the prepayment, repurchase, redemption or defeasance of the 2025 Notes.

(d)For the avoidance of doubt, nothing in this Section 10.7 shall restrict the making of any “AHYDO catch-up payment” in respect of any Indebtedness permitted under Section

10.1 and any such “AHYDO catch-up payment” shall not reduce the amounts otherwise available under Section 10.7(a)(i) above.

Notwithstanding anything to the contrary herein, Section 10.7 shall not prohibit the consummation of any prepayment, repurchase, redemption or defeasance, if as of the date of the delivery of irrevocable and legally effective notice thereof, such prepayment, repurchase, redemption or defeasance would have been permitted under this Section 10.7.

10.9Changes in Business. The Borrower and the Restricted Subsidiaries, taken as a whole, will not fundamentally and substantively alter the character of their business, taken as a whole, from the business conducted by the Borrower and the Restricted Subsidiaries, taken as a whole, on the Closing Date and other business activities reasonably incidental or related to any of the foregoing.

10.10Financial Covenant. Solely with respect to the Revolving Credit Loans, the Borrower will not permit the Consolidated Senior Secured Debt to Consolidated EBITDA Ratio as of (and only as of) the last day of a Test Period (commencing with the Test Period ending December 31, 2019) to exceed 3.50 to 1.00, provided that, if the Consolidated Total Debt to Consolidated EBITDA Ratio is less than or equal to 4.75 to 1.00 as of the last day of a Test Period and less than 25% of the Revolving Credit Facility is utilized (whether in the form of Revolving Credit Loans of any currency, Swingline Loans, Letters of Credit or otherwise) as of the last day of the applicable Test Period, the financial covenant set forth herein shall not apply or be tested as of such date.

10.11Use of Proceeds. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (a) in furtherance of an offer, payment, promise to pay, or authorization of the payment

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or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws,

(b) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, business or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, the United Kingdom or in a European Union member state, or (c) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

SECTION 11. Events of Default. “Event of Default” means the occurrence of any of

the following:

11.1Payments. The Borrower shall (i) default in the payment when due of any principal of the Loans or (ii) default, and such default shall continue for five or more days, in the payment when due of any interest on the Loans or any Fees or any Unpaid Drawings or of any other amounts owing hereunder or under any other Credit Document.

11.2Representations, Etc. Any representation, warranty or statement made or deemed made by any Credit Party herein or in any other Credit Document or any certificate delivered or required to be delivered pursuant hereto or thereto shall prove to be untrue in any material respect on the date as of which made or deemed made.

11.3Covenants. Any Credit Party shall:

(i)default in the due performance or observance by it of any term, covenant or agreement contained in Section 9.1(d), Section 9.5 or Section 10, provided that a default as a result of a breach of Section 10.9 shall not constitute an Event of Default with respect to any Term Loans unless and until the Revolving Credit Lenders have declared all amounts outstanding under the Revolving Credit Loans to be immediately due and payable and/or all outstanding Revolving Credit Commitments terminated, in each case in accordance with this Agreement and such declaration has not been rescinded on or before such date; or

(ii)default in the due performance or observance by it of any term, covenant or agreement (other than those referred to in Section 11.1 or 11.2 or 11.3(i)) contained in this Agreement or any Security Document and such default shall continue unremedied and unwaived for a period of at least 30 days; or

11.4Default Under Other Agreements. (i) The Borrower or any of the Restricted Subsidiaries shall (A) default in any payment with respect to any Indebtedness (other than the Obligations) in excess of $125,000,000 in the aggregate, for the Borrower and such Restricted Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created, the effect of which payment default is to cause, or permit the holder or holders of such Indebtedness (or trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity or (B) default in the observance or performance of any agreement or condition relating to any such Indebtedness in excess of $125,000,000 or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements), the effect of which default or other event or condition in this clause (B) is to cause, or permit the holder or holders of such Indebtedness (or trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or

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redeem such Indebtedness to be made, prior to its stated maturity, provided that such default pursuant to this clause (B) shall be cured under this Agreement if the default under such other Indebtedness has been remedied, cured or waived by the holders thereof (or such holders’ agent) in accordance with the terms of such Indebtedness; or (ii) without limiting the provisions of clause (i) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements), prior to the stated maturity thereof, provided that this clause (ii) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness.

11.5Bankruptcy, Etc. The Borrower or any Specified Subsidiary shall commence a voluntary case, proceeding or action concerning itself under (i) Title 11 of the United States Code entitled “Bankruptcy,” or (ii) in the case of any Non-Domestic Subsidiary that is a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Subsidiary and the petition is not controverted within 30 days after commencement of the case, proceeding or action; or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Subsidiary and the petition is not dismissed within 60 days after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code), judicial manager, receiver, receiver manager, trustee, administrator or similar person is appointed for, or takes charge of, all or substantially all of the property of the Borrower or any Specified Subsidiary; or the Borrower or any Specified Subsidiary commences any other voluntary proceeding or action under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, administration or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Borrower or any Specified Subsidiary; or there is commenced against the Borrower or any Specified Subsidiary any such proceeding or action that remains undismissed for a period of 60 days; or the Borrower or any Specified Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding or action is entered; or the Borrower or any Specified Subsidiary suffers any appointment of any custodian, receiver, receiver manager, trustee, administrator or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or the Borrower or any Specified Subsidiary makes a general assignment for the benefit of creditors; or any corporate action is taken by the Borrower or any Specified Subsidiary for the purpose of effecting any of the foregoing.

11.6ERISA. (i) (A) Any Plan shall fail to satisfy the minimum funding standard required for any plan year or part thereof or a waiver of such standard or extension of any amortization period is sought or granted under Section 412 of the Code; any Plan is or shall have been terminated or is the subject of termination proceedings under ERISA (including the giving of written notice thereof); an event shall have occurred or a condition shall exist in either case entitling the PBGC to terminate any Plan or to appoint a trustee to administer any Plan (including the giving of written notice thereof); any Plan shall have an accumulated funding deficiency (whether or not waived); the Borrower or any ERISA Affiliate has incurred or is likely to incur a liability to or on account of a Plan under Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or

4975 of the Code (including the giving of written notice thereof) or (B) any Foreign Plan shall fail to be in material compliance with the terms of such Foreign Plan and applicable law, or any material contribution or other material payment with respect to any Foreign Plan has not been made in full or there is any material funding deficiencies under any Foreign Plan; and (ii) there could result from any event or events set forth in clause (i) (A) or (B) of this Section 11.6 the imposition of a lien, the granting

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of a security interest, or a liability, or the reasonable likelihood of incurring a lien, security interest or liability and (iii) such lien, security interest, or liability would or would be reasonably likely to have a Material Adverse Effect.

11.7Guarantee. Any Guarantee provided by any Credit Party or any material provision thereof shall cease to be in full force or effect (other than pursuant to the terms hereof and thereof) or any such Guarantor thereunder or any other Credit Party shall deny or disaffirm in writing any such Guarantor’s obligations under the Guarantee.

11.8Pledge Agreement. Any Pledge Agreement pursuant to which the Stock or Stock Equivalents of the Borrower or any Subsidiary is pledged or any material provision thereof shall cease to be in full force or effect (other than pursuant to the terms hereof or thereof or any perfection defect arising solely as a result of the failure of the Collateral Agent to maintain any possessory collateral) or any pledgor thereunder or any other Credit Party shall deny or disaffirm in writing any pledgor’s obligations under any Pledge Agreement.

11.9Security Agreement. Any Security Agreement pursuant to which the assets of the Borrower or any Subsidiary are pledged as Collateral, or the U.S. Institution Subsidiary Collateral Agreement, or any material provision of any of the foregoing, shall cease to be in full force or effect (other than pursuant to the terms hereof or thereof) or any grantor thereunder or any other Credit Party shall deny or disaffirm in writing any grantor’s obligations under any Security Agreement or the

U.S. Institution Subsidiary Collateral Agreement.

11.10Mortgages. Any Mortgage or any material provision of any Mortgage relating to any material portion of the Collateral shall cease to be in full force or effect (other than pursuant to the terms hereof or thereof) or any mortgagor thereunder or any other Credit Party shall deny or disaffirm in writing any mortgagor’s obligations under any Mortgage.

11.11Judgments. One or more judgments or decrees shall be entered against the Borrower or any of the Restricted Subsidiaries (other than any judgment or decree entered against the Borrower or any of the Restricted Subsidiaries with respect the pending litigation described on Schedule

8.4) involving a liability of $150,000,000 or more in the aggregate for all such judgments and decrees for the Borrower and the Restricted Subsidiaries (to the extent not paid or covered by insurance provided by a carrier not disputing coverage) and any such judgments or decrees shall not have been satisfied, vacated, discharged or stayed or bonded pending appeal within 60 days after the entry thereof.

11.12Change of Control. A Change of Control shall occur.

11.13Subordination. Any Indebtedness of, or Lien on assets of, the Borrower or any Restricted Subsidiary that is subject to subordinations provisions cease, for any reason, to be validly subordinated to the Obligations or to the obligations of, and Liens granted by, the Credit Parties under the Guarantee and the other Security Documents, as the case may be.

Upon the occurrence of any Event of Default, and at any time thereafter, if any Event of Default shall then be continuing, then, by written notice to the Borrower, (a) the Administrative Agent may take any or all actions described below, and (b) upon the written request of the Required Lenders, the Administrative Agent shall take any or all of the following actions, without prejudice to the rights of the Administrative Agent or any other Secured Party to enforce its claims against the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the Borrower, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii), (iii), (iv) and (v) below shall

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occur automatically without the giving of any such notice): (i) declare the Revolving Credit Commitments, Swingline Commitments, Extended Revolving Credit Commitments, if any, and New Term Loan Commitments, if any, terminated, whereupon the Revolving Credit Commitments, Swingline Commitments, Extended Revolving Credit Commitments, if any, and New Term Loan Commitments, if any, of each Lender or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest and fees in respect of any or all Loans and any or all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; (iii) terminate any Letter of Credit that may be terminated in accordance with its terms; (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.5, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding; and/or (v) enforce any or all rights and remedies of the Administrative Agent, the Collateral Agent, and the Secured Parties pursuant to the Credit Documents, including any and all rights and remedies against Collateral.

11.14Allocation of Payments. Any amount received by the Administrative Agent or the Collateral Agent from any Credit Party (or from the proceeds of any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.5 shall be applied (subject to the First Lien Intercreditor Agreement, if any):

(i)first, to the payment of all reasonable and documented costs and expenses incurred by the Administrative Agent or Collateral Agent in connection with a collection or a sale of Collateral or otherwise in connection with any Credit Document, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document on behalf of any Credit Party and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document;

(ii)second, to the Secured Parties, an amount (x) equal to all Obligations (and, for this purpose, “Obligations” includes, solely with respect to any Secured Hedge Agreement entered into by a Restricted Non-Domestic Subsidiary, Secured Obligations (as defined in any Security Agreement and the Pledge Agreement) with respect to such Restricted Non-Domestic Subsidiary) owing to them on the date of any distribution and (y) sufficient to Cash Collateralize all Letter of Credit Outstandings on the date of any distribution, and, if such moneys shall be insufficient to pay such amounts in full and Cash Collateralize all Letter of Credit Outstandings, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the Letter of Credit Outstandings; and

(iii)third, any surplus then remaining shall be paid to the applicable Credit Parties or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct;

provided that any amount applied to Cash Collateralize any Letter of Credit Outstandings that has not been applied to reimburse the Letter of Credit Issuer for Unpaid Drawings under the applicable Letters of Credit at the time of expiration of all such Letters of Credit shall be applied by the Administrative Agent

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in the order specified in clauses (i) through (iii) above. Notwithstanding the foregoing, no amount received from any Guarantor shall be applied to any Excluded Swap Obligation of such Guarantor.

SECTION 12. The Agents.

12.1Appointment.

(a)Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.9 with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and no Borrower, Guarantor or any other Credit Party shall have any rights as a third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent.

(b)The Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each of the Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, the Lenders, the Swingline Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent. Each Lender and Letter of Credit Issuer hereby further authorizes the Administrative Agent and the Collateral Agent, on such Lender or Letter of Credit Issuer’s behalf, to enter into the Debt Allocation Agreement, and each Lender (and Letter of Credit Issuer) agrees to be bound by the terms of the Debt Allocation Agreement.

(c)The Co-Syndication Agents and the Joint Lead Arrangers and Joint Bookrunners, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12.

12.2Delegation of Duties. The Administrative Agent and the Collateral Agent may each execute any of its duties under this Agreement and the other Credit Documents by or through agents, sub-agents, employees or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Each such agent, sub-agent or attorney-in-fact shall be entitled to the benefits of all provisions of this Section 12 (as though such agent, sub-agent or attorney in-fact were the “Administrative Agent” or “Collateral Agent” as applicable, under the Credit Documents) as if set forth in full herein with respect thereto. Neither the Administrative Agent nor the

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Collateral Agent shall be responsible for the negligence or misconduct of any agents, sub-agents, or attorneys-in-fact selected by it in the absence of gross negligence or willful misconduct (as determined in the final judgment of a court of competent jurisdiction).

12.3Exculpatory Provisions. No Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by any of them under or in connection with this Agreement or any other Credit Document (except for its or such Person’s own gross negligence or willful misconduct, as determined in the final judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein) or (b) responsible in any manner to any of the Lenders or any participant for any recitals, statements, representations or warranties made by the Borrower, any Guarantor, any other Credit Party or any officer thereof contained in this Agreement or any other Credit Document or in any certificate, report, statement or other document referred to or provided for in, or received by such Agent under or in connection with, this Agreement or any other Credit Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Credit Document, or the perfection or priority of any Lien or security interest created or purported to be created under the Security Documents, or for any failure of the Borrower, any Guarantor or any other Credit Party to perform its obligations hereunder or thereunder. No Agent shall be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Credit Document, or to inspect the properties, books or records of any Credit Party or Affiliate thereof. The Collateral Agent shall not be under any obligation to the Administrative Agent, any Lender, the Swingline Lender or any Letter of Credit Issuer to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Credit Document, or to inspect the properties, books or records of any Credit Party.

12.4Reliance by Agents. The Administrative Agent and the Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or other document or instruction believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including counsel to the Borrower), independent accountants and other experts selected by the Administrative Agent or the Collateral Agent. The Administrative Agent may deem and treat the Lender specified in the Register with respect to any amount owing hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent and the Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Credit Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Credit Documents in accordance with a request of the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans; provided that the Administrative Agent and Collateral Agent shall not be required to take any action that, in its opinion or in the opinion of its counsel, may expose it to liability or that is contrary to any Credit Document or applicable law. For purposes of determining compliance with the conditions specified in Section 6 and 7 on the Closing Date, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

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12.5Notice of Default. Neither the Administrative Agent nor the Collateral Agent shall be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless the Administrative Agent or Collateral Agent, as applicable, has received notice from a Lender or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”. In the event that the Administrative Agent receives such a notice, it shall give notice thereof to the Lenders and the Collateral Agent. The Administrative Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders, provided that unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders except to the extent that this Agreement requires that such action be taken only with the approval of the Required Lenders or each of the Lenders, as applicable.

12.6Non-Reliance on Administrative Agent, Collateral Agent and OtherLenders. Each Lender expressly acknowledges that neither the Administrative Agent nor the Collateral Agent nor any of their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent or Collateral Agent hereinafter taken, including any review of the affairs of the Borrower, any Guarantor or any other Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent or the Collateral Agent to any Lender, the Swingline Lender, any Letter of Credit Issuer or any other Secured Party. Each Lender, the Swingline Lender, each Letter of Credit Issuer and each other Secured Party confirms to the Administrative Agent, Collateral Agent and each other Lender and each of their respective Related Parties that it (i) possesses (individually or through its Related Parties) such knowledge and experience in financial and business matters that it is capable, without reliance on the Administrative Agent or Collateral Agent, any other Lender or any of their respective Related Parties, of evaluating the merits and risks (including tax, legal, regulatory, credit, accounting and other financial matters) of (x) entering into this Agreement, (y) making Loans and other extensions of credit hereunder and under the other Credit Documents and (z) in taking or not taking actions hereunder and thereunder,

(ii) is financially able to bear such risks and (iii) has determined that entering into this Agreement and

making Loans and other extensions of credit hereunder and under the other Credit Documents is suitable and appropriate for it. Each Lender acknowledges that (i) it is solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with this Agreement and the other Credit Documents, (ii) that it has, independently and without reliance upon the Administrative Agent, Collateral Agent or any other Lender or any of their respective Related Parties, made its own appraisal and investigation of all risks associated with, and its own credit analysis and decision to enter into, this Agreement based on such documents and information, as it has deemed appropriate and (iii) it will, independently and without reliance upon the Administrative Agent, Collateral Agent or any other Lender or any of their respective Related Parties, continue to be solely responsible for making its own appraisal and investigation of all risks arising under or in connection with, and its own credit analysis and decision to take or not take action under, this Agreement and the other Credit Documents based on such documents and information as it shall from time to time deem appropriate, which may include, in each case:

(i)the financial condition, status and capitalization of the Borrower and each other Credit Party;

(ii)the legality, validity, effectiveness, adequacy or enforceability of this Agreement and each other Credit Document and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Credit Document;

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(iii)determining compliance or non-compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit and the form and substance of all evidence delivered in connection with establishing the satisfaction of each such condition;

(iv)the adequacy, accuracy and/or completeness of the information delivered by the Administrative Agent, Collateral Agent, any other Lender or by any of their respective Related Parties under or in connection with this Agreement or any other Credit Document, the transactions contemplated hereby and thereby or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Credit Document.

Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, neither the Administrative Agent nor the Collateral Agent shall have any duty or responsibility to provide any Lender or any other Secured Party with any credit or other information concerning the business, assets, operations, properties, financial condition, prospects or creditworthiness of the Borrower, any Guarantor or any other Credit Party that may come into the possession of the Administrative Agent or Collateral Agent any of their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates.

12.7Indemnification. The Lenders agree to indemnify the Administrative Agent and the Collateral Agent, each in its capacity as such (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respective portions of the Total Credit Exposure in effect on the date on which indemnification is sought (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure in effect immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur, be imposed on, incurred by or asserted against the Administrative Agent or the Collateral Agent in any way relating to or arising out of the Commitments, this Agreement, any of the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral Agent under or in connection with any of the foregoing (including at any time following the payment of the Loans), provided that no Lender shall be liable to the Administrative Agent or the Collateral Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s or the Collateral Agent’s, as applicable, gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction; provided, further, that no action taken in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur, be imposed upon, incurred by or asserted against the Administrative Agent or the Collateral Agent in any way relating to or arising out of the Commitments, this Agreement, any of the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral Agent under or in connection with any of the foregoing (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent and the Collateral Agent upon demand for its ratable

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share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’ continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; provided further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder.

12.8Agents in their Individual Capacity. (a) Each Agent and its Affiliates shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not an Agent or Affiliate thereof and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include each Agent hereunder in its individual capacity. Each Agent and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower, any Guarantor and any other Credit Party or Affiliate thereof as though it were not an Agent hereunder and without any duty to account therefor to the Lenders.

(a)Each Lender understands that each Agent, acting in its individual capacity, and its Affiliates (collectively, such “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to as “Activities”) and may engage in the Activities with or on behalf of one or more of the Credit Parties or their respective Affiliates. Furthermore, each Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Credit Parties and their Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrower, any Guarantor and any other Credit Party or their respective Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Credit Parties or their Affiliates. Each Lender understands and agrees that in engaging in the Activities, an Agent’s Group may receive or otherwise obtain information concerning the Credit Parties or their Affiliates (including information concerning the ability of the Credit Parties to perform their respective Obligations hereunder and under the other Credit Documents) which information may not be available to any of the Lenders that are not members of such Agent’s Group. None of the Agents nor any member of any Agent’s Group shall have any duty to disclose to any Lender or use on behalf of any Lender, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Credit Party or any Affiliate of any Credit Party) or to account for any revenue or profits obtained in connection with the Activities, except that the Agent shall deliver or otherwise make available to each Lender such documents as are expressly required by any Credit Document to be transmitted by the Agent to the Lenders.

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(b)Each Lender further understands that there may be situations where members of any Agent’s Group or their respective customers (including the Credit Parties and their Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Lender (including the interests of the Lenders hereunder and under the other Credit Documents). Each Lender agrees that no member of any Agent’s Group is or shall be required to restrict its activities as a result of the Person serving as an Agent being a member of such Agent’s Group, and that each member of an Agent’s Group may undertake any Activities without further consultation with or notification to any Lender. None of (i) this Agreement nor any other Credit Document, (ii) the receipt by the Agent’s Group of information concerning the Credit Parties or their Affiliates (including information concerning the ability of the Credit Parties to perform their respective Obligations hereunder and under the other Credit Documents) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by any Agent or any member of an Agent’s Group to any Lender including any such duty that would prevent or restrict an Agent’s Group from acting on behalf of customers (including the Credit Parties or their Affiliates) or for its own account.

12.9Successor Agents. Each of the Administrative Agent and Collateral Agent may at any time give notice of its resignation to the Lenders, the Letter of Credit Issuer and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to the consent of the Borrower (not to be unreasonably withheld or delayed) so long as no Default under Section 11.1 or 11.5 is continuing, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and the Letter of Credit Issuer, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appoint, on behalf of the Lenders, a successor Agent, the retiring Agent may notify the Borrower and the Lenders that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and under the other Credit Documents and (ii) any payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraph.    Upon the acceptance of a successor’s appointment as the Administrative Agent or Collateral Agent, as the case may be, hereunder, and upon the (i) transfer by the retiring (or retired) Agent to the successor Agent of all sums, Stock, Stock Equivalents and other items of Collateral held under the Security Documents (as applicable), together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Agent hereunder and under the other Credit Documents, and (ii) execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Documents, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations as Agent hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9). The fees payable by the Borrower (following the effectiveness of such appointment) to such successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other

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Credit Documents, the provisions of this Section 12 (including 12.7) and Section 13.5 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as an Agent. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Section 12.9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent hereunder. Any successor to the Administrative Agent appointed pursuant to this Section 12.9 shall, upon its acceptance of such appointment, become the successor Collateral Agent for all purposes hereunder. After any retiring Collateral Agent’s resignation hereunder as the Collateral Agent, the provisions of this Agreement and the Security Documents shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement or the Security Documents while it was the Collateral Agent hereunder.

Upon the appointment of a successor Administrative Agent pursuant to this Section 12.9, the Lenders from time to time party hereto agree that the successor Administrative Agent shall be entitled to the Register of the resigning Administrative Agent in a form that shall be mutually agreed by such agents at the time of the appointment of the successor Administrative Agent, and each Agent, Credit Party, Lender and other party hereto agrees that the successor Administrative Agent shall be entitled to rely upon such Register without further inquiry and such Register shall be conclusive.

Any resignation by the Administrative Agent pursuant to this Section 12.9 shall also, to the extent the Administrative Agent (or its Affiliate) is also the Swingline Lender hereunder, constitute its resignation as Swingline Lender and upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Swingline Lender and (b) the retiring Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Credit Documents.

In addition to the foregoing, if a Lender becomes, and during the period it remains, a Defaulting Lender or a Potential Defaulting Lender, the Letter of Credit Issuer and/or the Swingline Lender may, at any time, upon giving five Business Days’ prior written notice to the Borrower and the Administrative Agent, resign as Letter of Credit Issuer or Swingline Lender, respectively, effective at the close of business New York time on a date specified in such notice; provided that such resignation by the Letter of Credit Issuer shall have no effect on the validity or enforceability of any Letter of Credit then outstanding or on the obligations of the Borrower or any Lender under this Agreement with respect to any such outstanding Letter of Credit or otherwise to the Letter of Credit Issuer; and provided, further, that such resignation by the Swingline Lender shall have no effect on its rights in respect of any outstanding Swingline Loans or on the obligations of the Borrower or any Lender under this Agreement with respect to any such outstanding Swingline Loan.

12.10Withholding Tax. To the extent required by any applicable law, the Administrative Agent may withhold from any interest payment to any Lender an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any authority of the United States or other jurisdiction asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered, was not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstances that rendered the exemption from, or reduction of, withholding Tax ineffective, or for any other reason), such Lender shall indemnify the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by the Borrower and without limiting the obligation of the Borrower to do so) fully for all amounts paid, directly or indirectly, by the Administrative Agent as tax or otherwise, including penalties and interest, together with all expenses incurred, including legal expenses, allocated staff costs and any out of pocket expenses. For purposes of

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determining withholding Taxes imposed under FATCA, from and after the effective date of this Agreement, the Borrower and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) the Existing Credit Agreement as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).

12.11Security Documents and Guarantee.

(a)Agents under Security Documents and Guarantee.    Each Secured Party hereby further authorizes the Administrative Agent or Collateral Agent, as applicable, on behalf of and for the benefit of the Secured Parties, to be the agent for and representative of the Secured Parties with respect to the Collateral and the Security Documents. Without any further consent of the Lenders, the Administrative Agent and the Collateral Agent shall be and are hereby authorized to execute and deliver on behalf of the Secured Parties the First Lien Intercreditor Agreement and the Second Lien Intercreditor Agreement contemplated by Section 10.2(a), Section 10.2(g) and Section 10.2(r) and the Qualified Lien Intercreditor Agreement contemplated by Section 10.2(t). Subject to Section 13.1, without further written consent or authorization from any Secured Party, the Administrative Agent or Collateral Agent, as applicable, may execute any documents or instruments necessary to (i) in connection with a sale or disposition of assets permitted by this Agreement, release any Lien encumbering any item of Collateral that is the subject of such sale or other disposition of assets or to which Required Lenders (or such other Lenders as may be required to give such consent under Section 13.1) have otherwise consented or (ii) release any Guarantor from the Guarantee or with respect to which Required Lenders (or such other Lenders as may be required to give such consent under Section 13.1) have otherwise consented.

(b)Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Credit Documents to the contrary notwithstanding, the Borrower, the Agents and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Administrative Agent, on behalf of the Lenders in accordance with the terms hereof and all powers, rights and remedies under the Collateral Documents may be exercised solely by the Collateral Agent on behalf of the Secured Parties, and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition.

12.12Other Agents; Arrangers. None of the Lenders or other Persons identified on the facing page of this Agreement or elsewhere as a “co-syndication agent,” “co-documentation agent,” “joint lead arranger,” or “joint bookrunner” shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders or other Persons so identified shall 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 Agreement or in taking or not taking action hereunder.

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SECTION 13. Miscellaneous.

13.1Amendments and Waivers. Neither this Agreement nor any other Credit Document, nor any terms hereof or thereof, may be amended, supplemented, terminated, waived or modified except in accordance with the provisions of this Section 13.1 (or in accordance with Extension Amendments pursuant to Section 2.15, any amendments in accordance with Section 2.10(c), or any Joinder Agreements in accordance with Section 2.14). The Required Lenders may, or, with the written consent of the Required Lenders, the Administrative Agent and/or the Collateral Agent may, from time to time, (a) enter into with the relevant Credit Party or Credit Parties written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Credit Parties hereunder or thereunder or (b) waive in writing, on such terms and conditions as the Required Lenders or the Administrative Agent and/or Collateral Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that each such waiver and each such amendment, supplement or modification shall be effective only in the specific instance and for the specific purpose for which given; provided, further, that no such waiver and no such amendment, supplement or modification shall (i) forgive or reduce any portion of any Loan or extend the final scheduled maturity date of any Loan or reduce the stated rate, or waive, reduce, postpone (it being understood that any change to the definition of Consolidated Total Debt to Consolidated EBITDA Ratio or Consolidated Senior Secured Debt to Consolidated EBITDA Ratio or in the component definitions thereof shall not constitute a reduction in the rate and only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the Default Rate or amend Section2.8(c)), or forgive any portion, or extend the date for the payment, of any interest or fee payable hereunder (other than as a result of waiving the applicability of any post-default increase in interest rates), or extend the final expiration date of any Lender’s Commitment or extend the final expiration date of any Letter of Credit beyond the L/C Maturity Date, or increase the aggregate amount of the Commitments of any Lender, or amend or modify any provisions of Section 5.3(a) (with respect to the ratable allocation of any payments only), or make any Loan, interest, Fee or other amount payable in any currency other than expressly provided herein, in each case without the written consent of each Lender directly affected thereby, or (ii) amend, modify or waive any provision of this Section 13.1 or reduce the percentages specified in the definitions of the terms “Required Lenders”, “Required Revolving Credit Lenders”, “Required Revolving Credit Lenders”, or “Required Term Loan Lenders”, consent to the assignment or transfer by the Borrower of its rights and obligations under any Credit Document to which it is a party (except as permitted pursuant to Section 10.3) or alter the order of application set forth in the final paragraph of Section 11, in each case without the written consent of each Lender directly affected thereby, or (iii) amend, modify, terminate or waive any provision of Section 12 without the written consent of the then-current Administrative Agent and Collateral Agent or any other former or current Agent to whom Section 12 then applies in a manner that directly affects such Person, or (iv) amend, modify, terminate or waive any provision of Section 3 with respect to any Letter of Credit without the written consent of the applicable Letter of Credit Issuer, or (v) amend, modify or waive any provisions hereof relating to Swingline Loans without the written consent of the Swingline Lender in a manner that directly affects such Person, or (vi) change any Revolving Credit Commitment to a Term Loan Commitment, or change any Term Loan Commitment to a Revolving Credit Commitment, in each case without the prior written consent of each Lender directly affected thereby, or (vii) release all or substantially all of the Guarantors under the Guarantee (except as expressly permitted by the Guarantee or this Agreement), or release all or substantially all of the Collateral under the Security Documents (except as expressly permitted by the Security Documents or this Agreement), in each case except with the prior written consent of each Lender, or (viii) amend Section 2.9 so as to permit Interest Period intervals greater than six months without regard to availability to Lenders, without the written consent of

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each Lender directly affected thereby, or (ix) decrease the New Term Loan Repayment Amount, extend any scheduled repayment date or decrease the amount or allocation of any mandatory prepayment to be received by any Term Loan Lender, in each case without the written consent of the Required Term Loan Lenders, unless permitted under this Agreement, or (x) affect the rights or duties of, or any fees or other amounts payable to, any Agent under this Agreement or any other Credit Document without the prior written consent of such Agent. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the affected Lenders and shall be binding upon the Borrower, such Lenders, the Administrative Agent and all future holders of the affected Loans. In the case of any waiver, the Borrower, the Lenders and the Administrative Agent shall be restored to their former positions and rights hereunder and under the other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing, it being understood that no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. Notwithstanding the foregoing, the Administrative Agent may, with the consent of Borrower only, amend, modify or supplement this Agreement, the First Lien Intercreditor Agreement, if any, the Second Lien Intercreditor Agreement, if any, or the Qualified Lien Intercreditor Agreement, if any, to cure any ambiguity, omission, defect or inconsistency, so long as such amendment, modification or supplement does not adversely affect the rights of any Lender or Letter of Credit Issuer.

The Administrative Agent may, but shall have no obligation to, with the concurrence of any Lender, execute amendments, modifications, waivers or consents on behalf of such Lender. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.

Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender (it being understood that any Commitments or Loans held or deemed held by any Defaulting Lender shall be excluded for the calculation of the minimum vote of the Lenders hereunder requiring any consent of the Lenders).

Notwithstanding the foregoing, in addition to any credit extensions and related Joinder Agreement(s) effectuated without the consent of Lenders in accordance with Section 2.14, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Credit Documents with the Term Loans and the Revolving Credit Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such Credit Facilities in any determination of the Required Lenders and other definitions related to such new Credit Facility.

In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, the affected Borrower and the Lenders providing the relevant Replacement Term Loans (as defined below) to permit the refinancing of all outstanding Term Loans of any Class (“Refinanced Term Loans”) with a replacement term loan tranche (“Replacement Term Loans”) hereunder; provided that (a) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans, (b) the Applicable ABR Margin and Applicable LIBOR Margin for such Replacement Term Loans shall not be higher than the Applicable ABR Margin and Applicable LIBOR Margin for such Refinanced Term Loans, (c) the weighted average life to maturity of such Replacement Term Loans shall not be shorter than the weighted average life to maturity of such Refinanced Term Loans at the time of such refinancing (except to the extent of nominal amortization for periods where amortization has been eliminated as a

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result of prepayment of the applicable Term Loans) and (d) all other terms applicable to such Replacement Term Loans shall be substantially identical to, or less favorable to the Lenders providing such Replacement Term Loans than those applicable to such Refinanced Term Loans, except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of the Term Loans of such Class in effect immediately prior to such refinancing.

The Lenders hereby irrevocably agree that the Liens granted to the Collateral Agent by the Credit Parties on any Collateral shall be automatically released (i) in full, upon the termination of this Agreement and the payment in cash of all Obligations hereunder (except for contingent indemnification obligations in respect of which a claim has not yet been made and except to the extent provided in any applicable intercreditor agreement), (ii) upon the sale or other disposition of such Collateral (including as part of or in connection with any other sale or other disposition permitted hereunder) to any Person other than another Credit Party, to the extent such sale or other disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Credit Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of property leased to a Credit Party, upon termination (in accordance with the terms of this Agreement) or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with this Section 13.1), (v) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the applicable Guarantee (in accordance with the following sentence) and (vi) as required to effect any sale or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Documents. Any such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Credit Parties in respect of) all interests retained by the Credit Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Credit Documents. Additionally, the Lenders hereby irrevocably agree that a Guarantor shall be released from its Guarantee upon consummation of any transaction not prohibited hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary or otherwise no longer being required to be a Guarantor hereunder. The Lenders hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender.

13.2Notices. Unless otherwise expressly provided herein, all notices and other communications provided for hereunder or under any other Credit Document shall be in writing (including by facsimile transmission). All such written notices shall be mailed, faxed or delivered to the applicable address, facsimile number or electronic mail address, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(a)if to the Borrower, the Administrative Agent, the Collateral Agent, the Letter of Credit Issuer or the Swingline Lender, to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 13.2 or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the other parties; and

(b)if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party

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in a notice to the Borrower, the Administrative Agent, the Collateral Agent, the Letter of Credit Issuer and the Swingline Lender.

All such notices and other communications shall be deemed to be given or made upon the earlier to occur of (i) actual receipt by the relevant party hereto and (ii) (A) if delivered by hand or by courier, when signed for by or on behalf of the relevant party hereto; (B) if delivered by mail, three (3) Business Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent and receipt has been confirmed by telephone; and (D) if delivered by electronic mail, when delivered; provided that notices and other communications to the Administrative Agent or the Lenders pursuant to Sections 2.3, 2.6, 2.9,

4.2 and 5.1 shall not be effective until received.

13.3No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Administrative Agent, the Collateral Agent or any Lender, any right, remedy, power or privilege hereunder or under the other Credit Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

13.4Survival of Representations and Warranties. All representations and warranties made hereunder, in the other Credit Documents and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement and the making of the Loans hereunder.

13.5Payment of Expenses; Indemnification. The Borrower agree (a) to pay or reimburse the Agents for all their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, execution and delivery of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Simpson Thatcher & Bartlett LLP and one counsel in each relevant local jurisdiction, (b) to pay or reimburse each Agent for all its reasonable out of pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent, the Collateral Agent and the other Agents (unless there is an actual or perceived conflict of interest in which case each such Person may retain its own counsel), (c) to pay, indemnify, and hold harmless each Letter of Credit Issuer, Lender and Agent from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Letter of Credit Issuer, Lender and Agent and their respective Affiliates, directors, officers, employees and agents from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of one primary counsel and one local counsel in each relevant jurisdiction to such indemnified Persons (unless there is an actual or perceived conflict of interest or the availability of different claims or defenses in which case each such Person may retain its own counsel), related to the transactions contemplated hereby (including, without limitation, the solicitation of consents, the syndication of the Loans, Commitments, Letters of Credit and other extension of credit made hereunder or the use of the proceeds therefrom (including any refusal by any Letter of Credit Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not such claim, litigation, investigation or proceeding is brought by the Borrower or any other LoanCreditParty or its or

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their respective equity holders, Affiliates, creditors or any other third Person and whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto, and any other actions contemplated under that certain (i) Engagement Letter, dated as of October 7, 2019 and (ii) Fee Letter, dated as of October 7, 2019, and entered into by and among the Borrower, certain of the Joint Lead Arrangers and Joint Bookrunners and the other parties named therein) or, with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable to the operations of the Borrower, any of their Subsidiaries or any of the Real Estate (all the foregoing in this clause (d), collectively, the “indemnified liabilities”), provided that the Borrower shall have no obligation hereunder to any Agent or any Lender or any of their respective Affiliates, officers, directors, employees or agents with respect to indemnified liabilities to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted from (i) the gross negligence or willful misconduct of the party to be indemnified or any of its Affiliates, officers, directors, employees or agents, (ii) any material breach of any Credit Documents by the party to be indemnified or

(iii) any claim not involving an act or omission of the Borrower or any of its Restricted Subsidiaries and that is brought by an indemnitee against another indemnitee (provided that such indemnitee is not an Agent or arranger). No Person entitled to indemnification under clause (d) of this Section 13.5 shall be liable for any damages arising from the use by others of any information or other materials obtained through the Platform or other similar information transmission systems in connection with this Agreement, nor shall any such Person have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 13.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Credit Party, its directors, stockholders or creditors or any other Person, whether or not any Person entitled to indemnification under clause (d) of this Section 13.5 is otherwise a party thereto. All amounts payable under this Section 13.5 shall be paid within ten Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable retail. The agreements in this Section

13.5 shall survive repayment of the Loans and all other amounts payable hereunder.

13.6Successors and Assigns; Participations and Assignments.

(a)The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of the Letter of Credit Issuer that issues any Letter of Credit), except that (i) except as expressly permitted by Section 10.3 the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 13.6. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of the Letter of Credit Issuer that issues any Letter of Credit), Participants (to the extent provided in clause (c) of this Section 13.6) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Collateral Agent, the Letter of Credit Issuer and the Lenders and each other Person entitled to indemnification under Section 13.15) any legal or equitable right, remedy or claim under or by reason of this Agreement.

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(b)(i) Subject to the conditions set forth in clause (b)(ii) below, any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans (including participations in L/C Obligations or Swingline Loans) at the time owing to it) with the prior written consent of:

(A)the Borrower (which consent shall not be unreasonably withheld or delayed); provided that, (i) the Borrower shall have the right to withhold its consent to any assignment if, in order for such assignment to comply with applicable law, the Borrower would be required to obtain the consent of, or make any filing or registration with, any Governmental Authority and (ii) no consent of the Borrower shall be required

(x) for an assignment to a Lender or an Affiliate or Approved Fund of a Lender (unless increased costs, including any payments pursuant to indemnities under this Agreement, would result therefrom), (y) if an Event of Default under Section 11.1 or Section 11.5 has occurred and is continuing, or (z) with respect to the initial syndication of the Loans, to the extent the Borrower has previously consented to such assignment in writing; and

(B)of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), and, in the case of Revolving Credit Commitments or Revolving Credit Loans only, the Swingline Lender and the Letter of Credit Issuer, provided that (i) no consent of the Administrative Agent shall be required (x) for an assignment of any Commitment to an assignee that is a Lender with a Commitment of the same Class immediately prior to giving effect to such assignment or (y) for any assignment of any Loans funded by such Lender on the Closing Date, (ii) no consent of the Administrative Agent, the Swingline Lender or the Letter of Credit Issuer shall be required for an assignment of any Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund.

Notwithstanding the foregoing, no such assignment shall be made to a natural person.

(ii)Assignments shall be subject to the following additional conditions:

(A)except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 (or, in the case of a Term Loan Commitment or Term Loan denominated in Dollars, $1,000,000), and increments of

$1,000,000 in excess thereof, unless each of the Borrower and the Administrative Agent otherwise consents (which consents shall not be unreasonably withheld or delayed), provided that no such consent of the Borrower shall be required if an Event of Default under Section 11.1 or Section 11.5 has occurred and is continuing; provided, further, that contemporaneous assignments to a single assignee made by Affiliates of Lenders and related Approved Funds shall be aggregated for purposes of meeting the minimum assignment amount requirements stated above;

(B)each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of

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a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans;

(C)the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee in the amount of $3,500; provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment;

(D)the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire in a form approved by the Administrative Agent (the “Administrative Questionnaire”); and

(E)the assignee must comply with the requirements of Section

5.4(e).

(iii)Subject to acceptance and recording thereof pursuant to clause (b)(iv) of this Section 13.6, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.10, 2.11, 3.5, 5.4 and 13.5). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 13.6 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause (c) of this Section 13.6.

(iv)The Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrower, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Acceptance and Joinder Agreement delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amount of the Loans owing to, each Lender and any payment made by the Letter of Credit Issuer under any Letter of Credit pursuant to the terms hereof from time to time (the “Register”). Further, the Register shall contain the name and address of the Administrative Agent and the Lending Offices through which each such Person acts under this Agreement. The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent, the Collateral Agent, the Letter of Credit Issuer and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.    The Register shall be available for inspection by the Borrower, the Collateral Agent and the Letter of Credit Issuer, at any reasonable time and from time to time upon reasonable prior notice.

(v)Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in clause (b) of this Section 13.6 and any written consent to such assignment required by clause (b) of this Section 13.6, the Administrative Agent shall accept such Assignment and Acceptance and record the information contained therein in the Register.

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(c)(i)    Any Lender may, without the consent of the Borrower, the Administrative Agent, the Letter of Credit Issuer or the Swingline Lender, sell participations to one or more banks or other entities (each, a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (C) the Participant must comply with Section 5.4(e), and (D) the Borrower, the Administrative Agent, the Letter of Credit Issuer and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement or any other Credit Document, provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in clause (i), (vii) or (ix) of the proviso to Section 13.1 that affects such Participant. Subject to clause (c)(ii) of this Section 13.6, the Borrower agree that each Participant shall be entitled to the benefits of Sections 2.10, 2.11 and 5.4 to the same extent as if it were a Lender and provided that such Participant agrees to be subject to the requirements and limitations of those Sections as though it were a Lender and had acquired its interest by assignment pursuant to clause

(b) of this Section 13.6. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 13.8(b) as though it were a Lender, provided such Participant agrees to be subject to Section 13.8(a) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to the Participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under this Agreement) to any Person except to the extent such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(ii) A Participant shall not be entitled to receive any greater payment under Section2.10, 2.11 or 5.4 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent (which consent shall not be unreasonably withheld).

(d)Any Lender may, without the consent of the Borrower or the Administrative Agent, at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section 13.6 shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. In order to facilitate such pledge or assignment or for any other reason, the Borrower hereby agree that, upon request of any Lender at any time and from time to time after the Borrower has made its initial borrowing hereunder, the Borrower shall provide

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to such Lender, at the Borrower’s own expense, a promissory note, substantially in the form of Exhibit H-1 or H-2, as the case may be, evidencing the Term Loans, Revolving Credit Loans and Swingline Loans, respectively, owing to such Lender.

(e)Subject to Section 13.16, the Borrower authorize each Lender to disclose to any Participant, secured creditor of such Lender or assignee (each, a “Transferee”) and any prospective Transferee any and all financial information in such Lender’s possession concerning the Borrower and its Affiliates that has been delivered to such Lender by or on behalf of the Borrower and Affiliates pursuant to this Agreement or that has been delivered to such Lender by or on behalf of the Borrower and Affiliates in connection with such Lender’s credit evaluation of the Borrower and Affiliates prior to becoming a party to this Agreement.

(f)The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Acceptance shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

(g)SPV Lender. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (a “SPV”), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated to make the Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPV to make any Loan and

(ii) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPV shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPV, it shall not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in this Section 13.6, any SPV may (i) with notice to, but without the prior written consent of, the Borrower or the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the Granting Lender or to any financial institutions approved by the Borrower and Administrative Agent providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPV. This Section13.6(g) may not be amended without the written consent of each SPV. Notwithstanding anything to the contrary in this Agreement, (x) no SPV shall be entitled to any greater rights under Sections2.10, 2.11 and 5.4 than its Granting Lender would have been entitled to absent the use of such SPV and (y) each SPV agrees to be subject to the requirements of Sections 2.10, 2.11 and 5.4 as though it were a Lender and has acquired its interest by assignment pursuant to clause (b) of this Section 13.6.

