TABLE OF CONTENTS

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Exhibits and Schedules

Exhibit A Form of Assignment and Acceptance

Exhibit A-1 Form of Administrative Questionnaire

Exhibit B Form of Borrowing Request

Exhibit C Form of Swingline Borrowing Request

Exhibit D Form of Interest Election Request

Exhibit E [Reserved]

Exhibit F-1 Form of Non-Bank Tax Certificate (Lenders/Non-Partnerships)

Exhibit F-2 Form of Non-Bank Tax Certificate (Lenders/Partnerships)

Exhibit F-3 Form of Non-Bank Tax Certificate (Participants/Non-Partnerships)

Exhibit F-4 Form of Non-Bank Tax Certificate (Participants/Partnerships)

Exhibit G Form of Solvency Certificate

Exhibit H Form of Prepayment Notice

Exhibit I Form of Compliance Certificate

Exhibit J-1 Form of Term Note

Exhibit J-2 Form of Revolving Note

Exhibit K-1 Form of Acceptable Permitted Junior Intercreditor Agreement
 

Schedule 1.01(A) [Reserved]

Schedule 1.01(B) Closing Date Immaterial Subsidiaries

Schedule 1.01(C) Permitted Holders

Schedule 1.01(D) [Reserved]

Schedule 1.01(E) [Reserved]

Schedule 1.01(F) [Reserved]

Schedule 1.01(G) [Reserved]

Schedule 2.01 Commitments

Schedule 3.04 Governmental Approvals

Schedule 3.09 Litigation

Schedule 3.13 Taxes

Schedule 3.16 Environmental Matters

Schedule 3.19 Intellectual Property

Schedule 5.12 Post-Closing Items

Schedule 6.01 Indebtedness

Schedule 6.02(a) Liens

Schedule 6.04 Investments

Schedule 6.05 Dispositions

Schedule 9.01 Notice Information

THIS CREDIT AGREEMENT, dated as of September 18, 2026 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), by and among NCM HOLDINGS, LLC, a Delaware limited liability company (the “Initial Borrower”), NATIONAL CINEMEDIA, LLC, a Delaware limited liability company (the “Company”), CAPTIVATE HOLDINGS, LLC, a Delaware limited liability company (“Captivate Holdings”), CAPTIVATE, LLC, a Delaware limited liability company (“Captivate” and upon the consummation of the Debt Assumption, together with the Initial Borrower, the Company and Captivate Holdings, the “Borrowers” and each a “Borrower”), NCMI II, LLC, a Delaware limited liability company (“NCM II”), NCM PARENT, LLC, a Delaware limited liability company (“NCM Parent,” and together with NCM II, collectively, “Holdings”), the Lenders party hereto from time to time and CRESTLINE DIRECT FINANCE, L.P., a Delaware limited partnership, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”) for the Lenders and Collateral Agent for the Secured Parties.

RECITALS

WHEREAS, pursuant to the terms of the Acquisition Agreement, the Initial Borrower (in such capacity, the “Buyer”) will acquire, including without limitation by means of any direct or indirect acquisitions of equity interests, mergers, contributions, and other actions, the Blocker Entities and the Acquired Company (collectively, the “Acquisition”).

WHEREAS, in connection with the consummation of the Transactions, the Borrowers have requested that the Lenders hereunder (a) extend credit to the Borrowers in the form of Initial Term Loans in an original aggregate principal amount equal to $275,000,000 and (b) establish Initial Revolving Facility Commitments to extend credit thereunder in an amount equal to $25,000,000, in each case, subject to increase as provided herein or therein.

WHEREAS, the Lenders and the Issuing Banks are willing to extend such credit to the Borrowers on the terms and subject to the conditions set forth herein.

AGREEMENT

NOW, THEREFORE, for and in consideration of the premises and covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

Article I

Definitions

Section 1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings specified below:

“AAL Joinder Condition” shall mean, with respect to any Incremental Facility or other Indebtedness pari passu in right of payment with, and/or secured (or purported to be secured) by liens on all or part of the Collateral on a pari passu basis with, all or part of the Facilities, that the holders thereof (and any agent on behalf of such holders) shall, to the extent not already party thereto, have joined the Agreement Among Lenders then in effect among the Lenders and any of the Secured Parties and agreed to the terms thereof, or shall have entered into an agreement on substantially the same terms as the Agreement Among Lenders, in each case reasonably satisfactory to the Required Revolving Facility Lenders.

“ABR” shall mean, for any day, a floating rate of interest per annum equal to the highest of (a) the Federal Funds Effective Rate in effect for such day plus 0.50%, (b) the Prime Rate in effect on such day, (c) Term SOFR for an Interest Period of one month plus 1.00% and (d) 2.50%. Any change in such rate due to a change in the Prime Rate, the Federal Funds Effective Rate or Term SOFR shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or Term SOFR, as the case may be.

“ABR Borrowing” shall mean a Borrowing comprised of ABR Loans.

“ABR Loan” shall mean any ABR Term Loan, ABR Revolving Loan or Swingline Loan.

“ABR Revolving Facility Borrowing” shall mean a Borrowing comprised of ABR Revolving Loans.

“ABR Revolving Loan” shall mean any Revolving Facility Loan bearing interest at a rate determined by reference to the ABR in accordance with the provisions of Article II.

“ABR Term Loan” shall mean any Term Loan bearing interest at a rate determined by reference to the ABR in accordance with the provisions of Article II.

“Acquired Company” has the meaning assigned to the term “Company” in the Acquisition Agreement.

“Acquisition” has the meaning assigned to such term in the Recitals to this Agreement.

“Acquisition Agreement” shall mean that certain Securities Purchase Agreement and Plan of Merger, dated as of August 10, 2026, by and among the Acquired Company, Captivate Network Holdings, Inc., Captivate Network Holdings II, Inc., Captivate Network Holdings III, Inc., The Posmantur Trust U/T/A DTD 12/27/2022, the Buyer, GCP Captivate Secondary LP, GCP Captivate Secondary LP – Series B 2, GCP Captivate Secondary LP – Series C, NCM Blocker Merger Sub, Inc., and the Ultimate Parent, as in effect on the date hereof and as otherwise amended, modified or waived from time to time, other than in the case of amendments, modifications or waivers that are materially adverse to the interests of the Lenders.

“Administrative Agent” shall have the meaning assigned to such term in the introductory paragraph of this Agreement, together with its permitted successors and assigns.

“Administrative Agent Fee Letter” shall mean the Agency Fee Letter dated as of August 10, 2026 between Crestline Management, L.P. and the Company.

“Administrative Agent Fees” shall have the meaning assigned to such term in Section 2.12(a).

“Administrative Agent’s Office” shall mean the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 9.01, or such other address or account as the Administrative Agent may from time to time notify to the Borrowers and the Lenders.

“Administrative Questionnaire” shall mean an Administrative Questionnaire in the form of Exhibit A-1 or such other form supplied by the Administrative Agent.

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

“Affiliate” shall mean, when used with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. None of the Administrative Agent, any Joint Lead Arranger, any Lender (other than any Affiliate Lender) or any of their respective Affiliates shall be considered an Affiliate of Holdings or any Subsidiary thereof.

“Affiliate Lender” shall have the meaning assigned to such term in Section 9.21(a).

“Agents” shall mean the Administrative Agent and the Collateral Agent.

“Agreement” shall have the meaning assigned to such term in the introductory paragraph of this Agreement, as may be amended, restated, supplemented or otherwise modified from time to time.

“Agreement Among Lenders” shall have the meaning assigned to such term in Section 9.08(f).

“Ancillary Fees” shall have the meaning assigned to such term in Section 9.08(b)(vi).

“Anti-Corruption Laws” shall have the meaning assigned to such term in Section 3.22.

“Applicable Date” shall have the meaning assigned to such term in Section 2.24(a).

“Applicable Margin” for any day, (a) with respect to any Initial Revolving Facility Loan, (i) 7.00% per annum in the case of any Term SOFR Loan and (ii) 6.00% per annum in the case of any ABR Loan and (b) with respect to any Initial Term Loan, (i) if the Company has not made a PIK Election with respect to any Borrowing in respect of such Initial Term Loan, (x) 7.00% per annum in the case of any Term SOFR Loan and (y) 6.00% per annum in the case of any ABR Loan and (ii) if the Company has made a PIK Election with respect to any Borrowing in respect of such Initial Term Loan, (x) 7.50% per annum in the case of any Term SOFR Loan and (y) 6.50% per annum in the case of any ABR Loan. The Applicable Margin for any other Class of Other Term Loans and Incremental Revolving Loans shall be as set forth in the applicable Incremental Assumption Agreement.

“Applicable Period” shall mean, with respect to any Excess Cash Flow Period, (i) such Excess Cash Flow Period and (ii) at the election of the Company with respect to any specified deduction to Excess Cash Flow or the ECF Payment Amount, the period from the end of such Excess Cash Flow Period until the date of required prepayment pursuant to Section 2.11(c) with respect to such Excess Cash Flow Period.

“Applicable Revolver Commitment Fee Rate” shall mean for any day, 0.50% per annum.

“Approved Electronic Communications” shall mean any notice, demand, communication, information, document or other material that any Loan Party provides to the Administrative Agent pursuant to any Loan Document or the transactions contemplated therein and which is distributed to Agents or Lenders by means of electronic communications pursuant to Sections 9.01 or 9.17.

“Approved Fund” shall have the meaning assigned to such term in Section 9.04(b)(ii).

“Assignee” shall have the meaning assigned to such term in Section 9.04(b)(i).

“Assignment and Acceptance” shall mean an assignment and acceptance entered into by a Lender and an Assignee, and accepted by the Administrative Agent and the Company (if required by Section 9.04), in the form of Exhibit A or such other form (including electronic documentation generated by use of an electronic platform) as shall be approved by the Administrative Agent and, if the consent of the Company is required by Section 9.04, reasonably satisfactory to the Company.

“Availability Period” shall mean, (a) with respect to the Initial Revolving Facility Commitments, the period from and including the Closing Date to but excluding the earlier of the Initial Revolving Facility Maturity Date and the date of termination of all of the Initial Revolving Facility Commitments; and (b) with respect to any other Class of Revolving Facility Commitments, the period from and including the effective date for such Class of Revolving Facility Commitments to but excluding the earlier of the Revolving Facility Maturity Date for such Class and the date of termination of the Revolving Facility Commitments of such Class.

“Available Unused Commitment” shall mean, with respect to a Revolving Facility Lender under any Class of Revolving Facility Commitments at any time, an amount equal to the amount by which (a) the applicable Revolving Facility Commitment of such Revolving Facility Lender in respect of that Class of Revolving Facility Commitments at such time exceeds (b) the applicable Revolving Facility Credit Exposure of such Revolving Facility Lender in respect of that Class at such time.

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

“Beneficial Ownership Certification” shall mean a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

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

“Benefit Plan” shall mean any of (a) an “employee benefit plan” (as defined in Section 3(3) of 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”.

“Blocker Entities” means, collectively (i) Captivate Network Holdings, Inc., a Delaware corporation, (ii) Captivate Network Holdings II, Inc., a Delaware corporation, and (iii) Captivate Network Holdings III, Inc., a Delaware corporation.

“Blocker Merger” means the merger of each of Captivate Network Holdings II, Inc. and Captivate Network Holdings III, Inc. with and into Captivate Network Holdings, Inc. on or about the Closing Date.

“Board” shall mean the Board of Governors of the Federal Reserve System of the United States of America.

“Board of Directors” shall mean, as to any Person, the board of directors or other governing body of such Person, or if such Person is owned or managed by a single entity, the board of directors or other governing body of such entity.

“Bona Fide Debt Fund” shall mean any debt fund, investment vehicle, regulated bank or non-regulated lending entity that is primarily engaged in making, purchasing, holding or otherwise investing in loans or bonds and/or similar extensions of credit in the ordinary course of business and which is managed, sponsored or advised by any Person controlling, controlled by or under common control with (a) any bona fide operating business competitor of the Ultimate Parent, Holdings or the Borrowers and/or any of their respective Subsidiaries or (b) any Affiliate of such competitor, but, in each case, with respect to which no personnel involved with any investment in such Person or the management, control or operation of such Person (i) makes, has the right to make or participates with others in making any investment decisions with respect to such Person or (ii) has access to any information (other than information that is publicly available) relating to the Ultimate Parent, Holdings, the Borrowers or their respective Subsidiaries or any entity that forms a part of any of their respective businesses; it being understood and agreed that the term “Bona Fide Debt Fund” shall not include any Person that is separately identified to the Joint Lead Arrangers or the Administrative Agent in accordance with clause (i) of the definition of “Ineligible Institution” or any reasonably identifiable Affiliate of any such Person on the basis of such Affiliate’s name.

“Borrower” shall mean (i) initially, the Initial Borrower and the Company, and (ii) after the consummation of the Debt Assumption, the Initial Borrower, the Company, Captivate Holdings and Captivate.

“Borrower Materials” shall have the meaning assigned to such term in Section 9.17(a).

“Borrowing” shall mean a group of Loans of a single Type under a single Facility, and made on a single date and, in the case of Term SOFR Loans, as to which a single Interest Period is in effect.

“Borrowing Minimum” shall mean (a) in the case of Term SOFR Loans, $500,000 (b) in the case of ABR Loans other than Swingline Loans, $500,000 and (c) in the case of Swingline Loans, $200,000.

“Borrowing Multiple” shall mean (a) in the case of Term SOFR Loans, $100,000 and (b) in the case of ABR Loans, $100,000.

“Borrowing Request” shall mean a request by the Company in accordance with the terms of Section 2.03 and substantially in the form of Exhibit B or another form approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent).

“Budget” shall have the meaning assigned to such term in Section 5.04(e).

“Business Day” shall mean any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located.

“Buyer” has the meaning assigned to such term in the Recitals to this Agreement.

“Capital Expenditures” shall mean, for any Person in respect of any period, the aggregate of all expenditures incurred by such Person during such period that, in accordance with GAAP, are or should be included in “additions to property, plant or equipment” or similar items reflected in the statement of cash flows of such Person.

“Capitalized Software Expenditures” shall mean, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by a Person during such period in respect of licensed or purchased software or internally developed software and software enhancements that, in accordance with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of such Person and its subsidiaries.

“Captivate” shall have the meaning assigned to such term in the introductory paragraph of this Agreement.

“Captivate Equipment” shall mean the lit and unlit digital display screens, media players, and the associated network connectivity and mounting hardware that are installed at and used in the operation of Captivate’s elevator and lobby advertising network in the United States to the extent that Captivate or an affiliate is the owner of such equipment or such equipment was acquired at the direction of Captivate or an Affiliate for use within the Captivate network. “Captivate Equipment” shall not include (i) any equipment owned by a landlord, property manager, or other third-party owner or operator of the applicable location, (ii) any equipment owned by Captivate that is not used in the operation of the Captivate advertising network, (iii) any software or other Intellectual Property stored or used in connection therewith, or (iv) any equipment that has yet to be installed (unless acquired for a specific de novo, replacement or upgrade location within the United States) or that has been retired, replaced, or decommissioned in the ordinary course of business; provided that the value of any property described in clauses (ii) – (iv) of this sentence shall not exceed $500,000 in any Fiscal Year.

“Captivate Holdings” shall have the meaning assigned to such term in the introductory paragraph of this Agreement.

“Captive Insurance Subsidiary” shall mean any Subsidiary of Holdings subject to regulation as an insurance company (or any Subsidiary thereof).

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

“Cash Management Agreement” shall mean any agreement to provide to Holdings, any Borrower or any Subsidiary cash management services for collections, treasury management services (including controlled disbursement, overdraft, automated clearing house fund transfer services, return items and interstate depository network services), any demand deposit, payroll, trust or operating account relationships, commercial credit cards, merchant card, purchase or debit cards, non-card e-payables services, cash pooling and concentration, supplier financing, and other cash management services, including electronic funds transfer services, lockbox services, stop payment services and wire transfer services.

“Cash Management Bank” shall mean any Person that, at the time it enters into a Cash Management Agreement (or on the Closing Date), is (or is an Affiliate of a Person that is) an Agent, a Joint Lead Arranger or a Lender or an Affiliate of any such Person, in each case, in its capacity as a party to such Cash Management Agreement, regardless of whether any such Person shall thereafter cease to be an Agent, a Joint Lead Arranger or a Lender or an Affiliate of any of the foregoing.

“CFC” shall mean a “controlled foreign corporation” within the meaning of Section 957 of the Code.

A “Change in Control” shall mean (i) the Ultimate Parent ceases to own and control, beneficially and of record, directly or indirectly, (x) seventy-five percent (75%) of the then outstanding Voting Stock of the Company; provided that no Person other than the Ultimate Parent, Cinemark or any of their respective Controlled Affiliates shall own and control such Voting Stock and (y) one hundred percent (100%) of the then outstanding Voting Stock of each other Borrower (other than the Company) or (ii) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than any Permitted Holder, shall become the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of more than 40% of the then outstanding Voting Stock of the Ultimate Parent.

“Change in Law” shall mean (a) the adoption of any law, rule or regulation after the Closing Date, (b) any change in law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the Closing Date or (c) compliance by any Lender (or, for purposes of Section 2.15(b), by any Lending Office of such Lender or by such Lender’s holding company, if any) with any written request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the Closing Date; provided, however, that notwithstanding anything herein to the contrary, (x) all requests, rules, guidelines or directives under or issued in connection with the Dodd‑Frank Wall Street Reform and Consumer Protection Act, all interpretations and applications thereof and any compliance by a Lender with any request or directive relating thereto and (y) all requests, rules, guidelines or directives promulgated under or in connection with, all interpretations and applications of, or any compliance by a Lender with any request or directive relating to the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case under clauses (x) and (y) be deemed to be a “Change in Law,” but only to the extent a Lender is imposing applicable increased costs or costs in connection with capital adequacy requirements similar to those described in clauses (a) and (b) of Section 2.15 generally on other borrowers of loans under United States of America syndicated credit facilities, which, as a credit matter, are similarly situated to the Borrowers.

“Charges” shall have the meaning assigned to such term in Section 9.09.

“Cinemark” shall mean Cinemark USA, Inc., a Texas corporation, and its Affiliates.

“Class” shall mean, (a) when used in respect of any Loan or Borrowing, whether such Loan or the Loans comprising such Borrowing are Initial Term Loans, any Other Term Loans, Initial Revolving Facility Loans or Incremental Revolving Loans; and (b) when used in respect of any Commitment, whether such Commitment is in respect of a commitment to make Initial Term Loans, any Other Term Loans or Incremental Revolving Loans. Other Term Loans and Incremental Revolving Loans that have different terms and conditions (together with the Commitments in respect thereof) from the Initial Term Loans or the Initial Revolving Facility Loans, respectively, and from each other Class of Loans or Commitments, as applicable, shall each be construed to be in separate and distinct Classes.

“Closing Date” shall mean September 18, 2026.

“Closing Date Financial Statements” shall mean (1) to the extent the Buyer has received the same under the Acquisition Agreement, (a) audited consolidated balance sheets as of December 31, 2025 and December 31, 2024 of the Acquired Company and its subsidiaries and the related audited statements of comprehensive income, changes in members’ deficit and cash flows for the fiscal years then ended (together with the notes thereto) of the Acquired Company and its subsidiaries and (b) the unaudited consolidated balance sheet as of April 30, 2026 of the Acquired Company and its subsidiaries and the related unaudited statements of comprehensive income, changes in members’ deficit and cash flows for the four (4) month period then ended of the Acquired Company and its subsidiaries and (2)(a) audited balance sheets as of January 1, 2026 and December 26, 2024 of Ultimate Parent and its subsidiaries and the related audited statements of income or operations, shareholders’ equity and cash flows for the fiscal years then ended (together with the notes thereto) of Ultimate Parent and its subsidiaries, (b) the unaudited balance sheet as of April 2, 2026 of Ultimate Parent and its subsidiaries and the related unaudited statements of income or operations, shareholders’ equity and cash flows for the three (3) month period then ended of the Ultimate Parent and its subsidiaries and (c) if the Closing Date occurs at any time after the date which is sixty (60) days following the end of the fiscal quarter of the Ultimate Parent ending July 2, 2026 (the “Additional Financial Statement Trigger Date”), the unaudited balance sheet as of July 2, 2026 of Ultimate Parent and its subsidiaries and the related unaudited statements of income or operations, shareholders’ equity and cash flows for the six (6) month period then ended of Ultimate Parent (it being understood and agreed that the receipt of the financial statements referred to in clause (2)(c) of this definition shall not be a condition to the availability and funding of each Facility on the Closing Date if all other conditions set forth in Section 4.02 (subject in all cases to the Limited Conditionality Provision) have been satisfied (or waived by the Joint Lead Arrangers) prior to the Additional Financial Statement Trigger Date). The Joint Lead Arrangers hereby acknowledge receipt of the financial statements referred to in clauses (1)(a), (1)(b), 2(a), (2)(b) and (2)(c) as of the Closing Date and further acknowledge that the conditions set forth in clauses (1)(a), (1)(b), 2(a), (2)(b) and (2)(c) have been satisfied as of the Closing Date.

“Closing Date Material Adverse Effect” shall have the meaning assigned to the term “Material Adverse Effect” in the Acquisition Agreement.

“Closing Date Refinancing” shall have the meaning assigned to such term in Section 4.02(d).

“CME” shall mean CME Group Benchmark Administration Limited.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Collateral” shall mean all the “Collateral” as defined in the Security Agreement and all other property that is subject to any Lien in favor of the Secured Parties and/or the Administrative Agent, the Collateral Agent or any Subagent for the benefit of the Secured Parties to secure the Secured Obligations pursuant to any Security Document. For the avoidance of doubt, in no event shall “Collateral” include any Excluded Property.

“Collateral Agent” shall mean the Administrative Agent acting as collateral agent for the Secured Parties, together with its successors and permitted assigns in such capacity.

“Collateral and Guarantee Requirement” shall mean the requirement that (in each case in accordance with and subject to the Limited Conditionality Provision, Sections 5.10(c) and (e) and Schedule 5.12):

(a) on the Closing Date, the Collateral Agent shall have received (i) a completed Perfection Certificate, dated the Closing Date and signed by a Responsible Officer of the Borrowers and

the other Loan Parties, together with all attachments contemplated thereby, (ii) from Holdings, the Borrowers and each Subsidiary Loan Party, a counterpart of the Guarantee Agreement and of each Security Document, in each case to which it is to be a party as of the Closing Date, in each case duly executed and delivered on behalf of such Person, (iii) the results of customary lien searches made with respect to the Loan Parties as reasonably satisfactory to the Collateral Agent and (iv) evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such searches are Permitted Liens or have been, or will be simultaneously or substantially concurrently with the closing under this Agreement, released (or arrangements reasonably satisfactory to the Administrative Agent for such release shall have been made);

(b) on the Closing Date, (i) (x) all outstanding Equity Interests directly owned by the Loan Parties, other than Excluded Property, and (y) all intercompany Indebtedness owing to any Loan Party, other than Excluded Property, shall have been pledged to the Collateral Agent to the extent required to be pledged pursuant to the Security Agreement and (ii) the Collateral Agent shall have received certificates or other instruments (if any) representing such Equity Interest (other than certificates or instruments issued by the Borrowers or their Subsidiaries that are not received by the Buyer on or prior to the Closing Date after using commercially reasonable efforts) and any notes or other instruments, in each case to the extent required to be delivered pursuant to the Security Agreement, together with stock powers, note powers or other instruments of transfer (if applicable) with respect thereto endorsed in blank;

(c) in the case of any Person that becomes a Subsidiary Loan Party after the Closing Date, the Collateral Agent shall have received, within the time period set forth in Section 5.10(c), (i) a supplement to the Security Agreement (or, at the option of the Subsidiary Loan Party, a new security agreement in substantially similar form or such other form reasonably satisfactory to the Collateral Agent), (ii) a supplement to the Perfection Certificate and (iii) a supplement to the Guarantee Agreement (or, at the option of the Subsidiary Loan Party, a new guarantee agreement in substantially similar form or such other form reasonably satisfactory to the Collateral Agent);

(d) after the Closing Date, all Equity Interests directly acquired by a Loan Party after the Closing Date, other than Excluded Property, shall have been pledged to the Collateral Agent to the extent required to be pledged pursuant to the Security Agreement, and delivered to the Collateral Agent together with stock powers or other instruments of transfer (if applicable) with respect thereto endorsed in blank by the date that financial statements are next required to be delivered pursuant to Section 5.04(a) or (b) following the fiscal quarter in which such Equity Interests are acquired;

(e) in the case of any Person that is a Designated Guarantor and that becomes a Subsidiary Loan Party after the Closing Date and, in each case, to which none of the preceding clauses apply, the Collateral Agent shall have received, by such time as the Administrative Agent shall agree in its reasonable discretion (i) such Security Documents as are customary for the jurisdiction of organization of such Designated Guarantor and as are reasonably requested by the Collateral Agent, pursuant to which such Designated Guarantor shall grant security over substantially all of its assets, other than Excluded Property, in favor of the Collateral Agent (for the benefit of the Secured Parties), (ii) a supplement to the Perfection Certificate and (iii) a supplement to the Guarantee Agreement (or, at the option of the Subsidiary Loan Party, a new guarantee agreement in substantially similar form or such other form reasonably satisfactory to the Collateral Agent);

(f) except as otherwise contemplated by this Agreement or any Security Document, all Uniform Commercial Code financing statements and filings with the United States Copyright Office and the United States Patent and Trademark Office covering United States of America issued patents and registered trademarks and copyrights (and pending applications for the foregoing) expressly required by the terms of the Security Documents shall have been delivered, filed, registered or recorded or delivered to

the Collateral Agent for filing, registration or the recording concurrently with, or promptly following, the execution and delivery of each such Security Document;

(g) [reserved]; and

(h) the Collateral Agent shall have received evidence of the insurance required on the Closing Date by the terms of Section 5.02 hereof.

Notwithstanding anything to the contrary but subject to Section 5.10(e), no actions shall be required to be taken to satisfy the Collateral and Guarantee Requirement with respect to any Collateral acquired after the Closing Date until the earlier of (x) the date of delivery of the financial statements that are next required to be delivered pursuant to Section 5.04(a) or (b) following the fiscal quarter in which such Collateral is acquired and (y) 90 days following the acquisition of such Collateral (or, in each case, such later date as the Administrative Agent may agree in its reasonable discretion).

“Commitment Letter” shall mean that certain Commitment Letter dated on or about August 10, 2026 by and among the Company, each Joint Lead Arranger and certain of their Affiliates.

“Commitments” shall mean, (a) with respect to any Lender, such Lender’s Revolving Facility Commitment or Term Facility Commitment and (b) with respect to any Swingline Lender, its Swingline Commitment (it being understood that a Swingline Commitment does not increase the applicable Swingline Lender’s Revolving Facility Commitment).

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

“Common Unit Adjustment Agreement” means the Common Unit Adjustment Agreement by and among the Ultimate Parent, the Company, Cinemark USA, Inc., and the other parties thereto, dated as of February 13, 2007, as the same may be amended, restated, amended and restated, supplemented or modified from time to time.

