Warner Bros. Discovery, Inc.

Current report (Form 8-K) · Jun 4, 2026 · Multiple disclosures including restructuring or layoffs and leadership change

Ticker

WBD

Documents

Primary topic

Restructuring or layoffs

Filed

Jun 4, 2026

Overview Analysis Documents(9)Full text Exhibits(1)

Type

EX-10.1

File

d11897dex101.htm

Document text
EX-10.1 · d11897dex101.htm EX-10.1 2 d11897dex101.htm EX-10.1 Exhibit 10.1 Execution Version FIRST LIEN CREDIT AGREEMENT dated as of June 4, 2026 among WARNER BROS. DISCOVERY, INC. as Holdco, DISCOVERY GLOBAL HOLDINGS, INC. as Parent Borrower, THE DESIGNATED SUBSIDIARY BORROWERS FROM TIME TO TIME PARTY HERETO, THE LENDERS FROM TIME TO TIME PARTY HERETO, JPMORGAN CHASE BANK, N.A., as U.S. Administrative Agent and Collateral Agent, and J.P. MORGAN SE, as Non-U.S. Administrative Agent JPMORGAN CHASE BANK, N.A., BARCLAYS BANK PLC, BNP PARIBAS SECURITIES CORP., DEUTSCHE BANK SECURITIES INC., NATWEST MARKETS PLC, RBC CAPITAL MARKETS 1 , UBS SECURITIES LLC and WELLS FARGO SECURITIES, LLC, as Co-Syndication Agents, PNC CAPITAL MARKETS LLC, BANCO SANTANDER, S.A., NEW YORK BRANCH, SOCIÉTÉ GÉNÉRALE, TD SECURITIES (USA) LLC, MUFG BANK, LTD., FIFTH THIRD BANK, NATIONAL ASSOCIATION and ING CAPITAL LLC, as Co-Documentation Agents, and JPMORGAN CHASE BANK, N.A., BARCLAYS BANK PLC, BNP PARIBAS SECURITIES CORP., DEUTSCHE BANK SECURITIES INC., NATWEST MARKETS PLC, RBC CAPITAL MARKETS, UBS SECURITIES LLC, WELLS FARGO SECURITIES, LLC and GOLDMAN SACHS BANK USA, as Joint Lead Arrangers and Joint Bookrunners 1 RBC Capital Markets is a brand name for the capital markets business of Royal Bank of Canada and its affiliates. TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS 1 1.01 Defined Terms 1 1.02 Other Interpretive Provisions 73 1.03 Accounting Terms 75 1.04 Rounding 78 1.05 Exchange Rates; Currency Equivalents 78 1.06 Additional Alternative Currencies 79 1.07 Change of Currency 80 1.08 Times of Day 80 1.09 Letter of Credit Amounts 80 1.10 Interest Rates 81 1.11 Borrower Representative 81 1.12 Representations and Warranties 81 1.13 Cashless Rollover 81 ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS 82 2.01 Commitments 82 2.02 Borrowings, Conversions and Continuations of Loans 82 2.03 Letters of Credit 84 2.04 Swing Line Loans 92 2.05 Prepayments 95 2.06 Termination or Reduction of Commitments 108 2.07 Repayment of Loans 109 2.08 Interest 110 2.09 Fees 110 2.10 Computation of Interest and Fees 111 2.11 Evidence of Debt 111 2.12 Payments Generally; Administrative Agent’s Clawback 112 2.13 Sharing of Payments by Lenders 114 2.14 Designated Subsidiary Borrowers 115 2.15 Incremental Facilities 116 2.16 Cash Collateral 119 2.17 Defaulting Lenders 120 2.18 Extension Of Term Loans and Revolving Commitments 122 2.19 Specified Refinancing Facilities 126 2.20 Permitted Debt Exchanges 128 ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY 130 3.01 Taxes 130 3.02 Illegality 135 3.03 Inability to Determine Rates 136 3.04 Increased Costs 140 3.05 Compensation for Losses 141 3.06 Mitigation Obligations; Replacement of Lenders 142 3.07 Survival 143 i TABLE OF CONTENTS (continued) Page ARTICLE IV. CONDITIONS TO CLOSING DATE 143 4.01 Conditions to Closing Date 143 4.02 Conditions to all Credit Extensions 144 ARTICLE V. REPRESENTATIONS AND WARRANTIES 145 5.01 Existence, Qualification and Power 145 5.02 Authorization; No Contravention 145 5.03 Governmental Authorization; Other Consents 145 5.04 Binding Effect 146 5.05 Financial Statements; No Material Adverse Effect 146 5.06 Litigation 146 5.07 No Default 147 5.08 Ownership of Property; Liens 147 5.09 Environmental Compliance 147 5.10 Taxes 147 5.11 ERISA Compliance 147 5.12 Subsidiaries; Joint Ventures 148 5.13 Margin Regulations; Investment Company Act 148 5.14 Disclosure 148 5.15 Compliance with Laws 149 5.16 Sanctions Restrictions 149 5.17 [Reserved] 149 5.18 Anti-Corruption Laws 149 5.19 Affected Financial Institutions 149 5.20 Covered Entities 149 5.21 Use of Proceeds 149 5.22 Perfection, Etc. 149 ARTICLE VI. AFFIRMATIVE COVENANTS 150 6.01 Financial Statements 150 6.02 Certificates; Other Information 151 6.03 Notices 153 6.04 Payment of Tax Obligations 153 6.05 Preservation of Existence, Etc. 153 6.06 Maintenance of Properties 153 6.07 Maintenance of Insurance 154 6.08 Compliance with Laws 154 6.09 Books and Records 154 6.10 Inspection Rights 154 6.11 Use of Proceeds 155 6.12 [Reserved] 155 6.13 Sanctions 155 6.14 Anti-Corruption Laws 155 6.15 Additional Guarantors 155 6.16 Covenant to Guarantee Obligations and Give Security 155 6.17 Further Assurances 156 6.18 Post Closing Obligations 157 ii TABLE OF CONTENTS (continued) Page 6.19 Ratings 157 6.20 Additional Initial Term Loan Covenants 157 ARTICLE VII. NEGATIVE COVENANTS 158 7.01 Liens 158 7.02 Indebtedness 163 7.03 Fundamental Changes; Asset Sale 168 7.04 Transactions with Affiliates 171 7.05 Use of Proceeds 172 7.06 [Reserved] 172 7.07 Restricted Payments 172 7.08 Burdensome Agreements 176 7.09 Sanctions Restrictions 178 7.10 Anti-Corruption Laws 178 ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES 178 8.01 Events of Default 178 8.02 Remedies Upon Event of Default 181 8.03 Application of Funds 182 ARTICLE IX. ADMINISTRATIVE AGENT AND OTHER AGENTS 183 9.01 Appointment and Authority 183 9.02 Rights as a Lender 184 9.03 Exculpatory Provisions 185 9.04 Reliance by Administrative Agent 186 9.05 Delegation of Duties 186 9.06 Resignation of Administrative Agent 186 9.07 Non-Reliance on the Administrative Agent, the Agents, the Arrangers and the Other Lenders 188 9.08 No Other Duties, Etc. 189 9.09 Administrative Agent May File Proofs of Claim 189 9.10 Collateral and Guaranty Matters; Intercreditor Matters 190 9.11 Certain ERISA Matters 192 9.12 Recovery of Erroneous Payments 193 9.13 Credit Bidding 194 9.14 Secured Cash Management Agreements and Secured Hedge Agreements 195 ARTICLE X. [RESERVED] 196 ARTICLE XI. MISCELLANEOUS 196 11.01 Amendments, Etc. 196 11.02 Notices; Effectiveness; Electronic Communication 200 11.03 No Waiver; Cumulative Remedies; Enforcement 203 11.04 Expenses; Indemnity; Damage Waiver 203 11.05 Payments Set Aside 205 11.06 Successors and Assigns 206 11.07 Treatment of Certain Information; Confidentiality 212 11.08 Right of Setoff 213 iii TABLE OF CONTENTS (continued) Page 11.09 Interest Rate Limitation 213 11.10 Integration; Effectiveness 214 11.11 Survival of Representations and Warranties 214 11.12 Severability 214 11.13 Replacement of Lenders 214 11.14 Governing Law; Jurisdiction; Etc. 215 11.15 Waiver of Jury Trial 216 11.16 No Advisory or Fiduciary Responsibility 217 11.17 Electronic Execution; Electronic Records; Counterparts 217 11.18 USA PATRIOT Act 218 11.19 Judgment Currency 218 11.20 Acknowledgement and Consent to Bail-In of Affected Financial Institutions 219 11.21 ENTIRE AGREEMENT 219 11.22 Acknowledgement Regarding Any Supported QFCs 219 11.23 Permitted Holdco Reorganization 220 iv SCHEDULES SCHEDULES 2.01 Commitments and Applicable Percentages 2.01A Initial Subsidiary Guarantors 5.11 Pension Plans 5.12 Joint Ventures 6.16 Initial Intellectual Property Collateral 6.18 Post Closing Obligations 7.01 Existing Liens 7.02 Existing Indebtedness 7.07 Existing Investments 11.02 Administrative Agent’s Office; Certain Addresses for Notices EXHIBITS Form of A Loan Notice B Swing Line Loan Notice C-1 Term Loan Note C-2 Revolving Loan Note C-3 Swing Line Note D Compliance Certificate E Assignment and Assumption F Designated Subsidiary Borrower Request and Assumption Agreement G Designated Subsidiary Borrower Notice H U.S. Tax Compliance Certificates I-1 Increase Supplement I-2 Lender Joinder Agreement J-1 [Reserved] J-2 [Reserved] K-1 Holdco Guaranty K-2 Subsidiary Guaranty L Security Agreement M Solvency Certificate N Acceptance and Prepayment Notice O Discount Range Prepayment Notice P Form of Discount Range Prepayment Offer Q Form of Solicited Discounted Prepayment Notice R Form of Solicited Discounted Prepayment Offer S Form of Specified Discount Prepayment Notice T Form of Specified Discount Prepayment Response v FIRST LIEN CREDIT AGREEMENT This FIRST LIEN CREDIT AGREEMENT (as further defined in Section 1.01 , this “ Agreement ”) is entered into as of June 4, 2026, among WARNER BROS. DISCOVERY, INC., a Delaware corporation (as further defined in Section 1.01 , “ Holdco ”), DISCOVERY GLOBAL HOLDINGS, INC., a Delaware corporation (formerly known as WarnerMedia Holdings, Inc.) (as further defined in Section 1.01 , the “ Parent Borrower ”), the Designated Subsidiary Borrowers (as defined in Section 1.01 ) from time to time party hereto (the Designated Subsidiary Borrowers, together with the Parent Borrower, the “ Borrowers ” and, each a “ Borrower ”), the several banks and other financial institutions from time to time party hereto (as further defined in Section 1.01 , collectively, the “ Lenders ” and individually, a “ Lender ”), JPMORGAN CHASE BANK, N.A., as U.S. Administrative Agent and Collateral Agent (each as defined in Section 1.01 ) and J.P. MORGAN SE, as Non-U.S. Administrative Agent (as defined in Section 1.01 and, together with the U.S. Administrative Agent, as further defined in Section 1.01 , the “ Administrative Agent ”). The applicable Borrowers have requested that the applicable Lenders agree to provide Initial Dollar Term Commitments in an original aggregate principal amount of $13,000,000,000 and Initial Euro Term Commitments in an original aggregate principal amount of 1,717,000,000, and the Lenders are willing to do so on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows: ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS 1.01 Defined Terms . As used in this Agreement, the following terms shall have the meanings set forth below: “ Acceptable Discount ” has the meaning specified in Section 2.05(c)(iv)(2) . “ Acceptable Prepayment Amount ” has the meaning specified in Section 2.05(c)(iv)(3) . “ Acceptance and Prepayment Notice ” means a written notice from the Borrower Representative setting forth the Acceptable Discount pursuant to Section 2.05(c)(iv)(2) substantially in the form of Exhibit N hereto. “ Acceptance Date ” has the meaning specified in Section 2.05(c)(iv)(2) . “ Acquired Indebtedness ” means Indebtedness of a Person (i) existing at the time such Person becomes a Subsidiary or (ii) assumed in connection with the acquisition of assets from such Person, in each case other than Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or such acquisition of assets. Acquired Indebtedness shall be deemed to be incurred on the date of the related acquisition of assets from any Person or the date the acquired Person becomes a Subsidiary. “ Act ” has the meaning specified in Section 11.18 . “ Additional Assets ” means (i) any property or assets that replace the property or assets that are the subject of an Asset Sale, (ii) any property or assets (other than Indebtedness and Equity Interests) used or to be used by Holdco, the Parent Borrower or a Restricted Subsidiary or otherwise useful in a Related Business, and any capital expenditures in respect of any property or assets already so used, (iii) the Equity Interests of a Person that is engaged in a Related Business and becomes a Restricted Subsidiary as a result 1 of the acquisition of such Equity Interests by Holdco, the Parent Borrower or another Restricted Subsidiary, or (iv) Equity Interests of any Person that at such time is a Restricted Subsidiary engaged in a Related Business acquired from a third party. “ Additional Incremental Lender ” has the meaning specified in Section 2.15(b) . “ Additional Indebtedness ” has the meaning specified in the Pari Passu Intercreditor Agreement, any Junior Lien Intercreditor Agreement or any Other Intercreditor Agreement, as applicable. “ Additional Letter of Credit Facility ” means any facility incurred or established by Holdco, the Parent Borrower and/or any Restricted Subsidiary outside of this Agreement to obtain letters of credit, bank guarantees, bankers’ acceptances or other similar instruments required by customers, suppliers, landlords, regulators or Governmental Authorities or otherwise in the ordinary course of business. “ Additional Obligations ” means senior or subordinated Indebtedness (which Indebtedness may be (x) secured by a Lien ranking pari passu with the Lien securing the Obligations hereunder, (y) secured by a Lien ranking junior to the Lien securing the Obligations hereunder or (z) unsecured), including customary bridge financings, in each case issued or incurred by a Borrower, a Guarantor or an Escrow Subsidiary, the terms of which Indebtedness (i) (x) other than in the case of any Indebtedness under any revolving credit facility, do not provide for a maturity date or weighted average life to maturity earlier than the Initial Term Loan Maturity Date or shorter than the remaining weighted average life to maturity of the Initial Term Loans, as the case may be (other than an earlier maturity date and/or shorter weighted average life to maturity (1) for customary bridge financings, which, subject to customary conditions (as determined by the Borrower Representative in good faith, which determination shall be conclusive), would either be automatically converted into or required to be exchanged for permanent financing which does not provide for an earlier maturity date or a shorter weighted average life to maturity than the Initial Term Loan Maturity Date or the remaining weighted average life to maturity of the Initial Dollar Term Loans, as applicable, (2) pursuant to an escrow or similar arrangement with respect to the proceeds of such Additional Obligation, (3) of Additional Obligations in an aggregate principal amount at any time outstanding (together with the aggregate principal amount of any Refinancing Indebtedness and Indebtedness under any Incremental Commitments, any applicable Extended Tranche and any Specified Refinancing Facility, in each case outstanding under the Earlier Maturity Date Basket) not in excess of the Earlier Maturity Date Basket, (4) arising on account of any mandatory principal redemption or payment by the Borrower Representative or any Restricted Subsidiary pursuant to an “AHYDO saver” provision, and the Borrower Representative’s determination in good faith (which determination shall be conclusive) of the amount of any such “AHYDO saver” mandatory principal redemption or prepayment shall be conclusive and binding for all purposes under this Agreement) or (5) Customary Term A Loans, or (y) in the case of any Indebtedness under any revolving credit facility, do not provide for a maturity date earlier than the Stated Maturity of the Revolving Commitments then in effect (other than an earlier maturity date of Additional Obligations in an aggregate principal amount at any time outstanding (together with the aggregate principal amount of any Refinancing Indebtedness and Indebtedness under any Incremental Commitments, any applicable Extended Tranche and any Specified Refinancing Facility, in each case outstanding under the Earlier Maturity Date Basket) not in excess of the Earlier Maturity Date Basket) and (ii) to the extent such Indebtedness is subordinated, provide for customary payment subordination to the Obligations (as determined by the Borrower Representative in good faith, which determination shall be conclusive); provided that (a) other than with respect to proceeds of such Additional Obligations which are subject to an escrow or similar arrangement and any related deposit of cash and/or Cash Equivalents to cover interest and premium in respect of such Additional Obligations, such Indebtedness shall not be secured by any Lien on any asset of any Loan Party that does not also secure the Obligations, or be guaranteed by any Person other than the Loan Parties (it being understood that the primary obligation of an Escrow Subsidiary shall not constitute a guarantee by a Person other than a Loan Party) and (b) if secured by Collateral, such Indebtedness (and all related Indebtedness 2 Obligations) shall be subject to the terms of the Pari Passu Intercreditor Agreement, Junior Lien Intercreditor Agreement and/or an Other Intercreditor Agreement, as applicable. “ Additional Obligations Documents ” means any document or instrument (including any guarantee, security agreement or mortgage and which may include any or all of the Loan Documents) issued or executed and delivered by any Loan Party or Escrow Subsidiary with respect to any Additional Obligations or Letter of Credit Facilities. “ Additional Specified Refinancing Lender ” has the meaning specified in Section 2.19(b) . “ Administrative Agent ” means (x) solely with respect to the Initial Euro Term Loans, the Non-U.S. Administrative Agent and (y) for all other purposes, the U.S. Administrative Agent; provided , that notwithstanding anything to the contrary herein and for all purposes in this Agreement or any other Loan Document, (i) if any item (including any document or term) is required to be satisfied or any action is required to be taken by the terms of this Agreement or any other Loan Document by the Parent Borrower or any other Loan Party in respect of either Administrative Agent or both Administrative Agents (including, for the avoidance of doubt, any such item or action that relates to one or more Tranches of Loans and/or Commitments other than the Initial Euro Term Loans), such item (including any document or term) shall be deemed to have been satisfied and such action shall be deemed to have been taken if the Parent Borrower or any other Loan Party has satisfied such item (including any document or term) and/or taken such action with respect to the U.S. Administrative Agent, (ii) if any notice, certificate or other document or information is required to be delivered by the terms of this Agreement or any other Loan Document to either Administrative Agent or both Administrative Agents, then such notice, certificate or other document or information shall be deemed to have been delivered if the Parent Borrower or any other Loan Party has made such delivery to the U.S. Administrative Agent and (iii) any amendment, waiver, consent or other modification in connection with this Agreement or the other Loan Documents that is agreed to by the U.S. Administrative Agent, in its capacity as Administrative Agent, shall be deemed to be also agreed to by the Non-U.S. Administrative Agent; provided , further , it is hereby acknowledged and agreed by the Non-U.S. Administrative Agent and the Parent Borrower that the Joinder (as defined in the Security Agreement) delivered pursuant to Section 4.01(a)(i) hereof shall be executed by the U.S. Administrative Agent on behalf of both Administrative Agents. “ Administrative Agent ’ s Office ” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 11.02 or such other address or account in the United States as the Administrative Agent may from time to time notify to the Borrower Representative and the Lenders. “ Administrative Questionnaire ” means an administrative questionnaire in such form supplied by the Administrative Agent from time to time. “ Affected Financial Institution ” means (a) any EEA Financial Institution or (b) any UK Financial Institution. “ Affiliate ” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. “ Agent Fee Letter ” means that certain Administrative Agent Fee Letter, dated as of the Closing Date, among the Parent Borrower and the Administrative Agent (as amended, supplemented or otherwise modified from time to time). “ Agents ” means, collectively, the Administrative Agent and the Collateral Agent. 3 “ Aggregate Commitments ” means the Commitments of all the Lenders. “ Aggregate Initial Dollar Term Commitments ” has the meaning specified in the definition of “Initial Dollar Term Commitment”. “ Aggregate Initial Euro Term Commitments ” has the meaning specified in the definition of “Initial Euro Term Commitment”. “ Aggregate Initial Term Commitments ” has the meaning specified in the definition of “Initial Term Commitment”. “ Aggregate Revolving Commitments ” means, collectively, all of the Lenders’ Revolving Commitments. “ Aggregate Revolving Outstandings ” means the aggregate Outstanding Amount of all Revolving Loans, Swing Line Loans and L/C Obligations of all Revolving Lenders. “ Aggregate Total Exposure ” has the meaning specified in the definition of “Total Exposure”. “ Aggregate Total Revolving Exposure ” has the meaning specified in the definition of “Total Revolving Exposure”. “ Agreed Currency ” means Dollars or any Alternative Currency, as applicable. “ Agreement ” means this First Lien Credit Agreement, as may be amended, supplemented, waived or otherwise modified from time to time. “ Agreement Currency ” has the meaning specified in Section 11.19 . “ Alternative Currency ” means Euro and each other currency (other than Dollars) that is approved in accordance with Section 1.06 . “ Alternative Currency Daily Rate ” means, for any day, with respect to any Credit Extension: (a) denominated in Sterling, the rate per annum equal to SONIA determined pursuant to the definition thereof; and (b) denominated in any other Alternative Currency (to the extent such Loans denominated in such currency will bear interest at a daily rate), the daily rate per annum as designated with respect to such Alternative Currency at the time such Alternative Currency is approved by the Administrative Agent and the relevant Lenders pursuant to Section 1.06 plus the adjustment (if any) determined by the Administrative Agent and the relevant Lenders pursuant to Section 1.06(c) ; provided , that, if any Alternative Currency Daily Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement. Any change in an Alternative Currency Daily Rate shall be effective from and including the date of such change without further notice. “ Alternative Currency Daily Rate Loan ” means a Loan that bears interest at a rate based on the definition of “Alternative Currency Daily Rate.” All Alternative Currency Daily Rate Loans must be denominated in an Alternative Currency. 4 “ Alternative Currency Equivalent ” means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable Alternative Currency as determined by the Administrative Agent or an L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars. “ Alternative Currency Loan ” means an Alternative Currency Daily Rate Loan or an Alternative Currency Term Rate Loan, as applicable. “ Alternative Currency Scheduled Unavailability Date ” has the meaning specified in Section 3.03(c)(ii) . “ Alternative Currency Term Rate ” means, for any Interest Period, with respect to any Credit Extension: (a) denominated in Euros, the rate per annum equal to the Euro Interbank Offered Rate (“ EURIBOR ”), as published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) on the day as of 11:00 a.m. Brussels time that is two TARGET Days preceding the first day of such Interest Period with a term equivalent to such Interest Period (the “ EURIBOR Screen Rate ”); (b) denominated in Japanese Yen, the rate per annum equal to the Tokyo Interbank Offer Rate (“ TIBOR ”), as published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) on the Rate Determination Date with a term equivalent to such Interest Period; (c) denominated in any other Alternative Currency (to the extent such Loans denominated in such currency will bear interest at a term rate), the term rate per annum as designated with respect to such Alternative Currency at the time such Alternative Currency is approved by the Administrative Agent and the relevant Lenders pursuant to Section 1.06(a) plus the adjustment (if any) determined by the Administrative Agent and the relevant Lenders pursuant to Section 1.06(a) ; provided , that, if any Alternative Currency Term Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement. “ Alternative Currency Term Rate Loan ” means a Loan that bears interest at a rate based on the definition of “Alternative Currency Term Rate.” All Alternative Currency Term Rate Loans must be denominated in an Alternative Currency. “ Ancillary Fees ” has the meaning specified in Section 11.01(a)(xi) “ Applicable Authority ” means (a) with respect to SOFR, the SOFR Administrator or any Governmental Authority having jurisdiction over the Administrative Agent or the SOFR Administrator with respect to its publication of SOFR, in each case acting in such capacity and (b) with respect to any Alternative Currency, the applicable administrator for the Relevant Rate for such Alternative Currency or any Governmental Authority having jurisdiction over the Administrative Agent or such administrator with respect to its publication of the applicable Relevant Rate, in each case acting in such capacity. “ Applicable ECF Amount ” has the meaning specified in Section 2.05(b) . “ Applicable Parties ” has the meaning specified in Section 11.02(c) . 5 “ Applicable Percentage ” means (a) in respect of an Initial Term Facility, with respect to any Term Lender at any time, the percentage (carried out to the ninth decimal place) of such Initial Term Facility represented by (i) prior to the funding on the Closing Date, such Term Lender’s Initial Term Commitment under such Initial Term Facility at such time, subject to adjustment as provided in Section 2.17 and (ii) thereafter, the principal amount of such Term Lender’s Initial Term Loans under such Initial Term Facility at such time and (b) in respect of any Revolving Facility, with respect to any Revolving Lender at any time, the percentage (carried out to the ninth decimal place) of such Revolving Facility represented by such Revolving Lender’s Revolving Commitment at such time, subject to adjustment as provided in Section 2.17 . If the commitment of each Lender to make Loans, the obligation of the L/C Issuers to make L/C Credit Extensions and the obligation of the Swing Line Lender to make Swing Line Loans have been terminated pursuant to Section 8.02 or if the applicable Commitments have expired, then the Applicable Percentage of each Lender in respect of the applicable Facility shall be determined based on the Applicable Percentage of such Lender in respect of such Facility most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender in respect of each Facility is set forth opposite the name of such Lender on Schedule 2.01 or, in each case, in the Assignment and Assumption or other documentation pursuant to which such Lender becomes a party hereto, as applicable. “ Applicable Rate ” means (a) in respect of the Initial Dollar Term Loans, (i) with respect to Base Rate Loans, 1.50% per annum and (ii) with respect to Term SOFR Loans, 2.50% per annum, and (b) in respect of the Initial Euro Term Loans, 2.50% per annum. “ Applicable Revolving Commitment Percentage ” means, with respect to any Revolving Lender at any time, such Revolving Lender’s Applicable Percentage in respect of the Revolving Commitments at such time. “ Applicable Time ” means, with respect to any borrowings and payments in any Alternative Currency, the local time in the place of settlement for such Alternative Currency as may be determined by the Administrative Agent or an L/C Issuer, as the case may be, to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment. “ Appropriate Lender ” means, at any time, (a) with respect to any Facility, a Lender that has a Commitment with respect to such Facility or holds a Loan under such Facility at such time, (b) with respect to the Revolving Commitments, (i) the L/C Issuers under such Facility and (ii) if any Letters of Credit have been issued pursuant to Section 2.03(a) the Revolving Lenders and (c) with respect to the Swing Line Sublimit, (i) the Swing Line Lender and (ii) if any Swing Line Loans are outstanding pursuant to Section 2.04(a) the Revolving Lenders. “ Approved Borrower Portal ” has the meaning assigned to it in Section 11.02(c) . “ Approved Fund ” means 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. “ Arranger ” means each of JPM, Barclays Bank PLC, BNP Paribas Securities Corp., Deutsche Bank Securities Inc., NatWest Markets PLC, RBC Capital Markets, UBS Securities LLC, Wells Fargo Securities, LLC and Goldman Sachs Bank USA, in their respective capacities as a joint lead arranger and joint bookrunner. “ Asset Sale ” means: (1) any Disposition of property or assets of Holdco, the Parent Borrower or any of their respective Restricted Subsidiaries (in each case other than Equity Interests of Holdco), or 6 (2) the issuance or sale of Equity Interests of any Restricted Subsidiary of Holdco (other than directors’ qualifying shares and shares issued to foreign nationals as required under applicable law) (whether in a single transaction or a series of related transactions); in each case, other than: (a) a Disposition of cash, Cash Equivalents or Investment Grade Securities, including any marketable securities portfolio owned by Holdco, the Parent Borrower and their respective Restricted Subsidiaries on the Closing Date; (b) Dispositions of obsolete, worn-out, uneconomic, damaged, non-core or surplus property, equipment or other assets that are no longer economically practical or commercially desirable to maintain or used or useful in the business of Holdco, the Parent Borrower or any of their respective Restricted Subsidiaries (including by ceasing to enforce, allowing the lapse, abandonment or invalidation of or discontinuing the use or maintenance of or putting into the public domain any intellectual property that is (i) in the reasonable judgment of the Parent Borrower, no longer used or useful, or economically practicable to maintain, or in respect of which the Parent Borrower determines in its reasonable judgment that such action or inaction is desirable or (ii) expiring at the end of its statutory term); (c) Dispositions of inventory and interests in Works and other intellectual property associated therewith in the ordinary course of business (including pursuant to licensing arrangements); (d) (i) non-exclusive licenses, sublicenses or cross-licenses of intellectual property, software or other general intangibles, (ii) exclusive licenses, sublicenses or cross-licenses of intellectual property, software or other general intangibles in the ordinary course of business, or (iii) conveyances, sales, transfers, licenses, sublicenses, cross-licenses or other Dispositions of intellectual property, software or other general intangibles in the ordinary course of business or that are not material to the business of Holdco, the Parent Borrower and their respective Restricted Subsidiaries, taken as a whole. (e) the sale, conveyance, lease or other disposition consummated in compliance with the provisions of Section 7.03(a) (other than Section 7.03(a)(v) ); (f) any Restricted Payment that is permitted to be made, and is made, pursuant to Section 7.07 or any Permitted Investment; (g) any Disposition of Equity Interests, properties or assets in any transaction or series of related transactions not involving consideration in excess of the greater of (x) $440,000,000 and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Measurement Period (h) a Disposition by Holdco, the Parent Borrower or any Restricted Subsidiary to Holdco, the Parent Borrower or any Restricted Subsidiary; (i) a Disposition constituting the granting of a Lien not prohibited by Section 7.01 ; (j) any disposition of Securitization Assets or participations therein in connection with a Permitted Securitization Financing; (k) Dispositions of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements; 7 (l) Involuntary Dispositions; (m) sales, transfers or other dispositions of Investments in joint ventures or similar entities to the extent required by, or made pursuant to customary buy/sell arrangements or rights of first refusal between, the parties set forth in joint venture arrangements and similar binding arrangements; (n) (i) Dispositions of property to the extent that such property is exchanged for credit against the purchase price of similar replacement property that is promptly purchased, (ii) Dispositions of property to the extent that the proceeds of such disposition are promptly applied to the purchase price of such replacement property (which replacement property is actually promptly purchased) and (iii) to the extent allowable under Section 1031 of the Code or comparable law or regulation, any exchange of like property (excluding any boot thereon); (o) an issuance of Equity Interests by a Joint Venture as part of or pursuant to an equity incentive or compensation plan approved by its Board of Directors; (p) transfers of property or assets subject to Involuntary Dispositions upon receipt of Cash Equivalents of such Involuntary Disposition; (q) any surrender or waiver of contractual rights or the settlement, release, surrender or waiver of contractual, tort, litigation or other claims of any kind; (r) the unwinding of any Swap Contract; and (s) any Disposition pursuant to or in connection with the approval of any applicable antitrust authority or otherwise necessary or advisable in the good faith determination of the Parent Borrower in connection with the Merger. “ Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 11.06(b) , and accepted by the Administrative Agent, in substantially the form of Exhibit E-1 or any other form (including electronic documentation generated by use of an electronic platform) approved by the Administrative Agent. “ Attributable Indebtedness ” means, on any date, (a) in respect of any Capital Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capital Lease. “ Audited Financial Statements ” means the audited consolidated balance sheet of Holdco and its Subsidiaries for the fiscal year ended December 31, 2025, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of Holdco and its Subsidiaries, including the notes thereto. “ Auto-Extension Letter of Credit ” has the meaning specified in Section 2.03(b)(iii) . “ Available Amount ” means, at any date, an amount, not less than zero in the aggregate, determined on a cumulative basis equal to, the sum of (without duplication): 8 (a) an amount equal to 50.0% of the Consolidated Net Income accrued during the period (treated as one accounting period) beginning on the first day of the fiscal quarter of Holdco in which the Closing Date occurs to the end of the most recent fiscal quarter of Holdco for which consolidated financial statements of Holdco are available (which amount shall not be less than zero in any period); (b) the aggregate Net Cash Proceeds and the fair value (as determined in good faith by the Parent Borrower, which determination shall be conclusive) of property or assets received (or deemed to be received) (x) by Holdco as capital contributions to Holdco after the Closing Date or from the issuance or sale (other than to a Restricted Subsidiary of Holdco or the Parent Borrower) of its Equity Interests (other than Disqualified Equity Interests) after the Closing Date (other than Excluded Contributions and Contribution Amounts) or (y) by Holdco, the Parent Borrower or any Restricted Subsidiary from the incurrence by Holdco, the Parent Borrower or any such Restricted Subsidiary after the Closing Date of Indebtedness that shall have been converted into or exchanged for Equity Interests of Holdco (other than Disqualified Equity Interests) or Equity Interests of Holdco, plus the amount of any cash and the fair value (as determined in good faith by the Parent Borrower, which determination shall be conclusive) of any property or assets, received (or deemed to be received) by Holdco, the Parent Borrower or any such Restricted Subsidiary upon such conversion or exchange; (c) the aggregate amount of cash and the fair value (as determined in good faith by the Borrower Representative, which determination shall be conclusive) of any property or assets received (or deemed to be received) from dividends, distributions, interest payments, return of capital, repayments of Investments or other transfers of assets to Holdco, the Parent Borrower or any Restricted Subsidiary from any Unrestricted Subsidiary, including dividends or other distributions related to dividends or other distributions made pursuant to Section 7.07(b)(xi) plus (ii) the aggregate amount resulting from the redesignation of any Unrestricted Subsidiary as a Restricted Subsidiary (valued in each case as provided in the definition of “Investment”); (d) in the case of any disposition or repayment of any Investment constituting a Restricted Payment (without duplication of any amount deducted in calculating the amount of Investments at any time outstanding included in the amount of Restricted Payments), the aggregate amount of cash and the fair value (as determined in good faith by the Borrower Representative, which determination shall be conclusive) of any property or assets received (or deemed to be received) by Holdco, the Parent Borrower or a Restricted Subsidiary with respect to all such dispositions and repayments; and (e) the greater of (x) $2,200,000,000 and (y) 25.0% of Consolidated EBITDA as of the last day of the most recently ended Measurement Period. “ Available Investments Amount ” means, at any time, (i) the amount of Investments that may be made at the time of determination pursuant to clause (8)(i) of the definition of “Permitted Investments” minus (ii) the amount of the Available Investments Amount utilized by Holdco, the Parent Borrower or any Restricted Subsidiary to make any Restricted Payment of the type described in clause (iii) of the definition thereof pursuant to Section 7.07(b)(x)(z)(2) . “ Available Restricted Debt Payments Amount ” means, at any time, (i) the amount of Restricted Payments of the type described in clause (iii) of the definition thereof that may be made at the time of determination pursuant to Section 7.07(b)(x)(z)(1) minus (ii) the amount of Investments outstanding pursuant to clause (8)(iii) of the definition of “Permitted Investments” from utilization of the Available Restricted Debt Payments Amount. “ Available Restricted Payments Amount ” means, at any time, (i) the amount of Restricted Payments that may be made at the time of determination pursuant to Section 7.07(b)(vii) minus (ii) the sum 9 (without duplication) of (a) the amount of Investments outstanding pursuant to clause (8)(ii) of the definition of “Permitted Investments” from utilization of the Available Restricted Payments Amount and (b) the amount of the Available Restricted Payments Amount utilized by Holdco, the Parent Borrower or any Restricted Subsidiary to make Restricted Payments of the type described in clause (ii) of the definition thereof pursuant to Section 7.07(b)(x)(z)(3) . “ Bail-In Action ” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution. “ Bail-In Legislation ” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, rule, regulation or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings). “ Banking Services ” means each and any of the following bank services provided to Holdco, the Parent Borrower or any of their respective Restricted Subsidiaries: (a) credit cards for commercial customers (including, without limitation, commercial credit cards and purchasing cards and related programs), (b) netting or setting off arrangements (including, without limitation, credit, debit or purchase card programs and stored value cards) and (c) Cash Management Services. “ Base Rate ” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1.00%, (b) the Prime Rate and (c) Term SOFR for a one month Interest Period on such day (or, if such day is not a Business Day, the immediately preceding Business Day) plus 1.00%. If the Base Rate is being used as an alternate rate of interest pursuant to Section 3.03 hereof, then the Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above. For the avoidance of doubt, if the Base Rate as determined pursuant to the foregoing would be less than 0.00%, such rate shall be deemed to be 0.00% for purposes of this Agreement. “ Base Rate Loan ” means a Loan that bears interest based on the Base Rate. All Base Rate Loans shall be denominated in Dollars. “ Beneficial Ownership Certification ” means a certification regarding individual beneficial ownership solely to the extent expressly required by the Beneficial Ownership Regulation. “ Beneficial Ownership Regulation ” means 31 C.F.R. § 1010.230. “ Benefit Plan ” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”. “ Board of Directors ” means for any Person, the board of directors or other governing body of such Person or, if such Person does not have such a board of directors or other governing body and is owned or managed by a single entity, the board of directors or other governing body of such entity, or, in either case, any committee thereof duly authorized to act on behalf of such board of directors or other governing body. Unless otherwise provided, “ Board of Directors ” means any of the Board of Directors of Holdco or the Board of Directors of the Parent Borrower, as applicable. 