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(h)Notwithstanding anything to the contrary contained herein, (x) any Lender may, at any time at which no Default has occurred and is continuing, assign all or a portion of its rights and obligations under this Agreement in respect of its Term Loans or Term Loan Commitments (and in no case any Revolving Credit Loans or Revolving Credit Commitments) to the Borrower or any Subsidiary and (y) the Parent may, from time to time, purchase or prepay Term Loans (other than Revolving Credit Loans), in each case, on a non-pro rata basis through (A) Dutch auction procedures open to all applicable Lenders on a pro rata basis in accordance with customary procedures to be agreed between the Borrower and the Administrative Agent (or other applicable agent managing such auction) or (B) open market purchases; provided that

(i)any Loans or Commitments acquired by the Borrower or any Subsidiary shall be retired and cancelled promptly upon the acquisition thereof;

(ii)by its acquisition of Loan or Commitments, an Affiliated Lender shall be deemed to have acknowledged and agreed that:

(A)it shall not have any right to (x) attend (including by telephone) any meeting or discussions (or portion thereof) among the Administrative Agent or any Lender to which representatives of the Borrower are not then present, (y) receive any information or material prepared by the Administrative Agent or any Lender or any communication by or among the Administrative Agent and one or more Lenders, except to the extent such information or materials have been made available to the Borrower or its representatives (and in any case, other than the right to receive notices of prepayments and other administrative notices in respect of its Loans required to be delivered to Lenders pursuant to Article II), or (z) make or bring (or participate in, other than as a passive participant in or recipient of its pro rata benefits of) any claim, in its capacity as a Lender, against any Agent or any other Lender with respect to any duties or obligations or alleged duties or obligations of such Agent or any other such Lender under the Credit Documents;

(B)except with respect to any amendment, modification, waiver, consent or other action described in clause (i) or (ii) of the second proviso of Section

13.1 or that adversely affects such Affiliated Lender in any material respect differently from other Lenders, the Loans held by an Affiliated Lender shall be disregarded in both the numerator and denominator in the calculation of any Lender vote; and

(C)if a case under Title 11 of the United States Code is commenced against any Credit Party, such Credit Party shall seek (and each Affiliated Lender shall consent) to provide that the vote of any Affiliated Lender (in its capacity as a Lender) with respect to any plan of reorganization of such Credit Party shall not be counted except that such Affiliated Lender’s vote (in its capacity as a Lender) may be counted to the extent any such plan of reorganization proposes to treat the Obligations held by such Affiliated Lender in a manner that is less favorable to such Affiliated Lender than the proposed treatment of similar Obligations held by Lenders that are not Affiliates of the Borrower; each Affiliated Lender hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) as such Affiliated Lender’s attorney-in-fact, with full authority in the place and stead of such Affiliated Lender and in the name of such Affiliated Lender (solely in respect of Loans and participations therein and any other amounts owed to such Affiliated Lender hereunder or under any other Credit Document and not in respect of any other claim or status such Affiliated Lender may otherwise have), from time to time in the Administrative Agent’s discretion

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to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary to carry out the provisions of this clause (C);

(iii)the aggregate principal amount of Term Loans held at any one time by Affiliated Lenders may not exceed 30% of the aggregate principal amount of all Term Loans outstanding at such time under this Agreement; and

(iv)any such Loans acquired by an Affiliated Lender may, with the consent of the Borrower, be contributed to the Borrower and exchanged for debt or equity securities that are otherwise permitted to be issued at such time.

For avoidance of doubt, the foregoing limitations under clause (ii) above shall not be applicable to Affiliated Institutional Lenders.

13.7Replacements of Lenders under Certain Circumstances.

(a)The Borrower shall be permitted to replace any Lender that (i) requests reimbursement for amounts owing pursuant to Section 2.10, 3.5 or 5.4, (ii) is affected in the manner described in Section 2.10(a)(iii) or (iv) and as a result thereof any of the actions described in such Section is required to be taken or (iii) becomes a Defaulting Lender, with a replacement bank or other financial institution, provided that (A) such replacement does not conflict with any Requirement of Law, (B) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (C) the replacement bank or institution shall purchase, at par, all Loans and other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11,

3.5 or 5.4, as the case may be, owing to such replaced Lender prior to the date of replacement, (D) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (E) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (F) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

(b)If any Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to a proposed amendment, waiver, discharge or termination that pursuant to the terms of Section 13.1 requires the consent of all of the Lenders affected and with respect to which the Required Lenders shall have granted their consent, then provided no Event of Default then exists, the Borrower shall have the right (unless such Non-Consenting Lender grants such consent) to replace such Non-Consenting Lender by requiring such Non-Consenting Lender to assign its Loans, and its Commitments hereunder to one or more assignees reasonably acceptable to the Administrative Agent; provided that (i) all Obligations (other than principal and interest) of the Borrower owing to such Non-Consenting Lender being replaced shall be paid in full to such Non-Consenting Lender concurrently with such assignment, and (ii) the replacement Lender shall purchase the foregoing by paying to such Non-Consenting Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon. In connection with any such assignment, each party hereto agrees that such assignment required pursuant to this Section 13.7(b) may be effected pursuant to an Assignment and Acceptance executed by the Borrower, the Administrative Agent and the assignee and that the Lender required to make such assignment need not be a party thereto.

(c)If (i) an amendment to this Agreement (a “Maturity Date Amendment”) provides for the extension of the maturity date of any Class or Series of Loans or Commitments

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under this Agreement (which Maturity Date Amendment may also include terms or modifications in addition to the extension of the maturity date) and (ii) one or more Lenders (“Non-Extending Lenders”) holding Loans or Commitments of the same Class or Series as those for which the maturity date is extended by the Maturity Date Amendment do not consent to and join in the Maturity Date Amendment, then the Borrower shall have the right (unless such Non-Extending Lender consents to and joins in the Maturity Date Amendment) to replace any such Non-Extending Lender by requiring such Non-Extending Lender to assign its Loans and its Commitments hereunder to one or more assignees reasonably acceptable to the Administrative Agent and such assignee shall be deemed to consent to the Maturity Date Amendment and shall be included in determining the consent of the applicable Lenders; provided that (x) all Obligations (other than principal and interest) of the Borrower owing to such Non-Extending Lender being replaced shall be paid in full to such Non-Extending Lender concurrently with such assignment, and (y) the replacement Lender shall purchase the foregoing by paying to such Non-Extending Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon. In connection with any such assignment, each party hereto agrees that such assignment required pursuant to this Section 13.7(c) may be effected pursuant to an Assignment and Acceptance executed by the Borrower, the Administrative Agent and the assignee and that the Lender required to make such assignment need not be a party thereto.

13.8Adjustments; Set-off.

(a)If any Lender (a “benefited Lender”) shall at any time (other than pursuant to any assignment or participation permitted under Section 13.6) receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion (on the basis of the amount that would be payable or applicable to such Lender and other Lenders pursuant to Section 11.14) than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, or interest thereon, such benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding the foregoing, no amount received from any Guarantor shall be applied to any Excluded Swap Obligation of such Guarantor.

(b)After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders provided by law, each Lender shall have the right), without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by the Borrower hereunder (whether at the stated maturity, by acceleration or otherwise), to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

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13.9Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by facsimile or other electronic transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Agreement signed by all the parties shall be lodged with the Borrower and the Administrative Agent.

13.10Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

13.11Integration. This Agreement and the other Credit Documents represent the agreement of the Borrower, the Collateral Agent, the Administrative Agent and the Lenders with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Borrower, the Administrative Agent, the Collateral Agent nor any Lender relative to subject matter hereof not expressly set forth or referred to herein or in the other Credit Documents. With the exception of the syndication, cooperation, indemnification, confidentiality, jurisdiction, governing law and waiver of jury trial provisions contained in the Commitment Letter (which syndication, cooperation, indemnification, confidentiality, jurisdiction, governing law, and waiver of jury trial provisions shall remain in full force and effect), all of the Borrower’s, Agents’, Lenders’ and their respective Affiliates’ obligations under the Commitment Letter shall terminate and be superseded by the Credit Documents (together with any other documents, instruments or agreements executed and delivered in connection therewith), and the Borrower, Agents, the Lenders, and their respective Affiliates shall be released from all liability in connection with such terminated and superseded obligations, including, without limitation, any claim for injury or damages, whether consequential, special direct, indirect, punitive or otherwise.

13.12GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

13.13Submission to Jurisdiction; Waivers. The Borrower irrevocably and

unconditionally:

(a)submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Credit Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof (provided that the Agents and Lenders reserve the right to bring proceedings against any Credit Party in the courts of any other jurisdiction in connection with the exercise of any rights under any Security Document or the enforcement of any judgment);

(b)consents that any such action or proceeding shall be brought solely in such courts (provided that the Agents and Lenders reserve the right to bring proceedings against any Credit Party in the courts of any other jurisdiction in connection with the exercise of any rights under any Security Document or the enforcement of any judgment) and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

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(c)agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address set forth on Schedule 13.2 or at such other address of which the Administrative Agent shall have been notified pursuant to Section 13.2;

(d)agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction;

(e)waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 13.13 any special, exemplary, punitive or consequential damages; and

(f)hereby irrevocably designates, appoints and empowers the Borrower, in the case of any suit, action or proceeding, as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any action or proceeding arising out of or in connection with this Agreement or any other Credit Document. Such service may be made by mailing (by registered or certified mail, postage prepaid) or delivering a copy of such process to such Person in care of the Borrower at the Borrower’s address set forth on Schedule 13.2 or at such other address of which the Administrative Agent shall have been notified pursuant to Section 13.2, and such Person hereby irrevocably authorizes and directs the Borrower to accept such service on its behalf.

The Borrower agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

13.14Acknowledgments. The Borrower hereby acknowledges that:

(a)it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Credit Documents;

(b)(i) the Credit Facilities provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Credit Document) are an arm’s-length commercial transaction between the Borrower and the other Credit Parties, on the one hand, and the Administrative Agent, the Lenders, the other Agents and the other Secured Parties on the other hand, and the Borrower and the other Credit Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Credit Documents (including any amendment, waiver or other modification hereof or thereof); (ii) in connection with the process leading to such transaction, each of the Administrative Agent, the Lenders, the other Agents and the other Secured Parties is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary for the Borrower, any other Credit Party or any of their respective Affiliates, shareholders, creditors or employees or any other Person; (iii) neither the Administrative Agent, any Lenders, any other Agents or any other Secured Parties has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Borrower, any other Credit Party or any of their respective Affiliates, shareholders, creditors or employees or any other Person with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Credit Document (irrespective of whether the Administrative Agent or other Agent has advised or is currently advising the Borrower, Credit Party or Affiliate, shareholder, creditor or employee or other Person on other matters) and neither the Administrative Agent or other Agent has

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any obligation to the Borrower, any other Credit Party or any of their respective Affiliates, shareholders, creditors or employees or any other Person with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Credit Documents; (iv) the Administrative Agent, the Lenders, the other Agents and the other Secured Parties their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the other Credit Parties and their respective Affiliates, shareholders, creditors or employees or any other Person, and neither the Administrative Agent, nor any Lender, nor any other Agent nor any other Secured Party has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; (v) neither the Administrative Agent, nor any Lender, nor any other Agent nor any other Secured Party has provided and none will provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Credit Document) and the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate and (vi) no fiduciary, advisory or agency relationship between the Credit Parties and the Administrative Agent, the Lenders, the other Agents or the other Secured Parties is intended to be or has been created in respect of any of the transactions contemplated by this Agreement or the other Credit Documents, irrespective of whether the Administrative Agent, the Lenders, the other Agents and the other Secured Parties have advised or are advising the Credit Parties on other matters, and the relationship between the Administrative Agent, the Lenders, the other Agents and the other Secured Parties, on the one hand, and the Credit Parties, on the other hand, in connection herewith and therewith is solely that of creditor and debtor; and

(c)no joint venture is created hereby or by the other Credit Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower, on the one hand, and any Lender, on the other hand.

13.15WAIVERS OF JURY TRIAL. THE BORROWER, EACH AGENT AND EACH LENDER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

13.16Confidentiality. Each Agent and each Lender shall hold all non-public information furnished by or on behalf of the Borrower or any of their Subsidiaries in connection with such Lender’s evaluation of whether to become a Lender hereunder or obtained by such Agent or Lender pursuant to the requirements of this Agreement (“Confidential Information”), confidential in accordance with its customary procedure for handling confidential information of this nature and (in the case of a Lender that is a bank) in accordance with safe and sound banking practices and in any event may make disclosure as required or requested by any governmental agency or any governmental or private regulatory agency or authority or representative thereof or pursuant to legal process or applicable law or regulation or (a) to such Lender’s or Agent’s attorneys, professional advisors, independent auditors, trustees or Affiliates, (b) to an investor or prospective investor in a Securitization that agrees its access to information regarding the Credit Parties, the Loans and the Credit Documents is solely for purposes of evaluating an investment in a Securitization and who agrees to treat such information as confidential, (c) to a trustee, collateral manager, servicer, backup servicer, noteholder or secured party in connection with the administration, servicing and reporting on the assets serving as collateral for a Securitization and who agrees to treat such information as confidential, (d) to a nationally recognized ratings agency that requires access to information regarding the Credit Parties, the Loans and Credit Documents in connection with ratings issued with respect to a Securitization, (e) to data service providers, including league table providers, that serve the lending industry, if such information is routinely provided by Agents to such data service providers and (f) in connection with the exercise of any

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remedy hereunder or under any other Credit Document; provided that unless specifically prohibited by applicable law or regulation or court order, each Lender and Agent shall use commercially reasonable efforts to notify the Borrower of any request made to such Lender or Agent by any governmental agency or any governmental or private regulatory agency or authority or representative thereof (other than any such request in connection with a routine examination of such Lender or Agent by such governmental agency or any governmental or private regulatory agency or authority or representative thereof) for disclosure of any such non-public information prior to disclosure of such information; provided, further, that in no event shall any Lender or Agent be obligated or required to return any materials furnished by or on behalf of the Borrower or any Subsidiary. Each Lender and Agent agrees that it will not provide to prospective Transferees or to any pledgee referred to in Section 13.6 or to prospective direct or indirect contractual counterparties in swap agreements to be entered into in connection with Loans made hereunder any of the Confidential Information unless such Person is advised of and agrees to be bound by the provisions of this Section 13.16 or other provisions at least as restrictive as this Section 13.16.

13.17Direct Website Communications.

(a)The Borrower may, at its option, provide to the Administrative Agent any information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Credit Documents, including, without limitation, all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (A) relates to a request for a new, or a conversion of an existing, borrowing or other extension of credit (including any election of an interest rate or interest period relating thereto), (B) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (C) provides notice of any Default or Event of Default or (D) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium in a format reasonably acceptable to the Administrative Agent to the Administrative Agent at the e-mail address as set forth on Schedule 13.2; provided that: (i) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. Nothing in this Section 13.17 shall prejudice the right of the Borrower, the Agents or any Secured Party to give any notice or other communication pursuant to any Credit Document in any other manner specified in such Credit Document.

(b)The Administrative Agent agrees that the receipt of the Communications sent to the Administrative Agent at its e-mail address set forth on Schedule 13.2 shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Credit Documents, provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the Administrative Agent. Each Lender agrees that notice to it (as provided in the next sentence) specifying that the Communications have been posted to the Platform shall constitute effective delivery of the Communications to such Lender for purposes of the Credit Documents. Each Lender agrees (A) to notify the Administrative Agent in writing (including by electronic communication) from time to time of such Lender’s e-mail address

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to which the foregoing notice may be sent by electronic transmission and (B) that the foregoing notice may be sent to such e-mail address.

(c)Notices and other communications to the Lenders, and to any potential Lenders, participants or assignees (i) that becomes a party hereto pursuant to an assignment agreement, joinder agreement or participation letter and (ii) that agrees to be bound by Section

13.16 (each, an “Additional Lender” and, collectively, the “Additional Lenders”) and the Administrative Agent hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites, including IntraLinks/IntraAgency, SyndTrak or another relevant website or other information platform (the “Platform”)) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender, any Additional Lender or the Administrative Agent pursuant to Section 2 if such Lender, Additional Lender or the Administrative Agent, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Section by electronic communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement); provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

(d)THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” EACH AGENT PARTY (AS DEFINED BELOW) DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM, AND EACH EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE COMMUNICATIONS OR IN THE PLATFORM. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE COMMUNICATIONS OR

THE PLATFORM. In no event shall any Agent or any of its Related Parties (collectively, the

“Agent Parties” and each an “Agent Party”) have any liability to the Borrower, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s or any Agent’s transmission of Communications by electronic communication (including e-mail and Internet or intranet websites, including the Platform), except to the extent the liability of such liability resulted from the gross negligence, bad faith or willful misconduct of an Agent or its Affiliates, officers, directors, employees or agents or a material breach of the Credit Documents by such Agent.

The Borrower and each Lender acknowledge that certain of the Lenders may be “public-side” Lenders (Lenders that do not wish to receive material non-public information with respect to the Borrower, its Subsidiaries or their securities) and, if documents or notices required to be delivered pursuant to the Credit Documents or otherwise are being distributed through the Platform, any document or notice that the Borrower has indicated contains only publicly available information with respect to the

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Borrower may be posted on that portion of the Platform designated for such public-side Lenders. If the Borrower has not indicated whether a document or notice delivered contains only publicly available information, the Administrative Agent shall post such document or notice solely on that portion of the Platform designated for Lenders who wish to receive material nonpublic information with respect to the Borrower, its Subsidiaries and their securities. Notwithstanding the foregoing, the Borrower shall use commercially reasonable efforts to indicate whether any document or notice contains only publicly available information.

13.18USA PATRIOT Act; Beneficial Ownership Regulation.

(a)Each Lender hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is required to obtain, verify and record information that identifies each Credit Party, which information includes the name and address of each Credit Party and other information that will allow such Lender to identify each Credit Party in accordance with the Patriot Act.

(b)Promptly following any request therefor, the Borrower shall provide information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with the Beneficial Ownership Regulation.

13.19Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Credit Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent or the Lenders hereunder or under the other Credit Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent from the Borrower in the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent in such currency, the Administrative Agent agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable law).

13.20Payments Set Aside. To the extent that any payment by or on behalf of the Borrower is made to any Agent or any Lender, or any Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by such Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding or otherwise, then (i) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (ii) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share of any amount so recovered from or repaid by any Agent, plus interest thereon from the date of such demand to the date

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such payment is made at a rate per annum equal to the applicable Overnight Rate from time to time in effect.

13.21Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Credit Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a)the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and

(b)the effects of any Bail-In Action on any such liability, including, if

applicable:

(i)a reduction in full or in part or cancellation of any such liability;

(ii)a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Credit Document; or

(iii)the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority.

13.22Effect of Amendment and Restatement of the Existing Credit

Agreement.

.

(a)On the Closing Date, the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and effect and shall be deemed replaced and superseded in all respects by this Agreement. The parties hereto acknowledge and agree that (a) this Agreement and the other Credit Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation or termination of the “Obligations” incurred under the Existing Credit Agreement or the other Credit Documents as in effect prior to the Closing Date and which remain outstanding as of the Closing Date, (b) the “Obligations” incurred under the Existing Credit Agreement and the other Credit Documents are in all respects continuing (as amended and restated hereby and which are in all respects hereafter subject to the terms herein) and (c) the Liens and security interests as granted under the applicable Credit Documents securing payment of “Obligations” incurred under the Existing Credit Agreement are in all respects continuing and in full force and effect and are reaffirmed hereby except as released or terminated in connection herewith. The Borrowers and the Credit

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Parties acknowledge and agree that Section 13.5 of the Existing Credit Agreement shall, to the extent applicable immediately prior to the Closing Date, survive for the intended beneficiaries of such provision to the extent such provision applies with respect to any Indemnified Liabilities (under and as defined in Section 13.5 of the Existing Credit Agreement) relating to events and circumstances occurring prior to the Closing Date. As of the Closing Date, the Revolving Loans as defined in the Existing Credit Agreement (such loans, the “Existing Loans”) and Revolving Commitments as defined in the Existing Credit Agreement (such commitments, the “Existing Revolving Commitments”) immediately prior to the Closing Date shall automatically, without any action on the part of any Person, be designated for all purposes of this Agreement and the other Credit Documents as Revolving Loans and Revolving Commitments hereunder. The Administrative Agent shall mark the Register accordingly to provide for such designation of the Existing Loans and Existing Revolving Commitments among the Lenders in this Agreement according to their proportionate shares thereof, as applicable. On the Closing Date, the commitments of each Exiting Lender shall be terminated, all outstanding amounts due under the Existing Credit Agreement and the other Credit Documents (as defined in the Existing Credit Agreement) to such Exiting Lender on the Closing Date shall be paid in full, and each Exiting Lender (i) shall cease to be a Lender under the Existing Credit Agreement and (ii) shall not be a Lender under this Agreement, and each Lender under this Agreement shall not have been deemed to assume the commitments of the Lenders under the Existing Credit Agreement.

(b)On and after the Closing Date, (i) all references to the Existing Credit Agreement or the Credit Agreement in the Credit Documents (other than this Agreement) shall be deemed to refer to the Existing Credit Agreement, as amended and restated hereby, (ii) all references to any section (or subsection) of the Existing Credit Agreement or the Credit Agreement in any Credit Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, on or after the Closing Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the Existing Credit Agreement, as amended and restated hereby.

(c)This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver or other modification, whether or not similar and, except as expressly provided herein or in any other Credit Document, all terms and conditions of the Credit Documents remain in full force and effect unless otherwise specifically amended hereby or by any other Credit Document

13.23Acknowledgement Regarding Any Supported QFCs. To the extent that the Credit Documents provide support, through a guarantee or otherwise, for Hedge Agreements or any other agreement or instrument that is a QFC (such support “QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the FDIC under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Credit Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):

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In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Credit Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Credit Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

SECTION 14. Parallel Debt.

14.1Parallel Debtors. The Borrower irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance) to pay to the Collateral Agent amounts equal to any amounts owing from time to time by it to any Lender under this Agreement or any Secured Hedge Agreement as and when those amounts are due.

14.2Corresponding Debt. The obligations of the Borrower under Section

14.1 are several and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of the Borrower to any Lender under this Agreement or under any Secured Hedge Agreement (the “Corresponding Debt”) nor shall the amounts for which the Borrower is liable under Section 14.1 (the “Parallel Debt”) be limited or affected in any way by the Corresponding Debt; provided that:

(a)the Parallel Debt of the Borrower shall be decreased to the extent that its Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and

(b)the Corresponding Debt of the Borrower shall be decreased to the extent its Parallel Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and

(c)the amount of the Parallel Debt of the Borrower shall at all times be equal to the amount of the Corresponding Debt.

14.3Collateral Agent. For the purpose of this Section 14, the Collateral Agent acts in its own name and on behalf of itself and not as agent, representative or trustee of any other Lender, and its claims in respect of the Parallel Debt shall not be held on trust. The charges and encumbrances granted to the Collateral Agent pursuant to the Dutch Security Documents to secure the Parallel Debt are granted to the Collateral Agent in its capacity as creditor of the Parallel Debt and shall not be held on trust.

14.4Collections. All moneys received or recovered by the Collateral Agent pursuant to this Section 14, and all amounts received or recovered by the Collateral Agent from or by the

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enforcement of any charge or encumbrance granted to secure the Parallel Debt, shall be applied in accordance with Section 11.14 of this Agreement.

14.5Acknowledgments. Without limiting or affecting the Collateral Agent’s rights against the Borrower (whether under this Section 14 or under any other provision of the Credit Documents), the Borrower acknowledges that (a) nothing in this Section 14 shall impose any obligation on the Collateral Agent to advance any sum to the Borrower or otherwise under this Agreement, except in its capacity as Lender; and

(a) for the purpose of any vote taken under any Credit Document, the Collateral Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Lender.

14.6Simultaneous Maturity. For the avoidance of doubt, the Parallel Debt will become due and payable at the same time the Corresponding Debt becomes due and payable.

14.7No Common Property; Administration Agreement. Each party to this Agreement confirms that, in accordance with this Section 14, a claim of the Collateral Agent against the Borrower in respect of the Parallel Debt does not constitute common property within the meaning of Section 3:166 Dutch Civil Code and that the provisions relating to such common property shall not apply. If, however, it shall be held that such claim of the Collateral Agent does constitute such common property and such provisions do apply, the parties agree that this Agreement shall contain the administration agreement within the meaning of Section 3:168 Dutch Civil Code. Notwithstanding anything to the contrary in this Agreement, Section 14 of this Agreement, and the rights and obligations of the parties under Section 14, shall be governed by, and construed and interpreted in accordance with, the laws of the Netherlands.

SECTION 15. Release of Existing Dormant Subsidiaries.

15.1The Released Credit Parties are hereby released from any and all obligations under the Credit Documents, including, without limitation, any obligations arising under any Guarantees made by any Released Credit Parties, the Obligations and the Secured Obligations (as such term is defined in any applicable Security Document). Upon the request of the Borrower or any Released Credit Party, the Administrative Agent and the Collateral Agent shall, at the sole cost of the Borrower or such Released Credit Party, promptly execute such documents, and take such actions, as may be appropriate or advisable to further confirm the releases described in this Section 15.1, and shall provide such other further assurances thereof as may be reasonably requested by the Borrower or any Released Credit Party from time to time. The Lenders approve of and authorize such actions.

15.2All security interests and Liens that were granted by any Released Credit Party to the Collateral Agent, any other agent or any Lender under the Credit Documents on or prior to the Closing Date are hereby released and terminated and all security interests and Liens that were granted to the Collateral Agent, any other agent or any Lender under the Credit Documents by any Credit Party in any Stock and Stock Equivalents of any Dormant Subsidiary on or prior to the Closing Date is hereby terminated and released. The Administrative Agent and the Collateral Agent fully releases, or shall cause the full release of, all such security interests and Liens granted by any Released Credit Party under the Credit Documents and all such security interests and Liens in the Stock and Stock Equivalent of each Dormant Subsidiary. Upon the request of the Borrower or any Released Credit Party, and at the cost of such Borrower or Released Credit Party, the Administrative Agent and the Collateral Agent shall promptly execute such documents, and take such reasonable actions, as may be appropriate or advisable to further confirm the releases and terminations described in this Section 15.2 including, without

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limitation, terminations of Uniform Commercial Code financing statements and terminations and cancellations of other notices, filings, registrations, or other recordings thereof, reassignments of collateral, deliveries of collateral, and terminations of control agreements, as may be necessary to fully and completely release and terminate such security interests and Liens. The Lenders approve of and authorize such actions. Upon the Closing Date, the Lenders, the Administrative Agent and the Collateral Agent authorize the Borrower or its designee to file UCC-3 financing statement amendments to terminate any financing statement of record filed with respect to the obligations naming any of the Released Credit Parties as a debtor and the Collateral Agent as the secured party of record.

15.3The Administrative Agent and the Collateral Agent hereby agree to promptly deliver to the Borrower or the Released Credit Parties, or to such persons as may be designated by the Borrower or the Released Credit Parties, all possessory collateral that was pledged or otherwise delivered to the Administrative Agent or the Collateral Agent by the Released Credit Parties or any of them and all possessory collateral constituting or evidencing the Stock and Stock Equivalents of each Dormant Subsidiary that was pledged or otherwise delivered to the Administrative Agent or the Collateral Agent under the Credit Documents prior to the Closing Date. The Lenders approve of and authorize such actions.

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EX-10.43

Exhibit 10.43

Amendment to Independent Contractor and Consultant Agreement

This Amendment to Independent Contractor and Consultant Agreement (this "Amendment") is entered into as of July 21, 2021 (“Effective Date”), by and between Laureate Education, Inc. ("Client"), Marcelo Barbalho Cardoso, Brazilian citizen, married, chemical engineer, bearer of the identity card RG No. 54.081.896-3 (SSP/SP), enrolled with the CPF/ME under No. 561.016.865-15 (“Individual Consultant”), of Alameda Alegrete, 367, Residencial 18 do Forte, Santana de Parnaíba, SP, Brasil, ZIP: 06543-245, and MC Consultoria and Assesoria Empresarial LTDA (“Consultant”), enrolled with the CNPJ under No. – 42.272.712/ 0001-00 ("Consultant"), of Alameda Rio Negro, 503-23o Andar-Sala 2313 B – Alphaville, Barueri/SP, Brasil, ZIP: 06454-000, and is subject to the following terms and conditions.

I. Background

Client and Individual Consultant executed that certain Independent Contractor and Consultant Agreement dated as of May 28, 2021 (the “Consultant Agreement”) pursuant to which Client retained Consultant to provide the services as set forth in the Consultant Agreement.

Individual Consultant has created a consulting company, which is the Consultant, and requests that Client permit Individual Consultant to assign the Consultant Agreement to Consultant.

Client has agreed to allow Individual Consultant to assign the Consultant Agreement to Consultant subject to agreement that the only employee of Consultant who shall work on matters for Client shall be the Individual Consultant.

All parties desire to evidence the assignment and the agreements set forth above by executing this Amendment.

II. Assignment to Consultant

As of the Effective Date, Individual Consultant hereby fully and unconditionally transfers, assigns, delivers and conveys to Consultant, all right, title and interest in and to the Consultant Agreement. Consultant hereby fully and unconditionally assumes and accepts all of Individual Consultant’s rights, title, interest and obligations under the Consultant Agreement as of the Effective Date. All references to “Consultant” under the Consultant Agreement shall refer to the Consultant as set forth in this Amendment instead of the Individual Consultant.

III. Services to be provided by Individual Consultant

Notwithstanding the assignment set forth above, Consultant agrees that Individual Consultant shall be the only employee of Consultant who shall provide services to Client under the Consultant Agreement. If Consultant desires to assign the services to be provided to Client under the Consultant Agreement to another employee other than Individual Consultant, Consultant shall notify Client and Client shall have five days to provide written notice to Consultant if Client consents to such change, such consent to be granted or withheld in Client’s sole and absolute discretion.

IV. Miscellaneous

Except as expressly set forth in this Amendment, the terms of the Consultant Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first written above.

CONSULTANT                    LAUREATE EDUCATION, INC.

By:     Marcelo Barbalho Cardoso        By:     Luis H. Novelo                

(signature)                    (signature)

Name: MC Consultoria and Assesoria    Name:     Luis H. Novelo             

(Print name)                    (Print name)

Title:     Title:     HR - VP                

Date:     July 30, 2021                Date:     Aug. 3, 2021                

INDIVIDUAL CONSULTANT                    

By:     Marcelo Barbalho Cardoso     

(signature)                        

Name:     Marcelo Barbalho Cardoso    

(Print name)                    

Date:     July 30, 2021            

2

EX-10.44

Exhibit 10.44

Second Amendment to Independent Contractor and ConsultantAgreement

This Second Amendment to Independent Contractor and Consultant Agreement (this "Amendment") is entered into as of March 1, 2022 (“Effective Date”), by and between Laureate Education, Inc. ("Client") and MC Consultoria and Assesoria Empresarial LTDA (“Consultant”), enrolled with the CNPJ under No. – 42.272.712/ 0001-00 ("Consultant"), of Alameda Rio Negro, 503-23o Andar-Sala 2313 B – Alphaville, Barueri/SP, Brasil, ZIP: 06454-000, and is subject to the following terms and conditions.

I. Background

Client and Consultant executed that certain Independent Contractor and Consultant Agreement dated as of May 28, 2021, as amended by that certain Amendment to Independent Contractor and Consultant Agreement dated as of July 21, 2021 (as amended, the “Consultant Agreement”) pursuant to which Client retained Consultant to provide the services as set forth in the Consultant Agreement.

Client and Consultant reviewed the consideration paid by Client to Consultant and have agreed to amend the consideration for the period commencing March 1, 2022 through February 28, 2023 in accordance with the terms and conditions of this Amendment.

II. Compensation during the Extended Term

Client and Consultant agree that for the services to be provided by Consultant to Client during the one-year period starting March 1, 2022, Client shall pay Consultant an Annual Base Fee of BRL 2,090,000, which shall be paid in twelve (12) equal monthly installments over a calendar year period, with each monthly installment being equal to BRL 160,769.23.Accordingly, to reflect the change in the Annual Base Fee, the section entitled “Annual Base Fee” in the table on Schedule A to the Consultant Agreement is deleted in its entirety and replaced with the following:

Annual Base Fee: BRL 2,090,000, which shall be paid in twelve (12) equal monthly installments over a calendar year period, with each monthly installment being equal to BRL 160,769.23. In addition, every December, the Consultant will receive one extra monthly fee, equivalent to 13th monthly. The 13th monthly payment shall be calculated based on the average of Annual Base Fee, Annual Bonus and any other cash consideration provided by Client to Consultant during such year, and in any event, calculated in accordance with applicable Brazil laws and regulations.

III. Miscellaneous

Except as expressly set forth in this Amendment, the terms of the Consultant Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first written above.

CONSULTANT                LAUREATE EDUCATION, INC.

By: Marcelo Barbalho Cardoso        By:     Luis H. Novelo                

(signature)                    (signature)

Name: Marcelo Barbalho Cardoso        Name:      Luis H. Novelo            

(Print name)                    (Print name)

Title:     EVP and COO                Title:     SVP and CHRO            

Date: March 16, 2022            Date:     March 8, 2022                

2

EX-21.1

Exhibit 21.1

Laureate Education, Inc.

List of Subsidiaries as of February 10, 2023

Company	Jurisdiction of Organization
LEI Combination Holdings Limited	Cayman Islands
Fleet Street Development Company SpA	Chile
Inmobiliaria Educacional SPA	Chile
Inmobiliaria e Inversiones San Genaro, SPA	Chile
Laureate SPA	Chile
Servicos Andinos SPA	Chile
Servicios Profesionales Ad Portas, Ltda.	Ecuador
Fleet Street Development Company Honduras, S. de R.L. de C.V.	Honduras
Laureate Education Asia Limited	Hong Kong
LEI China, Limited	Hong Kong
LEI Holdings, Ltd.	Hong Kong
India Centric Education Hub Private Limited	India
Exeter Street Holdings Sdn. Bhd.	Malaysia
Colegio Americano de Veracruz, S.C.1	Mexico
Colegio Villa Rica Coatzacoalcos, S.C.1	Mexico
Colegio Villa Rica, S.C.1	Mexico
Corparación Educativa de Celaya, S.C.	Mexico
Fundacion UVM, S.C. (fka Fundación Laureate S.C)	Mexico
Institute for Executive Development Mexico S.A. de C.V.	Mexico
Laureate Education Mexico, S. de R.L. de C.V.	Mexico
LE Proteccion Contigo Agente de Seguros, SA de CV.	Mexico
LEM Holdco, S DE RL De CV	Mexico
Servicios Regionales Universitarios LE, S.C.	Mexico
Universidad Autónoma de Veracruz, S.C.1	Mexico
Universidad del Valle de México, S.C.1	Mexico
Universidad Tecnológica de Mexico, S.C.2	Mexico
Administradora CA Universitaria, S.C.	Mexico
Education Trademark B.V.	Netherlands
Fleet Street Education B.V.	Netherlands
Fleet Street International Universities C.V.	Netherlands
Laureate I B.V.	Netherlands
Laureate Coöperatie U.A.	Netherlands
Laureate International B.V.	Netherlands
Laureate Middle East Holdings B.V.	Netherlands
Laureate OnLine Education B.V.	Netherlands
Laureate Netherlands Holding B.V. (fka Iniciativas Culturales de España B.V.)	Netherlands
Laureate Trademark Holding B.V.	Netherlands
LEI AMEA Investments B.V.	Netherlands
LEI European Investments, B.V.	Netherlands
Online Higher Education B.V.	Netherlands
Sumadi Global B.V.	Netherlands
Desarrollos Urbanos Educativas, S. de R.L.	Panama

1 D/B/A Universidad del Valle de Mexico

2 D/B/A Universidad Tecnológica de México; Universidad del Valle de Mexico

Laureate Peru, S.A.C. (fka Inversiones Educacionales Perú S.R.L.)	Peru
Laureate Education Perú S.A.C.	Peru
Metramark S.A.C.	Peru
Universidad Peruana de Ciencias Aplicadas, S.A.C.	Peru
Universidad Privada del Norte, S.A.C.	Peru
Instituto de Educacion Superior Privado Cibertec SAC (fka Instituto de Educación Superior Tecnológico Privado Red Avansys S.A.C.)	Peru
Laureate Vocational Saudi Limited	Saudi Arabia
LEI Singapore Holdings Pte. Ltd.	Singapore
Laureate-Obeikan, Ltd.	United Arabs Emirates
Exeter Street Holdings LLC	Maryland, USA
Fleet Street International University Holdings, LLC	Maryland, USA/ Netherlands
FSIUH Holding LLC	Maryland, USA/ Netherlands
Exeter Street Illinois LLC (fka Kendall College LLC)	Illinois, USA
Laureate US Holdings Corporation	Delaware, USA
LEI Administration, LLC	Maryland, USA
National Hispanic University, LLC	California, USA
Post-Secondary Education Acquisition Corporation	Delaware, USA
Sumadi US Holding Corporation	Delaware, USA

2

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-255452) and Form S-8 (No. 333-217010) of Laureate Education, Inc. of our report dated February 23, 2023 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP

Baltimore, Maryland
February 23, 2023

EX-31.1

Exhibit 31.1

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Eilif Serck-Hanssen, certify that:

1.    I have reviewed this Annual Report on Form 10-K of Laureate Education, Inc.;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information related to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 23, 2023

/s/ EILIF SERCK-HANSSEN

Eilif Serck-Hanssen

President and Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Richard M. Buskirk, certify that:

1.    I have reviewed this Annual Report on Form 10-K of Laureate Education, Inc.;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information related to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 23, 2023

/s/ RICHARD M. BUSKIRK

Richard M. Buskirk

Senior Vice President and Chief Financial Officer

EX-32

Exhibit 32

Certificate Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002

In connection with the Annual Report of Laureate Education, Inc. on Form 10-K for the annual period ended December 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of Laureate Education, Inc. does hereby certify, to the best of such officer’s knowledge and belief, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)    The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 23, 2023

/s/ EILIF SERCK-HANSSEN

Eilif Serck-Hanssen

President and Chief Executive Officer

/s/ RICHARD M. BUSKIRK

Richard M. Buskirk

Senior Vice President and Chief Financial Officer

XML

Cover Page - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Jan. 31, 2023	Jun. 30, 2022
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-38002
Entity Registrant Name	Laureate Education, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	52-1492296
Entity Address, Address Line One	PMB 1158, 1000 Brickell Avenue, Suite 715,
Entity Address, City or Town	Miami,
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33131
City Area Code	(786)
Local Phone Number	209-3368
Title of 12(b) Security	Common stock, par value $0.004 per share
Trading Symbol	LAUR
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth	false
ICFR Auditor Attestation Flag	true
Entity Shell Company	false
Entity Public Float			$ 1,241
Entity Common Stock, Shares Outstanding		157,012,698
Documents Incorporated by Reference	The registrant incorporates by reference its definitive proxy statement with respect to its 2023 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission within 120 days following the end of its fiscal year, into Part III of this Annual Report on Form 10‑K.
Amendment Flag	false
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Entity Central Index Key	0000912766

XML

Audit Information	12 Months Ended
	Dec. 31, 2022
Audit Information [Abstract]
Auditor Name	PricewaterhouseCoopers LLP
Auditor Location	Baltimore, Maryland
Auditor Firm ID	238

XML

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Statement [Abstract]
Revenues	$ 1,242,271	$ 1,086,701	$ 1,024,917
Costs and expenses:
Direct costs	907,365	814,490	802,458
General and administrative expenses	64,750	204,370	199,790
Loss on impairment of assets	144	72,488	351,971
Operating income (loss)	270,012	(4,647)	(329,302)
Interest income	7,567	4,378	2,169
Interest expense	(16,418)	(46,275)	(100,894)
Loss on debt extinguishment	0	(77,940)	(610)
Loss on derivatives, net	0	(24,517)	(25,980)
Other income (expense), net	770	(1,695)	(2,420)
Foreign currency exchange (loss) gain, net	(17,444)	13,791	13,474
Gain (loss) on disposals of subsidiaries, net	1,364	(602)	(7,276)
Income (loss) from continuing operations before income taxes and equity in net income of affiliates	245,851	(137,507)	(450,839)
Income tax (expense) benefit	(185,391)	(145,573)	130,069
Equity in net income of affiliates, net of tax	258	0	172
Income (loss) from continuing operations	60,718	(283,080)	(320,598)
Income (loss) from discontinued operations, net of tax benefit (expense) of $508, $(234,326) and $(114,257), respectively	8,260	486,865	(298,104)
Net income (loss)	68,978	203,785	(618,702)
Net loss (income) attributable to noncontrolling interests	595	(11,339)	5,371
Net income (loss) attributable to Laureate Education, Inc.	$ 69,573	$ 192,446	$ (613,331)
Basic earnings (loss) per share:
Income (loss) from continuing operations, basic (in dollars per share)	$ 0.37	$ (1.56)	$ (1.53)
Income (loss) from discontinued operations, basic (in dollars per share)	0.05	2.57	(1.40)
Basic earnings (loss) per share (in dollars per share)	0.42	1.01	(2.93)
Diluted earnings (loss) per share:
Income (loss) from continuing operations, diluted (in dollars per share)	0.36	(1.56)	(1.53)
Income (loss) from discontinued operations, diluted (in dollars per share)	0.05	2.57	(1.40)
Diluted earnings (loss) per share (in dollars per share)	$ 0.41	$ 1.01	$ (2.93)

XML

Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Statement [Abstract]
Tax benefit (expense) from gain on sales of discontinued operations	$ 508	$ (234,326)	$ (114,257)

XML

Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ 68,978	$ 203,785	$ (618,702)
Other comprehensive income (loss):
Foreign currency translation adjustment, net of tax of $0 for all years	77,233	421,972	133,827
Minimum pension liability adjustment, net of tax of $140, $0 and $0, respectively	560	(202)	(1,200)
Total other comprehensive (loss) income	77,793	421,770	132,627
Comprehensive income (loss)	146,771	625,555	(486,075)
Net comprehensive loss (income) attributable to noncontrolling interests	582	(11,327)	4,739
Comprehensive income (loss) attributable to Laureate Education, Inc.	$ 147,353	$ 614,228	$ (481,336)

XML

Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Statement of Comprehensive Income [Abstract]
Foreign currency translation adjustment, tax	$ 0	$ 0	$ 0
Minimum pension liability adjustment, tax	$ 140	$ 0	$ 0

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 85,167	$ 324,801
Restricted cash	8,617	20,774
Receivables:
Accounts and notes receivable	133,105	117,987
Other receivables	9,486	96,229
Allowance for doubtful accounts	(61,882)	(62,226)
Receivables, net	80,709	151,990
Income tax receivable	32,261	30,474
Prepaid expenses and other current assets	19,445	16,280
Total current assets	226,199	544,319
Property and equipment:
Land	127,154	121,173
Buildings	348,931	328,343
Furniture, equipment and software	494,004	459,189
Leasehold improvements	117,820	106,813
Construction in-progress	11,871	9,622
Accumulated depreciation and amortization	(576,373)	(525,623)
Property and equipment, net	523,407	499,517
Operating lease right-of-use assets, net	389,565	384,344
Goodwill	583,493	546,795
Tradenames, net	151,645	142,848
Deferred costs, net	5,310	5,981
Deferred income taxes	51,941	38,713
Other assets	40,677	42,629
Long-term assets held for sale	0	6,164
Total assets	1,972,237	2,211,310
Current liabilities:
Accounts payable	42,842	26,870
Accrued expenses	50,563	65,558
Accrued compensation and benefits	85,215	90,454
Deferred revenue and student deposits	51,264	43,959
Current portion of operating leases	38,994	38,149
Current portion of long-term debt and finance leases	56,184	49,082
Income taxes liabilities	38,738	38,705
Other current liabilities	17,587	18,097
Current liabilities held for sale	0	1,054
Total current liabilities	381,387	371,928
Long-term operating leases, less current portion	376,898	377,104
Long-term debt and finance leases, less current portion	175,929	104,588
Deferred compensation	10,379	11,896
Income taxes payable	131,301	96,463
Deferred income taxes	89,765	73,624
Other long-term liabilities	30,823	24,640
Long-term liabilities held for sale	0	9,795
Total liabilities	1,196,482	1,070,038
Redeemable noncontrolling interests and equity	1,398	1,714
Stockholders' equity:
Preferred stock, par value $0.001 per share – 50,000 shares authorized and no shares issued and outstanding as of December 31, 2022 and December 31, 2021	0	0
Additional paid-in capital	2,204,755	2,388,783
Retained earnings	39,244	15,523
Accumulated other comprehensive loss	(442,424)	(520,204)
Treasury stock at cost (73,766 shares held at December 31, 2022 and 48,220 shares held at December 31, 2021)	(1,026,272)	(744,174)
Total Laureate Education, Inc. stockholders' equity	776,226	1,140,843
Noncontrolling interests	(1,869)	(1,285)
Total stockholders' equity	774,357	1,139,558
Total liabilities and stockholders' equity	1,972,237	2,211,310
Common Stock
Stockholders' equity:
Common stock	$ 923	$ 915

XML

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	50,000,000	50,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Treasury stock, shares (in shares)	73,766,000	48,220,000
Common Stock
Common stock, par value ( in dollars per share)	$ 0.004	$ 0.004
Common stock, authorized (in shares)	700,000,000	700,000,000
Common stock, issued ( in shares)	230,779,000	228,831,000
Common stock, outstanding (shares)	157,013,000	180,611,000