“Communication” shall have the meaning assigned to such term in Section 9.13(c).

“Company” shall have the meaning assigned to such term in the introductory paragraph of this Agreement.

“Company Operating Agreement” shall mean the Third Amended and Restated Limited Liability Company Operating Agreement dated as of February 13, 2007, by and among Cinemark Media, Inc. and Ultimate Parent, as the same may be amended, restated, amended and restated, supplemented or modified from time to time.

“Compliance Certificate” shall mean a Compliance Certificate signed by a Financial Officer of the Company substantially in the form of Exhibit I or another form approved by the Administrative Agent.

“Conforming Changes” shall mean, with respect to the use, administration of or any conventions associated with SOFR, Term SOFR or any Successor Rate, any conforming changes to applicable definitions of “ABR”, “Daily Simple SOFR”, “SOFR”, “Term SOFR” and “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 discretion of the Administrative Agent in consultation with the Company, 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 (or, if the Administrative Agent determines in consultation with the Company that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such rate exists, in such other manner of administration as the Administrative Agent in consultation with the Company determines is reasonably necessary in connection with the administration of this Agreement and any other Loan Document).

“Consolidated Debt” with respect to any Person at any date shall mean the sum of (without duplication) all (I) Indebtedness under any of clauses (a) (including purchase money Indebtedness), (b), (c), (d), (e), (g), (h), (i), (j) and (k) of the definition of Indebtedness and (II) any disbursement in respect of any Letter of Credit that has not been reimbursed within three Business Days, in each case, of such Person and its subsidiaries determined on a consolidated basis on such date in accordance with GAAP, in each case as reflected, or would be required to be reflected, on a balance sheet prepared in accordance with GAAP; provided that, at the option of the Company, Consolidated Debt shall be decreased or increased, as applicable, by the amount of the net cash value of all currency Hedging Agreements to the extent relating to such Consolidated Debt assuming that such Hedging Agreements were settled on the last day of such Test Period as determined by the Company in good faith. Notwithstanding the foregoing, Consolidated Debt of Holdings and its subsidiaries shall not include Indebtedness in respect of letters of credit or bank guarantees, to the extent undrawn.

“Consolidated Net Income” shall mean, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Subsidiaries for such period, on a consolidated basis; provided, however, that, without duplication,

(i) [reserved],

(ii) any income or loss from Disposed of, abandoned, closed, divested or discontinued operations, properties or assets and any net after-Tax gain or loss on the Dispositions of Disposed of, abandoned, closed or discontinued operations, properties or assets shall be excluded,

(iii) [reserved],

(iv) [reserved],

(v) the Net Income for such period of any Person that is not a Subsidiary of such Person, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be included only to the extent of the amount of dividends or distributions or other payments paid in cash, Permitted Investments or other cash equivalents (or to the extent converted into cash, Permitted Investments or other cash equivalents) to the referent Person or a Subsidiary thereof (other than an Unrestricted Subsidiary of such referent Person) in respect of such period,

(vi) the cumulative effect of a change in accounting principles and changes as a result of the adoption or modification of accounting policies during such period whether effected through a cumulative effect adjustment or a retroactive application, in each case in accordance with GAAP during such period shall be excluded,

(vii) effects of purchase accounting adjustments (including the effects of such adjustments pushed down to such Person and its Subsidiaries and including the effects of

adjustments to (A) deferred rent, (B) Finance Lease Obligations or other obligations or deferrals attributable to capital spending funds with suppliers or (C) any deferrals of revenue) in component amounts required or permitted by GAAP, resulting from the application of recapitalization accounting or purchase accounting, as the case may be, in relation to the Transactions or any acquisition or Investment consummated after the Closing Date or the amortization or write-off of any amounts thereof, net of Taxes, shall be excluded,

(viii) any impairment charges, including any bad debt expense, or asset write-offs or write-downs, in each case pursuant to GAAP, and the amortization of intangibles and other fair value adjustments arising pursuant to GAAP, shall be excluded,

(ix) [reserved],

(x) accruals and reserves that are established or adjusted, as applicable, (a) within twelve months after the Closing Date that are required to be established, adjusted or incurred, as applicable, as a result of the Transactions in accordance with GAAP or (b) within twelve months after the closing of any other Permitted Business Acquisition or other permitted Investment that are required to be established, adjusted or incurred, as applicable, as a result of such acquisition or Investment in accordance with GAAP shall be excluded,

(xi) non-cash gains, losses, income and expenses resulting from fair value accounting required by the applicable standard under GAAP and related interpretation shall be excluded,

(xii) any gain, loss, income, expense or charge resulting from the application of any LIFO method shall be excluded,

(xiii) any charges for deferred Tax expenses associated with any tax deduction or net operating loss arising as a result of the Transactions, or the release of any valuation allowance related to any such item shall be excluded,

(xiv) (a) any unrealized or realized currency translation or transaction gains and losses (including currency re-measurements of Indebtedness, any currency translation gains and losses related to the translation to the presentation currency and translation of a foreign operation and any net loss or gain resulting from Hedging Agreements), (b) any realized or unrealized gain or loss in respect of (x) any obligation under any Hedging Agreement as determined in accordance with GAAP and/or (y) any other derivative instrument, pursuant to, in the case of this clause (y), Financial Accounting Standards Board’s Accounting Standards Codification No. 815-Derivatives and Hedging and (c) unrealized gains or losses in respect of any Hedging Agreement and any ineffectiveness recognized in earnings related to qualifying hedge transactions or the fair value of changes therein recognized in earnings for derivatives that do not qualify as hedge transactions, in respect of Hedging Agreements, shall be excluded,

(xv) any deductions attributable to minority interests or the amount of any non-controlling interest attributable to non-controlling interests of third parties in any non-Wholly Owned Subsidiary, excluding cash distributions in respect thereof, shall be excluded,

(xvi) [reserved],

(xvii) so long as such Person in good faith expects to receive such amount, to the extent that (x) a claim for reimbursement or indemnification is submitted or expected to be

submitted within 180 days and (y) such Person expects in good faith to receive such amount within 365 days following the date of such submission (with a deduction for any amount so added back to the extent not so submitted within 180 days or reimbursed within such 365 days), the amount of proceeds estimated in good faith to be received or receivable with respect to liability or casualty events or business interruption or that are, directly or indirectly, reimbursed or reimbursable by a third party, and amounts that are covered by indemnification or other reimbursement provisions in connection with any acquisition, Investment or any sale, conveyance, transfer or other disposition of assets permitted hereunder shall be included (with a deduction for amounts actually received up to such estimated amount to the extent included in Net Income in a future period) and expenses incurred in connection with obtaining such reimbursement or indemnification shall be excluded,

(xviii) [reserved],

(xix) an amount equal to the amount of Restricted Payments actually made to any Parent Entity or equity holder of such Person in respect of Taxes during such period in accordance with Section 6.06(b)(v) or (b)(vii) shall be included as though such amounts had been paid as income Taxes directly by such Person for such period,

(xx) [reserved],

(xxi) [reserved],

(xxii) solely for the purpose of calculating Excess Cash Flow, the income or loss of any Person accrued prior to the date on which such Person becomes a Restricted Subsidiary of such Person or is merged into or consolidated with such Person or any Restricted Subsidiary of such Person or the date that such other Person’s assets are acquired by such Person, or any Restricted Subsidiary of such Person shall be excluded,

(xxiii) [reserved], and

(xxiv) any non-cash expenses, accruals or reserves related to adjustments to historical tax exposures shall be excluded.

Unless otherwise specified, Consolidated Net Income shall refer to Consolidated Net Income of Holdings and its Subsidiaries.

“Consolidated Total Assets” shall mean, as of any date, all amounts which would, in conformity with GAAP, be set forth opposite the caption “total assets” (or any like caption) on a consolidated balance sheet of Holdings and its consolidated Subsidiaries.

“consolidation” shall mean the consolidation of the accounts of each of the Subsidiaries with those of Holdings or the Borrowers, as applicable, in accordance with GAAP. The term “consolidated” has a correlative meaning.

“Continuing Letter of Credit” shall have the meaning assigned to such term in Section 2.05(k).

“Contribution Debt” has the meaning assigned to such term in Section 6.01(l).

“Control” shall mean 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 ownership of voting securities, by contract or otherwise, and “Controlling” and “Controlled” shall have meanings correlative thereto.

“Control Agreement” shall have the meaning assigned to such term in the Security Agreement.

“Control Agreement Delivery Date” shall have the meaning assigned to such term in Schedule 5.12 attached hereto.

“Covered Affiliate” has the meaning assigned to such term in Section 9.08(j)(i).

“Covered Entity” shall have the meaning assigned to such term in Section 9.26(b).

“Covered Party” shall have the meaning assigned to such term in Section 9.26(a).

“Credit Event” shall have the meaning assigned to such term in Article IV.

“Cumulative Credit” shall mean, at any date, an amount, not less than zero in the aggregate, determined on a cumulative basis equal to, without duplication:

(a) [reserved],

(b) the Cumulative Retained Excess Cash Flow Amount at such time, which cumulative amount shall, in either case, not be less than zero; provided that such amount shall not be available for any Restricted Payment pursuant to Section 6.06(e) or any Restricted Debt Payment pursuant to Section 6.09(b)(i)(E) if (i) any Specified Event of Default or any Event of Default under Section 7.01(d) that is triggered by a default in respect of any covenant contained in Article VI shall then exist or (ii) the Net Total Leverage Ratio on a Pro Forma Basis for the most recently ended Test Period would exceed 2.90 to 1.00; provided, further that such amount shall not be available for any Investment pursuant to Section 6.04(hh) if any Event of Default shall have occurred and be continuing, plus

(c) [reserved], plus

(d) the aggregate amount of any Retained Declined Proceeds, plus

(e) the cumulative amount of proceeds (including cash and the fair market value (as determined in good faith by the Company) of property other than cash) from the sale of Equity Interests (other than Disqualified Stock) of Ultimate Parent after the Closing Date and on or prior to such time (including upon exercise of warrants or options), which proceeds have been contributed as Qualified Equity Interests to the capital of any Borrower; provided that this clause (e) shall exclude any Cure Amount, sales of Equity Interests financed as contemplated by Section 6.04(e) or used as described in clause (a)(x) of the definition of “EBITDA”, any amount used to incur Indebtedness under Section 6.01(l), and any amounts used to finance Restricted Debt Payments pursuant to Section 6.09(b), plus

(f) 100% of the aggregate amount of contributions as Qualified Equity Interests to the capital of any Borrower received in cash (and the fair market value (as determined in good faith by the Borrowers in consultation with the Administrative Agent) of property other than cash received) after the Closing Date (subject to the same exclusions as are applicable to clause (e) above), plus

(g) [reserved], plus

(h) [reserved], plus

(i) [reserved], plus

(j) [reserved], plus

(k) [reserved], plus

(l) [reserved], minus

(m) any amount thereof used to make Investments pursuant to Section 6.04(hh) after the Closing Date prior to such time, minus

(n) any amount thereof used to make Restricted Payments pursuant to Section 6.06(e) prior to such time, minus

(o) any amount thereof used to make Restricted Debt Payments pursuant to Section 6.09(b)(i)(E) (other than payments made with proceeds from the issuance of Equity Interests that were excluded from the calculation of the Cumulative Credit pursuant to clause (e) above).

“Cumulative Retained Excess Cash Flow Amount” shall mean, at any date, an amount (which shall not be less than zero in the aggregate) determined on a cumulative basis equal to the aggregate cumulative sum of Excess Cash Flow for all Excess Cash Flow Periods ending after the Closing Date and prior to such date that is not required to be applied as a mandatory prepayment under Section 2.11(c).

“Cure Amount” shall have the meaning assigned to such term in Section 7.03.

“Cure Expiration Date” shall have the meaning assigned to such term in Section 7.03.

“Cure Notice” shall have the meaning assigned to such term in Section 7.03.

“Cure Right” shall have the meaning assigned to such term in Section 7.03.

“Current Assets” shall mean, with respect to Holdings and its Subsidiaries on a consolidated basis at any date of determination, all assets (other than cash and Permitted Investments or other cash equivalents) that would, in accordance with GAAP, be classified on a consolidated balance sheet of Holdings and its Subsidiaries as current assets at such date of determination, other than amounts related to current or deferred Taxes based on income or profits.

“Current Liabilities” shall mean, with respect to Holdings and its Subsidiaries on a consolidated basis at any date of determination, all liabilities that would, in accordance with GAAP, be classified on a consolidated balance sheet of Holdings and its Subsidiaries as current liabilities at such date of determination, other than (a) the current portion of any Indebtedness, (b) accruals of Interest Expense (excluding Interest Expense that is due and unpaid), (c) accruals for current or deferred Taxes based on income or profits, (d) accruals, if any, of Transaction Expenses resulting from the Transactions, (e) accruals of any costs or expenses related to (i) severance or termination of employees prior to the Closing Date or (ii) bonuses, pension and other post-retirement benefit obligations and (f) accruals for add-backs to EBITDA included in clauses (a)(v) and (a)(vii) of the definition of such term or clause (i) of the definition of Consolidated Net Income.

“Daily Simple SOFR” with respect to any applicable determination date means the SOFR published on such date on the Federal Reserve Bank of New York’s Website (or any successor source).

“Debt Assumption” has the meaning set forth in Section 2.01(d)(ii).

“Debt Service” shall mean, with respect to Holdings and its Subsidiaries on a consolidated basis for any period, Interest Expense for such period, plus scheduled principal amortization of Consolidated Debt for such period.

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

“Declined Proceeds” shall have the meaning assigned to such term in Section 2.11(h)(i).

“Declining Lender” shall have the meaning assigned to such term in Section 2.11(h)(i).

“Default” shall mean any event or condition that upon notice, lapse of time or both would constitute an Event of Default.

“Default Rate” means the default rate of interest payable under Section 2.13(c).

“Default Right” shall have the meaning assigned to such term in Section 9.26(b).

“Defaulting Lender” shall mean, subject to Section 2.25, 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 unless such Lender notifies Administrative Agent and Company in writing that such failure is the result of such Lender’s reasonable and good faith determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied or (ii) pay to the Administrative Agent, any Issuing Bank, the Swingline 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 Swingline Loans) within two Business Days of the date when due, (b) has notified the Company, the Administrative Agent, the Swingline Lender or any Issuing Bank in writing that it does not intend or expect to comply with its funding obligations hereunder or generally under other agreements in which it commits to extend credit, or has made a public statement to that effect (unless such writing relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s reasonable and good faith determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Company, to confirm in writing to the Administrative Agent and the Company 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 Company) 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, 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 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 of America 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 shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.25) upon delivery of written notice of such determination to the Company, each Issuing Bank, the Swingline Lender and each Lender.

“Designated Guarantor” shall have the meaning assigned to such term in the definition of “Subsidiary Loan Party.”

“Designated Non-Cash Consideration” shall mean the fair market value (as determined in good faith by the Company) of non-cash consideration received by any Borrower or any Subsidiary in connection with a Disposition that is so designated as Designated Non-Cash Consideration by the Company, less the amount of cash, Permitted Investments or other cash equivalents received in connection with a subsequent disposition of, or as proceeds of, such Designated Non-Cash Consideration.

“Dispose” or “Disposed of” shall mean to convey, sell, lease, sell and leaseback, assign, farm-out, transfer or otherwise dispose of any property, business or asset. The term “Disposition” shall have a correlative meaning to the foregoing. For the avoidance of doubt, grants of limited non-exclusive licenses of Intellectual Property for fixed terms in the ordinary course of business to any Person shall not constitute a Disposition of those Intellectual Property rights.

“Disqualified Stock” shall mean, with respect to any Person, any Equity Interests of such Person that, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior or concurrent repayment in full of the Loans and all other Loan Obligations that are accrued and payable and the termination of the Commitments), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part or (c) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Stock, in each case, prior to the date that is 91 days after the Latest Maturity Date in effect at the time of issuance thereof (provided that only the portion of the Equity Interests that so mature or are mandatorily redeemable, are so convertible or exchangeable or are so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Stock). Notwithstanding the foregoing: (i) any Equity Interests issued to any employee or to any plan for the benefit of employees of the Ultimate Parent or its Subsidiaries or by any such plan to such employees shall not constitute Disqualified Stock solely because they may be required to be repurchased by Ultimate Parent or such Subsidiary in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability; (ii) no Equity Interests issued to employees, directors, officers and/or consultants and held by any future, present or former employee, director, officer or consultant (or their respective Affiliates, heirs, descendants or estate planning vehicles) of Ultimate Parent or any Subsidiary shall be considered a Disqualified Stock because such Equity Interests are redeemable or subject to repurchase pursuant to any customary management equity subscription agreement, stock option, stock appreciation right or other stock award agreement, stock ownership plan, put agreement, stockholder agreement or similar agreement that may be in effect from time to time; (iii) no Equity Interests shall be considered Disqualified Stock because such Equity Interests are redeemable or subject to repurchase in connection with Equity Repurchase Amounts; and (iv) 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 that are not Disqualified Stock shall be deemed not to be Disqualified Stock.

“Dollars” or “$” shall mean lawful money of the United States of America.

“EBITDA” shall mean, with respect to Holdings and its Subsidiaries on a consolidated basis for any period, the Consolidated Net Income of Holdings and its Subsidiaries for such period, plus:

(a) the sum of (in each case without duplication and to the extent the respective amounts described in subclauses (i) through (xx) of this clause (a) (other than clauses (ix), (xi), (xiii), (xvii) and (xviii) below) (x) were deducted in determining Consolidated Net Income for such period and (y) were not excluded therefrom for the respective period for which EBITDA is being determined):

(i) (A) payments of Taxes or deferred Taxes of Holdings and its Subsidiaries for such period, including, without limitation, income and similar Taxes, and the amount of distributions pursuant to Sections 6.06(b) in respect of such period,

(ii) Interest Expense (and to the extent not included in Interest Expense, (a) fees and expenses paid to the Administrative Agent in connection with its services hereunder, (b) other bank, administrative agency (or trustee) and financing fees (including commissions, discounts and other fees and charges associated with the Loans or the Letters of Credit) and rating agency fees, (c) [reserved], (d) [reserved], and (e) interest charge on defined benefit liabilities,

(iii) (A) depreciation and amortization expenses of Holdings and its Subsidiaries for such period and (B) any impairment charge,

(iv) (A) any employee ramp-up charges or any changes related to underutilized personnel (including duplicative personnel) and (B) any business optimization costs charges or expenses and other restructuring costs, charges (including any charge relating to any tax restructuring) or expenses (including any cost or expense related to employment of terminated employees), any costs and expenses related to any New Project or any reconstruction, decommissioning, recommissioning or reconfiguration of fixed assets for alternative uses (including but not limited to rent termination costs, moving costs and legal costs), asset retirement costs in connection with sales, dispositions or abandonments of assets or discontinued operations, fees, expenses or charges relating to closing costs, rebranding costs, curtailments or modifications to pension and post-retirement employee benefit plans, excess pension charges, charges attributable to any carveout, integration costs, opening costs, recruiting costs, signing, retention, recruitment or completion bonuses and expenses, stock option and other equity-based compensation expenses and the amount of payments made to option holders in connection with, or as a result of, any distribution being made to shareholders, severance and relocation costs, systems design and establishment costs, implementation and upgrade charges, losses or expenses, costs relating to entry into a new market or to exiting a market, costs associated with closings, expansions and consolidations (including but not limited to termination costs, moving costs and legal costs), new operation costs, unused warehouse and other facility costs, new contract costs, New Projects and other project start-up costs, costs relating to early termination of rights fee arrangements, consulting fees, one-time compensation costs, consulting or corporate development costs and software and other Intellectual Property development charges, costs and expenses incurred in connection with strategic initiatives, transition costs, costs and expenses incurred in connection with non-ordinary course product and Intellectual Property development, costs incurred in connection with acquisitions (or purchases of assets) prior to or after the Closing Date, costs or expenses related to employment of terminated employees, litigation costs and expenses (including any settlements, fines, judgments or orders and

costs or other charges related thereto) and any costs attributable to the undertaking and/or implementation of new initiatives, cost savings initiatives, cost rationalization programs, operating expense reductions, revenue synergies and/or similar initiatives or programs (including, without limitation, in connection with any inventory optimization program, integration, restructuring or transition, any reconstruction, decommissioning, recommissioning or reconfiguration of fixed assets for alternative uses, any implementation of operational and reporting systems and technology initiatives (including any expense relating to the implementation of enhanced accounting or IT functions or new system designs)),

(v) any other non-cash charges, expenses or losses, including, without limitation, any non-cash impairment charge and any write-offs or write-downs, any amortization of intangibles, any non-cash compensation expense, any non-cash translation loss, any non-cash asset retirement costs and any non-cash expense relating to the vesting of warrants (in each case, excluding any non-cash charge, expense or loss relating to any write-off, write-down or reserve with respect to accounts receivable or inventory) in each case reducing Consolidated Net Income for such period; provided that for purposes of this subclause (v) of this clause (a), (i) if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the Company may determine not to add back such non-cash charge in the current period and (ii) to the extent the Company does decide to add back any such non-cash charges, any non-cash charges or losses shall be treated as cash charges or losses in any subsequent period during which cash disbursements attributable thereto are made (but excluding, for the avoidance of doubt, amortization of a prepaid cash item that was paid in a prior period),

(vi) [reserved],

(vii) Transaction Expenses (in an aggregate amount not to exceed $45,000,000) and other transaction fees, costs, accruals, expenses or charges (including rationalization, legal, tax, structuring and other costs and expenses, other than depreciation or amortization expense as described in the preceding subclause (iii)) related to any issuance or exchange of Equity Interests (including by Ultimate Parent), Investment, acquisition, Disposition, merger, consolidation or amalgamation, recapitalization, dividend, restricted payment, option buyouts, refinancing transactions, Hedging Agreements or other derivative instruments, or the incurrence, modification, amendment or repayment of Indebtedness (including any amortization or write-off of debt issuance or deferred financing costs, premiums and prepayment penalties) permitted to be incurred by this Agreement (including repayment, redemption or refinancing thereof) (in each case, whether or not successful), including (x) such fees, expenses or charges related to this Agreement (including rating agency legal and bank fees) and (y) any amendment or other modification of the Secured Obligations or other Indebtedness,

(viii) [reserved],

(ix) pro forma adjustments, including expected “run rate” cost savings, expense reductions, operational improvements, operating changes, optimizations, initiatives and non-revenue synergies (excluding, for the avoidance of doubt, any revenue synergies, revenue enhancements, contribution margin from price increases or new contracts, or adjustments in respect of changes in deferred revenue), related to (A) the Transactions that are (x) reasonably identifiable, factually supportable and projected by the Company in good faith to result from actions that have been taken or with respect to which substantial steps have been taken or are expected to be taken within 12 months after the Closing Date (in the good faith determination of the Company) or (y) without duplication of clause (xi) below, contemplated by the Acquisition Agreement or identified to the Joint Lead Arrangers (including in the Projections, any management presentation, the QofE,

the Model or any other quality of earnings or similar report or analysis) prior to the Closing Date (including in respect of any action taken on or prior to the Closing Date) or (B) any acquisition (including the commencement of activities constituting a business), disposition (including the termination or discontinuance of activities constituting a business) or other specified investment or transaction or event, or related to any operational changes, improvements, optimizations, actions, restructuring initiative, cost savings initiative or other similar initiative (including arrangements of efficiencies from the shifting of production of one or more products from one facility to another), that in the case of this clause (B) are reasonably identifiable, factually supportable and projected by the Company in good faith to result from actions that have been taken or with respect to which substantial steps have been taken or are expected to be taken within 12 months after the last day of the applicable period (in the good faith determination of the Company) and are net of actual benefits realized,

(x) (A) any costs or expense incurred pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, any pension plan (including any post-employment benefit program which has been agreed to with the relevant pension trustee), any employee benefit trust, any employment benefits program, any long-term incentive plan or any similar equity plan or arrangement (including any deferred compensation arrangement), including, without limitation, pensions or other post-employment benefit costs representing amortization of unrecognized prior service costs, actuarial costs, including amortization of such amounts arising in prior periods, and (B) any charge in connection with the rollover, acceleration or payout of equity interests held by management, in each case under this clause (x), to the extent that such costs or expenses are non-cash or are funded with cash proceeds contributed to the capital of Holdings or a Subsidiary (other than contributions received from Holdings or another Subsidiary) or net cash proceeds of an issuance of Equity Interests of Holdings (other than Disqualified Stock) not otherwise applied for another purpose hereunder,

(xi) add-backs and adjustments that are (x) consistent with Regulation S‑X, (y) identified or set forth in the QofE or (z) identified or set forth in (I) the Model (subject to the approval of the Administrative Agent in its reasonable discretion) or (II) any quality of earnings analysis or report prepared by financial advisors of recognized standing or any other firm reasonably acceptable to the Administrative Agent (it being understood that the “Big Four” accounting firms are acceptable) and delivered to the Administrative Agent in connection with any acquisition or similar Investment not prohibited by this Agreement,

(xii) the amount of any loss or Pre-Opening Expenses attributable to a New Project, until the date that is 12 months after the date of completing the construction, acquisition, assembling or creation of such New Project, as the case may be; provided that (A) such losses or Pre-Opening Expenses are reasonably identifiable and factually supportable and (B) losses or Pre-Opening Expenses attributable to such New Project after 12 months from the date of completing such construction, acquisition, assembling or creation, as the case may be, shall not be included in this subclause (a)(xii); provided, further, that the aggregate amount added to or included in EBITDA pursuant to this subclause (a)(xii), shall not, for any Test Period, exceed an amount equal to 5% of EBITDA for such Test Period, calculated after giving effect to any such add-backs or inclusions and all other add-backs and inclusions,

(xiii) [reserved],

(xiv) [reserved],

(xv) [reserved],

(xvi) the amount of earn-out and other contingent consideration obligations (including to the extent accounted for as bonuses, compensation or otherwise) incurred in connection with (A) the Transactions, (B) [reserved] and (C) any acquisition or other Investment permitted by this Agreement, in each case, which is paid or accrued in such period and, in each case, adjustments thereof; provided that any accrual amount added back pursuant to this clause (xvi) shall not be added back in any subsequent period when paid,

(xvii) the amount of any cash actually received by such Person during such period and not included in Consolidated Net Income in any period, to the extent that any non-cash gain relating to such cash receipt or netting arrangement was deducted in the calculation of EBITDA pursuant to clause (b) below for any previous period and not added back,

(xviii) any non-cash charge related to rent expense, including the excess of rent expense over actual cash rent paid during the relevant period due to the use of straight line rent for GAAP purposes,

(xix) all charges, losses or expenses attributable to, and payments of, legal settlements, fines, judgments or orders, and

(xx) extraordinary, special, one-time or non-recurring charges, expenses or losses (as determined by the Company in good faith);

minus (b) the sum of (without duplication and to the extent the amounts described in this clause (b) increased such Consolidated Net Income for the respective period for which EBITDA is being determined) non-cash items increasing Consolidated Net Income of Holdings and its Subsidiaries for such period (but excluding any such items (A) in respect of which cash was received in a prior period or will be received in a future period or (B) which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges that reduced EBITDA in any prior period) and extraordinary gains;

Notwithstanding anything contained in this definition to the contrary, (i) the aggregate amount added to or included in EBITDA pursuant to subclauses (a)(iv), (a)(ix) and (a)(xx) of the definition of EBITDA, shall not, for any Test Period, exceed an amount equal to 20% of EBITDA for such Test Period, calculated after giving effect to any such add-backs or inclusions and all other add-backs and inclusions and (ii) EBITDA of Holdings and its Subsidiaries shall be deemed to be: (a) $14,300,000 for the fiscal quarter ended September 25, 2025, (b) $44,900,000 for the fiscal quarter ended January 1, 2026, (c) $(9,800,000) for the fiscal quarter ended April 2, 2026 and (d) $7,900,000 for the fiscal quarter ended July 2, 2026 (in each case, as may be adjusted pursuant to clause (a)(ix)(A) of the foregoing definition of EBITDA for each Test Period).