10 “ Borrower ” and “ Borrowers ” each has the meaning specified in the introductory paragraph hereto, and includes any successor in interest thereto. “ Borrower Communications ” has the meaning assigned to it in Section 11.02(c) . “ Borrower Offer of Specified Discount Prepayment ” means the offer by the Borrower Representative to make a voluntary prepayment of Term Loans at a specified discount to par pursuant to Section 2.05(c)(ii) . “ Borrower Representative ” means the Parent Borrower or such other Loan Party as may be designated as the “Borrower Representative” by the Borrowers from time to time, in each case in its capacity as Borrower Representative pursuant to the provisions of Section 1.11 . “ Borrowing ” means a Revolving Borrowing, a Swing Line Borrowing or a Term Borrowing, as the context may require. “ Bridge Refinancing ” means the repayment in full of all loans outstanding under the Bridge Loan Agreement. “ Bridge Loan Agreement ” means that certain Non-Investment Grade Leveraged Bridge Loan Agreement, dated as of June 26, 2025 (as amended by Amendment No. 1, dated as of February 18, 2026), among Holdco, the Parent Borrower, as the borrower, each lender from time to time party thereto and JPM, as administrative agent and collateral agent, as the same may be amended, restated, supplemented, waived or otherwise modified from time to time. “ Business Day ” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office with respect to Obligations denominated in Dollars is located and: (a) if such day relates to any interest rate settings as to an Alternative Currency Loan denominated in Euro, any fundings, disbursements, settlements and payments in Euro in respect of any such Alternative Currency Loan or any other dealings in Euro to be carried out pursuant to this Agreement in respect of any such Alternative Currency Loan, means any such day that is also (i) a London Business Day and (ii) a TARGET Day; (b) if such day relates to any interest rate settings as to an Alternative Currency Loan denominated in (i) Sterling, means any such day that is also a London Business Day; and (ii) Yen, means any such day other than a day banks are closed for general business in Japan; and (c) if such day relates to any fundings, disbursements, settlements and payments in a currency other than Dollars or Euro in respect of an Alternative Currency Loan denominated in a currency other than Dollars or Euro, or any other dealings in any currency other than Dollars or Euro to be carried out pursuant to this Agreement in respect of any such Alternative Currency Loan (other than any interest rate settings), means any such day on which banks are also open for foreign exchange business in the principal financial center of the country of such currency. “ Capital Expenditures ” means for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities and including in all events all amounts expended or capitalized under leases evidencing Attributable Indebtedness) by Holdco, the Parent 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 Holdco. 11 “ Capital Lease ” means, subject to Section 1.03(a) , an obligation that is required to be classified as, and expenses in respect of which are recognized as for, a capitalized lease for income statement reporting purposes in accordance with GAAP. “ Captive Insurance Subsidiary ” means (i) any Subsidiary of Holdco operating for the purpose of (a) insuring the businesses, operations or properties owned or operated by any direct or indirect parent of Holdco, Holdco or any of its Subsidiaries, including their future, present or former employee, director, officer, manager, contractor, consultant or advisor (or their respective estates, heirs, family members, spouses or former spouses), and related benefits and/or (b) conducting any activities or business incidental thereto (it being understood and agreed that activities which are relevant or appropriate to qualify as an insurance company for U.S. federal or state tax purposes shall be considered “activities or business incidental thereto”) or (ii) any Subsidiary of any such insurance subsidiary operating for the same purpose described in clause (i) above. “ Cash Equivalents ” means: (1) Dollars, Canadian Dollars, Pounds Sterling, Euros, Swiss Francs, Australian Dollars, the national currency of any participating member state of the European Union and, with respect to any Foreign Subsidiaries, other currencies held by such Foreign Subsidiary in the ordinary course of business; (2) securities issued or directly and fully guaranteed or insured by the United States, Canadian, United Kingdom, Switzerland or Japanese governments, a member state of the European Union or, in each case, any agency or instrumentality thereof, with maturities of 24 months or less from the date of acquisition; (3) money market deposits, certificates of deposit, time deposits, eurodollar time deposits, overnight bank deposits, demand deposits or bankers’ acceptances having maturities of not more than two years from the date of acquisition thereof and overnight bank deposits, in each case, issued by any bank, trust company or other financial institution (a) whose commercial paper is rated at least “P-2” or the equivalent thereof by S&P or Fitch or at least “A-2” or the equivalent thereof by Moody’s (or, if at the time, none of S&P, Fitch or Moody’s is rating such obligations, then a comparable rating from another nationally recognized statistical rating organization selected by the Parent Borrower) or (b) having combined capital and surplus in excess of $500,000,000; (4) repurchase obligations for underlying securities of the types described in clauses (2) , (3) , (7) , (8) and (9) entered into with any Person meeting the qualifications specified in clause (3) above; (5) securities with maturities of two years or less from the date of acquisition backed by standby letters of credit issued by any Person meeting the qualifications in clause (3) above; (6) commercial paper and variable or fixed rate notes issued by any Person meeting the qualifications specified in clause (3) above (or by the parent company thereof) maturing within two years after the date of acquisition thereof, or if no rating is available in respect of the commercial paper or variable or fixed rate notes, the issuer of which has an equivalent rating in respect of its long-term debt; (7) marketable short-term money market and similar securities having a rating of at least “P-2” from either S&P or Fitch or “A-2” from Moody’s (or, if at the time, none of S&P, Fitch or Moody’s is rating such obligations, then a comparable rating from another nationally recognized statistical rating organization selected by the Parent Borrower); 12 (8) readily marketable direct obligations issued by any state, province, commonwealth or territory of the United States of America or any political subdivision, taxing authority or any agency or instrumentality thereof, rated BBB- (or the equivalent) or better by S&P or Fitch or Baa3 (or the equivalent) or better by Moody’s (or, if at the time, none of S&P, Fitch or Moody’s is rating such obligations, then a comparable rating from another nationally recognized statistical rating organization selected by the Parent Borrower) with maturities of not more than two years from the date of acquisition; (9) readily marketable direct obligations issued by any foreign government or any political subdivision, taxing authority or agency or instrumentality thereof, with a rating of “BBB-” or higher from S&P or Fitch or “Baa3” or higher by Moody’s or the equivalent of such rating by such rating organization (or, if at the time, none of S&P, Fitch or Moody’s is rating such obligations, then a comparable rating from another nationally recognized statistical rating organization selected by the Parent Borrower) with maturities of not more than two years from the date of acquisition; (10) Investments with average maturities of 24 months or less from the date of acquisition in money market funds with a rating of “A” or higher from S&P or Fitch or “A-2” or higher by Moody’s or the equivalent of such rating by such rating organization (or, if at the time, none of S&P, Fitch or Moody’s is rating such obligations, then a comparable rating from another nationally recognized statistical rating organization selected by the Parent Borrower); (11) with respect to any Foreign Subsidiary: (i) obligations of the national government of the country in which such Foreign Subsidiary maintains its chief executive office and principal place of business provided such country is a member of the Organization for Economic Cooperation and Development, in each case maturing within two years after the date of investment therein, (ii) certificates of deposit of, bankers’ acceptance of, or time deposits with, any commercial bank which is organized and existing under the laws of the country in which such Foreign Subsidiary maintains its chief executive office and principal place of business provided such country is a member of the Organization for Economic Cooperation and Development, and whose short-term commercial paper rating from S&P or Fitch is at least “P-2” or the equivalent thereof or from Moody’s is at least “A-2” or the equivalent thereof (any such bank being an “ Approved Foreign Bank ”), and in each case with maturities of not more than one year from the date of acquisition and (iii) the equivalent of demand deposit accounts which are maintained with an Approved Foreign Bank; (12) any investment company, money market, enhanced high yield, pooled or other investment fund investing 90% or more of its assets in instruments of the types specified in the clauses above; (13) other Investments in accordance with Holdco’s or the Parent Borrower’s cash management policies as approved by their respective Board of Directors (or a duly appointed committee thereof) as in effect on the Closing Date; (14) Indebtedness or Preferred Equity Interests issued by Persons with a rating of “BBB-” or higher from S&P or Fitch or “Baa3” or higher by Moody’s or the equivalent of such rating by such rating organization (or, if at the time, none of S&P or Moody’s is rating such obligations, then a comparable rating from another nationally recognized statistical rating organization selected by the Parent Borrower) with maturities of not more than two years from the date of acquisition; (15) bills of exchange issued in the United States of America, Canada, the United Kingdom, Japan, a member state of the European Union eligible for rediscount at the relevant central bank and accepted by a bank (or any dematerialized equivalent); and 13 (16) Investments in industrial development revenue bonds that (i) “re-set” interest rates not less frequently than quarterly, (ii) are entitled to the benefit of a remarketing arrangement with an established broker dealer and (iii) are supported by a direct pay letter of credit covering principal and accrued interest that is issued by any bank meeting the qualifications specified in clause (3) above. In the case of Investments by any Foreign Subsidiary or Investments made in a country outside the United States of America, Cash Equivalents shall also include (a) investments of the type and maturity described in the clauses above of Foreign Subsidiaries, which Investments or Foreign Subsidiaries (or the parents of such Foreign Subsidiaries) have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies and (b) other short-term investments utilized by Foreign Subsidiaries in accordance with normal investment practices for cash management in investments analogous to the foregoing investments in the clauses above and in this paragraph. In addition, in the case of Investments by any Captive Insurance Subsidiary, Cash Equivalents shall also include (a) such Investments with average maturities of 12 months or less from the date of acquisition in issuers rated BBB- (or the equivalent thereof) or better by S&P or Fitch or Baa3 (or the equivalent thereof) or better by Moody’s, in each case at the time of such Investment and (b) any Investment with a maturity of more than 12 months that would otherwise constitute Cash Equivalents of the kind described in any of clauses of this definition above or clause (a) in this paragraph, if the maturity of such Investment was 12 months or less; provided that the effective maturity of such Investment does not exceed 15 years. Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clause (1) above, provided that such amounts are converted into any currency listed in clause (1) as promptly as practicable. For the avoidance of doubt, any items identified as Cash Equivalents under this definition will be deemed to be Cash Equivalents for all purposes under the Loan Documents regardless of the treatment of such items under GAAP. “ Cash Collateralize ” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the L/C Issuers or the Lenders, as collateral for L/C Obligations, or obligations of the Lenders to fund participations in respect of, L/C Obligations, cash or deposit account balances or, if the Administrative Agent and the applicable L/C Issuer shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to the Administrative Agent and such L/C Issuer. “ Cash Collateral ” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support. “ Cash Management Bank ” means any Person that enters into a Cash Management Agreement with Holdco, the Parent Borrower or any of their Restricted Subsidiaries, and designated as a “Cash Management Bank” by the Parent Borrower in writing to the Administrative Agent. “ Cash Management Agreement ” means any agreement or arrangement to provide Cash Management Services to Holdco, the Parent Borrower or any of their Restricted Subsidiaries. “ Cash Management Services ” means any of the following, (1) obligations in respect of any overdraft and related liabilities arising from treasury, depository, cash pooling arrangements, non-card e-payable services, settlement arrangements, treasury management services (including controlled disbursement services, overdraft automatic clearing house fund transfer services, return items and interstate depository network services), other demand deposit or operating account relationships, foreign exchange facilities, merchant services, bilateral agreements, electronic fund transfer, treasury services and cash management services, including controlled disbursement services, working capital lines, lines of credit, 14 overdraft facilities, foreign exchange facilities, deposit and other accounts and merchant services, bilateral agreements or other cash management arrangements or any automated clearing house arrangements, (2) other obligations in respect of netting or setting off arrangements, credit, debit or purchase card programs, stored value card and similar arrangements, (3) obligations in respect of any other services related, ancillary or complementary to the foregoing (including any overdraft and related liabilities arising from treasury, depository, cash pooling arrangements and cash management services, corporate credit and purchasing cards and related programs or any automated clearing house transfers of funds) and (4) bilateral letter of credit facilities. “ Central Bank Rate ” means, the greater of (I)(A) for any Loan denominated in (a) Euro, a rate per annum equal to the greatest of: (1) the fixed rate for the main refinancing operations of the European Central Bank (or any successor thereto), or, if that rate is not published, the minimum bid rate for the main refinancing operations of the European Central Bank (or any successor thereto), each as published by the European Central Bank (or any successor thereto) from time to time, (2) the rate for the marginal lending facility of the European Central Bank (or any successor thereto), as published by the European Central Bank (or any successor thereto) from time to time or (3) the rate for the deposit facility of the central banking system of the Participating Member States, as published by the European Central Bank (or any successor thereto) from time to time, and (b) any other Alternative Currency determined after the Closing Date, a central bank rate as determined by the Administrative Agent in its reasonable discretion and as consented to by the Borrower Representative; plus (B) the applicable Central Bank Rate Adjustment and (II) 0.00%. “ Central Bank Rate Adjustment ” means, for any day, for any Loan denominated in (a) Euro, a rate equal to the difference (which may be a positive or negative value or zero) of (i) the average of the EURIBOR Rate for the five most recent Business Days preceding such day for which the EURIBOR Screen Rate was available (excluding, from such averaging, the highest and the lowest EURIBOR Rate applicable during such period of five Business Days) minus (ii) the Central Bank Rate in respect of Euro in effect on the last Business Day in such period, and (b) any other Alternative Currency determined after the Closing Date, a Central Bank Rate Adjustment as determined by the Administrative Agent in its reasonable discretion and as consented to by the Borrower Representative. For purposes of this definition, (x) the term Central Bank Rate shall be determined disregarding clause (I)(B) of the definition of such term and (y) the EURIBOR Rate on any day shall be based on the EURIBOR Screen Rate, on such day at approximately the time referred to in the definition of such term for deposits in the applicable Agreed Currency for a maturity of one month. “ Change in Law ” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued; provided further that in the case of Taxes imposed with respect to any Recipient, such adoption, change, making or action described above shall have occurred after the date on which such Recipient becomes a party hereto. 15 “ Change of Control ” means an event by which: (i) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) other than any Significant Shareholder or any combination of Significant Shareholders becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934), directly or indirectly, of more than 50% of the equity securities of Holdco or the Parent Borrower entitled to vote for members of the board of directors or equivalent governing body of such Loan Party, measured by voting power rather than number of shares; (ii) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of Holdco and its Subsidiaries, or the Parent Borrower and its Subsidiaries, taken as a whole, to any “person” (as that term is used in Section 13(d) of the Securities Exchange Act of 1934) other than to Holdco or one of its Subsidiaries; (iii) the consummation of a so-called “going private/Rule 13e-3 Transaction” that results in any of the effects described in paragraph (a)(3) of Rule 13e-3 under the Securities Exchange Act of 1934 (or any successor provision) with respect to each class of common stock of Holdco, following which any Significant Shareholder or any combination of Significant Shareholders “beneficially own” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934), directly or indirectly, more than 50% of the outstanding equity securities of Holdco entitled to vote for members of the board of directors or equivalent governing body of Holdco measured by voting power rather than number of shares; or (iv) the adoption of a plan relating to the liquidation, dissolution or winding up of Holdco. Notwithstanding anything to the contrary in the foregoing, (x) no Permitted Holdco Reorganization, shall constitute or give rise to a Change of Control and (y) the Merger (upon its consummation) shall constitute a Change of Control. “ Closing Date ” means the first date all the conditions in Section 4.01 are satisfied (or waived in accordance with Section 11.01). “ CME ” means CME Group Benchmark Administration Limited. “ Code ” means the United States Internal Revenue Code of 1986, as amended. “ Collateral ” means all of the “ Collateral ” (or similar term) referred to in the Collateral Documents and all of the other property and assets that are or are required under the terms of this Agreement or the Collateral Documents to be subject to Liens in favor of the Collateral Agent for the benefit of the Secured Parties but excluding the Excluded Property or any similar term in any Collateral Document. “ Collateral Agent ” means JPM, acting through such of its Affiliates or branches as it may designate, in its capacity as collateral agent under any of the Loan Documents, or any successor collateral agent appointed pursuant to the Security Agreement. 16 “ Collateral Documents ” means, collectively, the Security Agreement, each Intellectual Property Security Agreement, each of the collateral assignments, Security Agreement Supplements, Intellectual Property Security Agreement Supplements, security agreements, pledge agreements or other similar agreements delivered to the Collateral Agent pursuant to Section 6.16 , Section 6.17 or Section 6.18 , as applicable, and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Collateral Agent for the benefit of the Secured Parties. “ Commitment ” means, as to any Lender, such Lender’s Initial Term Loan Commitments, Incremental Commitments, Extended Revolving Commitments and Specified Refinancing Revolving Commitments, as the context requires. “ Communication ” means this Agreement, any Loan Document and any document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to any Loan Document. “ Compliance Certificate ” means a certificate substantially in the form of Exhibit D or in any other form approved by the Administrative Agent and the Parent Borrower. “ Conforming Changes ” means, with respect to the use, administration of or any conventions associated with SOFR, Term SOFR, SONIA, EURIBOR or any proposed Successor Rate for an Agreed Currency, any conforming changes to the definitions of “Base Rate”, “SOFR”, “Term SOFR”, “SONIA”, “EURIBOR”, “Interest Period”, timing and frequency of determining rates and making payments of interest and other technical, administrative or operational matters (including, for the avoidance of doubt, the definitions of “Business Day” and “U.S. Government Securities Business Day”, timing of borrowing requests or prepayment, conversion or continuation notices and length of lookback periods) as may be appropriate, in the reasonable determination of the Administrative Agent (in consultation with the Parent Borrower), to reflect the adoption and implementation of such applicable rate(s) and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice for such Agreed Currency (or, if the Administrative Agent reasonably determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such rate for such Agreed Currency exists, in such other manner of administration as the Administrative Agent determines (in consultation with the Parent Borrower) is reasonably necessary in connection with the administration of this Agreement and any other Loan Document). “ consolidated ” or “ consolidated basis ” means, with respect to Holdco and its Restricted Subsidiaries, the consolidation of the accounts of each of the Restricted Subsidiaries with those of Holdco in accordance with GAAP. “ Consolidated EBITDA ” means, for any Measurement Period, for Holdco and its Restricted Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such period plus (a) the sum, without duplication and at the election of Holdco or the Parent Borrower, of (to the extent deducted in calculating such Consolidated Net Income , other than in respect of clauses (viii) , (ix) , (x) and (xii) below) the amounts of: (i) Consolidated Interest Charges for such period, (ii) the provision for Federal, state, local and foreign income taxes payable by Holdco and its Restricted Subsidiaries for such period, including penalties and interest related to such taxes, (iii) depreciation and amortization expense (other than Film Rights Amortization, but including (x) amortization expense from launch and representation rights and (y) amortization of capitalized fees related to any Permitted Securitization Financing) together with any impairment charges, asset write-offs or write-downs and “bad debt” expense, (iv) expenses related to long term incentive plans of Holdco and its Restricted Subsidiaries reducing such Consolidated Net Income which do not represent a cash item in such period, (v) amounts attributable to a minority interest in any Restricted Subsidiary of Holdco held by a Person (other than Holdco or another Restricted Subsidiary of 17 Holdco) which do not represent a cash item in such period, (vi) amounts attributable to losses in respect of equity interests in unconsolidated Persons which do not represent a cash item in such period, (vii) other non-recurring expenses or losses of Holdco and its Restricted Subsidiaries reducing such Consolidated Net Income which do not represent a cash item in such period or any future period, (viii) restructuring costs, charges or expenses of Holdco and its Restricted Subsidiaries for such period, whether or not classified as restructuring costs, charges or expenses under GAAP (including severance costs, integration costs, restructuring costs related to acquisitions and to closure, integration or consolidation of facilities, locations or new product (or new technology) or new services, facilities’ opening costs, team or key employee hirings, establishment of de novo teams, and other business optimization expenses, curtailments or modifications to pension and post-retirement employee benefit plans, retention or completion bonuses and any expense related to any reconstruction, de-commissioning or reconfiguration of fixed assets for alternate use and charges in connection with non-ordinary course product and intellectual property development), provided that the aggregate amount added back to Consolidated EBITDA pursuant to this clause (viii) , for such period shall not exceed 15% of Consolidated EBITDA (calculated after giving effect to the add back permitted pursuant to this clause (viii )) for such period ( provided that, for the avoidance of doubt, the foregoing cap will not limit, in any way, any addbacks to Consolidated EBITDA pursuant to clause (ix) , (x) or (xii) or any other sub-clause of this clause (a) ), (ix) costs, fees, charges and other amounts incurred in connection with the Transactions and any management, monitoring, consulting, transaction, advisory, investment banking, termination or similar fees and related indemnities and expenses, including payments to outside directors, incurred in connection with any of the Transactions and any other permitted acquisition or disposition, (x) pro forma adjustments, including pro forma “run rate” cost savings, operating expense reductions, operational improvements and cost synergies (in each case, net of amounts actually realized) (collectively, “ Expected Cost Savings ”) that are reasonably identifiable, factually supportable (or certified by a Responsible Officer of Holdco or the Parent Borrower in good faith) and projected by Holdco or the Parent Borrower in good faith as of the date Consolidated EBITDA is being calculated to result from actions that have been taken or with respect to which steps have been taken or are expected to be taken (in the good faith determination of such Person), in each case related to any acquisition (including the commencement of activities constituting a business line), combination, Investment, de novos, Disposition (including the termination or discontinuance of activities constituting a business line), operating improvement, restructuring, cost savings initiative, similar initiative (including the effect of arrangements or efficiencies from the shifting of production from one facility to another) and/or specified transaction, in each case undertaken prior to, on or after the Closing Date (any such operating improvement, restructuring, cost savings initiative, similar initiative or specified transaction, a “ Cost Saving Initiative ”) (in each case, calculated on a Pro Forma Basis as though such Expected Cost Savings and/or Cost Saving Initiative had been realized in full on the first day of such period), provided that the results of such Expected Cost Savings and/or Cost Saving Initiatives are projected by Holdco in good faith to result from actions that have been taken or with respect to which steps have been taken or are expected to be taken (in the good faith determination of such Person) within 24 months after the date of any such operating improvement, restructuring, cost savings initiative, similar initiative or specified transaction, provided further the aggregate amount added back to Consolidated EBITDA pursuant to this clause (x) for such period shall not exceed 30% of Consolidated EBITDA (calculated after giving effect to the add back permitted pursuant to this clause (x )) for such period ( provided that, for the avoidance of doubt, the foregoing cap will not limit, in any way, any addbacks to Consolidated EBITDA pursuant to clause (viii) , (ix) or (xii) or any other sub-clause of this clause (a) ), (xi) any increase in deferred revenue and (xii) without duplication of any item in the immediately preceding clause (viii) or (x) , any other adjustments, exclusions and add-backs consistent with Regulation S-X as in effect prior to January 1, 2021, or additions of the type reflected in any of identified in any quality of earnings analysis prepared by a “Big Four” accounting firm, or by any other independent certified public accountants of nationally recognized standing that is reasonably acceptable to the Administrative Agent) and delivered to the Administrative Agent (without regard to time or amounts) in connection with any acquisition of assets (including Equity Interests), business or Person, or any merger, amalgamation or consolidation of any Person with or into Holdco, the Parent Borrower or any Restricted 18 Subsidiary, or any other Investment, in each case that is permitted under this Agreement plus (b) the amount of expense, charge, loss or discount on sale of receivables, Securitization Assets and related assets to any Securitization Subsidiary in connection with a Permitted Securitization Financing, and minus (c) the following to the extent included in calculating such Consolidated Net Income: (i) Federal, state, local and foreign income tax credits of Holdco and its Restricted Subsidiaries for such period and (ii) non-recurring gains of Holdco and its Restricted Subsidiaries increasing such Consolidated Net Income which do not represent a cash item in such period or any future period. Notwithstanding the foregoing, for purposes of determining Consolidated EBITDA for any Measurement Period that includes any of the fiscal quarters ended June 30, 2025, September 30, 2025, December 31, 2025 and March 31, 2026, Consolidated EBITDA for such fiscal quarters shall be $2,000,000,000, $2,500,000,000, $2,200,000,000 