XML

Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Total	Revision of Prior Period, Accounting Standards Update, Adjustment	Class A Common Stock	Common Stock	Common Stock	Common Stock Class A Common Stock	Common Stock Class B Common Stock	Common Stock Common Stock	Additional paid-in capital	(Accumulated deficit) retained earnings	(Accumulated deficit) retained earnings Revision of Prior Period, Accounting Standards Update, Adjustment	Accumulated other comprehensive (loss) income	Treasury stock at cost	Non-controlling interests
Balance of beginning of period (in shares) at Dec. 31, 2019						119,575,000	90,831,000
Balance, beginning of period at Dec. 31, 2019	$ 2,804,151					$ 542	$ 363		$ 3,724,636	$ 436,509		$ (1,073,981)	$ (271,106)	$ (12,812)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Non-cash stock compensation	13,298								13,298
Exercise of stock options and vesting of restricted stock and restricted stock units, net of shares withheld to satisfy tax withholding (in shares)						1,540,000
Exercise of stock options and vesting of restricted stock and restricted stock units, net of shares withheld to satisfy tax withholding	24,562					$ 6			24,556
Conversion of shares (in shares)						39,000	(39,000)
Conversion of shares	0
Purchase of treasury stock at cost (in shares)						(6,035,000)
Purchase of treasury stock at cost	(94,210)												(94,210)
Change in noncontrolling interests	861								(2,610)					3,471
Accretion of redeemable noncontrolling interests and equity	149								149
Reclassification of redeemable equity to non-redeemable equity	1,198													1,198
Net income (loss)	(618,702)									(613,331)				(5,371)
Foreign currency translation adjustment, net of tax of $0 for all years	133,827											133,195		632
Minimum pension liability adjustment, net of tax of $140, $0 and $0, respectively	(1,200)											(1,200)
Balance of end of period (in shares) at Dec. 31, 2020						115,119,000	90,792,000	0
Balance, end of period at Dec. 31, 2020	2,263,934	$ (101)				$ 548	$ 363	$ 0	3,760,029	(176,822)	$ (101)	(941,986)	(365,316)	(12,882)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Non-cash stock compensation	10,172								10,172
Exercise of stock options and vesting of restricted stock and restricted stock units, net of shares withheld to satisfy tax withholding (in shares)						581,000		296,000
Exercise of stock options and vesting of restricted stock and restricted stock units, net of shares withheld to satisfy tax withholding	642					$ 2		$ 2	638
Conversion of shares (in shares)						(90,497,000)	(90,792,000)	181,289,000
Conversion of shares	0					$ (550)	$ (363)	$ 913
Purchase of treasury stock at cost (in shares)			(25,203,000)					(974,000)
Purchase of treasury stock at cost	(378,858)												(378,858)
Special cash distribution, special cash dividend, and equitable adjustments to stock-based compensation awards	(1,381,787)								(1,381,787)
Change in noncontrolling interests	90								(181)					271
Accretion of redeemable noncontrolling interests and equity	(88)								(88)
Reclassification of redeemable equity to non-redeemable equity	(1)													(1)
Net income (loss)	203,785									192,446				11,339
Foreign currency translation adjustment, net of tax of $0 for all years	421,972											421,984		(12)
Minimum pension liability adjustment, net of tax of $140, $0 and $0, respectively	(202)											(202)
Balance of end of period (in shares) at Dec. 31, 2021				180,611,000		0	0	180,611,000
Balance, end of period at Dec. 31, 2021	1,139,558					$ 0	$ 0	$ 915	2,388,783	15,523		(520,204)	(744,174)	(1,285)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Non-cash stock compensation	8,776								8,776
Exercise of stock options and vesting of restricted stock and restricted stock units, net of shares withheld to satisfy tax withholding (in shares)					1,948,000
Exercise of stock options and vesting of restricted stock and restricted stock units, net of shares withheld to satisfy tax withholding	11,222					$ 8			11,214
Purchase of treasury stock at cost (in shares)					(25,546,000)
Purchase of treasury stock at cost	(282,098)												(282,098)
Special cash distribution, special cash dividend, and equitable adjustments to stock-based compensation awards	(250,188)								(204,336)	(45,852)
Change in noncontrolling interests	0								2					(2)
Accretion of redeemable noncontrolling interests and equity	0
Reclassification of redeemable equity to non-redeemable equity	316								316
Net income (loss)	68,978									69,573				(595)
Foreign currency translation adjustment, net of tax of $0 for all years	77,233											77,220		13
Minimum pension liability adjustment, net of tax of $140, $0 and $0, respectively	560											560
Balance of end of period (in shares) at Dec. 31, 2022				157,013,000	157,013,000
Balance, end of period at Dec. 31, 2022	$ 774,357				$ 923				$ 2,204,755	$ 39,244		$ (442,424)	$ (1,026,272)	$ (1,869)

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Consolidated Statements of Stockholders' Equity (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Statement of Stockholders' Equity [Abstract]
Foreign currency translation adjustment, tax	$ 0	$ 0	$ 0
Minimum pension liability adjustment, tax	$ (140)	$ 0	$ 0

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Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities
Net income (loss)	$ 68,978	$ 203,785	$ (618,702)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization expense	59,132	101,178	143,516
Amortization of operating lease right-of-use assets	29,394	44,078	80,203
Loss on impairment of assets	144	73,756	790,229
Gain on sales and disposal of subsidiaries, property and equipment and leases, net	(11,146)	(609,529)	(22,756)
Loss on derivative instruments	0	24,517	25,980
Payments for settlement of derivative contracts	0	0	(626)
Loss on debt extinguishment	0	77,999	610
Non-cash interest expense	1,591	6,761	17,450
Interest paid on deferred purchase price for acquisitions	0	0	(3,969)
Non-cash share-based compensation expense	8,776	10,172	13,298
Bad debt expense	21,972	34,370	117,867
Deferred income taxes	(530)	195,563	(185,652)
Unrealized foreign currency exchange loss (gain)	13,907	(7,033)	26,344
Non-cash loss from non-income tax contingencies	743	12,150	3,059
Payments for lease settlements	0	(46,804)	0
Other, net	6,086	1,106	408
Changes in operating assets and liabilities:
Receivables	(27,524)	(15,986)	(323,036)
Prepaid expenses and other assets	4,800	(17,433)	(28,504)
Accounts payable and accrued expenses	(10,464)	(45,329)	(47,200)
Income tax receivable/payable, net	31,330	(101,126)	99,563
Deferred revenue and other liabilities	(18,959)	(98,277)	171,474
Net cash provided by (used in) operating activities	178,230	(156,082)	259,556
Cash flows from investing activities
Purchase of property and equipment	(52,756)	(50,444)	(74,624)
Expenditures for deferred costs	(312)	(5,843)	(14,538)
Receipts from sales of discontinued operations, net of cash sold, property and equipment	83,414	2,150,820	676,569
Settlement of derivatives related to sale of discontinued operations and net investment hedge	0	(50,341)	0
Other, net	0	0	(7)
Net cash provided by investing activities	30,346	2,044,192	587,400
Cash flows from financing activities
Proceeds from issuance of long-term debt, net of original issue discount	496,253	46,493	528,382
Payments on long-term debt	(433,705)	(942,030)	(705,353)
Payments of deferred purchase price for acquisitions	0	0	(5,680)
Payments to purchase noncontrolling interests	0	0	(13,716)
Payments of special cash distributions, dividend, and dividend equivalent rights	(253,188)	(1,374,855)	0
Proceeds from exercise of stock options	13,216	3,411	25,716
Payments to repurchase common stock	(282,151)	(380,505)	(99,523)
Withholding of shares to satisfy tax withholding for vested stock awards and exercised stock options	(1,994)	(2,769)	(1,154)
Payments of call premiums and debt issuance costs	0	(32,980)	(779)
Distributions to noncontrolling interest holders	0	0	(609)
Net cash used in financing activities	(461,569)	(2,683,235)	(272,716)
Effects of exchange rate changes on Cash and cash equivalents and Restricted cash	1,202	(14,724)	(546)
Change in cash included in current assets held for sale	0	288,126	195,787
Net change in Cash and cash equivalents and Restricted cash	(251,791)	(521,723)	769,481
Cash and cash equivalents and Restricted cash at beginning of period	345,575	867,298	97,817
Cash and cash equivalents and Restricted cash at end of period	$ 93,784	$ 345,575	$ 867,298

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Description of Business

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of Business

Description of Business

Laureate Education, Inc. and subsidiaries (hereinafter Laureate, we, us, our, or the Company) provide higher education programs and services to students through licensed universities and higher education institutions (institutions). Laureate's programs are provided through institutions that are campus-based and through electronically distributed educational programs (online). We are domiciled in Delaware as a public benefit corporation, a demonstration of our long-term commitment to our mission to benefit our students and society. The Company completed its initial public offering (IPO) on February 6, 2017, and its shares are listed on the Nasdaq Global Select Market under the symbol “LAUR.”

Discontinued Operations

As a result of the strategic review first announced in January 2020, during the third quarter of 2020, the Company completed a sale of its operations in Chile and signed agreements to sell its operations in Brazil, Australia and New Zealand, as well as Walden University in the United States. These sales were completed during 2020 and 2021. Additionally, prior to 2020, the Company had announced the divestiture of certain other subsidiaries in Europe, Asia and Central America, which has been completed. These announcements represented strategic shifts that had a major effect on the Company’s operations and financial results. Accordingly, all of the divestitures that were part of these strategic shifts were accounted for as Discontinued Operations for all periods presented in accordance with Accounting Standards Codification (ASC) 205-20, “Discontinued Operations” (ASC 205).

All planned divestitures have now been completed, and the Company has concluded its strategic review process. The Company’s continuing operations are Mexico and Peru. All other markets have been divested (the Discontinued Operations). See Note 4, Discontinued Operations and Assets Held for Sale, and Note 5, Dispositions, for more information. Unless indicated otherwise, the information in the footnotes to the Consolidated Financial Statements relates to continuing operations.

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Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Significant Accounting Policies

Significant Accounting Policies

The preparation of the Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States (GAAP) requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosure of contingent assets and liabilities. Actual results could differ from these estimates.

Principles of Consolidation

General

Our Consolidated Financial Statements include all accounts of Laureate and our majority-owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation.

Noncontrolling Interests

A noncontrolling interest is the portion of a subsidiary that is not attributable to us either directly or indirectly. A noncontrolling interest can also be referred to as a minority interest. We recognize noncontrolling interest holders’ share of equity and net income or loss separately in Noncontrolling interests in the Consolidated Balance Sheets and Net loss (income) attributable to noncontrolling interests in the Consolidated Statements of Operations.

Foreign Currency Translation and Transaction Gains and Losses

The United States Dollar (USD) is the reporting currency of Laureate. Our subsidiaries’ financial statements are maintained in their functional currencies. The functional currency of each of our foreign subsidiaries is the currency of the economic environment in which the subsidiary primarily does business. Our foreign subsidiaries’ financial statements are translated into USD using the exchange rates applicable to the dates of the financial statements. Assets and liabilities are translated into USD using the period-end spot foreign exchange rates. Income and expenses are translated at the weighted-average exchange rates in

effect during the period. Equity accounts are translated at historical exchange rates. The effects of these translation adjustments are reported as a component of Accumulated other comprehensive income (loss) included in the Consolidated Statements of Stockholders’ Equity.

In the past, Laureate has had certain intercompany loans that were deemed to have the characteristics of a long-term investment. That is, the settlement of the intercompany loan was not planned or anticipated in the foreseeable future. Transaction gains and losses related to these types of loans are recorded as a component of Accumulated other comprehensive income (loss) included in the Consolidated Statements of Stockholders’ Equity. Transaction gains and losses related to all other intercompany loans are included in Foreign currency exchange gain (loss), net in the Consolidated Statements of Operations.

For any transaction that is in a currency different from the entity’s functional currency, Laureate records a gain or loss based on the difference between the exchange rate at the transaction date and the exchange rate at the transaction settlement date (or rate at period end, if unsettled) as Foreign currency exchange gain (loss), net in the Consolidated Statements of Operations.

Cash and Cash Equivalents

Laureate considers all highly liquid investments that are purchased with an original maturity of three months or less to be cash equivalents.

Restricted Cash

Restricted cash includes cash equivalents held as assets for a supplemental employment retention agreement for a former executive and, in 2021, cash equivalents held to collateralize letters of credit. In addition, Laureate may at times have restricted cash in escrow or otherwise have cash that is not available for use in current operations.

Financial Instruments

Laureate’s financial instruments consist of cash and cash equivalents, restricted cash, accounts and notes receivable, other receivables, accounts payable, debt, and operating and finance lease obligations. The fair value of these financial instruments approximates their carrying amounts reported in the Consolidated Balance Sheets, as discussed in Note 8, Debt.

Our cash accounts are maintained with high-quality financial institutions. Our accounts receivable are not concentrated with any one significant customer.

Accounts and Notes Receivable

We recognize student receivables when an academic session begins, although students generally enroll in courses prior to the start of the academic session. Receivables are recognized only to the extent that it is probable that we will collect substantially all of the consideration to which we are entitled in exchange for the goods and services that will be transferred to the student. Occasionally, certain of our institutions have sold certain student receivables to local financial institutions without recourse. These transactions were deemed sales of receivables and the receivables were derecognized from our Consolidated Balance Sheets.

Allowance for Doubtful Accounts

Receivables are deemed to be uncollectible when they have been outstanding for two years, or earlier when collection efforts have ceased, at which time they are written off. Prior to that, Laureate records an allowance for doubtful accounts to reduce our receivables to their net realizable value. Our allowance estimation methodology is based on the age of the receivables, the status of past-due amounts, historical collection trends, current economic conditions and student enrollment status. In the event that current collection trends differ from historical trends, an adjustment is made to the allowance account and bad debt expense.

The reconciliations of the beginning and ending balances of the Allowance for doubtful accounts were as follows:

For the years ended December 31,	2022		2021		2020
Balance at beginning of period	$	62,226	$	76,694	$	60,465
Additions: charges to bad debt expense	21,972		21,302		44,707
Deductions (a)	(22,316)		(35,770)		(28,478)
Balance at end of period	$	61,882	$	62,226	$	76,694

(a) Deductions include accounts receivable written off against the allowance (net of recoveries) and foreign currency translation.

Property and Equipment, and Leased Assets

Property and equipment includes land, buildings, furniture, equipment, software, library books, leasehold improvements, and construction in-progress. We record property and equipment at cost less accumulated depreciation and amortization. Software that is developed for internal use is classified within the line item titled Furniture, equipment and software in our Consolidated Balance Sheets. Repairs and maintenance costs are expensed as incurred. Assets under construction are recorded in Construction in-progress until they are available for use. Interest is capitalized as a component of the cost of projects during the construction period.

We conduct a significant portion of our operations at leased facilities, including many of Laureate’s higher education facilities and other office locations. Laureate analyzes each lease agreement to determine whether it should be classified as a finance lease or an operating lease. For operating leases, right-of-use (ROU) assets and lease liabilities are recognized at the commencement date of the lease based on the estimated present value of lease payments over the lease term. For finance leases, we initially record the assets and lease liabilities at the present value of the future minimum lease payments. As most of the Company’s leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The significant assumption used in estimating the present value of the lease payments is the incremental borrowing rate.

Depreciation is recorded on a straight-line basis over the estimated useful lives of the assets. Leasehold improvements, including structural improvements, are amortized using the straight-line method over the lesser of the estimated useful life of the asset or the lease term, including reasonably assured renewals or purchase options that are considered likely to be exercised. Laureate includes the amortization of assets recorded under finance leases within depreciation expense. Assets under finance leases are typically amortized over the related lease term using the straight-line method. We recognize operating lease rent expense on a straight-line basis over the lease term.

Depreciation and amortization periods are as follows:

Buildings	10-50 years
Furniture, equipment and software	2-10 years
Leasehold improvements	2-25 years

Direct and Deferred Costs

Direct costs reported on the Consolidated Statements of Operations represent the cost of operations, including selling and administrative expenses, which are directly attributable to specific business units.

Deferred costs on the Consolidated Balance Sheets consist primarily of direct costs associated with costs to obtain a contract. As discussed in Note 3, Revenue, Laureate defers certain commissions and bonuses earned by third-party agents and our employees that are considered incremental and recoverable costs of obtaining a contract with a customer. These costs are amortized over the period of benefit which ranges from two to four years. As of December 31, 2022 and 2021, the unamortized balances of contract costs were $3,855 and $2,678, respectively.

Debt Issuance Costs

Debt issuance costs were paid as a result of certain debt transactions and are presented as a deduction from debt. These debt issuance costs are amortized over the term of the associated debt instruments. The amortization expense is recognized as a component of Interest expense in the Consolidated Statements of Operations. As of December 31, 2022 and 2021, the unamortized balances of deferred financing costs were $2,060 and $3,588, respectively.

Goodwill, Other Intangible Assets and Long-lived Assets

Goodwill

Goodwill primarily represents the amounts paid by Wengen Alberta, Limited Partnership (Wengen) in excess of the fair value of the net assets acquired in the August 2007 leveraged buyout transaction (LBO), plus the excess purchase price over fair value of net assets for businesses acquired after the LBO transaction.

Goodwill is evaluated annually as of October 1st each year for impairment at the reporting unit level, in accordance with ASC 350, “Intangibles - Goodwill and Other.” We also evaluate goodwill for impairment on an interim basis if events or changes in circumstances between annual tests indicate that the asset may be impaired. Goodwill is impaired when the carrying amount of a reporting unit’s goodwill exceeds its implied fair value. A reporting unit is defined as a component of an operating segment for which discrete financial information is available and regularly reviewed by management of the segment.

On January 1, 2020, the Company adopted Accounting Standards Update (ASU) No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment. This ASU requires entities to calculate goodwill impairment as the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill.

Under the updated guidance, the Company continues to have the option of first performing a qualitative goodwill impairment assessment (i.e., step zero) in order to determine if the quantitative impairment test is necessary. The requirement to perform a qualitative assessment for a reporting unit with a zero or negative carrying amount is eliminated. Based on the qualitative assessment, if we determine that it is more likely than not that the fair value of the reporting unit is greater than its carrying amount, the quantitative impairment test is not required.

If we do not perform the qualitative assessment for a reporting unit or determine that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, a quantitative fair value-based test is performed. We estimate the fair value of each reporting unit, and, if the carrying amount of the reporting unit is less than the reporting unit’s estimated fair value, then there is no goodwill impairment. If the carrying amount of the reporting unit exceeds its estimated fair value, then goodwill is impaired and the difference between the reporting unit's carrying amount and its fair value is recognized as a loss on impairment of assets in the Consolidated Statements of Operations. We completed our annual impairment testing, and no impairments of goodwill were identified.

Our valuation approach to estimate the fair value of a reporting unit has historically utilized a weighted combination of a discounted cash flow analysis and a market multiples analysis. The discounted cash flow analysis relies on historical data and internal estimates, which are developed as a part of our long-range plan process, and includes an estimate of terminal value based on these expected cash flows using the generally accepted Gordon Dividend Growth formula, which derives a valuation using an assumed perpetual annuity based on the reporting unit’s residual cash flows. The discount rate is based on the generally accepted Weighted Average Cost of Capital methodology, and is derived using a cost of equity based on the generally accepted Capital Asset Pricing Model and a cost of debt based on the typical rate paid by market participants. The market multiples analysis utilizes multiples of business enterprise value to revenues, operating income and earnings before interest, taxes, depreciation and amortization of comparable publicly traded companies and multiples based on fair value transactions where public information is available. Significant assumptions used in estimating the fair value of each reporting unit include: (1) the revenue and profitability growth rates and (2) the discount rate.

Other Intangible Assets

Other intangible assets on the Consolidated Balance Sheets include acquired indefinite-lived tradenames, which are valued using the relief-from-royalty method. This method estimates the amount of royalty expense that we would expect to incur if the assets were licensed from a third party. We use publicly available information in determining certain assumptions to assist us in estimating fair value using market participant assumptions. Any costs incurred to internally develop new tradenames are expensed as incurred. Accreditations are not considered a separate unit of account and their values are embedded in the cash

flows generated by the institution, which are used to value its tradename. The Company does not believe accreditations have significant value on their own due to the fact that they are neither exclusive nor scarce, and the direct costs associated with obtaining accreditations are not material. Other intangible assets also included the Laureate tradename, which in 2020 was determined to no longer have an indefinite life and was fully amortized as of December 31, 2021.

Indefinite-lived tradenames are evaluated annually as of October 1st each year for impairment as well as on an interim basis if events or changes in circumstances between annual tests indicate that the asset may be impaired. The impairment test for indefinite-lived intangible assets generally requires a new determination of the fair value of the intangible asset using the relief-from-royalty method. If the fair value of the intangible asset is less than its carrying value, the intangible asset is adjusted to its new estimated fair value, and an impairment loss is recognized. Significant assumptions used in estimating the fair value of indefinite-lived tradenames include: (1) the revenue growth rates; (2) the discount rates; and (3) the estimated royalty rates.

Long-lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or group of assets may not be fully recoverable. These events or changes in circumstances may include, but are not limited to, a significant deterioration of operating results, a change in regulatory environment, changes in business plans, or adverse changes in anticipated future cash flows. If an impairment indicator is present, we evaluate recoverability by a comparison of the carrying amount of the assets to future undiscounted net cash flows expected to result from the use and eventual disposition of the assets. If the assets are determined to be impaired, the impairment recognized is the excess of the carrying amount over the fair value of the assets. Fair value is generally determined by the discounted cash flow method. The discount rate used in any estimate of discounted cash flows is the rate commensurate with a similar investment of similar risk.

Derivative Instruments

In the normal course of business, our operations have exposure to fluctuations in foreign currency values and interest rate changes. Accordingly, Laureate may seek to mitigate a portion of these risks through a risk-management program that includes the use of derivative financial instruments (derivatives). In the past, Laureate has selectively entered into foreign exchange forward contracts to reduce the earnings impact related to receivables and payables that are denominated in foreign currencies. In addition, in certain cases Laureate has used interest rate swaps to mitigate certain risks associated with floating-rate debt arrangements. We do not engage in speculative or leveraged transactions, nor do we hold or issue derivatives for trading purposes. Laureate reports any derivatives on our Consolidated Balance Sheets at fair value, including any identified embedded derivatives. Realized and unrealized gains and/or losses resulting from derivatives are recognized in our Consolidated Statements of Operations, unless designated and effective as a hedge.

For derivatives that are both designated and effective as cash flow hedges, gains or losses associated with the change in fair value of the derivatives are recognized on our Consolidated Balance Sheets as a component of Accumulated other comprehensive income (loss) and amortized over the term of the related hedged items. For derivatives that are both designated and effective as net investment hedges, gains or losses associated with the change in fair value of the derivatives are recognized on our Consolidated Balance Sheets as a component of Accumulated other comprehensive income (loss).

Revenue Recognition

Our revenues primarily consist of tuition and educational service revenues. We also generate other revenues from student fees and other education-related activities. These other revenues are less material to our overall financial results and have a tendency to trend with tuition revenues. Revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. These revenues are recognized net of scholarships and other discounts, refunds and waivers. For further description, see Note 3, Revenue.

Advertising

Laureate expenses advertising costs as incurred. Advertising expenses were $61,871, $53,629 and $45,318 for the years ended December 31, 2022, 2021 and 2020, respectively, and are recorded in Direct costs in our Consolidated Statements of Operations.

Share-based Compensation

Share-based compensation expense is based on the grant-date fair value estimated in accordance with the provisions of ASC 718, “Compensation – Stock Compensation.” Laureate recognizes share-based compensation expense, less estimated forfeitures, on a straight-line basis over the requisite service period for time-based awards and graded vesting basis for performance-based awards. Laureate estimates forfeitures based on historical activity, expected employee turnover, and other qualitative factors which are adjusted for changes in estimates and award vesting. All expenses for an award will be recognized by the time it becomes fully vested.

We use the Black-Scholes-Merton option pricing model to calculate the fair value of stock options. This option valuation model requires the use of subjective assumptions, including the estimated fair value of the underlying common stock, the expected stock price volatility, and the expected term of the option. Prior to the IPO, the estimated fair value of the underlying common stock was based on third-party valuations. After our IPO, the estimated fair value of the underlying common stock is based on the closing price of our common stock on the grant date. Because we have only been publicly traded since February 2017, our volatility estimates are based on an average of: (1) a peer group of companies and (2) Laureate's historical volatility. We estimate the expected term of awards to be the weighted average mid-point between the vesting date and the end of the contractual term. We use this method to estimate the expected term because we do not have sufficient historical exercise data.

During the years ended,December 31, 2022, 2021, and 2020, Laureate has granted restricted stock, restricted stock units, and performance awards for which the vesting is based on annual performance metrics of the Company. For interim periods, we use our year-to-date actual results, financial forecasts, and other available information to estimate the probability of the award vesting based on the performance metrics. The related compensation expense recognized is affected by our estimates of the vesting probability of these performance awards.

Income Taxes

Laureate records the amount of taxes payable or refundable for the current year. Deferred income tax assets and liabilities are recorded with respect to temporary differences in the accounting treatment of items for GAAP financial reporting purposes and for income tax purposes. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period in which the new rate is enacted. Where, based on the weight of all available evidence, it is more likely than not that some portion of recorded deferred tax assets will not be realized, a valuation allowance is established for the amount that, in management's judgment, is sufficient to reduce the deferred tax asset to an amount that is more likely than not to be realized.

A tax position must meet a minimum probability threshold before a financial statement benefit is recognized. The minimum threshold is defined as a tax position that is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position and having full knowledge of all relevant information. This involves the use of significant estimates and assumptions by management with respect to the potential outcome of positions taken on tax returns that may be reviewed by tax authorities.

We earn substantially all of our income from subsidiaries located in countries outside the United States. Deferred tax liabilities have not been recognized for undistributed historical foreign earnings because management believes that the historical retained earnings will be indefinitely reinvested outside the United States under the Company's planned tax-neutral methods. Our assertion that earnings from our foreign operations will be indefinitely reinvested is supported by projected working capital and long-term capital plans in each foreign subsidiary location in which the earnings are generated. Additionally, we believe that we have the ability to indefinitely reinvest foreign earnings based on our domestic operation's cash repatriation strategies, projected cash flows, projected working capital and liquidity, and the expected availability of capital within the debt or equity markets. If our expectations change based on future developments, such that some or all of the undistributed earnings of our foreign subsidiaries may be remitted to the United States in the foreseeable future, we will be required to recognize deferred tax expense and liabilities on any amounts that we are unable to repatriate in a tax-free manner.

For additional information regarding income taxes and deferred tax assets and liabilities, see Note 13, Income Taxes.

Contingencies

Laureate accrues for contingent obligations when it is probable that a liability has been incurred and the amount or range of amounts is reasonably estimable. As new facts become known to management, the assumptions related to a contingency are

reviewed and adjustments are made, as necessary. Any legal costs incurred related to contingencies are expensed as incurred.

Recently Adopted Accounting Standards

Accounting Standards Update (ASU) No. 2020-04 (ASU 2020-04), Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting

In March 2020, the Financial Accounting Standards Board (FASB) issued ASU 2020-04 which provides optional expedients for a limited period of time for accounting for contracts, hedging relationships, and other transactions affected by the London Interbank Offered Rate (LIBOR) or other reference rates expected to be discontinued. Specifically, to the extent the Company's debt and other agreements are modified to replace LIBOR with another interest rate index, ASU 2020-04 will permit the Company to account for the modification as a continuation of the existing contract without additional analysis. These optional expedients can be applied from March 2020 through December 31, 2022 on a prospective basis. In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, to extend the period the optional expedients can be applied from December 31, 2022 to December 31, 2024. During the fourth quarter of 2022, the Company adopted the optional relief guidance provided under ASU 2020-04 in connection with the amendment of our revolving credit facility. The amendment was done in response to the planned phase out of LIBOR and the only contractual change was to update the reference rate from LIBOR to the Secured Overnight Financing Rate (SOFR). See Note 8, Debt, for further discussion. There was no material impact to our consolidated financial statements during the year ended December 31, 2022 as a result of adoption of this standard.

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Revenue

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

Revenue

Revenue

Revenue Recognition

Our revenues primarily consist of tuition and educational service revenues. We also generate other revenues from student fees and other education-related activities. These other revenues are less material to our overall financial results and have a tendency to trend with tuition revenues. Revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. These revenues are recognized net of scholarships and other discounts, refunds and waivers. Laureate's institutions have various billing and academic cycles.

We determine revenue recognition through the five-step model prescribed by ASC Topic 606, Revenue from Contracts with Customers, as follows:

•Identification of the contract, or contracts, with a customer;

•Identification of the performance obligations in the contract;

•Determination of the transaction price;

•Allocation of the transaction price to the performance obligations in the contract; and

•Recognition of revenue when, or as, we satisfy a performance obligation.

We assess collectibility on a portfolio basis prior to recording revenue. Generally, students cannot re-enroll for the next academic session without satisfactory resolution of any past-due amounts. If a student withdraws from an institution, Laureate's obligation to issue a refund depends on the refund policy at that institution and the timing of the student's withdrawal. Generally, our refund obligations are reduced over the course of the academic term. We record refunds as a reduction of deferred revenue as applicable.

The following table shows the components of Revenues by reportable segment and as a percentage of total net revenue for the years ended December 31, 2022, 2021 and 2020:

	Mexico		Peru		Corporate(1)		Total
2022
Tuition and educational services	$	778,066	$	613,379	$	—	$	1,391,445	112	%
Other	112,294		58,087		4,091		174,472		14	%
Gross revenue	890,360		671,466		4,091		1,565,917		126	%
Less: Discounts / waivers / scholarships	(276,418)		(47,228)		—		(323,646)		(26)	%
Total	$	613,942	$	624,238	$	4,091	$	1,242,271	100	%
2021
Tuition and educational services	$	679,430	$	526,987	$	—	$	1,206,417	111	%
Other	92,719		48,363		9,216		150,298		14	%
Gross revenue	772,149		575,350		9,216		1,356,715		125	%
Less: Discounts / waivers / scholarships	(231,720)		(38,294)		—		(270,014)		(25)	%
Total	$	540,429	$	537,056	$	9,216	$	1,086,701	100	%
2020
Tuition and educational services	$	634,956	$	482,977	$	—	$	1,117,933	109	%
Other	81,764		41,869		7,432		131,065		13	%
Gross revenue	716,720		524,846		7,432		1,248,998		122	%
Less: Discounts / waivers / scholarships	(182,113)		(41,968)		—		(224,081)		(22)	%
Total	$	534,607	$	482,878	$	7,432	$	1,024,917	100	%

(1) Includes the elimination of inter-segment revenues.

Performance Obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of accounting in Topic 606. A contract’s transaction price is allocated to each performance obligation identified in the arrangement based on the relative standalone selling price of each distinct good or service in the contract and recognized as revenue when, or as, the performance obligation is satisfied. The primary method used to estimate standalone selling price is the adjusted market assessment approach, under which we evaluate the market and estimate the price that a customer would be willing to pay for the goods and services we provide.

Our performance obligations are primarily satisfied over time during the course of an academic semester or academic year. Laureate's transaction price is determined based on gross price, net of scholarships and other discounts, refunds and waivers. The majority of our revenue is derived from tuition and educational services agreements with students, and thus, is recognized over time on a weekly straight-line basis over each academic session. We view the knowledge gained by the student as the benefit which the student receives during the academic sessions. We use the output method to recognize tuition and educational services revenue as this method faithfully depicts our performance toward complete satisfaction of the performance obligation. Dormitory/residency revenues, which are included in the Other line item in the table above, are recognized over time throughout the occupancy period using the output method based on the proportional period of time elapsed which faithfully depicts our performance toward complete satisfaction of the performance obligation.

We have elected the optional exemption to not disclose amounts where the performance obligation is part of a contract that has an original expected duration of one year or less. We expect to recognize substantially all revenue on these remaining performance obligations over the next 12 months.

Contract Balances

The timing of billings, cash collections and revenue recognition results in accounts receivable (contract assets) and deferred revenue and student deposits (contract liabilities) on the Consolidated Balance Sheets. We have various billing and academic cycles and recognize student receivables when an academic session begins, although students generally enroll in courses prior to the start of the academic session. Receivables are recognized only to the extent that it is probable that we will collect substantially all of the consideration to which we are entitled in exchange for the goods and services that will be transferred to the student. We receive advance payments or deposits from our students before revenue is recognized, which are recorded as contract liabilities in deferred revenue and student deposits. Payment terms vary by university with some universities requiring payment in advance of the academic session and other universities allowing students to pay in installments over the term of the academic session.

All of our contract assets are considered accounts receivable and are included within the Accounts and notes receivable balance in the accompanying Consolidated Balance Sheets. Total accounts receivable from our contracts with students were $133,105 and $117,987 as of December 31, 2022 and 2021, respectively. All contract asset amounts are classified as current. Contract liabilities in the amount of $51,264 and $43,959 were included within the Deferred revenue and student deposits balance in the current liabilities section of the accompanying Consolidated Balance Sheets as of December 31, 2022 and 2021, respectively. Substantially all of the contract liability balance at the beginning of the year was recognized into revenue during the year ended December 31, 2022.

Costs to Obtain a Contract

Certain commissions and bonuses earned by third-party agents and our employees are considered incremental and recoverable costs of obtaining a contract with a customer. These costs are deferred and then amortized over the period of benefit which ranges from two to four years. We determined the expected period of benefit, by university, as the expected student enrollment period. As of December 31, 2022 and 2021, the asset balances were approximately $8,800 and $5,800, respectively, and the accumulated amortization balances were approximately $4,900 and $3,100, respectively, both of which are included in Deferred costs, net, in the accompanying Consolidated Balance Sheets. The associated operating costs of approximately $1,700 and $1,400, respectively, were recorded in Direct costs in the accompanying Consolidated Statement of Operations for the years ended December 31, 2022 and 2021. We also pay certain commissions and bonuses where the period of benefit is one year or less.

Practical Expedients

We recognize the incremental costs of obtaining a contract with a student as an expense when incurred in instances where the amortization period of the asset that we would have recognized is one year or less.

We have made an accounting policy election to exclude from the measurement of the transaction price all taxes assessed by governmental authorities that are both imposed on and concurrent with specific revenue-producing transactions and collected by the entity from our customers (e.g., sales, use, value added and excise taxes).

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Discontinued Operations and Assets Held for Sale

12 Months Ended

Dec. 31, 2022

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations and Assets Held for Sale

Discontinued Operations and Assets Held for Sale

As discussed in Note 1, Description of Business, the Company's principal markets are Mexico and Peru. All other markets have been divested.

Summarized operating results and cash flows of the Discontinued Operations are presented in the following table:

For the years ended December 31,	2022		2021		2020
Revenues	$	—	$	542,979	$	1,674,602
Depreciation and amortization expense	—		—		(60,378)
Share-based compensation expense	—		(1,277)		(3,050)
Other direct costs	—		(433,127)		(1,313,258)
Loss on impairment of assets	—		(1,268)		(438,258)
Other non-operating expense	—		(22,288)		(68,553)
Gain on sale of discontinued operations before taxes, net	7,752		636,172		25,048
Pretax income (loss) of discontinued operations	7,752		721,191		(183,847)
Income tax benefit (expense)	508		(234,326)		(114,257)
Income (loss) from discontinued operations, net of tax	$	8,260	$	486,865	$	(298,104)
Operating cash flows of discontinued operations	$	—	$	39,544	$	288,271
Investing cash flows of discontinued operations	$	—	$	(11,161)	$	(48,428)
Financing cash flows of discontinued operations	$	—	$	(18,054)	$	(969)

2021 Loss Recognized on Held-For-Sale Disposal Group

Brazil

During the first quarter of 2021, the Company recorded a loss of approximately $32,400 related to the Brazil disposal group, which was classified as a Discontinued Operation, in order to write down the carrying value of those assets to their estimated fair value less costs to sell as of March 31, 2021, in accordance with ASC 360-10, “Impairment and Disposal of Long-lived Assets” (ASC 360-10). The estimated fair value was based on the sale agreement for the disposal group that was announced on November 2, 2020, as previously disclosed. The sale of the Brazil disposal group closed on May 28, 2021. See Note 5, Dispositions, for more information.

2020 Impairments and Losses Recognized on Held-For-Sale Disposal Groups

Chile

As described in Note 1, Description of Business, in January 2020, Laureate's Board of Directors authorized the Company to explore strategic alternatives for each of its businesses to unlock shareholder value. As part of that process, the Company evaluated all potential options for its remaining businesses, including sales, spin-offs or business combinations. During the second quarter of 2020, the Company received and considered information regarding the market valuation for control of its Chilean operations, which was both a reporting unit and an asset group. In a divestiture scenario, this market feedback revealed the range of values that could be expected to be offered by potential investors, and this range of values was lower than carrying value. The reasons for this included uncertainties that market participants had around operating higher education institutions in Chile related to the challenging political and regulatory environment and the possibility that a new Chilean constitution could become effective. These uncertainties particularly affected the views of market participants (as well as the views of the Company) about operating a not-for-profit education institution in Chile.

After assessing these factors, the Company concluded that it was more likely than not that the fair value of its Chile reporting unit was less than its carrying value. Accordingly, the Company performed an impairment test of the long-lived assets that were part of the Chile reporting unit. Because Chile had not yet met the held-for-sale criteria as of June 30, 2020, the long-lived assets other than goodwill were evaluated for impairment under the held-and-used model, based on the probability-weighted cash flows expected to be generated by the asset group. Goodwill was also evaluated for impairment. The projections used in the impairment testing included key assumptions around the effect of regulatory uncertainties on the future cash flows expected to be generated, reducing the estimates of those cash flows. In addition, the projections incorporated assumptions around

growth rates, tax rates and discount rates. The inputs used were not observable to active markets and were therefore deemed “Level 3” inputs in the fair value hierarchy.

As a result of the impairment test, the Company determined that the carrying value of the Chile asset group exceeded its fair value by approximately $418,000 and recorded an impairment charge in that amount during the second quarter of 2020, as follows:

Goodwill and tradenames	$	238,400
Land and buildings	80,600
Other long-lived assets	36,500
Operating lease right-of-use assets, net	62,500
Total Chile impairment	$	418,000

In addition, the Company had recorded within stockholders’ equity, as a component of accumulated other comprehensive income, approximately $293,000 of accumulated foreign currency translation losses associated with the Chilean operations. As discussed further in Note 5, Dispositions, the Company completed the divestiture of its Chilean operations during the third quarter of 2020 and, as a result, these accumulated foreign currency translation losses were recognized as part of the loss on sale.

Honduras

During the second quarter of 2020, the Company recorded a loss of approximately $10,000 related to the Honduras disposal group, which was classified as a Discontinued Operation, in order to write down the carrying value of those assets to their estimated fair value at that time, in accordance with ASC 360-10. During the third quarter of 2020, the Company recorded an additional loss of approximately $10,000 related to the Honduras disposal group, in order to adjust the carrying value of those assets to their estimated fair value based on the sale agreement for the institution that was signed in October 2020.

Brazil

During the third quarter of 2020, the Company signed an agreement to sell its Brazil operations and, as a result, Brazil was classified as a Discontinued Operation for all periods presented. In connection with this decision to sell Brazil, the Company recorded a loss of approximately $190,000 in order to write down the carrying value of the Brazil disposal group to its estimated fair value less costs to sell, as required by ASC 360-10. The estimated fair value was based on an offer received from a market participant. Because the held-for-sale criteria were met during the third quarter, the carrying value used to evaluate the Brazil business included the accumulated foreign currency translation losses associated with Brazil, resulting in this loss. During the fourth quarter of 2020, the Company recorded an additional loss of approximately $15,000 in order to adjust the carrying value of the Brazil disposal group to its estimated fair value less costs to sell as of December 31, 2020.

During the second quarter of 2022, the Company completed the transfer of the remaining assets and liabilities of the Discontinued Operations that were classified as held for sale as of December 31, 2021, which resulted in a gain of approximately $4,300. The carrying amounts of the major classes of assets and liabilities that were classified as held for sale as of December 31, 2021 are presented in the following table:

	December 31, 2022		December 31, 2021
Assets of Discontinued Operations
Operating lease assets	$	—	$	6,164
Total assets held for sale	$	—	$	6,164

Liabilities of Discontinued Operations
Operating leases, including current portion	$	—	$	10,849
Total liabilities held for sale	$	—	$	10,849

Dispositions

2022 Receipt of Escrow Receivable from Sale of Walden

On August 12, 2021, pursuant to the Membership Interest Purchase Agreement (the Walden Purchase Agreement) with Adtalem Global Education Inc. (the Walden Purchaser), the Company sold to the Walden Purchaser all of the issued and outstanding equity interest in Walden e-Learning, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (Walden), and its subsidiary, Walden University, LLC, a Florida limited liability company and an indirect wholly owned subsidiary of the Company (together with Walden, the Walden Group). At the closing date of August 12, 2021, the Walden Purchaser paid an additional $74,000 of the sale transaction value into an escrow account, which was to be released in full or in part to the Company one year following the closing of the transaction pursuant to the terms and conditions of the escrow agreement. On August 23, 2022, the Company received approximately $71,700 of the escrow amount.

2021 Dispositions

Honduras Divestiture

On March 8, 2021, the Company completed the divestiture of its operations in Honduras to Fundación Nasser, a not-for-profit foundation in Honduras. In connection with the transaction, the Company transferred control of Fundaempresa, which manages Universidad Tecnológica Centroamericana (UNITEC), including Centro Universitario Tecnológico (CEUTEC). The proceeds received, net of cash sold, closing costs and a working capital adjustment that was completed during the second quarter of 2021, were approximately $24,000. As a result of the sale, the Company recognized a pre-tax loss of approximately $1,700, which is included in Income (loss) from discontinued operations, net of tax in the Consolidated Statement of Operations for the year ended December 31, 2021. Under the transaction terms, additional consideration of $2,000 was paid into an escrow account at closing and, assuming certain conditions are met, will be released to the Company based on the following schedule: 50% after 18 months, 25% after 24 months and 25% after 36 months. During the third quarter of 2022, the Company received the first scheduled escrow payment of $1,000.

Receipt of Remaining Escrow Receivable from Sale of China Operations

On January 25, 2018, the Company completed the sale of LEI Lie Ying Limited in China. At the closing of the sale on January 25, 2018, a portion of the total transaction value was paid into an escrow account, to be distributed to the Company pursuant to the terms and conditions of the escrow agreement. In June 2020, the Company received approximately one-half of the escrow account, and the remainder was due in January 2021. In April 2021, the Company received 168,284 Hong Kong Dollars (approximately $21,650 at the date of receipt), which represented payment in full for the remainder of the escrow account. Accordingly, the Company recognized a gain of approximately $13,600, which is included in Income (loss) from discontinued operations, net of tax, in the Consolidated Statement of Operations for the year ended December 31, 2021.

Brazil Divestiture

On May 28, 2021, the Company completed the sale of its operations in Brazil to Ânima Holding S.A. (Anima). The proceeds received at the date of sale, net of cash sold, transaction fees and settlement of foreign currency swaps, were approximately $625,000. The Company used a portion of the proceeds to repay the remaining balance outstanding under its Senior Notes due 2025. Additionally, the buyer assumed indebtedness, gross of cash sold, of approximately $121,000. The Company recognized a pre-tax gain on the sale of approximately $33,000, which included: i) the derecognition of the carrying value of the disposal group; ii) working capital and purchase price adjustments that were completed during the third and fourth quarters of 2021; and iii) contingent consideration of approximately $6,500 that was recognized during the fourth quarter of 2021, in accordance with the terms of the sale agreement. This gain is included in Income (loss) from discontinued operations, net of tax in the Consolidated Statement of Operations for the year ended December 31, 2021.

Walden Divestiture

On August 12, 2021, the Company closed the transaction pursuant to the Membership Interest Purchase Agreement (the Walden Purchase Agreement), dated September 11, 2020, with Adtalem Global Education Inc., a Delaware corporation (the Walden Purchaser). Pursuant to the Walden Purchase Agreement, the Company sold to the Walden Purchaser all of the issued and outstanding equity interest in Walden e-Learning, LLC, a Delaware limited liability company and a wholly owned

subsidiary of the Company (Walden), and its subsidiary, Walden University, LLC, a Florida limited liability company and an indirect wholly owned subsidiary of the Company (together with Walden, the Walden Group).

The cash proceeds received, net of cash sold, transaction fees, and certain closing adjustments, were approximately $1,403,500. Also, at the closing date of August 12, 2021, the Walden Purchaser paid an additional $74,000 of the sale transaction value into an escrow account, which was to be released in full or in part to the Company one year following the closing of the transaction pursuant to the terms and conditions of the escrow agreement. As described above, on August 23, 2022, the Company received approximately $71,700 of the escrow amount. In addition, approximately $83,600 of restricted cash that related to collateralized regulatory obligations was released during the fourth quarter of 2021. The Company recognized a pre-tax gain on the sale of approximately $619,400, as well as estimated tax expense of approximately $278,000. The gain included the derecognition of the carrying value of Walden as well as a working capital settlement that was completed during the fourth quarter of 2021 and is included in Income (loss) from discontinued operations, net of tax in the Consolidated Statement of Operations for the year ended December 31, 2021.

Collection of Note Receivable from Divestiture of Chilean Operations

On September 10, 2020, the Company completed the divestiture of its operations in Chile. Under the terms of the agreement, the purchase price included a note receivable of $21,500 that was payable one year from the date of divestiture. In September 2021, the Company collected this receivable.

2020 Dispositions

Sale of Costa Rica Operations

On January 10, 2020, Laureate International B.V., a Netherlands private limited liability company (Laureate International), an indirect, wholly owned subsidiary of the Company, entered into, and consummated the transactions contemplated by, an Equity Purchase Agreement (the Costa Rica Agreement) with SP Costa Rica Holdings, LLC, a Delaware limited liability company (the Costa Rica Buyer).

Pursuant to the Agreement, the Costa Rica Buyer purchased from Laureate International (i) all of the equity units of Education Holding Costa Rica, S.R.L., which owned, directly or indirectly, all of the equity units of Lusitania S.R.L., Universidad ULatina, S.R.L. (ULatina) and Universidad Americana UAM, S.R.L. (collectively, Laureate Costa Rica) and (ii) a note due from ULatina to Laureate International. Consideration for the transaction consisted of $15,000 paid at closing and up to $7,000 to be paid within the next two years if Laureate Costa Rica met certain performance metrics. The relevant performance metrics were not met, and accordingly the Company did not receive any additional proceeds. The proceeds received, net of cash sold, transaction fees and a working capital adjustment that was completed during the second quarter of 2020, were approximately $1,800. Additionally, Laureate Costa Rica retained obligations to pay approximately $30,000 in finance lease indebtedness for which the Costa Rica Buyer has no recourse to Laureate International. During 2019, the Company recorded a loss of approximately $25,000 on the held-for-sale Costa Rica disposal group, in order to write down the carrying value of those assets to their estimated fair value, per ASC 360-10. Upon completion of the sale in January 2020 and after including the working capital adjustment, the Company recognized additional pre-tax loss of approximately $18,600, which related to subsequent changes in net carrying values and is included in Income (loss) from discontinued operations, net of tax on the Consolidated Statement of Operations for the year ended December 31, 2020.