“ECF Date” shall have the meaning assigned to such term in Section 2.11(c).

“ECF Excluded Amount” shall have the meaning assigned to such term in Section 2.11(c)(i).

“ECF Payment Amount” shall have the meaning assigned to such term in Section 2.11(c).

“ECF Threshold Amount” shall have the meaning assigned to such term in Section 2.11(c)(i).

“EEA Financial Institution” shall mean (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” shall mean any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

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

“Effective Yield” shall mean, as to any Indebtedness, the effective yield applicable thereto calculated by the Borrowers in good faith (in consultation with the Administrative Agent) in a manner consistent with generally accepted financial practices, taking into account (a) interest rate margins, (b) interest rate floors (subject to the proviso set forth below), (c) any amendment to the relevant interest rate margins and interest rate floors prior to the applicable date of determination and (d) original issue discount and upfront or similar fees (based on an assumed four-year average life to maturity or lesser remaining average life to maturity), but excluding any reasonable and customary advisory, arrangement, commitment, consent, structuring, success, underwriting, ticking, unused line fees, amendment fees and/or any similar fees payable in connection therewith, in each case, that are (i) not shared severally by the Borrowers with all lenders or (ii) incurred for the purpose of evading the MFN Provision; provided, with respect to any Indebtedness that includes a “rate floor”, that (A) to the extent that Term SOFR (for an Interest Period of three months) or ABR (in each case without giving effect to any floor specified in the definitions thereof on the date on which the Effective Yield is being calculated), as applicable, is less than such floor, the amount of such difference will be deemed added to the interest rate margin applicable to such Indebtedness for purposes of calculating the Effective Yield and (B) to the extent that Term SOFR (for an Interest Period of three months) or ABR (in each case, without giving effect to any floor specified in the definitions thereof), as applicable, is greater than such floor, the floor will be disregarded in calculating the Effective Yield.

“Electronic Copy” shall have the meaning assigned to such term in Section 9.13(c).

“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.

“Eligible Assignee” shall mean a Person (including Holdings, any Borrower, any Restricted Subsidiary, any Unrestricted Subsidiary and any Affiliate Lender) other than (a) any Ineligible Institution, (b) any Defaulting Lender or any of its subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing persons described in this clause (b) or (c) any natural person (or a holding company, investment vehicle or trust for, or owned and operated by or for the primary benefit of a natural person).

“Employee Benefit Plan” shall mean any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) that is established, sponsored, maintained, or contributed to by Holdings, any Borrower or any Subsidiary.

“Environment” shall mean ambient and indoor air, surface water and groundwater (including potable water, navigable water and wetlands), the land surface or subsurface strata, and natural resources such as flora and fauna.

“Environmental Laws” shall mean all applicable laws (including common law), rules, regulations, codes, ordinances, orders, binding agreements, decrees or judgments, promulgated or entered into by or with any Governmental Authority, relating in any way to the Environment, preservation or reclamation of natural resources, the generation, use, transport, management, Release or threatened Release of, or exposure to, any hazardous material or to public or employee health and safety matters (to the extent relating to the Environment or hazardous materials).

“Environmental Permits” shall have the meaning assigned to such term in Section 3.16.

“Equity Interests” of any Person shall mean any and all shares, interests, rights to purchase or otherwise acquire, warrants, options, participations or other equivalents of or interests in (however designated) equity or ownership of such Person, including any preferred stock, any limited or general partnership interest and any limited liability company membership interest, and any securities or other rights or interests convertible into or exchangeable for any of the foregoing.

“Equity Repurchase Amounts” means the following:

(i) cash payments to allow for the payment of cash in lieu of the issuance of fractional Equity Interests upon the exercise of options or warrants, upon the conversion or exchange of Equity Interests of the Company, or in connection with the annual common unit adjustment pursuant to the Common Unit Adjustment Agreement;

(ii) payments required to be made pursuant to any equity incentive plan of Ultimate Parent, including any repurchase of common Equity Interests from future, current or former directors, consultants, officers, members of management or employees (and their respective estates, heirs, family members, spouses, domestic partners, former spouses or former domestic partners);

(iii) redemptions of the Company’s common Equity Interests in exchange for shares of the Ultimate Parent’s common Equity Interests on a one-for-one basis pursuant to the Common Unit Adjustment Agreement; and

(iv) at the Company’s option, in lieu of an exchange set forth in the preceding clause (iii), redemptions of the Company’s common Equity Interests consisting of cash payments equal to (x) the arithmetic average of the volume weighted average prices for a share of Ultimate Parent common stock on the principal United States securities exchange or automated or electronic quotation system on which Ultimate Parent’s common stock trades, as reported by Bloomberg, L.P., or its successor, for each of the three (3) consecutive full Trading Days (as defined in the Company Operating Agreement) ending on and including the last full Trading Day immediately prior to the Redemption Date multiplied by the number of the Company’s common Equity Interests subject to such redemption or (y) the amount specified in the Company Operating Agreement in connection with a redemption that is materially consistent with the calculations in effect as of the date hereof.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time and any final regulations promulgated and the rulings issued thereunder.

“ERISA Affiliate” shall mean any trade or business (whether or not incorporated) that, together with Holdings, a Borrower or a Subsidiary, is treated as a single employer under Section 414(b) or

(c) of the Code, or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414(m) of the Code.

“ERISA Event” shall mean (a) any Reportable Event or the requirements of Section 4043(b) of ERISA apply with respect to a Plan; (b) with respect to any Plan, the failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, whether or not waived; (c) a determination that any Plan is, or is expected to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code); (d) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan, the failure to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure to make any required contribution to a Multiemployer Plan; (e) the incurrence by Holdings, a Borrower, a Subsidiary or any ERISA Affiliate of any liability (contingent or otherwise) under Title IV of ERISA with respect to the termination of any Plan or Multiemployer Plan; (f) the receipt by Holdings, a Borrower, a Subsidiary or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or to appoint a trustee to administer any Plan under Section 4042 of ERISA, or the occurrence of an event or condition which would reasonably be expected to constitute grounds for the institution of such proceedings; (g) the incurrence by Holdings, a Borrower, a Subsidiary or any ERISA Affiliate of any liability (contingent or otherwise) with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; (h) the receipt by Holdings, a Borrower, a Subsidiary or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from Holdings, a Borrower, a Subsidiary or any ERISA Affiliate of any notice, that a Multiemployer Plan is, or is expected to be, insolvent, within the meaning of Title IV of ERISA, or in “endangered” or “critical” status, within the meaning of Section 432 of the Code or Section 305 of ERISA; (i) the imposition of a lien under Section 303(k) of ERISA with respect to any Plan; (j) the withdrawal or partial withdrawal of any of Holdings, a Borrower, a Subsidiary or any ERISA Affiliate from a Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; or (k) the filing of a notice of intent to terminate any Plan.

“ESAs” shall mean the collective reference to: (a) the Exhibitor Services Agreement between the Company and American Multi-Cinema, Inc., a Missouri corporation, dated as of February 13, 2007 and (b) the Exhibitor Services Agreement between the Company and Cinemark, dated as of February 13, 2007, in each case, as the same may be amended, restated, amended and restated, supplemented or modified from time to time.

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

“Event of Default” shall have the meaning assigned to such term in Section 7.01.

“Excess Cash Flow” shall mean, with respect to Holdings and its Subsidiaries on a consolidated basis for any Excess Cash Flow Period (or the related Applicable Period), EBITDA of Holdings and its Subsidiaries on a consolidated basis for such Excess Cash Flow Period without giving effect to clauses (ix), (xi), (xii), (xiii), (xvii), (xviii), (xix) and (xx) thereof, minus, without duplication:

(a) Debt Service for such Applicable Period to the extent paid in cash (including (i) fees and expenses paid to the Administrative Agent in connection with its services hereunder, (ii) other bank, administrative or rating agency (or trustee) and financing fees in respect of Indebtedness permitted under this Agreement, and (iii) commissions, discounts, closing fees and other fees and charges owed with respect to revolving commitments, letters of credit, bank guarantees, bankers’ acceptances or any similar facilities or financing and Hedging Agreements),

(b) the aggregate principal amount of any voluntary payment of Term Loans and the amount of any voluntary payments of Revolving Facility Loans to the extent accompanied by permanent reductions of any related commitments during such Applicable Period (other than any voluntary prepayment of the Term Loans, which shall be the subject of Section 2.11(c)(ii)(A), and any voluntary prepayments of the Revolving Facility Commitment, which shall be the subject of Section 2.11(c)(ii)(B)),

(c) Taxes (including Taxes paid pursuant to any Tax sharing arrangement conforming to Section 6.06(b)(v)) paid in cash or Tax reserves set aside in good faith for amounts payable in respect of such Fiscal Year by Holdings and its Subsidiaries during such Excess Cash Flow Period or that will be paid within six months after the end of such Excess Cash Flow Period and the amount of any distributions made pursuant to Section 6.06(b) (other than clause (b)(vii)) during such Excess Cash Flow Period or that will be made within six months after the close of such Excess Cash Flow Period; provided (x) that with respect to any such amounts to be paid or distributed after the close of such Excess Cash Flow Period, (i) any amount so deducted shall not be deducted again in a subsequent Excess Cash Flow Period, except to the extent such amount has been added back pursuant to clause (q) below and is subsequently paid or distributed, and (ii) appropriate reserves shall have been established in accordance with GAAP and (y) without duplication of clause (q) below, any reserves set aside not actually paid during the Excess Cash Flow Period or such six month period after the Excess Cash Flow Period shall increase Excess Cash Flow in the next subsequent Excess Cash Flow Period,

(d) an amount equal to any increase in Working Capital (other than any increase arising from the recognition or de-recognition of any Current Assets or Current Liabilities upon an acquisition or disposition of a business) of Holdings and its Subsidiaries for such Excess Cash Flow Period,

(e) [reserved],

(f) [reserved],

(g) amounts paid in cash during such Excess Cash Flow Period on account of (A) items that were accounted for as non-cash reductions of Net Income in determining Consolidated Net Income or as non-cash reductions of Consolidated Net Income in determining EBITDA of Holdings and its Subsidiaries in a prior Excess Cash Flow Period and (B) reserves or accruals established in purchase accounting,

(h) the aggregate principal amount of all mandatory prepayments and scheduled repayments of Indebtedness (other than those required due to the incurrence of Indebtedness (other than revolving Indebtedness)), together with the aggregate amount of any interest, premiums, make whole or penalty payments required to be paid (and actually paid) in connection therewith, in the Applicable Period,

(i) the amount related to items that were added to or excluded from or not deducted from Net Income in calculating Consolidated Net Income or were added to or excluded from or not deducted from Consolidated Net Income in calculating EBITDA to the extent such items resulted in an increase to EBITDA (including by increasing Consolidated Net Income) and either (i) represented a cash payment which had not reduced Excess Cash Flow upon the accrual thereof in a prior Excess Cash Flow Period or (ii) have a corresponding asset or liability movement captured which has not been excluded in the calculation of Working Capital,

(j) (A) any deductions attributable to minority interests that were added to or not deducted from Net Income in calculating Consolidated Net Income and (B) the EBITDA of joint ventures and minority investments added to Consolidated Net Income in calculating EBITDA,

(k) [reserved], and

(l) to the extent included in the calculation of EBITDA for such Excess Cash Flow Period, the amount of any insurance proceeds received by Holdings or any Subsidiary during such period under any representation and warranty insurance policy obtained in connection with the Acquisition, any acquisition or Investment permitted by this Agreement,

plus, without duplication:

(m) an amount equal to any decrease in Working Capital (other than any decrease arising from the recognition or de-recognition of any Current Assets or Current Liabilities upon an acquisition or disposition of a business) of Holdings and its Subsidiaries for such Excess Cash Flow Period,

(n) cash payments received in respect of Hedging Agreements during such Excess Cash Flow Period to the extent (i) not included in the computation of EBITDA or (ii) such payments do not reduce Interest Expense,

(o) any extraordinary or non-recurring gain realized in cash during such Excess Cash Flow Period (except to the extent such gain consists of Net Proceeds subject to Section 2.11(b)),

(p) the amount related to items that were deducted from or excluded from or not added to Net Income in connection with calculating Consolidated Net Income or were deducted from or excluded from or not added to Consolidated Net Income in calculating EBITDA to the extent such items resulted in a decrease to EBITDA (including by decreasing Consolidated Net Income) and either (i) represented cash received by Holdings or any Subsidiary or (ii) have a corresponding asset or liability movement captured which has not been excluded in the calculation of Working Capital, and

(q) to the extent any payments for Taxes referred to in clause (c) above are not made in the following Excess Cash Flow Period, the amount of Taxes that were not so paid in such following Excess Cash Flow Period.

“Excess Cash Flow Period” shall mean each Fiscal Year of the Borrower, commencing with the Fiscal Year of the Borrower ending on or about December 31, 2027.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Excluded Account” shall have the meaning assigned to such term in the Security Agreement.

“Excluded Indebtedness” shall mean all Indebtedness permitted to be incurred pursuant to Section 6.01.

“Excluded Lender” has the meaning assigned to such term in Section 9.08(j)(ii).

“Excluded Parties” shall mean Affiliates and/or managed funds of the Lenders or the Joint Lead Arrangers that are engaged as principals primarily in private equity or that are engaged directly or indirectly in a sale of the Acquired Company and its Subsidiaries as sell-side representative.

“Excluded Proceeds” shall have the meaning assigned to such term in the definition of “Net Proceeds.”

“Excluded Property” shall have the meaning assigned to such term in Section 5.10(e).

“Excluded Securities” shall mean any of the following:

(a) any Equity Interests or Indebtedness with respect to which the Collateral Agent and the Company reasonably agree that the cost or other consequences of pledging such Equity Interests or Indebtedness in favor of the Secured Parties under the Security Documents are likely to be excessive in relation to the value (as determined by the Company in good faith in consultation with the Administrative Agent) to be afforded thereby;

(b) (A) any Equity Interests in excess of 65% of the issued and outstanding voting Equity Interests to the extent a pledge of such interests would result in material adverse Tax consequences, as determined in good faith by the Company in consultation with the Administrative Agent, taking into account all relevant sections of the Code, including, but not limited to, Section 245A of the Code and the United States Treasury regulations issued thereunder (provided that the foregoing limitation shall not apply to nonvoting Equity Interests) of (i) any CFC or (ii) any FSHCO and (B) any Equity Interests of any Subsidiary that is an Excluded Subsidiary pursuant to any of clauses (c), (d), (e), (i), (k) and (l) of the definition thereof;

(c) [reserved];

(d) any Equity Interests or Indebtedness to the extent the pledge thereof would be prohibited by any Requirement of Law;

(e) any Equity Interests of any Person that is not a Wholly Owned Subsidiary;

(f) [reserved];

(g) [reserved];

(h) any Equity Interests of any Subsidiary to the extent that the pledge of such Equity Interests would reasonably be expected to result in material adverse Tax consequences or material adverse regulatory consequences to Holdings, any Borrower, any of their respective Subsidiaries, or any Parent Entity, in each case, as determined in good faith by the Borrowers in consultation with the Administrative Agent (taking into account all relevant sections of the Code, including, but not limited to, Section 245A of the Code and the United States Treasury regulations issued thereunder);

(i) [reserved];

(j) [reserved];

(k) any Margin Stock; and

(l) any Rule 13-02 Equity Interests.

provided that, in no event shall this definition of “Excluded Securities” include the Equity Interests in a Borrower or other Loan Party.

“Excluded Subsidiary” shall mean any of the following (except as otherwise provided in the definition of Subsidiary Loan Party):

(a) each Immaterial Subsidiary of Holdings that is not a Borrower,

(b) each Subsidiary that is not a Wholly Owned Subsidiary (for so long as such Subsidiary remains a non-Wholly Owned Subsidiary),

(c) each Subsidiary that is prohibited or restricted by law, rule or regulation or contractual obligation from Guaranteeing or that would require a governmental (including regulatory) or third party consent, approval, license or authorization to Guarantee the Secured Obligations (including under any financial assistance, corporate benefit, thin capitalization, capital maintenance, liquidity maintenance or similar legal principles) unless such consent has been received, it being understood that Holdings and its subsidiaries shall have no obligation to seek or obtain any such consent, approval, license or authorization,

(d) each Subsidiary for which the Guaranteeing or granting Liens to secure the Secured Obligations first acquired after the Closing Date or at the time such Subsidiary becomes a Subsidiary not in violation of Section 6.09(c) is prohibited by, or would violate, invalidate, terminate (or cause a right of termination in favor of a third party) or cause a breach under any applicable contractual requirement with an unaffiliated third party (and for so long as such restriction or any replacement or renewal thereof is in effect and so long as such restriction was not created in anticipation of such Person becoming a subsidiary),

(e) any special purpose entity (including a special purpose entity used for any permitted securitization or receivables facility or financing),

(f) any CFC,

(g) any FSHCO,

(h) any Subsidiary that is a Subsidiary of (i) any CFC or (ii) any FSHCO,

(i) any Captive Insurance Subsidiary or any subsidiary that is a broker-dealer,

(j) any Unrestricted Subsidiary,

(k) any not-for-profit Subsidiary,

(l) any subsidiary acquired pursuant to a Permitted Business Acquisition or other Investment permitted by this Agreement that has assumed secured Indebtedness permitted hereunder not incurred in contemplation of such Permitted Business Acquisition or other Investment and any Subsidiary thereof that guarantees such secured Indebtedness, in each case to the extent the terms of such secured Indebtedness prohibit such subsidiary from becoming a Guarantor;

(m) any other Subsidiary with respect to which, (x) the Administrative Agent and Company determine in good faith that the cost or other consequences of providing a Guarantee of or granting Liens to secure the Secured Obligations are likely to be excessive in relation to the value (as determined by the Company in good faith in consultation with the Administrative Agent) to be afforded thereby or (y) providing such a Guarantee or granting such Liens would reasonably be expected to result in material adverse Tax consequences or material adverse regulatory consequences to any Borrower, any of its Subsidiaries, or any Parent Entity, in each case as determined in good faith by the Company in consultation with the Administrative Agent, and

(n) with respect to any Swap Obligation, any Subsidiary that is not an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder.

“Excluded Swap Obligation” shall mean, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guarantee of such Guarantor or the grant of such security interest becomes effective with respect to such Swap Obligation, unless otherwise agreed between the Administrative Agent and the Company. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal.

“Excluded Taxes” shall mean any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from any payment to a Recipient,

(i) Taxes imposed on or measured by net income or branch profits (however denominated, any backup withholding in respect thereof under Section 3406 of the Code or any similar provision of state, local or foreign law), and franchise (and similar) Taxes (in lieu of net income Taxes), in each case by a jurisdiction (including any political subdivision thereof) as a result of such Recipient being organized in, having its principal office in, or in the case of any Lender, having its applicable Lending Office in, such jurisdiction, or as a result of any other present or former connection with such jurisdiction (other than any such connection arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document),

(ii) in the case of a Lender, any U.S. federal withholding Tax imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to laws in force at the time such Lender acquires such interest in the Loan or Commitment (other than pursuant to a request by the Company under Section 2.19(b) or 2.19(c)) or designates a new Lending Office, except to the extent that such Lender (or its assignor, if any) was entitled, immediately prior to the designation of a new Lending Office (or assignment), to receive additional amounts or indemnification payments from any Loan Party with respect to such withholding Tax pursuant to Section 2.17,

(iii) any Tax attributable to such Recipient’s failure to comply with Section 2.17(f), (g), (h), (i) or (k), and

(iv) any withholding Tax imposed under FATCA.

“Existing Buyer Credit Facility” shall have the meaning assigned to such term in Section 4.02(d).

“Existing Target Credit Facility” shall have the meaning assigned to such term in Section 4.02(d).

“Facility” shall mean the respective facility and commitments utilized in making Loans and credit extensions hereunder, it being understood that (x) as of the Closing Date, there are two Facilities (the Initial Term Facility and the Initial Revolving Facility Commitments) and (y) after the Closing Date,

the term “Facility” may include any other Class of Loans or Commitments and the extensions of credit thereunder.

“FATCA” shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.

“FCA” shall have the meaning assigned to such term in Section 2.14(a).

“Federal Funds Effective Rate” shall mean, for any day, the rate calculated by the Federal Reserve Bank of New York based on such day’s federal funds transactions by depository institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the federal funds effective rate; provided that if the Federal Funds Effective Rate for any day is less than zero, the Federal Funds Effective Rate for such day will be deemed to be zero.

“Federal Reserve Bank of New York’s Website” shall mean the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org, or any successor source

“Fee Letters” shall mean the Lender Fee Letter and the Administrative Agent Fee Letter.

“Fees” shall mean the Revolver Commitment Fees, the L/C Participation Fees, the Issuing Bank Fees and the Administrative Agent Fees.

“Finance Lease Obligations” shall mean, at the time any determination thereof is to be made, subject to Section 1.09, the amount of the liability in respect of a finance lease that would at such time be required to be reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP; provided that obligations of the Borrowers and their Subsidiaries, or of a special purpose or other entity not consolidated with the Borrowers and their Subsidiaries, either existing on the Closing Date or created thereafter that (a) [reserved], (b) would have been characterized as an operating lease under GAAP prior to the issuance by the Financial Accounting Standards Board on February 25, 2016 of an Accounting Standards Update (regardless of when such lease was entered into) or (c) constitute capitalized operating lease liabilities resulting from the adoption of ASC 842 shall, in each case, unless the Company otherwise elects, not constitute Indebtedness or a Finance Lease Obligation, in each case of any Borrower or any Subsidiary under this Agreement or any other Loan Document.

“Financial Covenant” shall mean the covenant set forth in Section 6.11.

“Financial Officer” of any Person shall mean the Chief Financial Officer or an equivalent financial officer, principal accounting officer, Treasurer, Assistant Treasurer, Controller or a director of such Person, or a duly authorized signatory of such Person who is a Financial Officer of a subsidiary of such Person.

“fiscal quarter” shall mean each quarterly accounting period of Ultimate Parent or Holdings that ends closest to March 31, June 30, September 30 and December 31 of each calendar year.

“Fiscal Year” shall mean the fiscal year of the Ultimate Parent or Holdings ending on or about December 31 of each calendar year.

“Fitch” shall mean Fitch Ratings Inc. and its successors and assigns.

“Fixed Charge Coverage Ratio” shall mean, on any date, determined on a consolidated basis in accordance with GAAP for Holdings and its Subsidiaries, the ratio of (a) EBITDA for the most recently ended Test Period as of such date minus the sum of (i) Capital Expenditures (except those funded with the contribution of cash to the capital of a Borrower or any of its Subsidiaries or the proceeds of casualty insurance settlements and condemnation awards during such Test Period and (ii) cash payments in respect of income taxes or income tax liabilities (net of cash income tax refunds) during such Test Period to (b) the sum of (i) the cash portion of Interest Expense (excluding any commitment, amendment, upfront, arrangement, structuring or similar financing fees or premiums (including redemption and prepayment premiums) or original issue discount) for such Test Period, (ii) regularly scheduled principal payments on long-term Indebtedness for borrowed money scheduled to be made during such Test Period (which, in the case of the Initial Term Loans for any Test Period ending prior to the first anniversary of the Closing Date, shall be equal to $5,156,250) and (iii) all Restricted Payments (excluding Restricted Payments made pursuant to any of Section 6.06(a), (b), (l), (n) and (p)) paid in cash for such Test Period; provided, that the Fixed Charge Coverage Ratio shall be determined for the relevant Test Period on a Pro Forma Basis.

“Floor” shall mean (a) solely with respect to the Initial Term Facility and the Initial Revolving Facility, 1.50% per annum and (b) otherwise (unless agreed by the Borrowers), there shall be no floor.

“foreign” shall mean any jurisdiction other than the United States of America, any state thereof or the District of Columbia.

“Foreign Lender” shall mean any Lender (a) that is not disregarded as separate from its owner for U.S. federal income Tax purposes and that is not a “United States person” as defined by Section 7701(a)(30) of the Code or (b) that is disregarded as separate from its owner for U.S. federal income Tax purposes and whose regarded owner is not a “United States person” as defined in Section 7701(a)(30) of the Code.

“Foreign Subsidiary” shall mean any Subsidiary of Holdings that is organized under the laws of any jurisdiction other than the United States of America, any state thereof or the District of Columbia.

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

“FSHCO” shall mean any direct or indirect Subsidiary of Holdings that has no material assets other than the capital stock or capital stock and Indebtedness of one or more Foreign Subsidiaries that are CFCs or of one or more FSHCOs.

“GAAP” shall mean, subject to Section 1.09, generally accepted accounting principles in the United States of America, as in effect from time to time.

“Governmental Authority” shall mean any federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory or legislative body (including any supra national bodies such as the European Union or the European Central Bank).

“Guarantee” of or by any Person (the “guarantor”) shall mean (a) any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other monetary obligation (the “primary obligations”) payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (iv) entered into for the purpose of assuring in any other manner the holders of such Indebtedness or other obligation of the payment thereof or to protect such holders against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of the guarantor securing any Indebtedness or other obligation (or any existing right, contingent or otherwise, of the holder of Indebtedness or other obligation to be secured by such a Lien) of any other Person, whether or not such Indebtedness or other obligation is assumed by the guarantor; provided, however, that the term “Guarantee” shall not include endorsements of instruments for deposit or collection in the ordinary course of business or customary and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition or Disposition of assets permitted by this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee of any guarantor shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee is made and (b) the maximum amount for which such guarantor may be liable pursuant to the terms of the instrument embodying such Guarantee.

“Guarantee Agreement” shall mean the Guarantee Agreement dated as of the Closing Date as may be amended, restated, supplemented or otherwise modified from time to time, among Holdings, the Borrowers, each Subsidiary Loan Party party thereto and the Collateral Agent.

“guarantor” shall have the meaning assigned to such term in the definition of the term “Guarantee.”

“Guarantors” shall mean (i) Holdings, (ii) other than with respect to its own Secured Obligations, each Borrower and (iii) each Subsidiary Loan Party.