and $2,200,000,000, as may be subject to add backs and adjustments (without duplication) pursuant to clauses (viii) , (ix) and (x) above (which, for the purposes of the four consecutive fiscal quarters ended March 31, 2026, shall be deemed to be $8,800,000,000) and Section 1.03(d) for the applicable Measurement Period. “ Consolidated First Lien Net Leverage Ratio ” means, as of any date of determination, the ratio of ( a ) Consolidated Net Indebtedness that is then secured by Liens on Collateral (other than (x) indebtedness secured by a lien ranking junior to or subordinated to the liens securing the Facilities (but, for the avoidance of doubt, not excluding other Consolidated Net Indebtedness secured by liens pari passu therewith) and (y) property or assets held in a defeasance or similar trust or arrangement for the benefit of the indebtedness secured thereby) (after giving effect to any applicable transactions (including any incurrence or discharge of Indebtedness and Liens and the use of proceeds thereof) on such date) to ( b ) Consolidated EBITDA for the Measurement Period then most recently ended on or prior to such date. “ Consolidated Funded Indebtedness ” means, as of any date of determination, for Holdco and its Restricted Subsidiaries on a consolidated basis, without duplication, the sum of (a) the outstanding principal amount of all obligations, whether current or long-term, for borrowed money (including Obligations hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments (net of cash or cash equivalents held on the balance sheet of Holdco and its Subsidiaries in respect of Pre-Funded Acquisition Debt), (b) all purchase money Indebtedness (other than, to the extent constituting purchase money Indebtedness, any obligations in respect of the deferred purchase price of property or services), (c) all direct obligations arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments (in each case, other than (i) commercial letters of credit in an aggregate face amount of not more than $22,500,000 and (ii) surety bonds in an aggregate face amount of not more than $22,500,000), to the extent drawn and not reimbursed within three Business Days, (d) Attributable Indebtedness in respect of Capital Leases and Synthetic Lease Obligations, (e) without duplication, all Guarantees with respect to outstanding Indebtedness of the types specified in clauses (a) through (d) above of Persons other than Holdco or any of its Restricted Subsidiaries, and (f) all Indebtedness of the types referred to in clauses (a) through (e) above of any partnership or joint venture (other than a joint venture that is itself a corporation, limited liability company or similar limited liability entity organized under the laws of a jurisdiction other than the United States or a state thereof) in which Holdco or any of its Restricted Subsidiaries is a general partner or joint venturer, unless such Indebtedness is expressly made non-recourse to Holdco or such Restricted Subsidiary; provided , that (x)(i) if the Parent Borrower or any Subsidiary delivers or causes to be delivered an irrevocable repayment or redemption notice that results in Indebtedness in the form of debt securities being due and payable in full not later than 30 days after such repayment or redemption notice has been delivered and deposits cash with or for the benefit of the trustee or holders of such Indebtedness to fund such repayment or redemption in full, then such Indebtedness shall be considered repaid or redeemed (it being understood that if any applicable deposit is returned and the corresponding Indebtedness is not repaid or redeemed, but remains outstanding, such Indebtedness shall no longer be considered repaid or redeemed), 19 and (ii) if Holdco or any of its Restricted Subsidiary commences a tender offer to repurchase Indebtedness (the “ Repurchased Indebtedness ”) and will be obligated to repurchase such Indebtedness for payment in full, together with accrued and unpaid interest thereon, after the satisfaction or waiver of any conditions of such tender offer, and in connection therewith issues Indebtedness in the form of debt securities (the “ New Indebtedness ”) the proceeds of which are to be used to repurchase the Repurchased Indebtedness within 30 days of issuance of such New Indebtedness (the “ Period ”), then to the extent, and solely so long as, Holdco or any of its Restricted Subsidiaries either holds the proceeds of such New Indebtedness in an escrow account with an independent escrow agent or deposits the proceeds of such New Indebtedness with or for the benefit of the trustee or holders of such Repurchased Indebtedness to fund the repurchase of such Repurchased Indebtedness, then, without duplication of any amounts excluded under clause (x)(i) above, the amount of such New Indebtedness shall be deemed for the purpose of this definition to be reduced by the amount of the proceeds thereof that are so held in escrow or with or for the benefit of the trustee or holders of such Repurchased Indebtedness (solely to the extent and for so long as so held, and not for the avoidance of doubt to the extent applied to repurchase the Repurchased Indebtedness or applied for any other purpose other than the repayment of the New Indebtedness); provided , that upon the end of the Period, the deemed reduction of the New Indebtedness described above shall no longer apply and (y) Consolidated Funded Indebtedness shall not include any obligations under or in respect of any Permitted Securitization Financing. “ Consolidated Interest Charges ” means, for any Measurement Period, for Holdco and its Restricted Subsidiaries on a consolidated basis, the sum of, without duplication (a) all interest, premium payments, debt discount, fees, charges and related expenses of Holdco and its Subsidiaries in connection with borrowed money (including capitalized interest), in each case to the extent treated as interest in accordance with GAAP, but excluding any interest, premium payments, debt discount, fees, charges and related expenses of Holdco and its Restricted Subsidiaries in connection with Pre-Funded Acquisition Debt, (b) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Permitted Securitization Financing and (c) the portion of rent expense of Holdco and its Restricted Subsidiaries with respect to such period under Capital Leases that is treated as interest in accordance with GAAP. “ Consolidated Interest Coverage Ratio ” means, as of any date of determination, the ratio of (a) Consolidated EBITDA for the Measurement Period then most recently ended on or prior to such date, to (b) Consolidated Interest Charges for such period. “ Consolidated Net Income ” means, for any Measurement Period, for Holdco and its Restricted Subsidiaries on a consolidated basis, the net income of Holdco and its Restricted Subsidiaries for that period; provided that, without duplication, there shall not be included in such Consolidated Net Income: (i) any net income (loss) of any Person if such Person is not Holdco, the Parent Borrower or a Restricted Subsidiary, except to the extent dividended or distributed in cash or Cash Equivalents to Holdco, the Parent Borrower or a Restricted Subsidiary (subject, in the case of a dividend or other distribution to a Restricted Subsidiary, to the limitations contained in clause (ii) below), (ii) solely for purposes of determining the amount available under clause (a) of the definition of “Available Amount” and Excess Cash Flow, any net income (loss) of any Restricted Subsidiary that is not a Borrower or a Subsidiary Guarantor if such Restricted Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of similar distributions by such Restricted Subsidiary, directly or indirectly, to Holdco or the Parent Borrower by operation of the terms of such Restricted Subsidiary’s charter or any agreement, instrument, judgment, decree, order, statute or governmental rule or regulation applicable to such Restricted Subsidiary or its stockholders (other than (x) restrictions that have been waived (or Holdco or the Parent Borrower reasonably believes such restrictions could be waived and is using commercially reasonable efforts to pursue such waiver) or otherwise released, (y) restrictions pursuant to this Agreement or the other Loan Documents and (z) restrictions in effect on the Closing Date 20 with respect to a Restricted Subsidiary and other restrictions with respect to such Restricted Subsidiary that taken as a whole are not materially less favorable to the Lenders than such restrictions in effect on the Closing Date as determined by Holdco or the Parent Borrower in good faith, which determination shall be conclusive), except that Holdco’s or the Parent Borrower’s equity in the net income of any such Restricted Subsidiary for such period shall be included in such Consolidated Net Income up to the aggregate amount of any dividend or distribution that was or that (as determined by Holdco or the Parent Borrower in good faith, which determination shall be conclusive) could have been made by such Restricted Subsidiary during such period to Holdco or the Parent Borrower or another Restricted Subsidiary (subject, in the case of a dividend that could have been made to another Restricted Subsidiary, to the limitation contained in this clause (ii) ), (iii) (x) any gain or loss realized upon the sale, abandonment or other disposition of any asset of Holdco, the Parent Borrower or any Restricted Subsidiary (including pursuant to any sale/leaseback transaction) that is not sold, abandoned or otherwise disposed of in the ordinary course of business (as determined by Holdco or the Parent Borrower in good faith, which determination shall be conclusive) and (y) any gain or loss realized upon the disposal, abandonment or discontinuation of operations of Holdco, the Parent Borrower or any Restricted Subsidiary, (iv) any extraordinary, unusual, nonrecurring, exceptional, special or infrequent gain, loss or charge and any other gain, loss or charge not in the ordinary course of business (as reasonably determined and calculated by Holdco or the Parent Borrower in good faith, which determination shall be conclusive) (including fees, expenses and charges (or any amortization thereof) associated with the Transactions, (v) any acquisition, merger, amalgamation or consolidation, whether or not completed), any severance, relocation, consolidation or the implementation of cost savings initiatives and any accruals or reserves in respect of any extraordinary, non-recurring, unusual, special or infrequent items, closing, integration, new product (or new technology) developments, introductions or implementations, office or facilities openings, new services lines, team or key employee hirings, establishment of de novo teams, business optimization and/or similar initiatives or programs, transition or restructuring costs, charges or expenses (whether or not classified as restructuring costs, charges or expenses on the consolidated financial statements of Holdco), any signing, stretch, retention or completion bonuses, special compensation charges, consulting fees, charges in connection with third-party advisory support to implement new accounting standards, executive recruiting costs, charges incurred in connection with strategic initiatives, any costs associated with curtailments or modifications to pension and post-retirement employee benefit plans, charges related to any reconstruction, decommissioning, recommissioning or reconfiguration of facilities and fixed assets for alternative uses, charges in connection with non-ordinary course product and intellectual property development, and charges related to obtaining and/or maintaining corporate credit and corporate family ratings and ratings in respect of any Indebtedness, in each case, from any rating agency, including Moody’s, S&P and Fitch, (vi) the cumulative effect of a change in accounting principles and changes as a result of the adoption or modification of accounting policies, (vii) all deferred financing costs written off and premiums paid in connection with any early extinguishment of Indebtedness or hedging obligations or other derivative instruments, (viii) any gains or losses in respect of Swap Contracts, (ix) any unrealized foreign currency translation or transaction gains or losses, including in respect of Indebtedness of any Person denominated in a currency other than the functional currency of such Person, 21 (x) any non-cash compensation charge arising from any grant of limited liability company interests, stock, stock options or other equity based awards and any income (loss) attributable to deferred compensation plans or trusts, (xi) [reserved], (xii) any non-cash charge, expense or other impact attributable to application of the purchase or recapitalization method of accounting (including (1) the total amount of depreciation and amortization, cost of sales or other non-cash expense resulting from the write-up of assets and (2) the total amount of written-down deferred revenue, to the extent resulting from such purchase or recapitalization accounting adjustments), non-cash charges for deferred tax valuation allowances or from remeasuring deferred tax assets and non-cash gains, losses, income and expenses resulting from fair value accounting required by the applicable standard under GAAP, (xiii) any impairment charge or asset write-off or write-down, including any charge or write-off or write-downs (1) related to goodwill and other intangible assets, long-lived assets or investments in debt and equity securities, and any amortization of intangibles, and (2) as a result of a change in law or regulation, (xiv) expenses related to the conversion of various employee benefit and equity programs in connection with the Transactions, any acquisition, merger, amalgamation or consolidation, and non-cash compensation related expenses, (xv) any fees and expenses (or amortization thereof), and any charges or costs, in connection with or related to any acquisition, merger, amalgamation, consolidation, Investment (including non-recurring costs to acquire equipment to the extent not capitalized in accordance with GAAP), Equity Interests Stock or other equity offering, dividend, distribution or other Restricted Payment, incurrence, discharge or refinancing of Indebtedness, or amendment or modification of any agreement or instrument relating to any Indebtedness (in each case, whether or not completed, consummated or Incurred, and including (1) any such transaction consummated prior to the Closing Date, (2) any offering or sale of Equity Interests of Holdco to the extent the proceeds thereof were contributed, or if not consummated, were intended to be contributed to the equity capital of Holdco, the Parent Borrower or any of their Restricted Subsidiaries and (3) any rating agency fees, consulting fees and other related expenses and/or letter of credit or similar fees), (xvi) to the extent covered by insurance and actually reimbursed (or Holdco or the Parent Borrower has determined that there exists reasonable evidence that such amount will be reimbursed by the insurer and such amount is not denied by the applicable insurer in writing within 180 days and is reimbursed within 365 days of the date of such evidence (with a deduction in any future calculation of Consolidated Net Income for any amount so added back to the extent not so reimbursed within such 365 day period)), any expenses, charges or losses with respect to liability or casualty events or business interruption, (xvii) any expenses, charges and losses in the form of earn-out obligations and contingent consideration obligations (including to the extent accounted for as performance and retention bonuses, compensation or otherwise) and adjustments thereof and purchase price adjustments, in each case paid in connection with any acquisition, merger, amalgamation or consolidation or Investment, (xviii) any expenses, charges, lost profits or losses, or reserves for liabilities to the extent that the Parent Borrower or any Restricted Subsidiary is entitled to indemnification, insurance, or other reimbursement provisions therefor under binding agreements and is actually reimbursed (or Holdco or the Parent Borrower has determined that there exists reasonable evidence that such amount will be reimbursed by the indemnifying party and such amount is not denied by the applicable indemnifying party in writing 22 (with a deduction in any future calculation of Consolidated Net Income for any amount so added back to the extent not so reimbursed)), (xix) any accruals and reserves established or adjusted in connection with the Transactions, any Investment, any acquisition, merger, amalgamation or consolidation that are established as a result of the Transactions, such Investment, such acquisition, merger, amalgamation or consolidation, in each case within 12 months of the applicable closing date and in accordance with GAAP, (xx) effects of adjustments to accruals and reserves established during a prior period attributable to any change in the methodology of calculating reserves for returns, rebates and other chargebacks (including government program rebates), (xxi) the amount of any deduction for minority interests and dividends, (xxii) any costs or expenses incurred during such period relating to environmental remediation, litigation, or other disputes in respect of events and exposures, and (xxiii) costs associated with, or in anticipation of, or preparation for, compliance with the requirements of the Sarbanes Oxley Act of 2002 and the rules and regulations promulgated in connection therewith and public company costs; provided , further , that the exclusion of any item pursuant to the foregoing clauses (i) through (xxiii) shall also exclude the tax impact of any such item (as determined by Holdco or the Parent Borrower in good faith, which determination shall be conclusive), if applicable. Notwithstanding the foregoing, for the purpose of clause (a) of the definition of “Available Amount” only, there shall be excluded from Consolidated Net Income, without duplication, any income consisting of dividends, repayments of loans or advances or other transfers of assets from Unrestricted Subsidiaries to Holdco the Parent Borrower or a Restricted Subsidiary, and any income consisting of return of capital, repayment or other proceeds from dispositions or repayments of Investments consisting of Restricted Payments, in each case to the extent such income would be included in Consolidated Net Income and such related dividends, repayments, transfers, return of capital or other proceeds are applied to increase the amount under clause (c) or (d) of the definition of “Available Amount”. “ Consolidated Net Indebtedness ” means, as of any date of determination, Consolidated Funded Indebtedness as of such date minus the Unrestricted Cash Amount. “ Consolidated Total Net Leverage Ratio ” means, as of any date of determination, the ratio of (a) Consolidated Net Indebtedness (after giving effect to any applicable transactions (including any incurrence or discharge of Indebtedness and Liens and the use of proceeds thereof) on such date) to (b) Consolidated EBITDA for the Measurement Period then most recently ended on or prior to such date. “ Consolidated Working Capital ” means, at any date, the excess of (a) the sum of all amounts (other than cash and Cash Equivalents) that are or would, in conformity with GAAP, be set forth opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet of Holdco at such date excluding the current portion of current and deferred income taxes over (b) the sum of all amounts that are or would, in conformity with GAAP, be set forth opposite the caption “total current liabilities” (or any like caption) on a consolidated balance sheet of Holdco on such date, including deferred revenue but excluding, without duplication, (i) the current portion of any Funded Debt, (ii) all Indebtedness consisting of Loans to the extent otherwise included therein, (iii) the current portion of interest and (iv) the current portion of current and deferred income taxes. 23 “ Contractual Obligation ” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound. “ Contribution Amounts ” means the aggregate amount of capital contributions or proceeds from the issuance or sale of Equity Interests applied by Holdco or the Parent Borrower to permit the incurrence of Contribution Indebtedness pursuant to Section 7.02(q) . “ Contribution Indebtedness ” means Indebtedness of Holdco, the Parent Borrower or any Restricted Subsidiary in an aggregate principal amount not greater than the aggregate amount of Net Cash Proceeds, or the Fair Market Value (as of the date of contribution, issuance or sale) of property or assets, received by Holdco, the Parent Borrower or such Restricted Subsidiary as capital contributions after the Closing Date or from the issuance or sale of Equity Interests of Holdco, the Parent Borrower or such Restricted Subsidiary (other than any Excluded Contributions, the proceeds from the issuance of Disqualified Equity Interests or contributions by Holdco) after the Closing Date; provided that such Contribution Indebtedness (a) is incurred within 180 days after the receipt thereof and (b) is so designated as Contribution Indebtedness pursuant to a certificate of a Responsible Officer of the Parent Borrower promptly following the date of incurrence thereof. “ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “ Controlling ” and “ Controlled ” have meanings correlative to the foregoing. “ Controlled Foreign Subsidiary ” means any Subsidiary of Holdco (or of any Subsidiary Guarantor) that is a “controlled foreign corporation” within the meaning of Section 957 of the Code. “ Cost Saving Initiative ” has the meaning specified in the definition of “Consolidated EBITDA”. “ Covered Entity ” has the meaning specified in Section 11.22(b) . “ Covered Party ” has the meaning specified in Section 11.22(a) . “ Credit Extension ” means each of the following: (a) as to any Lender, the making of an Initial Term Loan (excluding any Supplemental Term Loans being made under an Initial Term Facility), a Revolving Loan, a Swing Line Loan or an Incremental Revolving Loan (other than the initial extension of credit thereunder) and (b) with respect to any L/C Issuer, an L/C Credit Extension. “ Customary Term A Loans ” means any term loans that are syndicated primarily to Persons regulated as banks in the primary syndication thereof, that, when made, have scheduled amortization of at least 2.5% per year prior to maturity, and that contain other provisions otherwise customary for “term A loans,” as reasonably determined by the Parent Borrower in good faith. “ Daily Simple SOFR ” means, for any day (a “ SOFR Rate Day ”), a rate per annum equal to SOFR for such day; provided, that if such SOFR Rate Day is not a Business Day, Daily Simple SOFR shall mean the rate per annum equal to SOFR for the Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by on the Federal Reserve Bank of New York’s website (or any successor source). Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Parent Borrower. If by the Reference Time on a Business Day the secured overnight financing rate is not published on the Federal Reserve Bank of New York’s website (or any successor source) and a Replacement Date with respect to Daily Simple SOFR has not occurred, then Daily Simple SOFR for the applicable SOFR Rate Date shall 24 be SOFR for the Business Day first preceding such SOFR Rate Day for which the secured overnight financing rate was published on the on the Federal Reserve Bank of New York’s website (or any successor source). “ DCL ” means Discovery Communications, LLC, a Delaware limited liability company, and any successor in interest thereto. “ Debtor Relief Laws ” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, judicial management or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect. “ Declined Amounts ” means the sum of (x) the Term Loan Declined Amounts and (y) the amount of Excess Cash Flow and Net Available Cash of any Asset Disposition offered (to the extent Holdco, the Parent Borrower or any Restricted Subsidiary is required by the terms thereof) to prepay, repay or purchase other Indebtedness that is secured by the Collateral on a pari passu basis with the Obligations hereunder and which the holders of such Indebtedness decline to accept pursuant to terms equivalent to Section 2.05(b)(vi) (as determined by the Borrower Representative in good faith, which determination shall be conclusive). “ Default ” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default. “ Default Rate ” means (a) when used with respect to Obligations other than Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2% per annum; provided , however , that with respect to a Term SOFR Loan, Alternative Currency Term Rate Loan or Alternative Currency Daily Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2% per annum, and (b) when used with respect to Letter of Credit Fees, a rate equal to the Applicable Rate plus 2% per annum. “ Defaulting Lender ” means, subject to Section 2.17 , any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder, or (ii) pay to the Administrative Agent, any L/C Issuer, the applicable Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swing Line Loans) within two Business Days of the date when due, (b) has notified the Parent Borrower, the Administrative Agent, any L/C Issuer or the applicable Swing Line Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s good faith determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Parent Borrower, to confirm in writing to the Administrative Agent and the Parent Borrower that it will comply with its prospective funding obligations hereunder ( provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Parent Borrower), or (d) has, or has a direct or indirect parent company that has, other than via an Undisclosed Administration (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, judicial manager, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a 25 capacity, or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.17(b) ) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Parent Borrower, each L/C Issuer, the applicable Swing Line Lender and each other Lender promptly following such determination. For purposes of this definition, “ Undisclosed Administration ” means, in relation to a Lender or its direct or indirect parent company, the appointment of a receiver, conservator, trustee, administrator, custodian or other similar official by a supervisory authority or regulator under or based on the law in the country where such Lender or such parent company is subject to home jurisdiction, if applicable law requires that such appointment not be publicly disclosed. “ Designation Date ” has the meaning specified in Section 2.18(f) . “ Designated Jurisdiction ” means any country or territory to the extent that such country or territory itself is targeted by any comprehensive Sanctions (including, as of the Closing Date, Cuba, Iran, North Korea, the Crimea region of Ukraine, the so-called Luhansk People’s Republic, the so-called Donetsk People’s Republic and the non-government controlled Zaporizhzhia and Kherson regions of Ukraine). “ Designated Non-Cash Consideration ” means the Fair Market Value of non-cash consideration received by Holdco, the Parent Borrower or any of their Restricted Subsidiaries in connection with an Asset Sale made pursuant to Section 7.04(b) that is designated as “Designated Non-Cash Consideration” on the date received less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-Cash Consideration. A particular item of Designated Non-Cash Consideration will no longer be considered to be outstanding when and to the extent it has been paid, redeemed or otherwise retired or sold or otherwise disposed of, in each case, in or for cash (and only to the extent of the cash so received) and in compliance with Section 7.03(b) . “ Designated Preferred Equity Interests ” means Preferred Equity Interests of Holdco that is issued after the Closing Date for cash and is so designated as Designated Preferred Equity Interests, pursuant to a certificate of a Responsible Officer of the Borrower Representative; provided that the cash proceeds of such issuance shall be excluded from the calculation set forth in clause (b) of the definition of “Available Amount”. “ Designated Subsidiary Borrower ” means, in respect of a Facility, each wholly-owned Domestic Subsidiary of Holdco or the Parent Borrower party hereto pursuant to Section 2.14 that is designated as a borrower under such Facility, and any successor in interest thereto. “ Designated Subsidiary Borrower Notice ” has the meaning specified in Section 2.14 . “ Designated Subsidiary Borrower Request and Assumption Agreement ” has the meaning specified in Section 2.14. “ Discount Prepayment Accepting Lender ” has the meaning specified in Section 2.05(c)(ii)(2) . 26 “ Discount Range ” has the meaning specified in Section 2.05(c)(iii)(1) . “ Discount Range Prepayment Amount ” has the meaning specified in Section 2.05(c)(iii)(1) . “ Discount Range Prepayment Notice ” means a written notice of the Borrower Solicitation of Discount Range Prepayment Offers made pursuant to Section 2.05(c)(iii) substantially in the form of Exhibit O hereto. “ Discount Range Prepayment Offer ” means the irrevocable written offer by a Lender, substantially in the form of Exhibit P hereto, submitted in response to an invitation to submit offers following the Administrative Agent’s receipt of a Discount Range Prepayment Notice. “ Discount Range Prepayment Response Date ” has the meaning specified in Section 2.05(c)(iii)(1) . “ Discount Range Proration ” has the meaning specified in Section 2.05(c)(iii)(3) . “ Discounted Prepayment Determination Date ” has the meaning specified in Section 2.05(c)(iv)(3) . “ Discounted Prepayment Effective Date ” means, in the case of a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers, or otherwise, the date that is five Business Days following the receipt by each relevant Lender of notice from the Administrative Agent in accordance with Section 2.05(c)(ii) , Section 2.05(c)(iii) or Section 2.05(c)(iv) , as applicable unless a shorter period is agreed to between the Borrower Representative and the Administrative Agent. “ Discounted Term Loan Prepayment ” has the meaning specified in Section 2.05(c)(i) . “ Discretionary Guarantor ” means any Restricted Subsidiary that is an Excluded Subsidiary but that the Parent Borrower elects to cause to become a Subsidiary Guarantor in its sole discretion; provided that if such Subsidiary is a Foreign Subsidiary, the jurisdiction or organization of such Subsidiary shall be reasonably satisfactory to the Administrative Agent. “ Disposition ” or “ Dispose ” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith and any issuance or sale of Equity Interests. “ Disqualified Equity Interests ” means, with respect to any Person, any Equity Interest of such Person that, by its terms (or by the terms of any security into which it is convertible or for which it is puttable, redeemable or exchangeable), in each case, at the option of the holder thereof or upon the happening of any event: (1) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (other than as a result of a change of control, asset sale or similar event), (2) is convertible or exchangeable for Indebtedness or Disqualified Equity Interests, or (3) is redeemable at the option of the holder thereof, in whole or in part, in each case prior to the date that is 91 days after the then latest Maturity Date; provided that only the portion of Equity Interests that so matures or is mandatorily redeemable, is so convertible or 27 exchangeable or is so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Equity Interests; provided , further , that any Equity Interests held by any future, current or former employee, director, officer, member of management, independent contractor or consultant of Holdco or any of its Subsidiaries pursuant to any management, shareholder, director or employee equity plan, any stock option plan or any other management or employee benefit plan or agreement shall not constitute Disqualified Equity Interests solely because it may be required to be repurchased by Holdco or any of its Subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s, director’s, officer’s, management member’s, independent contractor’s or consultant’s termination of employment or service, as applicable, death or disability; provided , further , that any class of Equity Interests of such Person that by its terms authorizes such Person to satisfy its obligations thereunder by delivery of Equity Interests of Holdco that are not Disqualified Equity Interests shall not be deemed to be Disqualified Equity Interests. “ Disqualified Institution ” means (i) any Persons identified by the Parent Borrower in writing to the Administrative Agent after the Closing Date, with the consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed) and (ii) any competitors of Holdco and its Subsidiaries identified by the Parent Borrower from time to time as a “Disqualified Institution” by written notice to the Administrative Agent (or any affiliates of such competitors to the extent such affiliates are reasonably identifiable as affiliates solely on the basis of the name thereof); provided that any additional designation, modification or deletion permitted by the foregoing (i) shall not apply retroactively to any prior assignment or participation or any pending assignment or participation (a “pending trade”) to the extent such assignment, participation interest or pending trade was acquired by a party that was not a Disqualified Institution at the time of such assignment, participation or pending trade, as the case may be, (ii) shall be delivered via email to JPMDQ_Contact@jpmorgan.com or such other address as the Administrative Agent may designate from time to time (such address, the “ Notice Email Address ”), and (iii) shall not become effective until three Business Days (or such shorter period as agreed to by the Administrative Agent and the Parent Borrower) after notice of such additional designation, modification or deletion by the Parent Borrower is furnished to the Administrative Agent at the Notice Email Address. “ Dollar ” and “ $ ” mean lawful money of the United States. “ Dollar Equivalent ” means, for any amount, at the time of determination thereof, (a) if such amount is expressed in Dollars, such amount, and (b) if such amount is expressed in an Alternative Currency, the equivalent of such amount in Dollars as determined by the Administrative Agent or an L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Dollars with such Alternative Currency. “ Domestic Subsidiary ” means any Restricted Subsidiary that is organized under the laws of any political subdivision of the United States that is not a Foreign Subsidiary. “ Earlier Maturity Date Basket ” means an amount equal to the greater of (x) $4,400,000,000 and (y) 50.0% of Consolidated EBITDA as of the last day of the most recently ended Measurement Period. “ ECF Acquisition ” has the meaning specified in clause (a)(iii) of the definition of “Excess Cash Flow”. “ ECF Disposition ” has the meaning specified in clause (a)(iii) of the definition of “Excess Cash Flow”. “ ECF Payment Date” has the meaning specified in Section 2.05(b)(i) . 28 “ ECF Prepayment Amount ” has the meaning specified in Section 2.05(b)(i) . “ 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 financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent. “ 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. “ Electronic Copy ” shall have the meaning specified in Section 11.17 . “ Electronic Record ” and “ Electronic Signature ” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time. “…