The Costa Rica Buyer was controlled by certain affiliates of Sterling Capital Partners II, L.P. (Sterling II). Previously, Sterling II had the right to designate a director to the Laureate Board of Directors pursuant to a securityholders agreement, and Steven Taslitz served as the Sterling-designated director. Mr. Taslitz did not participate in the Laureate Board of Directors’ consideration of the transaction, which was approved by Laureate's Audit Committee as a related party transaction.

Sale of NewSchool of Architecture and Design, LLC (NSAD)

On March 6, 2020, the Company completed the sale of NSAD. Under the terms of the membership interests purchase agreement, Exeter Street Holdings, LLC, an indirect wholly owned subsidiary of the Company, sold 100% of the outstanding membership interests of NSAD to Ambow NSAD, Inc. and Ambow Education Holding, Ltd. (the NSAD Buyers) for a purchase price of one dollar, subject to certain adjustments. NSAD is a higher education institution located in California that offers undergraduate and graduate degrees and non-degree certificates in design and construction management. Under the terms of the agreement, the Company agreed to pay subsidies to the NSAD Buyers totaling approximately $7,300, of which all but $2,800 was settled at the closing date. The remaining subsidy of $2,800 was being paid to the NSAD Buyers ratably on a quarterly

basis over the next four years. During the fourth quarter of 2021, the Company and the NSAD Buyers reached an agreement to offset the subsidy amount that remained at that time with amounts that the NSAD Buyers owed to the Company, resulting in a net payment to the NSAD Buyers of approximately $625. During 2020, the Company recognized a pre-tax loss on the sale of approximately $5,900, which is included in Income (loss) from discontinued operations, net of tax on the Consolidated Statement of Operations for the year ended December 31, 2020.

Divestiture of Chilean Operations

On September 10, 2020, Laureate International and Laureate I, B.V., each a Netherlands private limited liability company (together, the LDES Sellers), and Servicios Regionales Universitarios LE, S.C., a Mexican company (sociedad civil) (together with the LDES Sellers, the Controlling Entities), all of which are indirect, wholly owned subsidiaries of the Company, entered into a Master Agreement (the Chile Agreement) with Fundación Educación y Cultura, a Chilean non-for-profit foundation (the Chile Buyer).

Pursuant to the Chile Agreement, as of September 11, 2020, Laureate completed the divestiture of its operations in Chile through the transfer of control of its not-for-profit institutions, Universidad Andrés Bello, Universidad de Las Américas and Universidad Viña del Mar, to the Chile Buyer, and the sale of its for-profit operations, which includes the sale of Instituto Profesional AIEP to Universidad Andrés Bello. The not-for-profit institutions were consolidated by Laureate under the variable interest entity model. The cash proceeds received at closing, prior to transaction fees, were approximately $195,300. In addition, the purchase price included a note receivable of $21,500 that was payable one year from the date of divestiture and was subsequently collected by the Company in September 2021, as noted above. At the closing date, the Chilean operations had a cash balance (cash sold) of approximately $288,000 that was transferred to the Chile Buyer as part of the transaction.

This divestiture resulted in a pre-tax loss of approximately $338,200, which related primarily to the accumulated foreign currency translation losses associated with the Chilean operations. The loss is recorded in Income (loss) from discontinued operations, net of tax in the Consolidated Statements of Operations for the year ended December 31, 2020. As discussed in Note 4, Discontinued Operations and Assets Held for Sale, during the second quarter of 2020, the Company recorded an impairment charge of approximately $418,000 related to the long-lived assets, indefinite-lived intangible assets and goodwill of the Chilean operations, in order to write down the carrying value of the Chilean operations assets to its estimated fair value.

Inti Education Holdings Sdn. Bhd. (Inti Holdings)

On February 28, 2020, Exeter Street Holdings Sdn. Bhd., a Malaysia corporation (the Malaysia Seller), and LEI Holdings, LTD., a Hong Kong corporation (the Malaysia Seller Guarantor), each of which is an indirect wholly owned subsidiary of Laureate, entered into a Share Sale & Purchase Agreement (the Malaysia Sale Agreement) with HOPE Education Group (Hong Kong) Company Limited (the Malaysia Purchaser) and HOPE Education Group Co. Ltd. (the Malaysia Purchaser Guarantor). Pursuant to the Malaysia Sale Agreement, the Malaysia Purchaser would purchase from the Malaysia Seller all of the issued and outstanding shares in the capital of Inti Education Holdings Sdn. Bhd., a Malaysia corporation (Inti Holdings), the Malaysia Seller’s Guarantor would guarantee certain obligations of the Malaysia Seller and the Malaysia Purchaser’s Guarantor would guarantee certain obligations of the Malaysia Purchaser. Inti Holdings was the indirect owner of INTI University and Colleges, a higher education institution with five campuses in Malaysia. In connection with the Malaysia Sale Agreement, the Malaysia Seller entered into a separate agreement with the current minority owner of the equity of Inti Holdings relating to the purchase by the Malaysia Seller of the minority owner’s 10.10% interest in Inti Holdings, the closing of which was a precondition to the closing of the transaction under the Malaysia Sale Agreement.

The sale of Inti Holdings was completed on September 29, 2020. The total purchase price, including the payment to the minority owner, was $140,000. The closing of the transaction was subject to customary closing conditions, including approval by regulators in Malaysia. At the time of the signing of the Malaysia Sale Agreement in February 2020, the Malaysia Purchaser paid to the Malaysia Seller a cash deposit of $5,000, which the Company initially recorded as a liability pending the closing of the sale, and which was recognized as part of the gain on sale upon the closing of the transaction in September 2020. The cash proceeds received, prior to transaction fees and net of approximately $19,500 of cash sold, were approximately $116,300 and are included in Receipts from sales of discontinued operations, net of cash sold, property and equipment within investing activities in the Consolidated Statement of Cash Flows for the year ended December 31, 2020. In addition, the Malaysia Purchaser withheld $4,200 for taxes that the Company collected in February 2021. The payment to the minority owner for their 10.10% interest in Inti Holdings, which totaled approximately $13,700, was made in early October 2020. An additional $420, which represented the minority owner’s share of the taxes that were withheld as noted above, was paid to the minority owner following receipt by the Company. The Company recognized a pre-tax gain on sale of approximately $47,900, which is included in Income (loss) from discontinued operations in the Consolidated Statements of Operations for the year ended December 31, 2020.

Divestiture of Turkey Operations: Receipt of Portion of Deferred Consideration

In August 2019, the Company completed the divestiture of its operations in Turkey. The total consideration included a deferred payment of $15,000 in the form of an instrument that was payable one year after closing. At the time of the divestiture, the Company determined that this deferred amount would be recognized if collected. Subsequently, the Company received a total of $11,436 in settlement of the deferred consideration and settlement of all future claims.

Australia and New Zealand Operations

On July 29, 2020, LEI AMEA Investments B.V., a Netherlands private limited liability company (the ANZ Seller), an indirect, wholly owned subsidiary of the Company, and the Company, solely as guarantor of certain of the ANZ Seller’s obligations thereunder, entered into a Sale and Purchase Agreement (the ANZ Purchase Agreement) with SEI Newco Inc., a Delaware corporation (the ANZ Purchaser), and Strategic Education, Inc., a Maryland corporation (the ANZ Purchaser’s Guarantor).

Pursuant to the ANZ Purchase Agreement, the ANZ Seller agreed to sell to the ANZ Purchaser all of the issued and outstanding shares in the capital of (i) LEI Higher Education Holdings Pty Ltd, an Australian private company and the direct owner of Torrens University Australia, (ii) LEI Australia Holdings Pty Ltd, an Australian private company and the indirect owner of Think Education, (iii) LESA Education Services Holdings Pty Ltd, an Australian private company, and (iv) LEI New Zealand, a New Zealand company and the indirect owner of Media Design School (collectively, the ANZ Target Companies). The ANZ Purchaser’s Guarantor will guarantee the obligations of the ANZ Purchaser.

The closing of the transaction occurred on November 3, 2020, following completion of the required regulatory approvals and other customary closing conditions. The proceeds received, net of cash sold and transaction fees, were approximately $624,200. The Company recognized a pre-tax gain on sale of approximately $555,800, which is included in Income (loss) from discontinued operations, net of tax, in the Consolidated Statements of Operations for the year ended December 31, 2020.

Campus Guadalajara Norte Sale

In November 2020, an agreement was signed between Universidad del Valle de Mexico, SC (UVM) and Grupo Dalton for the sale of the land and buildings of Campus Guadalajara Norte, after a decision was made to relocate all students from the Campus Guadalajara Norte to the nearby Campus Zapopan in Jalisco, Mexico. The total purchase price was approximately $13,900, prior to transaction fees. In 2020, the Company received approximately $7,000 of the total purchase price, and the remaining balance was collected in November 2021. The Company recognized a pre-tax operating gain on the sale of this property and equipment of approximately $5,800, which is included in Direct costs in the Consolidated Statements of Operations for the year ended December 31, 2020.

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Dispositions

12 Months Ended

Dec. 31, 2022

Discontinued Operations and Disposal Groups [Abstract]

Dispositions

Discontinued Operations and Assets Held for Sale

As discussed in Note 1, Description of Business, the Company's principal markets are Mexico and Peru. All other markets have been divested.

Summarized operating results and cash flows of the Discontinued Operations are presented in the following table:

For the years ended December 31,	2022		2021		2020
Revenues	$	—	$	542,979	$	1,674,602
Depreciation and amortization expense	—		—		(60,378)
Share-based compensation expense	—		(1,277)		(3,050)
Other direct costs	—		(433,127)		(1,313,258)
Loss on impairment of assets	—		(1,268)		(438,258)
Other non-operating expense	—		(22,288)		(68,553)
Gain on sale of discontinued operations before taxes, net	7,752		636,172		25,048
Pretax income (loss) of discontinued operations	7,752		721,191		(183,847)
Income tax benefit (expense)	508		(234,326)		(114,257)
Income (loss) from discontinued operations, net of tax	$	8,260	$	486,865	$	(298,104)
Operating cash flows of discontinued operations	$	—	$	39,544	$	288,271
Investing cash flows of discontinued operations	$	—	$	(11,161)	$	(48,428)
Financing cash flows of discontinued operations	$	—	$	(18,054)	$	(969)

2021 Loss Recognized on Held-For-Sale Disposal Group

Brazil

During the first quarter of 2021, the Company recorded a loss of approximately $32,400 related to the Brazil disposal group, which was classified as a Discontinued Operation, in order to write down the carrying value of those assets to their estimated fair value less costs to sell as of March 31, 2021, in accordance with ASC 360-10, “Impairment and Disposal of Long-lived Assets” (ASC 360-10). The estimated fair value was based on the sale agreement for the disposal group that was announced on November 2, 2020, as previously disclosed. The sale of the Brazil disposal group closed on May 28, 2021. See Note 5, Dispositions, for more information.

2020 Impairments and Losses Recognized on Held-For-Sale Disposal Groups

Chile

As described in Note 1, Description of Business, in January 2020, Laureate's Board of Directors authorized the Company to explore strategic alternatives for each of its businesses to unlock shareholder value. As part of that process, the Company evaluated all potential options for its remaining businesses, including sales, spin-offs or business combinations. During the second quarter of 2020, the Company received and considered information regarding the market valuation for control of its Chilean operations, which was both a reporting unit and an asset group. In a divestiture scenario, this market feedback revealed the range of values that could be expected to be offered by potential investors, and this range of values was lower than carrying value. The reasons for this included uncertainties that market participants had around operating higher education institutions in Chile related to the challenging political and regulatory environment and the possibility that a new Chilean constitution could become effective. These uncertainties particularly affected the views of market participants (as well as the views of the Company) about operating a not-for-profit education institution in Chile.

After assessing these factors, the Company concluded that it was more likely than not that the fair value of its Chile reporting unit was less than its carrying value. Accordingly, the Company performed an impairment test of the long-lived assets that were part of the Chile reporting unit. Because Chile had not yet met the held-for-sale criteria as of June 30, 2020, the long-lived assets other than goodwill were evaluated for impairment under the held-and-used model, based on the probability-weighted cash flows expected to be generated by the asset group. Goodwill was also evaluated for impairment. The projections used in the impairment testing included key assumptions around the effect of regulatory uncertainties on the future cash flows expected to be generated, reducing the estimates of those cash flows. In addition, the projections incorporated assumptions around

growth rates, tax rates and discount rates. The inputs used were not observable to active markets and were therefore deemed “Level 3” inputs in the fair value hierarchy.

As a result of the impairment test, the Company determined that the carrying value of the Chile asset group exceeded its fair value by approximately $418,000 and recorded an impairment charge in that amount during the second quarter of 2020, as follows:

Goodwill and tradenames	$	238,400
Land and buildings	80,600
Other long-lived assets	36,500
Operating lease right-of-use assets, net	62,500
Total Chile impairment	$	418,000

In addition, the Company had recorded within stockholders’ equity, as a component of accumulated other comprehensive income, approximately $293,000 of accumulated foreign currency translation losses associated with the Chilean operations. As discussed further in Note 5, Dispositions, the Company completed the divestiture of its Chilean operations during the third quarter of 2020 and, as a result, these accumulated foreign currency translation losses were recognized as part of the loss on sale.

Honduras

During the second quarter of 2020, the Company recorded a loss of approximately $10,000 related to the Honduras disposal group, which was classified as a Discontinued Operation, in order to write down the carrying value of those assets to their estimated fair value at that time, in accordance with ASC 360-10. During the third quarter of 2020, the Company recorded an additional loss of approximately $10,000 related to the Honduras disposal group, in order to adjust the carrying value of those assets to their estimated fair value based on the sale agreement for the institution that was signed in October 2020.

Brazil

During the third quarter of 2020, the Company signed an agreement to sell its Brazil operations and, as a result, Brazil was classified as a Discontinued Operation for all periods presented. In connection with this decision to sell Brazil, the Company recorded a loss of approximately $190,000 in order to write down the carrying value of the Brazil disposal group to its estimated fair value less costs to sell, as required by ASC 360-10. The estimated fair value was based on an offer received from a market participant. Because the held-for-sale criteria were met during the third quarter, the carrying value used to evaluate the Brazil business included the accumulated foreign currency translation losses associated with Brazil, resulting in this loss. During the fourth quarter of 2020, the Company recorded an additional loss of approximately $15,000 in order to adjust the carrying value of the Brazil disposal group to its estimated fair value less costs to sell as of December 31, 2020.

During the second quarter of 2022, the Company completed the transfer of the remaining assets and liabilities of the Discontinued Operations that were classified as held for sale as of December 31, 2021, which resulted in a gain of approximately $4,300. The carrying amounts of the major classes of assets and liabilities that were classified as held for sale as of December 31, 2021 are presented in the following table:

	December 31, 2022		December 31, 2021
Assets of Discontinued Operations
Operating lease assets	$	—	$	6,164
Total assets held for sale	$	—	$	6,164

Liabilities of Discontinued Operations
Operating leases, including current portion	$	—	$	10,849
Total liabilities held for sale	$	—	$	10,849

Dispositions

2022 Receipt of Escrow Receivable from Sale of Walden

On August 12, 2021, pursuant to the Membership Interest Purchase Agreement (the Walden Purchase Agreement) with Adtalem Global Education Inc. (the Walden Purchaser), the Company sold to the Walden Purchaser all of the issued and outstanding equity interest in Walden e-Learning, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (Walden), and its subsidiary, Walden University, LLC, a Florida limited liability company and an indirect wholly owned subsidiary of the Company (together with Walden, the Walden Group). At the closing date of August 12, 2021, the Walden Purchaser paid an additional $74,000 of the sale transaction value into an escrow account, which was to be released in full or in part to the Company one year following the closing of the transaction pursuant to the terms and conditions of the escrow agreement. On August 23, 2022, the Company received approximately $71,700 of the escrow amount.

2021 Dispositions

Honduras Divestiture

On March 8, 2021, the Company completed the divestiture of its operations in Honduras to Fundación Nasser, a not-for-profit foundation in Honduras. In connection with the transaction, the Company transferred control of Fundaempresa, which manages Universidad Tecnológica Centroamericana (UNITEC), including Centro Universitario Tecnológico (CEUTEC). The proceeds received, net of cash sold, closing costs and a working capital adjustment that was completed during the second quarter of 2021, were approximately $24,000. As a result of the sale, the Company recognized a pre-tax loss of approximately $1,700, which is included in Income (loss) from discontinued operations, net of tax in the Consolidated Statement of Operations for the year ended December 31, 2021. Under the transaction terms, additional consideration of $2,000 was paid into an escrow account at closing and, assuming certain conditions are met, will be released to the Company based on the following schedule: 50% after 18 months, 25% after 24 months and 25% after 36 months. During the third quarter of 2022, the Company received the first scheduled escrow payment of $1,000.

Receipt of Remaining Escrow Receivable from Sale of China Operations

On January 25, 2018, the Company completed the sale of LEI Lie Ying Limited in China. At the closing of the sale on January 25, 2018, a portion of the total transaction value was paid into an escrow account, to be distributed to the Company pursuant to the terms and conditions of the escrow agreement. In June 2020, the Company received approximately one-half of the escrow account, and the remainder was due in January 2021. In April 2021, the Company received 168,284 Hong Kong Dollars (approximately $21,650 at the date of receipt), which represented payment in full for the remainder of the escrow account. Accordingly, the Company recognized a gain of approximately $13,600, which is included in Income (loss) from discontinued operations, net of tax, in the Consolidated Statement of Operations for the year ended December 31, 2021.

Brazil Divestiture

On May 28, 2021, the Company completed the sale of its operations in Brazil to Ânima Holding S.A. (Anima). The proceeds received at the date of sale, net of cash sold, transaction fees and settlement of foreign currency swaps, were approximately $625,000. The Company used a portion of the proceeds to repay the remaining balance outstanding under its Senior Notes due 2025. Additionally, the buyer assumed indebtedness, gross of cash sold, of approximately $121,000. The Company recognized a pre-tax gain on the sale of approximately $33,000, which included: i) the derecognition of the carrying value of the disposal group; ii) working capital and purchase price adjustments that were completed during the third and fourth quarters of 2021; and iii) contingent consideration of approximately $6,500 that was recognized during the fourth quarter of 2021, in accordance with the terms of the sale agreement. This gain is included in Income (loss) from discontinued operations, net of tax in the Consolidated Statement of Operations for the year ended December 31, 2021.

Walden Divestiture

On August 12, 2021, the Company closed the transaction pursuant to the Membership Interest Purchase Agreement (the Walden Purchase Agreement), dated September 11, 2020, with Adtalem Global Education Inc., a Delaware corporation (the Walden Purchaser). Pursuant to the Walden Purchase Agreement, the Company sold to the Walden Purchaser all of the issued and outstanding equity interest in Walden e-Learning, LLC, a Delaware limited liability company and a wholly owned

subsidiary of the Company (Walden), and its subsidiary, Walden University, LLC, a Florida limited liability company and an indirect wholly owned subsidiary of the Company (together with Walden, the Walden Group).

The cash proceeds received, net of cash sold, transaction fees, and certain closing adjustments, were approximately $1,403,500. Also, at the closing date of August 12, 2021, the Walden Purchaser paid an additional $74,000 of the sale transaction value into an escrow account, which was to be released in full or in part to the Company one year following the closing of the transaction pursuant to the terms and conditions of the escrow agreement. As described above, on August 23, 2022, the Company received approximately $71,700 of the escrow amount. In addition, approximately $83,600 of restricted cash that related to collateralized regulatory obligations was released during the fourth quarter of 2021. The Company recognized a pre-tax gain on the sale of approximately $619,400, as well as estimated tax expense of approximately $278,000. The gain included the derecognition of the carrying value of Walden as well as a working capital settlement that was completed during the fourth quarter of 2021 and is included in Income (loss) from discontinued operations, net of tax in the Consolidated Statement of Operations for the year ended December 31, 2021.

Collection of Note Receivable from Divestiture of Chilean Operations

On September 10, 2020, the Company completed the divestiture of its operations in Chile. Under the terms of the agreement, the purchase price included a note receivable of $21,500 that was payable one year from the date of divestiture. In September 2021, the Company collected this receivable.

2020 Dispositions

Sale of Costa Rica Operations

On January 10, 2020, Laureate International B.V., a Netherlands private limited liability company (Laureate International), an indirect, wholly owned subsidiary of the Company, entered into, and consummated the transactions contemplated by, an Equity Purchase Agreement (the Costa Rica Agreement) with SP Costa Rica Holdings, LLC, a Delaware limited liability company (the Costa Rica Buyer).

Pursuant to the Agreement, the Costa Rica Buyer purchased from Laureate International (i) all of the equity units of Education Holding Costa Rica, S.R.L., which owned, directly or indirectly, all of the equity units of Lusitania S.R.L., Universidad ULatina, S.R.L. (ULatina) and Universidad Americana UAM, S.R.L. (collectively, Laureate Costa Rica) and (ii) a note due from ULatina to Laureate International. Consideration for the transaction consisted of $15,000 paid at closing and up to $7,000 to be paid within the next two years if Laureate Costa Rica met certain performance metrics. The relevant performance metrics were not met, and accordingly the Company did not receive any additional proceeds. The proceeds received, net of cash sold, transaction fees and a working capital adjustment that was completed during the second quarter of 2020, were approximately $1,800. Additionally, Laureate Costa Rica retained obligations to pay approximately $30,000 in finance lease indebtedness for which the Costa Rica Buyer has no recourse to Laureate International. During 2019, the Company recorded a loss of approximately $25,000 on the held-for-sale Costa Rica disposal group, in order to write down the carrying value of those assets to their estimated fair value, per ASC 360-10. Upon completion of the sale in January 2020 and after including the working capital adjustment, the Company recognized additional pre-tax loss of approximately $18,600, which related to subsequent changes in net carrying values and is included in Income (loss) from discontinued operations, net of tax on the Consolidated Statement of Operations for the year ended December 31, 2020.

The Costa Rica Buyer was controlled by certain affiliates of Sterling Capital Partners II, L.P. (Sterling II). Previously, Sterling II had the right to designate a director to the Laureate Board of Directors pursuant to a securityholders agreement, and Steven Taslitz served as the Sterling-designated director. Mr. Taslitz did not participate in the Laureate Board of Directors’ consideration of the transaction, which was approved by Laureate's Audit Committee as a related party transaction.

Sale of NewSchool of Architecture and Design, LLC (NSAD)

On March 6, 2020, the Company completed the sale of NSAD. Under the terms of the membership interests purchase agreement, Exeter Street Holdings, LLC, an indirect wholly owned subsidiary of the Company, sold 100% of the outstanding membership interests of NSAD to Ambow NSAD, Inc. and Ambow Education Holding, Ltd. (the NSAD Buyers) for a purchase price of one dollar, subject to certain adjustments. NSAD is a higher education institution located in California that offers undergraduate and graduate degrees and non-degree certificates in design and construction management. Under the terms of the agreement, the Company agreed to pay subsidies to the NSAD Buyers totaling approximately $7,300, of which all but $2,800 was settled at the closing date. The remaining subsidy of $2,800 was being paid to the NSAD Buyers ratably on a quarterly

basis over the next four years. During the fourth quarter of 2021, the Company and the NSAD Buyers reached an agreement to offset the subsidy amount that remained at that time with amounts that the NSAD Buyers owed to the Company, resulting in a net payment to the NSAD Buyers of approximately $625. During 2020, the Company recognized a pre-tax loss on the sale of approximately $5,900, which is included in Income (loss) from discontinued operations, net of tax on the Consolidated Statement of Operations for the year ended December 31, 2020.

Divestiture of Chilean Operations

On September 10, 2020, Laureate International and Laureate I, B.V., each a Netherlands private limited liability company (together, the LDES Sellers), and Servicios Regionales Universitarios LE, S.C., a Mexican company (sociedad civil) (together with the LDES Sellers, the Controlling Entities), all of which are indirect, wholly owned subsidiaries of the Company, entered into a Master Agreement (the Chile Agreement) with Fundación Educación y Cultura, a Chilean non-for-profit foundation (the Chile Buyer).

Pursuant to the Chile Agreement, as of September 11, 2020, Laureate completed the divestiture of its operations in Chile through the transfer of control of its not-for-profit institutions, Universidad Andrés Bello, Universidad de Las Américas and Universidad Viña del Mar, to the Chile Buyer, and the sale of its for-profit operations, which includes the sale of Instituto Profesional AIEP to Universidad Andrés Bello. The not-for-profit institutions were consolidated by Laureate under the variable interest entity model. The cash proceeds received at closing, prior to transaction fees, were approximately $195,300. In addition, the purchase price included a note receivable of $21,500 that was payable one year from the date of divestiture and was subsequently collected by the Company in September 2021, as noted above. At the closing date, the Chilean operations had a cash balance (cash sold) of approximately $288,000 that was transferred to the Chile Buyer as part of the transaction.

This divestiture resulted in a pre-tax loss of approximately $338,200, which related primarily to the accumulated foreign currency translation losses associated with the Chilean operations. The loss is recorded in Income (loss) from discontinued operations, net of tax in the Consolidated Statements of Operations for the year ended December 31, 2020. As discussed in Note 4, Discontinued Operations and Assets Held for Sale, during the second quarter of 2020, the Company recorded an impairment charge of approximately $418,000 related to the long-lived assets, indefinite-lived intangible assets and goodwill of the Chilean operations, in order to write down the carrying value of the Chilean operations assets to its estimated fair value.

Inti Education Holdings Sdn. Bhd. (Inti Holdings)

On February 28, 2020, Exeter Street Holdings Sdn. Bhd., a Malaysia corporation (the Malaysia Seller), and LEI Holdings, LTD., a Hong Kong corporation (the Malaysia Seller Guarantor), each of which is an indirect wholly owned subsidiary of Laureate, entered into a Share Sale & Purchase Agreement (the Malaysia Sale Agreement) with HOPE Education Group (Hong Kong) Company Limited (the Malaysia Purchaser) and HOPE Education Group Co. Ltd. (the Malaysia Purchaser Guarantor). Pursuant to the Malaysia Sale Agreement, the Malaysia Purchaser would purchase from the Malaysia Seller all of the issued and outstanding shares in the capital of Inti Education Holdings Sdn. Bhd., a Malaysia corporation (Inti Holdings), the Malaysia Seller’s Guarantor would guarantee certain obligations of the Malaysia Seller and the Malaysia Purchaser’s Guarantor would guarantee certain obligations of the Malaysia Purchaser. Inti Holdings was the indirect owner of INTI University and Colleges, a higher education institution with five campuses in Malaysia. In connection with the Malaysia Sale Agreement, the Malaysia Seller entered into a separate agreement with the current minority owner of the equity of Inti Holdings relating to the purchase by the Malaysia Seller of the minority owner’s 10.10% interest in Inti Holdings, the closing of which was a precondition to the closing of the transaction under the Malaysia Sale Agreement.

The sale of Inti Holdings was completed on September 29, 2020. The total purchase price, including the payment to the minority owner, was $140,000. The closing of the transaction was subject to customary closing conditions, including approval by regulators in Malaysia. At the time of the signing of the Malaysia Sale Agreement in February 2020, the Malaysia Purchaser paid to the Malaysia Seller a cash deposit of $5,000, which the Company initially recorded as a liability pending the closing of the sale, and which was recognized as part of the gain on sale upon the closing of the transaction in September 2020. The cash proceeds received, prior to transaction fees and net of approximately $19,500 of cash sold, were approximately $116,300 and are included in Receipts from sales of discontinued operations, net of cash sold, property and equipment within investing activities in the Consolidated Statement of Cash Flows for the year ended December 31, 2020. In addition, the Malaysia Purchaser withheld $4,200 for taxes that the Company collected in February 2021. The payment to the minority owner for their 10.10% interest in Inti Holdings, which totaled approximately $13,700, was made in early October 2020. An additional $420, which represented the minority owner’s share of the taxes that were withheld as noted above, was paid to the minority owner following receipt by the Company. The Company recognized a pre-tax gain on sale of approximately $47,900, which is included in Income (loss) from discontinued operations in the Consolidated Statements of Operations for the year ended December 31, 2020.

Divestiture of Turkey Operations: Receipt of Portion of Deferred Consideration

In August 2019, the Company completed the divestiture of its operations in Turkey. The total consideration included a deferred payment of $15,000 in the form of an instrument that was payable one year after closing. At the time of the divestiture, the Company determined that this deferred amount would be recognized if collected. Subsequently, the Company received a total of $11,436 in settlement of the deferred consideration and settlement of all future claims.

Australia and New Zealand Operations

On July 29, 2020, LEI AMEA Investments B.V., a Netherlands private limited liability company (the ANZ Seller), an indirect, wholly owned subsidiary of the Company, and the Company, solely as guarantor of certain of the ANZ Seller’s obligations thereunder, entered into a Sale and Purchase Agreement (the ANZ Purchase Agreement) with SEI Newco Inc., a Delaware corporation (the ANZ Purchaser), and Strategic Education, Inc., a Maryland corporation (the ANZ Purchaser’s Guarantor).

Pursuant to the ANZ Purchase Agreement, the ANZ Seller agreed to sell to the ANZ Purchaser all of the issued and outstanding shares in the capital of (i) LEI Higher Education Holdings Pty Ltd, an Australian private company and the direct owner of Torrens University Australia, (ii) LEI Australia Holdings Pty Ltd, an Australian private company and the indirect owner of Think Education, (iii) LESA Education Services Holdings Pty Ltd, an Australian private company, and (iv) LEI New Zealand, a New Zealand company and the indirect owner of Media Design School (collectively, the ANZ Target Companies). The ANZ Purchaser’s Guarantor will guarantee the obligations of the ANZ Purchaser.

The closing of the transaction occurred on November 3, 2020, following completion of the required regulatory approvals and other customary closing conditions. The proceeds received, net of cash sold and transaction fees, were approximately $624,200. The Company recognized a pre-tax gain on sale of approximately $555,800, which is included in Income (loss) from discontinued operations, net of tax, in the Consolidated Statements of Operations for the year ended December 31, 2020.

Campus Guadalajara Norte Sale

In November 2020, an agreement was signed between Universidad del Valle de Mexico, SC (UVM) and Grupo Dalton for the sale of the land and buildings of Campus Guadalajara Norte, after a decision was made to relocate all students from the Campus Guadalajara Norte to the nearby Campus Zapopan in Jalisco, Mexico. The total purchase price was approximately $13,900, prior to transaction fees. In 2020, the Company received approximately $7,000 of the total purchase price, and the remaining balance was collected in November 2021. The Company recognized a pre-tax operating gain on the sale of this property and equipment of approximately $5,800, which is included in Direct costs in the Consolidated Statements of Operations for the year ended December 31, 2020.

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Business and Geographic Segment Information

12 Months Ended

Dec. 31, 2022

Segment Reporting [Abstract]

Business and Geographic Segment Information

Business and Geographic Segment Information

Laureate’s educational services are offered through two reportable segments: Mexico and Peru. Laureate determines its segments based on information utilized by the chief operating decision maker to allocate resources and assess performance.

Our segments generate revenues by providing an education that emphasizes profession-oriented fields of study with undergraduate and graduate degrees in a wide range of disciplines. Our educational offerings utilize campus-based, online and hybrid (a combination of online and in-classroom) courses and programs to deliver their curriculum. The Mexico and Peru markets are characterized by what we believe is a significant imbalance between supply and demand. The demand for higher education is large and growing and is fueled by several demographic and economic factors, including a growing middle class, global growth in services and technology-related industries and recognition of the significant personal and economic benefits gained by graduates of higher education institutions. The target demographics are primarily 18- to 24-year-olds in the countries in which we compete. We compete with other private higher education institutions on the basis of price, educational quality, reputation and location. We believe that we compare favorably with competitors because of our focus on quality, professional-oriented curriculum and the competitive advantages provided by our network. There are a number of private and public institutions in both of the countries in which we operate, and it is difficult to predict how the markets will evolve and how many competitors there will be in the future. We expect competition to increase as the Mexican and Peruvian markets mature. Essentially all of our revenues were generated from private pay sources as there are no material government-sponsored loan programs in Mexico or Peru. Specifics related to both of our reportable segments are discussed below.

In Mexico, the private sector plays a meaningful role in higher education, bridging supply and demand imbalances created by a lack of capacity at public universities. Laureate owns two nationally licensed institutions and is present throughout the country with a footprint of over 35 campuses. Students in our Mexican institutions typically finance their own education.

In Peru, private universities are increasingly providing the capacity to meet growing demand in the higher-education market. Laureate owns three institutions in Peru.

As discussed in Note 1, Description of Business, and Note 4, Discontinued Operations and Assets Held for Sale, in prior periods, a number of our subsidiaries met the requirements to be classified as Discontinued Operations and were subsequently sold. As a result, the Discontinued Operations have been excluded from the segment information for all periods presented.

Inter-segment transactions are accounted for in a similar manner as third-party transactions and are eliminated in consolidation. The Corporate amounts presented in the following tables include corporate charges that were not allocated to our reportable segments and adjustments to eliminate inter-segment items.

We evaluate segment performance based on Adjusted EBITDA, which is a non-GAAP performance measure defined as Income (loss) from continuing operations before income taxes and equity in net income of affiliates, adding back the following items: Gain (loss) on disposals of subsidiaries, net, Foreign currency exchange (loss) gain, net, Other income (expense), net, Loss on derivatives, net, Loss on debt extinguishment, Interest expense, Interest income, Depreciation and amortization expense, Loss on impairment of assets, Share-based compensation expense and expenses related to our Excellence-in-Process (EiP) initiative. Our EiP initiative was completed as of December 31, 2021, except for certain EiP expenses related to the run out of programs that began in prior periods. EiP was an enterprise-wide initiative to optimize and standardize Laureate’s processes, creating vertical integration of procurement, information technology, finance, accounting and human resources. It included the establishment of regional shared services organizations (SSOs), as well as improvements to the Company's system of internal controls over financial reporting. The EiP initiative also included other back- and mid-office areas, as well as certain student-facing activities, expenses associated with streamlining the organizational structure, an enterprise-wide program aimed at revenue growth, and certain non-recurring costs incurred in connection with the dispositions that are described in Note 5, Dispositions.

Adjusted EBITDA is a key measure used by our management and Board of Directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short- and long-term operational plans. In particular, the exclusion of certain expenses in calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons of our core business. Additionally, Adjusted EBITDA is a key financial measure used by the compensation committee of our Board of Directors and our Chief Executive Officer in connection with the payment of incentive compensation to our executive officers and other members of our management team. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and Board of Directors. We use total assets as the measure of assets for reportable segments.

The following tables provide financial information for our reportable segments, including a reconciliation of Adjusted EBITDA to Income (loss) from continuing operations before income taxes and equity in net income of affiliates, as reported in the Consolidated Statements of Operations, for the years ended December 31, 2022, 2021 and 2020:

	Mexico		Peru		Corporate		Total
2022
Revenues	$	613,942	$	624,238	$	4,091	$	1,242,271
Depreciation and amortization expense	31,369		23,953		3,810		59,132
Loss on impairment of assets	144		—		—		144
Total assets	1,220,630		536,141		215,466		1,972,237
Expenditures for long-lived assets	36,045		16,777		246		53,068
2021
Revenues	$	540,429	$	537,056	$	9,216	$	1,086,701
Depreciation and amortization expense	29,461		24,196		47,574		101,231
Loss on impairment of assets	9,319		—		63,169		72,488
Total assets	1,251,791		598,862		360,657		2,211,310
Expenditures for long-lived assets	23,121		19,029		2,895		45,045
2020
Revenues	$	534,607	$	482,878	$	7,432	$	1,024,917
Depreciation and amortization expense	29,032		26,962		27,139		83,133
Loss on impairment of assets	989		—		350,982		351,971
Expenditures for long-lived assets	13,377		18,505		8,376		40,258

In order to reconcile to total consolidated assets as of December 31, 2022 and 2021 in the table above, assets held for sale related to Discontinued Operations of $0 and $6,164, respectively, are included in the Corporate amounts.

For the years ended December 31,	2022		2021		2020
Adjusted EBITDA of reportable segments:
Mexico	$	123,368	$	95,812	$	112,917
Peru	266,660		245,677		189,488
Total Adjusted EBITDA of reportable segments	390,028		341,489		302,405
Reconciling items:
Corporate	(51,151)		(88,102)		(96,708)
Depreciation and amortization expense	(59,132)		(101,231)		(83,133)
Loss on impairment of assets	(144)		(72,488)		(351,971)
Share-based compensation expense	(8,776)		(8,895)		(10,248)
EiP expenses	(813)		(75,420)		(89,647)
Operating income (loss)	270,012		(4,647)		(329,302)
Interest income	7,567		4,378		2,169
Interest expense	(16,418)		(46,275)		(100,894)
Loss on debt extinguishment	—		(77,940)		(610)
Loss on derivatives, net	—		(24,517)		(25,980)
Other income (expense), net	770		(1,695)		(2,420)
Foreign currency exchange (loss) gain, net	(17,444)		13,791		13,474
Gain (loss) on disposals of subsidiaries, net	1,364		(602)		(7,276)
Income (loss) from continuing operations before income taxes and equity in net income of affiliates	$	245,851	$	(137,507)	$	(450,839)

Geographic Information

No individual customer accounted for more than 10% of Laureate’s consolidated revenues. Revenues from customers by geographic area, primarily generated by students enrolled at institutions in those areas, were as follows:

For the years ended December 31,	2022		2021		2020
External Revenues(1)
Mexico	$	613,623	$	539,549	$	532,530
Peru	624,167		537,056		482,819
United States	4,481		10,096		9,509
Other foreign countries	—		—		59
Consolidated total	$	1,242,271	$	1,086,701	$	1,024,917

(1) Excludes intercompany revenues and therefore does not agree to the table above

Long-lived assets are composed of Property and equipment, net. Laureate’s long-lived assets by geographic area were as follows:

December 31,	2022		2021
Long-lived assets
Mexico	$	225,346	$	206,745
Peru	289,482		281,057
United States	8,579		11,715
Consolidated total	$	523,407	$	499,517

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Goodwill and Other Intangible Assets

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets

Goodwill and Other Intangible Assets

The change in the net carrying amount of Goodwill from December 31, 2020 through December 31, 2022 was composed of the following items:

	Mexico		Peru		Total
Balance at December 31, 2020	$	500,250	$	74,582	$	574,832
Currency translation adjustments	(21,027)		(7,010)		(28,037)
Balance at December 31, 2021	$	479,223	$	67,572	$	546,795
Currency translation adjustments	33,767		2,931		36,698
Balance at December 31, 2022	$	512,990	$	70,503	$	583,493

Tradenames and Other Intangible Assets

Amortization expense for intangible assets included only the finite-lived tradename, as all other intangible assets subject to amortization were fully amortized as of December 31, 2022 and 2021. Amortization expense was $0, $23,069 and $7,583 for the years ended December 31, 2022, 2021 and 2020, respectively. The finite-lived tradename was fully amortized as of December 31, 2021.

The following table summarizes our identifiable intangible assets as of December 31, 2022:

	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted Average Amortization Period (Yrs)
Tradenames
Finite-lived tradename	$	30,652	$	(30,652)	$	—	—
Indefinite-lived tradenames	151,645		—		151,645		—
Total tradenames	182,297		(30,652)		151,645
Other intangible assets
Student rosters	20,455		(20,455)		—		—
Other	1,720		(1,720)		—		—
Total	$	204,472	$	(52,827)	$	151,645

The following table summarizes our identifiable intangible assets as of December 31, 2021:

	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted Average Amortization Period (Yrs)
Tradenames
Finite-lived tradename	$	30,652	$	(30,652)	$	—	—
Indefinite-lived tradenames	142,848		—		142,848		—
Total tradenames	173,500		(30,652)		142,848
Other intangible assets
Student rosters	19,231		(19,231)		—		—
Other	1,616		(1,616)		—		—
Total	$	194,347	$	(51,499)	$	142,848

Impairment Tests

The following table summarizes the Loss on impairment of assets:

For the years ended December 31,	2022		2021		2020
Impairments of Goodwill	$	—	$	—	$	—
Impairments of Tradenames	—		51,437		320,000
Impairments of long-lived assets and deferred costs	144		21,051		31,971
Total	$	144	$	72,488	$	351,971

We perform annual impairment tests of our non-amortizable intangible assets, which consist of goodwill and indefinite-lived tradenames, in the fourth quarter of each year. The impairment charges discussed below were recorded to reduce the assets' carrying values to fair value.

For the purposes of our annual impairment testing of the Company's goodwill, fair value measurements are determined primarily using the income approach, based largely on inputs that are not observable to active markets, which would be deemed “Level 3” fair value measurements. Level 3 inputs are defined as unobservable inputs that are supported by little or no market activity. These inputs include our expectations about future revenue growth and profitability, marginal income tax rates by jurisdiction, and the discount rate. Where a market approach is used, the inputs also include publicly available data about our competitors' financial ratios and transactions.

For purposes of our annual impairment testing of the Company’s indefinite-lived tradenames, fair value measurements were determined using the income approach, based largely on inputs that are not observable to active markets, which would be deemed “Level 3” fair value measurements as defined above. These inputs include our expectations about future revenue growth, marginal income tax rates by jurisdiction, the discount rate and the estimated royalty rate. We use publicly available

information and proprietary third-party arm’s length agreements that Laureate has entered into with various licensors in determining certain assumptions to assist us in estimating fair value using market participant assumptions.

2021 Loss on Impairment of Assets

Impairment of Finite-Lived Tradename (Laureate Tradename)

During the first quarter of 2021, the Company recognized an impairment charge of approximately $51,400 on the Laureate tradename, a finite-lived intangible asset. In March 2021, the Company decided that, during 2021, it would wind down certain support functions related to the Laureate network and would no longer invest in and support the Laureate tradename beyond 2021. As a result, the Company tested the asset for impairment and estimated the fair value of the tradename asset using the relief-from-royalty method, based on the projected revenues for each business over the estimated remaining useful life of the asset.

As a result of the impairment test, the Company concluded that the estimated fair value of the Laureate tradename was less than its carrying value by approximately $51,400 and recorded an impairment charge for that amount. The significant assumptions used in estimating the fair value included: (1) the revenue growth rates and (2) the estimated royalty rates. The inputs used were not observable to active markets and are therefore deemed “Level 3” inputs in the fair value hierarchy. The decrease in the fair value of the tradename was attributable to the shortened duration of the estimated future revenues. The remaining carrying value of the tradename asset was fully amortized as of December 31, 2021.

2020 Loss on Impairment of Assets

Impairment of Finite-Lived Tradename (Laureate Tradename)

During the third quarter of 2020, the Company recognized an impairment charge of $320,000 on the Laureate tradename, an intangible asset. As described in Note 1, Description of Business, the Company had previously announced that it would explore strategic alternatives for each of its businesses, and, during the third quarter of 2020, the Company announced that it had completed a sale of its operations in Chile and that it had signed agreements to sell its operations in Brazil, Australia and New Zealand, as well as Walden University. Because of these events, the Company determined that the useful life of the Laureate tradename asset was no longer indefinite, and, in accordance with ASC 350-30-35-17, the Company tested the asset for impairment. The Company estimated the fair value of the tradename asset using the relief-from-royalty method, based on the projected revenues for each business over the estimated period that each business would remain part of the Laureate network.

As a result of the impairment test, the Company concluded that the estimated fair value of the Laureate tradename was less than its carrying value by approximately $320,000 and recorded an impairment charge for that amount. The significant assumptions used in estimating the fair value included: (1) the estimates of revenue projections, including the period of those projections; (2) the discount rates; and (3) the estimated royalty rate. The inputs used were not observable to active markets and are therefore deemed “Level 3” inputs in the fair value hierarchy. The decrease in the fair value of the tradename was primarily caused by the shortened duration of the estimated future revenues.

Impairment of Brazil E2G Software Assets

As part of a transformation initiative for the enrollment to graduation cycle (E2G), the Company began developing a solution to standardize the information systems and processes in Brazil. During development, those costs that qualified for capitalization as internal-use software were classified within Construction in-progress on our Consolidated Balance Sheets. In addition, a portion of the Brazil E2G project costs were deemed to be implementation costs of a hosting arrangement and were capitalized within Other assets on our Consolidated Balance Sheets. These capitalized costs were recorded on our Brazil and Corporate segments, as most of the Brazil E2G expenditures were made by Corporate. During the second quarter of 2020, the Company determined that it was no longer probable that the Brazil E2G project would be completed and placed into service, and that the likelihood that a potential buyer of the Brazil business would utilize this system was low due to its cost and associated complexities. As stated in ASC 350-40-35-3, there is a presumption that uncompleted software has a fair value of $0. Accordingly, during the second quarter of 2020, the Company recorded an impairment charge to fully write off the Brazil E2G project assets. Approximately $23,800 of the impairment charge was related to assets recorded on the Corporate segment and was therefore included in continuing operations. The remaining portion of the impairment charge, approximately $3,300, related to assets recorded on the Brazil segment and was therefore included in Discontinued Operations.

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Debt

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Debt

Debt

Outstanding long-term debt was as follows:

	December 31, 2022		December 31, 2021
Senior long-term debt:
Senior Secured Credit Facility (stated maturity date October 2024)	$	100,000	$	—
Other debt:
Lines of credit	13,778		10,131
Notes payable and other debt	72,209		102,003
Total senior and other debt	185,987		112,134
Finance lease obligations and sale-leaseback financings	48,186		45,124
Total long-term debt and finance leases	234,173		157,258
Less: total unamortized deferred financing costs	2,060		3,588
Less: current portion of long-term debt and finance leases	56,184		49,082
Long-term debt and finance leases, less current portion	$	175,929	$	104,588

As of December 31, 2022, aggregate annual maturities of the senior and other debt, excluding finance lease obligations and sale-leaseback financings, were as follows:

Years Ended December 31,	Senior and Other Debt
2023	$	50,010
2024	131,355
2025	4,622
2026	—
2027	—
Thereafter	—
Total senior and other debt	$	185,987

Senior Secured Credit Facility

Revolving Credit Facility

Under the Company's Third Amended and Restated Credit Agreement (the Third A&R Credit Agreement), the Company maintains a revolving credit facility (the Senior Secured Credit Facility) that has a borrowing capacity of $410,000 and has a maturity date of October 7, 2024.