“Hazardous Materials” shall mean all pollutants, contaminants, wastes, chemicals, materials, substances and constituents, including, without limitation, explosive or radioactive substances, petroleum, petroleum by products or petroleum distillates, asbestos or asbestos-containing materials, per- or polyfluoroalkyl substances or polychlorinated biphenyls in each case that are subject to regulation or which can give rise to liability under any Environmental Law due to their hazardous or toxic characteristics.

“Hedge Bank” shall mean any Person that, at the time it enters into a Hedging Agreement (or on the Closing Date), is (or is an Affiliate of a Person that is) an Agent, a Joint Lead Arranger or a Lender, regardless of whether any such Person shall thereafter cease to be an Agent, a Joint Lead Arranger, a Lender or an Affiliate of any of the foregoing.

“Hedging Agreement” shall mean any agreement with respect to any swap, forward, future or derivative transaction, or option or similar agreement involving, or settled by reference to, one or more rates, currencies or economic, financial or pricing indices or measures of economic, financial or pricing risk

or value, or credit spread transaction, or any similar transaction or any combination of these transactions, in each case of the foregoing, (x) whether or not exchange traded and (y) entered into for non-speculative purposes; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of Ultimate Parent or any of its Subsidiaries shall be a Hedging Agreement.

“Holdings” shall have the meaning assigned to such term in the introductory paragraph of this Agreement or, upon the consummation of any Holdings Reorganization Transaction, New Holdings.

“Holdings Reorganization Transaction” shall mean (a) the contribution by Holdings of 100% of the Equity Interests of any Borrower owned by it to a newly formed “shell” company that is a Wholly Owned Subsidiary of Ultimate Parent for bona fide tax purposes, or (b) the merger or other consolidation of Holdings with another Person that is a Wholly Owned Subsidiary of Ultimate Parent that after giving effect thereto shall hold 100% of the Equity Interests of the Borrowers that were previously owned by Holdings for bona fide tax purposes, in each case, so long as (i) New Holdings shall be an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia and (ii) substantially contemporaneously therewith (x) New Holdings delivers to the Administrative Agent the new certificates issued (if any) to evidence the Equity Interests of the Borrowers and grants a first priority security interest, or reaffirms the existing security interest, as the case may be, in such Equity Interests in favor of the Collateral Agent pursuant to the Security Agreement or a joinder thereto in a form reasonably satisfactory to the Administrative Agent and (y) New Holdings assumes the Loan Guarantee provided by Holdings and all other obligations of Holdings under this Agreement and each of the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto that is reasonably acceptable to the Administrative Agent (which joinder and supplement, in the cases of (x) and (y) above, shall be accompanied by such other customary documentation (including an opinion of counsel) as may be reasonably requested by the Administrative Agent) and shall not have an adverse effect upon the value, scope, priority or perfection of Administrative Agent’s Liens on the Collateral (as reasonably determined by the Borrowers in good faith).

“identified transaction” shall have the meaning assigned to such term in Section 1.10.

“Immaterial Subsidiary” shall mean any Subsidiary of a Borrower (other than another Borrower) that does not own any Material Assets and did not, as of the last day of the most recent Test Period, have assets with a value in excess of 2.5% of the Consolidated Total Assets or revenues representing in excess of 2.5% of total revenues of Holdings and its Subsidiaries on a consolidated basis as of such date; provided that the Consolidated Total Assets and revenues (as so determined) of all Immaterial Subsidiaries shall not exceed 5% of Consolidated Total Assets and 5% of total revenues, in each case, of Holdings and its Subsidiaries on a consolidated basis as of such date; provided, further, that the Company may elect in its sole discretion to exclude as an Immaterial Subsidiary any Subsidiary that would otherwise meet the definition thereof. Each Immaterial Subsidiary as of the Closing Date shall be set forth in Schedule 1.01(B). No Immaterial Subsidiary may at any time own any Material Asset or Captivate Equipment.

“Increased Amount” of any Indebtedness shall mean any increase in the amount of such Indebtedness in connection with any payment of interest or dividends in the form of additional Indebtedness or in the form of Equity Interests, as applicable, the accretion of original issue discount, deferred financing fees or liquidation preference and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies.

“Increased Class” shall have the meaning assigned to such term in Section 2.24(a).

“Incremental Amount” shall mean, at the time of the establishment of the commitments in respect of the Indebtedness to be incurred utilizing this definition (or, at the option of the Company, at the time of incurrence of such Indebtedness), the sum of (without duplication):

(i) (a) $20,000,000 (the “Incremental Starter Amount”) minus (b) the aggregate outstanding principal amount of all Incremental Revolving Facility Commitments incurred or established after the Closing Date and outstanding at such time pursuant to Section 2.21 utilizing this clause (i); plus

(ii) Subject to the Non-Loan Party Debt Limitation, any amounts so long as immediately after giving effect to the establishment of the commitments in respect thereof utilizing this clause (ii) (and assuming any Incremental Term Loan Commitments established at such time utilizing this clause (ii) are fully drawn unless such commitments have been drawn or have otherwise been terminated) (or, at the option of the Company, immediately after giving effect to the incurrence of the Incremental Loans thereunder) and the use of proceeds thereunder, the Net First Lien Leverage Ratio as of the most recently ended Test Period on a Pro Forma Basis is not greater than 3.90 to 1.00; provided that, for purposes of this clause (ii), net cash proceeds funded by financing sources upon the incurrence of Incremental Term Loans incurred at such time shall not be netted (but pro forma effect to the repayment of any Indebtedness to be repaid with such proceeds) against the applicable amount of Consolidated Debt for purposes of such calculation of the Net First Lien Leverage Ratio at such time; plus

(iii) (x) the sum of the aggregate principal amounts of (A) all voluntary permanent reductions of Revolving Facility Commitments, and (B)all permanent commitment reductions of Revolving Facility Commitments in connection with “yank-a-bank” provisions, in each case of this clause (iii), prior to such time and so long as such prepayment or purchase was not funded with the proceeds of long-term Indebtedness (other than revolving Indebtedness) minus (y) the aggregate outstanding principal amount of all Incremental Term Loans and Incremental Revolving Facility Commitments, in each case incurred or established after the Closing Date and outstanding at such time pursuant to Section 2.21 utilizing this clause (iii);

provided that, for the avoidance of doubt, (A) the Incremental Starter Amount may only be utilized for the purpose of incurring Incremental Revolving Facility Commitments, (B) clause (ii) above may only be utilized for the purpose of incurring Incremental Term Loan Commitments and the incurrence of Incremental Term Loans and (C) amounts in respect of Incremental Term Loans may be established or incurred utilizing clause (ii) above prior to utilizing clause (iii), above.

“Incremental Assumption Agreement” shall mean an agreement among the Borrowers, the Administrative Agent and, if applicable, one or more Incremental Term Lenders and/or Incremental Revolving Facility Lenders entered into pursuant to Section 2.21.

“Incremental Commitment” shall mean an Incremental Term Loan Commitment or an Incremental Revolving Facility Commitment.

“Incremental Facility” shall mean any Incremental Term Facility, any Incremental Revolving Facility and/or any or all of the Incremental Term Facilities and the Incremental Revolving Facilities.

“Incremental Loan” shall mean an Incremental Term Loan or an Incremental Revolving Loan.

“Incremental Revolving Facility” shall mean any Class of Incremental Revolving Facility Commitments and the Incremental Revolving Loans made thereunder.

“Incremental Revolving Facility Commitment” shall mean the commitment of any applicable Lender, established pursuant to Section 2.21, to make Incremental Revolving Loans to the Borrowers.

“Incremental Revolving Facility Lender” shall mean a Lender with an Incremental Revolving Facility Commitment or an outstanding Incremental Revolving Loan.

“Incremental Revolving Loan” shall mean Revolving Facility Loans made by one or more Revolving Facility Lenders to the Borrowers pursuant to an Incremental Revolving Facility Commitment to make additional Revolving Facility Loans.

“Incremental Starter Amount” shall have the meaning assigned to such term in the definition of Incremental Amount.

“Incremental Term Facility” shall mean any Class of Incremental Term Loan Commitments and the Incremental Term Loans made thereunder.

“Incremental Term Lender” shall mean a Lender with an Incremental Term Loan Commitment or an outstanding Incremental Term Loan.

“Incremental Term Loan Commitment” shall mean the commitment of any applicable Lender, established pursuant to Section 2.21, to make Incremental Term Loans to the Borrowers.

“Incremental Term Loans” shall mean Term Loans made by one or more Lenders to the Borrowers pursuant to an Incremental Term Loan Commitment.

“Indebtedness” of any Person shall mean, if and to the extent (other than with respect to clause (i)) the same would constitute indebtedness or a liability on a balance sheet prepared in accordance with GAAP, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property or assets purchased by such Person, (d) all obligations of such Person issued or assumed as the deferred purchase price of property or services, (e) all Finance Lease Obligations and the principal balance outstanding under any synthetic lease of such Person, (f) all net payments that such Person would have to make in the event of an early termination, on the date Indebtedness of such Person is being determined, in respect of outstanding Hedging Agreements, (g) the principal component of all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit, (h) the principal component of all obligations of such Person in respect of bankers’ acceptances, (i) all Guarantees by such Person of Indebtedness described in clauses (a) to (h) above (other than Indebtedness of another Loan Party), (j) all Indebtedness described in clauses (a) to (h) above consistent with past practice secured by a Lien on any asset of such Person, whether or not such Indebtedness is otherwise an obligation of such Person and (k) the amount of all obligations of such Person with respect to the redemption, repayment or other repurchase of any Disqualified Stock (excluding for the avoidance of doubt (i) accrued dividends that have not increased the liquidation preference of such Disqualified Stock and (ii) accrued preferred return on any preferred Equity Interest issued by Ultimate Parent); provided that Indebtedness shall not include (A) trade and other ordinary-course payables, accrued expenses, and intercompany liabilities arising in the ordinary course of business, (B) prepaid or deferred revenue, (C) purchase price holdbacks arising in the ordinary course of business in respect of a portion of the purchase prices of an asset to satisfy unperformed obligations of the seller of such asset, (D) [reserved],

(E) earn-out obligations until such obligations become a liability on the balance sheet of such Person in accordance with GAAP and have not been satisfied after falling due, (F) obligations in respect of Third Party Funds, (G) in the case of the Borrower and its Subsidiaries, (I) all intercompany Indebtedness of a Loan Party that is owed to any Subsidiary that is a Loan Party having a term not exceeding 364 days (inclusive of any roll-over or extensions of terms) and made in the ordinary course of business and (II) intercompany liabilities in connection with the cash management, Tax and accounting operations of the Borrower and its Subsidiaries, (H) defined benefit liabilities or (I) lease obligations that do not constitute Finance Lease Obligations. The Indebtedness of any Person shall include the Indebtedness of any partnership in which such Person is a general partner, other than to the extent that the instrument or agreement evidencing such Indebtedness limits the liability of such Person in respect thereof.

“Indemnified Taxes” shall mean (a) all Taxes, other than Excluded Taxes, imposed on or with respect to or measured by any payment by or on account of any obligation of any Loan Party hereunder or under any other Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.

“Indemnitee” shall have the meaning assigned to such term in Section 9.05(b).

“Ineligible Institution” shall mean (i) any person identified as a “Disqualified Lender” in writing (including by email) to the Joint Lead Arrangers by the Company or an Affiliate of the Company on or prior to the Closing Date, (ii) any bona fide business competitor of Ultimate Parent. Holdings, the Borrowers or any of their respective subsidiaries, in each case identified in writing as such to the Joint Lead Arrangers by the Company prior to the Closing Date or to the Administrative Agent on or after the Closing Date, (iii) any Affiliate of a person referred to in the preceding clauses (i) or (ii) that is (A) identified in writing to the Joint Lead Arrangers by the Company prior to the Closing Date or to the Administrative Agent by the Company as such from time to time on or after the Closing Date or (B) readily identifiable based on the name of such Affiliate (other than a Bona Fide Debt Fund), and (iv) any Excluded Party; provided that no such updates pursuant to clauses (i), (ii), (iii) or (iv) shall be deemed to retroactively disqualify any parties that have previously acquired an assignment or participation interest in respect of the Loans from continuing to hold or vote such previously acquired assignments and participations on the terms set forth herein for Lenders that are not Ineligible Institutions.

“Information” shall have the meaning assigned to such term in Section 3.14(a).

“Initial Borrower” shall have the meaning assigned to such term in the introductory paragraph of this Agreement.

“Initial Revolving Facility” shall mean the Initial Revolving Facility Commitments and the extensions of credit made in respect thereof by the Initial Revolving Facility Lenders of such Class.

“Initial Revolving Facility Commitment” shall mean, with respect to each Initial Revolving Facility Lender, the commitment of such Initial Revolving Facility Lender to make Initial Revolving Facility Loans pursuant to Section 2.01(b), expressed as an amount representing the maximum aggregate permitted amount of such Initial Revolving Facility Lender’s Revolving Facility Credit Exposure in respect of the Initial Revolving Facility hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.08, (b) reduced or increased from time to time pursuant to assignments by or to such Lender under Section 9.04, and (c) increased (or replaced) as provided under Section 2.21. The initial amount of each Initial Revolving Facility Lender’s Initial Revolving Facility Commitment is set forth on Schedule 2.01, or in the Assignment and Acceptance or Incremental Assumption Agreement pursuant to which such Lender shall have assumed its Initial Revolving Facility Commitment. The aggregate amount of the applicable Lenders’ Initial Revolving Facility Commitments on the Closing Date is $25,000,000.

“Initial Revolving Facility Lender” shall mean a Lender with an Initial Revolving Facility Commitment or with outstanding Initial Revolving Facility Loans.

“Initial Revolving Facility Loan” shall mean a Loan made pursuant to the Initial Revolving Facility Commitments.

“Initial Revolving Facility Maturity Date” shall mean September 18, 2031.

“Initial Term Facility” shall mean the Initial Term Loan Commitments and the Initial Term Loans made hereunder.

“Initial Term Facility Maturity Date” shall mean September 18, 2031.

“Initial Term Loan Amortization Percentage” shall mean (i) 0.625%, for each of the first twelve (12) Initial Term Loan Payment Dates and (ii) 1.25%, for each Initial Term Loan Payment Date thereafter prior to the Initial Term Facility Maturity Date.

“Initial Term Loan Commitment” shall mean, with respect to each applicable Lender, the commitment of such Lender to make Initial Term Loans hereunder. The amount of each Lender’s Initial Term Loan Commitment as of the Closing Date is set forth on Schedule 2.01. The aggregate amount of the Initial Term Loan Commitments as of the Closing Date is $275,000,000.

“Initial Term Loan Payment Date” shall have the meaning assigned to such term in Section 2.10.

“Initial Term Loans” shall mean the term loans made by the applicable Lenders to the Borrowers pursuant to Section 2.01(a) pursuant to their Initial Term Loan Commitments.

“Intellectual Property” shall mean all U.S. and non-U.S. (a) patents and patent applications, including improvements divisions, continuation, renewals, reissues, extensions and continuations in part of the same, (b) trademarks, service marks, trade names, trade styles, trade dress, service marks, logos and other source identifiers, designs and domain names and the goodwill of the business connected with and symbolized thereby, (c) copyrights, (d) design rights, inventions, original works of authorship, trade secrets, confidential information, technology, social media accounts, know-how and processes, operating manuals, data and databases, algorithms, artificial intelligence, machine learning technology, computer hardware and software, and all other intellectual property rights and interests, whether registered or unregistered and (e) all registrations and applications for registration therefor.

“Intercreditor Agreement” shall have the meaning assigned to such term in Section 8.11.

“Interest Election Request” shall mean a request by the Company to convert or continue a Borrowing in accordance with Section 2.07 and substantially in the form of Exhibit D or another form approved by the Administrative Agent.

“Interest Expense” shall mean, with respect to any Person for any period, the sum of (a) gross interest expense of such Person for such period on a consolidated basis, including the portion of any payments or accruals with respect to Finance Lease Obligations allocable to interest expense and including amortization of deferred financing fees and original issue discount, debt issuance costs, commissions, fees and expenses, expensing of any bridge, commitment or other financing fees and non-cash interest expense attributable to movement in mark to market of obligations in respect of Hedging Agreements or other derivatives (in each case permitted hereunder) under GAAP and (b) capitalized interest of such Person. For

purposes of the foregoing, gross interest expense shall be determined after giving effect to any net payments made or received and costs incurred by such Person with respect to Hedging Agreements, and interest on a Finance Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by the Borrowers in good faith to be the rate of interest implicit in such Finance Lease Obligation in accordance with GAAP.

“Interest Payment Date” shall mean, in addition to any applicable Revolving Facility Maturity Date or Term Facility Maturity Date, (a) with respect to any Term SOFR Loan, (i) the last day of the Interest Period applicable to the Borrowing of which such Loan is a part, (ii) in the case of a Term SOFR Borrowing with an Interest Period of more than three months’ duration, each day that would have been an Interest Payment Date had successive Interest Periods of three months’ duration been applicable to such Borrowing, and (iii) in addition, the date of any refinancing or conversion of such Borrowing with or to a Borrowing of a different Type, (b) with respect to any ABR Loan, the last day of each fiscal quarter and (c) with respect to any Swingline Loan, the day that such Swingline Loan is required to be repaid pursuant to Section 2.09(a).

“Interest Period” shall mean, as to each Term SOFR Loan, the period commencing on the date such Term SOFR Loan is disbursed or converted to or continued as a Term SOFR Loan and ending on the date one, three or six months thereafter, as selected by the Company in its Borrowing Request or Interest Election Request, or such other period that is twelve months or less if requested by the Company and consented to by all relevant Lenders and the Administrative Agent (in the case of each requested Interest Period, subject to availability); provided that:

(a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless, in the case of a Term SOFR Loan, such Business Day falls in another calendar month, in which case such Interest Period shall end on the immediately preceding Business Day;

(b) any Interest Period pertaining to a Term SOFR Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(c) no Interest Period shall extend beyond the Term Facility Maturity Date or the Initial Revolving Facility Maturity Date.

“Internally Generated Cash Flow” shall mean cash and other cash equivalents on the balance sheet, in each case, resulting from revenue generation of the Loan Parties and their respective Subsidiaries, and not constituting Net Proceeds.

“Investment” shall mean (i) any purchase or acquisition (including pursuant to any merger with a person that is not a Wholly Owned Subsidiary immediately prior to such merger) of any Equity Interests, evidences of Indebtedness or other securities of any other person, (ii) any making of loans or advances to or Guarantees of the Indebtedness of any other person (other than in respect of Indebtedness described in clause (G)(I) of the proviso in the definition of Indebtedness) or (iii) any purchase or other acquisition, in one transaction or a series of related transactions, of (x) all or substantially all of the property and assets or business of another person or (y) assets constituting a business unit, line of business or division of such person. The amount of any Investment shall be the original cost of such Investment, plus the cost of any addition thereto that otherwise constitutes an Investment, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect thereto, and shall give effect to any cash return or cash distribution received by the investor or lender with respect thereto.

“IRS” shall mean the U.S. Internal Revenue Service.

“ISDA CDS Definitions” shall have the meaning assigned to such term in Section 9.08(k).

“Issuing Bank” shall mean (i) Encina Commercial Finance SPV 2, LLC and (ii) each other Issuing Bank designated pursuant to Section 2.05(l), in each case in its capacity as an issuer of Letters of Credit hereunder, and its successors in such capacity. An Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by any branch or Affiliate of such Issuing Bank or other financial institution, in which case the term “Issuing Bank” shall include any such branch, Affiliate or other financial institution with respect to Letters of Credit issued by such branch, Affiliate or financial institution.

“Issuing Bank Fees” shall have the meaning assigned to such term in Section 2.12(b).

“Joint Lead Arrangers” shall mean Crestline Management, L.P. and Encina Commercial Finance Holdco, LLC.

“Junior Financing” shall mean any Indebtedness for borrowed money (other than Indebtedness among Holdings, the Borrowers and/or their Subsidiaries) of a Loan Party that is (x) contractually subordinated in right of payment to the Loan Obligations or (y) secured by Liens on Collateral that are Junior Liens.

“Junior Liens” shall mean Liens on the Collateral that are junior to the Liens thereon securing the Term Loans (and other Loan Obligations that are pari passu with the Term Loans) pursuant to a Permitted Junior Intercreditor Agreement (it being understood that Junior Liens are not required to be pari passu with other Junior Liens, and that Indebtedness secured by Junior Liens may have Liens that are senior in priority to, or pari passu with, or junior in priority to, other Liens constituting Junior Liens).

“Latest Maturity Date” shall mean, at any date of determination, the latest of the latest Revolving Facility Maturity Date and the latest Term Facility Maturity Date, in each case then in effect on such date of determination.

“L/C Disbursement” shall mean a payment or disbursement made by an Issuing Bank pursuant to a Letter of Credit.

“L/C Participation Fee” shall have the meaning assigned to such term in Section 2.12(b).

“LCT Election” shall have the meaning assigned to such term in Section 1.04(a).

“LCT Test Date” shall have the meaning assigned to such term in Section 1.04(a).

“Legal Reservations” shall mean (a) the principle that equitable remedies are remedies which may be granted or refused at the discretion of the court, the principle of reasonableness and fairness, the limitation of enforcement by laws relating to bankruptcy, insolvency, liquidation, reorganization, court schemes, moratoria, administration and other laws generally affecting the rights of creditors and secured creditors, (b) the time barring of claims under applicable statutes of limitation, the possibility that an undertaking to assume liability for or indemnify a person against non-payment of stamp duty may be void and defenses of set-off or counterclaim, (c) similar principles, right and defenses under the laws of any relevant jurisdiction and (d) any other matters which are set out as qualifications or reservations as to matters of law of general application in any legal opinion delivered in connection with the Loan Documents.

“Lender” shall mean each financial institution listed on Schedule 2.01 (other than any such person that has ceased to be a party hereto pursuant to an Assignment and Acceptance in accordance with Section 9.04), as well as any person that becomes a “Lender” hereunder pursuant to Section 9.04 or Section 2.21. Unless the context clearly indicates otherwise, the term “Lenders” shall include any Swingline Lender.

“Lender Fee Letter” shall mean the Lender Fee Letter dated as of August 10, 2026 among Crestline Management, L.P., Encina Commercial Finance SPV 2, LLC, Encina Commercial Finance SPV 3B, LLC and the Company.

“Lender Recipient Party” shall mean the Lenders.

“Lending Office” shall mean, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrowers and the Administrative Agent, which office may include any Affiliate of such Lender or any domestic or foreign branch of such Lender or such Affiliate. Unless the context otherwise requires each reference to a Lender shall include its applicable Lending Office.

“Letter of Credit” shall mean any standby letter of credit, bank guarantee, bankers’ acceptance or similar documents and instruments issued pursuant to Section 2.05(a). A Letter of Credit may be arranged by any Issuing Bank through causing another financial institution to issue a letter of credit on behalf of Holdings or its Subsidiaries, and any such arranged letter of credit shall constitute a Letter of Credit that is duly outstanding under this Agreement for all purposes, including for purposes of Borrowers’ obligation to reimburse to such Issuing Bank any draw thereunder.

“letter of credit” shall mean any letter of credit, bank guarantee, bankers’ acceptance or similar documents and instruments.

“Letter of Credit Sublimit” shall mean $5,000,000 or such larger amount not to exceed the Revolving Facility Commitments as the Administrative Agent and any applicable Issuing Bank may agree.

“Liability Management Exercise” means any restructuring, reorganization, rescheduling, recapitalization, reduction, cancellation, termination, elimination, refinancing, retirement, exchange, repurchase or defeasance of Term Loans or the Revolving Facility Commitments with other Indebtedness of the Borrower or any Subsidiary that is contractually, temporally or structurally senior (including as to right of payment or Lien priority) to the Term Loans or the Revolving Facility Commitments (including, for the avoidance of doubt, through any incurrence of Indebtedness by an Affiliate that is not a Guarantor), in each case, involving any amendment, modification, or waiver of any of the Loan Documents. Notwithstanding the foregoing, this definition and its use in this Agreement and the other Loan Documents are not intended to, nor shall they, prohibit or restrict any financing or refinancing transaction or any Investment (each, a “Financing Transaction”) either (a) (i) that is consummated for a bona fide business purpose and in good faith and (ii) that does not have the primary purpose of (x) restructuring the Term Loans or the Revolving Facility Commitments, (y) releasing or altering the priority of Liens on any Collateral or releasing or subordinating any of the Guarantees and/or (z) reducing or impairing the rights and remedies of any Lender under this Agreement or the other Loan Documents, or (b) so long as each such directly and adversely affected Lender (other than a Defaulting Lender) shall have been offered a bona fide opportunity to fund or otherwise provide its pro rata share (based on the amount of Obligations under the Term Loans and Revolving Facility Commitments that are directly and adversely affected thereby held by each Lender (other than a Defaulting Lender) as compared to the total amount of Obligations under the Term Loans and Revolving Facility Commitments and all other obligations then outstanding that are secured by a Lien on the Collateral on a pari passu basis to the Lien securing the Term Loans and Revolving

Facility Commitments) of the Financing Transaction on the same terms (other than Ancillary Fees) as offered to all other providers (or their affiliates) of the Financing Transaction and to the extent such directly and adversely affected Lender decides to participate in the Financing Transaction, receive its pro rata share of the fees and any other similar benefit (other than Ancillary Fees) of the Financing Transaction afforded to the providers of the Financing Transaction (or any of their affiliates) in connection with providing the Financing Transaction pursuant to a written offer made to each such directly and adversely affected Lender (other than a Defaulting Lender); provided that any such directly and adversely affected Lender that fails to respond to such written offer within five (5) Business Days after receipt thereof shall be deemed to have irrevocably waived its right to participate in such Financing Transaction, or (c) that is approved by the Required Lenders and the Required Revolving Facility Lenders (it being understood that this definition and its use in this Agreement and the other Loan Documents shall not (A) override the permission for (x) Liens expressly permitted by this Agreement as in effect on the Closing Date or (y) Indebtedness expressly permitted by this Agreement as in effect on the Closing Date, (B) restrict an amendment, modification or waiver to permit any Indebtedness and Liens incurred pursuant to a bona fide factoring, capital lease financing, purchase money indebtedness, working capital line, asset-based lending, receivables facility, securitization facility or other similar facility, in each case, the incurrence of which is otherwise approved by the Required Lenders and the Required Revolving Facility Lenders, (C) apply to the incurrence of “debtor-in-possession” financing (or similar financing arrangements in insolvency proceedings in jurisdictions other than the United States), or (D) prohibit or restrict any strict foreclosure, deed-in-lieu of foreclosure, UCC sale, assignment for the benefit of creditors, receivership, or any other exercise of remedies or enforcement actions (whether judicial or non-judicial, and whether consensual or non-consensual) by or at the direction of the Required Lenders (or the Administrative Agent acting at the direction of the Required Lenders) under this Agreement, any other Loan Document or applicable law, including any sale, transfer, or restructuring of the Obligations or Collateral undertaken in connection with or as part of any such exercise of remedies) (and, for the avoidance of doubt, any such Financing Transaction shall not constitute a “Liability Management Exercise”).