Document text

EX-10.1 · d11897dex101.htm

EX-10.1
 2
 d11897dex101.htm
 EX-10.1

 Exhibit 10.1

 Execution Version

 FIRST LIEN CREDIT AGREEMENT

 dated as of June 4, 2026

 among
 WARNER BROS. DISCOVERY,
INC.
 as Holdco,
 DISCOVERY
GLOBAL HOLDINGS, INC.
 as Parent Borrower,

 THE DESIGNATED SUBSIDIARY BORROWERS

 FROM TIME TO TIME PARTY HERETO,

 THE LENDERS
 FROM TIME TO TIME
PARTY HERETO,
 JPMORGAN CHASE BANK, N.A.,

 as U.S. Administrative Agent and Collateral Agent,

 and
 J.P. MORGAN SE,

 as Non-U.S. Administrative Agent

 JPMORGAN CHASE BANK, N.A., BARCLAYS BANK PLC, BNP PARIBAS SECURITIES CORP.,

 DEUTSCHE BANK SECURITIES INC., NATWEST MARKETS PLC, RBC CAPITAL MARKETS 1 ,

 UBS SECURITIES LLC and WELLS FARGO SECURITIES, LLC,

 as Co-Syndication Agents,

 PNC CAPITAL MARKETS LLC, BANCO SANTANDER, S.A., NEW YORK BRANCH, SOCI&Eacute;T&Eacute;

 G&Eacute;N&Eacute;RALE, TD SECURITIES (USA) LLC, MUFG BANK, LTD., FIFTH THIRD BANK,

 NATIONAL ASSOCIATION and ING CAPITAL LLC,

 as Co-Documentation Agents,

 and
 JPMORGAN CHASE BANK, N.A.,
BARCLAYS BANK PLC, BNP PARIBAS SECURITIES CORP.,
 DEUTSCHE BANK SECURITIES INC., NATWEST MARKETS PLC, RBC CAPITAL MARKETS,

 UBS SECURITIES LLC, WELLS FARGO SECURITIES, LLC and GOLDMAN SACHS BANK USA,

 as Joint Lead Arrangers and Joint Bookrunners

 1
 RBC Capital Markets is a brand name for the capital markets business of Royal Bank of Canada and its
affiliates.

 TABLE OF CONTENTS

 Page

 ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS

 1

 1.01

 Defined Terms

 1

 1.02

 Other Interpretive Provisions

 73

 1.03

 Accounting Terms

 75

 1.04

 Rounding

 78

 1.05

 Exchange Rates; Currency Equivalents

 78

 1.06

 Additional Alternative Currencies

 79

 1.07

 Change of Currency

 80

 1.08

 Times of Day

 80

 1.09

 Letter of Credit Amounts

 80

 1.10

 Interest Rates

 81

 1.11

 Borrower Representative

 81

 1.12

 Representations and Warranties

 81

 1.13

 Cashless Rollover

 81

 ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS

 82

 2.01

 Commitments

 82

 2.02

 Borrowings, Conversions and Continuations of Loans

 82

 2.03

 Letters of Credit

 84

 2.04

 Swing Line Loans

 92

 2.05

 Prepayments

 95

 2.06

 Termination or Reduction of Commitments

 108

 2.07

 Repayment of Loans

 109

 2.08

 Interest

 110

 2.09

 Fees

 110

 2.10

 Computation of Interest and Fees

 111

 2.11

 Evidence of Debt

 111

 2.12

 Payments Generally; Administrative Agent’s Clawback

 112

 2.13

 Sharing of Payments by Lenders

 114

 2.14

 Designated Subsidiary Borrowers

 115

 2.15

 Incremental Facilities

 116

 2.16

 Cash Collateral

 119

 2.17

 Defaulting Lenders

 120

 2.18

 Extension Of Term Loans and Revolving Commitments

 122

 2.19

 Specified Refinancing Facilities

 126

 2.20

 Permitted Debt Exchanges

 128

 ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY

 130

 3.01

 Taxes

 130

 3.02

 Illegality

 135

 3.03

 Inability to Determine Rates

 136

 3.04

 Increased Costs

 140

 3.05

 Compensation for Losses

 141

 3.06

 Mitigation Obligations; Replacement of Lenders

 142

 3.07

 Survival

 143

 i

 TABLE OF CONTENTS

 (continued)

 Page

 ARTICLE IV. CONDITIONS TO CLOSING DATE

 143

 4.01

 Conditions to Closing Date

 143

 4.02

 Conditions to all Credit Extensions

 144

 ARTICLE V. REPRESENTATIONS AND WARRANTIES

 145

 5.01

 Existence, Qualification and Power

 145

 5.02

 Authorization; No Contravention

 145

 5.03

 Governmental Authorization; Other Consents

 145

 5.04

 Binding Effect

 146

 5.05

 Financial Statements; No Material Adverse Effect

 146

 5.06

 Litigation

 146

 5.07

 No Default

 147

 5.08

 Ownership of Property; Liens

 147

 5.09

 Environmental Compliance

 147

 5.10

 Taxes

 147

 5.11

 ERISA Compliance

 147

 5.12

 Subsidiaries; Joint Ventures

 148

 5.13

 Margin Regulations; Investment Company Act

 148

 5.14

 Disclosure

 148

 5.15

 Compliance with Laws

 149

 5.16

 Sanctions Restrictions

 149

 5.17

 [Reserved]

 149

 5.18

 Anti-Corruption Laws

 149

 5.19

 Affected Financial Institutions

 149

 5.20

 Covered Entities

 149

 5.21

 Use of Proceeds

 149

 5.22

 Perfection, Etc.