On December 23, 2022, the Company entered into the Second Amendment of the Third A&R Credit Agreement. This amendment was done in response to the planned phase out of LIBOR and the only contractual change was to update the reference rate from LIBOR to the Secured Overnight Financing Rate (SOFR). As described in Note 2, Significant Accounting Policies, in connection with this amendment, the Company adopted the optional relief guidance provided under ASU 2020-04, which permits the Company to account for the modification as a continuation of the existing contract without additional analysis.

The Senior Secured Credit Facility bears interest at a per annum interest rate, at the option of the Company, at either the SOFR rate or the ABR rate, as defined in the agreement, plus an applicable margin of 2.50% per annum, 2.25% per annum, 2.00% per annum or 1.75% per annum for Term SOFR loans, and 1.50% per annum, 1.25% per annum, 1.00% per annum or 0.75% per annum for ABR loans, in each case, based on the Company’s Consolidated Total Debt to Consolidated EBITDA ratio, as defined in the agreement.

The Senior Secured Credit Facility provides for letter of credit commitments in the aggregate amount of $50,000. The Third A&R Credit Agreement also provides, subject to the satisfaction of certain conditions, for incremental revolving and term loan facilities, at the request of the Company, not to exceed (i) the greater of (a) $565,000 and (b) 100% of the consolidated EBITDA of the Company, plus (ii) additional amounts so long as both immediately before and after giving effect to such incremental facilities the Company’s Consolidated Senior Secured Debt to Consolidated EBITDA ratio, as defined in the Third A&R Credit Agreement, on a pro forma basis, does not exceed 2.75x, plus, (iii) the aggregate amounts of any voluntary repayments of term loans, if any, and aggregate amount of voluntary repayments of revolving credit facilities that are accompanied by a corresponding termination or reduction of revolving credit commitments.

As of December 31, 2022 and December 31, 2021, the Senior Secured Credit Facility had a total outstanding balance of $100,000 and $0, respectively. During the fourth quarter of 2022, the Company borrowed on its Senior Secured Credit Facility primarily to fund the repurchase of shares that the Company completed in connection with the November 2022 secondary offering described in Note 11, Share-based Compensation and Equity.

Guarantors of the Senior Secured Credit Facility

Laureate Education, Inc. is the borrower under our Senior Secured Credit Facility. All of Laureate’s required United States legal entities, excluding certain subsidiaries that the Company considers dormant based on the lack of activity, are guarantors of the Senior Secured Credit Facility, and all of the guarantors’ assets, both real and intangible, are pledged as collateral. Additionally, not more than 65% of the shares held directly by Laureate Education, Inc. or any guarantors in non-domestic subsidiaries are pledged as collateral.

Estimated Fair Value of Debt

As of December 31, 2022 and December 31, 2021, the estimated fair value of our debt approximated its carrying value.

Certain Covenants

As of December 31, 2022, our Third A&R Credit Agreement contained certain negative covenants including, among others: (1) limitations on additional indebtedness; (2) limitations on dividends; (3) limitations on asset sales, including the sale of ownership interests in subsidiaries and sale-leaseback transactions; and (4) limitations on liens, guarantees, loans or investments. The Third A&R Credit Agreement provides, solely with respect to the revolving credit facility, that the Company shall not permit its Consolidated Senior Secured Debt to Consolidated EBITDA ratio, as defined in the Third A&R Credit Agreement, to exceed 3.50x as of the last day of each quarter commencing with the quarter ending December 31, 2019 and thereafter. The agreement also provides that if (i) the Company’s Consolidated Total Debt to Consolidated EBITDA ratio, as defined in the Third A&R Credit Agreement, is not greater than 4.75x as of such date and (ii) less than 25% of the revolving credit facility is utilized as of that date, then such financial covenant shall not apply. As of December 31, 2022, these conditions were satisfied and, therefore, we were not subject to the leverage ratio. In addition, indebtedness at some of our locations contain financial maintenance covenants. We were in compliance with these covenants as of December 31, 2022.

Debt Modification and Loss on Debt Extinguishment

In connection with the repayment of the Senior Notes during the year ended December 31, 2021, the Company recorded a Loss on debt extinguishment of $77,940, related to the redemption premium paid and the write off of the unamortized deferred financing costs associated with the repaid debt balances.

In 2020, the Company recorded a Loss on debt extinguishment of $610 related primarily to the write off of a pro-rata portion of the unamortized deferred financing costs associated with repaid debt balances.

Debt Issuance Costs

Amortization of debt issuance costs and accretion of debt discounts that are recorded in Interest expense in the Consolidated Statements of Operations totaled approximately $1,561, $4,628 and $10,103 for the years ended December 31, 2022, 2021 and 2020, respectively. Certain unamortized debt issuance costs were written off in 2021 and 2020 in connection with early repayment of debt balances and debt agreement amendments, as discussed above. As of December 31, 2022 and 2021, our unamortized debt issuance costs were $2,060 and $3,588, respectively.

Other Debt

Lines of Credit

Individual Laureate subsidiaries have the ability to borrow pursuant to unsecured lines of credit and similar short-term borrowing arrangements (collectively, lines of credit). The lines of credit are available for working capital purposes and enable us to borrow and repay until those lines mature. At December 31, 2022 and 2021, the aggregate outstanding balances on our lines of credit were $13,778 and $10,131, respectively. At December 31, 2022, we had approximately $63,700 additional available borrowing capacity under our outstanding lines of credit. At December 31, 2022, interest rates on our lines of credit ranged from 8.10% to 9.34%. At December 31, 2021, interest rates on our lines of credit ranged from 2.30% to 5.99%. Our weighted-average short-term borrowing rate was 8.61% and 2.72% at December 31, 2022 and 2021, respectively.

Notes Payable

Notes payable include mortgages payable that are secured by certain fixed assets. The notes payable have varying maturity dates and repayment terms through 2025. Interest rates on notes payable ranged from 5.09% to 12.26% and 5.09% to 10.25% at December 31, 2022 and 2021, respectively.

In December 2017, Universidad del Valle de México (UVM Mexico) entered into an agreement with a bank for a loan of MXN 1,700,000 (approximately $89,000 at the time of the loan). In 2019, this loan was reassigned to Estrater, S.A. de C.V., SOFOM ENR (Estrater). In 2021, Estrater was merged into Laureate Education Mexico S de RL de CV (LEM), a wholly owned Mexican subsidiary of the Company. Consequently, the loan was reassigned to LEM. The loan matures in June 2024 and carries a variable interest rate based on the 28-day Mexican Interbanking Offer Rate (TIIE), plus an applicable margin, which is established based on the ratio of debt to EBITDA, as defined in the agreement (12.26% and 8.12% as of December 31, 2022 and 2021, respectively). The current quarterly payments on the loan total MXN 72,250 ($3,725 at December 31, 2022) and increase over the remaining term of the loan to MXN 76,500 ($3,944 at December 31, 2022), with a balloon payment of MXN 425,000 ($21,913 at December 31, 2022) due at maturity. As of December 31, 2022 and December 31, 2021, the outstanding balance of this loan was $41,416 and $52,533, respectively.

The Company obtained financing to fund the construction of two new campuses at one of our institutions in Peru, Universidad Peruana de Ciencias Aplicadas (UPC). As of December 31, 2022 and 2021, one loan remains outstanding, which matures in November 2025 and carries an interest rate of 5.09%. Principal payments, plus accrued and unpaid interest, are made semi-annually in April and October. As of December 31, 2022 and 2021, the outstanding balance of this loan was $8,246 and $10,284, respectively.

On December 22, 2017, a Laureate subsidiary in Peru entered into an agreement to borrow PEN 247,500 (approximately $76,000 at the agreement date). The loan bears interest at a fixed rate of 6.62% per annum and matures in December 2023. Quarterly payments in the amount of PEN 14,438 ($3,786 at December 31, 2022) are due through the loan's maturity. As of December 31, 2022 and 2021, this loan had a balance of $15,142 and $29,035, respectively.

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Leases

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Leases

Leases

Laureate conducts a significant portion of its operations at leased facilities, including many of Laureate's higher education facilities and other office locations. Laureate analyzes each lease agreement to determine whether it should be classified as a finance lease or an operating lease.

Finance Leases

Our finance lease agreements are for property and equipment. The lease assets are included within buildings as well as furniture, equipment and software and the related lease liability is included within debt and finance leases on the consolidated balance sheets.

Operating Leases

Our operating lease agreements are primarily for real estate space and are included within operating lease ROU assets and operating lease liabilities on the Consolidated Balance Sheets. The terms of our operating leases vary and generally contain renewal options. Certain of these operating leases provide for increasing rent over the term of the lease. Laureate also leases certain equipment under noncancellable operating leases, which are typically for terms of 60 months or less.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. As discussed in Note 2, Significant Accounting Policies, ROU assets and lease liabilities are recognized at the commencement date of the lease based on the estimated present value of lease payments over the lease term. Our variable lease payments consist of non-lease services related to the lease. Variable lease payments are excluded from the ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. Many of our lessee agreements include options to extend the lease, which we do not include in our minimum lease terms unless they are reasonably certain to be exercised. On occasion, Laureate has entered into sublease agreements for certain leased office space; however, the sublease income from these agreements is immaterial.

Supplemental balance sheet information related to leases as of December 31, 2022 and 2021 was as follows:

Leases	Classification	2022		2021
Assets:
Operating	Operating lease right-of-use assets, net	$	389,565	$	384,344
Finance	Buildings, Furniture, equipment and software, net	41,049		39,756
Total leased assets		$	430,614	$	424,100
Liabilities:
Current
Operating	Current portion of operating leases	38,994		38,149
Finance	Current portion of long-term debt and finance leases	6,173		5,258
Non-current
Operating	Long-term operating leases, less current portion	376,898		377,104
Finance	Long-term debt and finance leases, less current portion	42,013		39,866
Total lease liabilities		$	464,078	$	460,377

Lease Term and Discount Rate	2022		2021		2020
Weighted average remaining lease terms
Operating leases	9.4 years		9.4 years		9.9 years
Finance leases	14.6 years		14.9 years		14.5 years
Weighted average discount rate
Operating leases	9.40	%	8.90	%	9.20	%
Finance leases	9.90	%	9.60	%	9.50	%

The components of lease cost for the years ended December 31, 2022, 2021 and 2020 were as follows:

Lease Cost	Classification	2022		2021		2020
Operating lease cost	Direct costs	$	58,701	$	70,256	$	68,488
Finance lease cost
Amortization of leased assets	Direct costs	6,821		6,732		4,484
Interest on leased assets	Interest expense	3,990		4,092		2,750
Short-term lease costs	Direct costs	1,055		73		1,121
Variable lease costs	Direct costs	9,806		5,575		(877)
Sublease income	Revenues	(425)		(187)		(890)
Total lease cost		$	79,948	$	86,541	$	75,076

Rent Concessions

In 2020, the Company took actions with respect to certain of its existing leases, including engaging with landlords to discuss rent deferrals, as well as other rent concessions. Consistent with the updated guidance from the FASB in April 2020, the Company has elected the practical expedient for rent concessions where the total payments required by the modified contract are substantially the same or less than the total payments required by the original contract. In those cases, the Company treated the rent concessions as if there were no modification to the lease contract and accounted for these rent concessions as variable lease payments.

As of December 31, 2022, maturities of lease liabilities were as follows:

Maturity of Lease Liability	Operating Leases		Finance Leases
Year 1	$	83,560	$	10,623
Year 2	80,458		8,125
Year 3	79,659		6,649
Year 4	79,319		4,847
Year 5	68,779		3,878
Thereafter	251,258		80,402
Total lease payments	$	643,033	$	114,524
Less: interest and inflation	(227,141)		(66,338)
Present value of lease liabilities	$	415,892	$	48,186

Supplemental cash flow information related to leases for the years ended December 31, 2022, 2021 and 2020 was as follows:

Other Information	2022		2021		2020
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows used for operating leases	$	56,540	$	75,164	$	69,881
Operating cash flows used for finance leases	$	3,990	$	4,107	$	2,750
Financing cash flows used for finance leases	$	5,136	$	4,874	$	2,736
Leased assets obtained for new finance lease liabilities	$	5,226	$	1,997	$	27,757
Leased assets obtained for new operating lease liabilities	$	12,677	$	7,674	$	13,565

Corporate Office Lease Termination

In March 2021, the Company exercised its one-time right under the operating lease agreement for its former corporate headquarters in Baltimore, Maryland, to terminate the lease effective June 30, 2022. In connection with the exercise of this early termination option, the Company was required to pay an early termination fee of approximately $1,200, half of which was paid in March 2021. In December 2021, the Company and the landlord agreed to a termination of the lease agreement, effective December 31, 2021. In connection with this lease termination, the Company made a total payment of approximately $2,750, which included the second half of the early termination fee noted above, as well as all remaining amounts owed under the lease.

Kendall Lease Termination

In December 2021, the Company completed a lease termination agreement with the landlord of its Kendall property in Chicago, Illinois. In connection with the lease termination agreement, the Company made a total payment of approximately $44,050 and recorded a loss of approximately $25,800, which is included in Operating (loss) income in the Consolidated Statement of Operations for the year ended December 31, 2021.

Leases

Leases

Laureate conducts a significant portion of its operations at leased facilities, including many of Laureate's higher education facilities and other office locations. Laureate analyzes each lease agreement to determine whether it should be classified as a finance lease or an operating lease.

Finance Leases

Our finance lease agreements are for property and equipment. The lease assets are included within buildings as well as furniture, equipment and software and the related lease liability is included within debt and finance leases on the consolidated balance sheets.

Operating Leases

Our operating lease agreements are primarily for real estate space and are included within operating lease ROU assets and operating lease liabilities on the Consolidated Balance Sheets. The terms of our operating leases vary and generally contain renewal options. Certain of these operating leases provide for increasing rent over the term of the lease. Laureate also leases certain equipment under noncancellable operating leases, which are typically for terms of 60 months or less.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. As discussed in Note 2, Significant Accounting Policies, ROU assets and lease liabilities are recognized at the commencement date of the lease based on the estimated present value of lease payments over the lease term. Our variable lease payments consist of non-lease services related to the lease. Variable lease payments are excluded from the ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. Many of our lessee agreements include options to extend the lease, which we do not include in our minimum lease terms unless they are reasonably certain to be exercised. On occasion, Laureate has entered into sublease agreements for certain leased office space; however, the sublease income from these agreements is immaterial.

Supplemental balance sheet information related to leases as of December 31, 2022 and 2021 was as follows:

Leases	Classification	2022		2021
Assets:
Operating	Operating lease right-of-use assets, net	$	389,565	$	384,344
Finance	Buildings, Furniture, equipment and software, net	41,049		39,756
Total leased assets		$	430,614	$	424,100
Liabilities:
Current
Operating	Current portion of operating leases	38,994		38,149
Finance	Current portion of long-term debt and finance leases	6,173		5,258
Non-current
Operating	Long-term operating leases, less current portion	376,898		377,104
Finance	Long-term debt and finance leases, less current portion	42,013		39,866
Total lease liabilities		$	464,078	$	460,377

Lease Term and Discount Rate	2022		2021		2020
Weighted average remaining lease terms
Operating leases	9.4 years		9.4 years		9.9 years
Finance leases	14.6 years		14.9 years		14.5 years
Weighted average discount rate
Operating leases	9.40	%	8.90	%	9.20	%
Finance leases	9.90	%	9.60	%	9.50	%

The components of lease cost for the years ended December 31, 2022, 2021 and 2020 were as follows:

Lease Cost	Classification	2022		2021		2020
Operating lease cost	Direct costs	$	58,701	$	70,256	$	68,488
Finance lease cost
Amortization of leased assets	Direct costs	6,821		6,732		4,484
Interest on leased assets	Interest expense	3,990		4,092		2,750
Short-term lease costs	Direct costs	1,055		73		1,121
Variable lease costs	Direct costs	9,806		5,575		(877)
Sublease income	Revenues	(425)		(187)		(890)
Total lease cost		$	79,948	$	86,541	$	75,076

Rent Concessions

In 2020, the Company took actions with respect to certain of its existing leases, including engaging with landlords to discuss rent deferrals, as well as other rent concessions. Consistent with the updated guidance from the FASB in April 2020, the Company has elected the practical expedient for rent concessions where the total payments required by the modified contract are substantially the same or less than the total payments required by the original contract. In those cases, the Company treated the rent concessions as if there were no modification to the lease contract and accounted for these rent concessions as variable lease payments.

As of December 31, 2022, maturities of lease liabilities were as follows:

Maturity of Lease Liability	Operating Leases		Finance Leases
Year 1	$	83,560	$	10,623
Year 2	80,458		8,125
Year 3	79,659		6,649
Year 4	79,319		4,847
Year 5	68,779		3,878
Thereafter	251,258		80,402
Total lease payments	$	643,033	$	114,524
Less: interest and inflation	(227,141)		(66,338)
Present value of lease liabilities	$	415,892	$	48,186

Supplemental cash flow information related to leases for the years ended December 31, 2022, 2021 and 2020 was as follows:

Other Information	2022		2021		2020
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows used for operating leases	$	56,540	$	75,164	$	69,881
Operating cash flows used for finance leases	$	3,990	$	4,107	$	2,750
Financing cash flows used for finance leases	$	5,136	$	4,874	$	2,736
Leased assets obtained for new finance lease liabilities	$	5,226	$	1,997	$	27,757
Leased assets obtained for new operating lease liabilities	$	12,677	$	7,674	$	13,565

Corporate Office Lease Termination

In March 2021, the Company exercised its one-time right under the operating lease agreement for its former corporate headquarters in Baltimore, Maryland, to terminate the lease effective June 30, 2022. In connection with the exercise of this early termination option, the Company was required to pay an early termination fee of approximately $1,200, half of which was paid in March 2021. In December 2021, the Company and the landlord agreed to a termination of the lease agreement, effective December 31, 2021. In connection with this lease termination, the Company made a total payment of approximately $2,750, which included the second half of the early termination fee noted above, as well as all remaining amounts owed under the lease.

Kendall Lease Termination

In December 2021, the Company completed a lease termination agreement with the landlord of its Kendall property in Chicago, Illinois. In connection with the lease termination agreement, the Company made a total payment of approximately $44,050 and recorded a loss of approximately $25,800, which is included in Operating (loss) income in the Consolidated Statement of Operations for the year ended December 31, 2021.

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Contingencies

Laureate is subject to legal actions arising in the ordinary course of its business. In management's opinion, we have adequate legal defenses, insurance coverage and/or accrued liabilities with respect to the eventuality of such actions. We do not believe that any settlement would have a material impact on our Consolidated Financial Statements.

Income Tax Contingencies

As of December 31, 2022 and 2021, Laureate has recorded cumulative liabilities for income tax contingencies of $130,323 and $91,585, respectively.

Non-Income Tax Loss Contingencies

Laureate has accrued liabilities for certain civil actions against our institutions, a portion of which existed prior to our acquisition of these entities. Laureate intends to vigorously defend against these matters. As of December 31, 2022 and 2021, approximately $11,400 and $7,200, respectively, of loss contingencies were included in Other long-term liabilities and Other current liabilities on the Consolidated Balance Sheets.

We have also identified certain loss contingencies that we have assessed as being reasonably possible of loss, but not probable of loss, and could have an adverse effect on the Company’s results of operations if the outcomes are unfavorable. In the aggregate, we estimate that the reasonably possible loss for these unrecorded contingencies could be up to approximately $11,900 if the outcomes were unfavorable.

Guarantees    

In connection with a loan agreement entered into by a Laureate subsidiary in Peru, all of the shares of Universidad Privada del Norte, one of our universities, were pledged to the third-party lender as a guarantee of the payment obligations under the loan.

During the first quarter of 2021, one of our Peruvian institutions issued a bank guarantee in order to appeal a preliminary tax assessment received related to tax audits of 2014 and 2015. As of December 31, 2022 and 2021, the amount of the guarantee was $7,076 and $5,885, respectively.

Standby Letters of Credit (LOCs)

Spanish Tax Audits

As of December 31, 2021, we had approximately $10,700 posted as cash collateral for LOCs related to the Spanish tax audits. This was recorded in continuing operations and classified as Restricted cash on our December 31, 2021 Consolidated Balance Sheet. The cash collateral is related to final assessments issued by the Spanish Taxing Authority (STA) in October 2018 and January 2020 to Iniciativas Culturales de España, S.L. (ICE), our former Spanish holding company. During the second quarter of 2020, ICE was migrated to the Netherlands and its name was changed to Laureate Netherlands Holding B.V. In October 2021, the Company paid to the STA the final assessments of approximately $9,300, in order to reduce the amount of future interest that could be incurred as the appeal process continues. Following the payment, the letter of credit was no longer required and the cash was subsequently released in October 2022. The Company has paid all of the final assessments that were issued as a result of the Spanish tax audits and does not expect that the matter will have a material effect on its consolidated financial statements.

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Share-based Compensation and Equity

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Share-based Compensation and Equity

Share-based Compensation and Equity

Share-based compensation expense was as follows:

For the years ended December 31,	2022		2021		2020
Continuing operations
Stock options, net of estimated forfeitures	$	—	$	468	$	1,291
Restricted stock awards	8,776		8,427		8,957
Total continuing operations	$	8,776	$	8,895	$	10,248
Discontinued operations
Share-based compensation expense for discontinued operations	—		1,277		3,050
Total continuing and discontinued operations	$	8,776	$	10,172	$	13,298

2013 Long-Term Incentive Plan

On June 13, 2013, the Board approved the Laureate Education, Inc. 2013 Long-Term Incentive Plan (2013 Plan). The 2013 Plan became effective in June 2013, following approval by the stockholders of Laureate. Under the 2013 Plan, the Company may grant stock options, stock appreciation rights, unrestricted common stock or restricted stock, unrestricted stock units or restricted stock units, and other stock-based awards, to eligible individuals on the terms and subject to the conditions set forth in the 2013 Plan. As of the effective date in June 2013, the total number of shares of common stock issuable under the 2013 Plan were 7,521. In September 2015, the Board and Shareholders approved an amendment to increase the total number of shares of common stock issuable under the 2013 Plan by 1,219, and in December 2016, the Board and Shareholders approved an amendment to increase the total number of shares of common stock issuable under the 2013 Plan by 3,884. Shares that are forfeited, terminated, canceled, allowed to expire unexercised, withheld to satisfy tax withholding, or repurchased are available for re-issuance. Any awards that have not vested upon termination of employment for any reason are forfeited. Holders of restricted stock shall have all of the rights of a stockholder of common stock including, without limitation, the right to vote and the right to receive dividends. However, dividends declared payable on performance-based restricted stock shall be subjected to forfeiture at least until achievement of the applicable performance target related to such shares of restricted stock. Any accrued but unpaid dividends on unvested restricted stock shall be forfeited upon termination of employment. Holders of stock units do not have any rights of a stockholder of common stock and are not entitled to receive dividends. All awards outstanding under the 2013 Plan terminate upon the liquidation, dissolution or winding up of Laureate.

Stock options, stock appreciation rights and restricted stock units granted under the 2013 Plan have provisions for accelerated vesting if there is a change in control of Laureate. As defined in the 2013 Plan, a change in control means the first of the following to occur: (i) a change in ownership of Laureate or Wengen or (ii) a change in the ownership of assets of Laureate. A change in ownership of Laureate or Wengen shall occur on the date that more than 50% of the total voting power of the capital stock of Laureate is sold or more than 50% of the partnership interests of Wengen is sold in a single or a series of related transactions. A change in the ownership of assets of Laureate would occur if 80% or more of the total gross fair market value of all of the assets of Laureate are sold during a 12-month period. The gross fair market value of Laureate is determined without regard to any liabilities associated with such assets. Upon consummation of the change in control and an employee’s “qualifying termination” (as defined in the employee's award agreement): (a) those time-based stock options and stock appreciation rights that would have vested and become exercisable on or prior to the third anniversary of the effective time of change in control would become fully vested and immediately exercisable; (b) those performance-based stock options and stock appreciation rights that would have vested and become exercisable had Laureate achieved the performance targets in the three fiscal years ending coincident with or immediately subsequent to the effective time of such change in control, excluding the portion of awards that would have vested only pursuant to any catch-up provisions, would become fully vested and immediately exercisable; (c) those time-based restricted stock awards that would have become vested and free of forfeiture risk and lapse restriction on or prior to the third anniversary of the effective time of such change in control would become fully vested and immediately exercisable; (d) those performance-based restricted stock awards that would have vested and become free of forfeiture risk and lapse restrictions had Laureate achieved the target performance in the three fiscal years ending coincident with or immediately subsequent to the effective time of such change in control would become fully vested and immediately exercisable; (e) those time-based restricted stock units that would have become vested or earned on or prior to the third anniversary of the effective time of such change in control would become vested and earned and be settled in cash or shares of common stock as promptly as practicable; and (f) those performance-based restricted stock units, performance shares and performance units that would have become vested or earned had Laureate achieved the target performance in the three fiscal years ending coincident with or immediately subsequent to the effective time of such change in control would become vested and earned and be settled in cash or shares of common stock as promptly as practicable. After giving effect to the foregoing

change in control acceleration, any remaining unvested time-based and performance-based stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and performance share units shall be forfeited for no consideration.

As discussed in Note 1, Description of Business, on January 27, 2020, the Company announced that it would explore strategic alternatives for each of its businesses to unlock shareholder value. Also on January 27, 2020, in connection with such announcement, the Company's Board of Directors determined that, during the strategic alternatives process, any outstanding awards held by a participant at the time that such participant is terminated without cause as of and following January 27, 2020 and before a divestiture, sale, spin-off, or any other similar corporate transaction involving the participant's employing entity will receive the same treatment that such awards would have received upon a qualifying termination on or following a change in control (i.e., accelerated vesting of unvested equity awards in accordance with the terms of such awards). The strategic alternatives process ended in April 2022.

Stock Options Under 2013 Plan

Stock option awards under the 2013 Plan generally have a contractual term of 10 years and are granted with an exercise price equal to or greater than the fair market value of Laureate’s stock at the date of grant. These options typically vest over a period of five or three years. There were no stock options granted in 2022, 2021 and 2020. The Performance Options previously granted under the 2013 Plan are eligible for vesting based on achieving annual pre-determined Equity Value performance targets or Adjusted EBITDA targets, as defined in the plan, and the continued service of the employee. Some of the performance-based awards include a catch-up provision, allowing the grantee to vest in any year in which a target is missed if a following year's target is achieved, as long as the following year is within eight years from the grant date.

Compensation expense is recognized over the period during which an employee is required to provide service in exchange for the award, which is usually the vesting period. For Time Options, expense is recognized ratably over the five-year or three-year vesting period. For Performance Options, expense is recognized under a graded expense attribution method, to the extent that it is probable that the stated annual earnings target will be achieved and options will vest for any year. We assess the probability of each option tranche vesting throughout the life of each grant. As of December 31, 2022, all outstanding awards that were granted under the 2013 Plan are fully vested.

Amendment to 2013 Long-Term Incentive Plan

On June 19, 2017, the Board approved, subject to stockholder approval, an amendment and restatement of the 2013 Plan. Among other things, the amendment (i) increases the number of shares of common stock that may be issued pursuant to awards under the 2013 Plan to 14,714; (ii) adds performance metrics, the ability to grant cash awards, and annual limits on grants, intended to qualify awards as performance-based awards that are not subject to certain limits on tax deductibility of compensation payable to certain executives; and (iii) extends the term of the 2013 Plan to June 18, 2027, the day before the 10th anniversary of the date of adoption of the amendment. On June 19, 2017, the holder of the majority of the voting power of the Company's outstanding stock at the time approved by written consent the amended and restated 2013 Plan and it became effective.

Stock Option Activity

The following tables summarize the stock option activity and the assumptions used to record the related share-based compensation expense for the years ended December 31, 2022, 2021 and 2020:

	2022					2021					2020
	Options	Weighted Average Exercise Price		Aggregate Intrinsic Value		Options	Weighted Average Exercise Price		Aggregate Intrinsic Value		Options	Weighted Average Exercise Price		Aggregate Intrinsic Value
Outstanding at January 1	2,163	$	9.89	$	6,098	3,428	$	17.85	$	159	5,388	$	18.18	$	3,396
Granted	—	—				—	—				—	—
Exercised	(1,510)	9.43		4,080		(583)	12.25		883		(860)	17.60		2,353
Forfeited or expired	(94)	23.17				(682)	20.14				(1,100)	19.66
Outstanding at December 31	559	7.00		1,461		2,163	9.89		6,098		3,428	17.85		159
Exercisable at December 31	559	7.00		1,461		2,163	9.89		6,098		3,292	17.97		159
Vested and expected to vest	559	7.00		1,461		2,163	9.89		6,098		3,426	17.85		159

	Options Outstanding		Options Exercisable		Assumption Range*
Exercise Prices	Number of Shares	Weighted Average Remaining Contractual Terms (Years)	Number of Shares	Weighted Average Remaining Contractual Terms (Years)	Risk-Free Interest Rate	Expected Terms in Years	Expected Volatility
Year Ended December 31, 2022
$4.87 - $8.79	559	3.64	559	3.64	1.45% - 3.05%	3.20 - 7.12	36.40% - 58.84%
Year Ended December 31, 2021
$6.38 - $7.96	414	5.98	414	5.98	2.68% - 3.05%	5.54 -5.91	38.29% - 57.25%
$8.79 - $10.30	1,655	1.53	1,655	1.53	1.45% - 2.34%	3.20 - 7.12	35.20% - 58.84%
$15.27 - $24.33	94	0.44	94	0.44	0.76% - 2.35%	4.16 - 6.52	39.38% - 53.80%
Year Ended December 31, 2020
$13.97 - $15.55	748	6.84	625	6.58	1.99% - 3.05%	3.25 - 5.91	38.29% - 64.18%
$16.38 - $17.89	2,247	2.72	2,235	2.68	1.38% - 2.34%	3.20 - 7.12	35.20% - 58.84%
$21.00	146	0.70	146	0.70	1.81%	4.00	57.79%
$22.88 - $31.92	287	0.76	287	0.76	0.73% - 2.86%	4.00 - 6.52	39.03% - 53.80%

* The expected dividend yield is zero for all options in all years.

As noted above, no stock options were granted in 2022, 2021 or 2020.

As of December 31, 2022, Laureate had no unrecognized share-based compensation costs related to stock options outstanding.

Non-Vested Restricted Stock and Restricted Stock Units

The following table summarizes the non-vested restricted stock and restricted stock units activity for the years ended December 31, 2022, 2021 and 2020:

	2022			2021			2020
	Shares	Weighted Average Grant Date Fair Value		Shares	Weighted Average Grant Date Fair Value		Shares	Weighted Average Grant Date Fair Value
Non-vested at January 1	691	$	14.82	1,000	$	15.81	1,251	$	14.69
Granted	685	12.15		818	13.98		969	15.80
Vested	(698)	14.05		(822)	15.01		(861)	14.11
Forfeited	(18)	12.37		(305)	15.32		(359)	15.95
Non-vested at December 31	660	12.92		691	14.82		1,000	15.81

Restricted stock units granted under the 2013 Plan during the years ended December 31, 2022, 2021 and 2020 consisted of time-based restricted stock units (RSU) and performance-based restricted stock units (PSU) with vesting periods over three years. PSUs are eligible to vest annually upon the Board's determination that the annual performance targets are met. The vesting percentage for PSUs is based on Laureate's attainment of a performance target or targets, provided that continued employment is required through the date the attainment of target is approved by the Compensation Committee.

The fair value of the non-vested restricted stock awards in the table above is measured using the fair value of Laureate’s common stock on the date of grant or the most recent modification date, whichever is later.

As of December 31, 2022, unrecognized share-based compensation expense related to non-vested restricted stock and restricted stock unit awards was $4,797. Of the total unrecognized cost, $4,270 relates to time-based RSUs and $527 relates to PSUs. This unrecognized expense for time-based restricted stock and restricted stock units will be recognized over a weighted-average expense period of 1.7 years.

Other Stockholders' Equity Transactions

Effective October 29, 2021, each share of Company Class A common stock and each share of Company Class B common stock automatically converted into one share of common stock of the Company. Following the conversion, the Company has only one class of common stock outstanding.

On November 17, 2022, the Company entered into an underwriting agreement by and among the Company, KKR 2006 Fund (Overseas), Limited Partnership (KKR Overseas) and KKR Partners II (International), L.P. (together with KKR Overseas, the Selling Stockholders or KKR), and Goldman Sachs & Co. LLC, as representative of the several underwriters named therein, relating to an underwritten offering (the Secondary Offering) of 32,842 shares of the Company’s common stock, par value $0.004 per share. On November 22, 2022, the Secondary Offering was completed at a price of $9.40875 per share. The Selling Stockholders received all of the net proceeds from this offering and no shares of common stock were sold by the Company.

Stock Repurchases

Repurchases Pursuant to an Authorized Repurchase Program

On November 5, 2020, Laureate’s Board of Directors announced a new stock repurchase program to acquire up to $300,000 of the Company’s common stock. On April 30, 2021, the Company’s Board of Directors approved an increase of the authorization by $200,000; on December 14, 2021, the Company’s Board of Directors approved an increase of the authorization by $100,000, and on March 14, 2022, the Company’s Board of Directors approved an increase of the authorization by $50,000, for a total authorization (including the above authorized repurchases) of up to $650,000 of the Company’s common stock. The Company’s repurchases could be made from time to time on the open market at prevailing market prices, in privately negotiated transactions, in block trades and/or through other legally permissible means, depending on market conditions and in accordance with applicable rules and regulations promulgated under the Exchange Act. Repurchases could be effected pursuant to a trading plan adopted in accordance with Rule 10b5-1 of the Exchange Act. During the third quarter of 2022, the Company's repurchases reached the total authorized limit of $650,000.

Repurchases Made In Connection with Secondary Offering

In connection with the Secondary Offering completed on November 22, 2022, the Company’s Board of Directors approved the Company's repurchase of 7,971 shares out of the 32,842 shares of common stock sold in the Secondary Offering, at a per share price of $9.40875, for a total of approximately $75,000.

2022 Special Cash Distribution

On September 14, 2022, the Company announced that its Board of Directors approved, pursuant to the previously announced adoption of a Partial Liquidation Plan related to the distribution of net proceeds from the Company’s sale of Walden e-Learning LLC (the Walden Sale), the payment of a special cash distribution (the October 2022 Distribution) equal to $0.83 per each share of the Company’s common stock, par value $0.004 per share, to each holder of record on September 28, 2022. The proceeds that were distributed were attributable to the release during the third quarter of 2022 of $71,700 of escrowed funds from the Walden Sale, plus remaining net proceeds that had yet to be distributed. This is anticipated to be the final distribution pursuant to the Partial Liquidation Plan. On October 12, 2022, the Company paid approximately $136,600 related to the October 2022 Distribution.

In connection with the October 2022 Distribution, the Board of Directors approved certain required adjustments under the Company’s equity award compensation plans. The exercise prices of the Company’s stock options were reduced by $0.83 per share, and holders of restricted and performance stock units will receive an amount in cash equal to $0.83 per unvested stock unit, payable when such unit vests.

2022 Special Cash Dividend

On October 24, 2022, the Board of Directors of the Company approved a special cash dividend (the 2022 Special Cash Dividend) equal to $0.68 per each share of the Company’s common stock, par value $0.004 per share, to each holder of record on November 4, 2022. On November 17, 2022, the Company paid approximately $112,000 related to the 2022 Special Cash Dividend.

In connection with the 2022 Special Cash Dividend, the Board approved certain required adjustments under the Company’s equity award compensation plans. The exercise price of the Company’s options was reduced by $0.68 per share, and holders of restricted and performance stock units will receive an amount in cash equal to $0.68 per unvested stock unit held payable when such unit vests.

2021 Special Cash Distributions

On September 15, 2021, the Board of Directors of the Company approved a plan of partial liquidation (the Partial Liquidation Plan) in connection with the sale of Walden e-Learning LLC. Pursuant to the Partial Liquidation Plan, the gross proceeds from the sale of the Walden Group, less expenses related to the sale, were distributed to the Company’s stockholders before the end of calendar year 2022.

On September 15, 2021, after the adoption of the Partial Liquidation Plan, the Board approved the payment of a special cash distribution (the Distribution) pursuant to the Partial Liquidation Plan equal to $7.01 per each share of the Company’s common stock, par value $0.004 per share, to each holder of record on October 6, 2021. The Distribution was paid on October 29, 2021, based on the number of shares outstanding on October 6, 2021. The aggregate amount of the Distribution was approximately $1,270,000. Gross proceeds from the sale included $74,000 that was initially held in escrow until it was released in 2022, as well as approximately $83,600 of restricted cash related to collateralized regulatory obligations associated with activities of the divested business.

The restricted cash was released during the fourth quarter of 2021. Accordingly, on December 3, 2021, the Company announced that its Board of Directors approved, pursuant to the previously announced Partial Liquidation Plan, the payment of a special cash distribution (the Second Distribution) equal to $0.58 per each share of the Company's common stock, par value $0.004 per share, to each holder of record on December 14, 2021. The Second Distribution was paid on December 28, 2021 and totaled approximately $105,000, based on the number of shares outstanding on December 14, 2021. The amount of the Second Distribution included the restricted cash that had been released, in addition to other net proceeds from the sale of Walden e-Learning LLC that had not yet been distributed to the Company’s stockholders.

In connection with the Distribution, the Board of Directors approved certain required adjustments under the Company’s equity award compensation plans. These required equitable adjustments were effective on November 1, 2021 and were recorded in the consolidated financial statements during the fourth quarter of 2021. The exercise prices of the Company’s options were reduced

by $7.01 per share, and holders of restricted and performance stock units will receive an amount in cash equal to $7.01 per unvested stock unit, payable when such unit vests. In connection with the Second Distribution, the Board of Directors also approved the required adjustments under the Company’s equity award compensation plans. These required equitable adjustments also were effective during the fourth quarter of 2021 and were recorded in the consolidated financial statements. The exercise prices of the Company’s options were reduced by $0.58 per share, and holders of restricted and performance stock units will receive an amount in cash equal to $0.58 per unvested stock unit, payable when such unit vests. As of December 31, 2021, the Company had recorded a payable of $6,932 related to the equitable adjustments for the equity award compensation plans.

Dividend Payable

As of December 31, 2022 and 2021, the Company had recorded a dividend payable of $3,930 and $6,932, respectively, related to the expected dividend payments remaining for the 2022 and 2021 equitable adjustments that were approved for the equity award compensation plans. During the year ended December 31, 2022, the Company paid approximately $4,600 of dividends related to equivalent rights for share-based awards that vested.

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Derivative Instruments

12 Months Ended

Dec. 31, 2022

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments

Derivative Instruments

In the normal course of business, our operations are exposed to fluctuations in foreign currency values and interest rate changes. We may seek to control a portion of these risks through a risk management program that includes the use of derivative instruments.

Historically, Laureate’s senior long-term debt arrangements were primarily in USD. Our ability to make debt payments was subject to fluctuations in the value of the USD against foreign currencies, since a majority of our operating cash used to make these payments was generated by subsidiaries with functional currencies other than USD. As part of our overall risk management policies, Laureate has at times entered into foreign currency swap contracts and floating-to-fixed interest rate swap contracts. In addition, we occasionally entered into foreign exchange forward contracts to reduce the impact of other non-functional currency-denominated receivables and payables. We do not enter into speculative or leveraged transactions, nor do we hold or issue derivatives for trading purposes. We generally intend to hold our derivatives until maturity.

Laureate reports all derivatives at fair value. These contracts are recognized as either assets or liabilities, depending upon the derivative’s fair value. Gains or losses associated with the change in the fair value of these swaps are recognized in our Consolidated Statements of Operations on a current basis over the term of the contracts, unless designated and effective as a hedge. For swaps that are designated and effective as cash flow hedges, gains or losses associated with the change in fair value of the swaps are recognized in our Consolidated Balance Sheets as a component of Accumulated Other Comprehensive Income (AOCI) and amortized into earnings as a component of Interest expense over the term of the related hedged items. Upon early termination of an effective interest rate swap designated as a cash flow hedge, unrealized gains or losses are deferred in our Consolidated Balance Sheets as a component of AOCI and are amortized as an adjustment to Interest expense over the period during which the hedged forecasted transaction affects earnings. For derivatives that are both designated and effective as net investment hedges, gains or losses associated with the change in fair value of the derivatives are recognized on our Consolidated Balance Sheets as a component of AOCI and are deferred from earnings until the sale or liquidation of the hedged investee.

Laureate did not hold any derivatives as of December 31, 2022 and December 31, 2021.

Derivatives Not Designated as Hedging Instruments

BRL to USD Foreign Currency Swaps

In November 2020, in connection with the signing of the sale agreement for its Brazilian operations, Laureate entered into six BRL-to-USD swap agreements. The purpose of these swaps was to mitigate the risk of foreign currency exposure on the expected proceeds from the sale. Two of the swaps were deal contingent, with the settlement date occurring on the second business day following the completion of the sale. On the settlement date, Laureate would deliver the combined notional amount of BRL 1,900,000 (BRL 950,000 for each swap) and receive an amount in USD equal to each swap's notional amount multiplied by each swap's contract rate of exchange at the settlement date. The remaining four swaps were originally put/call options with a maturity date of May 13, 2021, where Laureate could put the combined notional amount of BRL 1,875,000 and call a combined USD amount of $343,783 at an exchange rate of 5.4540 BRL per 1 USD. The terms of these options included deferred premium payments from Laureate to the counterparties of $18,294, which were paid in full in January 2021. During the second quarter of 2021, all four of these swaps were converted to be deal contingent, with the settlement date occurring on the second business day following the aforementioned sale. This conversion resulted in cash proceeds to Laureate of $1,663. On the settlement date, Laureate would deliver the combined notional amount of BRL 1,875,000 and receive an amount in USD equal to each swap’s notional amount multiplied by each swap’s contract rate of exchange at the settlement date.

As discussed in Note 5, Dispositions, the sale of Laureate’s Brazilian operations closed on May 28, 2021. Per the terms of the agreements, the swaps were settled on June 2, 2021, which resulted in a realized loss and net settlement amount paid to the counterparties at closing of $33,710. These swaps were not designated as hedges for accounting purposes.

AUD to USD Foreign Currency Swaps

In March 2020, Laureate entered into an AUD-to-USD swap agreement with a maturity date of April 15, 2020, in connection with an intercompany funding transaction. The terms of the swap stated that on the maturity date, Laureate would deliver the notional amount of AUD 21,000 and receive USD $13,713 at a rate of exchange of 0.6530 USD per 1 AUD. On April 8, 2020, Laureate entered into a net settlement agreement for this swap to deliver USD $12,999 and receive the notional amount of AUD 21,000 at a rate of exchange of 0.6190 USD per 1 AUD. This net settlement was executed on April 15, 2020, which resulted in a realized gain and proceeds received of $714. This amount is included in Loss on derivatives, net on the Consolidated Statement of Operations for the year ended December 31, 2020. This swap was not designated as a hedge for accounting purposes.

On April 8, 2020, Laureate entered into a new AUD-to-USD swap agreement with a notional amount of AUD 21,000. On the maturity date of June 15, 2020, Laureate delivered the notional amount and received USD $12,921 at a rate of exchange of 0.6153 USD per 1 AUD, resulting in a realized loss of $1,340. This amount is included in Loss on derivatives, net on the Consolidated Statements of Operations for the year ended December 31, 2020. This swap was not designated as a hedge for accounting purposes.

Components of the reported Gain (loss) on derivatives not designated as hedging instruments in the Consolidated Statements of Operations were as follows:

For the years ended December 31,	2022		2021		2020
Cross currency and interest rate swaps
Unrealized gain (loss)	$	—	$	25,824	$	(25,354)
Realized loss	—		(50,341)		(626)
Loss on derivatives, net	$	—	$	(24,517)	$	(25,980)

Credit Risk and Credit-Risk-Related Contingent Features

Derivatives expose us to credit risk to the extent that the counterparty may possibly fail to perform its contractual obligation. The amount of our credit risk exposure is equal to the fair value of the derivative when any of the derivatives are in a net gain position. Laureate limits its credit risk by only entering into derivative transactions with highly rated major financial institutions. We have not entered into collateral agreements with our derivatives' counterparties. As of December 31, 2022 and December 31, 2021, we did not hold any derivatives in a net gain position, and thus had no credit risk.

Laureate's agreements with its derivative counterparties typically contain a provision under which the Company could be declared in default on our derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to

a default on the indebtedness. As of December 31, 2022 and December 31, 2021, the Company did not have any outstanding derivative agreements.

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Income Taxes

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

Significant components of the Income tax (expense) benefit on earnings from continuing operations were as follows:

For the years ended December 31,	2022		2021		2020
Current:
United States	$	(33,097)	$	(48,523)	$	6,391
Foreign	(152,931)		(148,437)		(72,660)
State	(273)		—		—
Total current	(186,301)		(196,960)		(66,269)
Deferred:
United States	4,663		87,310		124,718
Foreign	(3,794)		(10,347)		25,612
State	41		(25,576)		46,008
Total deferred	910		51,387		196,338
Total income tax (expense) benefit	$	(185,391)	$	(145,573)	$	130,069

For the years ended December 31, 2022, 2021 and 2020, foreign income (loss) from continuing operations before income taxes was $319,515, $80,864, and $(250,910), respectively. For the years ended December 31, 2022, 2021 and 2020, domestic loss from continuing operations before income taxes was $(73,665), $(218,371), and $(199,928), respectively.