“Lien” shall mean, with respect to any asset, (a) any mortgage, assignment or transfer for security purposes, deed of trust, lien, hypothecation, pledge, charge, security interest or similar monetary encumbrance in or on such asset and (b) the interest of a vendor or a lessor under any conditional sale agreement, Finance Lease Obligation or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset; provided that in no event shall any lease (other than a lease giving rise to Finance Lease Obligations) or an agreement to sell be deemed to constitute a Lien.

“Limited Condition Transaction” shall mean (i) any acquisition or similar Investment or related transaction or event (including with respect to any Indebtedness contemplated or incurred in connection therewith), (ii) any redemption, defeasance, satisfaction and discharge or repayment of any third-party held Indebtedness permitted under this Agreement and (iii) any Disposition that is subject to a binding letter of intent.

“Limited Conditionality Provision” shall have the meaning assigned to such term in Section 4.01.

“Loan Documents” shall mean (i) this Agreement, (ii) the Guarantee Agreement, (iii) the Security Documents, (iv) each Incremental Assumption Agreement, (v) any Note issued under Section 2.09(e), (vi) the Administrative Agent Fee Letter and Lender Fee Letter and (vii) all other agreements, documents and instruments contemplated or required to be delivered hereunder or executed by a Loan Party; provided that "Loan Documents" shall not include (A) financial statements, compliance certificates, officers' certificates, insurance certificates, notices, reports and other informational or reporting deliverables required to be furnished by any Loan Party pursuant to Article V or any other provision of this Agreement

or any other Loan Document, (B) possessory collateral (including stock certificates, instruments and other items of tangible property) required to be delivered to the Administrative Agent or the Collateral Agent, (C) any Secured Hedge Agreement or Secured Cash Management Agreement, (D) the Commitment Letter, the Acquisition Agreement and any other agreement or document relating to the Transactions that is not otherwise listed in clauses (i) through (vi) above and (E) legal opinions, corporate resolutions, good standing certificates, organizational documents and other ancillary certificates, instruments and documents delivered solely to satisfy conditions precedent under Article IV or the Collateral and Guarantee Requirement.

“Loan Guarantee” shall mean the guarantees of the Loan Parties pursuant to the Guarantee Agreement.

“Loan Obligations” shall mean all obligations, liabilities and indebtedness (monetary (including fees, post-petition interest, whether or not allowed, and any applicable prepayment premium) or otherwise) of each Loan Party and each Subsidiary under this Agreement or any other Loan Document, in each case howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due.

“Loan Parties” shall mean Holdings, the Borrowers and the Subsidiary Loan Parties.

“Loans” shall mean the Term Loans, the Revolving Facility Loans and the Swingline Loans.

“Majority Lenders” of any Facility shall mean, at any time, Lenders under such Facility having Loans and unused Commitments representing more than 50% of the sum of all Loans outstanding under such Facility and unused Commitments under such Facility at such time (subject to the last paragraph of Section 9.08(b)).

“Management Agreement” shall mean the Management Services Agreement dated as of February 13, 2007, as amended by the First Amendment to Management Services Agreement dated as of September 18, 2026, between the Ultimate Parent and the Company, as the same may be amended, restated, amended and restated, supplemented or modified from time to time.

“Margin Stock” shall have the meaning assigned to such term in Regulation U.

“Material Adverse Effect” shall mean, (a) on the Closing Date, a Closing Date Material Adverse Effect and (b) after the Closing Date, (i) a material adverse effect on the business, financial condition or results of operations of Holdings and its Subsidiaries (taken as a whole), (ii) a material and adverse effect on the ability of the Borrowers and the Loan Parties (taken as a whole) to perform their payment obligations under the Loan Documents or (iii) a material adverse effect on the material remedies (taken as a whole) of the Administrative Agent, the Collateral Agent or the Lenders under this Agreement and the other Loan Documents.

“Material Assets” shall mean any assets, including Material Intellectual Property, that are material to the business of Holdings and its Subsidiaries, taken as a whole (as determined by the Borrowers in good faith in consultation with the Administrative Agent).

“Material Indebtedness” shall mean Indebtedness (other than Loans and Letters of Credit) of any one or more of any Borrower or any Subsidiary in an aggregate principal amount exceeding the greater of (x) $5,000,000 and (y) 7% of EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period.

“Material Intellectual Property” shall mean any Intellectual Property that is material to the business of Holdings and its Subsidiaries, taken as a whole (as determined by the Borrowers in good faith in consultation with the Administrative Agent).

“Material Subsidiary” shall mean any Subsidiary other than an Immaterial Subsidiary.

“Maximum Rate” shall have the meaning assigned to such term in Section 9.09.

“Minimum L/C Collateral Amount” shall mean, at any time, in connection with any Letter of Credit, an amount equal to 103% of the Revolving L/C Exposure with respect to such Letter of Credit at such time.

“Model” shall mean the financial model provided by or on behalf of the Company to the Joint Lead Arrangers on or about July 21, 2026.

“Moody’s” shall mean Moody’s Investors Service, Inc. and its successors and assigns.

“Multiemployer Plan” shall mean a multiemployer plan as defined in Section 4001(a)(3) of ERISA to which Holdings, any Borrower or any Subsidiary or any ERISA Affiliate is making or accruing an obligation to make contributions, has within any of the preceding six plan years made or accrued an obligation to make contributions, or has any liability (contingent or otherwise).

“NCM II” shall have the meaning assigned to such term in the introductory paragraph of this Agreement.

“NCM Parent” shall have the meaning assigned to such term in the introductory paragraph of this Agreement.

“Net First Lien Leverage Ratio” shall mean, on any date, the ratio of (A) (i) the sum of, without duplication, (x) the aggregate principal amount of any Consolidated Debt of Holdings and its Subsidiaries outstanding as of the last day of the Test Period most recently ended as of such date (other than Consolidated Debt that is unsecured or secured only by Junior Liens) and (y) [reserved] less (ii) the Unrestricted Cash as of the last day of such Test Period to (B) EBITDA for such Test Period, all determined on a consolidated basis in accordance with GAAP; provided that, except as otherwise set forth in the definition of “Pro Forma Basis”, the Net First Lien Leverage Ratio shall be determined for the relevant Test Period on a Pro Forma Basis.

“Net Income” shall mean, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends.

“Net Proceeds” shall mean:

(a) 100% of the cash proceeds actually received by any Borrower or any Subsidiary (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise and including casualty insurance settlements and condemnation awards, but only as and when received and excluding, for the avoidance of doubt, any other consideration received in the form of assumption by the acquiring person of Indebtedness or other obligations relating to the properties or assets that are the subject of such Disposition or recovery event or received in any other non-cash form) from any Dispositions under Section 6.05(g) (each, a “Prepayment Asset Sale”), net of (i) attorneys’ fees, accountants’ fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or

mortgage recording taxes, required debt payments and required payments of other obligations relating to the applicable asset to the extent such debt or obligations are secured by a Lien permitted hereunder (other than (x) pursuant to the Loan Documents or (y) if such debt or obligations are secured by a Lien on the Collateral that ranks on an equal priority or junior basis to the Liens on the Collateral securing the obligations under the Loan Documents) on such asset, other customary expenses and brokerage, consultant and other customary fees actually incurred in connection therewith, (ii) Taxes paid or payable (in the good faith determination of the Borrowers) as a result thereof, (iii) the amount of any reasonable reserve established in accordance with GAAP against any adjustment to the sale price or any liabilities (other than any Taxes deducted pursuant to clause (i) or (ii) above) (x) related to any of the applicable assets and (y) retained by the Borrowers or any of the Subsidiaries including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction (however, the amount of any subsequent reduction of such reserve (other than in connection with a payment in respect of any such liability) shall be deemed to be cash proceeds of such Disposition occurring on the date of such reduction) and (iv) the portion attributable to holders of non-controlling interests in non-Wholly Owned Subsidiaries; provided that the Borrowers may elect to use any portion of such proceeds, within 24 months of such receipt, to acquire, maintain, develop, construct, improve, upgrade or repair assets or other property (including Intellectual Property) useful in the business of the Borrowers and their Restricted Subsidiaries, such portion of such proceeds shall not constitute Net Proceeds except to the extent not, within 24 months of such receipt, so used or contractually committed to be so used (it being understood that if any portion of such proceeds are not so used within such 24 month period but within such 24 month period are contractually committed to be used, then such remaining portion if not so used within 12 months following the end of such 24 month period shall constitute Net Proceeds as of such date without giving effect to this proviso) (the “Reinvestment Right”); provided, further, that no net cash proceeds calculated in accordance with the foregoing realized in any Fiscal Year shall constitute Net Proceeds unless such net cash proceeds in the aggregate with all other such net cash proceeds exceed the greater of (x) $5,000,000 and (y) 7% of EBITDA calculated on a Pro Forma Basis for the most recently ended Test Period (and thereafter only net cash proceeds in excess of such amount shall constitute Net Proceeds) (any amounts not constituting Net Proceeds as a result of this proviso, “Excluded Proceeds”);

(b) 100% of the cash proceeds from the incurrence, issuance or sale by any Borrower or any Subsidiary of any Indebtedness (other than Excluded Indebtedness), net of all fees (including investment banking fees), commissions and costs, in each case incurred in connection with such incurrence, issuance or sale; and

(c) 50% of the proceeds of any Cure Amount received by Holdings.

“Net Secured Leverage Ratio” shall mean, on any date, the ratio of (A) (i) the sum of, without duplication, (x) the aggregate principal amount of any Consolidated Debt of Holdings and its Subsidiaries consisting of Loan Obligations outstanding as of the last day of the Test Period most recently ended as of such date and (y) the aggregate principal amount of any other Consolidated Debt of Holdings and its Subsidiaries outstanding as of the last day of such Test Period that is then secured by Liens on the Collateral less (ii) the Unrestricted Cash as of the last day of such Test Period to (B) EBITDA for such Test Period, all determined on a consolidated basis in accordance with GAAP; provided that the Net Secured Leverage Ratio shall be determined for the relevant Test Period on a Pro Forma Basis.

“Net Short Lender” shall have the meaning assigned to such term in Section 9.08(i).

“net short position” shall have the meaning assigned to such term in Section 9.08(k).

“Net Total Leverage Ratio” shall mean, on any date, the ratio of (A) (i) the aggregate principal amount of any Consolidated Debt of Holdings and its Subsidiaries outstanding as of the last day of the Test Period most recently ended as of such date less (ii) the Unrestricted Cash as of the last day of such Test Period to (B) EBITDA for such Test Period, all determined on a consolidated basis in accordance with GAAP; provided, that the Net Total Leverage Ratio shall be determined for the relevant Test Period on a Pro Forma Basis.

“New Commitments” shall have the meaning assigned to such term in Section 2.24(a).

“New Holdings” shall mean the Person that shall, immediately following the consummation of a Holdings Reorganization Transaction in accordance with the provisions of the definition thereof, directly holds 100% of the Equity Interests of the Borrowers that were previously owned by Holdings.

“New Project” shall mean (x) each plant, facility, branch, office or business unit which is either a new plant, facility, branch, office or business unit or an expansion, relocation, remodeling, refurbishment or substantial modernization of an existing plant, facility, branch, office or business unit owned by the Borrowers or the Subsidiaries which in fact commences operations and (y) each creation (in one or a series of related transactions) of a business unit, product line or information technology offering to the extent such business unit commences operations or such product line or information technology is offered or each expansion (in one or a series of related transactions) of business into a new market or through a new distribution method or channel.

“Non-Bank Tax Certificate” shall have the meaning assigned to such term in Section 2.17(g)(i).

“Non-Consenting Lender” shall have the meaning assigned to such term in Section 2.19(c).

“Non-Defaulting Lender” shall mean, at any time, each Lender that is not a Defaulting Lender at such time.

“Non-Loan Party Debt Limitation” shall have the meaning assigned to such term in the last paragraph of Section 6.01.

“Note” shall have the meaning assigned to such term in Section 2.09(e).

“OFAC” shall have the meaning provided in Section 3.21(b).

“Other Taxes” shall mean any and all present or future stamp, court or documentary Taxes or any other excise, transfer, sales, property, intangible, mortgage recording, filing or similar Taxes arising from any payment made hereunder or under any other Loan Document or from the execution, registration, delivery or enforcement of, consummation or administration of, from the receipt or perfection of security interest under, or otherwise with respect to, the Loan Documents, except any such Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.19).

“Other Term Facility” shall mean any or all of the Facilities of any Other Term Loans.

“Other Term Loans” shall mean, collectively, any Incremental Term Loans.

“Parent Entity” shall mean Ultimate Parent, Holdings or any other direct or indirect parent of the Borrowers.

“Participant” shall have the meaning assigned to such term in Section 9.04(c)(i).

“Participant Register” shall have the meaning assigned to such term in Section 9.04(c)(ii).

“PBGC” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA.

“Perfection Certificate” shall mean the Perfection Certificate with respect to the Loan Parties dated as of the Closing Date and delivered in connection with this Agreement.

“Permitted Asset Swap” shall mean the purchase and sale or exchange of Related Business Assets or any combination of Related Business Assets between any Borrower and/or any Subsidiary of any Borrower and any other Person (other than Holdings or an Affiliate of Holdings).

“Permitted Business Acquisition” shall mean any acquisition of all or substantially all the assets of, or the acquisition of Equity Interests (other than directors’ qualifying shares) not previously held by the Borrowers and their Subsidiaries in (such that, in the case of the acquisition of Equity Interests, immediately after such acquisition, the Borrowers and their Subsidiaries shall own a majority of the Equity Interests in), or merger, consolidation or amalgamation with, a Person or business unit, division or line of business of a person (or any subsequent Investment made in a person or business unit, division or line of business previously acquired in a Permitted Business Acquisition), if immediately after giving effect thereto, or at the time determined in accordance with Section 1.04(a): (i) no Specified Event of Default or Event of Default under Section 7.01(d) that is triggered by a default in respect of any covenant contained in Article VI shall have occurred and be continuing or would immediately result therefrom; (ii) any Person acquired in such acquisition shall be engaged in a line of business that is not prohibited by Section 5.14 and shall become (or all or substantially all of whose assets become assets of) a Subsidiary of the Borrowers, (iii) prior to the consummation thereof, the Borrowers shall have provided to the Administrative Agent copies of recent financial statements of any Person acquired in such acquisition and any quality of earnings report, in each case to the extent that the same have been made available to the Borrowers in connection with such acquisition, and (iv) the total cash consideration paid by Persons that are Loan Parties for the Equity Interests of any Person that does not, or is not required to, become a Loan Party or is not a Loan Party or for assets that do not constitute Collateral, when taken together with the total cash consideration for all such Persons and assets so acquired after the Closing Date and all Investments made after the Closing Date by any Loan Party in any Subsidiary that is not a Loan Party (other than (x) consideration paid in connection with any such Permitted Business Acquisition where at least 75% of EBITDA of the Persons so acquired is earned by any Person or Persons that become a Loan Party and (y) [reserved], each of which shall be uncapped) pursuant to Section 6.04(b), shall not exceed an aggregate amount outstanding equal to the sum of (1) the greater of $5,000,000 and 7% of EBITDA as of the last day of the most recently ended Test Period and (2) amounts otherwise available for Investments under Section 6.04 so long as usage hereunder reduces such amount available; provided further that in the event the amount available under this clause (iii) is reduced as a result of any acquisition of any Subsidiary that does not become, and will not become, a Loan Party (or any assets that are not transferred to a Loan Party) or of assets that do not constitute Collateral and such Subsidiary subsequently becomes a Loan Party (or such assets are subsequently transferred to a Loan Party) or such assets subsequently become Collateral, as applicable, the amount available under such limit shall be proportionately increased as a result thereof.

“Permitted Holders” shall mean the Persons identified on Schedule 1.01(C) and their permitted transferees.

“Permitted Investments” shall mean:

(a) direct obligations of the United States of America or any member of the European Union or any agency thereof or obligations guaranteed by the United States of America or any member of the European Union or any agency thereof, in each case with maturities not exceeding two years from the date of acquisition thereof;

(b) time deposit accounts, certificates of deposit, money market deposits, banker’s acceptances and other bank deposits maturing within 180 days of the date of acquisition thereof issued by a bank or trust company that is organized under the laws of the United States of America, any state thereof or any foreign country recognized by the United States of America having capital, surplus and undivided profits in excess of $250,000,000 and whose long-term debt, or whose parent holding company’s long-term debt, is rated A (or such similar equivalent rating or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act));

(c) repurchase obligations with a term of not more than 180 days for underlying securities of the types described in clause (a) above entered into with a bank meeting the qualifications described in clause (b) above;

(d) commercial paper, maturing not more than one year after the date of acquisition, issued by a corporation (other than an Affiliate of the Borrowers) organized and in existence under the laws of the United States of America or any foreign country recognized by the United States of America with a rating at the time as of which any investment therein is made of P 1 (or higher) according to Moody’s, F 1 (or higher) according to Fitch, or A 1 (or higher) according to S&P (or such similar equivalent rating or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act));

(e) securities with maturities of two years or less from the date of acquisition, issued or fully guaranteed by any State, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, and rated at least A by S&P, A by Moody’s or A by Fitch (or such similar equivalent rating or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act));

(f) shares of mutual funds whose investment guidelines restrict 95% of such funds’ investments to those satisfying the provisions of clauses (a) through (e) above;

(g) money market funds that (i) comply with the criteria set forth in Rule 2a 7 under the Investment Company Act of 1940, (ii) are rated by any two of (1) AAA by S&P, (2) Aaa by Moody’s or (3) AAA by Fitch and (iii) have portfolio assets of at least $5,000,000,000;

(h) time deposit accounts, certificates of deposit, money market deposits, banker’s acceptances and other bank deposits in an aggregate face amount not in excess of 0.5% of the total assets of the Ultimate Parent and its Subsidiaries, on a consolidated basis, as of the end of the Ultimate Parent’s most recently completed Fiscal Year; and

(i) in the case of any Foreign Subsidiary of Holdings, instruments equivalent to those referred to in clauses (a) through (h) above denominated in any foreign currency comparable in credit quality and tenor to those referred to above and commonly used by corporations for cash management purposes in any jurisdiction outside the United States of America.

“Permitted Junior Intercreditor Agreement” shall mean, with respect to any Liens on Collateral that are intended to be junior to any Liens securing the Term Loans (and other Secured Obligations that are pari passu with the Facilities) (a) an intercreditor agreement the terms of which are generally consistent with leveraged loan market terms governing arrangements for the sharing of liens on a junior basis and the regulation of such Indebtedness at the time such intercreditor agreement is proposed to be established in light of the type of Indebtedness to be secured by such liens or (b) in the event a “Permitted Junior Intercreditor Agreement” has been entered into after the Closing Date meeting the requirement of preceding clause (a), an intercreditor agreement the terms of which are, taken as a whole, not materially less favorable to the Lenders than the terms of such previously-executed Permitted Junior Intercreditor Agreement to the extent such agreement governs similar priorities, in each case of (a) and (b), as determined by the Administrative Agent and the Borrowers in the exercise of reasonable judgment. Any agreement substantially in the form of the junior intercreditor agreement attached hereto as Exhibit K-1 shall constitute a Permitted Junior Intercreditor Agreement.

“Permitted Liens” shall have the meaning assigned to such term in Section 6.02.

“Permitted Modification” shall have the meaning assigned to such term in Section 9.08(b)(iv).

“Permitted Receivables Financing” means any receivables financing in the ordinary course of business or receivables factoring facility that is entered into solely among the Ultimate Parent and Holdings or any of its Subsidiaries solely for purposes of cash management among such Persons. No third-party may provide or hold any right, title or interest with respect to any Permitted Receivables Financing.

“Permitted Refinancing Indebtedness” shall mean any Indebtedness issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund (collectively, to “Refinance”), the Indebtedness being Refinanced (or previous refinancings thereof constituting Permitted Refinancing Indebtedness); provided that (a) the principal amount of such Permitted Refinancing Indebtedness does not exceed the principal amount of the Indebtedness so Refinanced, except by an amount equal to unpaid accrued interest, penalties and premiums (including tender premiums) thereon plus documented and customary underwriting discounts and other documented and customary fees, commissions and expenses (including upfront fees, original issue discount or initial yield payments) incurred in connection therewith, (b)(i) the final maturity date of such Permitted Refinancing Indebtedness is on or after the earlier of (x) the final maturity date of the Indebtedness being Refinanced and (y) the Latest Maturity Date in effect at the time of incurrence thereof and (ii) the Weighted Average Life to Maturity of such Permitted Refinancing Indebtedness is greater than or equal to the Weighted Average Life to Maturity of the Indebtedness being Refinanced, (c) if the Indebtedness being Refinanced is subordinated in right of payment to the Loan Obligations under this Agreement, such Permitted Refinancing Indebtedness shall be subordinated in right of payment to such Loan Obligations on terms in the aggregate not materially less favorable to the Lenders as those contained in the documentation governing the Indebtedness being Refinanced, (d) no Permitted Refinancing Indebtedness shall have obligors that are not (or would not have been) obligated with respect to the Indebtedness being so Refinanced, (e) if the Indebtedness being Refinanced is secured by Liens on any Collateral, such Permitted Refinancing Indebtedness shall be secured only by such Collateral (including any Collateral pursuant to after-acquired property clauses to the extent any such Collateral secured (or would have secured) the Indebtedness being Refinanced) on an equivalent or more junior basis than, the Indebtedness being refinanced or on terms otherwise permitted by Section 6.02, (f) if the Indebtedness being refinanced is not secured by Liens on any Collateral, such Permitted Refinancing Indebtedness shall not be secured by Liens on any Collateral and (g) if the Indebtedness being Refinanced was subject to a subordination agreement, Intercreditor Agreement or other intercreditor arrangement, such Permitted Refinancing Indebtedness shall be subject to a subordination agreement

Intercreditor Agreement or other intercreditor arrangement on terms substantially similar to those applicable to the Indebtedness being Refinanced.

“Permitted Reorganization” shall mean an internal re-organization or restructuring (including in connection with tax planning and corporate re-organizations) that does not result in the impairment of the guarantees under the Loan Documents and the security interest of the Collateral Agent for the benefit of the Lenders in the Collateral or the Guarantees in favor of the Lenders, in each case, taken as a whole.

“Person” shall mean any natural person, corporation, business trust, joint venture, association, company, partnership, limited liability company or government, individual or family trusts, or any agency or political subdivision thereof.

“PIK Amount” means, with respect to any Term Borrowing for which a PIK Election has been made, the portion of accrued interest payable in arrears on any Interest Payment Date for such Term Borrowing in an amount equal to the interest accrued on the outstanding principal of each Initial Term Loan in such Term Borrowing at the PIK Rate as of such Interest Payment Date.

“PIK Election” shall have the meaning assigned to such term in Section 2.13(d).

“PIK Rate” means the rate per annum (not to exceed 2% per annum) identified in any Borrowing Request or Interest Election Request for which a PIK Election has been made.

“Plan” shall mean any employee pension benefit plan (as defined in Section 3(2) of ERISA) (other than a Multiemployer Plan) that is (i) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, (ii) sponsored or maintained (at the time of determination or at any time within the five years prior thereto) by Holdings, any of its Subsidiaries or any ERISA Affiliate and (iii) in respect of which Holdings, any of its Subsidiaries or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA, or has any liability (contingent or otherwise).

“Platform” shall have the meaning assigned to such term in Section 9.17(a).

“Pledged Collateral” shall mean “Pledged Collateral” as defined in the Security Agreement.

“Pre-Opening Expenses” shall mean, with respect to any fiscal period, the amount of expenses (other than interest expense) incurred that are classified as “pre-opening rent”, “pre-opening expenses”, “re-opening expenses”, “opening costs” or “re-opening costs” (or any similar or equivalent caption) until the equipment of any Borrower or Subsidiary at any theatre, building or other location has been operating for a period of 12 consecutive months, and shall include, without limitation, the amount of expenses of the Borrower and the Subsidiaries in connection with the re-modeling and re-opening of any location.

“Prepayment Asset Sale” shall have the meaning assigned to such term in the definition of “Net Proceeds”.

“Prepayment Notice” shall mean a notice by the Company in accordance with the terms of Section 2.08(b) or Section 2.11(i) and substantially in the form of Exhibit H or another form approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent).

“primary obligor” shall have the meaning assigned to such term in the definition of the term “Guarantee.”

“Prime Rate” shall mean the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as reasonably determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as reasonably determined by the Administrative Agent).

“Pro Forma Basis” shall mean, as to any Person, for any events as described below that occur (i) subsequent to the commencement of a period (the “Reference Period”) for which a calculation on a Pro Forma Basis is required and (ii) on or prior to (x) when determining the Net Total Leverage Ratio for purposes of actual compliance with Section 6.11, the last day of the Reference Period or (y) otherwise, the date such calculation is being made, that:

(a) (i) in the case of (A) any Disposition of all or substantially all of the Equity Interests of any Subsidiary or any division and/or product line of any Borrower or any Subsidiary or (B) any designation of a Restricted Subsidiary as an Unrestricted Subsidiary, income statement items (whether positive or negative) attributable to the property or Person subject thereto shall be excluded as of the first day of the Reference Period and (ii) in the case of any Permitted Business Acquisition or Investment that results in a Person becoming a Subsidiary or that constitutes the purchase, by merger or otherwise, of all or substantially all of the assets of, or any business line, unit or division of, any Person and/or any designation of an Unrestricted Subsidiary as a Restricted Subsidiary, income statement items (whether positive or negative) attributable to the property or Person subject thereto shall be included as of the first day of the Reference Period;

(b) the financial impact of events described and permitted in clause (a)(ix) of the definition of “EBITDA” shall be added to EBITDA until fully realized and calculated on a pro forma basis as though the financial impact had been realized on the first day of the Reference Period and in full during the entirety of such period in a manner determined by the Borrowers in good faith and included in any subsequent Reference Period in which the financial impact is expected to be realized (it being understood and agreed that “run rate” shall mean the full recurring benefit (net of actual benefits realized) that is associated with any action taken or which substantial steps have been taken or are expected to be taken) within 12 months after the date of the applicable period;

(c) any retirement or repayment of Indebtedness (other than normal fluctuations in revolving Indebtedness incurred for working capital purposes) shall be deemed to have occurred as of the first day of the Reference Period;

(d) any Indebtedness incurred by any Borrower or any of its Subsidiaries in connection therewith shall be deemed to have occurred as of the first day of the Reference Period; provided that (x) if such Indebtedness has a floating or formula rate, such Indebtedness shall have an implied rate of interest for the Reference Period for purposes of this definition determined by utilizing the rate that is or would be in effect with respect to such Indebtedness at the relevant date of determination or any good faith approximation thereof by the Company (taking into account any interest hedging arrangements applicable to such Indebtedness), (y) interest with respect to Finance Lease Obligations shall be deemed to accrue at an interest rate determined as set forth in the definition of “Interest Expense” and (z) interest on any Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, an interbank offered rate or other rate shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen by the Company; and

(e) the acquisition of any assets (including cash and Permitted Investments) included in calculating Consolidated Total Assets pursuant to any transaction referred to above or the Disposition of any assets (including cash and Permitted Investments) included in calculating Consolidated Total Assets pursuant to any transaction referred to above shall be deemed to have occurred as of the first day of the Reference Period.