 149

 ARTICLE VI. AFFIRMATIVE COVENANTS

 150

 6.01

 Financial Statements

 150

 6.02

 Certificates; Other Information

 151

 6.03

 Notices

 153

 6.04

 Payment of Tax Obligations

 153

 6.05

 Preservation of Existence, Etc.

 153

 6.06

 Maintenance of Properties

 153

 6.07

 Maintenance of Insurance

 154

 6.08

 Compliance with Laws

 154

 6.09

 Books and Records

 154

 6.10

 Inspection Rights

 154

 6.11

 Use of Proceeds

 155

 6.12

 [Reserved]

 155

 6.13

 Sanctions

 155

 6.14

 Anti-Corruption Laws

 155

 6.15

 Additional Guarantors

 155

 6.16

 Covenant to Guarantee Obligations and Give Security

 155

 6.17

 Further Assurances

 156

 6.18

 Post Closing Obligations

 157

 ii

 TABLE OF CONTENTS

 (continued)

 Page

 6.19

 Ratings

 157

 6.20

 Additional Initial Term Loan Covenants

 157

 ARTICLE VII. NEGATIVE COVENANTS

 158

 7.01

 Liens

 158

 7.02

 Indebtedness

 163

 7.03

 Fundamental Changes; Asset Sale

 168

 7.04

 Transactions with Affiliates

 171

 7.05

 Use of Proceeds

 172

 7.06

 [Reserved]

 172

 7.07

 Restricted Payments

 172

 7.08

 Burdensome Agreements

 176

 7.09

 Sanctions Restrictions

 178

 7.10

 Anti-Corruption Laws

 178

 ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES

 178

 8.01

 Events of Default

 178

 8.02

 Remedies Upon Event of Default

 181

 8.03

 Application of Funds

 182

 ARTICLE IX. ADMINISTRATIVE AGENT AND OTHER AGENTS

 183

 9.01

 Appointment and Authority

 183

 9.02

 Rights as a Lender

 184

 9.03

 Exculpatory Provisions

 185

 9.04

 Reliance by Administrative Agent

 186

 9.05

 Delegation of Duties

 186

 9.06

 Resignation of Administrative Agent

 186

 9.07

 Non-Reliance on the Administrative Agent, the Agents, the
Arrangers and the Other Lenders

 188

 9.08

 No Other Duties, Etc.

 189

 9.09

 Administrative Agent May File Proofs of Claim

 189

 9.10

 Collateral and Guaranty Matters; Intercreditor Matters

 190

 9.11

 Certain ERISA Matters

 192

 9.12

 Recovery of Erroneous Payments

 193

 9.13

 Credit Bidding

 194

 9.14

 Secured Cash Management Agreements and Secured Hedge Agreements

 195

 ARTICLE X. [RESERVED]

 196

 ARTICLE XI. MISCELLANEOUS

 196

 11.01

 Amendments, Etc.

 196

 11.02

 Notices; Effectiveness; Electronic Communication

 200

 11.03

 No Waiver; Cumulative Remedies; Enforcement

 203

 11.04

 Expenses; Indemnity; Damage Waiver

 203

 11.05

 Payments Set Aside

 205

 11.06

 Successors and Assigns

 206

 11.07

 Treatment of Certain Information; Confidentiality

 212

 11.08

 Right of Setoff

 213

 iii

 TABLE OF CONTENTS

 (continued)

 Page

 11.09

 Interest Rate Limitation

 213

 11.10

 Integration; Effectiveness

 214

 11.11

 Survival of Representations and Warranties

 214

 11.12

 Severability

 214

 11.13

 Replacement of Lenders

 214

 11.14

 Governing Law; Jurisdiction; Etc.

 215

 11.15

 Waiver of Jury Trial

 216

 11.16

 No Advisory or Fiduciary Responsibility

 217

 11.17

 Electronic Execution; Electronic Records; Counterparts

 217

 11.18

 USA PATRIOT Act

 218

 11.19

 Judgment Currency

 218

 11.20

 Acknowledgement and Consent to Bail-In of Affected
Financial Institutions

 219

 11.21

 ENTIRE AGREEMENT

 219

 11.22

 Acknowledgement Regarding Any Supported QFCs

 219

 11.23

 Permitted Holdco Reorganization

 220

 iv

 SCHEDULES

 SCHEDULES

 2.01

 Commitments and Applicable Percentages

 2.01A

 Initial Subsidiary Guarantors

 5.11

 Pension Plans

 5.12

 Joint Ventures

 6.16

 Initial Intellectual Property Collateral

 6.18

 Post Closing Obligations

 7.01

 Existing Liens

 7.02

 Existing Indebtedness

 7.07

 Existing Investments

 11.02

 Administrative Agent’s Office; Certain Addresses for Notices

 EXHIBITS

 Form of

 A

 Loan Notice

 B

 Swing Line Loan Notice

 C-1

 Term Loan Note

 C-2

 Revolving Loan Note

 C-3

 Swing Line Note

 D

 Compliance Certificate

 E

 Assignment and Assumption

 F

 Designated Subsidiary Borrower Request and Assumption Agreement

 G

 Designated Subsidiary Borrower Notice

 H

 U.S. Tax Compliance Certificates

 I-1

 Increase Supplement

 I-2

 Lender Joinder Agreement

 J-1

 [Reserved]

 J-2

 [Reserved]

 K-1

 Holdco Guaranty

 K-2

 Subsidiary Guaranty

 L

 Security Agreement

 M

 Solvency Certificate

 N

 Acceptance and Prepayment Notice

 O

 Discount Range Prepayment Notice

 P

 Form of Discount Range Prepayment Offer

 Q

 Form of Solicited Discounted Prepayment Notice

 R

 Form of Solicited Discounted Prepayment Offer

 S

 Form of Specified Discount Prepayment Notice

 T

 Form of Specified Discount Prepayment Response

 v

 FIRST LIEN CREDIT AGREEMENT

 This FIRST LIEN CREDIT AGREEMENT (as further defined in Section 1.01 , this
“ Agreement ”) is entered into as of June 4, 2026, among WARNER BROS. DISCOVERY, INC., a Delaware corporation (as further defined in Section 1.01 , “ Holdco ”), DISCOVERY GLOBAL
HOLDINGS, INC., a Delaware corporation (formerly known as WarnerMedia Holdings, Inc.) (as further defined in Section 1.01 , the “ Parent Borrower ”), the Designated Subsidiary Borrowers (as defined in
 Section 1.01 ) from time to time party hereto (the Designated Subsidiary Borrowers, together with the Parent Borrower, the “ Borrowers ” and, each a “ Borrower ”), the several banks and
other financial institutions from time to time party hereto (as further defined in Section 1.01 , collectively, the “ Lenders ” and individually, a “ Lender ”), JPMORGAN CHASE BANK, N.A., as
U.S. Administrative Agent and Collateral Agent (each as defined in Section 1.01 ) and J.P. MORGAN SE, as Non-U.S. Administrative Agent (as defined in
 Section 1.01 and, together with the U.S. Administrative Agent, as further defined in Section 1.01 , the “ Administrative Agent ”).

 The applicable Borrowers have requested that the applicable Lenders agree to provide Initial Dollar Term Commitments in an
original aggregate principal amount of $13,000,000,000 and Initial Euro Term Commitments in an original aggregate principal amount of 1,717,000,000, and the Lenders are willing to do so on the terms and subject to the conditions set forth
herein.
 In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree
as follows:
 ARTICLE I.

 DEFINITIONS AND ACCOUNTING TERMS

 1.01 Defined Terms . As used in this Agreement, the following terms shall have the meanings set forth
below:
 “ Acceptable Discount ” has the meaning specified in
 Section 2.05(c)(iv)(2) .
 “ Acceptable Prepayment Amount ” has the meaning
specified in Section 2.05(c)(iv)(3) .
 “ Acceptance and Prepayment Notice ”
means a written notice from the Borrower Representative setting forth the Acceptable Discount pursuant to Section 2.05(c)(iv)(2) substantially in the form of Exhibit N hereto.

 “ Acceptance Date ” has the meaning specified in Section 2.05(c)(iv)(2) .

 “ Acquired Indebtedness ” means Indebtedness of a Person (i) existing at the time such Person becomes a
Subsidiary or (ii) assumed in connection with the acquisition of assets from such Person, in each case other than Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or such acquisition of assets.
Acquired Indebtedness shall be deemed to be incurred on the date of the related acquisition of assets from any Person or the date the acquired Person becomes a Subsidiary.

 “ Act ” has the meaning specified in Section 11.18 .

 “ Additional Assets ” means (i) any property or assets that replace the property or assets that are the
subject of an Asset Sale, (ii) any property or assets (other than Indebtedness and Equity Interests) used or to be used by Holdco, the Parent Borrower or a Restricted Subsidiary or otherwise useful in a Related Business, and any capital
expenditures in respect of any property or assets already so used, (iii) the Equity Interests of a Person that is engaged in a Related Business and becomes a Restricted Subsidiary as a result

 1

of the acquisition of such Equity Interests by Holdco, the Parent Borrower or another Restricted Subsidiary, or (iv) Equity Interests of any Person that at such time is a Restricted
Subsidiary engaged in a Related Business acquired from a third party.
 “ Additional Incremental Lender ”
has the meaning specified in Section 2.15(b) .
 “ Additional Indebtedness ” has
the meaning specified in the Pari Passu Intercreditor Agreement, any Junior Lien Intercreditor Agreement or any Other Intercreditor Agreement, as applicable.

 “ Additional Letter of Credit Facility ” means any facility incurred or established by Holdco, the Parent
Borrower and/or any Restricted Subsidiary outside of this Agreement to obtain letters of credit, bank guarantees, bankers’ acceptances or other similar instruments required by customers, suppliers, landlords, regulators or Governmental
Authorities or otherwise in the ordinary course of business.
 “ Additional Obligations ” means senior or
subordinated Indebtedness (which Indebtedness may be (x) secured by a Lien ranking pari passu with the Lien securing the Obligations hereunder, (y) secured by a Lien ranking junior to the Lien securing the Obligations hereunder or
(z) unsecured), including customary bridge financings, in each case issued or incurred by a Borrower, a Guarantor or an Escrow Subsidiary, the terms of which Indebtedness (i) (x) other than in the case of any Indebtedness under any
revolving credit facility, do not provide for a maturity date or weighted average life to maturity earlier than the Initial Term Loan Maturity Date or shorter than the remaining weighted average life to maturity of the Initial Term Loans, as the
case may be (other than an earlier maturity date and/or shorter weighted average life to maturity (1) for customary bridge financings, which, subject to customary conditions (as determined by the Borrower Representative in good faith, which
determination shall be conclusive), would either be automatically converted into or required to be exchanged for permanent financing which does not provide for an earlier maturity date or a shorter weighted average life to maturity than the Initial
Term Loan Maturity Date or the remaining weighted average life to maturity of the Initial Dollar Term Loans, as applicable, (2) pursuant to an escrow or similar arrangement with respect to the proceeds of such Additional Obligation, (3) of
Additional Obligations in an aggregate principal amount at any time outstanding (together with the aggregate principal amount of any Refinancing Indebtedness and Indebtedness under any Incremental Commitments, any applicable Extended Tranche and any
Specified Refinancing Facility, in each case outstanding under the Earlier Maturity Date Basket) not in excess of the Earlier Maturity Date Basket, (4) arising on account of any mandatory principal redemption or payment by the Borrower
Representative or any Restricted Subsidiary pursuant to an “AHYDO saver” provision, and the Borrower Representative’s determination in good faith (which determination shall be conclusive) of the amount of any such “AHYDO
saver” mandatory principal redemption or prepayment shall be conclusive and binding for all purposes under this Agreement) or (5) Customary Term A Loans, or (y) in the case of any Indebtedness under any revolving credit facility, do
not provide for a maturity date earlier than the Stated Maturity of the Revolving Commitments then in effect (other than an earlier maturity date of Additional Obligations in an aggregate principal amount at any time outstanding (together with the
aggregate principal amount of any Refinancing Indebtedness and Indebtedness under any Incremental Commitments, any applicable Extended Tranche and any Specified Refinancing Facility, in each case outstanding under the Earlier Maturity Date Basket)
not in excess of the Earlier Maturity Date Basket) and (ii) to the extent such Indebtedness is subordinated, provide for customary payment subordination to the Obligations (as determined by the Borrower Representative in good faith, which
determination shall be conclusive); provided that (a) other than with respect to proceeds of such Additional Obligations which are subject to an escrow or similar arrangement and any related deposit of cash and/or Cash Equivalents to
cover interest and premium in respect of such Additional Obligations, such Indebtedness shall not be secured by any Lien on any asset of any Loan Party that does not also secure the Obligations, or be guaranteed by any Person other than the Loan
Parties (it being understood that the primary obligation of an Escrow Subsidiary shall not constitute a guarantee by a Person other than a Loan Party) and (b) if secured by Collateral, such Indebtedness (and all related Indebtedness

 2

Obligations) shall be subject to the terms of the Pari Passu Intercreditor Agreement, Junior Lien Intercreditor Agreement and/or an Other Intercreditor Agreement, as applicable.

 “ Additional Obligations Documents ” means any document or instrument (including any guarantee, security
agreement or mortgage and which may include any or all of the Loan Documents) issued or executed and delivered by any Loan Party or Escrow Subsidiary with respect to any Additional Obligations or Letter of Credit Facilities.

 “ Additional Specified Refinancing Lender ” has the meaning specified in
 Section 2.19(b) .
 “ Administrative Agent ” means (x) solely with respect
to the Initial Euro Term Loans, the Non-U.S. Administrative Agent and (y) for all other purposes, the U.S. Administrative Agent; provided , that notwithstanding anything to the contrary herein and
for all purposes in this Agreement or any other Loan Document, (i) if any item (including any document or term) is required to be satisfied or any action is required to be taken by the terms of this Agreement or any other Loan Document by the
Parent Borrower or any other Loan Party in respect of either Administrative Agent or both Administrative Agents (including, for the avoidance of doubt, any such item or action that relates to one or more Tranches of Loans and/or Commitments other
than the Initial Euro Term Loans), such item (including any document or term) shall be deemed to have been satisfied and such action shall be deemed to have been taken if the Parent Borrower or any other Loan Party has satisfied such item (including
any document or term) and/or taken such action with respect to the U.S. Administrative Agent, (ii) if any notice, certificate or other document or information is required to be delivered by the terms of this Agreement or any other Loan Document
to either Administrative Agent or both Administrative Agents, then such notice, certificate or other document or information shall be deemed to have been delivered if the Parent Borrower or any other Loan Party has made such delivery to the U.S.
Administrative Agent and (iii) any amendment, waiver, consent or other modification in connection with this Agreement or the other Loan Documents that is agreed to by the U.S. Administrative Agent, in its capacity as Administrative Agent, shall
be deemed to be also agreed to by the Non-U.S. Administrative Agent; provided , further , it is hereby acknowledged and agreed by the Non-U.S. Administrative
Agent and the Parent Borrower that the Joinder (as defined in the Security Agreement) delivered pursuant to Section 4.01(a)(i) hereof shall be executed by the U.S. Administrative Agent on behalf of both Administrative
Agents.
 “ Administrative Agent ’ s Office ” means the Administrative Agent’s
address and, as appropriate, account as set forth on Schedule 11.02 or such other address or account in the United States as the Administrative Agent may from time to time notify to the Borrower Representative and the Lenders.

 “ Administrative Questionnaire ” means an administrative questionnaire in such form supplied by the
Administrative Agent from time to time.
 “ Affected Financial Institution ” means (a) any EEA
Financial Institution or (b) any UK Financial Institution.
 “ Affiliate ” means, with respect to any
Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

 “ Agent Fee Letter ” means that certain Administrative Agent Fee Letter, dated as of the Closing Date, among
the Parent Borrower and the Administrative Agent (as amended, supplemented or otherwise modified from time to time).

 “ Agents ” means, collectively, the Administrative Agent and the Collateral Agent.

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 “ Aggregate Commitments ” means the Commitments of all the
Lenders.
 “ Aggregate Initial Dollar Term Commitments ” has the meaning specified in the definition of
“Initial Dollar Term Commitment”.
 “ Aggregate Initial Euro Term Commitments ” has the
meaning specified in the definition of “Initial Euro Term Commitment”.
 “ Aggregate Initial Term
Commitments ” has the meaning specified in the definition of “Initial Term Commitment”.

 “ Aggregate Revolving Commitments ” means, collectively, all of the Lenders’ Revolving Commitments.

 “ Aggregate Revolving Outstandings ” means the aggregate Outstanding Amount of all Revolving Loans,
Swing Line Loans and L/C Obligations of all Revolving Lenders.
 “ Aggregate Total Exposure ” has the
meaning specified in the definition of “Total Exposure”.
 “ Aggregate Total Revolving
Exposure ” has the meaning specified in the definition of “Total Revolving Exposure”.

 “ Agreed Currency ” means Dollars or any Alternative Currency, as applicable.

 “ Agreement ” means this First Lien Credit Agreement, as may be amended, supplemented, waived or otherwise
modified from time to time.
 “ Agreement Currency ” has the meaning specified in
 Section 11.19 .
 “ Alternative Currency ” means Euro and each other currency
(other than Dollars) that is approved in accordance with Section 1.06 .
 “ Alternative
Currency Daily Rate ” means, for any day, with respect to any Credit Extension:
 (a) denominated in Sterling, the
rate per annum equal to SONIA determined pursuant to the definition thereof; and
 (b) denominated in any other Alternative
Currency (to the extent such Loans denominated in such currency will bear interest at a daily rate), the daily rate per annum as designated with respect to such Alternative Currency at the time such Alternative Currency is approved by the
Administrative Agent and the relevant Lenders pursuant to Section 1.06 plus the adjustment (if any) determined by the Administrative Agent and the relevant Lenders pursuant to Section 1.06(c) ;

 provided , that, if any Alternative Currency Daily Rate shall be less than zero, such rate shall be deemed zero for
purposes of this Agreement. Any change in an Alternative Currency Daily Rate shall be effective from and including the date of such change without further notice.

 “ Alternative Currency Daily Rate Loan ” means a Loan that bears interest at a rate based on the definition
of “Alternative Currency Daily Rate.” All Alternative Currency Daily Rate Loans must be denominated in an Alternative Currency.

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 “ Alternative Currency Equivalent ” means, at any time,
with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable Alternative Currency as determined by the Administrative Agent or an L/C Issuer, as the case may be, at such time on the basis of the Spot Rate
(determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars.

 “ Alternative Currency Loan ” means an Alternative Currency Daily Rate Loan or an Alternative Currency Term
Rate Loan, as applicable.
 “ Alternative Currency Scheduled Unavailability Date ” has the meaning
specified in Section 3.03(c)(ii) .
 “ Alternative Currency Term Rate ” means,
for any Interest Period, with respect to any Credit Extension:
 (a) denominated in Euros, the rate per annum equal to the
Euro Interbank Offered Rate (“ EURIBOR ”), as published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time)
on the day as of 11:00 a.m. Brussels time that is two TARGET Days preceding the first day of such Interest Period with a term equivalent to such Interest Period (the “ EURIBOR Screen Rate ”);

 (b) denominated in Japanese Yen, the rate per annum equal to the Tokyo Interbank Offer Rate (“ TIBOR ”), as
published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) on the Rate Determination Date with a term equivalent to such
Interest Period;
 (c) denominated in any other Alternative Currency (to the extent such Loans denominated in such currency
will bear interest at a term rate), the term rate per annum as designated with respect to such Alternative Currency at the time such Alternative Currency is approved by the Administrative Agent and the relevant Lenders pursuant to
 Section 1.06(a) plus the adjustment (if any) determined by the Administrative Agent and the relevant Lenders pursuant to Section 1.06(a) ;

 provided , that, if any Alternative Currency Term Rate shall be less than zero, such rate shall be deemed zero for
purposes of this Agreement.
 “ Alternative Currency Term Rate Loan ” means a Loan that bears interest at
a rate based on the definition of “Alternative Currency Term Rate.” All Alternative Currency Term Rate Loans must be denominated in an Alternative Currency.

 “ Ancillary Fees ” has the meaning specified in Section 11.01(a)(xi)

 “ Applicable Authority ” means (a) with respect to SOFR, the SOFR Administrator or any Governmental
Authority having jurisdiction over the Administrative Agent or the SOFR Administrator with respect to its publication of SOFR, in each case acting in such capacity and (b) with respect to any Alternative Currency, the applicable administrator
for the Relevant Rate for such Alternative Currency or any Governmental Authority having jurisdiction over the Administrative Agent or such administrator with respect to its publication of the applicable Relevant Rate, in each case acting in such
capacity.
 “ Applicable ECF Amount ” has the meaning specified in
 Section 2.05(b) .
 “ Applicable Parties ” has the meaning specified in
 Section 11.02(c) .