Significant components of deferred tax assets and liabilities arising from continuing operations were as follows:

December 31,	2022		2021
Deferred tax assets:
Net operating loss and tax credits carryforwards	$	256,047	$	246,405
Operating leases	132,648		135,365
Depreciation	50,444		45,702
Interest	26,711		25,029
Deferred compensation	13,767		23,219
Deferred revenue	9,942		11,432
Nondeductible reserves	7,342		9,470
Allowance for doubtful accounts	6,781		8,437
Total deferred tax assets	503,682		505,059
Deferred tax liabilities:
Operating leases	123,430		122,728
Investment in subsidiaries	77,055		74,310
Amortization of intangible assets	45,635		41,776
Deferred gain on Walden	452		14,652
Unrealized gain	3,212		2,559
Total deferred tax liabilities	249,784		256,025
Net deferred tax assets	253,898		249,034
Valuation allowance for deferred tax assets	(291,722)		(283,945)
Net deferred tax liabilities	$	(37,824)	$	(34,911)

Laureate does not provide deferred taxes on the portion of its unremitted earnings attributable to international companies that have been considered to be reinvested indefinitely. As of December 31, 2022, undistributed earnings from foreign subsidiaries totaled $595,486.

If the Company were to remove its assertion and distribute the remaining unremitted earnings, we would record approximately $16,375 in additional deferred tax liabilities. The amount of additional deferred tax liabilities recognized could increase if our expectations change based on future developments.

The Company has $69,700 of deferred tax asset for US state net operating loss carryforwards that expire from 2023 to 2042 and $2,900 of deferred tax asset for US state net operating loss carryforwards that do not expire. The Company has $162,800 of foreign net operating loss carryforwards that expire from 2023 to 2031. The Company has $166,000 of tax credit carryforwards that do not expire and $75,100 of interest carryforwards that do not expire.

The Company assesses the realizability of deferred tax assets by examining all available evidence, both positive and negative. Accounting guidance restricts the amount of reliance the Company can place on projected taxable income to support the recovery of the deferred tax assets when a company is in a three-year cumulative loss position. A valuation allowance is recorded when the company is not able to identify a source of income to support realization of the deferred tax asset on a more-likely-than-not basis.

The reconciliations of the beginning and ending balances of the valuation allowance on deferred tax assets were as follows:

For the years ended December 31,	2022		2021		2020
Balance at beginning of period	$	283,945	$	320,858	$	324,119
Additions (deductions) from tax expense from continuing operations	7,972		9,115		(19,879)
Charges to other accounts
Additions	—		—		16,618
Deductions	(195)		(46,028)		—
Balance at end of period	$	291,722	$	283,945	$	320,858

The reconciliations of the reported Income tax (expense) benefit to the amount that would result by applying the United States federal statutory tax rate of 21% to income from continuing operations before income taxes were as follows:

For the years ended December 31,	2022		2021		2020
Tax (expense) benefit at the United States statutory rate	$	(51,628)	$	28,877	$	94,676
Permanent differences	(38,228)		(8,217)		(24,184)
Global intangible low taxed income	—		(30,616)		70,965
Netherlands intellectual property restructuring	—		(53,643)		(32,425)
State income tax benefit (expense), net of federal tax effect	669		(36,782)		36,343
Tax effect of foreign income taxed at higher rate	(40,579)		(16,665)		(5,534)
Change in valuation allowance	(11,241)		17,642		3,241
Effect of tax contingencies	(37,151)		(12,573)		2,706
Tax credits	9,211		10,458		(2,302)
Withholding taxes	(16,275)		(43,578)		(13,254)
Other	(169)		(476)		(163)
Total income tax (expense) benefit	$	(185,391)	$	(145,573)	$	130,069

Included within permanent differences in the 2022 rate reconciliation was approximately $7,700 of tax expense from stock option shortfalls, $13,700 of non-deductible scholarship expenses, and $4,200 of taxable income related to intercompany dividends, as well as $11,200 of expense for a change in estimate related to unrealized foreign currency exchange that is fully offset by a corresponding increase in the valuation allowance.

The reconciliations of the beginning and ending amount of unrecognized tax benefits were as follows:

For the years ended December 31,	2022		2021		2020
Beginning of the period	$	257,587	$	385,283	$	56,395
Additions for tax positions related to prior years	38,029		80,885		3,582
Decreases for tax positions related to prior years	(8,856)		(227,051)		—
Additions for tax positions related to current year	498		21,993		327,142
Decreases for unrecognized tax benefits as a result of a lapse in the statute of limitations	(2,329)		(3,523)		(1,836)
End of the period	$	284,929	$	257,587	$	385,283

Laureate records interest and penalties related to uncertain tax positions as a component of Income tax expense. During the years ended December 31, 2022, 2021 and 2020, Laureate recognized net interest and penalties related to income taxes of $6,828, $(6,479), and $(3,056), respectively. Laureate had $21,355 and $14,527 of accrued interest and penalties at December 31, 2022 and 2021, respectively. During the year ended December 31, 2022, the Company recognized approximately $32,500 of income tax reserves related to the application of the high-tax exception to global intangible low-taxed income. Approximately $143,665 of unrecognized tax benefits, if recognized, will affect the effective income tax rate. It is reasonably possible that Laureate’s unrecognized tax benefits may decrease within the next 12 months by up to approximately $4,448 as a result of the lapse of statutes of limitations and as a result of the final settlement and resolution of outstanding tax matters in various jurisdictions.

Laureate and various subsidiaries file income tax returns in the United States federal jurisdiction, and in various states and foreign jurisdictions. With few exceptions, Laureate is no longer subject to United States federal, state and local, or foreign income tax examinations by tax authorities for years before 2010. United States federal and state statutes are generally open back to 2018; however, the Internal Revenue Service (the IRS) has the ability to challenge 2005 through 2017 net operating loss carryforwards. Statutes of other major jurisdictions are open back to 2011 for Mexico, 2009 for Peru and 2016 for the Netherlands..

Other Matters

Inflation Reduction Act of 2022

On August 16, 2022, the U.S. enacted the Inflation Reduction Act of 2022, which implemented a 15% minimum tax on book income of certain large corporations, a 1% excise tax on stock repurchases and tax incentives to promote clean energy, among other provisions. The Company does not believe that this legislation will have a material impact on the financial statements and will continue to monitor regulatory developments to assess potential impacts to the Company.

OECD Proposals

The Organization for Economic Co-operation and Development (OECD) has proposed changes to numerous long-standing tax principles. These proposals, if finalized and adopted by the associated countries, will likely increase tax uncertainty, and may adversely affect our provision for income taxes. The Company will continue to monitor regulatory developments to assess potential impacts to the Company.

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Earnings (Loss) Per Share

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Earnings (Loss) Per Share

Earnings (Loss) Per Share Effective October 29, 2021, each share of the Company's Class A common stock and each share of the Company's Class B common stock automatically converted into one share of common stock of the Company. Following the conversion, the Company has only one class of common stock outstanding. Prior to that, our common stock had a dual class structure, consisting of Class A common stock and Class B common stock. Other than voting rights, the Class B common stock had the same rights as the Class A common stock and therefore both were treated as the same class of stock for purposes of the earnings per share calculation. Laureate computes basic earnings per share (EPS) by dividing income available to common shareholders by the weighted average number of common shares outstanding for the reporting period. Diluted EPS reflects the potential dilution that would occur if share-based compensation awards were exercised or converted into common stock. To calculate the diluted EPS, the basic weighted average number of shares is increased by the dilutive effect of stock options, restricted stock, restricted stock units, and other share-based compensation arrangements determined using the treasury stock method.

The following tables summarize the computations of basic and diluted earnings per share:

For the years ended December 31,	2022		2021		2020
Numerator used in basic and diluted earnings (loss) per common share for continuing operations:
Income (loss) from continuing operations	$	60,718	$	(283,080)	$	(320,598)
Net loss (income) attributable to noncontrolling interests	595		(11,839)		17
Income (loss) from continuing operations attributable to Laureate Education, Inc.	61,313		(294,919)		(320,581)
Accretion of redemption value of redeemable noncontrolling interests and equity	—		(88)		149
Net income (loss) from continuing operations available to common stockholders for basic and diluted earnings per share	61,313		(295,007)		(320,432)
Numerator used in basic and diluted earnings (loss) per common share for discontinued operations:
Income (loss) from discontinued operations, net of tax	8,260		486,865		(298,104)
Loss attributable to noncontrolling interests	—		500		5,354
Net income (loss) from discontinued operations for basic and diluted earnings per share	$	8,260	$	487,365	$	(292,750)
Denominator used in basic and diluted earnings (loss) per common share:
Basic weighted average shares outstanding	167,670		189,692		209,710
Effect of dilutive stock options	310		—		—
Effect of dilutive restricted stock units	288		—		—
Diluted weighted average shares outstanding	168,268		189,692		209,710
Basic earnings (loss) per share:
Income (loss) from continuing operations	$	0.37	$	(1.56)	$	(1.53)
Income (loss) from discontinued operations	0.05		2.57		(1.40)
Basic earnings (loss) per share	$	0.42	$	1.01	$	(2.93)
Diluted earnings (loss) per share:
Income (loss) from continuing operations	$	0.36	$	(1.56)	$	(1.53)
Income (loss) from discontinued operations	0.05		2.57		(1.40)
Diluted earnings (loss) per share	$	0.41	$	1.01	$	(2.93)

The following table summarizes the number of stock options, shares of restricted stock and restricted stock units (RSUs) that were excluded from the diluted EPS calculations because the effect would have been antidilutive:

For the years ended December 31,	2022	2021	2020
Stock options	40	2,953	4,040
Restricted stock and RSUs	237	899	1,021

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Related Party Transactions

12 Months Ended

Dec. 31, 2022

Related Party Transactions [Abstract]

Related Party Transactions

Related Party Transactions

Payment of Peruvian Capital Gains Tax

As discussed further in Note 17, Legal and Regulatory Matters, holders who sell, exchange or otherwise dispose of Company shares may be subject to a Peruvian nonresident capital gains tax (the Peruvian Tax). During the fourth quarter of 2021, certain investors in Wengen elected to have their interests in Wengen redeemed in exchange for delivery by Wengen to such investors of the number of shares of Company common stock corresponding to the Wengen interests so redeemed. As a result of this transfer, Wengen paid Peruvian Tax of approximately PEN 95,062 (approximately $23,800 at the date of payment). For administrative convenience, Wengen advanced to Laureate the amount needed to pay the Peruvian Tax and Laureate paid the Peruvian Tax on Wengen's behalf.

Sterling Capital Partners (Sterling)

As discussed in Note 5, Dispositions, at the time of the transaction related to the sale of our former Costa Rica operations, the buyer of our Costa Rica operations was controlled by certain affiliates of Sterling, an entity that previously had the right to designate a director to the Laureate Board of Directors pursuant to a securityholders agreement.

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Benefit Plans

12 Months Ended

Dec. 31, 2022

Retirement Benefits [Abstract]

Benefit Plans

Benefit Plans

Domestic Defined Contribution Retirement Plan

Laureate sponsors a defined contribution retirement plan in the United States under section 401(k) of the Internal Revenue Code. The plan offers employees a traditional “pre-tax” 401(k) option and an “after-tax” Roth 401(k) option, providing the employees with choices and flexibility for their retirement savings. All employees are eligible to participate in the plan after meeting certain service requirements. Participants may contribute up to a maximum of 80% of their annual compensation and 100% of their annual cash bonus, as defined and subject to certain annual limitations. Laureate may, at its discretion, make matching contributions that are allocated to eligible participants. The matching on the “after-tax” Roth contributions is the same as the matching on the traditional “pre-tax” contributions. Laureate made discretionary contributions in cash to this plan of $287, $4,138, and $4,636 for the years ended December 31, 2022, 2021 and 2020, respectively.

Laureate Education, Inc. Deferred Compensation Plan

Laureate maintained a deferred compensation plan that provided certain executive employees and members of our Board of Directors with the opportunity to defer their salaries, bonuses, and Board of Directors retainers and fees in order to accumulate funds for retirement on a pre-tax basis. Participants were 100% vested in their respective deferrals and the earnings thereon. Laureate did not make contributions to the plan or guarantee returns on the investments. Although plan investments and participant deferrals were kept in a separate trust account, the assets remained Laureate’s property and were subject to claims of general creditors. The plan assets were recorded at fair value with the earnings (losses) on those assets recorded in Other income (expense). The plan liabilities were recorded at the contractual value, with the changes in value recorded in operating expenses.

During the first quarter of 2021, the Company’s Board of Directors approved the termination of this deferred compensation plan, with such termination effective April 1, 2021. The plan participants received a distribution payout of their account balances in April 2022 and therefore there were no plan assets or liabilities remaining as of December 31, 2022. As of December 31, 2021, plan assets included in Other assets in our Consolidated Balance Sheet were $1,924 and the plan liabilities reported in our Consolidated Balance Sheet were $5,104. The Company funded the difference between the assets and the liabilities with operating cash flows.

Supplemental Employment Retention Agreement (SERA)

In November 2007, Laureate established a SERA for one of its then-executive officers, under which this individual received an annual SERA payment of $1,500. The SERA provided annuity payments to the former executive over the course of his lifetime, and, following the former executive's death in 2018, an annual payment of $1,500 will be made to his spouse for the remainder of her life. The SERA is administered through a Rabbi Trust, and its assets are subject to the claims of creditors. At the inception of the plan, Laureate purchased annuities which provided funds for the SERA obligations until the former executive's death, at which point proceeds from corporate-owned life insurance policies were received and will be used to fund the future SERA obligations.

As of December 31, 2022 and 2021, the total SERA assets were $8,161 and $9,539, respectively, which were recorded on our Consolidated Balance Sheets in Restricted cash. As of December 31, 2022 and 2021, the total SERA liabilities recorded in our Consolidated Balance Sheets were $11,879 and $13,396, respectively, of which $1,500 each year was recorded in Accrued compensation and benefits, and $10,379 and $11,896, respectively, was recorded in Deferred compensation.

Mexico Profit-Sharing

The Fiscal Reform that was enacted in Mexico in December 2013 subjects Laureate's Mexico entities to corporate income tax and also requires them to comply with profit-sharing legislation, whereby 10% of the taxable income of Laureate's Mexican entities will be set aside as employee compensation.

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Legal and Regulatory Matters

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Legal and Regulatory Matters

Legal and Regulatory Matters

Laureate is subject to legal proceedings arising in the ordinary course of business. In management’s opinion, we have adequate legal defenses, insurance coverage, and/or accrued liabilities with respect to the eventuality of these actions. Management believes that any settlement would not have a material impact on Laureate's financial position, results of operations, or cash flows. Our institutions are subject to uncertain and varying laws and regulations, and any changes to these laws or regulations or their application to us may materially adversely affect our business, financial condition and results of operations.

Peruvian Nonresident Capital Gains Tax

Stockholders who sell, exchange, or otherwise dispose of Company shares may be subject to Peruvian tax at a rate of 30% on their gain realized in such transaction determined under certain Peruvian valuation rules regardless of whether the transaction is taxable for non-Peruvian purposes. In determining the amount of such gain subject to such tax, the gain is first multiplied by the percentage of the Company’s value that is represented by its Peruvian business determined under certain Peruvian valuation rules (the Peru Ratio). This tax applies if the value of stock determined under certain Peruvian valuation rules (calculated in PEN) transferred multiplied by the Peru Ratio exceeds approximately $48,000 applying the PEN/USD exchange rate of December 31, 2022 (the Threshold). The Threshold is calculated in PEN and changes with currency exchange rates. For purposes of determining whether the Threshold has been exceeded by any holder, all transfers made by such holder over any 12-month period are aggregated. For purposes of determining whether any tax is owed, the holder must have their basis “certified” by the Peruvian tax authorities in advance of such transaction. If the holder exceeds the Threshold and does not obtain a tax basis certificate before the transaction, the holder’s tax basis in the shares will be considered zero for Peruvian tax purposes.

In the event that a direct or indirect sale, exchange, or other disposition of Company shares occurs and any resulting Peruvian tax is not paid, the Company’s Peruvian subsidiaries may be jointly and severally liable for such tax. Joint and several liability may be imposed if during any of the 12 months preceding the transaction, inter alia, the transferor of Company shares held an indirect or direct interest of more than 10% of the Company’s outstanding shares. If such a transaction were to occur and the Peruvian tax authorities sought to collect the Peruvian capital gains taxes from the Company’s Peruvian subsidiaries that were not paid by such transferor, it could have a material adverse effect on our business, financial condition or results of operations.

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Other Financial Information

12 Months Ended

Dec. 31, 2022

Stockholders' Equity Note [Abstract]

Other Financial Information

Other Financial Information

Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss) (AOCI) in our Consolidated Balance Sheets includes the accumulated translation adjustments arising from translation of foreign subsidiaries’ financial statements, the unrealized gain on a derivative designated as an effective net investment hedge, and the accumulated net gains or losses that are not recognized as components of net periodic benefit cost for our minimum pension liability. The AOCI related to the net investment hedge will be deferred from earnings until the sale or liquidation of the hedged investee. Laureate reports changes in AOCI in our Consolidated Statements of Stockholders’ Equity. The components of these balances were as follows:

December 31,	2022						2021
	Laureate Education, Inc.		Noncontrolling Interests		Total		Laureate Education, Inc.		Noncontrolling Interests		Total
Foreign currency translation loss	$	(452,252)	$	959	$	(451,293)	$	(529,472)	$	946	$	(528,526)
Unrealized gains on derivatives	10,416		—		10,416		10,416		—		10,416
Minimum pension liability adjustment	(588)		—		(588)		(1,148)		—		(1,148)
Accumulated other comprehensive loss	$	(442,424)	$	959	$	(441,465)	$	(520,204)	$	946	$	(519,258)

Foreign Currency Exchange of Certain Intercompany Loans

Laureate periodically reviews its investment and cash repatriation strategies in order to meet our liquidity requirements in the United States. Laureate recognized currency exchange adjustments attributable to intercompany loans, that are not designated as indefinitely invested, of $(27,198), $27,292 and $21,171 as part of Foreign currency exchange (loss) gain, net, in the Consolidated Statements of Operations for the years ended December 31, 2022, 2021 and 2020, respectively.

Write Off of Accounts and Notes Receivable

During the years ended December 31, 2022, 2021 and 2020, Laureate wrote off approximately $25,500, $31,600 and $24,300, respectively, of fully reserved accounts and notes receivable that were deemed uncollectible.

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Supplemental Cash Flow Information

12 Months Ended

Dec. 31, 2022

Supplemental Cash Flow Elements [Abstract]

Supplemental Cash Flow Information

Supplemental Cash Flow Information

Cash interest payments, prior to interest income, for continuing operations and Discontinued Operations were $16,752, $63,153 and $120,640 for the years ended December 31, 2022, 2021 and 2020, respectively. Net cash payments for income taxes for continuing operations and Discontinued Operations were $153,761, $251,098 and $91,371 for the years ended December 31, 2022, 2021 and 2020, respectively.

Reconciliation of Cash and cash equivalents and Restricted cash

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Consolidated Balance Sheets, as well as the December 31, 2020 balance, to the amounts shown in the Consolidated Statements of Cash Flows:

For the year ended December 31,	2022		2021		2020
Cash and cash equivalents	$	85,167	$	324,801	$	750,147
Restricted cash	8,617		20,774		117,151
Total Cash and cash equivalents and Restricted cash shown in the Consolidated Statements of Cash Flows	$	93,784	$	345,575	$	867,298

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Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Basis of Presentation

The preparation of the Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States (GAAP) requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosure of contingent assets and liabilities. Actual results could differ from these estimates.

Principles of Consolidation

Principles of Consolidation

General

Our Consolidated Financial Statements include all accounts of Laureate and our majority-owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation.

Noncontrolling Interests

Noncontrolling InterestsA noncontrolling interest is the portion of a subsidiary that is not attributable to us either directly or indirectly. A noncontrolling interest can also be referred to as a minority interest. We recognize noncontrolling interest holders’ share of equity and net income or loss separately in Noncontrolling interests in the Consolidated Balance Sheets and Net loss (income) attributable to noncontrolling interests in the Consolidated Statements of Operations.

Foreign Currency Translation and Transaction Gains and Losses

Foreign Currency Translation and Transaction Gains and Losses

The United States Dollar (USD) is the reporting currency of Laureate. Our subsidiaries’ financial statements are maintained in their functional currencies. The functional currency of each of our foreign subsidiaries is the currency of the economic environment in which the subsidiary primarily does business. Our foreign subsidiaries’ financial statements are translated into USD using the exchange rates applicable to the dates of the financial statements. Assets and liabilities are translated into USD using the period-end spot foreign exchange rates. Income and expenses are translated at the weighted-average exchange rates in

effect during the period. Equity accounts are translated at historical exchange rates. The effects of these translation adjustments are reported as a component of Accumulated other comprehensive income (loss) included in the Consolidated Statements of Stockholders’ Equity.

In the past, Laureate has had certain intercompany loans that were deemed to have the characteristics of a long-term investment. That is, the settlement of the intercompany loan was not planned or anticipated in the foreseeable future. Transaction gains and losses related to these types of loans are recorded as a component of Accumulated other comprehensive income (loss) included in the Consolidated Statements of Stockholders’ Equity. Transaction gains and losses related to all other intercompany loans are included in Foreign currency exchange gain (loss), net in the Consolidated Statements of Operations.

For any transaction that is in a currency different from the entity’s functional currency, Laureate records a gain or loss based on the difference between the exchange rate at the transaction date and the exchange rate at the transaction settlement date (or rate at period end, if unsettled) as Foreign currency exchange gain (loss), net in the Consolidated Statements of Operations.

Cash and Cash Equivalents

Cash and Cash Equivalents

Laureate considers all highly liquid investments that are purchased with an original maturity of three months or less to be cash equivalents.

Restricted Cash

Restricted CashRestricted cash includes cash equivalents held as assets for a supplemental employment retention agreement for a former executive and, in 2021, cash equivalents held to collateralize letters of credit. In addition, Laureate may at times have restricted cash in escrow or otherwise have cash that is not available for use in current operations.

Financial Instruments

Financial Instruments

Laureate’s financial instruments consist of cash and cash equivalents, restricted cash, accounts and notes receivable, other receivables, accounts payable, debt, and operating and finance lease obligations. The fair value of these financial instruments approximates their carrying amounts reported in the Consolidated Balance Sheets, as discussed in Note 8, Debt.

Our cash accounts are maintained with high-quality financial institutions. Our accounts receivable are not concentrated with any one significant customer.

Accounts and Notes Receivable

Accounts and Notes ReceivableWe recognize student receivables when an academic session begins, although students generally enroll in courses prior to the start of the academic session. Receivables are recognized only to the extent that it is probable that we will collect substantially all of the consideration to which we are entitled in exchange for the goods and services that will be transferred to the student. Occasionally, certain of our institutions have sold certain student receivables to local financial institutions without recourse. These transactions were deemed sales of receivables and the receivables were derecognized from our Consolidated Balance Sheets.

Allowance for Doubtful Accounts

Allowance for Doubtful Accounts

Receivables are deemed to be uncollectible when they have been outstanding for two years, or earlier when collection efforts have ceased, at which time they are written off. Prior to that, Laureate records an allowance for doubtful accounts to reduce our receivables to their net realizable value. Our allowance estimation methodology is based on the age of the receivables, the status of past-due amounts, historical collection trends, current economic conditions and student enrollment status. In the event that current collection trends differ from historical trends, an adjustment is made to the allowance account and bad debt expense.

Property and Equipment, and Leased Assets

Property and Equipment, and Leased Assets

Property and equipment includes land, buildings, furniture, equipment, software, library books, leasehold improvements, and construction in-progress. We record property and equipment at cost less accumulated depreciation and amortization. Software that is developed for internal use is classified within the line item titled Furniture, equipment and software in our Consolidated Balance Sheets. Repairs and maintenance costs are expensed as incurred. Assets under construction are recorded in Construction in-progress until they are available for use. Interest is capitalized as a component of the cost of projects during the construction period.

We conduct a significant portion of our operations at leased facilities, including many of Laureate’s higher education facilities and other office locations. Laureate analyzes each lease agreement to determine whether it should be classified as a finance lease or an operating lease. For operating leases, right-of-use (ROU) assets and lease liabilities are recognized at the commencement date of the lease based on the estimated present value of lease payments over the lease term. For finance leases, we initially record the assets and lease liabilities at the present value of the future minimum lease payments. As most of the Company’s leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The significant assumption used in estimating the present value of the lease payments is the incremental borrowing rate.

Depreciation is recorded on a straight-line basis over the estimated useful lives of the assets. Leasehold improvements, including structural improvements, are amortized using the straight-line method over the lesser of the estimated useful life of the asset or the lease term, including reasonably assured renewals or purchase options that are considered likely to be exercised. Laureate includes the amortization of assets recorded under finance leases within depreciation expense. Assets under finance leases are typically amortized over the related lease term using the straight-line method. We recognize operating lease rent expense on a straight-line basis over the lease term.

Depreciation and amortization periods are as follows:

Buildings	10-50 years
Furniture, equipment and software	2-10 years
Leasehold improvements	2-25 years

Direct and Deferred Costs

Direct and Deferred Costs

Direct costs reported on the Consolidated Statements of Operations represent the cost of operations, including selling and administrative expenses, which are directly attributable to specific business units.

Deferred costs on the Consolidated Balance Sheets consist primarily of direct costs associated with costs to obtain a contract. As discussed in Note 3, Revenue, Laureate defers certain commissions and bonuses earned by third-party agents and our employees that are considered incremental and recoverable costs of obtaining a contract with a customer. These costs are amortized over the period of benefit which ranges from two to four years.

Debt Issuance Costs

Debt Issuance CostsDebt issuance costs were paid as a result of certain debt transactions and are presented as a deduction from debt. These debt issuance costs are amortized over the term of the associated debt instruments. The amortization expense is recognized as a component of Interest expense in the Consolidated Statements of Operations.

Goodwill

Goodwill

Goodwill primarily represents the amounts paid by Wengen Alberta, Limited Partnership (Wengen) in excess of the fair value of the net assets acquired in the August 2007 leveraged buyout transaction (LBO), plus the excess purchase price over fair value of net assets for businesses acquired after the LBO transaction.

Goodwill is evaluated annually as of October 1st each year for impairment at the reporting unit level, in accordance with ASC 350, “Intangibles - Goodwill and Other.” We also evaluate goodwill for impairment on an interim basis if events or changes in circumstances between annual tests indicate that the asset may be impaired. Goodwill is impaired when the carrying amount of a reporting unit’s goodwill exceeds its implied fair value. A reporting unit is defined as a component of an operating segment for which discrete financial information is available and regularly reviewed by management of the segment.

On January 1, 2020, the Company adopted Accounting Standards Update (ASU) No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment. This ASU requires entities to calculate goodwill impairment as the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill.

Under the updated guidance, the Company continues to have the option of first performing a qualitative goodwill impairment assessment (i.e., step zero) in order to determine if the quantitative impairment test is necessary. The requirement to perform a qualitative assessment for a reporting unit with a zero or negative carrying amount is eliminated. Based on the qualitative assessment, if we determine that it is more likely than not that the fair value of the reporting unit is greater than its carrying amount, the quantitative impairment test is not required.

If we do not perform the qualitative assessment for a reporting unit or determine that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, a quantitative fair value-based test is performed. We estimate the fair value of each reporting unit, and, if the carrying amount of the reporting unit is less than the reporting unit’s estimated fair value, then there is no goodwill impairment. If the carrying amount of the reporting unit exceeds its estimated fair value, then goodwill is impaired and the difference between the reporting unit's carrying amount and its fair value is recognized as a loss on impairment of assets in the Consolidated Statements of Operations. We completed our annual impairment testing, and no impairments of goodwill were identified.

Our valuation approach to estimate the fair value of a reporting unit has historically utilized a weighted combination of a discounted cash flow analysis and a market multiples analysis. The discounted cash flow analysis relies on historical data and internal estimates, which are developed as a part of our long-range plan process, and includes an estimate of terminal value based on these expected cash flows using the generally accepted Gordon Dividend Growth formula, which derives a valuation using an assumed perpetual annuity based on the reporting unit’s residual cash flows. The discount rate is based on the generally accepted Weighted Average Cost of Capital methodology, and is derived using a cost of equity based on the generally accepted Capital Asset Pricing Model and a cost of debt based on the typical rate paid by market participants. The market multiples analysis utilizes multiples of business enterprise value to revenues, operating income and earnings before interest, taxes, depreciation and amortization of comparable publicly traded companies and multiples based on fair value transactions where public information is available. Significant assumptions used in estimating the fair value of each reporting unit include: (1) the revenue and profitability growth rates and (2) the discount rate.

Other Intangible Assets

Other Intangible Assets

Other intangible assets on the Consolidated Balance Sheets include acquired indefinite-lived tradenames, which are valued using the relief-from-royalty method. This method estimates the amount of royalty expense that we would expect to incur if the assets were licensed from a third party. We use publicly available information in determining certain assumptions to assist us in estimating fair value using market participant assumptions. Any costs incurred to internally develop new tradenames are expensed as incurred. Accreditations are not considered a separate unit of account and their values are embedded in the cash

flows generated by the institution, which are used to value its tradename. The Company does not believe accreditations have significant value on their own due to the fact that they are neither exclusive nor scarce, and the direct costs associated with obtaining accreditations are not material. Other intangible assets also included the Laureate tradename, which in 2020 was determined to no longer have an indefinite life and was fully amortized as of December 31, 2021.Indefinite-lived tradenames are evaluated annually as of October 1st each year for impairment as well as on an interim basis if events or changes in circumstances between annual tests indicate that the asset may be impaired. The impairment test for indefinite-lived intangible assets generally requires a new determination of the fair value of the intangible asset using the relief-from-royalty method. If the fair value of the intangible asset is less than its carrying value, the intangible asset is adjusted to its new estimated fair value, and an impairment loss is recognized. Significant assumptions used in estimating the fair value of indefinite-lived tradenames include: (1) the revenue growth rates; (2) the discount rates; and (3) the estimated royalty rates.

Long-lived Assets

Long-lived AssetsLong-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or group of assets may not be fully recoverable. These events or changes in circumstances may include, but are not limited to, a significant deterioration of operating results, a change in regulatory environment, changes in business plans, or adverse changes in anticipated future cash flows. If an impairment indicator is present, we evaluate recoverability by a comparison of the carrying amount of the assets to future undiscounted net cash flows expected to result from the use and eventual disposition of the assets. If the assets are determined to be impaired, the impairment recognized is the excess of the carrying amount over the fair value of the assets. Fair value is generally determined by the discounted cash flow method. The discount rate used in any estimate of discounted cash flows is the rate commensurate with a similar investment of similar risk.

Derivative Instruments

Derivative Instruments

In the normal course of business, our operations have exposure to fluctuations in foreign currency values and interest rate changes. Accordingly, Laureate may seek to mitigate a portion of these risks through a risk-management program that includes the use of derivative financial instruments (derivatives). In the past, Laureate has selectively entered into foreign exchange forward contracts to reduce the earnings impact related to receivables and payables that are denominated in foreign currencies. In addition, in certain cases Laureate has used interest rate swaps to mitigate certain risks associated with floating-rate debt arrangements. We do not engage in speculative or leveraged transactions, nor do we hold or issue derivatives for trading purposes. Laureate reports any derivatives on our Consolidated Balance Sheets at fair value, including any identified embedded derivatives. Realized and unrealized gains and/or losses resulting from derivatives are recognized in our Consolidated Statements of Operations, unless designated and effective as a hedge.

For derivatives that are both designated and effective as cash flow hedges, gains or losses associated with the change in fair value of the derivatives are recognized on our Consolidated Balance Sheets as a component of Accumulated other comprehensive income (loss) and amortized over the term of the related hedged items. For derivatives that are both designated and effective as net investment hedges, gains or losses associated with the change in fair value of the derivatives are recognized on our Consolidated Balance Sheets as a component of Accumulated other comprehensive income (loss).

In the normal course of business, our operations are exposed to fluctuations in foreign currency values and interest rate changes. We may seek to control a portion of these risks through a risk management program that includes the use of derivative instruments.

Historically, Laureate’s senior long-term debt arrangements were primarily in USD. Our ability to make debt payments was subject to fluctuations in the value of the USD against foreign currencies, since a majority of our operating cash used to make these payments was generated by subsidiaries with functional currencies other than USD. As part of our overall risk management policies, Laureate has at times entered into foreign currency swap contracts and floating-to-fixed interest rate swap contracts. In addition, we occasionally entered into foreign exchange forward contracts to reduce the impact of other non-functional currency-denominated receivables and payables. We do not enter into speculative or leveraged transactions, nor do we hold or issue derivatives for trading purposes. We generally intend to hold our derivatives until maturity.

Laureate reports all derivatives at fair value. These contracts are recognized as either assets or liabilities, depending upon the derivative’s fair value. Gains or losses associated with the change in the fair value of these swaps are recognized in our Consolidated Statements of Operations on a current basis over the term of the contracts, unless designated and effective as a hedge. For swaps that are designated and effective as cash flow hedges, gains or losses associated with the change in fair value of the swaps are recognized in our Consolidated Balance Sheets as a component of Accumulated Other Comprehensive Income (AOCI) and amortized into earnings as a component of Interest expense over the term of the related hedged items. Upon early termination of an effective interest rate swap designated as a cash flow hedge, unrealized gains or losses are deferred in our Consolidated Balance Sheets as a component of AOCI and are amortized as an adjustment to Interest expense over the period during which the hedged forecasted transaction affects earnings. For derivatives that are both designated and effective as net investment hedges, gains or losses associated with the change in fair value of the derivatives are recognized on our Consolidated Balance Sheets as a component of AOCI and are deferred from earnings until the sale or liquidation of the hedged investee.

Revenue Recognition

Revenue Recognition Our revenues primarily consist of tuition and educational service revenues. We also generate other revenues from student fees and other education-related activities. These other revenues are less material to our overall financial results and have a tendency to trend with tuition revenues. Revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. These revenues are recognized net of scholarships and other discounts, refunds and waivers.

Performance Obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of accounting in Topic 606. A contract’s transaction price is allocated to each performance obligation identified in the arrangement based on the relative standalone selling price of each distinct good or service in the contract and recognized as revenue when, or as, the performance obligation is satisfied. The primary method used to estimate standalone selling price is the adjusted market assessment approach, under which we evaluate the market and estimate the price that a customer would be willing to pay for the goods and services we provide.

Our performance obligations are primarily satisfied over time during the course of an academic semester or academic year. Laureate's transaction price is determined based on gross price, net of scholarships and other discounts, refunds and waivers. The majority of our revenue is derived from tuition and educational services agreements with students, and thus, is recognized over time on a weekly straight-line basis over each academic session. We view the knowledge gained by the student as the benefit which the student receives during the academic sessions. We use the output method to recognize tuition and educational services revenue as this method faithfully depicts our performance toward complete satisfaction of the performance obligation. Dormitory/residency revenues, which are included in the Other line item in the table above, are recognized over time throughout the occupancy period using the output method based on the proportional period of time elapsed which faithfully depicts our performance toward complete satisfaction of the performance obligation.

We have elected the optional exemption to not disclose amounts where the performance obligation is part of a contract that has an original expected duration of one year or less. We expect to recognize substantially all revenue on these remaining performance obligations over the next 12 months.

Contract Balances The timing of billings, cash collections and revenue recognition results in accounts receivable (contract assets) and deferred revenue and student deposits (contract liabilities) on the Consolidated Balance Sheets. We have various billing and academic cycles and recognize student receivables when an academic session begins, although students generally enroll in courses prior to the start of the academic session. Receivables are recognized only to the extent that it is probable that we will collect substantially all of the consideration to which we are entitled in exchange for the goods and services that will be transferred to the student. We receive advance payments or deposits from our students before revenue is recognized, which are recorded as contract liabilities in deferred revenue and student deposits. Payment terms vary by university with some universities requiring payment in advance of the academic session and other universities allowing students to pay in installments over the term of the academic session.

Advertising

AdvertisingLaureate expenses advertising costs as incurred.

Share-based Compensation

Share-based Compensation

Share-based compensation expense is based on the grant-date fair value estimated in accordance with the provisions of ASC 718, “Compensation – Stock Compensation.” Laureate recognizes share-based compensation expense, less estimated forfeitures, on a straight-line basis over the requisite service period for time-based awards and graded vesting basis for performance-based awards. Laureate estimates forfeitures based on historical activity, expected employee turnover, and other qualitative factors which are adjusted for changes in estimates and award vesting. All expenses for an award will be recognized by the time it becomes fully vested.

We use the Black-Scholes-Merton option pricing model to calculate the fair value of stock options. This option valuation model requires the use of subjective assumptions, including the estimated fair value of the underlying common stock, the expected stock price volatility, and the expected term of the option. Prior to the IPO, the estimated fair value of the underlying common stock was based on third-party valuations. After our IPO, the estimated fair value of the underlying common stock is based on the closing price of our common stock on the grant date. Because we have only been publicly traded since February 2017, our volatility estimates are based on an average of: (1) a peer group of companies and (2) Laureate's historical volatility. We estimate the expected term of awards to be the weighted average mid-point between the vesting date and the end of the contractual term. We use this method to estimate the expected term because we do not have sufficient historical exercise data.

During the years ended,December 31, 2022, 2021, and 2020, Laureate has granted restricted stock, restricted stock units, and performance awards for which the vesting is based on annual performance metrics of the Company. For interim periods, we use our year-to-date actual results, financial forecasts, and other available information to estimate the probability of the award vesting based on the performance metrics. The related compensation expense recognized is affected by our estimates of the vesting probability of these performance awards.

Income Taxes

Income Taxes

Laureate records the amount of taxes payable or refundable for the current year. Deferred income tax assets and liabilities are recorded with respect to temporary differences in the accounting treatment of items for GAAP financial reporting purposes and for income tax purposes. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period in which the new rate is enacted. Where, based on the weight of all available evidence, it is more likely than not that some portion of recorded deferred tax assets will not be realized, a valuation allowance is established for the amount that, in management's judgment, is sufficient to reduce the deferred tax asset to an amount that is more likely than not to be realized.

A tax position must meet a minimum probability threshold before a financial statement benefit is recognized. The minimum threshold is defined as a tax position that is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position and having full knowledge of all relevant information. This involves the use of significant estimates and assumptions by management with respect to the potential outcome of positions taken on tax returns that may be reviewed by tax authorities.

We earn substantially all of our income from subsidiaries located in countries outside the United States. Deferred tax liabilities have not been recognized for undistributed historical foreign earnings because management believes that the historical retained earnings will be indefinitely reinvested outside the United States under the Company's planned tax-neutral methods. Our assertion that earnings from our foreign operations will be indefinitely reinvested is supported by projected working capital and long-term capital plans in each foreign subsidiary location in which the earnings are generated. Additionally, we believe that we have the ability to indefinitely reinvest foreign earnings based on our domestic operation's cash repatriation strategies, projected cash flows, projected working capital and liquidity, and the expected availability of capital within the debt or equity markets. If our expectations change based on future developments, such that some or all of the undistributed earnings of our foreign subsidiaries may be remitted to the United States in the foreseeable future, we will be required to recognize deferred tax expense and liabilities on any amounts that we are unable to repatriate in a tax-free manner.

Contingencies

Contingencies

Laureate accrues for contingent obligations when it is probable that a liability has been incurred and the amount or range of amounts is reasonably estimable. As new facts become known to management, the assumptions related to a contingency are

reviewed and adjustments are made, as necessary. Any legal costs incurred related to contingencies are expensed as incurred.

Recently Issued Accounting Standards Not Yet Adopted and Adopted

Recently Adopted Accounting Standards

Accounting Standards Update (ASU) No. 2020-04 (ASU 2020-04), Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting

In March 2020, the Financial Accounting Standards Board (FASB) issued ASU 2020-04 which provides optional expedients for a limited period of time for accounting for contracts, hedging relationships, and other transactions affected by the London Interbank Offered Rate (LIBOR) or other reference rates expected to be discontinued. Specifically, to the extent the Company's debt and other agreements are modified to replace LIBOR with another interest rate index, ASU 2020-04 will permit the Company to account for the modification as a continuation of the existing contract without additional analysis. These optional expedients can be applied from March 2020 through December 31, 2022 on a prospective basis. In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, to extend the period the optional expedients can be applied from December 31, 2022 to December 31, 2024. During the fourth quarter of 2022, the Company adopted the optional relief guidance provided under ASU 2020-04 in connection with the amendment of our revolving credit facility. The amendment was done in response to the planned phase out of LIBOR and the only contractual change was to update the reference rate from LIBOR to the Secured Overnight Financing Rate (SOFR). See Note 8, Debt, for further discussion. There was no material impact to our consolidated financial statements during the year ended December 31, 2022 as a result of adoption of this standard.

Business and Geographic Segment Information

Laureate’s educational services are offered through two reportable segments: Mexico and Peru. Laureate determines its segments based on information utilized by the chief operating decision maker to allocate resources and assess performance.

Our segments generate revenues by providing an education that emphasizes profession-oriented fields of study with undergraduate and graduate degrees in a wide range of disciplines. Our educational offerings utilize campus-based, online and hybrid (a combination of online and in-classroom) courses and programs to deliver their curriculum. The Mexico and Peru markets are characterized by what we believe is a significant imbalance between supply and demand. The demand for higher education is large and growing and is fueled by several demographic and economic factors, including a growing middle class, global growth in services and technology-related industries and recognition of the significant personal and economic benefits gained by graduates of higher education institutions. The target demographics are primarily 18- to 24-year-olds in the countries in which we compete. We compete with other private higher education institutions on the basis of price, educational quality, reputation and location. We believe that we compare favorably with competitors because of our focus on quality, professional-oriented curriculum and the competitive advantages provided by our network. There are a number of private and public institutions in both of the countries in which we operate, and it is difficult to predict how the markets will evolve and how many competitors there will be in the future. We expect competition to increase as the Mexican and Peruvian markets mature. Essentially all of our revenues were generated from private pay sources as there are no material government-sponsored loan programs in Mexico or Peru. Specifics related to both of our reportable segments are discussed below.

In Mexico, the private sector plays a meaningful role in higher education, bridging supply and demand imbalances created by a lack of capacity at public universities. Laureate owns two nationally licensed institutions and is present throughout the country with a footprint of over 35 campuses. Students in our Mexican institutions typically finance their own education.

In Peru, private universities are increasingly providing the capacity to meet growing demand in the higher-education market. Laureate owns three institutions in Peru.

As discussed in Note 1, Description of Business, and Note 4, Discontinued Operations and Assets Held for Sale, in prior periods, a number of our subsidiaries met the requirements to be classified as Discontinued Operations and were subsequently sold. As a result, the Discontinued Operations have been excluded from the segment information for all periods presented.

Inter-segment transactions are accounted for in a similar manner as third-party transactions and are eliminated in consolidation. The Corporate amounts presented in the following tables include corporate charges that were not allocated to our reportable segments and adjustments to eliminate inter-segment items.

We evaluate segment performance based on Adjusted EBITDA, which is a non-GAAP performance measure defined as Income (loss) from continuing operations before income taxes and equity in net income of affiliates, adding back the following items: Gain (loss) on disposals of subsidiaries, net, Foreign currency exchange (loss) gain, net, Other income (expense), net, Loss on derivatives, net, Loss on debt extinguishment, Interest expense, Interest income, Depreciation and amortization expense, Loss on impairment of assets, Share-based compensation expense and expenses related to our Excellence-in-Process (EiP) initiative. Our EiP initiative was completed as of December 31, 2021, except for certain EiP expenses related to the run out of programs that began in prior periods. EiP was an enterprise-wide initiative to optimize and standardize Laureate’s processes, creating vertical integration of procurement, information technology, finance, accounting and human resources. It included the establishment of regional shared services organizations (SSOs), as well as improvements to the Company's system of internal controls over financial reporting. The EiP initiative also included other back- and mid-office areas, as well as certain student-facing activities, expenses associated with streamlining the organizational structure, an enterprise-wide program aimed at revenue growth, and certain non-recurring costs incurred in connection with the dispositions that are described in Note 5, Dispositions.

Adjusted EBITDA is a key measure used by our management and Board of Directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short- and long-term operational plans. In particular, the exclusion of certain expenses in calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons of our core business. Additionally, Adjusted EBITDA is a key financial measure used by the compensation committee of our Board of Directors and our Chief Executive Officer in connection with the payment of incentive compensation to our executive officers and other members of our management team. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and Board of Directors. We use total assets as the measure of assets for reportable segments.

Goodwill and Other Intangible Assets

We perform annual impairment tests of our non-amortizable intangible assets, which consist of goodwill and indefinite-lived tradenames, in the fourth quarter of each year. The impairment charges discussed below were recorded to reduce the assets' carrying values to fair value.

For the purposes of our annual impairment testing of the Company's goodwill, fair value measurements are determined primarily using the income approach, based largely on inputs that are not observable to active markets, which would be deemed “Level 3” fair value measurements. Level 3 inputs are defined as unobservable inputs that are supported by little or no market activity. These inputs include our expectations about future revenue growth and profitability, marginal income tax rates by jurisdiction, and the discount rate. Where a market approach is used, the inputs also include publicly available data about our competitors' financial ratios and transactions.