Pro forma calculations made pursuant to the definition of the term “Pro Forma Basis” shall be determined in good faith by a Responsible Officer of the Company and may include, without duplication of any amounts added back in computing EBITDA and subject to any applicable time limits for realization, caps or other limitations provided for in the definition of EBITDA, adjustments to reflect the “run-rate” impact of addbacks and adjustments contemplated by the definition of EBITDA.

“Pro Rata Share” shall have the meaning assigned to such term in Section 2.24(a).

“Projections” shall mean the projections delivered to the Joint Lead Arrangers on or about July 21, 2026.

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

“Public Company Compliance” shall mean compliance with the requirements of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith, the provisions of the Securities Act and the Exchange Act, and the rules of national securities exchange listed companies (in each case, as applicable to companies with equity or debt securities held by the public), including procuring directors’ and officers’ insurance, legal and other professional fees, and listing fees.

“Public Lender” shall have the meaning assigned to such term in Section 9.17(b).

“QFC” shall have the meaning assigned to such term in Section 9.26(b).

“QFC Credit Support” shall have the meaning assigned to such term in Section 9.26.

“QofE” shall mean the buy-side quality of earnings report dated August 8, 2026 prepared by PricewaterhouseCoopers in connection with the Acquisition.

“Qualified Equity Interests” shall mean any Equity Interest other than Disqualified Stock.

“Rate” shall have the meaning assigned to such term in the definition of the term “Type.”

“Real Property” shall mean, collectively, all right, title and interest (including any leasehold estate) in and to any and all parcels of or interests in real property owned in fee or leased by any Loan Party, whether by lease, license, or other means, together with, in each case, all easements, hereditaments and appurtenances relating thereto, and all improvements and appurtenant fixtures and equipment located thereon and incidental to the ownership, lease or operation thereof.

“Receivables Assets” shall mean, as to any Borrower or any of its Subsidiaries, collectively, accounts receivable (including any bills of exchange) and other trade receivables and, in each case originated, acquired or otherwise owned by such Borrower or such Subsidiary in the ordinary course of business, consistent with past practice, together with all collateral securing such trade or accounts receivable, all contracts and contract rights, guarantees or other obligations to the extent evidencing such trade or accounts receivable and all records with respect to such trade or accounts receivable.

“Recipient” means (a) the Administrative Agent, (b) any Lender or (c) any Issuing Bank, as applicable.

“Reclassifiable Item” shall have the meaning assigned to such term in Section 1.02(b).

“Reference Period” shall have the meaning assigned to such term in the definition of the term “Pro Forma Basis.”

“Refinance” shall have the meaning assigned to such term in the definition of the term “Permitted Refinancing Indebtedness,” and “Refinanced” and “Refinancings” shall have a meaning correlative thereto.

“Regal Agreement” shall mean the Network Affiliate Transaction Agreement, dated as of the Execution Date (as defined therein), by and between Regal Cinemas, Inc., and the Company, as the same may be amended, restated, amended and restated, supplemented or modified from time to time.

“Register” shall have the meaning assigned to such term in Section 9.04(b)(iv).

“Regulated Bank” shall have the meaning assigned to such term in Section 9.08(j)(iii).

“Regulation T” shall mean Regulation T of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation U” shall mean Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation X” shall mean Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Reinvestment Right” shall have the meaning assigned to such term in the definition of “Net Proceeds.”

“Related Business Assets” shall mean assets (other than cash or Permitted Investments) or services used or useful in a Similar Business; provided that any asset received by Holdings or any Subsidiary in exchange for any asset transferred by Holdings or any Subsidiary shall not be deemed to constitute a Related Business Asset if such asset consists of securities of a Person, unless upon receipt of the securities of such Person, such Person is or would become a Subsidiary or a Borrower.

“Related Fund” shall mean, with respect to any Lender that is a fund that invests in bank or commercial loans and similar extensions of credit, any other fund that invests in bank or commercial loans and similar extensions of credit and is advised or managed by (a) such Lender, (b) an Affiliate of such Lender or (c) an entity (or an Affiliate of such entity) that administers, advises or manages such Lender.

“Related Parties” shall mean, with respect to any specified Person, such Person’s Controlled or Controlling Affiliates and the respective directors, trustees, officers, employees, agents and advisors of such Person and such Person’s Controlled or Controlling Affiliates.

“Release” shall mean any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, emanating or migrating in, into, onto or through the Environment.

“Reportable Event” shall mean any reportable event as defined in Section 4043(c) of ERISA or the regulations issued thereunder, with respect to a Plan, other than events for which the 30 day notice period has been waived.

“Repricing Transaction” shall have the meaning assigned to such term in Section 2.12(d).

“Required ECF Percentage” shall mean, with respect to any Excess Cash Flow Period, 50%; provided that (a) if the Net First Lien Leverage Ratio on a Pro Forma Basis for the most recently ended Test Period as at the date of required prepayment is less than or equal to 3.00 to 1.00, such percentage shall be 25% and (b) if the Net First Lien Leverage Ratio on a Pro Forma Basis for the most recently ended Test Period as at the date of required prepayment is less than or equal to 2.50 to 1.00, such percentage shall be 0%, in each case with the Net First Lien Leverage Ratio calculated to give pro forma effect to such prepayment and any other repayment or prepayment prior to the date of required prepayment.

“Required Lenders” shall mean, at any time, Lenders having (a) Loans (other than Swingline Loans) outstanding, (b) Revolving L/C Exposures, (c) Swingline Exposures and (d) Available Unused Commitments that, taken together, represent more than 50% of the sum of (w) all Loans (other than Swingline Loans) outstanding, (x) all Revolving L/C Exposures, (y) all Swingline Exposure and (z) the total Available Unused Commitments at such time; provided that the Loans, Revolving L/C Exposures, Swingline Exposures and Available Unused Commitment of any Defaulting Lender shall be disregarded in determining Required Lenders at any time.

“Required Prepayment Lenders” shall mean, at any time, the holders of more than 50% of the aggregate unpaid principal amount of the Term Loans that benefit from the applicable mandatory prepayment at such time (subject to the last paragraph of Section 9.08(b)).

“Required Revolving Facility Lenders” shall mean, at any time, Revolving Facility Lenders having (a) Revolving Facility Loans outstanding, (b) Revolving L/C Exposures, (c) Swingline Exposures and (d) Available Unused Commitments that, taken together, represent more than 50% of the sum of (w) all Revolving Facility Loans outstanding, (x) all Revolving L/C Exposures, (y) all Swingline Exposures and (z) the total Available Unused Commitments at such time; provided that (i) the Revolving Facility Loans, Revolving L/C Exposures, Swingline Exposures and Available Unused Commitment of any Defaulting Lender shall be disregarded in determining Required Revolving Facility Lenders at any time and (ii) to the extent there are two (2) or more Revolving Facility Lenders (other than Defaulting Lenders) that are not Affiliates at such time, Required Revolving Facility Lenders must include two (2) Revolving Facility Lenders that are not Affiliates of each other.

“Requirement of Law” shall mean, as to any Person, any law, treaty, rule, regulation, statute, order, ordinance, decree, judgment, consent decree, writ, injunction, settlement agreement or governmental requirement enacted, promulgated or imposed or entered into or agreed by any Governmental Authority, in each case applicable to or binding upon such Person or any of its property or assets or to which such Person or any of its property or assets is subject.

“Rescindable Amount” shall mean any payment the Administrative Agent makes for the account of any Lender Recipient Party as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies: (i) the Borrowers have not in fact made such payment, (ii) the Administrative Agent has made a payment in excess of the amount so paid by the Borrowers (whether or not then owed) or (iii) the Administrative Agent has for any reason otherwise erroneously made such payment.

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

“Responsible Officer” of any person shall mean any director, executive officer or Financial Officer of such person and any other officer or similar official thereof responsible for the administration of the obligations of such person in respect of this Agreement, or any other duly authorized employee or signatory of such person.

“Restricted Debt Payment” shall have the meaning assigned to such term in Section 6.09(b).

“Restricted Payments” shall have the meaning assigned to such term in Section 6.06. The amount of any Restricted Payment made other than in the form of cash, Permitted Investments or other cash equivalents shall be the fair market value thereof (as reasonably determined by the Company in consultation with the Administrative Agent in good faith).

“Restricted Subsidiary” shall mean any Subsidiary other than an Unrestricted Subsidiary.

“Retained Declined Proceeds” shall have the meaning assigned to such term in Section 2.11(h)(i).

“Revolver Commitment Fee” shall have the meaning assigned to such term in Section 2.12(a).

“Revolving Facility” shall mean (i) the Initial Revolving Facility, (ii) the Revolving Facility Commitments of any other Class and the extensions of credit made in respect thereof by the Revolving Facility Lenders of such Class and (iii) for purposes of Section 9.08(b), all such Revolving Facility Commitments as a single Class.

“Revolving Facility Borrowing” shall mean a Borrowing comprised of Revolving Facility Loans of the same Class.

“Revolving Facility Commitment” shall mean, with respect to each Revolving Facility Lender, the commitment of such Revolving Facility Lender to make Revolving Facility Loans (including the Initial Revolving Facility Commitment) expressed as an amount representing the maximum aggregate permitted amount of such Revolving Facility Lender’s Revolving Facility Credit Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.08, (b) reduced or increased from time to time pursuant to assignments by or to such Lender under Section 9.04, and (c) increased (or replaced) as provided under Section 2.21. The initial amount of each Lender’s Revolving Facility Commitment is set forth on Schedule 2.01, or in the Assignment and Acceptance or Incremental Assumption Agreement pursuant to which such Lender shall have assumed its Revolving Facility Commitment. After the Closing Date, additional Classes of Revolving Facility Commitments may be added or created pursuant to Incremental Assumption Agreements.

“Revolving Facility Credit Exposure” shall mean, at any time with respect to any Class of Revolving Facility Commitments, the sum of the Dollar equivalents of (a) the aggregate principal amount of the Revolving Facility Loans of such Class outstanding at such time, (b) the Swingline Exposure applicable to such Class at such time and (c) the Revolving L/C Exposure applicable to such Class at such time minus, for the purpose of Sections 6.11 and 7.03, the amount of Letters of Credit that have been Cash Collateralized in an amount equal to the Minimum L/C Collateral Amount at such time. The Revolving Facility Credit Exposure of any Revolving Facility Lender at any time shall be the product of (x) such

Revolving Facility Lender’s Revolving Facility Percentage of the applicable Class and (y) the aggregate Revolving Facility Credit Exposure of such Class of all Revolving Facility Lenders, collectively, at such time.

“Revolving Facility Lender” shall mean a Lender (including an Incremental Revolving Facility Lender) with a Revolving Facility Commitment or with outstanding Revolving Facility Loans.

“Revolving Facility Loan” shall mean a Loan made by a Revolving Facility Lender pursuant to Section 2.01(b) including, to the extent permitted by Section 2.21 and provided for in the relevant Incremental Assumption Agreement, any Incremental Revolving Loan, as applicable.

“Revolving Facility Maturity Date” shall mean, as the context may require, (a) with respect to the Initial Revolving Facility, the Initial Revolving Facility Maturity Date and (b) with respect to the Revolving Facility of any other Class, the maturity date specified therefor in the applicable Incremental Assumption Agreement.

“Revolving Facility Percentage” shall mean, with respect to any Revolving Facility Lender of any Class, the percentage of the total Revolving Facility Commitments of such Class represented by such Lender’s Revolving Facility Commitment of such Class. If the Revolving Facility Commitments of such Class have terminated or expired, the Revolving Facility Percentages of such Class shall be determined based upon the Revolving Facility Commitments of such Class most recently in effect, giving effect to any assignments pursuant to Section 9.04.

“Revolving Facility Termination Event” shall have the meaning assigned to such term in Section 2.05(k).

“Revolving L/C Exposure” of any Class shall mean at any time the sum of the Dollar equivalents of (a) the aggregate undrawn amount of all Letters of Credit applicable to such Class outstanding at such time and (b) the aggregate principal amount of all L/C Disbursements applicable to such Class that have not yet been reimbursed at such time. The Revolving L/C Exposure of any Class of any Revolving Facility Lender at any time shall mean its applicable Revolving Facility Percentage of the aggregate Revolving L/C Exposure applicable to such Class at such time. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.13 or Rule 3.14 of the International Standby Practices, International Chamber of Commerce No. 590, article 29 of the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce No. 600, or similar terms expressed in the Letter of Credit, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the amount available under such Letter of Credit in effect at such time; provided that with respect to any Letter of Credit that, by its terms or the terms of any document related thereto, provides for one or more automatic increases in the amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum amount is in effect at such time.

“Rule 13-02 Equity Interests” shall mean the Equity Interests (or any portion thereof) of any Subsidiary of Holdings to the extent the granting of a security interest thereon would create the requirement for Holdings, any Parent Entity or any direct or indirect parent company thereof to file separate financial statements of such Subsidiary with the SEC (or any other governmental authority) pursuant to Rule 3-10 or Article 13 of Regulation S-X under the Securities Act (or any successor regulation) or any other requirement of law in effect from time to time.

“S&P” shall mean Standard & Poor’s Ratings Group, Inc. and its successors and assigns.

“Sale and Lease-Back Transaction” shall have the meaning assigned to such term in Section 6.03.

“Sanctioned Country” shall have the meaning assigned to such term in Section 3.21(b).

“Sanctions” shall have the meaning assigned to such term in Section 3.21(b).

“Sanctions Laws” shall have the meaning assigned to such term in Section 3.21(b).

“SEC” shall mean the Securities and Exchange Commission or any successor thereto.

“Secured Cash Management Agreement” shall mean any Cash Management Agreement that is entered into by and between any Loan Party or Restricted Subsidiary and any Cash Management Bank, to the extent that such Cash Management Agreement (i) exists on the Closing Date between a Loan Party or any Restricted Subsidiary and an Agent, a Joint Lead Arranger, a Lender or an Affiliate of any such Person or (ii) is designated in writing by the Company and such Cash Management Bank to the Administrative Agent to be included as a Secured Cash Management Agreement.

“Secured Hedge Agreement” shall mean any Hedging Agreement that is entered into by and between any Loan Party or Restricted Subsidiary and any Hedge Bank, to the extent that such Hedging Agreement (i) exists on the Closing Date between a Loan Party or any Restricted Subsidiary and an Agent, a Joint Lead Arranger, a Lender or an Affiliate of any such Person or (ii) is designated in writing by the Company and such Hedge Bank to the Administrative Agent to be included as a Secured Hedge Agreement. Notwithstanding the foregoing, for all purposes of the Loan Documents, any Guarantee of, or grant of any Lien to secure, any obligations in respect of a Secured Hedge Agreement by a Guarantor shall not include any Excluded Swap Obligations.

“Secured Obligations” shall mean, collectively, (a) the Loan Obligations, (b) obligations in respect of any Secured Cash Management Agreement in an aggregate amount not to exceed $5,000,000 at any time outstanding and (c) obligations of Holdings or any Subsidiaries in respect of any Secured Hedge Agreement in an aggregate amount not to exceed $2,500,000 at any time outstanding.

“Secured Parties” shall mean, collectively, the Administrative Agent, the Collateral Agent, each Lender, each Issuing Bank, each Hedge Bank that is party to any Secured Hedge Agreement, each Cash Management Bank that is party to any Secured Cash Management Agreement and each Subagent, including each sub-agent appointed pursuant to Section 8.02 by the Administrative Agent with respect to matters relating to the Loan Documents or by the Collateral Agent with respect to matters relating to any Security Document.

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Security Agreement” shall mean the Security Agreement, dated as of the Closing Date, among the Loan Parties party thereto and the Collateral Agent, as amended, restated, supplemented or otherwise modified from time to time and any new security agreement delivered pursuant to the definition of Collateral and Guarantee Requirement.

“Security Documents” shall mean the Security Agreement and each of the intellectual property security agreements, pledge agreements and other instruments and documents executed and delivered pursuant to any of the foregoing or pursuant to Section 5.10, in each case as may be amended,

restated, supplemented or otherwise modified from time to time and each other agreement or document whereby a Loan Party grants security over its assets in favor of the Collateral Agent (for the benefit of the Secured Parties).

“Similar Business” shall mean any business whose revenues are derived from (i) business or activities conducted (or proposed to be conducted) by the Borrowers and their Subsidiaries on the Closing Date or (ii) any business that is a natural outgrowth or reasonable extension, development or expansion of any such business or any business similar, reasonably related, incidental or complementary to any of the foregoing.

“SOFR” shall mean, with respect to any day, a rate per annum equal to the secured overnight financing rate for such day published by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate) on the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org (or any successor source for the secured overnight financing rate identified as such by the administrator of the secured overnight financing rate from time to time).

“Software License Agreement” shall mean the Second Amended and Restated Software License Agreement dated as of February 13, 2007, by and among American Multi-Cinema, Inc., Regal CineMedia Corporation, Cinemark USA, Inc., Digital Cinema Implementation Partners, LLC and the Company, as the same may be amended, restated, amended and restated, supplemented or modified from time to time.

“Specified Acquisition Agreement Representations” shall mean the representations and warranties made by or with respect to the Acquired Company and its subsidiaries in the Acquisition Agreement as are material to the interests of the Lenders (in their capacities as such), but only to the extent that the Buyer or its applicable Affiliate has the right (taking into account any notice or cure provisions) to terminate its obligations under the Acquisition Agreement or to decline to consummate the Acquisition without (x) the payment of any fees, liquidated damages or other amounts under the Acquisition Agreement in accordance with the Acquisition Agreement or (y) liability to it or its Affiliates as a result of a breach of such representations.

“Specified Event of Default” shall mean an Event of Default under Section 7.01(b) or 7.01(c), 7.01(h) or 7.01(i).

“Specified Indebtedness” shall have the meaning assigned to such term in Section 9.08(i).

“Specified Representations” shall mean the representations and warranties set forth in Section 3.01(a)(i), Section 3.02 (as it relates to the due authorization, execution, delivery and performance of the Loan Documents and the enforceability thereof, in each case, related to entering into, the borrowing under, guaranteeing under, performance of, and granting of security interests in the Collateral pursuant to, the Loan Documents), Section 3.03, Section 3.10, Section 3.11, Section 3.17 (as it relates to the creation, validity and perfection of the security interests in the Collateral, subject to the Limited Conditionality Provision), Section 3.18, Section 3.21(a) and, solely with respect to the use of proceeds of the Loans, Sections 3.21(b) and Section 3.22.

“Subagent” shall have the meaning assigned to such term in Section 8.02.

“Subject Loans” shall mean each Class of Term Loans, other than any Class of Term Loans in respect of which the applicable Incremental Assumption Agreement provides for non-ratable treatment with respect to the mandatory prepayment provisions set forth in Section 2.11(b) and (c) of this Agreement.

“subsidiary” shall mean, with respect to any Person (herein referred to as the “parent”), any corporation, partnership, association or other business entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or more than 50% of the general partnership interests are, at the time any determination is being made, directly or indirectly, owned, Controlled or held, or (b) that is, at the time any determination is made, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

“Subsidiary” shall mean, unless the context otherwise requires, a subsidiary of Holdings. Notwithstanding the foregoing (and except for purposes of the definition of “Unrestricted Subsidiary” contained herein) an Unrestricted Subsidiary shall be deemed not to be a Subsidiary of Holdings or any of its Subsidiaries for purposes of this Agreement.

“Subsidiary Loan Party” shall mean (a) each Wholly Owned Subsidiary of Holdings (other than the Borrowers) that is not an Excluded Subsidiary and (b) any other Subsidiary of the Borrowers that may be designated by the Company (by way of delivering to the Collateral Agent the documents required to be delivered pursuant to the Collateral and Guarantee Requirement) in its sole discretion from time to time to be a guarantor or borrower in respect of the Loan Obligations and the obligations in respect of the Loan Documents (a “Designated Guarantor”), whereupon such Designated Guarantor shall be obligated to comply with the applicable requirements of Section 5.10(c) as if it were newly acquired and shall no longer be an Excluded Subsidiary (unless subsequently redesignated as an Excluded Subsidiary by the Company; provided that, such Designated Guarantor shall not be redesignated as an Excluded Subsidiary due to any circumstances which existed at the time such Subsidiary was designated as a Designated Guarantor); provided that, if such Designated Guarantor is a Foreign Subsidiary, (i) the jurisdiction of incorporation of such Designated Guarantor shall be reasonably acceptable to the Administrative Agent and (ii) collateral and security provisions with respect to the assets of and equity interests issued by such Foreign Subsidiary reasonably acceptable to the Collateral Agent shall be negotiated in good faith.

“Subsidiary Redesignation” shall have the meaning provided in Section 5.13.

“Successor Borrower” shall have the meaning assigned to such term in Section 6.05(o).

“Successor Rate” shall have the meaning assigned to such term in Section 2.14(b).

“Supported QFC” shall have the meaning assigned to such term in Section 9.26.

“Surviving Person” shall have the meaning assigned to such term in Section 6.05(o).

“Swap Obligation” shall mean, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

“Swingline Borrowing” shall mean a Borrowing comprised of Swingline Loans.

“Swingline Borrowing Request” shall mean a request by a Borrower, or by the Company on behalf of another Borrower, substantially in the form of Exhibit C or such other form as shall be approved by the Swingline Lender.

“Swingline Commitment” shall mean, with respect to each Swingline Lender, the commitment of such Swingline Lender to make Swingline Loans pursuant to Section 2.04(a). The aggregate amount of the Swingline Commitments on the Closing Date is $3,000,000. The Swingline

Commitment may be modified by written agreement among the Borrowers and the Swingline Lender from time to time, but shall not exceed the Revolving Facility Commitments. The Swingline Commitment is part of, and not in addition to, the Revolving Facility Commitments.

“Swingline Exposure” shall mean at any time the Dollar equivalent of the aggregate principal amount of all outstanding Swingline Borrowings at such time. The Swingline Exposure of any Revolving Facility Lender at any time shall mean its applicable Revolving Facility Percentage of the aggregate Swingline Exposure at such time.

“Swingline Lender” shall mean (a) Encina Commercial Finance SPV 2, LLC, in its capacity as a lender of Swingline Loans, and (b) each Revolving Facility Lender that shall have become a Swingline Lender hereunder as provided in Section 2.04(c), each in its capacity as a lender of Swingline Loans hereunder.

“Swingline Loans” shall mean the swingline loans made to the Borrowers pursuant to Section 2.04(a).

“Tax Receivable Agreement” means the Tax Receivable Agreement, dated as of February 13, 2007, by and among Ultimate Parent, the Company, Cinemark Media, Inc. and Cinemark USA, Inc, as the same may be amended, restated, amended and restated, supplemented or modified from time to time.

“Taxes” shall mean any and all present or future taxes, duties, levies, imposts, assessments, deductions, withholdings (including backup withholding), fees or other similar charges imposed by any Governmental Authority, whether computed on a separate, consolidated, unitary, combined or other basis and any interest, fines, penalties or additions to tax with respect to the foregoing.

“Term Borrowing” shall mean any Borrowing comprised of Term Loans.

“Term Facility” shall mean the Initial Term Facility and/or any or all of the Facilities of any Other Term Loans.

“Term Facility Commitment” shall mean the commitment of a Lender to make Term Loans, including Initial Term Loans and/or any Other Term Loans.

“Term Facility Lender” shall mean a Lender with a Term Facility Commitment or with outstanding Term Loans.

“Term Facility Maturity Date” shall mean, as the context may require, (a) with respect to the Initial Term Facility as in effect on the Closing Date, the Initial Term Facility Maturity Date and (b) with respect to any other Class of Term Loans, the maturity dates specified therefor in the applicable Incremental Assumption Agreement.

“Term Loans” shall mean the Initial Term Loans and/or any Other Term Loans.

“Term SOFR” shall mean,

(a) for any Interest Period with respect to a Term SOFR Loan, the rate per annum equal to the Term SOFR Screen Rate two U.S. Government Securities Business Days prior to the commencement of such Interest Period with a term equivalent to such Interest Period; provided that if the rate is not published prior to 11:00 a.m. on such determination date then Term SOFR means the Term SOFR Screen Rate on the first U.S. Government Securities Business Day immediately prior thereto; and

(b) for any interest calculation with respect to an ABR Loan on any date, the rate per annum equal to the Term SOFR Screen Rate with a term of one month commencing that day,

provided, further, that if the Term SOFR determined in accordance with the foregoing would otherwise be less than an applicable Floor, Term SOFR shall be deemed to be the applicable Floor for purposes of this Agreement.

“Term SOFR Borrowing” shall mean a Borrowing comprised of Term SOFR Loans.

“Term SOFR Loan” shall mean any Revolving Facility Loan or Term Loan bearing interest at a rate determined by reference to clause (a) of the definition of Term SOFR in accordance with the provisions of Article II.

“Term SOFR Revolving Facility Borrowing” shall mean a Revolving Facility Borrowing comprised of Term SOFR Loans.

“Term SOFR Screen Rate” shall mean the forward-looking SOFR term rate administered by CME (or any successor administrator satisfactory to the Administrative Agent) and 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).

“Term Yield Differential” shall have the meaning assigned to such term in Section 2.21(b)(vii).

“Termination Date” shall mean the date on which (a) all Commitments shall have been terminated, (b) the principal of and interest on each Loan, all Fees and all other expenses or amounts payable under any Loan Document and all other Secured Obligations shall have been paid in full in cash (other than in respect of contingent indemnification and expense reimbursement claims not then due and Secured Obligations with respect to Secured Cash Management Agreements and Secured Hedge Agreements not then due and payable pursuant to Section 7.02) and (c) all Letters of Credit (other than those that have been Cash Collateralized or replaced or backstopped pursuant to arrangements reasonably satisfactory to the Issuing Bank) have been cancelled or have expired with no pending drawings and all amounts drawn or paid thereunder have been reimbursed in full.

“Test Period” shall mean, on any date of determination, the period of four consecutive fiscal quarters of Holdings then most recently ended (taken as one accounting period) for which financial statements have been (or were required to be) delivered pursuant to Section 5.04(a) or 5.04(b); provided that prior to the first date financial statements have been delivered pursuant to Section 5.04(a) or 5.04(b), the Test Period in effect shall be the four fiscal quarter period ended on or about June 30, 2026.

“Third Party Funds” shall mean any segregated accounts or funds, or any portion thereof, received by Holdings or any of its Subsidiaries as agent on behalf of third parties in accordance with a written agreement that imposes a duty upon Holdings or one or more of its Subsidiaries to collect and remit those funds to such third parties.

“Threshold Amount” shall mean, as of any date of determination, the greater of (x) $5,000,000 and (y) 7% of EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period.

“Transaction Expenses” shall mean any fees, premiums, expenses or other transaction costs incurred or paid by Holdings, any Borrower, Ultimate Parent or any of its or their respective Subsidiaries

in connection with the Transactions, this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, including such costs as are reimbursable to Ultimate Parent.