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 “ Applicable Percentage ” means (a) in respect of an
Initial Term Facility, with respect to any Term Lender at any time, the percentage (carried out to the ninth decimal place) of such Initial Term Facility represented by (i) prior to the funding on the Closing Date, such Term Lender’s
Initial Term Commitment under such Initial Term Facility at such time, subject to adjustment as provided in Section 2.17 and (ii) thereafter, the principal amount of such Term Lender’s Initial Term Loans under
such Initial Term Facility at such time and (b) in respect of any Revolving Facility, with respect to any Revolving Lender at any time, the percentage (carried out to the ninth decimal place) of such Revolving Facility represented by such
Revolving Lender’s Revolving Commitment at such time, subject to adjustment as provided in Section 2.17 . If the commitment of each Lender to make Loans, the obligation of the L/C Issuers to make L/C Credit Extensions
and the obligation of the Swing Line Lender to make Swing Line Loans have been terminated pursuant to Section 8.02 or if the applicable Commitments have expired, then the Applicable Percentage of each Lender in respect of
the applicable Facility shall be determined based on the Applicable Percentage of such Lender in respect of such Facility most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender in
respect of each Facility is set forth opposite the name of such Lender on Schedule 2.01 or, in each case, in the Assignment and Assumption or other documentation pursuant to which such Lender becomes a party hereto, as applicable.

 “ Applicable Rate ” means (a) in respect of the Initial Dollar Term Loans, (i) with respect to Base
Rate Loans, 1.50% per annum and (ii) with respect to Term SOFR Loans, 2.50% per annum, and (b) in respect of the Initial Euro Term Loans, 2.50% per annum.

 “ Applicable Revolving Commitment Percentage ” means, with respect to any Revolving Lender at any time, such
Revolving Lender’s Applicable Percentage in respect of the Revolving Commitments at such time.
 “ Applicable
Time ” means, with respect to any borrowings and payments in any Alternative Currency, the local time in the place of settlement for such Alternative Currency as may be determined by the Administrative Agent or an L/C Issuer, as the case
may be, to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment.

 “ Appropriate Lender ” means, at any time, (a) with respect to any Facility, a Lender that has a
Commitment with respect to such Facility or holds a Loan under such Facility at such time, (b) with respect to the Revolving Commitments, (i) the L/C Issuers under such Facility and (ii) if any Letters of Credit have been issued
pursuant to Section 2.03(a) the Revolving Lenders and (c) with respect to the Swing Line Sublimit, (i) the Swing Line Lender and (ii) if any Swing Line Loans are outstanding pursuant to
 Section 2.04(a) the Revolving Lenders.
 “ Approved Borrower Portal ” has the
meaning assigned to it in Section 11.02(c) .
 “ Approved Fund ” means 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.

 “ Arranger ” means each of JPM, Barclays Bank PLC, BNP Paribas Securities Corp., Deutsche Bank Securities
Inc., NatWest Markets PLC, RBC Capital Markets, UBS Securities LLC, Wells Fargo Securities, LLC and Goldman Sachs Bank USA, in their respective capacities as a joint lead arranger and joint bookrunner.

 “ Asset Sale ” means:

 (1) any Disposition of property or assets of Holdco, the Parent Borrower or any of their respective Restricted Subsidiaries (in
each case other than Equity Interests of Holdco), or

 6

 (2) the issuance or sale of Equity Interests of any Restricted Subsidiary of
Holdco (other than directors’ qualifying shares and shares issued to foreign nationals as required under applicable law) (whether in a single transaction or a series of related transactions);

 in each case, other than:

 (a) a Disposition of cash, Cash Equivalents or Investment Grade Securities, including any marketable securities portfolio owned
by Holdco, the Parent Borrower and their respective Restricted Subsidiaries on the Closing Date;
 (b) Dispositions of
obsolete, worn-out, uneconomic, damaged, non-core or surplus property, equipment or other assets that are no longer economically practical or commercially desirable to
maintain or used or useful in the business of Holdco, the Parent Borrower or any of their respective Restricted Subsidiaries (including by ceasing to enforce, allowing the lapse, abandonment or invalidation of or discontinuing the use or maintenance
of or putting into the public domain any intellectual property that is (i) in the reasonable judgment of the Parent Borrower, no longer used or useful, or economically practicable to maintain, or in respect of which the Parent Borrower
determines in its reasonable judgment that such action or inaction is desirable or (ii) expiring at the end of its statutory term);

 (c) Dispositions of inventory and interests in Works and other intellectual property associated therewith in the ordinary
course of business (including pursuant to licensing arrangements);
 (d) (i)
 non-exclusive licenses, sublicenses or cross-licenses of intellectual property, software or other general intangibles, (ii) exclusive licenses, sublicenses or cross-licenses of intellectual property,
software or other general intangibles in the ordinary course of business, or (iii) conveyances, sales, transfers, licenses, sublicenses, cross-licenses or other Dispositions of intellectual property, software or other general intangibles in the
ordinary course of business or that are not material to the business of Holdco, the Parent Borrower and their respective Restricted Subsidiaries, taken as a whole.

 (e) the sale, conveyance, lease or other disposition consummated in compliance with the provisions of
 Section 7.03(a) (other than Section 7.03(a)(v) );
 (f) any Restricted
Payment that is permitted to be made, and is made, pursuant to Section 7.07 or any Permitted Investment;

 (g) any Disposition of Equity Interests, properties or assets in any transaction or series of related transactions not
involving consideration in excess of the greater of (x) $440,000,000 and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Measurement Period

 (h) a Disposition by Holdco, the Parent Borrower or any Restricted Subsidiary to Holdco, the Parent Borrower or any Restricted
Subsidiary;
 (i) a Disposition constituting the granting of a Lien not prohibited by
 Section 7.01 ;
 (j) any disposition of Securitization Assets or participations therein in
connection with a Permitted Securitization Financing;
 (k) Dispositions of receivables in connection with the compromise,
settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements;

 7

 (l) Involuntary Dispositions;

 (m) sales, transfers or other dispositions of Investments in joint ventures or similar entities to the extent required by, or
made pursuant to customary buy/sell arrangements or rights of first refusal between, the parties set forth in joint venture arrangements and similar binding arrangements;

 (n) (i) Dispositions of property to the extent that such property is exchanged for credit against the purchase price of
similar replacement property that is promptly purchased, (ii) Dispositions of property to the extent that the proceeds of such disposition are promptly applied to the purchase price of such replacement property (which replacement property is
actually promptly purchased) and (iii) to the extent allowable under Section 1031 of the Code or comparable law or regulation, any exchange of like property (excluding any boot thereon);

 (o) an issuance of Equity Interests by a Joint Venture as part of or pursuant to an equity incentive or compensation plan
approved by its Board of Directors;
 (p) transfers of property or assets subject to Involuntary Dispositions upon receipt
of Cash Equivalents of such Involuntary Disposition;
 (q) any surrender or waiver of contractual rights or the settlement,
release, surrender or waiver of contractual, tort, litigation or other claims of any kind;
 (r) the unwinding of any Swap
Contract; and
 (s) any Disposition pursuant to or in connection with the approval of any applicable antitrust authority or
otherwise necessary or advisable in the good faith determination of the Parent Borrower in connection with the Merger.

 “ Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an Eligible
Assignee (with the consent of any party whose consent is required by Section 11.06(b) , and accepted by the Administrative Agent, in substantially the form of Exhibit E-1 or any
other form (including electronic documentation generated by use of an electronic platform) approved by the Administrative Agent.

 “ Attributable Indebtedness ” means, on any date, (a) in respect of any Capital Lease of any Person, the
capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under
the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capital Lease.

 “ Audited Financial Statements ” means the audited consolidated balance sheet of Holdco and its Subsidiaries
for the fiscal year ended December 31, 2025, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of Holdco and its Subsidiaries, including the notes thereto.

 “ Auto-Extension Letter of Credit ” has the meaning specified in
 Section 2.03(b)(iii) .
 “ Available Amount ” means, at any date, an amount, not
less than zero in the aggregate, determined on a cumulative basis equal to, the sum of (without duplication):

 8

 (a) an amount equal to 50.0% of the Consolidated Net Income accrued during
the period (treated as one accounting period) beginning on the first day of the fiscal quarter of Holdco in which the Closing Date occurs to the end of the most recent fiscal quarter of Holdco for which consolidated financial statements of Holdco
are available (which amount shall not be less than zero in any period);
 (b) the aggregate Net Cash Proceeds and the fair
value (as determined in good faith by the Parent Borrower, which determination shall be conclusive) of property or assets received (or deemed to be received) (x) by Holdco as capital contributions to Holdco after the Closing Date or from the
issuance or sale (other than to a Restricted Subsidiary of Holdco or the Parent Borrower) of its Equity Interests (other than Disqualified Equity Interests) after the Closing Date (other than Excluded Contributions and Contribution Amounts) or
(y) by Holdco, the Parent Borrower or any Restricted Subsidiary from the incurrence by Holdco, the Parent Borrower or any such Restricted Subsidiary after the Closing Date of Indebtedness that shall have been converted into or exchanged for
Equity Interests of Holdco (other than Disqualified Equity Interests) or Equity Interests of Holdco, plus the amount of any cash and the fair value (as determined in good faith by the Parent Borrower, which determination shall be conclusive) of any
property or assets, received (or deemed to be received) by Holdco, the Parent Borrower or any such Restricted Subsidiary upon such conversion or exchange;

 (c) the aggregate amount of cash and the fair value (as determined in good faith by the Borrower Representative, which
determination shall be conclusive) of any property or assets received (or deemed to be received) from dividends, distributions, interest payments, return of capital, repayments of Investments or other transfers of assets to Holdco, the Parent
Borrower or any Restricted Subsidiary from any Unrestricted Subsidiary, including dividends or other distributions related to dividends or other distributions made pursuant to Section 7.07(b)(xi) plus (ii) the
aggregate amount resulting from the redesignation of any Unrestricted Subsidiary as a Restricted Subsidiary (valued in each case as provided in the definition of “Investment”);

 (d) in the case of any disposition or repayment of any Investment constituting a Restricted Payment (without duplication of
any amount deducted in calculating the amount of Investments at any time outstanding included in the amount of Restricted Payments), the aggregate amount of cash and the fair value (as determined in good faith by the Borrower Representative, which
determination shall be conclusive) of any property or assets received (or deemed to be received) by Holdco, the Parent Borrower or a Restricted Subsidiary with respect to all such dispositions and repayments; and

 (e) the greater of (x) $2,200,000,000 and (y) 25.0% of Consolidated EBITDA as of the last day of the most recently ended
Measurement Period.
 “ Available Investments Amount ” means, at any time, (i) the amount of
Investments that may be made at the time of determination pursuant to clause (8)(i) of the definition of “Permitted Investments” minus (ii) the amount of the Available Investments Amount utilized by Holdco, the Parent
Borrower or any Restricted Subsidiary to make any Restricted Payment of the type described in clause (iii) of the definition thereof pursuant to Section 7.07(b)(x)(z)(2) .

 “ Available Restricted Debt Payments Amount ” means, at any time, (i) the amount of Restricted Payments
of the type described in clause (iii) of the definition thereof that may be made at the time of determination pursuant to Section 7.07(b)(x)(z)(1) minus (ii) the amount of Investments outstanding pursuant
to clause (8)(iii) of the definition of “Permitted Investments” from utilization of the Available Restricted Debt Payments Amount.

 “ Available Restricted Payments Amount ” means, at any time, (i) the amount of Restricted Payments that
may be made at the time of determination pursuant to Section 7.07(b)(vii) minus (ii) the sum

 9

(without duplication) of (a) the amount of Investments outstanding pursuant to clause (8)(ii) of the definition of “Permitted Investments” from utilization of the
Available Restricted Payments Amount and (b) the amount of the Available Restricted Payments Amount utilized by Holdco, the Parent Borrower or any Restricted Subsidiary to make Restricted Payments of the type described in clause
 (ii) of the definition thereof pursuant to Section 7.07(b)(x)(z)(3) .
 “ Bail-In Action ” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

 “ Bail-In Legislation ” means, (a) with respect to any EEA
Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, rule, regulation or requirement for such EEA Member Country from time to time which is
described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or
rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

 “ Banking Services ” means each and any of the following bank services provided to Holdco, the Parent
Borrower or any of their respective Restricted Subsidiaries: (a) credit cards for commercial customers (including, without limitation, commercial credit cards and purchasing cards and related programs), (b) netting or setting off arrangements
(including, without limitation, credit, debit or purchase card programs and stored value cards) and (c) Cash Management Services.

 “ Base Rate ” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal
Funds Rate plus 1/2 of 1.00%, (b) the Prime Rate and (c) Term SOFR for a one month Interest Period on such day (or, if such day is not a Business Day, the immediately preceding Business Day) plus 1.00%. If the Base Rate is being
used as an alternate rate of interest pursuant to Section 3.03 hereof, then the Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause
(c) above. For the avoidance of doubt, if the Base Rate as determined pursuant to the foregoing would be less than 0.00%, such rate shall be deemed to be 0.00% for purposes of this Agreement.

 “ Base Rate Loan ” means a Loan that bears interest based on the Base Rate. All Base Rate Loans shall be
denominated in Dollars.
 “ Beneficial Ownership Certification ” means a certification regarding
individual beneficial ownership solely to the extent expressly required by the Beneficial Ownership Regulation.

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

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

 “ Board of Directors ” means for any Person, the board of directors or other governing body of such Person
or, if such Person does not have such a board of directors or other governing body and is owned or managed by a single entity, the board of directors or other governing body of such entity, or, in either case, any committee thereof duly authorized
to act on behalf of such board of directors or other governing body. Unless otherwise provided, “ Board of Directors ” means any of the Board of Directors of Holdco or the Board of Directors of the Parent Borrower, as applicable.

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 “ Borrower ” and “ Borrowers ” each has
the meaning specified in the introductory paragraph hereto, and includes any successor in interest thereto.

 “ Borrower Communications ” has the meaning assigned to it in Section 11.02(c) .

 “ Borrower Offer of Specified Discount Prepayment ” means the offer by the Borrower Representative to
make a voluntary prepayment of Term Loans at a specified discount to par pursuant to Section 2.05(c)(ii) .

 “ Borrower Representative ” means the Parent Borrower or such other Loan Party as may be designated as the
“Borrower Representative” by the Borrowers from time to time, in each case in its capacity as Borrower Representative pursuant to the provisions of Section 1.11 .

 “ Borrowing ” means a Revolving Borrowing, a Swing Line Borrowing or a Term Borrowing, as the context may
require.
 “ Bridge Refinancing ” means the repayment in full of all loans outstanding under the Bridge
Loan Agreement.
 “ Bridge Loan Agreement ” means that certain
 Non-Investment Grade Leveraged Bridge Loan Agreement, dated as of June 26, 2025 (as amended by Amendment No. 1, dated as of February 18, 2026), among Holdco, the Parent Borrower, as the
borrower, each lender from time to time party thereto and JPM, as administrative agent and collateral agent, as the same may be amended, restated, supplemented, waived or otherwise modified from time to time.

 “ Business Day ” means any day other than a Saturday, Sunday or other day on which commercial banks are
authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office with respect to Obligations denominated in Dollars is located and:

 (a) if such day relates to any interest rate settings as to an Alternative Currency Loan denominated in Euro,
any fundings, disbursements, settlements and payments in Euro in respect of any such Alternative Currency Loan or any other dealings in Euro to be carried out pursuant to this Agreement in respect of any such Alternative Currency Loan, means any
such day that is also (i) a London Business Day and (ii) a TARGET Day;
 (b) if such day relates
to any interest rate settings as to an Alternative Currency Loan denominated in (i) Sterling, means any such day that is also a London Business Day; and (ii) Yen, means any such day other than a day banks are closed for general business in
Japan; and
 (c) if such day relates to any fundings, disbursements, settlements and payments in a currency
other than Dollars or Euro in respect of an Alternative Currency Loan denominated in a currency other than Dollars or Euro, or any other dealings in any currency other than Dollars or Euro to be carried out pursuant to this Agreement in respect of
any such Alternative Currency Loan (other than any interest rate settings), means any such day on which banks are also open for foreign exchange business in the principal financial center of the country of such currency.

 “ Capital Expenditures ” means for any period, the aggregate of all expenditures (whether paid in cash or
accrued as liabilities and including in all events all amounts expended or capitalized under leases evidencing Attributable Indebtedness) by Holdco, the Parent 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 Holdco.

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 “ Capital Lease ” means, subject to
 Section 1.03(a) , an obligation that is required to be classified as, and expenses in respect of which are recognized as for, a capitalized lease for income statement reporting purposes in accordance with GAAP.

 “ Captive Insurance Subsidiary ” means (i) any Subsidiary of Holdco operating for the purpose of
(a) insuring the businesses, operations or properties owned or operated by any direct or indirect parent of Holdco, Holdco or any of its Subsidiaries, including their future, present or former employee, director, officer, manager, contractor,
consultant or advisor (or their respective estates, heirs, family members, spouses or former spouses), and related benefits and/or (b) conducting any activities or business incidental thereto (it being understood and agreed that activities
which are relevant or appropriate to qualify as an insurance company for U.S. federal or state tax purposes shall be considered “activities or business incidental thereto”) or (ii) any Subsidiary of any such insurance subsidiary
operating for the same purpose described in clause (i) above.
 “ Cash Equivalents ”
means:
 (1) Dollars, Canadian Dollars, Pounds Sterling, Euros, Swiss Francs, Australian Dollars, the national currency of
any participating member state of the European Union and, with respect to any Foreign Subsidiaries, other currencies held by such Foreign Subsidiary in the ordinary course of business;

 (2) securities issued or directly and fully guaranteed or insured by the United States, Canadian, United Kingdom, Switzerland
or Japanese governments, a member state of the European Union or, in each case, any agency or instrumentality thereof, with maturities of 24 months or less from the date of acquisition;

 (3) money market deposits, certificates of deposit, time deposits, eurodollar time deposits, overnight bank deposits, demand
deposits or bankers’ acceptances having maturities of not more than two years from the date of acquisition thereof and overnight bank deposits, in each case, issued by any bank, trust company or other financial institution (a) whose
commercial paper is rated at least “P-2” or the equivalent thereof by S&P or Fitch or at least “A-2” or the equivalent thereof by
Moody’s (or, if at the time, none of S&P, Fitch or Moody’s is rating such obligations, then a comparable rating from another nationally recognized statistical rating organization selected by the Parent Borrower) or (b) having
combined capital and surplus in excess of $500,000,000;
 (4) repurchase obligations for underlying securities of the types
described in clauses (2) , (3) , (7) , (8) and (9) entered into with any Person meeting the qualifications specified in clause (3) above;

 (5) securities with maturities of two years or less from the date of acquisition backed by standby letters of credit issued by
any Person meeting the qualifications in clause (3) above;
 (6) commercial paper and variable or fixed
rate notes issued by any Person meeting the qualifications specified in clause (3) above (or by the parent company thereof) maturing within two years after the date of acquisition thereof, or if no rating is available in
respect of the commercial paper or variable or fixed rate notes, the issuer of which has an equivalent rating in respect of its long-term debt;

 (7) marketable short-term money market and similar securities having a rating of at least
 “P-2” from either S&P or Fitch or “A-2” from Moody’s (or, if at the time, none of S&P, Fitch or Moody’s is rating such
obligations, then a comparable rating from another nationally recognized statistical rating organization selected by the Parent Borrower);

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 (8) readily marketable direct obligations issued by any state, province,
commonwealth or territory of the United States of America or any political subdivision, taxing authority or any agency or instrumentality thereof, rated BBB- (or the equivalent) or better by S&P or Fitch
or Baa3 (or the equivalent) or better by Moody’s (or, if at the time, none of S&P, Fitch or Moody’s is rating such obligations, then a comparable rating from another nationally recognized statistical rating organization selected by
the Parent Borrower) with maturities of not more than two years from the date of acquisition;
 (9) readily marketable
direct obligations issued by any foreign government or any political subdivision, taxing authority or agency or instrumentality thereof, with a rating of “BBB-” or higher from S&P or Fitch or
“Baa3” or higher by Moody’s or the equivalent of such rating by such rating organization (or, if at the time, none of S&P, Fitch or Moody’s is rating such obligations, then a comparable rating from another nationally
recognized statistical rating organization selected by the Parent Borrower) with maturities of not more than two years from the date of acquisition;

 (10) Investments with average maturities of 24 months or less from the date of acquisition in money market funds with a rating
of “A” or higher from S&P or Fitch or “A-2” or higher by Moody’s or the equivalent of such rating by such rating organization (or, if at the time, none of S&P, Fitch or
Moody’s is rating such obligations, then a comparable rating from another nationally recognized statistical rating organization selected by the Parent Borrower);

 (11) with respect to any Foreign Subsidiary: (i) obligations of the national government of the country in which such
Foreign Subsidiary maintains its chief executive office and principal place of business provided such country is a member of the Organization for Economic Cooperation and Development, in each case maturing within two years after the date of
investment therein, (ii) certificates of deposit of, bankers’ acceptance of, or time deposits with, any commercial bank which is organized and existing under the laws of the country in which such Foreign Subsidiary maintains its chief
executive office and principal place of business provided such country is a member of the Organization for Economic Cooperation and Development, and whose short-term commercial paper rating from S&P or Fitch is at least “P-2” or the equivalent thereof or from Moody’s is at least “A-2” or the equivalent thereof (any such bank being an “ Approved Foreign
Bank ”), and in each case with maturities of not more than one year from the date of acquisition and (iii) the equivalent of demand deposit accounts which are maintained with an Approved Foreign Bank;

 (12) any investment company, money market, enhanced high yield, pooled or other investment fund investing 90% or more of its
assets in instruments of the types specified in the clauses above;
 (13) other Investments in accordance with
Holdco’s or the Parent Borrower’s cash management policies as approved by their respective Board of Directors (or a duly appointed committee thereof) as in effect on the Closing Date;

 (14) Indebtedness or Preferred Equity Interests issued by Persons with a rating of “BBB-” or higher from S&P
or Fitch or “Baa3” or higher by Moody’s or the equivalent of such rating by such rating organization (or, if at the time, none of S&P or Moody’s is rating such obligations, then a comparable rating from another nationally
recognized statistical rating organization selected by the Parent Borrower) with maturities of not more than two years from the date of acquisition;

 (15) bills of exchange issued in the United States of America, Canada, the United Kingdom, Japan, a member state of the
European Union eligible for rediscount at the relevant central bank and accepted by a bank (or any dematerialized equivalent); and

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 (16) Investments in industrial development revenue bonds that (i) “re-set” interest rates not less frequently than quarterly, (ii) are entitled to the benefit of a remarketing arrangement with an established broker dealer and (iii) are supported by a
direct pay letter of credit covering principal and accrued interest that is issued by any bank meeting the qualifications specified in clause (3) above.