For purposes of our annual impairment testing of the Company’s indefinite-lived tradenames, fair value measurements were determined using the income approach, based largely on inputs that are not observable to active markets, which would be deemed “Level 3” fair value measurements as defined above. These inputs include our expectations about future revenue growth, marginal income tax rates by jurisdiction, the discount rate and the estimated royalty rate. We use publicly available

information and proprietary third-party arm’s length agreements that Laureate has entered into with various licensors in determining certain assumptions to assist us in estimating fair value using market participant assumptions.

Leases

Laureate conducts a significant portion of its operations at leased facilities, including many of Laureate's higher education facilities and other office locations. Laureate analyzes each lease agreement to determine whether it should be classified as a finance lease or an operating lease.

Finance Leases

Our finance lease agreements are for property and equipment. The lease assets are included within buildings as well as furniture, equipment and software and the related lease liability is included within debt and finance leases on the consolidated balance sheets.

Operating Leases

Our operating lease agreements are primarily for real estate space and are included within operating lease ROU assets and operating lease liabilities on the Consolidated Balance Sheets. The terms of our operating leases vary and generally contain renewal options. Certain of these operating leases provide for increasing rent over the term of the lease. Laureate also leases certain equipment under noncancellable operating leases, which are typically for terms of 60 months or less.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. As discussed in Note 2, Significant Accounting Policies, ROU assets and lease liabilities are recognized at the commencement date of the lease based on the estimated present value of lease payments over the lease term. Our variable lease payments consist of non-lease services related to the lease. Variable lease payments are excluded from the ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. Many of our lessee agreements include options to extend the lease, which we do not include in our minimum lease terms unless they are reasonably certain to be exercised. On occasion, Laureate has entered into sublease agreements for certain leased office space; however, the sublease income from these agreements is immaterial.

Earnings (Loss) Per Share

Laureate computes basic earnings per share (EPS) by dividing income available to common shareholders by the weighted average number of common shares outstanding for the reporting period. Diluted EPS reflects the potential dilution that would occur if share-based compensation awards were exercised or converted into common stock. To calculate the diluted EPS, the basic weighted average number of shares is increased by the dilutive effect of stock options, restricted stock, restricted stock units, and other share-based compensation arrangements determined using the treasury stock method.

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Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Schedule of Balances of the Allowance for Doubtful Accounts

The reconciliations of the beginning and ending balances of the Allowance for doubtful accounts were as follows:

For the years ended December 31,	2022		2021		2020
Balance at beginning of period	$	62,226	$	76,694	$	60,465
Additions: charges to bad debt expense	21,972		21,302		44,707
Deductions (a)	(22,316)		(35,770)		(28,478)
Balance at end of period	$	61,882	$	62,226	$	76,694

(a) Deductions include accounts receivable written off against the allowance (net of recoveries) and foreign currency translation.

Schedule of Depreciation And Amortization Periods

Depreciation and amortization periods are as follows:

Buildings	10-50 years
Furniture, equipment and software	2-10 years
Leasehold improvements	2-25 years

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Revenue (Tables)

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

Schedule of Revenue By Segment

The following table shows the components of Revenues by reportable segment and as a percentage of total net revenue for the years ended December 31, 2022, 2021 and 2020:

	Mexico		Peru		Corporate(1)		Total
2022
Tuition and educational services	$	778,066	$	613,379	$	—	$	1,391,445	112	%
Other	112,294		58,087		4,091		174,472		14	%
Gross revenue	890,360		671,466		4,091		1,565,917		126	%
Less: Discounts / waivers / scholarships	(276,418)		(47,228)		—		(323,646)		(26)	%
Total	$	613,942	$	624,238	$	4,091	$	1,242,271	100	%
2021
Tuition and educational services	$	679,430	$	526,987	$	—	$	1,206,417	111	%
Other	92,719		48,363		9,216		150,298		14	%
Gross revenue	772,149		575,350		9,216		1,356,715		125	%
Less: Discounts / waivers / scholarships	(231,720)		(38,294)		—		(270,014)		(25)	%
Total	$	540,429	$	537,056	$	9,216	$	1,086,701	100	%
2020
Tuition and educational services	$	634,956	$	482,977	$	—	$	1,117,933	109	%
Other	81,764		41,869		7,432		131,065		13	%
Gross revenue	716,720		524,846		7,432		1,248,998		122	%
Less: Discounts / waivers / scholarships	(182,113)		(41,968)		—		(224,081)		(22)	%
Total	$	534,607	$	482,878	$	7,432	$	1,024,917	100	%

(1) Includes the elimination of inter-segment revenues.

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Discontinued Operations and Assets Held for Sale (Tables)

12 Months Ended

Dec. 31, 2022

Discontinued Operations and Disposal Groups [Abstract]

Summary of Major Classes of Assets and Liabilities Reclassified to Held for Sale

Summarized operating results and cash flows of the Discontinued Operations are presented in the following table:

For the years ended December 31,	2022		2021		2020
Revenues	$	—	$	542,979	$	1,674,602
Depreciation and amortization expense	—		—		(60,378)
Share-based compensation expense	—		(1,277)		(3,050)
Other direct costs	—		(433,127)		(1,313,258)
Loss on impairment of assets	—		(1,268)		(438,258)
Other non-operating expense	—		(22,288)		(68,553)
Gain on sale of discontinued operations before taxes, net	7,752		636,172		25,048
Pretax income (loss) of discontinued operations	7,752		721,191		(183,847)
Income tax benefit (expense)	508		(234,326)		(114,257)
Income (loss) from discontinued operations, net of tax	$	8,260	$	486,865	$	(298,104)
Operating cash flows of discontinued operations	$	—	$	39,544	$	288,271
Investing cash flows of discontinued operations	$	—	$	(11,161)	$	(48,428)
Financing cash flows of discontinued operations	$	—	$	(18,054)	$	(969)

The carrying amounts of the major classes of assets and liabilities that were classified as held for sale as of December 31, 2021 are presented in the following table:

	December 31, 2022		December 31, 2021
Assets of Discontinued Operations
Operating lease assets	$	—	$	6,164
Total assets held for sale	$	—	$	6,164

Liabilities of Discontinued Operations
Operating leases, including current portion	$	—	$	10,849
Total liabilities held for sale	$	—	$	10,849

Disposal Groups, Including Discontinued Operations, Schedule of Asset Impairment

As a result of the impairment test, the Company determined that the carrying value of the Chile asset group exceeded its fair value by approximately $418,000 and recorded an impairment charge in that amount during the second quarter of 2020, as follows:

Goodwill and tradenames	$	238,400
Land and buildings	80,600
Other long-lived assets	36,500
Operating lease right-of-use assets, net	62,500
Total Chile impairment	$	418,000

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Business and Geographic Segment Information (Tables)

12 Months Ended

Dec. 31, 2022

Segment Reporting [Abstract]

Schedule of Segment Financial Information

The following tables provide financial information for our reportable segments, including a reconciliation of Adjusted EBITDA to Income (loss) from continuing operations before income taxes and equity in net income of affiliates, as reported in the Consolidated Statements of Operations, for the years ended December 31, 2022, 2021 and 2020:

	Mexico		Peru		Corporate		Total
2022
Revenues	$	613,942	$	624,238	$	4,091	$	1,242,271
Depreciation and amortization expense	31,369		23,953		3,810		59,132
Loss on impairment of assets	144		—		—		144
Total assets	1,220,630		536,141		215,466		1,972,237
Expenditures for long-lived assets	36,045		16,777		246		53,068
2021
Revenues	$	540,429	$	537,056	$	9,216	$	1,086,701
Depreciation and amortization expense	29,461		24,196		47,574		101,231
Loss on impairment of assets	9,319		—		63,169		72,488
Total assets	1,251,791		598,862		360,657		2,211,310
Expenditures for long-lived assets	23,121		19,029		2,895		45,045
2020
Revenues	$	534,607	$	482,878	$	7,432	$	1,024,917
Depreciation and amortization expense	29,032		26,962		27,139		83,133
Loss on impairment of assets	989		—		350,982		351,971
Expenditures for long-lived assets	13,377		18,505		8,376		40,258

In order to reconcile to total consolidated assets as of December 31, 2022 and 2021 in the table above, assets held for sale related to Discontinued Operations of $0 and $6,164, respectively, are included in the Corporate amounts.

For the years ended December 31,	2022		2021		2020
Adjusted EBITDA of reportable segments:
Mexico	$	123,368	$	95,812	$	112,917
Peru	266,660		245,677		189,488
Total Adjusted EBITDA of reportable segments	390,028		341,489		302,405
Reconciling items:
Corporate	(51,151)		(88,102)		(96,708)
Depreciation and amortization expense	(59,132)		(101,231)		(83,133)
Loss on impairment of assets	(144)		(72,488)		(351,971)
Share-based compensation expense	(8,776)		(8,895)		(10,248)
EiP expenses	(813)		(75,420)		(89,647)
Operating income (loss)	270,012		(4,647)		(329,302)
Interest income	7,567		4,378		2,169
Interest expense	(16,418)		(46,275)		(100,894)
Loss on debt extinguishment	—		(77,940)		(610)
Loss on derivatives, net	—		(24,517)		(25,980)
Other income (expense), net	770		(1,695)		(2,420)
Foreign currency exchange (loss) gain, net	(17,444)		13,791		13,474
Gain (loss) on disposals of subsidiaries, net	1,364		(602)		(7,276)
Income (loss) from continuing operations before income taxes and equity in net income of affiliates	$	245,851	$	(137,507)	$	(450,839)

Schedule of Revenue From Customers By Geographical Area

Revenues from customers by geographic area, primarily generated by students enrolled at institutions in those areas, were as follows:

For the years ended December 31,	2022		2021		2020
External Revenues(1)
Mexico	$	613,623	$	539,549	$	532,530
Peru	624,167		537,056		482,819
United States	4,481		10,096		9,509
Other foreign countries	—		—		59
Consolidated total	$	1,242,271	$	1,086,701	$	1,024,917

(1) Excludes intercompany revenues and therefore does not agree to the table above

Schedule of Long-Lived Assets By Geographic Areas

Long-lived assets are composed of Property and equipment, net. Laureate’s long-lived assets by geographic area were as follows:

December 31,	2022		2021
Long-lived assets
Mexico	$	225,346	$	206,745
Peru	289,482		281,057
United States	8,579		11,715
Consolidated total	$	523,407	$	499,517

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Goodwill and Other Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of Change In The Net Carrying Amount of Goodwill

The change in the net carrying amount of Goodwill from December 31, 2020 through December 31, 2022 was composed of the following items:

	Mexico		Peru		Total
Balance at December 31, 2020	$	500,250	$	74,582	$	574,832
Currency translation adjustments	(21,027)		(7,010)		(28,037)
Balance at December 31, 2021	$	479,223	$	67,572	$	546,795
Currency translation adjustments	33,767		2,931		36,698
Balance at December 31, 2022	$	512,990	$	70,503	$	583,493

Summary of Identifiable Intangible Assets

The following table summarizes our identifiable intangible assets as of December 31, 2022:

	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted Average Amortization Period (Yrs)
Tradenames
Finite-lived tradename	$	30,652	$	(30,652)	$	—	—
Indefinite-lived tradenames	151,645		—		151,645		—
Total tradenames	182,297		(30,652)		151,645
Other intangible assets
Student rosters	20,455		(20,455)		—		—
Other	1,720		(1,720)		—		—
Total	$	204,472	$	(52,827)	$	151,645

The following table summarizes our identifiable intangible assets as of December 31, 2021:

	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted Average Amortization Period (Yrs)
Tradenames
Finite-lived tradename	$	30,652	$	(30,652)	$	—	—
Indefinite-lived tradenames	142,848		—		142,848		—
Total tradenames	173,500		(30,652)		142,848
Other intangible assets
Student rosters	19,231		(19,231)		—		—
Other	1,616		(1,616)		—		—
Total	$	194,347	$	(51,499)	$	142,848

Schedule of Asset Impairment Charges

The following table summarizes the Loss on impairment of assets:

For the years ended December 31,	2022		2021		2020
Impairments of Goodwill	$	—	$	—	$	—
Impairments of Tradenames	—		51,437		320,000
Impairments of long-lived assets and deferred costs	144		21,051		31,971
Total	$	144	$	72,488	$	351,971

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Debt (Tables)

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Schedule of Long-Term Debt Outstanding

Outstanding long-term debt was as follows:

	December 31, 2022		December 31, 2021
Senior long-term debt:
Senior Secured Credit Facility (stated maturity date October 2024)	$	100,000	$	—
Other debt:
Lines of credit	13,778		10,131
Notes payable and other debt	72,209		102,003
Total senior and other debt	185,987		112,134
Finance lease obligations and sale-leaseback financings	48,186		45,124
Total long-term debt and finance leases	234,173		157,258
Less: total unamortized deferred financing costs	2,060		3,588
Less: current portion of long-term debt and finance leases	56,184		49,082
Long-term debt and finance leases, less current portion	$	175,929	$	104,588

Schedule of Aggregate Maturities of Debt

As of December 31, 2022, aggregate annual maturities of the senior and other debt, excluding finance lease obligations and sale-leaseback financings, were as follows:

Years Ended December 31,	Senior and Other Debt
2023	$	50,010
2024	131,355
2025	4,622
2026	—
2027	—
Thereafter	—
Total senior and other debt	$	185,987

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Leases (Tables)

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Assets and Liabilities

Supplemental balance sheet information related to leases as of December 31, 2022 and 2021 was as follows:

Leases	Classification	2022		2021
Assets:
Operating	Operating lease right-of-use assets, net	$	389,565	$	384,344
Finance	Buildings, Furniture, equipment and software, net	41,049		39,756
Total leased assets		$	430,614	$	424,100
Liabilities:
Current
Operating	Current portion of operating leases	38,994		38,149
Finance	Current portion of long-term debt and finance leases	6,173		5,258
Non-current
Operating	Long-term operating leases, less current portion	376,898		377,104
Finance	Long-term debt and finance leases, less current portion	42,013		39,866
Total lease liabilities		$	464,078	$	460,377

Lease Term and Discount Rate	2022		2021		2020
Weighted average remaining lease terms
Operating leases	9.4 years		9.4 years		9.9 years
Finance leases	14.6 years		14.9 years		14.5 years
Weighted average discount rate
Operating leases	9.40	%	8.90	%	9.20	%
Finance leases	9.90	%	9.60	%	9.50	%

Lease, Cost

The components of lease cost for the years ended December 31, 2022, 2021 and 2020 were as follows:

Lease Cost	Classification	2022		2021		2020
Operating lease cost	Direct costs	$	58,701	$	70,256	$	68,488
Finance lease cost
Amortization of leased assets	Direct costs	6,821		6,732		4,484
Interest on leased assets	Interest expense	3,990		4,092		2,750
Short-term lease costs	Direct costs	1,055		73		1,121
Variable lease costs	Direct costs	9,806		5,575		(877)
Sublease income	Revenues	(425)		(187)		(890)
Total lease cost		$	79,948	$	86,541	$	75,076

Supplemental cash flow information related to leases for the years ended December 31, 2022, 2021 and 2020 was as follows:

Other Information	2022		2021		2020
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows used for operating leases	$	56,540	$	75,164	$	69,881
Operating cash flows used for finance leases	$	3,990	$	4,107	$	2,750
Financing cash flows used for finance leases	$	5,136	$	4,874	$	2,736
Leased assets obtained for new finance lease liabilities	$	5,226	$	1,997	$	27,757
Leased assets obtained for new operating lease liabilities	$	12,677	$	7,674	$	13,565

Maturities of Lease Liabilities

As of December 31, 2022, maturities of lease liabilities were as follows:

Maturity of Lease Liability	Operating Leases		Finance Leases
Year 1	$	83,560	$	10,623
Year 2	80,458		8,125
Year 3	79,659		6,649
Year 4	79,319		4,847
Year 5	68,779		3,878
Thereafter	251,258		80,402
Total lease payments	$	643,033	$	114,524
Less: interest and inflation	(227,141)		(66,338)
Present value of lease liabilities	$	415,892	$	48,186

Maturities of Lease Liabilities

As of December 31, 2022, maturities of lease liabilities were as follows:

Maturity of Lease Liability	Operating Leases		Finance Leases
Year 1	$	83,560	$	10,623
Year 2	80,458		8,125
Year 3	79,659		6,649
Year 4	79,319		4,847
Year 5	68,779		3,878
Thereafter	251,258		80,402
Total lease payments	$	643,033	$	114,524
Less: interest and inflation	(227,141)		(66,338)
Present value of lease liabilities	$	415,892	$	48,186

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Share-based Compensation and Equity (Tables)

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Summary of Share-Based Compensation Expense

Share-based compensation expense was as follows:

For the years ended December 31,	2022		2021		2020
Continuing operations
Stock options, net of estimated forfeitures	$	—	$	468	$	1,291
Restricted stock awards	8,776		8,427		8,957
Total continuing operations	$	8,776	$	8,895	$	10,248
Discontinued operations
Share-based compensation expense for discontinued operations	—		1,277		3,050
Total continuing and discontinued operations	$	8,776	$	10,172	$	13,298

Summary of Stock Options Activity

The following tables summarize the stock option activity and the assumptions used to record the related share-based compensation expense for the years ended December 31, 2022, 2021 and 2020:

	2022					2021					2020
	Options	Weighted Average Exercise Price		Aggregate Intrinsic Value		Options	Weighted Average Exercise Price		Aggregate Intrinsic Value		Options	Weighted Average Exercise Price		Aggregate Intrinsic Value
Outstanding at January 1	2,163	$	9.89	$	6,098	3,428	$	17.85	$	159	5,388	$	18.18	$	3,396
Granted	—	—				—	—				—	—
Exercised	(1,510)	9.43		4,080		(583)	12.25		883		(860)	17.60		2,353
Forfeited or expired	(94)	23.17				(682)	20.14				(1,100)	19.66
Outstanding at December 31	559	7.00		1,461		2,163	9.89		6,098		3,428	17.85		159
Exercisable at December 31	559	7.00		1,461		2,163	9.89		6,098		3,292	17.97		159
Vested and expected to vest	559	7.00		1,461		2,163	9.89		6,098		3,426	17.85		159

Summary of Stock Option Plans, By Exercise Price Range

	Options Outstanding		Options Exercisable		Assumption Range*
Exercise Prices	Number of Shares	Weighted Average Remaining Contractual Terms (Years)	Number of Shares	Weighted Average Remaining Contractual Terms (Years)	Risk-Free Interest Rate	Expected Terms in Years	Expected Volatility
Year Ended December 31, 2022
$4.87 - $8.79	559	3.64	559	3.64	1.45% - 3.05%	3.20 - 7.12	36.40% - 58.84%
Year Ended December 31, 2021
$6.38 - $7.96	414	5.98	414	5.98	2.68% - 3.05%	5.54 -5.91	38.29% - 57.25%
$8.79 - $10.30	1,655	1.53	1,655	1.53	1.45% - 2.34%	3.20 - 7.12	35.20% - 58.84%
$15.27 - $24.33	94	0.44	94	0.44	0.76% - 2.35%	4.16 - 6.52	39.38% - 53.80%
Year Ended December 31, 2020
$13.97 - $15.55	748	6.84	625	6.58	1.99% - 3.05%	3.25 - 5.91	38.29% - 64.18%
$16.38 - $17.89	2,247	2.72	2,235	2.68	1.38% - 2.34%	3.20 - 7.12	35.20% - 58.84%
$21.00	146	0.70	146	0.70	1.81%	4.00	57.79%
$22.88 - $31.92	287	0.76	287	0.76	0.73% - 2.86%	4.00 - 6.52	39.03% - 53.80%

* The expected dividend yield is zero for all options in all years.

Summary of Non-Vested Restricted Stock And Restricted Stock Units Activity

The following table summarizes the non-vested restricted stock and restricted stock units activity for the years ended December 31, 2022, 2021 and 2020:

	2022			2021			2020
	Shares	Weighted Average Grant Date Fair Value		Shares	Weighted Average Grant Date Fair Value		Shares	Weighted Average Grant Date Fair Value
Non-vested at January 1	691	$	14.82	1,000	$	15.81	1,251	$	14.69
Granted	685	12.15		818	13.98		969	15.80
Vested	(698)	14.05		(822)	15.01		(861)	14.11
Forfeited	(18)	12.37		(305)	15.32		(359)	15.95
Non-vested at December 31	660	12.92		691	14.82		1,000	15.81

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Derivative Instruments (Tables)

12 Months Ended

Dec. 31, 2022

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Components of The Reported Gain (Loss) on Derivatives Not Designated As Hedging Instruments

Components of the reported Gain (loss) on derivatives not designated as hedging instruments in the Consolidated Statements of Operations were as follows:

For the years ended December 31,	2022		2021		2020
Cross currency and interest rate swaps
Unrealized gain (loss)	$	—	$	25,824	$	(25,354)
Realized loss	—		(50,341)		(626)
Loss on derivatives, net	$	—	$	(24,517)	$	(25,980)

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of Components of The Income Tax (Expense) Benefit

Significant components of the Income tax (expense) benefit on earnings from continuing operations were as follows:

For the years ended December 31,	2022		2021		2020
Current:
United States	$	(33,097)	$	(48,523)	$	6,391
Foreign	(152,931)		(148,437)		(72,660)
State	(273)		—		—
Total current	(186,301)		(196,960)		(66,269)
Deferred:
United States	4,663		87,310		124,718
Foreign	(3,794)		(10,347)		25,612
State	41		(25,576)		46,008
Total deferred	910		51,387		196,338
Total income tax (expense) benefit	$	(185,391)	$	(145,573)	$	130,069

Schedule of Components of Deferred Tax Assets And Liabilities

Significant components of deferred tax assets and liabilities arising from continuing operations were as follows:

December 31,	2022		2021
Deferred tax assets:
Net operating loss and tax credits carryforwards	$	256,047	$	246,405
Operating leases	132,648		135,365
Depreciation	50,444		45,702
Interest	26,711		25,029
Deferred compensation	13,767		23,219
Deferred revenue	9,942		11,432
Nondeductible reserves	7,342		9,470
Allowance for doubtful accounts	6,781		8,437
Total deferred tax assets	503,682		505,059
Deferred tax liabilities:
Operating leases	123,430		122,728
Investment in subsidiaries	77,055		74,310
Amortization of intangible assets	45,635		41,776
Deferred gain on Walden	452		14,652
Unrealized gain	3,212		2,559
Total deferred tax liabilities	249,784		256,025
Net deferred tax assets	253,898		249,034
Valuation allowance for deferred tax assets	(291,722)		(283,945)
Net deferred tax liabilities	$	(37,824)	$	(34,911)

Summary of Valuation Allowance

The reconciliations of the beginning and ending balances of the valuation allowance on deferred tax assets were as follows:

For the years ended December 31,	2022		2021		2020
Balance at beginning of period	$	283,945	$	320,858	$	324,119
Additions (deductions) from tax expense from continuing operations	7,972		9,115		(19,879)
Charges to other accounts
Additions	—		—		16,618
Deductions	(195)		(46,028)		—
Balance at end of period	$	291,722	$	283,945	$	320,858

Schedule of Effective Income Tax Rate Reconciliation

The reconciliations of the reported Income tax (expense) benefit to the amount that would result by applying the United States federal statutory tax rate of 21% to income from continuing operations before income taxes were as follows:

For the years ended December 31,	2022		2021		2020
Tax (expense) benefit at the United States statutory rate	$	(51,628)	$	28,877	$	94,676
Permanent differences	(38,228)		(8,217)		(24,184)
Global intangible low taxed income	—		(30,616)		70,965
Netherlands intellectual property restructuring	—		(53,643)		(32,425)
State income tax benefit (expense), net of federal tax effect	669		(36,782)		36,343
Tax effect of foreign income taxed at higher rate	(40,579)		(16,665)		(5,534)
Change in valuation allowance	(11,241)		17,642		3,241
Effect of tax contingencies	(37,151)		(12,573)		2,706
Tax credits	9,211		10,458		(2,302)
Withholding taxes	(16,275)		(43,578)		(13,254)
Other	(169)		(476)		(163)
Total income tax (expense) benefit	$	(185,391)	$	(145,573)	$	130,069

Schedule of Beginning And Ending Amount of Unrecognized Tax Benefits

The reconciliations of the beginning and ending amount of unrecognized tax benefits were as follows:

For the years ended December 31,	2022		2021		2020
Beginning of the period	$	257,587	$	385,283	$	56,395
Additions for tax positions related to prior years	38,029		80,885		3,582
Decreases for tax positions related to prior years	(8,856)		(227,051)		—
Additions for tax positions related to current year	498		21,993		327,142
Decreases for unrecognized tax benefits as a result of a lapse in the statute of limitations	(2,329)		(3,523)		(1,836)
End of the period	$	284,929	$	257,587	$	385,283

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Earnings (Loss) Per Share (Tables)

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic And Diluted

The following tables summarize the computations of basic and diluted earnings per share:

For the years ended December 31,	2022		2021		2020
Numerator used in basic and diluted earnings (loss) per common share for continuing operations:
Income (loss) from continuing operations	$	60,718	$	(283,080)	$	(320,598)
Net loss (income) attributable to noncontrolling interests	595		(11,839)		17
Income (loss) from continuing operations attributable to Laureate Education, Inc.	61,313		(294,919)		(320,581)
Accretion of redemption value of redeemable noncontrolling interests and equity	—		(88)		149
Net income (loss) from continuing operations available to common stockholders for basic and diluted earnings per share	61,313		(295,007)		(320,432)
Numerator used in basic and diluted earnings (loss) per common share for discontinued operations:
Income (loss) from discontinued operations, net of tax	8,260		486,865		(298,104)
Loss attributable to noncontrolling interests	—		500		5,354
Net income (loss) from discontinued operations for basic and diluted earnings per share	$	8,260	$	487,365	$	(292,750)
Denominator used in basic and diluted earnings (loss) per common share:
Basic weighted average shares outstanding	167,670		189,692		209,710
Effect of dilutive stock options	310		—		—
Effect of dilutive restricted stock units	288		—		—
Diluted weighted average shares outstanding	168,268		189,692		209,710
Basic earnings (loss) per share:
Income (loss) from continuing operations	$	0.37	$	(1.56)	$	(1.53)
Income (loss) from discontinued operations	0.05		2.57		(1.40)
Basic earnings (loss) per share	$	0.42	$	1.01	$	(2.93)
Diluted earnings (loss) per share:
Income (loss) from continuing operations	$	0.36	$	(1.56)	$	(1.53)
Income (loss) from discontinued operations	0.05		2.57		(1.40)
Diluted earnings (loss) per share	$	0.41	$	1.01	$	(2.93)

Schedule of Antidilutive Securities Excluded From Computation of Earnings Per Share

The following table summarizes the number of stock options, shares of restricted stock and restricted stock units (RSUs) that were excluded from the diluted EPS calculations because the effect would have been antidilutive:

For the years ended December 31,	2022	2021	2020
Stock options	40	2,953	4,040
Restricted stock and RSUs	237	899	1,021

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Other Financial Information (Tables)

12 Months Ended

Dec. 31, 2022

Stockholders' Equity Note [Abstract]

Summary of Other Comprehensive Income (loss) Included In Balance Sheet

The components of these balances were as follows:

December 31,	2022						2021
	Laureate Education, Inc.		Noncontrolling Interests		Total		Laureate Education, Inc.		Noncontrolling Interests		Total
Foreign currency translation loss	$	(452,252)	$	959	$	(451,293)	$	(529,472)	$	946	$	(528,526)
Unrealized gains on derivatives	10,416		—		10,416		10,416		—		10,416
Minimum pension liability adjustment	(588)		—		(588)		(1,148)		—		(1,148)
Accumulated other comprehensive loss	$	(442,424)	$	959	$	(441,465)	$	(520,204)	$	946	$	(519,258)

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Supplemental Cash Flow Information (Tables)

12 Months Ended

Dec. 31, 2022

Supplemental Cash Flow Elements [Abstract]

Schedule of Cash, Cash Equivalents and Restricted Cash

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Consolidated Balance Sheets, as well as the December 31, 2020 balance, to the amounts shown in the Consolidated Statements of Cash Flows:

For the year ended December 31,	2022		2021		2020
Cash and cash equivalents	$	85,167	$	324,801	$	750,147
Restricted cash	8,617		20,774		117,151
Total Cash and cash equivalents and Restricted cash shown in the Consolidated Statements of Cash Flows	$	93,784	$	345,575	$	867,298

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Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Receivables deemed uncollectible, period	2 years
Unamortized balances of deferred financing costs	$ 2,060	$ 3,588
Advertising costs	$ 61,871	53,629	$ 45,318
Minimum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Contract cost, amortization period	2 years
Maximum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Contract cost, amortization period	4 years
Commission and Bonuses
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Capitalized contract cost, net	$ 3,855	$ 2,678

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Significant Accounting Policies - Schedule of Balances of Allowance for Doubtful Accounts (Details) - Allowance for Doubtful Accounts - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at beginning of period	$ 62,226	$ 76,694	$ 60,465
Additions: charges to bad debt expense	21,972	21,302	44,707
Deductions	(22,316)	(35,770)	(28,478)
Balance at end of period	$ 61,882	$ 62,226	$ 76,694

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Significant Accounting Policies - Schedule of Depreciation and Amortization Periods (Details)	12 Months Ended
	Dec. 31, 2022
Buildings | Minimum
Property, Plant and Equipment [Line Items]
Depreciation and amortization periods	10 years
Buildings | Maximum
Property, Plant and Equipment [Line Items]
Depreciation and amortization periods	50 years
Furniture, equipment and software | Minimum
Property, Plant and Equipment [Line Items]
Depreciation and amortization periods	2 years
Furniture, equipment and software | Maximum
Property, Plant and Equipment [Line Items]
Depreciation and amortization periods	10 years
Leasehold improvements | Minimum
Property, Plant and Equipment [Line Items]
Depreciation and amortization periods	2 years
Leasehold improvements | Maximum
Property, Plant and Equipment [Line Items]
Depreciation and amortization periods	25 years

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Revenue - Schedule of Revenue by Segment (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Revenue	$ 1,242,271	$ 1,086,701	$ 1,024,917
Percent of net revenues	100.00%	100.00%	100.00%
Tuition and educational services
Disaggregation of Revenue [Line Items]
Revenue	$ 1,391,445	$ 1,206,417	$ 1,117,933
Percent of net revenues	112.00%	111.00%	109.00%
Other
Disaggregation of Revenue [Line Items]
Revenue	$ 174,472	$ 150,298	$ 131,065
Percent of net revenues	14.00%	14.00%	13.00%
Gross revenue
Disaggregation of Revenue [Line Items]
Revenue	$ 1,565,917	$ 1,356,715	$ 1,248,998
Percent of net revenues	126.00%	125.00%	122.00%
Less: Discounts / waivers / scholarships
Disaggregation of Revenue [Line Items]
Revenue	$ 323,646	$ 270,014	$ 224,081
Percent of net revenues	(26.00%)	(25.00%)	(22.00%)
Operating Segments | Mexico
Disaggregation of Revenue [Line Items]
Revenue	$ 613,942	$ 540,429	$ 534,607
Operating Segments | Mexico | Tuition and educational services
Disaggregation of Revenue [Line Items]
Revenue	778,066	679,430	634,956
Operating Segments | Mexico | Other
Disaggregation of Revenue [Line Items]
Revenue	112,294	92,719	81,764
Operating Segments | Mexico | Gross revenue
Disaggregation of Revenue [Line Items]
Revenue	890,360	772,149	716,720
Operating Segments | Mexico | Less: Discounts / waivers / scholarships
Disaggregation of Revenue [Line Items]
Revenue	276,418	231,720	182,113
Operating Segments | Peru
Disaggregation of Revenue [Line Items]
Revenue	624,238	537,056	482,878
Operating Segments | Peru | Tuition and educational services
Disaggregation of Revenue [Line Items]
Revenue	613,379	526,987	482,977
Operating Segments | Peru | Other
Disaggregation of Revenue [Line Items]
Revenue	58,087	48,363	41,869
Operating Segments | Peru | Gross revenue
Disaggregation of Revenue [Line Items]
Revenue	671,466	575,350	524,846
Operating Segments | Peru | Less: Discounts / waivers / scholarships
Disaggregation of Revenue [Line Items]
Revenue	47,228	38,294	41,968
Corporate
Disaggregation of Revenue [Line Items]
Revenue	4,091	9,216	7,432
Corporate | Tuition and educational services
Disaggregation of Revenue [Line Items]
Revenue	0	0	0
Corporate | Other
Disaggregation of Revenue [Line Items]
Revenue	4,091	9,216	7,432
Corporate | Gross revenue
Disaggregation of Revenue [Line Items]
Revenue	4,091	9,216	7,432
Corporate | Less: Discounts / waivers / scholarships
Disaggregation of Revenue [Line Items]
Revenue	$ 0	$ 0	$ 0

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Revenue - Revenue Performance Obligations (Details)	Dec. 31, 2022
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, expected timing of satisfaction	12 months

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Revenue - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Accounts and notes receivable	$ 133,105	$ 117,987
Deferred revenue and student deposits, current	51,264	43,959
Capitalized contract cost	8,800	5,800
Capitalized contract cost, accumulated amortization	4,900	3,100
Amortization of capitalized costs	$ 1,700	$ 1,400
Minimum
Disaggregation of Revenue [Line Items]
Contract cost, amortization period	2 years
Maximum
Disaggregation of Revenue [Line Items]
Contract cost, amortization period	4 years
Commission and Bonuses
Disaggregation of Revenue [Line Items]
Remaining performance obligations recognition period	one year or less
Incremental Cost of Obtaining a Contract With Students
Disaggregation of Revenue [Line Items]
Remaining performance obligations recognition period	one year or less

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Discontinued Operations and Assets Held for Sale - Summarized Operating Results of the Discontinued Operations (Details) - Discontinued Operations, Held-for-sale or Disposed of by Sale - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Revenues	$ 0	$ 542,979	$ 1,674,602
Costs and Expenses [Abstract]
Depreciation and amortization expense	0	0	(60,378)
Share-based compensation expense	0	(1,277)	(3,050)
Other direct costs	0	(433,127)	(1,313,258)
Loss on impairment of assets	0	(1,268)	(438,258)
Other non-operating expense	0	(22,288)	(68,553)
Gain on sale of discontinued operations before taxes, net	7,752	636,172	25,048
Pretax income (loss) of discontinued operations	7,752	721,191	(183,847)
Income tax benefit (expense)	508	(234,326)	(114,257)
Income (loss) from discontinued operations, net of tax	8,260	486,865	(298,104)
Operating cash flows of discontinued operations	0	39,544	288,271
Investing cash flows of discontinued operations	0	(11,161)	(48,428)
Financing cash flows of discontinued operations	$ 0	$ (18,054)	$ (969)

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Discontinued Operations and Assets Held for Sale - Loss on Impairment of Assets and Pending Discontinued Operations (Details) - USD ($) $ in Thousands	3 Months Ended							12 Months Ended
	Dec. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Total Chile impairment								$ 144	$ 73,756	$ 790,229
Gain on transfer of assets and liabilities of discontinued operations held-for-sale	$ 4,300
Honduras
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Total Chile impairment		$ 10,000	$ 10,000
Brazil
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Impairments of goodwill					$ 15,000	$ 190,000
Peru | Chile
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Accumulated foreign currency translation gain (losses)			$ 293,000
Total Chile impairment							$ 418,000
Rede Internacional de Universidades Laureate Ltda. | Discontinued Operations, Held-for-sale or Disposed of by Sale | Brazil | Anima
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain (loss) on sale of disposal group				$ (32,400)

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Discontinued Operations and Assets Held for Sale - Schedule of Asset Impairments (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Jun. 30, 2020	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Total Chile impairment		$ 144	$ 73,756	$ 790,229
Chile | Peru
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Total Chile impairment	$ 418,000
Chile | Peru | Goodwill and tradenames
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Goodwill and tradenames	238,400
Chile | Peru | Land and buildings
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Tangible asset impairment charges	80,600
Chile | Peru | Other long-lived assets
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Tangible asset impairment charges	36,500
Chile | Peru | Operating lease right-of-use assets, net
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Operating Lease, Impairment Loss	$ 62,500

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Discontinued Operations and Assets Held for Sale - Schedule of Carrying Amounts of the Major Classes of Assets and Liabilities Classified as Held For Sale (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Disposal Group, Including Discontinued Operation, Assets [Abstract]
Total assets held for sale	$ 0	$ 6,164
Disposal Group, Including Discontinued Operation, Liabilities [Abstract]
Total liabilities held for sale	0	10,849
Discontinued Operations, Held-for-sale
Disposal Group, Including Discontinued Operation, Assets [Abstract]
Operating lease assets	0	6,164
Disposal Group, Including Discontinued Operation, Liabilities [Abstract]
Operating leases, including current portion	$ 0	$ 10,849

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Dispositions (Details) $ in Thousands										1 Months Ended					3 Months Ended						12 Months Ended
	Aug. 23, 2022 USD ($)	Sep. 10, 2021 USD ($)	Aug. 12, 2021 USD ($)	May 28, 2021 USD ($)	Sep. 29, 2020 USD ($)	Sep. 11, 2020 USD ($)	Mar. 06, 2020 USD ($)	Feb. 28, 2020 campus	Jan. 10, 2020 USD ($)	Apr. 30, 2021 USD ($)	Apr. 30, 2021 HKD ($)	Oct. 31, 2020 USD ($)	Jan. 31, 2020 USD ($)	Aug. 31, 2019 USD ($)	Sep. 30, 2022 USD ($)	Dec. 31, 2021 USD ($)	Sep. 30, 2021 USD ($)	Jun. 30, 2021 USD ($)	Jun. 30, 2020 USD ($)	Sep. 30, 2019 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Sep. 14, 2022 USD ($)	Mar. 08, 2021 USD ($)	Nov. 03, 2020 USD ($)	Oct. 01, 2020 USD ($)	Dec. 31, 2019 USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Contingent consideration recognized																$ 6,500,000
Amount receivable, noncurrent																								$ 71,700,000
Total Chile impairment																					$ (144,000)	$ (73,756,000)	$ (790,229,000)
Gain (loss) on disposals of subsidiaries, net																					1,364,000	(602,000)	(7,276,000)
Cash and cash equivalents and restricted cash at end of period																345,575,000					93,784,000	345,575,000	867,298,000					$ 97,817,000
Chile | Peru
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Total Chile impairment																			$ (418,000,000)
Accumulated foreign currency translation gain (losses)																		$ (293,000,000)
Honduras
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Total Chile impairment																	$ (10,000,000)	$ (10,000,000)
LEI Lie Ying Limited | Disposal Group, Disposed of by Sale, Not Discontinued Operations
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain (loss) on disposition of business																					13,600,000
Net proceeds from divestiture										$ 21,650,000	$ 168,284
ANZ Target Companies and Their Subsidiaries
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain (loss) on disposition of business																					555,800,000
Net proceeds from dispositions																					624,200,000
Fundacion Educacion y Cultura | Discontinued Operations, Disposed of by Sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Net proceeds from divestiture						$ 195,300,000
Amount receivable, noncurrent						$ 21,500,000
Quarterly consideration receivable period						1 year
Cash and cash equivalents						$ 288,000,000
Gain (loss) on disposals of subsidiaries, net						$ (338,200,000)
Turkey Operations | Discontinued Operations, Disposed of by Sale | TURKEY
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Consideration received from dispositions														$ 15,000,000
Net proceeds from divestiture												$ 11,436,000
Receivable agreement period														1 year
Campus Guadalajara Norte Sale | Discontinued Operations, Disposed of by Sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Consideration received from dispositions																										$ 13,900,000
Gain (loss) on disposition of business																							5,800,000
Net proceeds from divestiture																							$ 7,000,000
Fundacion Nasser | Discontinued Operations, Disposed of by Sale | Chile
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from collection of notes receivable		$ 21,500,000
Fundacion Nasser | Discontinued Operations, Disposed of by Sale | Honduras
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Consideration received from dispositions																									$ 24,000,000
Additional consideration paid held in escrow																									$ 2,000,000
Percentage of escrow funds released after 18 months																									50.00%
Percentage of escrow funds released after 24 months																									25.00%
Percentage of escrow funds released after 36 months																									25.00%
Gain (loss) on disposition of business																					(1,700,000)
Disposal Group, Including Discontinued Operation, Partial Release Of Consideration Paid Held In Escrow															$ 1,000,000
Anima | Discontinued Operations, Disposed of by Sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain (loss) on disposition of business																						33,000,000
Net proceeds from divestiture				$ 625,000,000
Indebtedness assumed by buyer				$ 121,000,000
Walden e-Learning, LLC | Discontinued Operations, Disposed of by Sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain (loss) on disposition of business			$ 619,400,000
Net proceeds from dispositions			1,403,500,000
Amount receivable, noncurrent			74,000,000
Restricted cash held in escrow, released			83,600,000
Estimated tax expense			278,000,000
Proceeds from collection of notes receivable	$ 71,700,000
Walden e-Learning, LLC | Discontinued Operations, Disposed of by Sale | Asset Pledged as Collateral
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Amount receivable, noncurrent			$ 74,000,000
Exeter Street Holdings, LLC | NewSchool of Architecture and Design, LLC | Discontinued Operations, Disposed of by Sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Consideration received from dispositions							$ 1
Gain (loss) on disposition of business																						(5,900,000)
Percent of ownership sold							100.00%
Consideration, subsidies							$ 7,300,000
Consideration receivable							$ 2,800,000
Quarterly consideration receivable period							4 years
Settlement of consideration receivable																					625,000
INTI Education Holdings Sdn Bhd | Malaysia
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Taxes withheld					$ 4,200,000
Education Holding Cost Rica, S.R.L. | Costa Rica Operations | Discontinued Operations, Disposed of by Sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Consideration received from dispositions									$ 15,000,000
Gain (loss) on disposition of business													$ (18,600,000)
Net proceeds from dispositions																			$ 1,800,000
Total Chile impairment																				$ 25,000,000
Education Holding Cost Rica, S.R.L. | Costa Rica Operations | Discontinued Operations, Disposed of by Sale | Certain Performance Metrics
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Consideration received from dispositions									$ 7,000,000
Contingent consideration, performance metrics period									2 years
Amounts of material contingent liabilities remaining									$ 30,000,000
Affiliated Entity | INTI Education Holdings Sdn Bhd | Malaysia
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Consideration received from dispositions					140,000,000																						$ 13,700,000
Gain (loss) on disposition of business																					$ 47,900,000
Cash and cash equivalents					19,500,000
Deposit liability					5,000,000
Number of campuses | campus								5
Disposal group, not discontinued operation, percent of ownership disposed of								10.10%
Receipt from sales, net of cash sold and property and equipment					$ 116,300,000
Taxes withheld																$ 420,000						$ 420,000

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Business and Geographic Segment Information - Additional Information (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) educationalInstitution segment campus	Dec. 31, 2021 USD ($)
Segment Reporting Information [Line Items]
Number of operating segments (segment) | segment	2
Assets | $	$ 1,972,237	$ 2,211,310
Mexico
Segment Reporting Information [Line Items]
Number of postsecondary educational institutions (educational institution) | educationalInstitution	2
Number of campuses | campus	35
Peru
Segment Reporting Information [Line Items]
Number of postsecondary educational institutions (educational institution) | educationalInstitution	3
Discontinued Operations, Held-for-sale
Segment Reporting Information [Line Items]
Assets | $	$ 0	$ 6,164

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Business and Geographic Segment Information - Schedule of Segment Financial Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Segment Reporting Information [Line Items]
Revenues	$ 1,242,271	$ 1,086,701	$ 1,024,917
Adjusted EBITDA	390,028	341,489	302,405
Total Chile impairment	144	73,756	790,229
Total assets	1,972,237	2,211,310
Reconciling items:
Loss on impairment of assets	(144)	(73,756)	(790,229)
Share-based compensation expense	(8,776)	(10,172)	(13,298)
Operating income (loss)	270,012	(4,647)	(329,302)
Interest income	7,567	4,378	2,169
Interest expense	(16,418)	(46,275)	(100,894)
Loss on debt extinguishment	0	(77,940)	(610)
Loss on derivatives, net	0	24,517	25,980
Other income (expense), net	770	(1,695)	(2,420)
Foreign currency exchange (loss) gain, net	(17,444)	13,791	13,474
Gain (loss) on disposals of subsidiaries, net	1,364	(602)	(7,276)
Income (loss) from continuing operations before income taxes and equity in net income of affiliates	245,851	(137,507)	(450,839)
Operating Segments
Segment Reporting Information [Line Items]
Revenues	1,242,271	1,086,701	1,024,917
Depreciation and amortization expense	59,132	101,231	83,133
Total Chile impairment	144	72,488	351,971
Total assets	1,972,237	2,211,310
Expenditures for long-lived assets	53,068	45,045	40,258
Reconciling items:
Depreciation and amortization expense	(59,132)	(101,231)	(83,133)
Loss on impairment of assets	(144)	(72,488)	(351,971)
Corporate
Segment Reporting Information [Line Items]
Revenues	4,091	9,216	7,432
Depreciation and amortization expense	3,810	47,574	27,139
Total Chile impairment	0	63,169	350,982
Total assets	215,466	360,657
Expenditures for long-lived assets	246	2,895	8,376
Reconciling items:
Corporate	(51,151)	(88,102)	(96,708)
Depreciation and amortization expense	(3,810)	(47,574)	(27,139)
Loss on impairment of assets	0	(63,169)	(350,982)
Reconciling items
Segment Reporting Information [Line Items]
Depreciation and amortization expense	59,132	101,231	83,133
Total Chile impairment	144	72,488	351,971
Reconciling items:
Depreciation and amortization expense	(59,132)	(101,231)	(83,133)
Loss on impairment of assets	(144)	(72,488)	(351,971)
Share-based compensation expense	(8,776)	(8,895)	(10,248)
EiP expenses	(813)	(75,420)	(89,647)
Operating income (loss)	270,012	(4,647)	(329,302)
Interest income	7,567	4,378	2,169
Interest expense	(16,418)	(46,275)	(100,894)
Loss on debt extinguishment	0	(77,940)	(610)
Loss on derivatives, net	0	(24,517)	(25,980)
Other income (expense), net	770	(1,695)	(2,420)
Foreign currency exchange (loss) gain, net	(17,444)	13,791	13,474
Gain (loss) on disposals of subsidiaries, net	1,364	(602)	(7,276)
Mexico | Operating Segments
Segment Reporting Information [Line Items]
Revenues	613,942	540,429	534,607
Adjusted EBITDA	123,368	95,812	112,917
Depreciation and amortization expense	31,369	29,461	29,032
Total Chile impairment	144	9,319	989
Total assets	1,220,630	1,251,791
Expenditures for long-lived assets	36,045	23,121	13,377
Reconciling items:
Depreciation and amortization expense	(31,369)	(29,461)	(29,032)
Loss on impairment of assets	(144)	(9,319)	(989)
Peru | Operating Segments
Segment Reporting Information [Line Items]
Revenues	624,238	537,056	482,878
Adjusted EBITDA	266,660	245,677	189,488
Depreciation and amortization expense	23,953	24,196	26,962
Total Chile impairment	0	0	0
Total assets	536,141	598,862
Expenditures for long-lived assets	16,777	19,029	18,505
Reconciling items:
Depreciation and amortization expense	(23,953)	(24,196)	(26,962)
Loss on impairment of assets	$ 0	$ 0	$ 0