“Transactions” shall mean, collectively, (a) the execution, delivery and performance of the Loan Documents, the creation of the Liens pursuant to the Security Documents, and the initial borrowings hereunder, (b) the Acquisition and the other transactions contemplated by the Acquisition Agreement (including the payment by any Borrower and its applicable parent companies of a series of dividends or other distributions to direct or indirect equityholders of such Borrower immediately prior to the Closing Date in accordance with the Acquisition Agreement), (c) the Closing Date Refinancing, (d) the Debt Assumption and (e) the payment of the Transaction Expenses.

“Type” shall mean, when used in respect of any Loan or Borrowing, the Rate by reference to which interest on such Loan or on the Loans comprising such Borrowing is determined. For purposes hereof, the term “Rate” shall include Term SOFR and ABR.

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

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

“Ultimate Parent” means National CineMedia, Inc., a Delaware corporation.

“Unavailability Date” shall have the meaning assigned to such term in Section 2.14(b).

“Undisclosed Administration” shall mean, in relation to a Lender or its direct or indirect parent company, the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian, or other similar official by a supervisory authority or regulatory authority 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 disclosed.

“Uniform Commercial Code” shall mean the Uniform Commercial Code as the same may from time to time be in effect in the State of New York or the Uniform Commercial Code (or similar code or statute) of another jurisdiction in the United States of America, to the extent it may be required to apply to any item or items of Collateral.

“Unreimbursed Amount” shall have the meaning assigned to such term in Section 2.05(e).

“Unrestricted Cash” shall mean cash and Permitted Investments of Holdings, any Borrower or any Subsidiary Loan Party that (x) would not appear as “restricted” on a consolidated balance sheet of such Persons or (y) are “restricted” in favor of (i) the Administrative Agent or Collateral Agent on behalf of the Secured Parties (whether or not held in a pledged account) or (ii) the holder of any Lien on the Collateral subject to a Permitted Junior Intercreditor Agreement (whether or not held in a pledged account); provided that for purposes of the calculation of the Net First Lien Leverage Ratio, the Net Secured Leverage Ratio and the Net Total Leverage Ratio, (a) in no event shall the aggregate amount of Unrestricted Cash hereunder exceed the lesser of (x) $15,000,000 and (y) from and after the Control Agreement Delivery Date, the aggregate amount of Unrestricted Cash held in deposit accounts and securities accounts subject to Control Agreements in favor of the Collateral Agent and (b) the amount of Unrestricted Cash not

denominated in Dollars shall be calculated based on the currency exchange rates that would be used either, at the option of the Company, (i) for purposes of preparing a balance sheet or (ii) for purposes of calculating EBITDA, in each case, as of the last day of the Test Period most recently ended as of the date of determination as determined by the Company in good faith.

“Unrestricted Subsidiary” shall mean (a) [reserved], (b) any other Subsidiary of the Borrowers (other than another Borrower), whether now owned or acquired or created after the Closing Date, that is designated after the Closing Date by the Company as an Unrestricted Subsidiary hereunder pursuant to Section 5.13 and (c) any subsidiary of an Unrestricted Subsidiary. As of the Closing Date, there are no Unrestricted Subsidiaries.

“U.S. Bankruptcy Code” shall mean Title 11 of the United States Code, as amended, or any similar federal or state law for the relief of debtors.

“U.S. Government Securities Business Day” shall mean any Business Day, except any Business Day on which any of the Securities Industry and Financial Markets Association, the New York Stock Exchange or the Federal Reserve Bank of New York is not open for business because such day is a legal holiday under the federal laws of the United States or the laws of the State of New York, as applicable.

“U.S. Special Resolution Regimes” shall have the meaning assigned to such term in Section 9.26.

“USA PATRIOT Act” shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107 56 (signed into law October 26, 2001)).

“Voting Stock” shall mean, with respect to any Person, such Person’s Equity Interests having the right to vote for the election of directors or similar governing body of such Person under ordinary circumstances.

“Weighted Average Life to Maturity” shall mean, when applied to any Indebtedness at any date, the number of years obtained by dividing: (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required scheduled payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (b) the then outstanding principal amount of such Indebtedness; provided that the effect of (x) any prepayment made in respect of such Indebtedness shall be disregarded in making such calculation and (y) any “AHYDO catch-up” payment that may be required to be made in respect of such Indebtedness shall be disregarded in making such calculation.

“Wholly Owned Subsidiary” of any Person shall mean a subsidiary of such Person, all of the Equity Interests of which (other than (x) directors’ qualifying shares or nominee or other similar shares required pursuant to applicable law and (y) de minimis shares owned by other Persons) are owned by such Person or another Wholly Owned Subsidiary of such Person. Unless the context otherwise requires, “Wholly Owned Subsidiary” shall mean a Subsidiary of a Borrower that is a Wholly Owned Subsidiary of such Borrower.

“Withholding Agent” means any Loan Party and the Administrative Agent.

“Working Capital” shall mean, with respect to Holdings and its Subsidiaries on a consolidated basis at any date of determination, Current Assets at such date of determination minus Current

Liabilities at such date of determination; provided that, for purposes of calculating Excess Cash Flow, increases or decreases in Working Capital shall be calculated without regard to any changes in Current Assets or Current Liabilities as a result of (a) any reclassification in accordance with GAAP of assets or liabilities, as applicable, between current and noncurrent, (b) the effects of purchase or recapitalization accounting (including any such effects that are pushed down) or (c) foreign exchange effects.

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

Section 1.02 Terms Generally. (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” The words “ordinary course of business” or “ordinary course” shall, with respect to any Person, be deemed to refer to items or actions that are consistent with practice in or norms of the industry in which such Person operates or such Person’s past practice (it being understood that the sale of accounts receivable (and related assets) pursuant to supply-chain, factoring or reverse factoring arrangements entered into by a Borrower and its Subsidiaries shall be deemed to be in the ordinary course of business so long as such accounts receivable (and related assets) are sold for cash in an amount not less than 90% of the face amount thereof (but, for the avoidance of doubt, this shall not preclude any sale for less than a price to be determined to be in the ordinary course so long as it is in the ordinary course of business)) (in each case, as determined by the Company in good faith). Unless the context requires otherwise (i) any definition of or reference to any agreement, instrument or other document herein or in any Loan Document (including any Loan Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified or extended, replaced or refinanced (subject to any restrictions or qualifications on such amendments, restatements, amendment and restatements, supplements or modifications or extensions, replacements or refinancings set forth herein), (ii) any reference to any Requirement of Law in any Loan Document shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing, superseding or interpreting such Requirement of Law, (iii) any reference herein or in any Loan Document to any Person shall be construed to include such Person’s successors and permitted assigns, (iv) the words “herein,” “hereof” and “hereunder,” and words of similar import, when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision hereof, (v) all references herein or in any Loan Document to Articles, Sections, Clauses, Paragraphs, Exhibits and Schedules shall be construed to refer to Articles, Sections, Clauses and Paragraphs of, and Exhibits and Schedules to, this Agreement or such Loan Document unless the context shall otherwise require, (vi) in the computation of periods of time in any Loan Document from a specified date to a later specified date, the word “from” means “from and including”, the words “to” and “until” mean “to but excluding” and the word “through” means “to and including”, (vii) the words “asset” and “property”, when used in any Loan Document, shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (viii) the fair market value of any asset or property shall be determined by the Borrowers in good faith.

(b) For purposes of determining compliance at any time with Sections 6.01, 6.02, 6.04, 6.05, 6.06 and 6.09(b), in the event that any Indebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment or Disposition or portion thereof, as applicable, at any time meets the criteria of more than one of the categories of transactions or items permitted pursuant to any clause of such Section or any defined term referenced therein (other than any of Sections 6.01(a), 6.01(d), 6.01(i), 6.02(a), 6.02(b), 6.02(i) and 6.04(ee)) (each of the foregoing, a “Reclassifiable Item”), the Borrowers, in their sole discretion, may, from time to time, divide or classify such Reclassifiable Item (or portion thereof) under one or more clauses of each such Section and will only be required to include such Reclassifiable Item (or portion thereof) in any one category; provided that upon delivery of any financial statements pursuant to Section 5.04(a)(ii) or (b) following the initial incurrence or making of any Reclassifiable Item representing an amount incurred or made in reliance on a provision that does not require compliance with a financial ratio or test under Section 6.04, 6.06 and 6.09(b), if such Reclassifiable Item could, based on such financial statements, have been incurred or made in reliance on any “ratio-based” basket, such Reclassifiable Item may be reclassified as having been incurred or made under the applicable provisions of such “ratio-based” basket, as applicable (in each case, subject to any other applicable provision such “ratio-based” basket, as applicable). It is understood and agreed that any Indebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment and/or Disposition need not be permitted solely by reference to one category of permitted Indebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment and/or Disposition under Sections 6.01, 6.02, 6.04, 6.05, 6.06 and 6.09(b), respectively, but may instead be permitted in part under any combination thereof or under any other available exception.

Section 1.03 Effectuation of Transaction. Each of the representations and warranties contained in this Agreement (and all corresponding definitions) are made after giving effect to the Transactions as shall have taken place on or prior to the date of determination, unless the context otherwise requires.

Section 1.04 Limited Condition Transactions; Pro Forma and Other Calculations; Certain Other Matters. (a) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when (i) calculating any applicable ratio, Consolidated Net Income or EBITDA in connection with the incurrence of Indebtedness, the issuance of Disqualified Stock, the creation of Liens, the making of any Disposition, the making of an Investment, the making of a Restricted Payment, the designation of a Subsidiary as a Restricted Subsidiary, any Subsidiary Redesignation or any Restricted Debt Payment, (ii) determining compliance with any provision of this Agreement which requires that no Default, Event of Default or Specified Event of Default has occurred, is continuing or would result therefrom, (iii) determining compliance with any provision of this Agreement which requires compliance with any representations and warranties set forth herein or (iv) determining the availability for the utilization of any basket, the incurrence of Indebtedness, the issuance of Disqualified Stock, the creation of Liens, the making of any Disposition, the making of an Investment, the making of a Restricted Payment, the designation of a Subsidiary as a Restricted Subsidiary, any Subsidiary Redesignation or any Restricted Debt Payment, in each case in connection with a Limited Condition Transaction, the date of determination of such ratio or other provisions, determination of whether any Default, Event of Default or Specified Event of Default has occurred, is continuing or would result therefrom, determination of compliance with any representations or warranties or the satisfaction of any other conditions shall, at the option of the Company (the Company’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”, which LCT Election may be in respect of one or more of clauses (i) through (iv) above), be deemed to be (a) in the case of any acquisition or similar Investment or related transaction or event (including with respect to any Indebtedness contemplated or incurred in connection therewith), either (i) at the time of the execution of a binding letter of intent or the definitive agreement with respect to the relevant Investment (and, if determined at such time, may be recalculated, at the election of the Company, at the delivery of financial statements prior to the consummation of the relevant acquisition or similar Investment or at the time of the consummation of the relevant acquisition or similar Investment) or (ii) at the time of the consummation of the relevant acquisition or similar Investment, (b) [reserved] and/or (c) in the case of any Restricted Debt

Payment or any redemption of any Equity Interests of Holdings (including with respect to any Indebtedness contemplated or incurred in connection therewith), either (i) at the time of delivery of notice with respect to such payment or redemption (and, if determined at such time, may be recalculated, at the election of the Company, at the delivery of financial statements prior to the making of such Restricted Debt Payment or redemption or at the time of the making of such Restricted Payment or redemption) or (ii) at the time of the making of such Restricted Debt Payment or redemption; provided that in each case, no Specified Event of Default shall have occurred, be continuing or would result therefrom on the date of the consummation of such Limited Condition Transaction, in each case (1) after giving effect to the relevant transaction, the incurrence of any related Indebtedness (including the intended use of proceeds thereof) and all other permitted pro forma adjustments on a Pro Forma Basis, (2) based on the most recently ended four (4) consecutive fiscal quarter period for which internal financial statements are internally available, (3) excluding and disregarding for any pro forma calculations any borrowings under any revolving credit facility (which shall include, for the avoidance of doubt, any Revolving Facility and any refinancing thereof) made for ordinary course working capital purposes of the Borrowers and their Subsidiaries (as determined by the Borrowers in good faith) and (4) at the election of the Company, giving effect to other prospective “limited conditionality” acquisitions or similar investments on a Pro Forma Basis for which a binding letter of intent or definitive agreements have been executed for such Limited Condition Transaction are entered into (the applicable date determined pursuant to the foregoing, the “LCT Test Date”). If on a Pro Forma Basis after giving effect to such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence or issuance of Indebtedness or Disqualified Stock and the use of proceeds thereof), with such ratios and other provisions calculated as if such Limited Condition Transaction or other transactions had occurred at the beginning of the most recent Test Period ending prior to the LCT Test Date for which internal financial statements are available, the Borrowers could have taken such action on the relevant LCT Test Date in compliance with the applicable ratios or other provisions, such provisions shall be deemed to have been complied with. For the avoidance of doubt, (i) if, following the LCT Test Date, any of such ratios or other provisions are exceeded or breached as a result of fluctuations in such ratio (including due to fluctuations in EBITDA or other components of such ratio) or other provisions at or prior to the consummation of the relevant Limited Condition Transactions, such ratios and other provisions will not be deemed to have been exceeded or failed to have been satisfied as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (ii) such ratios and compliance with such conditions shall not be tested at the time of consummation of such Limited Condition Transaction or related transactions, unless the Company elects, in its sole discretion, to test such ratios and compliance with the conditions on the date such Limited Condition Transaction or related transaction is consummated. If the Company has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio, basket availability or compliance with any other provision hereunder (other than actual compliance with the Financial Covenant) on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated and the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio, basket or compliance with any other provision hereunder shall be calculated on a Pro Forma Basis (i) assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence or issuance of Indebtedness or Disqualified Stock and the use of proceeds thereof) had been consummated on the LCT Test Date and (ii) in the case of any Restricted Payment or Restricted Debt Payment, assuming such Limited Condition Transaction or other transactions has not been consummated on the LCT Test Date (and to make such Restricted Payment or Restricted Debt Payment, Borrowers must be in compliance with the applicable governors under both assumptions). For the avoidance of doubt, this Section 1.04(a) shall apply in the case of the conditions precedent to borrowing of any Incremental Facility.

(b) [reserved].

(c) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or financial test (including Section 6.11 hereof, any Net First Lien Leverage Ratio test, any Net Secured Leverage Ratio test, any Net Total Leverage Ratio test and/or any Fixed Charge Coverage Ratio test) and/or the amount of EBITDA, Consolidated Net Income or Consolidated Total Assets, such financial ratio, financial test or amount shall, subject to clause (a) above, be calculated at the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio, financial test or amount occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. For the avoidance of doubt, all leverage ratios that are being tested in connection with a simultaneous incurrence of Indebtedness shall be calculated without netting the cash proceeds of such Indebtedness; provided that the actual application of such cash proceeds may reduce Indebtedness for the purpose of determining compliance with any applicable ratio.

(d) In the event that EBITDA or any financial ratio is being calculated for purposes of determining whether Indebtedness or any Lien relating thereto may be incurred or whether any Investment, Restricted Payment or Restricted Debt Payment may be made, the Company may elect to treat all or any portion of the commitment relating to the incurrence of any Indebtedness as being incurred at the time of obtaining such commitment, in which case any subsequent incurrence of Indebtedness under such commitment shall not be deemed, for purposes of this calculation, to be an incurrence at such subsequent time.

Section 1.05 Timing of Payment or Performance. Except as otherwise expressly provided herein, when the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment or performance shall extend to the immediately succeeding Business Day.

Section 1.06 Times of Day. Unless otherwise specified herein, all references herein to times of day shall be references to New York City time (daylight or standard, as applicable).

Section 1.07 Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Interests at such time.

Section 1.08 [Reserved].

Section 1.09 Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that if (a) the Company notifies the Administrative Agent that the Company requests an amendment to this Agreement to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof (including the impact of Accounting Standards Update 2016-12, Revenue from Contracts with Customers (Topic 606) or similar revenue recognition policies or any change in the methodology of calculating reserves for returns, rebates and other chargebacks) on the operation of any provisions hereof or (b) the Administrative Agent notifies the Company that the Required Lenders request an amendment to this Agreement for the foregoing purpose, then the Company and the Administrative Agent shall negotiate in good faith to amend such provisions to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided, further, that until such amendment is agreed upon, (x) such provision shall be interpreted on the basis of

GAAP as in effect and applied immediately before such change shall have become effective and (y) the Company shall provide to the Administrative Agent financial statements and other documents required under this Agreement or any other Loan Document together with a reconciliation in form reasonably satisfactory to the Administrative Agent between calculations made before and after giving effect to such change in GAAP.

Section 1.10 Currency Equivalent. For purposes of any determination under ‎Article V, Article VI (other than ‎Section 6.11 and the calculation of compliance with any financial ratio for purposes of taking any action hereunder) or ‎Article VII with respect to the amount of any Indebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition, Sale and Lease-Back Transaction, affiliate transaction or other transaction, event or circumstance, or any determination under any other provision of this Agreement (any of the foregoing, for purposes of this clause, an “identified transaction”), in a currency other than Dollars, (i) the Dollar equivalent amount of an identified transaction in a currency other than Dollars shall be calculated based on the rate of exchange quoted by the Bloomberg Foreign Exchange Rates & World Currencies Page (or any successor page thereto, or in the event such rate does not appear on any Bloomberg Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Company) for such foreign currency, as in effect at 11:00 a.m. (London time) on the date of such identified transaction (which, in the case of any Restricted Payment, Restricted Debt Payment, Investment, Disposition or incurrence of Indebtedness, shall be determined as set forth in ‎Section 1.04(a)) or, in the case of any commitment in respect of Indebtedness, at the election of the Company, at the time such commitment is obtained; provided that if any Indebtedness is incurred (and, if applicable, associated Lien granted) to refinance or replace other Indebtedness denominated in a currency other than Dollars, and the relevant refinancing or replacement would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing or replacement, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Indebtedness being refinanced or replaced, except by an amount equal to (x) unpaid accrued interest, penalties and premiums (including tender premiums) thereon plus underwriting discounts and other customary fees, commissions and expenses (including upfront fees, original issue discount or initial yield payment) incurred in connection with such refinancing or replacement, (y) any existing commitments unutilized thereunder and (z) additional amounts permitted to be incurred hereunder and (ii) for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the rate of currency exchange occurring after the time of any identified transaction so long as such identified transaction was permitted at the time incurred, made, acquired, committed, entered or declared as set forth in clause ‎(i). For purposes of ‎Section 6.11 and the calculation of compliance with any financial ratio for purposes of taking any action hereunder (including for purposes of calculating availability under the “Incremental Amount”) on any relevant date of determination, except as otherwise set forth herein, amounts denominated in currencies other than Dollars shall be translated into Dollars at the applicable currency exchange rate used, at the option of the Company, either (x) in preparing the financial statements delivered pursuant to Section ‎5.04 (or, prior to the first such delivery, the financial statements previously delivered to the Joint Lead Arrangers) or (y) for purposes of calculating EBITDA, as applicable, for the relevant Test Period and, at the option of the Company will reflect the currency translation effects, determined in accordance with GAAP, of Hedging Agreements permitted hereunder in respect of currency exchange risks with respect to the applicable currency in effect on the date of determination for the Dollar equivalent amount of such Indebtedness. Notwithstanding the foregoing or anything to the contrary herein, to the extent that the Borrowers would not be in compliance with ‎Section 6.11 if any Indebtedness denominated in a currency other than Dollars were to be translated into Dollars on the basis of the applicable currency exchange rate used in preparing the financial statements delivered pursuant to ‎Section 5.04 for the relevant Test Period, but would be in compliance with ‎Section 6.11 if such Indebtedness that is denominated in a currency other than in Dollars were instead translated into Dollars on

the basis of the average relevant currency exchange rates over such Test Period (taking into account the currency translation effects, determined in accordance with GAAP, of any Hedging Agreement permitted hereunder in respect of currency exchange risks with respect to the applicable currency in effect on the date of determination for the Dollar equivalent amount of such Indebtedness) then, solely for purposes of compliance with ‎Section 6.11, the Net First Lien Leverage Ratio as of the last day of such Test Period shall be calculated on the basis of such average relevant currency exchange rates.

Section 1.11 Interest Rates. The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to any reference rate referred to herein or with respect to any rate (including, for the avoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an alternative or replacement for or successor to any such rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing) or the effect of any of the foregoing, or of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions or other activities that affect any reference rate referred to herein, or any alternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing) or any related spread or other adjustments thereto, in each case, in a manner adverse to the Borrowers. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain any reference rate referred to herein or any alternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing), in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrowers, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any rate (or component thereof) provided by any such information source or service.

Article II

The Credits

Section 2.01 Commitments. Subject to the terms and conditions set forth herein:

(a) Each applicable Lender severally agrees to make Initial Term Loans in Dollars to the Borrowers on the Closing Date in an aggregate principal amount not to exceed its Initial Term Loan Commitment.

(b) Each applicable Lender severally agrees to make Initial Revolving Facility Loans in Dollars to the Borrowers, on a joint and several basis, from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Facility Credit Exposure with respect to the Initial Revolving Facility Commitments exceeding such Lender’s Initial Revolving Facility Commitment or (ii) the aggregate Revolving Facility Credit Exposure with respect to the Initial Revolving Facility Commitments exceeding the aggregate Initial Revolving Facility Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Initial Revolving Facility Loans.

(c) Amounts of Term Loans borrowed under Section 2.01(a) that are repaid or prepaid may not be re-borrowed.

(d) Debt Assumption. Notwithstanding anything herein or in the Loan Documents to the contrary:

(i) On the Closing Date, immediately after the consummation of the Acquisition and upon the effectiveness of this Agreement, the Initial Borrower and the Company shall be the only Borrowers hereunder and under the Loan Documents.

(ii) On the Closing Date, immediately after the payment of any Transaction Expenses payable on the Closing Date, each of Captivate Holdings and Captivate will become a party hereto and to the Loan Documents and will be a Borrower and all rights, title, interests, liabilities, duties and obligations (including the Indebtedness and Loan Obligations of the Initial Borrower and the Company) in, to and under this Agreement, the other Loan Documents and any other documents in connection therewith shall be, and shall be deemed to be, assumed, on a joint and several basis with the other Borrowers, by each of Captivate Holdings and Captivate, and each of Captivate Holdings and Captivate agrees to pay, perform and discharge, on a joint and several basis with the other Borrowers, all of the obligations and covenants of a “Borrower” and a “Loan Party” thereunder in accordance with the terms of this Agreement and the other Loan Documents and otherwise be liable, on a joint and several basis with the other Borrowers, for such Indebtedness and to perform and discharge all of the Loan Obligations and any and all obligations under this Agreement, the other Loan Documents and any other documents in connection therewith (the transactions described in this Section 2.01(d)(ii), collectively, the “Debt Assumption”).

Section 2.02 Loans and Borrowings. (a) Each Loan shall be made as part of a Borrowing consisting of Loans under the same Facility and of the same Type made by the Lenders ratably in accordance with their respective Commitments under the applicable Facility; provided, however, that Revolving Facility Loans of any Class shall be made by the Revolving Facility Lenders of such Class ratably in accordance with their respective Revolving Facility Percentages on the date such Loans are made hereunder. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.

(b) Subject to ‎Section 2.14, each Borrowing (other than a Swingline Borrowing) shall be comprised entirely of ABR Loans or Term SOFR Loans.

(c) At the commencement of each Interest Period for any Term SOFR Revolving Facility Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum. At the time that each ABR Revolving Facility Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum; provided that an ABR Revolving Facility Borrowing may be in an aggregate amount that is equal to the entire unused available balance of the Revolving Facility Commitments or that is required to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e). Each Swingline Borrowing shall be in an amount that is not less than the Borrowing Minimum. Borrowings of more than one Type may be outstanding at the same time; provided, however, that the Borrowers shall not be entitled to request any Borrowing that, if made, would result in more than 10 Term SOFR Borrowings outstanding under all Facilities at any time. Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.

(d) Notwithstanding any other provision of this Agreement, the Borrowers shall not be entitled to request, or to elect to convert or continue, any Borrowing of any Class if the Interest Period requested with respect thereto would end after the Revolving Facility Maturity Date or the Term Facility Maturity Date for such Class, as applicable.

Section 2.03 Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the Company shall notify the Administrative Agent of such request electronically not later than 11:00 a.m., New York City time, three Business Days before the date of the proposed Borrowing (or such later time as the Revolving Facility Lenders may agree); provided, however, that (i) if the Company wishes to request Term SOFR Loans having an Interest Period other than one, three or six months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, whereupon the Administrative Agent shall give prompt notice to the relevant Lenders of such request and determine whether the requested Interest Period is acceptable to all of them, and (ii) any such notice of an ABR Revolving Facility Borrowing to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e) may be given not later than 10:00 a.m., New York City time, one Business Day before the date of the proposed Borrowing (or such later time as the Revolving Facility Lenders may agree). Not later than 11:00 a.m., two Business Days before the requested date of such Borrowing, the Administrative Agent shall notify the Company (which notice may be by telephone) whether or not the requested Interest Period has been consented to by the Lenders and the Administrative Agent; provided, further that (i) to request a Term SOFR Borrowing or ABR Borrowing on the Closing Date, the Company shall notify the Administrative Agent of such request not later than 11:00 a.m., New York City time, one Business Day prior to the Closing Date (or such later time as the Administrative Agent may agree), (ii) [reserved] and (iii) any such notice may be given in accordance with the terms of any applicable Incremental Assumption Agreement. Each Borrowing Request shall be irrevocable (except that any Borrowing Request may be conditioned on the consummation of the Acquisition, any Permitted Business Acquisition, any Investment or any other event or occurrence). Each Borrowing Request shall specify the following information in compliance with Section 2.02:

(i) the Class of the Borrowing;

(ii) the aggregate amount of the requested Borrowing;

(iii) the date of such Borrowing, which shall be a Business Day;

(iv) whether such Borrowing is to be an ABR Borrowing or a Term SOFR Borrowing;

(v) in the case of a Term Borrowing, whether the Company made a PIK Election with respect to such Borrowing, and the amount of the Applicable Margin subject to such PIK Election;

(vi) in the case of a Term SOFR Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and

(vii) the location and number of the account to which funds are to be disbursed.

If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Term SOFR Borrowing. If no Interest Period is specified with respect to any requested Term SOFR Borrowing, then the Borrowers shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Section 2.04 Swingline Loans.

(a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans in Dollars to the Borrowers from time to time during the Availability Period, in an aggregate principal amount that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding the Swingline Commitment or (ii) the aggregate Revolving Facility Credit Exposure of the applicable Class exceeding the aggregate Revolving Facility Commitments of such Class; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Borrowing shall be an ABR Borrowing; provided, further, that the Borrowers shall not request, and the Swingline Lender shall not be required to make, more than two (2) Swingline Loans in any calendar week, and that no Swingline Loan shall be made on a Business Day immediately succeeding a Business Day on which a Swingline Loan was made. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans.