 In the case of Investments by any Foreign Subsidiary or Investments made in a country outside the United States of America,
Cash Equivalents shall also include (a) investments of the type and maturity described in the clauses above of Foreign Subsidiaries, which Investments or Foreign Subsidiaries (or the parents of such Foreign Subsidiaries) have ratings described
in such clauses or equivalent ratings from comparable foreign rating agencies and (b) other short-term investments utilized by Foreign Subsidiaries in accordance with normal investment practices for cash management in investments analogous to
the foregoing investments in the clauses above and in this paragraph.
 In addition, in the case of Investments by any
Captive Insurance Subsidiary, Cash Equivalents shall also include (a) such Investments with average maturities of 12 months or less from the date of acquisition in issuers rated BBB- (or the equivalent
thereof) or better by S&P or Fitch or Baa3 (or the equivalent thereof) or better by Moody’s, in each case at the time of such Investment and (b) any Investment with a maturity of more than 12 months that would otherwise constitute
Cash Equivalents of the kind described in any of clauses of this definition above or clause (a) in this paragraph, if the maturity of such Investment was 12 months or less; provided that the effective maturity of
such Investment does not exceed 15 years.
 Notwithstanding the foregoing, Cash Equivalents shall include amounts
denominated in currencies other than those set forth in clause (1) above, provided that such amounts are converted into any currency listed in clause (1) as promptly as practicable.

 For the avoidance of doubt, any items identified as Cash Equivalents under this definition will be deemed to be Cash
Equivalents for all purposes under the Loan Documents regardless of the treatment of such items under GAAP.

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

 “ Cash Management Bank ” means any Person that enters into a Cash Management Agreement with Holdco, the
Parent Borrower or any of their Restricted Subsidiaries, and designated as a “Cash Management Bank” by the Parent Borrower in writing to the Administrative Agent.

 “ Cash Management Agreement ” means any agreement or arrangement to provide Cash Management Services to
Holdco, the Parent Borrower or any of their Restricted Subsidiaries.
 “ Cash Management Services ” means
any of the following, (1) obligations in respect of any overdraft and related liabilities arising from treasury, depository, cash pooling arrangements, non-card
 e-payable services, settlement arrangements, treasury management services (including controlled disbursement services, overdraft automatic clearing house fund transfer services, return items and interstate
depository network services), other demand deposit or operating account relationships, foreign exchange facilities, merchant services, bilateral agreements, electronic fund transfer, treasury services and cash management services, including
controlled disbursement services, working capital lines, lines of credit,

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overdraft facilities, foreign exchange facilities, deposit and other accounts and merchant services, bilateral agreements or other cash management arrangements or any automated clearing house
arrangements, (2) other obligations in respect of netting or setting off arrangements, credit, debit or purchase card programs, stored value card and similar arrangements, (3) obligations in respect of any other services related, ancillary
or complementary to the foregoing (including any overdraft and related liabilities arising from treasury, depository, cash pooling arrangements and cash management services, corporate credit and purchasing cards and related programs or any automated
clearing house transfers of funds) and (4) bilateral letter of credit facilities.
 “ Central Bank
Rate ” means, the greater of (I)(A) for any Loan denominated in (a) Euro, a rate per annum equal to the greatest of: (1) the fixed rate for the main refinancing operations of the European Central Bank (or any successor thereto),
or, if that rate is not published, the minimum bid rate for the main refinancing operations of the European Central Bank (or any successor thereto), each as published by the European Central Bank (or any successor thereto) from time to time,
(2) the rate for the marginal lending facility of the European Central Bank (or any successor thereto), as published by the European Central Bank (or any successor thereto) from time to time or (3) the rate for the deposit facility of the
central banking system of the Participating Member States, as published by the European Central Bank (or any successor thereto) from time to time, and (b) any other Alternative Currency determined after the Closing Date, a central bank rate as
determined by the Administrative Agent in its reasonable discretion and as consented to by the Borrower Representative; plus (B) the applicable Central Bank Rate Adjustment and (II) 0.00%.

 “ Central Bank Rate Adjustment ” means, for any day, for any Loan denominated in (a) Euro, a rate equal
to the difference (which may be a positive or negative value or zero) of (i) the average of the EURIBOR Rate for the five most recent Business Days preceding such day for which the EURIBOR Screen Rate was available (excluding, from such
averaging, the highest and the lowest EURIBOR Rate applicable during such period of five Business Days) minus (ii) the Central Bank Rate in respect of Euro in effect on the last Business Day in such period, and (b) any other Alternative
Currency determined after the Closing Date, a Central Bank Rate Adjustment as determined by the Administrative Agent in its reasonable discretion and as consented to by the Borrower Representative. For purposes of this definition, (x) the term
Central Bank Rate shall be determined disregarding clause (I)(B) of the definition of such term and (y) the EURIBOR Rate on any day shall be based on the EURIBOR Screen Rate, on such day at approximately the time referred to in the definition
of such term for deposits in the applicable Agreed Currency for a maturity of one month.
 “ Change in
Law ” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the
administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental
Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith
and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory
authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued; provided further that in the case of Taxes imposed with respect to
any Recipient, such adoption, change, making or action described above shall have occurred after the date on which such Recipient becomes a party hereto.

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 “ Change of Control ” means an event by which:

 (i) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) other than any
Significant Shareholder or any combination of Significant Shareholders becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the
Securities Exchange Act of 1934), directly or indirectly, of more than 50% of the equity securities of Holdco or the Parent Borrower entitled to vote for members of the board of directors or equivalent governing body of such Loan Party, measured by
voting power rather than number of shares;
 (ii) the direct or indirect sale, lease, transfer, conveyance
or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of Holdco and its Subsidiaries, or the Parent Borrower and its Subsidiaries, taken as a whole,
to any “person” (as that term is used in Section 13(d) of the Securities Exchange Act of 1934) other than to Holdco or one of its Subsidiaries;

 (iii) the consummation of a so-called “going private/Rule 13e-3 Transaction” that results in any of the effects described in paragraph (a)(3) of Rule 13e-3 under the Securities Exchange Act of 1934 (or any successor provision)
with respect to each class of common stock of Holdco, following which any Significant Shareholder or any combination of Significant Shareholders “beneficially own” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934), directly or indirectly, more than 50% of the outstanding equity securities of Holdco entitled to vote for members of the board of directors or equivalent governing
body of Holdco measured by voting power rather than number of shares; or
 (iv) the adoption of a plan
relating to the liquidation, dissolution or winding up of Holdco.
 Notwithstanding anything to the contrary in the
foregoing, (x) no Permitted Holdco Reorganization, shall constitute or give rise to a Change of Control and (y) the Merger (upon its consummation) shall constitute a Change of Control.

 “ Closing Date ” means the first date all the conditions in Section 4.01 are
satisfied (or waived in accordance with Section 11.01).
 “ CME ” means CME Group Benchmark
Administration Limited.
 “ Code ” means the United States Internal Revenue Code of 1986, as amended.

 “ Collateral ” means all of the “ Collateral ” (or similar term) referred to in the
Collateral Documents and all of the other property and assets that are or are required under the terms of this Agreement or the Collateral Documents to be subject to Liens in favor of the Collateral Agent for the benefit of the Secured Parties but
excluding the Excluded Property or any similar term in any Collateral Document.
 “ Collateral Agent ”
means JPM, acting through such of its Affiliates or branches as it may designate, in its capacity as collateral agent under any of the Loan Documents, or any successor collateral agent appointed pursuant to the Security Agreement.

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 “ Collateral Documents ” means, collectively, the Security
Agreement, each Intellectual Property Security Agreement, each of the collateral assignments, Security Agreement Supplements, Intellectual Property Security Agreement Supplements, security agreements, pledge agreements or other similar agreements
delivered to the Collateral Agent pursuant to Section 6.16 , Section 6.17 or Section 6.18 , as applicable, and each of the other agreements, instruments or documents that
creates or purports to create a Lien in favor of the Collateral Agent for the benefit of the Secured Parties.

 “ Commitment ” means, as to any Lender, such Lender’s Initial Term Loan Commitments, Incremental
Commitments, Extended Revolving Commitments and Specified Refinancing Revolving Commitments, as the context requires.

 “ Communication ” means this Agreement, any Loan Document and any document, amendment, approval, consent,
information, notice, certificate, request, statement, disclosure or authorization related to any Loan Document.

 “ Compliance Certificate ” means a certificate substantially in the form of Exhibit D or in any other
form approved by the Administrative Agent and the Parent Borrower.
 “ Conforming Changes ” means, with
respect to the use, administration of or any conventions associated with SOFR, Term SOFR, SONIA, EURIBOR or any proposed Successor Rate for an Agreed Currency, any conforming changes to the definitions of “Base Rate”, “SOFR”,
“Term SOFR”, “SONIA”, “EURIBOR”, “Interest Period”, timing and frequency of determining rates and making payments of interest and other technical, administrative or operational matters (including, for
the avoidance of doubt, the definitions of “Business Day” and “U.S. Government Securities Business Day”, timing of borrowing requests or prepayment, conversion or continuation notices and length of lookback periods) as may be
appropriate, in the reasonable determination of the Administrative Agent (in consultation with the Parent Borrower), to reflect the adoption and implementation of such applicable rate(s) and to permit the administration thereof by the Administrative
Agent in a manner substantially consistent with market practice for such Agreed Currency (or, if the Administrative Agent reasonably determines that adoption of any portion of such market practice is not administratively feasible or that no market
practice for the administration of such rate for such Agreed Currency exists, in such other manner of administration as the Administrative Agent determines (in consultation with the Parent Borrower) is reasonably necessary in connection with the
administration of this Agreement and any other Loan Document).
 “ consolidated ” or
“ consolidated basis ” means, with respect to Holdco and its Restricted Subsidiaries, the consolidation of the accounts of each of the Restricted Subsidiaries with those of Holdco in accordance with GAAP.

 “ Consolidated EBITDA ” means, for any Measurement Period, for Holdco and its Restricted Subsidiaries on
a consolidated basis, an amount equal to Consolidated Net Income for such period plus (a) the sum, without duplication and at the election of Holdco or the Parent Borrower, of (to the extent deducted in calculating such Consolidated Net
Income , other than in respect of clauses (viii) , (ix) , (x) and (xii) below) the amounts of: (i) Consolidated Interest Charges for such period, (ii) the provision for Federal, state, local and foreign
income taxes payable by Holdco and its Restricted Subsidiaries for such period, including penalties and interest related to such taxes, (iii) depreciation and amortization expense (other than Film Rights Amortization, but including
(x) amortization expense from launch and representation rights and (y) amortization of capitalized fees related to any Permitted Securitization Financing) together with any impairment charges, asset write-offs or write-downs and “bad
debt” expense, (iv) expenses related to long term incentive plans of Holdco and its Restricted Subsidiaries reducing such Consolidated Net Income which do not represent a cash item in such period, (v) amounts attributable to a
minority interest in any Restricted Subsidiary of Holdco held by a Person (other than Holdco or another Restricted Subsidiary of

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Holdco) which do not represent a cash item in such period, (vi) amounts attributable to losses in respect of equity interests in unconsolidated Persons which do not represent a cash item in
such period, (vii) other non-recurring expenses or losses of Holdco and its Restricted Subsidiaries reducing such Consolidated Net Income which do not represent a cash item in such period or any
future period, (viii) restructuring costs, charges or expenses of Holdco and its Restricted Subsidiaries for such period, whether or not classified as restructuring costs, charges or expenses under GAAP (including severance costs, integration
costs, restructuring costs related to acquisitions and to closure, integration or consolidation of facilities, locations or new product (or new technology) or new services, facilities’ opening costs, team or key employee hirings, establishment
of de novo teams, and other business optimization expenses, curtailments or modifications to pension and post-retirement employee benefit plans, retention or completion bonuses and any expense related to any reconstruction, de-commissioning or reconfiguration of fixed assets for alternate use and charges in connection with non-ordinary course product and intellectual property development),
 provided that the aggregate amount added back to Consolidated EBITDA pursuant to this clause (viii) , for such period shall not exceed 15% of Consolidated EBITDA (calculated after giving effect to the add back permitted pursuant to this
 clause (viii )) for such period ( provided that, for the avoidance of doubt, the foregoing cap will not limit, in any way, any addbacks to Consolidated EBITDA pursuant to clause (ix) , (x) or (xii) or any other sub-clause of this clause (a) ), (ix) costs, fees, charges and other amounts incurred in connection with the Transactions and any management, monitoring, consulting, transaction, advisory, investment banking,
termination or similar fees and related indemnities and expenses, including payments to outside directors, incurred in connection with any of the Transactions and any other permitted acquisition or disposition, (x) pro forma adjustments,
including pro forma “run rate” cost savings, operating expense reductions, operational improvements and cost synergies (in each case, net of amounts actually realized) (collectively, “ Expected Cost Savings ”) that are
reasonably identifiable, factually supportable (or certified by a Responsible Officer of Holdco or the Parent Borrower in good faith) and projected by Holdco or the Parent Borrower in good faith as of the date Consolidated EBITDA is being calculated
to result from actions that have been taken or with respect to which steps have been taken or are expected to be taken (in the good faith determination of such Person), in each case related to any acquisition (including the commencement of
activities constituting a business line), combination, Investment, de novos, Disposition (including the termination or discontinuance of activities constituting a business line), operating improvement, restructuring, cost savings initiative, similar
initiative (including the effect of arrangements or efficiencies from the shifting of production from one facility to another) and/or specified transaction, in each case undertaken prior to, on or after the Closing Date (any such operating
improvement, restructuring, cost savings initiative, similar initiative or specified transaction, a “ Cost Saving Initiative ”) (in each case, calculated on a Pro Forma Basis as though such Expected Cost Savings and/or Cost Saving
Initiative had been realized in full on the first day of such period), provided that the results of such Expected Cost Savings and/or Cost Saving Initiatives are projected by Holdco in good faith to result from actions that have been taken or
with respect to which steps have been taken or are expected to be taken (in the good faith determination of such Person) within 24 months after the date of any such operating improvement, restructuring, cost savings initiative, similar initiative or
specified transaction, provided further the aggregate amount added back to Consolidated EBITDA pursuant to this clause (x) for such period shall not exceed 30% of Consolidated EBITDA (calculated after giving effect to the
add back permitted pursuant to this clause (x )) for such period ( provided that, for the avoidance of doubt, the foregoing cap will not limit, in any way, any addbacks to Consolidated EBITDA pursuant to clause (viii) , (ix)
or (xii) or any other sub-clause of this clause (a) ), (xi) any increase in deferred revenue and (xii) without duplication of any item in the immediately preceding clause
(viii) or (x) , any other adjustments, exclusions and add-backs consistent with Regulation S-X as in effect prior to January 1, 2021, or additions of
the type reflected in any of identified in any quality of earnings analysis prepared by a “Big Four” accounting firm, or by any other independent certified public accountants of nationally recognized standing that is reasonably
acceptable to the Administrative Agent) and delivered to the Administrative Agent (without regard to time or amounts) in connection with any acquisition of assets (including Equity Interests), business or Person, or any merger, amalgamation or
consolidation of any Person with or into Holdco, the Parent Borrower or any Restricted

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Subsidiary, or any other Investment, in each case that is permitted under this Agreement plus (b) the amount of expense, charge, loss or discount on sale of receivables,
Securitization Assets and related assets to any Securitization Subsidiary in connection with a Permitted Securitization Financing, and minus (c) the following to the extent included in calculating such Consolidated Net Income:
(i) Federal, state, local and foreign income tax credits of Holdco and its Restricted Subsidiaries for such period and (ii) non-recurring gains of Holdco and its Restricted Subsidiaries
increasing such Consolidated Net Income which do not represent a cash item in such period or any future period.

 Notwithstanding the foregoing, for purposes of determining Consolidated EBITDA for any Measurement Period that includes any of
the fiscal quarters ended June 30, 2025, September 30, 2025, December 31, 2025 and March 31, 2026, Consolidated EBITDA for such fiscal quarters shall be $2,000,000,000, $2,500,000,000, $2,200,000,000 and $2,200,000,000, as may be
subject to add backs and adjustments (without duplication) pursuant to clauses (viii) , (ix) and (x) above (which, for the purposes of the four consecutive fiscal quarters ended March 31, 2026, shall be deemed to be
$8,800,000,000) and Section 1.03(d) for the applicable Measurement Period.

 “ Consolidated First Lien Net Leverage Ratio ” means, as of any date of determination, the ratio of
( a ) Consolidated Net Indebtedness that is then secured by Liens on Collateral (other than (x) indebtedness secured by a lien ranking junior to or subordinated to the liens securing the Facilities (but, for the avoidance of doubt,
not excluding other Consolidated Net Indebtedness secured by liens pari passu therewith) and (y) property or assets held in a defeasance or similar trust or arrangement for the benefit of the indebtedness secured thereby) (after giving
effect to any applicable transactions (including any incurrence or discharge of Indebtedness and Liens and the use of proceeds thereof) on such date) to ( b ) Consolidated EBITDA for the Measurement Period then most recently ended on or
prior to such date.
 “ Consolidated Funded Indebtedness ” means, as of any date of determination, for
Holdco and its Restricted Subsidiaries on a consolidated basis, without duplication, the sum of (a) the outstanding principal amount of all obligations, whether current or long-term, for borrowed money (including Obligations hereunder) and all
obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments (net of cash or cash equivalents held on the balance sheet of Holdco and its Subsidiaries in respect of
 Pre-Funded Acquisition Debt), (b) all purchase money Indebtedness (other than, to the extent constituting purchase money Indebtedness, any obligations in respect of the deferred purchase price of property or
services), (c) all direct obligations arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments (in each case, other than (i) commercial letters of
credit in an aggregate face amount of not more than $22,500,000 and (ii) surety bonds in an aggregate face amount of not more than $22,500,000), to the extent drawn and not reimbursed within three Business Days, (d) Attributable
Indebtedness in respect of Capital Leases and Synthetic Lease Obligations, (e) without duplication, all Guarantees with respect to outstanding Indebtedness of the types specified in clauses (a) through (d) above of Persons other than
Holdco or any of its Restricted Subsidiaries, and (f) all Indebtedness of the types referred to in clauses (a) through (e) above of any partnership or joint venture (other than a joint venture that is itself a corporation, limited
liability company or similar limited liability entity organized under the laws of a jurisdiction other than the United States or a state thereof) in which Holdco or any of its Restricted Subsidiaries is a general partner or joint venturer, unless
such Indebtedness is expressly made non-recourse to Holdco or such Restricted Subsidiary; provided , that (x)(i) if the Parent Borrower or any Subsidiary delivers or causes to be delivered an
irrevocable repayment or redemption notice that results in Indebtedness in the form of debt securities being due and payable in full not later than 30 days after such repayment or redemption notice has been delivered and deposits cash with or for
the benefit of the trustee or holders of such Indebtedness to fund such repayment or redemption in full, then such Indebtedness shall be considered repaid or redeemed (it being understood that if any applicable deposit is returned and the
corresponding Indebtedness is not repaid or redeemed, but remains outstanding, such Indebtedness shall no longer be considered repaid or redeemed),

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and (ii) if Holdco or any of its Restricted Subsidiary commences a tender offer to repurchase Indebtedness (the “ Repurchased Indebtedness ”) and will be obligated to
repurchase such Indebtedness for payment in full, together with accrued and unpaid interest thereon, after the satisfaction or waiver of any conditions of such tender offer, and in connection therewith issues Indebtedness in the form of debt
securities (the “ New Indebtedness ”) the proceeds of which are to be used to repurchase the Repurchased Indebtedness within 30 days of issuance of such New Indebtedness (the “ Period ”), then to the extent, and
solely so long as, Holdco or any of its Restricted Subsidiaries either holds the proceeds of such New Indebtedness in an escrow account with an independent escrow agent or deposits the proceeds of such New Indebtedness with or for the benefit of the
trustee or holders of such Repurchased Indebtedness to fund the repurchase of such Repurchased Indebtedness, then, without duplication of any amounts excluded under clause (x)(i) above, the amount of such New Indebtedness shall be deemed for
the purpose of this definition to be reduced by the amount of the proceeds thereof that are so held in escrow or with or for the benefit of the trustee or holders of such Repurchased Indebtedness (solely to the extent and for so long as so held, and
not for the avoidance of doubt to the extent applied to repurchase the Repurchased Indebtedness or applied for any other purpose other than the repayment of the New Indebtedness); provided , that upon the end of the Period, the deemed
reduction of the New Indebtedness described above shall no longer apply and (y) Consolidated Funded Indebtedness shall not include any obligations under or in respect of any Permitted Securitization Financing. “ Consolidated Interest
Charges ” means, for any Measurement Period, for Holdco and its Restricted Subsidiaries on a consolidated basis, the sum of, without duplication (a) all interest, premium payments, debt discount, fees, charges and related expenses of
Holdco and its Subsidiaries in connection with borrowed money (including capitalized interest), in each case to the extent treated as interest in accordance with GAAP, but excluding any interest, premium payments, debt discount, fees, charges and
related expenses of Holdco and its Restricted Subsidiaries in connection with Pre-Funded Acquisition Debt, (b) commissions, discounts, yield and other fees and charges (including any interest expense)
related to any Permitted Securitization Financing and (c) the portion of rent expense of Holdco and its Restricted Subsidiaries with respect to such period under Capital Leases that is treated as interest in accordance with GAAP.

 “ Consolidated Interest Coverage Ratio ” means, as of any date of determination, the ratio of
(a) Consolidated EBITDA for the Measurement Period then most recently ended on or prior to such date, to (b) Consolidated Interest Charges for such period.