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Business and Geographic Segment Information - Schedule of Revenue from Customers by Geographical Area (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Segment Reporting Information [Line Items]
Revenues	$ 1,242,271	$ 1,086,701	$ 1,024,917
Mexico
Segment Reporting Information [Line Items]
Revenues	613,623	539,549	532,530
Peru
Segment Reporting Information [Line Items]
Revenues	624,167	537,056	482,819
United States
Segment Reporting Information [Line Items]
Revenues	4,481	10,096	9,509
Other foreign countries
Segment Reporting Information [Line Items]
Revenues	$ 0	$ 0	$ 59

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Business and Geographic Segment Information - Schedule of Long-lived Assets by Geographic Areas (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Segment Reporting Information [Line Items]
Long-lived assets	$ 523,407	$ 499,517
Mexico
Segment Reporting Information [Line Items]
Long-lived assets	225,346	206,745
Peru
Segment Reporting Information [Line Items]
Long-lived assets	289,482	281,057
United States
Segment Reporting Information [Line Items]
Long-lived assets	$ 8,579	$ 11,715

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Goodwill and Other Intangible Assets - Summary of Change in the Net Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Goodwill [Roll Forward]
Balance, beginning of period	$ 546,795	$ 574,832
Currency translation adjustments	36,698	(28,037)
Balance, end of period	583,493	546,795
Mexico
Goodwill [Roll Forward]
Balance, beginning of period	479,223	500,250
Currency translation adjustments	33,767	(21,027)
Balance, end of period	512,990	479,223
Andean Segment
Goodwill [Roll Forward]
Balance, beginning of period	67,572	74,582
Currency translation adjustments	2,931	(7,010)
Balance, end of period	$ 70,503	$ 67,572

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Goodwill and Other Intangible Assets - Additional Information (Details) - USD ($)	3 Months Ended			12 Months Ended
	Mar. 31, 2021	Sep. 30, 2020	Jun. 30, 2020	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Amortization expense for intangible assets				$ 0	$ 23,069,000	$ 7,583,000
Software and Software Development Costs | Corporate Segment
Finite-Lived Intangible Assets [Line Items]
Other assets, fair value			$ 0
Tangible asset impairment charges			23,800,000
Software and Software Development Costs | Brazil Segment
Finite-Lived Intangible Assets [Line Items]
Tangible asset impairment charges			$ 3,300,000
Tradenames
Finite-Lived Intangible Assets [Line Items]
Impairment of intangible assets, finite-lived	$ 51,400,000	$ 320,000,000

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Goodwill and Other Intangible Assets - Summary of Identifiable Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets, Net [Abstract]
Accumulated Amortization	$ (52,827)	$ (51,499)
Tradenames, net	151,645	142,848
Gross Carrying Amount	204,472	194,347
Net Carrying Amount	151,645	142,848
Trade Names
Finite-Lived Intangible Assets, Net [Abstract]
Gross Carrying Amount	30,652
Accumulated Amortization	(30,652)
Total		0
Student rosters
Finite-Lived Intangible Assets, Net [Abstract]
Gross Carrying Amount	20,455	19,231
Accumulated Amortization	(20,455)	(19,231)
Total	0	0
Other
Finite-Lived Intangible Assets, Net [Abstract]
Gross Carrying Amount	1,720	1,616
Accumulated Amortization	(1,720)	(1,616)
Total	0	0
Trade Names
Finite-Lived Intangible Assets, Net [Abstract]
Accumulated Amortization	(30,652)	(30,652)
Gross Carrying Amount	182,297
Net Carrying Amount	151,645
Trade Names
Finite-Lived Intangible Assets, Net [Abstract]
Gross Carrying Amount		30,652
Accumulated Amortization		(30,652)
Tradenames, net	$ 151,645	142,848
Total		0
Gross Carrying Amount		173,500
Net Carrying Amount		$ 142,848

XML

Goodwill and Other Intangible Assets - Schedule of Asset Impairment Charges (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Goodwill [Line Items]
Total Chile impairment	$ 144	$ 73,756	$ 790,229
Impairment of Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income, Extensible Enumeration Not Disclosed Flag			impairment charge
Continuing operations
Goodwill [Line Items]
Impairments of Goodwill	0	0	$ 0
Impairments of Tradenames	0	51,437	320,000
Impairments of long-lived assets and deferred costs	144	21,051	31,971
Total Chile impairment	$ 144	$ 72,488	$ 351,971

XML

Debt - Schedule of Long-term Debt Outstanding (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Finance lease obligations and sale-leaseback financings	$ 48,186	$ 45,124
Total long-term debt and finance leases	234,173	157,258
Less: total unamortized deferred financing costs	2,060	3,588
Less: current portion of long-term debt and finance leases	56,184	49,082
Long-term debt and finance leases, less current portion	175,929	104,588
Lines of credit
Debt Instrument [Line Items]
Total senior and other debt	13,778	10,131
Notes payable and other debt
Debt Instrument [Line Items]
Total senior and other debt	72,209	102,003
Senior and Other Debt
Debt Instrument [Line Items]
Total senior and other debt	185,987	112,134
Secured Credit Facility | Senior Secured Credit Facility
Debt Instrument [Line Items]
Total senior and other debt	$ 100,000	$ 0

XML

Debt - Schedule of Aggregate Annual Maturities of Debt (Details) - Senior and Other Debt $ in Thousands	Dec. 31, 2022 USD ($)
Debt Instrument [Line Items]
2023	$ 50,010
2024	131,355
2025	4,622
2026	0
2027	0
Thereafter	0
Total	$ 185,987

XML

Debt - Narrative (Details)		12 Months Ended
	Oct. 07, 2019 USD ($)	Dec. 31, 2022 USD ($) campus	Dec. 31, 2022 MXN ($) campus	Dec. 31, 2022 PEN (S/) campus	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2022 MXN ($)	Dec. 31, 2017 USD ($)	Dec. 31, 2017 MXN ($)	Dec. 22, 2017 USD ($)	Dec. 22, 2017 PEN (S/)	Apr. 26, 2017 USD ($)
Debt Instrument [Line Items]
Loss on debt extinguishment		$ 0			$ 77,940,000	$ 610,000
Non-cash interest expense		1,561,000			4,628,000	$ 10,103,000
Less: total unamortized deferred financing costs		$ 2,060,000			3,588,000
New Credit Agreement
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 50,000,000
New Credit Agreement | Term Loan One | SOFR
Debt Instrument [Line Items]
Basis spread on variable rate	2.50%
New Credit Agreement | Term Loan One | Alternate Base Rate (ABR)
Debt Instrument [Line Items]
Basis spread on variable rate	1.50%
New Credit Agreement | Term Loan Two | SOFR
Debt Instrument [Line Items]
Basis spread on variable rate	2.25%
New Credit Agreement | Term Loan Two | Alternate Base Rate (ABR)
Debt Instrument [Line Items]
Basis spread on variable rate	1.25%
New Credit Agreement | Term Loan Three | SOFR
Debt Instrument [Line Items]
Basis spread on variable rate	2.00%
New Credit Agreement | Term Loan Three | Alternate Base Rate (ABR)
Debt Instrument [Line Items]
Basis spread on variable rate	1.00%
New Credit Agreement | Term Loan Four | SOFR
Debt Instrument [Line Items]
Basis spread on variable rate	1.75%
New Credit Agreement | Term Loan Four | Alternate Base Rate (ABR)
Debt Instrument [Line Items]
Basis spread on variable rate	0.75%
New Credit Agreement | Term Loan
Debt Instrument [Line Items]
Debt to consolidated EBITDA ratio												275.00%
Revolving Credit Facility and Term Loan
Debt Instrument [Line Items]
Incremental borrowing capacity												$ 565,000,000
Second Amended and Restated Credit Agreement | Revolving Credit Facility
Debt Instrument [Line Items]
Percentage of utilized line of credit		25.00%	25.00%	25.00%
Lines of credit
Debt Instrument [Line Items]
Aggregate outstanding balances		$ 13,778,000			$ 10,131,000
Available borrowing capacity		$ 63,700,000
Short-term debt, weighted average interest rate		8.61%			2.72%		8.61%
Lines of credit | Minimum
Debt Instrument [Line Items]
Total interest rate		8.10%			2.30%		8.10%
Lines of credit | Maximum
Debt Instrument [Line Items]
Total interest rate		9.34%			5.99%		9.34%
Lines of credit | Secured Credit Facility | United States Guarantors | Asset Pledged as Collateral
Debt Instrument [Line Items]
Percentage of collateral pledged (no more than)		65.00%					65.00%
Lines of credit | New Credit Agreement | Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 410,000,000
Lines of credit | Second Amended and Restated Credit Agreement
Debt Instrument [Line Items]
Maximum debt to consolidated EBITDA ratio		4.75	4.75	4.75
Lines of credit | Second Amended and Restated Credit Agreement | Revolving Credit Facility | Debt Instrument, Covenant, Period Three
Debt Instrument [Line Items]
Required minimum Debt to Consolidated EBITDA ratio					3.5
Notes payable and other debt | Secured Notes Payable | Minimum
Debt Instrument [Line Items]
Total interest rate		5.09%			5.09%		5.09%
Notes payable and other debt | Secured Notes Payable | Maximum
Debt Instrument [Line Items]
Total interest rate		12.26%			10.25%		12.26%
Notes payable and other debt | UVM Mexico Loan Originated In 2017
Debt Instrument [Line Items]
Aggregate principal amount								$ 89,000,000	$ 1,700,000,000
Quarterly principal payments		$ 3,725,000	$ 72,250,000
Balloon payment		21,913,000					$ 425,000,000
Debt outstanding		$ 41,416,000
Notes payable and other debt | UVM Mexico Loan Originated In 2017 | Mexican Interbanking Offer Rate (TIIE)
Debt Instrument [Line Items]
Basis spread on variable rate		12.26%	12.26%	12.26%	8.12%
Notes payable and other debt | UVM Mexico Loan Originated In 2017 | Maximum
Debt Instrument [Line Items]
Quarterly principal payments		$ 3,944,000	$ 76,500,000
Notes payable and other debt | UVM Mexico Loan Originated in 2015
Debt Instrument [Line Items]
Debt outstanding					$ 52,533,000
Notes payable and other debt | Financing of Construction of Campuses | Peru
Debt Instrument [Line Items]
Debt outstanding		$ 8,246,000			$ 10,284,000
Number of financed campuses (campus) | campus		2	2	2
Interest rate		5.09%			5.09%		5.09%
Notes payable and other debt | Subsidiary of the Company Borrowing Agreement | Peru
Debt Instrument [Line Items]
Aggregate principal amount										$ 76,000,000	S/ 247,500,000
Quarterly principal payments		$ 3,786,000		S/ 14,438,000
Debt outstanding		$ 15,142,000			$ 29,035,000
Interest rate										6.62%	6.62%

XML

Leases - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Jun. 30, 2022	Mar. 31, 2021
Lessee, Lease, Description [Line Items]
Early termination fee due			$ 1,200
Early termination fee				$ 1,200
Lease termination payment		$ 2,750
Chicago
Lessee, Lease, Description [Line Items]
Lease termination payment		$ 44,050
Loss on termination of lease	$ 25,800
Equipment
Lessee, Lease, Description [Line Items]
Term of operating lease contract	60 months

XML

Leases - Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Assets:
Operating	$ 389,565	$ 384,344
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Buildings, Furniture, equipment and software	Buildings, Furniture, equipment and software
Finance	$ 41,049	$ 39,756
Total leased assets	430,614	424,100
Current
Operating	$ 38,994	$ 38,149
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Current portion of long-term debt and finance leases	Current portion of long-term debt and finance leases
Finance	$ 6,173	$ 5,258
Non-current
Operating	$ 376,898	$ 377,104
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Long-term debt and finance leases, less current portion	Long-term debt and finance leases, less current portion
Finance	$ 42,013	$ 39,866
Total lease liabilities	$ 464,078	$ 460,377

XML

Leases - Term and Discount Rate (Details)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Weighted average remaining lease terms
Operating leases	9 years 4 months 24 days	9 years 4 months 24 days	9 years 10 months 24 days
Finance leases	14 years 7 months 6 days	14 years 10 months 24 days	14 years 6 months
Weighted average discount rate
Operating leases	9.40%	8.90%	9.20%
Finance leases	9.90%	9.60%	9.50%

XML

Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Leases [Abstract]
Operating lease cost	$ 58,701	$ 70,256	$ 68,488
Finance lease cost
Amortization of leased assets	6,821	6,732	4,484
Interest on leased assets	3,990	4,092	2,750
Short-term lease costs	1,055	73	1,121
Variable lease costs	9,806	5,575
Variable lease costs, adjusted for rent concessions			(877)
Sublease income	(425)	(187)	(890)
Total lease cost	$ 79,948	$ 86,541	$ 75,076

XML

Leases - Schedule of Minimum Lease Payments and Sublease Income (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Operating Leases
Year 1	$ 83,560
Year 2	80,458
Year 3	79,659
Year 4	79,319
Year 5	68,779
Thereafter	251,258
Total lease payments	643,033
Less: interest and inflation	(227,141)
Present value of lease liabilities	415,892
Finance Leases
Year 1	10,623
Year 2	8,125
Year 3	6,649
Year 4	4,847
Year 5	3,878
Thereafter	80,402
Total lease payments	114,524
Less: interest and inflation	(66,338)
Present value of lease liabilities	$ 48,186

XML

Leases - Other Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows used for operating leases	$ 56,540	$ 75,164	$ 69,881
Operating cash flows used for finance leases	3,990	4,107	2,750
Financing cash flows used for finance leases	5,136	4,874	2,736
Leased assets obtained for new finance lease liabilities	5,226	1,997	27,757
Leased assets obtained for new operating lease liabilities	$ 12,677	$ 7,674	$ 13,565

XML

Commitments and Contingencies - Loss Contingencies (Details) S/ in Thousands, $ in Thousands	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2021 PEN (S/)
Loss Contingencies [Line Items]
Estimate of possible contingency loss	$ 11,900
Peru | Foreign Tax Authority | National Superintendency of Tax Administration (SUNAT), Peru
Loss Contingencies [Line Items]
Bank guarantee on Peruvian tax assessment pending appeal	7,076		S/ 5,885
Pending Litigation
Loss Contingencies [Line Items]
Contingent liabilities recorded	11,400	$ 7,200
Income Tax Contingencies
Loss Contingencies [Line Items]
Contingent liabilities recorded	$ 130,323	$ 91,585

XML

Commitments and Contingencies - Standby Letters of Credit, Surety Bonds and Other Commitments (Details) - Foreign Tax Authority - Tax Authority, Spain - USD ($) $ in Thousands	1 Months Ended
	Oct. 31, 2021	Dec. 31, 2021
Debt Instrument [Line Items]
Income tax examination, tax payment pending appeal	$ 9,300
Cash Collateralized Letter Of Credit - Spain Tax Audits | Asset Pledged as Collateral
Debt Instrument [Line Items]
Letters of credit outstanding, amount		$ 10,700

XML

Share-based Compensation and Equity - Summary of Share-based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total non-cash stock compensation	$ 8,776	$ 10,172	$ 13,298
Continuing operations
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total non-cash stock compensation	8,776	8,895	10,248
Continuing operations | Stock options, net of estimated forfeitures
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total non-cash stock compensation	0	468	1,291
Continuing operations | Restricted stock awards
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total non-cash stock compensation	8,776	8,427	8,957
Discontinued operations
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total non-cash stock compensation	$ 0	$ 1,277	$ 3,050

XML

Share-based Compensation and Equity - Incentive Plans (Details) - shares		1 Months Ended		12 Months Ended
	Jun. 13, 2013	Dec. 31, 2016	Sep. 30, 2015	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Jun. 19, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted in the period (in shares)				0	0	0
Stock options, net of estimated forfeitures | Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award requisite service period				5 years
Stock options, net of estimated forfeitures | Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award requisite service period				3 years
2013 Long-Term Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for grant (in shares)	7,521,000
Number of additional shares authorized (in shares)		3,884,000	1,219,000
Options granted in the period (in shares)					0	0
2013 Long-Term Incentive Plan | Stock Options, Stock Appreciation Rights, And Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Accelerated vesting, change in ownership percentage	50.00%
Change In ownership, percentage of gross fair value of assets sold in 12 months period	80.00%
2013 Long-Term Incentive Plan | Stock Options, Stock Appreciation Rights, And Restricted Stock Units | Wengen
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Accelerated vesting, change in ownership percentage	50.00%
2013 Long-Term Incentive Plan | Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award catch up period	8 years
2013 Long-Term Incentive Plan | Performance Shares | Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	3 years
2013 Long-Term Incentive Plan | Performance Shares | Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	3 years
2013 Long-Term Incentive Plan | Performance Shares | Tranche Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	3 years
2013 Long-Term Incentive Plan | Stock options, net of estimated forfeitures
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expiration period	10 years
2013 Long-Term Incentive Plan | Stock options, net of estimated forfeitures | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	3 years
2013 Long-Term Incentive Plan | Stock options, net of estimated forfeitures | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	5 years
Amended And Restated, The 2013 Plan | Class A Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized for issuance (in shares)							14,714,000

XML

Share-based Compensation and Equity - Equity Award Modifications (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise prices (in dollars per share)	$ 7.00	$ 9.89	$ 17.85	$ 18.18
Number of stock options outstanding (in shares)	559	2,163	3,428	5,388
Stock compensation expense	$ 8,776	$ 10,172	$ 13,298
Stock compensation expense not yet recognized, options	$ 0

XML

Share-based Compensation and Equity - Summary of Stock Options Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Options
Outstanding, of period (in shares)	2,163	3,428	5,388
Granted (in shares)	0	0	0
Exercised (in shares)	(1,510)	(583)	(860)
Forfeited or expired (in shares)	(94)	(682)	(1,100)
Outstanding, end of period (in shares)	559	2,163	3,428
Exercisable (in shares)	559	2,163	3,292
Vested and expected to vest (in shares)	559	2,163	3,426
Weighted Average Exercise Price
Outstanding, beginning of period (in dollars per share)	$ 9.89	$ 17.85	$ 18.18
Granted (in dollars per share)	0	0	0
Exercised (in dollars per share)	9.43	12.25	17.60
Forfeited or expired (in dollars per share)	23.17	20.14	19.66
Outstanding, end of period (in dollars per share)	7.00	9.89	17.85
Exercisable (in dollars per share)	7.00	9.89	17.97
Vested and expected to vest (in dollars per share)	$ 7.00	$ 9.89	$ 17.85
Aggregate Intrinsic Value
Outstanding, beginning of period	$ 6,098	$ 159	$ 3,396
Exercised	4,080	883	2,353
Outstanding, end of period	1,461	6,098	159
Exercisable intrinsic value	1,461	6,098	159
Vested and expected to vest, intrinsic value	$ 1,461	$ 6,098	$ 159

XML

Share-based Compensation and Equity - Summary of Stock Option Plans, by Exercise Price Range (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise Prices	$ 7.00	$ 9.89	$ 17.85	$ 18.18
Options Outstanding, Number of Shares (in shares)	559,000	2,163,000	3,428,000	5,388,000
Options Exercisable, Number of Shares (in shares)	559,000	2,163,000	3,292,000
Risk-Free Interest Rate, Maximum		2.35%
Expected Volatility, Maximum		53.80%
Stock options, net of estimated forfeitures
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected dividend yield	0.00%	0.00%	0.00%
$4.87 - $8.79
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options Outstanding, Number of Shares (in shares)	559,000
Options Outstanding, Weighted Average Remaining Contractual Terms (Years)	3 years 7 months 20 days
Options Exercisable, Number of Shares (in shares)	559,000
Options Exercisable, Weighted Average Remaining Contractual Terms (Years)	3 years 7 months 20 days
Risk-Free Interest Rate, Minimum	1.45%
Risk-Free Interest Rate, Maximum	3.05%
Expected Volatility, Minimum	36.40%
Expected Volatility, Maximum	58.84%	57.25%
$4.87 - $8.79 | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise Prices	$ 4.87
Expected Terms in Years	3 years 2 months 12 days
$4.87 - $8.79 | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise Prices	$ 8.79
Expected Terms in Years	7 years 1 month 13 days
$6.38 - $7.96
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options Outstanding, Number of Shares (in shares)		414,000
Options Outstanding, Weighted Average Remaining Contractual Terms (Years)		5 years 11 months 23 days
Options Exercisable, Number of Shares (in shares)		414,000
Options Exercisable, Weighted Average Remaining Contractual Terms (Years)		5 years 11 months 23 days
Risk-Free Interest Rate, Minimum		2.68%
Risk-Free Interest Rate, Maximum		3.05%
Expected Volatility, Minimum		38.29%
$6.38 - $7.96 | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise Prices		$ 6.38
Expected Terms in Years		5 years 6 months 14 days
$6.38 - $7.96 | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise Prices		$ 7.96
Expected Terms in Years		5 years 10 months 28 days
$8.79 - $10.30
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options Outstanding, Number of Shares (in shares)		1,655,000
Options Outstanding, Weighted Average Remaining Contractual Terms (Years)		1 year 6 months 10 days
Options Exercisable, Number of Shares (in shares)		1,655,000
Options Exercisable, Weighted Average Remaining Contractual Terms (Years)		1 year 6 months 10 days
Risk-Free Interest Rate, Minimum		1.45%
Risk-Free Interest Rate, Maximum		2.34%
Expected Volatility, Minimum		35.20%
Expected Volatility, Maximum		58.84%
$8.79 - $10.30 | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise Prices		$ 8.79
Expected Terms in Years		3 years 2 months 12 days
$8.79 - $10.30 | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise Prices		$ 10.30
Expected Terms in Years		7 years 1 month 13 days
$15.27 - $24.33
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options Outstanding, Number of Shares (in shares)		94,000
Options Outstanding, Weighted Average Remaining Contractual Terms (Years)		5 months 8 days
Options Exercisable, Number of Shares (in shares)		94,000
Options Exercisable, Weighted Average Remaining Contractual Terms (Years)		5 months 8 days
Risk-Free Interest Rate, Minimum		0.76%
Expected Volatility, Minimum		39.38%
$15.27 - $24.33 | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise Prices		$ 15.27
Expected Terms in Years		4 years 1 month 28 days
$15.27 - $24.33 | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise Prices		$ 24.33
Expected Terms in Years		6 years 6 months 7 days
$13.97 - $15.55
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options Outstanding, Number of Shares (in shares)			748,000
Options Outstanding, Weighted Average Remaining Contractual Terms (Years)			6 years 10 months 2 days
Options Exercisable, Number of Shares (in shares)			625,000
Options Exercisable, Weighted Average Remaining Contractual Terms (Years)			6 years 6 months 29 days
Risk-Free Interest Rate, Minimum			1.99%
Risk-Free Interest Rate, Maximum			3.05%
Expected Volatility, Minimum			38.29%
Expected Volatility, Maximum			64.18%
$13.97 - $15.55 | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise Prices			$ 13.97
Expected Terms in Years			3 years 3 months
$13.97 - $15.55 | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise Prices			$ 15.55
Expected Terms in Years			5 years 10 months 28 days
$16.38 - $17.89
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options Outstanding, Number of Shares (in shares)			2,247,000
Options Outstanding, Weighted Average Remaining Contractual Terms (Years)			2 years 8 months 19 days
Options Exercisable, Number of Shares (in shares)			2,235,000
Options Exercisable, Weighted Average Remaining Contractual Terms (Years)			2 years 8 months 4 days
Risk-Free Interest Rate, Minimum			1.38%
Risk-Free Interest Rate, Maximum			2.34%
Expected Volatility, Minimum			35.20%
Expected Volatility, Maximum			58.84%
$16.38 - $17.89 | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise Prices			$ 16.38
Expected Terms in Years			3 years 2 months 12 days
$16.38 - $17.89 | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise Prices			$ 17.89
Expected Terms in Years			7 years 1 month 13 days
$21.00
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options Outstanding, Number of Shares (in shares)			146,000
Options Outstanding, Weighted Average Remaining Contractual Terms (Years)			8 months 12 days
Options Exercisable, Number of Shares (in shares)			146,000
Options Exercisable, Weighted Average Remaining Contractual Terms (Years)			8 months 12 days
Risk-Free Interest Rate, Minimum			1.81%
Expected Volatility, Minimum			57.79%
$21.00 | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise Prices			$ 21.00
Expected Terms in Years			4 years
$22.88 - $31.92
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options Outstanding, Number of Shares (in shares)			287,000
Options Outstanding, Weighted Average Remaining Contractual Terms (Years)			9 months 3 days
Options Exercisable, Number of Shares (in shares)			287,000
Options Exercisable, Weighted Average Remaining Contractual Terms (Years)			9 months 3 days
Risk-Free Interest Rate, Minimum			0.73%
Risk-Free Interest Rate, Maximum			2.86%
Expected Volatility, Minimum			39.03%
Expected Volatility, Maximum			53.80%
$22.88 - $31.92 | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise Prices			$ 22.88
Expected Terms in Years			4 years
$22.88 - $31.92 | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise Prices			$ 31.92
Expected Terms in Years			6 years 6 months 7 days

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Share-based Compensation and Equity - Stock Option Activity Narrative (Details) - USD ($) $ in Thousands		12 Months Ended
	Jun. 13, 2013	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock compensation expense not yet recognized, options		$ 0
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period		1 year 8 months 12 days
Stock compensation costs not yet recognized, awards other than options		$ 4,797
Time Based Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock compensation costs not yet recognized, awards other than options		4,270
Performance Based Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock compensation costs not yet recognized, awards other than options		$ 527
Minimum | Restricted Stock Units (RSUs) | 2013 Long-Term Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	3 years

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Share-based Compensation and Equity - Summary of Non-vested Restricted Stock and Restricted Stock Units Activity (Details) - Restricted Stock Units (RSUs) - $ / shares shares in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Shares
Non-vested, beginning of period (in shares)	691	1,000	1,251
Granted (in shares)	685	818	969
Vested (in shares)	(698)	(822)	(861)
Forfeited (in shares)	(18)	(305)	(359)
Non-vested, end of period (in shares)	660	691	1,000
Weighted Average Grant Date Fair Value
Non-vested, beginning balance (in dollars per share)	$ 14.82	$ 15.81	$ 14.69
Granted (in dollars per share)	12.15	13.98	15.80
Vested (in dollars per share)	14.05	15.01	14.11
Forfeited (in dollars per share)	12.37	15.32	15.95
Non-vested, end of period (in dollars per share)	$ 12.92	$ 14.82	$ 15.81

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Share-based Compensation and Equity - Other Stockholders' Equity Transactions (Details) shares in Thousands	Nov. 22, 2022 $ / shares shares	Dec. 31, 2022 $ / shares	Oct. 24, 2022 $ / shares	Sep. 14, 2022 $ / shares	Dec. 31, 2021 $ / shares	Dec. 03, 2021 $ / shares	Oct. 29, 2021	Sep. 15, 2021 $ / shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, conversion ratio							1
Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, par value ( in dollars per share)		$ 0.004	$ 0.004	$ 0.004	$ 0.004	$ 0.004		$ 0.004
KKR
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Sale of stock by investor (in shares) | shares	32,842
Share price of stock sold by investor (in dollars per share)	$ 9.40875

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Share-based Compensation and Equity - Stock Repurchase Program (Details) - USD ($) shares in Thousands		12 Months Ended
	Nov. 22, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Mar. 14, 2022	Dec. 14, 2021	Apr. 30, 2021	Nov. 05, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Authorized amount								$ 300,000,000
Additional shares authorized							$ 200,000,000
Stock repurchased during period		$ 282,098,000	$ 378,858,000	$ 94,210,000
KKR
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock repurchased during period (in shares)	7,971
Stock repurchased during period	$ 75,000,000
Common Class A
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Authorized amount						$ 650,000,000
Additional shares authorized					$ 50,000,000	$ 100,000,000
Stock repurchased during period (in shares)			25,203

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Share-based Compensation and Equity - Special Cash Distribution (Details) - USD ($)				12 Months Ended
	Oct. 24, 2022	Sep. 14, 2022	Dec. 28, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 03, 2021	Nov. 01, 2021	Oct. 06, 2021	Sep. 15, 2021	Aug. 12, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Amount receivable, noncurrent		$ 71,700,000
Dividends payable				$ 3,930,000	$ 6,932,000
Decrease in stock option price (in dollars per share)	$ 0.68	$ 0.83
Cash to be paid upon vesting (in dollars per share)	0.68	0.83
Dividends payable								$ 1,270,000,000
Dividends paid			$ 105,000,000
Discontinued Operations, Disposed of by Sale | Walden e-Learning, LLC
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Amount receivable, noncurrent										$ 74,000,000
Restricted cash held in escrow, released										$ 83,600,000
Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Dividends (in dollars per share)	0.68	0.83				$ 0.58	$ 7.01
Common stock, par value ( in dollars per share)	$ 0.004	$ 0.004		$ 0.004	$ 0.004	$ 0.004			$ 0.004
Dividends payable	$ 112,000,000	$ 136,600,000
Dividends payable on vested stock units				$ 6,932,000

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Share-based Compensation and Equity - Dividend Payable (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-Based Payment Arrangement [Abstract]
Dividends payable	$ 3,930	$ 6,932
Dividends paid	$ 4,600

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Derivative Instruments - Derivatives Designated as Hedging Instruments Narrative (Details) $ in Thousands			2 Months Ended	3 Months Ended	12 Months Ended
	Jun. 02, 2021 USD ($)	Apr. 15, 2020 USD ($) $ / €	Jun. 15, 2020 USD ($) $ / €	Jun. 30, 2021 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Nov. 30, 2020 USD ($)	Nov. 30, 2020 swapAgreement	Nov. 30, 2020 educationalInstitution	Nov. 30, 2020 BRL (R$)	Nov. 30, 2020 R$ / $	Apr. 08, 2020 USD ($) $ / €	Apr. 08, 2020 EUR (€) $ / €
Derivatives, Fair Value [Line Items]
Settlement of derivatives related to sale of discontinued operations and net investment hedge					$ 0	$ (50,341)	$ 0
Currency Swap, Deal Contingent | Brazil, Brazil Real | Not Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Number of interest rate derivatives held (derivative instrument)									6	2
Cross Currency Interest Rate Contract, Instrument Three and Four | Brazil, Brazil Real | Not Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Derivative, notional amount | R$											R$ 1,900,000,000
Cross Current Interest Rate Contract, Instrument Four | Brazil, Brazil Real | Not Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Derivative, notional amount | R$											950,000,000
Net Investment Cross Currency Swaps | Not Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Deferred premium payments								$ 18,294
Loss on sale	$ 33,710
Net Investment Cross Currency Swaps | Brazil, Brazil Real | Not Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Derivative, notional amount								$ 343,783			R$ 1,875,000,000
Derivative, swap type, variable price | R$ / $												5.4540
Settlement of derivatives related to sale of discontinued operations and net investment hedge				$ 1,663
Net Investment Cross Currency Swaps | Brazil, Brazil Real | Not Designated as Hedging Instrument | Put/Call Options
Derivatives, Fair Value [Line Items]
Number of interest rate derivatives held (derivative instrument) | educationalInstitution										4
Net Investment Cross Currency Swaps | Australia, Dollars | Not Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Derivative, notional amount			$ 12,921										$ 13,713	€ 21,000,000
Derivative, swap type, variable price | $ / €		0.6530	0.6153
Unrealized Gain (Loss) on Derivatives			$ 1,340
Cross Currency Interest Rate Contract, Instrument One | Australia, Dollars | Not Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Derivative, notional amount													$ 12,999	€ 21,000,000
Derivative, swap type, variable price | $ / €													0.6190	0.6190
Unrealized Gain (Loss) on Derivatives		$ (714)

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Derivative Instruments - Realized and Unrealized Gain (Loss) on Derivatives Not Designated as Hedging Instruments (Details) - Not Designated as Hedging Instrument - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Derivative [Line Items]
Loss on derivatives, net	$ 0	$ (24,517)	$ (25,980)
Unrealized gain (loss)
Derivative [Line Items]
Unrealized gain (loss)	0	25,824	(25,354)
Realized loss
Derivative [Line Items]
Realized loss	$ 0	$ (50,341)	$ (626)

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Income Taxes - Schedule of Components of the Income Tax (Expense) Benefit (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Current:
United States	$ (33,097)	$ (48,523)	$ 6,391
Foreign	(152,931)	(148,437)	(72,660)
State	(273)	0	0
Total current	(186,301)	(196,960)	(66,269)
Deferred:
United States	4,663	87,310	124,718
Foreign	(3,794)	(10,347)	25,612
State	41	(25,576)	46,008
Total deferred	910	51,387	196,338
Total income tax (expense) benefit	$ (185,391)	$ (145,573)	$ 130,069

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Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Operating Loss Carryforwards [Line Items]
Foreign income from continuing operations before income taxes	$ 319,515	$ 80,864	$ (250,910)
Domestic loss from continuing operations before income taxes	(73,665)	(218,371)	(199,928)
Undistributed earnings from foreign subsidiaries		595,486
Interest carryforward, not subject to expiration	$ 75,100
Period for cumulative loss position	3 years
Tax expense from stock option shortfalls	$ 7,700
Expense for change in estimate related to unrealized foreign currency exchange	11,200
Non-deductible scholarship expenses	13,700
Taxable income related to intercompany dividends	4,200
Interest and penalties related to income taxes	6,828	(6,479)	$ (3,056)
Accrued interest and penalties	21,355	$ 14,527
Income tax reserves related to GILTI	32,500
Unrecognized tax benefits that would impact effective income tax rate	143,665
Decreases for unrecognized tax benefits as a result of a lapse in the statute of limitations	4,448
Peru
Operating Loss Carryforwards [Line Items]
Additional deferred tax liability upon distribution of remaining earnings if assertions removed	16,375
Foreign Tax Authority
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards, subject to expiration	162,800
Net operating loss carryforwards, not subject to expiration	166,000
State and Local Jurisdiction
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards, subject to expiration	69,700
Net operating loss carryforwards, not subject to expiration	$ 2,900

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Income Taxes - Schedule of Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets:
Net operating loss and tax credits carryforwards	$ 256,047	$ 246,405
Operating leases	132,648	135,365
Depreciation	50,444	45,702
Interest	26,711	25,029
Deferred compensation	13,767	23,219
Deferred revenue	9,942	11,432
Nondeductible reserves	7,342	9,470
Allowance for doubtful accounts	6,781	8,437
Total deferred tax assets	503,682	505,059
Deferred tax liabilities:
Operating leases	123,430	122,728
Investment in subsidiaries	77,055	74,310
Amortization of intangible assets	45,635	41,776
Deferred gain on Walden	452	14,652
Unrealized gain	3,212	2,559
Total deferred tax liabilities	249,784	256,025
Net deferred tax assets	253,898	249,034
Valuation allowance for deferred tax assets	(291,722)	(283,945)
Net deferred tax liabilities	$ (37,824)	$ (34,911)

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Income Taxes - Reconciliations Valuation Allowance on Deferred Tax Assets (Details) - Valuation Allowance of Deferred Tax Assets - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at beginning of period	$ 283,945	$ 320,858	$ 324,119
Additions (deductions) from tax expense from continuing operations	7,972	9,115	(19,879)
Additions: charges to other accounts	0	0	16,618
Deductions: charges to other accounts	(195)	(46,028)	0
Balance at end of period	$ 291,722	$ 283,945	$ 320,858

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Income Taxes - Reconciliations of the Reported Income Tax Expense by Applying United States Federal Statutory Rate (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Tax (expense) benefit at the United States statutory rate	$ (51,628)	$ 28,877	$ 94,676
Permanent differences	(38,228)	(8,217)	(24,184)
Global intangible low taxed income	0	(30,616)
Global intangible low taxed income			70,965
Netherlands intellectual property restructuring	0	(53,643)	(32,425)
State income tax benefit (expense), net of federal tax effect	669	(36,782)	36,343
Tax effect of foreign income taxed at higher rate	(40,579)	(16,665)	(5,534)
Change in valuation allowance	(11,241)	17,642	3,241
Effect of tax contingencies	(37,151)	(12,573)	2,706
Tax credits	9,211	10,458	(2,302)
Withholding taxes	(16,275)	(43,578)	(13,254)
Other	(169)	(476)	(163)
Total income tax (expense) benefit	$ (185,391)	$ (145,573)	$ 130,069

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Income Taxes - Schedule of Beginning and Ending Amount of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Beginning of the period	$ 257,587	$ 385,283	$ 56,395
Additions for tax positions related to prior years	38,029	80,885	3,582
Decreases for tax positions related to prior years	(8,856)	(227,051)	0
Additions for tax positions related to current year	498	21,993	327,142
Decreases for unrecognized tax benefits as a result of a lapse in the statute of limitations	(2,329)	(3,523)	(1,836)
End of the period	$ 284,929	$ 257,587	$ 385,283

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Earnings (Loss) Per Share - Narrative (Details)	Oct. 29, 2021
Earnings Per Share [Abstract]
Common stock, conversion ratio	1

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Earnings (Loss) Per Share - Summary of Earnings (Loss) Per Share Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Income (loss) from continuing operations	$ 60,718	$ (283,080)	$ (320,598)
Net loss (income) attributable to noncontrolling interests	595	(11,839)	17
Income (loss) from continuing operations attributable to Laureate Education, Inc.	61,313	(294,919)	(320,581)
Accretion of redemption value of redeemable noncontrolling interests and equity	0	(88)	149
Net income (loss) from continuing operations available to common stockholders for basic and diluted earnings per share	61,313	(295,007)	(320,432)
Numerator used in basic and diluted (loss) earnings per common share:
Income (loss) from discontinued operations, net of tax	8,260	486,865	(298,104)
Loss attributable to noncontrolling interests	0	500	5,354
Net income (loss) from discontinued operations for basic earnings per share	8,260	487,365	(292,750)
Net income (loss) from discontinued operations for diluted earnings per share	$ 8,260	$ 487,365	$ (292,750)
Denominator used in basic and diluted earnings (loss) per common share:
Basic weighted average shares outstanding (in shares)	167,670	189,692	209,710
Diluted weighted average shares outstanding (in shares)	168,268	189,692	209,710
Basic earnings (loss) per share:
Income (loss) from continuing operations, basic (in dollars per share)	$ 0.37	$ (1.56)	$ (1.53)
Income (loss) from discontinued operations, basic (in dollars per share)	0.05	2.57	(1.40)
Basic earnings (loss) per share (in dollars per share)	0.42	1.01	(2.93)
Diluted earnings (loss) per share:
Income (loss) from continuing operations, diluted (in dollars per share)	0.36	(1.56)	(1.53)
Income (loss) from discontinued operations, diluted (in dollars per share)	0.05	2.57	(1.40)
Diluted earnings (loss) per share (in dollars per share)	$ 0.41	$ 1.01	$ (2.93)
Stock options, net of estimated forfeitures
Denominator used in basic and diluted earnings (loss) per common share:
Effect of dilutive stock (in shares)	310	0	0
Restricted Stock Units (RSUs)
Denominator used in basic and diluted earnings (loss) per common share:
Effect of dilutive stock (in shares)	288	0	0

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Earnings (Loss) Per Share - Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares shares in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	40	2,953	4,040
Restricted stock and RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	237	899	1,021

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Related Party Transactions (Details) - 3 months ended Dec. 31, 2021 - Foreign Tax Authority S/ in Thousands, $ in Thousands	PEN (S/)	USD ($)
Related Party Transaction [Line Items]
Payment of Peruvian nonresident capital gains tax | S/	S/ 95,062
Affiliated Entity
Related Party Transaction [Line Items]
Payment of Peruvian nonresident capital gains tax | $		$ 23,800

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Benefit Plans - Additional Information (Details)	1 Months Ended	12 Months Ended			48 Months Ended	134 Months Ended
	Nov. 30, 2007 participant	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2018 USD ($)
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items]
Maximum contributions of annual participants compensation, percent		80.00%
Maximum contributions of participants bonuses, percent		100.00%
Discretionary contributions by employer		$ 287,000	$ 4,138,000	$ 4,636,000
Deferred compensation plan liabilities, noncurrent		$ 10,379,000	11,896,000		$ 10,379,000
Executive Officers and Board of Directors
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items]
Percentage of vested deferred compensation		100.00%
Deferred compensation plan assets		$ 0	1,924,000		0
Deferred compensation plan liabilities		0	5,104,000		0
Spouse Of Executive
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items]
Annual deferred compensation payment					1,500,000
Supplemental Employment Retention Agreement | Deferred Profit Sharing | Executive Officer
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items]
Deferred compensation plan assets		8,161,000	9,539,000		8,161,000
Deferred compensation plan liabilities		11,879,000	13,396,000		11,879,000
Number of participants in retention agreement | participant	1
Funding of deferred compensations						$ 1,500,000
Deferred compensation plan liabilities, current		1,500,000	1,500,000		1,500,000
Deferred compensation plan liabilities, noncurrent		$ 10,379,000	$ 11,896,000		$ 10,379,000

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Legal and Regulatory Matters - Brazilian Regulation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Loss Contingencies [Line Items]
Revenues	$ 1,242,271	$ 1,086,701	$ 1,024,917

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Other Financial Information - Summary of Other Comprehensive Income (Loss) Included in Balance Sheet (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated other comprehensive loss	$ 774,357	$ 1,139,558	$ 2,263,934	$ 2,804,151
Accumulated other comprehensive loss, adjustment attributable to parent
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated other comprehensive loss	(442,424)	(520,204)	$ (941,986)	$ (1,073,981)
Foreign currency translation loss, adjustment attributable to parent
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated other comprehensive loss	(452,252)	(529,472)
Unrealized gains (losses) on derivatives, adjustment attributable to parent
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated other comprehensive loss	10,416	10,416
Minimum pension liability adjustment, adjustment attributable to parent
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated other comprehensive loss	(588)	(1,148)
Accumulated other comprehensive loss, AOCI attributable to noncontrolling interest
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated other comprehensive loss	959	946
Foreign currency translation loss, AOCI attributable to noncontrolling interest
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated other comprehensive loss	959	946
Unrealized gains (losses) on derivatives, AOCI attributable to noncontrolling interest
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated other comprehensive loss	0	0
Minimum pension liability adjustment, AOCI attributable to noncontrolling interest
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated other comprehensive loss	0	0
AOCI including portion attributable to noncontrolling interest
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated other comprehensive loss	(441,465)	(519,258)
Foreign currency translation loss, AOCI including portion attributable to noncontrolling interest
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated other comprehensive loss	(451,293)	(528,526)
Unrealized gains (losses) on derivatives, AOCI including portion attributable to noncontrolling interest
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated other comprehensive loss	10,416	10,416
Minimum pension liability adjustment, AOCI including portion attributable to noncontrolling interest
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated other comprehensive loss	$ (588)	$ (1,148)

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Other Financial Information - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Accumulated Other Comprehensive Income (Loss) [Line Items]
Write off of accounts and notes receivable	$ 25,500	$ 31,600	$ 24,300
Foreign currency translation loss, AOCI including portion attributable to noncontrolling interest
Accumulated Other Comprehensive Income (Loss) [Line Items]
Currency exchange adjustments attributable to intercompany loans	$ (27,198)	$ 27,292	$ 21,171

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Supplemental Cash Flow Information - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Supplemental Cash Flow Elements [Abstract]
Net income tax cash payments	$ 153,761	$ 251,098	$ 91,371
Payment for interest and special interest accrued	$ 16,752	$ 63,153	$ 120,640

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Supplemental Cash Flow Information - Schedule of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Supplemental Cash Flow Elements [Abstract]
Cash and Cash Equivalents, at Carrying Value	$ 85,167	$ 324,801	$ 750,147
Restricted cash	8,617	20,774	117,151
Total Cash and cash equivalents and Restricted cash shown in the Consolidated Statements of Cash Flows	$ 93,784	$ 345,575	$ 867,298	$ 97,817