 “ Consolidated Net Income ” means, for any Measurement Period, for Holdco and its Restricted Subsidiaries on
a consolidated basis, the net income of Holdco and its Restricted Subsidiaries for that period; provided that, without duplication, there shall not be included in such Consolidated Net Income:

 (i) any net income (loss) of any Person if such Person is not Holdco, the Parent Borrower or a Restricted Subsidiary, except to
the extent dividended or distributed in cash or Cash Equivalents to Holdco, the Parent Borrower or a Restricted Subsidiary (subject, in the case of a dividend or other distribution to a Restricted Subsidiary, to the limitations contained in
 clause (ii) below),
 (ii) solely for purposes of determining the amount available under clause
(a) of the definition of “Available Amount” and Excess Cash Flow, any net income (loss) of any Restricted Subsidiary that is not a Borrower or a Subsidiary Guarantor if such Restricted Subsidiary is subject to restrictions, directly
or indirectly, on the payment of dividends or the making of similar distributions by such Restricted Subsidiary, directly or indirectly, to Holdco or the Parent Borrower by operation of the terms of such Restricted Subsidiary’s charter or any
agreement, instrument, judgment, decree, order, statute or governmental rule or regulation applicable to such Restricted Subsidiary or its stockholders (other than (x) restrictions that have been waived (or Holdco or the Parent Borrower
reasonably believes such restrictions could be waived and is using commercially reasonable efforts to pursue such waiver) or otherwise released, (y) restrictions pursuant to this Agreement or the other Loan Documents and (z) restrictions
in effect on the Closing Date

 20

with respect to a Restricted Subsidiary and other restrictions with respect to such Restricted Subsidiary that taken as a whole are not materially less favorable to the Lenders than such
restrictions in effect on the Closing Date as determined by Holdco or the Parent Borrower in good faith, which determination shall be conclusive), except that Holdco’s or the Parent Borrower’s equity in the net income of any such
Restricted Subsidiary for such period shall be included in such Consolidated Net Income up to the aggregate amount of any dividend or distribution that was or that (as determined by Holdco or the Parent Borrower in good faith, which determination
shall be conclusive) could have been made by such Restricted Subsidiary during such period to Holdco or the Parent Borrower or another Restricted Subsidiary (subject, in the case of a dividend that could have been made to another Restricted
Subsidiary, to the limitation contained in this clause (ii) ),
 (iii) (x) any gain or loss realized upon the sale,
abandonment or other disposition of any asset of Holdco, the Parent Borrower or any Restricted Subsidiary (including pursuant to any sale/leaseback transaction) that is not sold, abandoned or otherwise disposed of in the ordinary course of business
(as determined by Holdco or the Parent Borrower in good faith, which determination shall be conclusive) and (y) any gain or loss realized upon the disposal, abandonment or discontinuation of operations of Holdco, the Parent Borrower or any
Restricted Subsidiary,
 (iv) any extraordinary, unusual, nonrecurring, exceptional, special or infrequent gain, loss or
charge and any other gain, loss or charge not in the ordinary course of business (as reasonably determined and calculated by Holdco or the Parent Borrower in good faith, which determination shall be conclusive) (including fees, expenses and charges
(or any amortization thereof) associated with the Transactions,
 (v) any acquisition, merger, amalgamation or
consolidation, whether or not completed), any severance, relocation, consolidation or the implementation of cost savings initiatives and any accruals or reserves in respect of any extraordinary, non-recurring, unusual, special or infrequent items,
closing, integration, new product (or new technology) developments, introductions or implementations, office or facilities openings, new services lines, team or key employee hirings, establishment of de novo teams, business optimization and/or
similar initiatives or programs, transition or restructuring costs, charges or expenses (whether or not classified as restructuring costs, charges or expenses on the consolidated financial statements of Holdco), any signing, stretch, retention or
completion bonuses, special compensation charges, consulting fees, charges in connection with third-party advisory support to implement new accounting standards, executive recruiting costs, charges incurred in connection with strategic initiatives,
any costs associated with curtailments or modifications to pension and post-retirement employee benefit plans, charges related to any reconstruction, decommissioning, recommissioning or reconfiguration of facilities and fixed assets for alternative
uses, charges in connection with non-ordinary course product and intellectual property development, and charges related to obtaining and/or maintaining corporate credit and corporate family ratings and ratings
in respect of any Indebtedness, in each case, from any rating agency, including Moody’s, S&P and Fitch,
 (vi)
the cumulative effect of a change in accounting principles and changes as a result of the adoption or modification of accounting policies,

 (vii) all deferred financing costs written off and premiums paid in connection with any early extinguishment of Indebtedness
or hedging obligations or other derivative instruments,
 (viii) any gains or losses in respect of Swap Contracts,

 (ix) any unrealized foreign currency translation or transaction gains or losses, including in respect of Indebtedness of any
Person denominated in a currency other than the functional currency of such Person,

 21

 (x) any non-cash compensation charge
arising from any grant of limited liability company interests, stock, stock options or other equity based awards and any income (loss) attributable to deferred compensation plans or trusts,

 (xi) [reserved],

 (xii) any non-cash charge, expense or other impact attributable to application of the
purchase or recapitalization method of accounting (including (1) the total amount of depreciation and amortization, cost of sales or other non-cash expense resulting from the write-up of assets and (2) the total amount of written-down deferred revenue, to the extent resulting from such purchase or recapitalization accounting adjustments),
 non-cash charges for deferred tax valuation allowances or from remeasuring deferred tax assets and non-cash gains, losses, income and expenses resulting from fair value
accounting required by the applicable standard under GAAP,
 (xiii) any impairment charge or asset write-off or write-down, including any charge or write-off or write-downs (1) related to goodwill and other intangible assets, long-lived assets or investments in debt
and equity securities, and any amortization of intangibles, and (2) as a result of a change in law or regulation,

 (xiv) expenses related to the conversion of various employee benefit and equity programs in connection with the Transactions,
any acquisition, merger, amalgamation or consolidation, and non-cash compensation related expenses,

 (xv) any fees and expenses (or amortization thereof), and any charges or costs, in connection with or related to any
acquisition, merger, amalgamation, consolidation, Investment (including non-recurring costs to acquire equipment to the extent not capitalized in accordance with GAAP), Equity Interests Stock or other equity
offering, dividend, distribution or other Restricted Payment, incurrence, discharge or refinancing of Indebtedness, or amendment or modification of any agreement or instrument relating to any Indebtedness (in each case, whether or not completed,
consummated or Incurred, and including (1) any such transaction consummated prior to the Closing Date, (2) any offering or sale of Equity Interests of Holdco to the extent the proceeds thereof were contributed, or if not consummated, were
intended to be contributed to the equity capital of Holdco, the Parent Borrower or any of their Restricted Subsidiaries and (3) any rating agency fees, consulting fees and other related expenses and/or letter of credit or similar fees),

 (xvi) to the extent covered by insurance and actually reimbursed (or Holdco or the Parent Borrower has determined that there
exists reasonable evidence that such amount will be reimbursed by the insurer and such amount is not denied by the applicable insurer in writing within 180 days and is reimbursed within 365 days of the date of such evidence (with a deduction in any
future calculation of Consolidated Net Income for any amount so added back to the extent not so reimbursed within such 365 day period)), any expenses, charges or losses with respect to liability or casualty events or business interruption,

 (xvii) any expenses, charges and losses in the form of earn-out obligations and
contingent consideration obligations (including to the extent accounted for as performance and retention bonuses, compensation or otherwise) and adjustments thereof and purchase price adjustments, in each case paid in connection with any
acquisition, merger, amalgamation or consolidation or Investment,
 (xviii) any expenses, charges, lost profits or losses,
or reserves for liabilities to the extent that the Parent Borrower or any Restricted Subsidiary is entitled to indemnification, insurance, or other reimbursement provisions therefor under binding agreements and is actually reimbursed (or Holdco or
the Parent Borrower has determined that there exists reasonable evidence that such amount will be reimbursed by the indemnifying party and such amount is not denied by the applicable indemnifying party in writing

 22

(with a deduction in any future calculation of Consolidated Net Income for any amount so added back to the extent not so reimbursed)),

 (xix) any accruals and reserves established or adjusted in connection with the Transactions, any Investment, any acquisition,
merger, amalgamation or consolidation that are established as a result of the Transactions, such Investment, such acquisition, merger, amalgamation or consolidation, in each case within 12 months of the applicable closing date and in accordance with
GAAP,
 (xx) effects of adjustments to accruals and reserves established during a prior period attributable to any change
in the methodology of calculating reserves for returns, rebates and other chargebacks (including government program rebates),

 (xxi) the amount of any deduction for minority interests and dividends,

 (xxii) any costs or expenses incurred during such period relating to environmental remediation, litigation, or other disputes
in respect of events and exposures, and
 (xxiii) costs associated with, or in anticipation of, or preparation for,
compliance with the requirements of the Sarbanes Oxley Act of 2002 and the rules and regulations promulgated in connection therewith and public company costs;

 provided , further , that the exclusion of any item pursuant to the foregoing clauses (i) through (xxiii)
shall also exclude the tax impact of any such item (as determined by Holdco or the Parent Borrower in good faith, which determination shall be conclusive), if applicable.

 Notwithstanding the foregoing, for the purpose of clause (a) of the definition of “Available Amount” only,
there shall be excluded from Consolidated Net Income, without duplication, any income consisting of dividends, repayments of loans or advances or other transfers of assets from Unrestricted Subsidiaries to Holdco the Parent Borrower or a Restricted
Subsidiary, and any income consisting of return of capital, repayment or other proceeds from dispositions or repayments of Investments consisting of Restricted Payments, in each case to the extent such income would be included in Consolidated Net
Income and such related dividends, repayments, transfers, return of capital or other proceeds are applied to increase the amount under clause (c) or (d) of the definition of “Available Amount”.

 “ Consolidated Net Indebtedness ” means, as of any date of determination, Consolidated Funded Indebtedness as
of such date minus the Unrestricted Cash Amount.
 “ Consolidated Total Net Leverage Ratio ” means,
as of any date of determination, the ratio of (a) Consolidated Net Indebtedness (after giving effect to any applicable transactions (including any incurrence or discharge of Indebtedness and Liens and the use of proceeds thereof) on such date)
to (b) Consolidated EBITDA for the Measurement Period then most recently ended on or prior to such date.

 “ Consolidated Working Capital ” means, at any date, the excess of (a) the sum of all amounts (other
than cash and Cash Equivalents) that are or would, in conformity with GAAP, be set forth opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet of Holdco at such date excluding the current
portion of current and deferred income taxes over (b) the sum of all amounts that are or would, in conformity with GAAP, be set forth opposite the caption “total current liabilities” (or any like caption) on a consolidated balance
sheet of Holdco on such date, including deferred revenue but excluding, without duplication, (i) the current portion of any Funded Debt, (ii) all Indebtedness consisting of Loans to the extent otherwise included therein, (iii) the
current portion of interest and (iv) the current portion of current and deferred income taxes.

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 “ Contractual Obligation ” means, as to any Person, any
provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

 “ Contribution Amounts ” means the aggregate amount of capital contributions or proceeds from the issuance or
sale of Equity Interests applied by Holdco or the Parent Borrower to permit the incurrence of Contribution Indebtedness pursuant to Section 7.02(q) .

 “ Contribution Indebtedness ” means Indebtedness of Holdco, the Parent Borrower or any Restricted Subsidiary
in an aggregate principal amount not greater than the aggregate amount of Net Cash Proceeds, or the Fair Market Value (as of the date of contribution, issuance or sale) of property or assets, received by Holdco, the Parent Borrower or such
Restricted Subsidiary as capital contributions after the Closing Date or from the issuance or sale of Equity Interests of Holdco, the Parent Borrower or such Restricted Subsidiary (other than any Excluded Contributions, the proceeds from the
issuance of Disqualified Equity Interests or contributions by Holdco) after the Closing Date; provided that such Contribution Indebtedness (a) is incurred within 180 days after the receipt thereof and (b) is so designated as
Contribution Indebtedness pursuant to a certificate of a Responsible Officer of the Parent Borrower promptly following the date of incurrence thereof.

 “ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of
the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “ Controlling ” and “ Controlled ” have meanings correlative to the foregoing.

 “ Controlled Foreign Subsidiary ” means any Subsidiary of Holdco (or of any Subsidiary Guarantor) that is a
“controlled foreign corporation” within the meaning of Section 957 of the Code.
 “ Cost Saving
Initiative ” has the meaning specified in the definition of “Consolidated EBITDA”.
 “ Covered
Entity ” has the meaning specified in Section 11.22(b) .
 “ Covered
Party ” has the meaning specified in Section 11.22(a) .
 “ Credit
Extension ” means each of the following: (a) as to any Lender, the making of an Initial Term Loan (excluding any Supplemental Term Loans being made under an Initial Term Facility), a Revolving Loan, a Swing Line Loan or an Incremental
Revolving Loan (other than the initial extension of credit thereunder) and (b) with respect to any L/C Issuer, an L/C Credit Extension.

 “ Customary Term A Loans ” means any term loans that are syndicated primarily to Persons regulated as banks
in the primary syndication thereof, that, when made, have scheduled amortization of at least 2.5% per year prior to maturity, and that contain other provisions otherwise customary for “term A loans,” as reasonably determined by the
Parent Borrower in good faith.
 “ Daily Simple SOFR ” means, for any day (a “ SOFR Rate
Day ”), a rate per annum equal to SOFR for such day; provided, that if such SOFR Rate Day is not a Business Day, Daily Simple SOFR shall mean the rate per annum equal to SOFR for the Business Day immediately preceding such SOFR Rate Day, in
each case, as such SOFR is published by on the Federal Reserve Bank of New York’s website (or any successor source). Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such
change in SOFR without notice to the Parent Borrower. If by the Reference Time on a Business Day the secured overnight financing rate is not published on the Federal Reserve Bank of New York’s website (or any successor source) and a
Replacement Date with respect to Daily Simple SOFR has not occurred, then Daily Simple SOFR for the applicable SOFR Rate Date shall

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be SOFR for the Business Day first preceding such SOFR Rate Day for which the secured overnight financing rate was published on the on the Federal Reserve Bank of New York’s website (or any
successor source).
 “ DCL ” means Discovery Communications, LLC, a Delaware limited liability company,
and any successor in interest thereto.
 “ Debtor Relief Laws ” means the Bankruptcy Code of the United
States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, judicial management or similar debtor relief Laws of the United States or
other applicable jurisdictions from time to time in effect.
 “ Declined Amounts ” means the sum of
(x) the Term Loan Declined Amounts and (y) the amount of Excess Cash Flow and Net Available Cash of any Asset Disposition offered (to the extent Holdco, the Parent Borrower or any Restricted Subsidiary is required by the terms thereof) to
prepay, repay or purchase other Indebtedness that is secured by the Collateral on a pari passu basis with the Obligations hereunder and which the holders of such Indebtedness decline to accept pursuant to terms equivalent to
 Section 2.05(b)(vi) (as determined by the Borrower Representative in good faith, which determination shall be conclusive).

 “ Default ” means any event or condition that constitutes an Event of Default or that, with the giving of any
notice, the passage of time, or both, would be an Event of Default.
 “ Default Rate ” means (a) when
used with respect to Obligations other than Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2% per annum; provided ,
 however , that with respect to a Term SOFR Loan, Alternative Currency Term Rate Loan or Alternative Currency Daily Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise
applicable to such Loan plus 2% per annum, and (b) when used with respect to Letter of Credit Fees, a rate equal to the Applicable Rate plus 2% per annum.

 “ Defaulting Lender ” means, subject to Section 2.17 , any Lender that (a) has
failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder, or (ii) pay to the Administrative Agent, any L/C Issuer, the applicable Swing Line Lender or any other
Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swing Line Loans) within two Business Days of the date when due, (b) has notified the Parent Borrower, the
Administrative Agent, any L/C Issuer or the applicable Swing Line Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement
relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s good faith determination that a condition precedent to funding (which condition precedent, together with any applicable
default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Parent Borrower, to confirm in writing to the
Administrative Agent and the Parent Borrower that it will comply with its prospective funding obligations hereunder ( provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such
written confirmation by the Administrative Agent and the Parent Borrower), or (d) has, or has a direct or indirect parent company that has, other than via an Undisclosed Administration (i) become the subject of a proceeding under any
Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, judicial manager, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or
assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a

 25

capacity, or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the
ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the
jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements
made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the effective date of such status, shall be conclusive and
binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.17(b) ) as of the date established therefor by the Administrative Agent in a written notice of such
determination, which shall be delivered by the Administrative Agent to the Parent Borrower, each L/C Issuer, the applicable Swing Line Lender and each other Lender promptly following such determination. For purposes of this definition,
“ Undisclosed Administration ” means, in relation to a Lender or its direct or indirect parent company, the appointment of a receiver, conservator, trustee, administrator, custodian or other similar official by a supervisory
authority or regulator under or based on the law in the country where such Lender or such parent company is subject to home jurisdiction, if applicable law requires that such appointment not be publicly disclosed.

 “ Designation Date ” has the meaning specified in Section 2.18(f) .

 “ Designated Jurisdiction ” means any country or territory to the extent that such country or territory
itself is targeted by any comprehensive Sanctions (including, as of the Closing Date, Cuba, Iran, North Korea, the Crimea region of Ukraine, the so-called Luhansk People’s Republic, the so-called Donetsk People’s Republic and the non-government controlled Zaporizhzhia and Kherson regions of Ukraine).

 “ Designated Non-Cash Consideration ” means the Fair Market Value of non-cash consideration received by Holdco, the Parent Borrower or any of their Restricted Subsidiaries in connection with an Asset Sale made pursuant to Section 7.04(b) that is designated
as “Designated Non-Cash Consideration” on the date received less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-Cash Consideration. A particular item of Designated Non-Cash Consideration will no longer be considered to be outstanding when and to the extent it has been paid, redeemed
or otherwise retired or sold or otherwise disposed of, in each case, in or for cash (and only to the extent of the cash so received) and in compliance with Section 7.03(b) .

 “ Designated Preferred Equity Interests ” means Preferred Equity Interests of Holdco that is issued after the
Closing Date for cash and is so designated as Designated Preferred Equity Interests, pursuant to a certificate of a Responsible Officer of the Borrower Representative; provided that the cash proceeds of such issuance shall be excluded from
the calculation set forth in clause (b) of the definition of “Available Amount”.

 “ Designated Subsidiary Borrower ” means, in respect of a Facility, each wholly-owned Domestic Subsidiary of
Holdco or the Parent Borrower party hereto pursuant to Section 2.14 that is designated as a borrower under such Facility, and any successor in interest thereto.

 “ Designated Subsidiary Borrower Notice ” has the meaning specified in
 Section 2.14 .
 “ Designated Subsidiary Borrower Request and Assumption
Agreement ” has the meaning specified in Section 2.14.
 “ Discount Prepayment
Accepting Lender ” has the meaning specified in Section 2.05(c)(ii)(2) .

 26

 “ Discount Range ” has the meaning specified in
 Section 2.05(c)(iii)(1) .
 “ Discount Range Prepayment Amount ” has the meaning
specified in Section 2.05(c)(iii)(1) .
 “ Discount Range Prepayment Notice ”
means a written notice of the Borrower Solicitation of Discount Range Prepayment Offers made pursuant to Section 2.05(c)(iii) substantially in the form of Exhibit O hereto.

 “ Discount Range Prepayment Offer ” means the irrevocable written offer by a Lender, substantially in the
form of Exhibit P hereto, submitted in response to an invitation to submit offers following the Administrative Agent’s receipt of a Discount Range Prepayment Notice.

 “ Discount Range Prepayment Response Date ” has the meaning specified in
 Section 2.05(c)(iii)(1) .
 “ Discount Range Proration ” has the meaning
specified in Section 2.05(c)(iii)(3) .
 “ Discounted Prepayment Determination
Date ” has the meaning specified in Section 2.05(c)(iv)(3) .
 “ Discounted
Prepayment Effective Date ” means, in the case of a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers, or otherwise, the date
that is five Business Days following the receipt by each relevant Lender of notice from the Administrative Agent in accordance with Section 2.05(c)(ii) , Section 2.05(c)(iii) or
 Section 2.05(c)(iv) , as applicable unless a shorter period is agreed to between the Borrower Representative and the Administrative Agent.

 “ Discounted Term Loan Prepayment ” has the meaning specified in
 Section 2.05(c)(i) .
 “ Discretionary Guarantor ” means any Restricted
Subsidiary that is an Excluded Subsidiary but that the Parent Borrower elects to cause to become a Subsidiary Guarantor in its sole discretion; provided that if such Subsidiary is a Foreign Subsidiary, the jurisdiction or organization of such
Subsidiary shall be reasonably satisfactory to the Administrative Agent.
 “ Disposition ” or
“ Dispose ” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without
recourse, of any notes or accounts receivable or any rights and claims associated therewith and any issuance or sale of Equity Interests.

 “ Disqualified Equity Interests ” means, with respect to any Person, any Equity Interest of such Person that,
by its terms (or by the terms of any security into which it is convertible or for which it is puttable, redeemable or exchangeable), in each case, at the option of the holder thereof or upon the happening of any event:

 (1) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (other than as a result of a change of control,
asset sale or similar event),
 (2) is convertible or exchangeable for Indebtedness or Disqualified Equity Interests, or

 (3) is redeemable at the option of the holder thereof, in whole or in part,

 in each case prior to the date that is 91 days after the then latest Maturity Date; provided that only the portion of
Equity Interests that so matures or is mandatorily redeemable, is so convertible or

 27

exchangeable or is so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Equity Interests; provided , further , that any Equity
Interests held by any future, current or former employee, director, officer, member of management, independent contractor or consultant of Holdco or any of its Subsidiaries pursuant to any management, shareholder, director or employee equity plan,
any stock option plan or any other management or employee benefit plan or agreement shall not constitute Disqualified Equity Interests solely because it may be required to be repurchased by Holdco or any of its Subsidiaries in order to satisfy
applicable statutory or regulatory obligations or as a result of such employee’s, director’s, officer’s, management member’s, independent contractor’s or consultant’s termination of employment or service, as
applicable, death or disability; provided , further , that any class of Equity Interests of such Person that by its terms authorizes such Person to satisfy its obligations thereunder by delivery of Equity Interests of Holdco that are not
Disqualified Equity Interests shall not be deemed to be Disqualified Equity Interests.
 “ Disqualified
Institution ” means (i) any Persons identified by the Parent Borrower in writing to the Administrative Agent after the Closing Date, with the consent of the Administrative Agent (such consent not to be unreasonably withheld,
conditioned or delayed) and (ii) any competitors of Holdco and its Subsidiaries identified by the Parent Borrower from time to time as a “Disqualified Institution” by written notice to the Administrative Agent (or any affiliates of
such competitors to the extent such affiliates are reasonably identifiable as affiliates solely on the basis of the name thereof); provided that any additional designation, modification or deletion permitted by the foregoing (i) shall
not apply retroactively to any prior assignment or participation or any pending assignment or participation (a “pending trade”) to the extent such assignment, participation interest or pending trade was acquired by a party that was not a
Disqualified Institution at the time of such assignment, participation or pending trade, as the case may be, (ii) shall be delivered via email to JPMDQ_Contact@jpmorgan.com or such other address as the Administrative Agent may designate
from time to time (such address, the “ Notice Email Address ”), and (iii) shall not become effective until three Business Days (or such shorter period as agreed to by the Administrative Agent and the Parent Borrower) after
notice of such additional designation, modification or deletion by the Parent Borrower is furnished to the Administrative Agent at the Notice Email Address.

 “ Dollar ” and “ $ ” mean lawful money of the United States.

 “ Dollar Equivalent ” means, for any amount, at the time of determination thereof, (a) if such amount is
expressed in Dollars, such amount, and (b) if such amount is expressed in an Alternative Currency, the equivalent of such amount in Dollars as determined by the Administrative Agent or an L/C Issuer, as the case may be, at such time on the
basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Dollars with such Alternative Currency.

 “ Domestic Subsidiary ” means any Restricted Subsidiary that is organized under the laws of any political
subdivision of the United States that is not a Foreign Subsidiary.
 “ Earlier Maturity Date Basket ”
means an amount equal to the greater of (x) $4,400,000,000 and (y) 50.0% of Consolidated EBITDA as of the last day of the most recently ended Measurement Period.

 “ ECF Acquisition ” has the meaning specified in clause (a)(iii) of the definition of “Excess
Cash Flow”.
 “ ECF Disposition ” has the meaning specified in clause (a)(iii) of the
definition of “Excess Cash Flow”.
 “ ECF Payment Date” has the meaning specified in
 Section 2.05(b)(i) .

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 “ ECF Prepayment Amount ” has the meaning specified in
 Section 2.05(b)(i) .
 “ 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 financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to
consolidated supervision with its parent.
 “ 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.

 “ Electronic Copy ” shall have the meaning specified in Section 11.17 .

 “ Electronic Record ” and “ Electronic Signature ” shall have the meanings assigned to them,
respectively, by 15 USC §7006, as it may be amended from time to time.
 “…

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