(b) To request a Swingline Borrowing, the Company shall notify the Administrative Agent and the Swingline Lender of such request with a Swingline Borrowing Request by electronic means, not later than 10:00 a.m., New York City time, on the day of a proposed Swingline Loan. Each such Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date of such Swingline Borrowing (which shall be a Business Day) and (ii) the amount of the requested Swingline Borrowing. The Swingline Lender shall make each Swingline Loan on the proposed date thereof by wire transfer of immediately available funds to the account specified by the Company in the Swingline Borrowing Request (or, in the case of a Swingline Borrowing made to finance the reimbursement of an L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank).

(c) The Swingline Lender may by written notice given to the Administrative Agent not later than 12:00 pm, New York City time, on any Business Day require the Revolving Facility Lenders of the applicable Class to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Revolving Facility Lender’s applicable Revolving Facility Percentage of such Swingline Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent for the account of the Swingline Lender, such Revolving Facility Lender’s applicable Revolving Facility Percentage of such Swingline Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or Event of Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Company of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrowers (or other party on behalf of the Borrowers) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to

the extent such payment is required to be refunded to the Borrowers for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve any Borrower of any default in the payment thereof.

(d) Holdings may, at any time and from time to time, designate as additional Swingline Lenders one or more Revolving Facility Lenders that agree to serve in such capacity as provided below. The acceptance by a Revolving Facility Lender of an appointment as a Swingline Lender hereunder shall be evidenced by an agreement, which shall be in form and substance reasonably satisfactory to the Administrative Agent and Holdings, executed by Holdings, the Borrowers, the Administrative Agent and such designated Swingline Lender, and, from and after the effective date of such agreement, (i) such Revolving Facility Lender shall have all the rights and obligations of a Swingline Lender under this Agreement and (ii) references herein to the term “Swingline Lender” shall be deemed to include such Revolving Facility Lender in its capacity as a lender of Swingline Loans hereunder.

Section 2.05 Letters of Credit. (a) General. Subject to the terms and conditions set forth herein, a Borrower may request the issuance of and the Issuing Banks shall issue one or more Letters of Credit denominated in Dollars for any lawful purposes of Holdings and the Subsidiaries for its own account or for the account of any Borrower or any Subsidiary in a form reasonably acceptable to the applicable Issuing Bank, at any time and from time to time during the applicable Availability Period and prior to the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided that (x) the Borrowers shall remain primarily liable in the case of a Letter of Credit issued for the account of a Subsidiary and (y) the applicable Issuing Bank shall not be obligated to issue Letters of Credit if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, the issuance of such Letter of Credit would violate any Requirements of Law binding upon such Issuing Bank or the issuance of the Letter of Credit would violate one or more policies or procedures of such Issuing Bank applicable to letters of credit generally that are customary for the industry. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by any Borrower to, or entered into by any Borrower with, an Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control.

(b) Request for Issuance, Amendment, Extension: Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, extension (other than an automatic extension in accordance with paragraph (c) of this Section 2.05) or extension of an outstanding Letter of Credit), a Borrower shall electronically send to the applicable Issuing Bank and the Administrative Agent (at least fifteen Business Days in advance of the requested date of issuance, amendment or extension or such shorter period as the Administrative Agent and the applicable Issuing Bank in their sole discretion may agree) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended or extended, and specifying the date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section 2.05), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to issue, amend or extend such Letter of Credit. If requested by the applicable Issuing Bank, the Borrowers also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter of Credit the Borrowers shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension, (i) the aggregate Revolving Facility Credit Exposure shall not exceed the aggregate Revolving Facility Commitments and (ii) the aggregate Revolving L/C Exposure shall not exceed the Letter of Credit Sublimit.

(c) Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrowers and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Borrowers and the applicable Issuing Bank in their sole discretion) after such extension) and (ii) the Revolving Facility Maturity Date for the applicable Class; provided that any Letter of Credit with a one year tenor may provide for automatic extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided, further, that if such Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause (ii) above, provided that if any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the Revolving Facility Maturity Date for such Class, the Borrowers shall provide Cash Collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to the available amount of each such Letter of Credit on or prior to the Revolving Facility Maturity Date for such Class.

(d) Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) under the Revolving Facility Commitments of any Class and without any further action on the part of the applicable Issuing Bank or the Revolving Facility Lenders, such Issuing Bank hereby grants to each Revolving Facility Lender under such Class, and each such Revolving Facility Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Facility Lender’s applicable Revolving Facility Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Facility Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such Revolving Facility Lender’s applicable Revolving Facility Percentage of each L/C Disbursement made by such Issuing Bank and not reimbursed by the Borrowers on the date due as provided in paragraph (e) of this Section 2.05, or of any reimbursement payment required to be refunded to the Borrowers for any reason. Each Revolving Facility Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or Event of Default or reduction or termination of the Commitments or the fact that, as a result of changes in currency exchange rates, such Revolving Facility Lender’s Revolving Facility Credit Exposure at any time might exceed its Revolving Facility Commitment at such time, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

(e) Reimbursement. If the applicable Issuing Bank shall make any L/C Disbursement in respect of a Letter of Credit, the Borrowers shall reimburse such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 1:00 pm, New York City time, on the second Business Day after the Borrowers receive notice under paragraph (g) of this Section 2.05 of such L/C Disbursement; provided that the Borrowers may, without regard to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or Section 2.04(a) that such payment be financed with a Revolving Facility Borrowing or a Swingline Borrowing of the applicable Class, as applicable, in an equivalent amount and, to the extent so financed, the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting Revolving Facility Borrowing or Swingline Borrowing. If the Borrowers fail to reimburse any L/C Disbursement when due, then the Administrative Agent shall promptly notify the applicable Issuing Bank and each other applicable Revolving Facility Lender of the applicable L/C Disbursement, the payment then due from the Borrowers in respect thereof

(the “Unreimbursed Amount”) and, in the case of a Revolving Facility Lender, such Lender’s Revolving Facility Percentage thereof. Promptly following receipt of such notice, each Revolving Facility Lender with a Revolving Facility Commitment of the applicable Class shall pay to the Administrative Agent its Revolving Facility Percentage of the Unreimbursed Amount in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Facility Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Revolving Facility Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Facility Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Facility Lender pursuant to this paragraph to reimburse an Issuing Bank for any L/C Disbursement (other than the funding of a Revolving Facility Loan or a Swingline Borrowing as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers of their obligation to reimburse such L/C Disbursement.

(f) Obligations Absolute. The obligations of the Borrowers to reimburse L/C Disbursements as provided in paragraph (e) of this Section 2.05 shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, even if such documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the applicable Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, including failure of any documents to bear any reference or adequate reference to the Letter of Credit, (iv) the use that may be made of any Letter of Credit or any acts or omissions of any beneficiary or transferee in connection therewith or (v) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.05, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrowers’ obligations hereunder. Neither the Administrative Agent, the Lenders nor any Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of such Issuing Bank, or any of the circumstances referred to in clauses (i), (ii) or (iii) of the first sentence; provided that the foregoing shall not be construed to excuse the applicable Issuing Bank from liability to the Borrowers to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrowers to the extent permitted by applicable law) suffered by Holdings or its Subsidiaries that are determined by final and binding decision of a court of competent jurisdiction to have been caused by such Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of (x) gross negligence, bad faith or willful misconduct on the part of the applicable Issuing Bank as determined in a final, non-appealable judgment by a court of competent jurisdiction, in determining whether documents presented under any Letter of Credit comply with the terms of the Letter of Credit or (y) such Issuing Bank’s willful failure to make lawful payment under a Letter of Credit after the presentation to it of instruments strictly complying with the terms and conditions of the Letter of Credit, such Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented that appear on their face to

be in substantial compliance with the terms of a Letter of Credit, the applicable Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit. Each of the Borrowers and Holdings assumes all risks of the acts or omissions of any beneficiary or transferee of any Letter of Credit with respect to its use of such Letter of Credit.

(g) Disbursement Procedures. The applicable Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. Such Issuing Bank shall promptly notify the Administrative Agent and the Company by telephone (confirmed by electronic means) of any such demand for payment under a Letter of Credit and whether such Issuing Bank has made or will make an L/C Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrowers of their obligation to reimburse such Issuing Bank and the Revolving Facility Lenders with respect to any such L/C Disbursement.

(h) Interim Interest. If an Issuing Bank shall make any L/C Disbursement, then, unless the Borrowers shall reimburse such L/C Disbursement in full on the date such L/C Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such L/C Disbursement is made to but excluding the date that the Borrowers reimburse such L/C Disbursement, at the rate per annum then applicable to ABR Revolving Loans of the applicable Class. Interest accrued pursuant to this paragraph shall be for the account of the applicable Issuing Bank, except that interest accrued on and after the date of payment by any Revolving Facility Lender pursuant to paragraph (e) of this Section 2.05 to reimburse such Issuing Bank shall be for the account of such Revolving Facility Lender to the extent of such payment.

(i) Replacement of an Issuing Bank. An Issuing Bank may be replaced at any time by written agreement among Holdings or the Company, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of an Issuing Bank. At the time any such replacement shall become effective, the Borrowers shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.12. From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the replaced Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of such Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement but shall not be required to issue additional Letters of Credit.

(j) Cash Collateralization Following Certain Events. If and when the Borrowers are required to Cash Collateralize any Revolving L/C Exposure relating to any outstanding Letters of Credit pursuant to any of Sections 2.05(c), 2.11(g), 2.25(a)(v) or 7.01, the Borrowers shall deposit in an account with or at the direction of the Collateral Agent, in the name of the Collateral Agent and for the benefit of the Revolving Facility Lenders, an amount equal to the Minimum L/C Collateral Amount (or, in the case of Sections 2.05(c), 2.11(g) and 2.25(a)(v), the portion thereof required by such sections). Each deposit of Cash Collateral (x) made pursuant to this paragraph or (y) made by the Administrative Agent pursuant to Section 2.25(a)(ii), in each case, shall be held by the Collateral Agent as collateral for the payment and performance of the obligations of the Borrowers under this Agreement. The Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of (i) for so long as an Event of Default shall be continuing, the Collateral Agent and (ii) at

any other time, Holdings and the Borrowers, in each case, in Permitted Investments and at the risk and expense of the Borrowers, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Collateral Agent to reimburse each Issuing Bank for L/C Disbursements for which such Issuing Bank has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the Revolving L/C Exposure at such time (and any amounts in excess of the Revolving L/C Exposure at such time shall promptly be returned to the Borrowers) or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure), be applied to satisfy other obligations of the Borrowers under this Agreement. If the Borrowers are required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting Lender or the occurrence of a limit under Section 2.11(g) being exceeded, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers within three Business Days after all Events of Default have been cured or waived or the termination of the Defaulting Lender status or the limits under Section 2.11(g) no longer being exceeded, as applicable.

(k) Cash Collateralization Following Termination of a Revolving Facility. Notwithstanding anything to the contrary herein, in the event of the prepayment in full of all outstanding Revolving Facility Loans and the termination of all Revolving Facility Commitments (a “Revolving Facility Termination Event”) in connection with which the Company notifies any one or more Issuing Banks that it or any other Borrower or any Subsidiary intends to maintain one or more Letters of Credit initially issued under this Agreement in effect after the date of such Revolving Facility Termination Event (each, a “Continuing Letter of Credit”), then the security interest of the Collateral Agent in the Collateral under the Security Documents may be terminated in accordance with Section 9.18 if each such Continuing Letter of Credit is Cash Collateralized in an amount equal to the Minimum L/C Collateral Amount, which shall be deposited with or at the direction of each such Issuing Bank.

(l) Additional Issuing Banks. From time to time, the Company may by notice to the Administrative Agent designate any Lender (in addition to the initial Issuing Banks) that agrees (in its sole discretion) to act in such capacity and that is reasonably satisfactory to the Administrative Agent as an Issuing Bank. Each such additional Issuing Bank shall execute a counterpart of this Agreement (which counterpart shall set forth any fronting sublimit to the Letter of Credit Sublimit applicable to such Issuing Bank, which shall be agreed from time to time solely among Holdings and such Issuing Bank) upon the approval of the Administrative Agent (which approval shall not be unreasonably withheld, delayed or conditioned) and shall thereafter be an Issuing Bank hereunder for all purposes. Upon the designation of an Issuing Bank hereunder, the Company and the applicable Issuing Bank may, in consultation with the Administrative Agent, effect amendments to this Agreement to reflect such designation and any letter of credit sublimit agreed between the Company and such Issuing Bank, to be applicable to such Issuing Bank.

(m) Reporting. Unless otherwise requested by the Administrative Agent, each Issuing Bank shall (i) provide to the Administrative Agent copies of any notice received from the Borrowers pursuant to Section 2.05(b) no later than the next Business Day after receipt thereof and (ii) report in writing to the Administrative Agent (A) on or prior to each Business Day on which such Issuing Bank expects to issue, amend or extend any Letter of Credit, the date of such issuance, amendment or extension, and the aggregate available amount of the Letters of Credit to be issued, amended or extended by it and outstanding after giving effect to such issuance, amendment or extension occurred (and whether the amount thereof changed), and such Issuing Bank shall be permitted to issue, amend or extend such Letter of Credit if the Administrative Agent shall not have advised such Issuing Bank that such issuance, amendment or extension would not be in conformity with the requirements of this Agreement, (B) on each Business Day on which such Issuing Bank makes any L/C Disbursement, the date of such L/C Disbursement and the amount of such L/C Disbursement and (C) on any other Business Day, such other information with respect to the

outstanding Letters of Credit issued by such Issuing Bank as the Administrative Agent shall reasonably request.

Section 2.06 Funding of Borrowings. (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 12:00 noon and in the case of any Loan made on the Closing Date, the later of (x) 10:00 a.m. and (y) the time that is two hours following the effectiveness of this Agreement, New York City time, to the Administrative Agent’s Office; provided that (i) Swingline Loans shall be made as provided in Section 2.04 and (ii) any Loan may be made as provided for in any applicable Incremental Assumption Agreement. Upon receipt of all requested funds, the Administrative Agent will make such Loans available to the Borrowers by promptly wiring the amounts so received, in like funds, to an account or accounts designated by the Company as specified in the applicable Borrowing Request; provided that Revolving Facility Loans made to finance the reimbursement of a L/C Disbursement and reimbursements as provided in Section 2.05(e) shall be remitted by the Administrative Agent to the applicable Issuing Bank.

(b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with clause (a) of this Section 2.06 and may, in reliance upon such assumption, make available to the Borrowers a corresponding amount. In such event, if a Lender has not in fact made its share of the Borrowing available to the Administrative Agent, then the applicable Lender and the Borrowers severally agree to pay to the Administrative Agent forthwith on demand (without duplication) such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrowers to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of (A) the Federal Funds Effective Rate and (B) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of a payment to be made by the Borrowers, the interest rate applicable to the relevant Borrowing. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make such payment to the Administrative Agent.

(c) The foregoing notwithstanding, the Administrative Agent, in its sole discretion, may from its own funds make a Revolving Facility Loan on behalf of the Lenders. In such event, the applicable Lenders on behalf of whom the Administrative Agent made the Revolving Facility Loan shall reimburse the Administrative Agent for all or any portion of such Revolving Facility Loan made on its behalf upon written notice given to each applicable Lender not later than 11:00 a.m., New York City time, on the Business Day such reimbursement is requested. The entire amount of interest attributable to such Revolving Facility Loan for the period from and including the date on which such Revolving Facility Loan was made on such Lender’s behalf to but excluding the date the Administrative Agent is reimbursed in respect of such Revolving Facility Loan by such Lender shall be paid to the Administrative Agent for its own account.

Section 2.07 Interest Elections. (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Term SOFR Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Company may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Term SOFR Borrowing, may elect Interest Periods therefor, all as provided in this Section 2.07. The Company may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall

be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing.

(b) To make an election pursuant to this Section 2.07, the Company shall notify the Administrative Agent of such election by submitting an Interest Election Request by electronic means to the Administrative Agent the time that a Borrowing Request would be required under Section 2.03 if the Company were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election.

(c) Each Interest Election Request shall specify the following information in compliance with Section 2.02:

(i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii) whether the resulting Borrowing is to be an ABR Borrowing or a Term SOFR Borrowing;

(iv) if the resulting Borrowing is a Term SOFR Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period;” and

(v) if such Interest Election Request applies to a Term Borrowing, whether the Company has made a PIK Election with respect to the resulting Borrowing, and the amount of the Applicable Margin subject to such PIK Election.

If any such Interest Election Request requests a Term SOFR Borrowing but does not specify an Interest Period, then the Borrowers shall be deemed to have selected an Interest Period of one month’s duration. If less than all the outstanding principal amount of any Borrowing shall be converted or continued, then each resulting Borrowing shall be not less than the Borrowing Minimum and satisfy the limitations specified in Section 2.02(c) regarding the maximum number of Borrowings of the relevant Type.

(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender to which such Interest Election Request relates of the details thereof and of such Lender’s portion of each resulting Borrowing.

(e) If the Borrowers fail to deliver a timely Interest Election Request with respect to a Term SOFR Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be continued as a Term SOFR Borrowing with a one month Interest Period. Notwithstanding any contrary provision hereof, if a Specified Event of Default has occurred and is continuing and the Administrative Agent, at the written request (including a request through electronic means) of the Required Lenders, so notifies the Borrowers, then, so long as a Specified Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a Term SOFR Borrowing and (ii) unless repaid, each Term SOFR Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.

Section 2.08 Termination of Commitments. (a) On the Closing Date (after giving effect to the funding of the Initial Term Loans to be made on such date), the Initial Term Loan Commitments of each Lender as of the Closing Date will terminate. Unless previously terminated, the Revolving Facility Commitments of each Class shall terminate on the applicable Revolving Facility Maturity Date for such Class.

(b) The Borrowers, may at any time terminate, or from time to time reduce, the unused Commitments of any Class; provided that (1) each reduction shall be in an amount that is an integral multiple of $250,000 and not less than $1,000,000 (or, if less, the remaining amount of the unused Commitments of such Class) and (2) the Borrowers shall not terminate or reduce the Revolving Facility Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Facility Loans in accordance with Section 2.11 and any Cash Collateralization of Letters of Credit in accordance with Section 2.05(j) or (k), the Revolving Facility Credit Exposure of such Class (excluding any Cash Collateralized Letter of Credit) would exceed the total Revolving Facility Commitments of such Class

(c) The Company shall notify the Administrative Agent by delivery of a Prepayment Notice of any election to terminate or reduce the Commitments of any Class under paragraph (b) of this Section 2.08 by 12:00 noon not less than at least one Business Day prior to the effective date of such termination or reduction (or such shorter period acceptable to the Administrative Agent), specifying such election and the effective date thereof. Promptly following receipt of any Prepayment Notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each Prepayment Notice delivered by the Company pursuant to this Section 2.08 shall be irrevocable (except that any Prepayment Notice may be conditioned on the consummation of any Permitted Business Acquisition, any Investment, any incurrence of Indebtedness or any other event or occurrence). Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.

Section 2.09 Repayment of Loans; Evidence of Debt. (a) The Borrowers hereby unconditionally promise to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan to the Borrowers on the Revolving Facility Maturity Date applicable to such Revolving Facility Loans, (ii) to the Administrative Agent for the account of each applicable Lender, the then unpaid principal amount of each Term Loan of such Lender as provided in Section 2.10 and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments on the earlier of the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the first date that is the last Business Day of March, June, September or December and is at least ten Business Days after such Swingline Loan is made; provided that on each date that a Revolving Facility Borrowing is made by the Borrowers, the Borrowers shall repay all Swingline Loans made to the Borrowers that are then outstanding.

(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(c) The Administrative Agent shall maintain the Register pursuant to Section 9.04(b)(iv), and a subaccount therein for each Lender, in which it shall record (i) the amount of each Loan made hereunder, the Facility and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder and (iii) any amount received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.

(d) The entries made in the accounts maintained pursuant to clause (b) of this Section 2.09 shall be prima facie evidence, and the entries made in the Register maintained pursuant to clause (c) of this Section 2.09 shall be conclusive evidence, absent manifest error, of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain the Register or such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement. In the event of any conflict between the accounts maintained pursuant to clause (b) of this Section 2.09 and the Register, the Register shall control.

(e) Any Lender may request that Loans made by it be evidenced by a promissory note (a “Note”). In such event, the Borrowers shall prepare, execute and deliver to such Lender a promissory note payable to such Lender and its registered assigns and in a form reasonably approved by the Administrative Agent and reasonably acceptable to the Borrowers, which promissory note shall be substantially in the form of (x) Exhibit J-1 in the case of a Note evidencing Indebtedness of the Borrowers under the Term Loan of such Lender and (y) Exhibit J-2 in the case of a Note evidencing Indebtedness of the Borrowers under the Revolving Facility Commitment of such Lender. Thereafter, unless otherwise agreed to by the applicable Lender, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the payee named therein and its registered assigns.

Section 2.10 Scheduled Repayments of Term Loans. (a) Subject to Section 2.11 and to Section 9.08(d), and adjustment otherwise in accordance with this Agreement, the Borrowers shall repay Initial Term Loans on the last Business Day of each fiscal quarter of each Fiscal Year (commencing with the last Business Day of December 2026) and on the Term Facility Maturity Date or, if any such date is not a Business Day, on the preceding Business Day (each such date, an “Initial Term Loan Payment Date”), in an aggregate principal amount equal to (A) in the case of quarterly payments due prior to the Initial Term Facility Maturity Date, an amount equal to the Initial Term Loan Amortization Percentage of the aggregate original principal amount of all such Initial Term Loans advanced on the Closing Date and (B) in the case of such payment due on the Initial Term Facility Maturity Date, an amount equal to the aggregate principal amount of all such Initial Term Loans then outstanding.

Section 2.11 Voluntary and Mandatory Prepayment of Loans. (a) The Borrowers shall have the right at any time and from time to time to prepay any Loan in whole or in part, without premium or penalty (but subject to Section 2.12(d) and Section 2.16), in an aggregate principal amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum or, if less, the amount outstanding, subject to prior notice in accordance with Section 2.11(i).

(b) The Borrowers shall apply 100% of Net Proceeds, promptly upon receipt thereof, which shall not be later than ten Business Days after receipt thereof, to prepay Subject Loans.

(c) Not later than ten Business Days after the date on which the annual financial statements are, or are required to be, delivered under Section 5.04(a) (the “ECF Date”) with respect to each Excess Cash Flow Period, the Company shall calculate Excess Cash Flow for such Excess Cash Flow Period and the Borrowers shall apply, to prepayment of Subject Loans, an amount (the “ECF Payment Amount”) equal to:

(i) the amount by which the Required ECF Percentage of such Excess Cash Flow exceeds $1,000,000 (the “ECF Threshold Amount” and any such amount equal to or below the ECF Threshold Amount, the “ECF Excluded Amount”); provided that the Company may, in its sole discretion, elect to apply all or a portion of the ECF Excluded Amount to prepayment of Subject Loans, minus

(ii) without duplication of any amounts deducted from “Excess Cash Flow” (it being understood that deductions may be allocated without duplication between “Excess Cash Flow” and the paragraphs set forth below in the sole discretion of the Company), to the extent not financed using the proceeds of the incurrence of long-term Indebtedness, the sum of (without duplication in any period or with respect to successive Excess Cash Flow Periods), at the option of the Company:

(A) the amount of any voluntary payments during the Applicable Period of Term Loans,

(B) the amount of any permanent voluntary reductions during the Applicable Period of commitments under any Revolving Facility Commitments to the extent that an equal amount of Revolving Facility Loans were simultaneously repaid,

(C) [reserved],

(D) [reserved],

(E) (i) the amount of Capital Expenditures made during the Applicable Period that are paid in cash and (ii) the aggregate consideration paid in cash during the Applicable Period in respect of Permitted Business Acquisitions and other Investments permitted hereunder or in respect of earnout obligations in respect of the foregoing,

(F) [reserved],

(G) payments in cash in respect of seller notes, earn-outs and other contingent consideration obligations; and

(H) any payment of the kind set forth in the preceding clauses (A) through (G) that any Borrower or any Subsidiary shall, during such Applicable Period, have become obligated to, or anticipated or committed to make, in each case in cash and no later than the date ending four consecutive fiscal quarters of the Borrowers following the end of such Applicable Period; provided that any amount so deducted shall not be deducted again for a subsequent Excess Cash Flow Period,

provided, that the ECF Payment Amount shall be increased on a dollar-for-dollar basis by any amounts referred to in clause (G) above that are committed or anticipated to be made during an Applicable Period or the period of four consecutive fiscal quarters of the Borrowers following the end of such Applicable Period, to the extent not so made during such Applicable Period or four fiscal quarter period (in each case solely to the extent such amounts originally reduced the ECF Payment Amount pursuant to clause (G) above), with such dollar-for-dollar increase occurring for the Excess Cash Flow Period in which such four fiscal quarter period referenced above expired without such cash payment being made.

Such calculation will be set forth in a Compliance Certificate delivered to the Administrative Agent setting forth the amount, if any, of Excess Cash Flow for such Fiscal Year, the amount of any required prepayment in respect thereof and the calculation thereof in reasonable detail.

(d) Notwithstanding any other provisions of this Section 2.11 to the contrary, (i) to the extent that any Net Proceeds of any Prepayment Asset Sale by a Subsidiary or Excess Cash Flow attributable to a Subsidiary would otherwise be required to be applied pursuant to Section 2.11(b) or Section 2.11(c) but is prohibited, restricted or delayed by applicable local law from being repatriated to the Borrowers, the portion of such Net Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Subject Loans at the times provided in Section 2.11(b) or Section 2.11(c) but may be retained by the applicable Subsidiary for so long, but only so long, as the applicable local law will not permit repatriation to a Borrower (as determined by the Company in good faith), and once such repatriation of any of such affected Net Proceeds or Excess Cash Flow is permitted under the applicable local law, such repatriation will be effected and such repatriated Net Proceeds or Excess Cash Flow will be promptly applied (net of additional Taxes payable or reserved against as a result thereof including, without duplication, any repatriation costs associated with repatriation of such proceeds from the applicable recipient to the applicable Borrower) to the repayment of the Subject Loans pursuant to Section 2.11(b) or Section 2.11(c), to the extent provided therein; provided that if such prohibition or restriction continues for 365 days, there shall be no requirement to apply such portion of such Net Proceeds or Excess Cash Flow so affected to prepay Subject Loans, (ii) to the extent that the Borrowers have reasonably determined in good faith that repatriation to a Borrower of any or all of such Net Proceeds under clause (a) of the definition thereof or Excess Cash Flow that would otherwise be required to be applied pursuant to Section 2.11(b) or Section 2.11(c) would have a material adverse Tax consequence or material adverse regulatory consequence to Holdings, any Subsidiary, any Affiliate of any Loan Party, or any Parent Entity or direct or indirect equityholder thereof, the Net Proceeds or Excess Cash Flow so affected may be retained by the applicable Subsidiary and there shall be no requirement to apply the affected Net Proceeds or Excess Cash Flow to prepay Subject Loans, (iii) to the extent that the Company has determined in good faith based on the advice of counsel that the repatriation of any or all of such Net Proceeds or Excess Cash Flow would give rise to a risk of liability for the directors of a Subsidiary, such Subsidiary may retain the Net Proceeds or Excess Cash Flow and there shall be no requirement to apply the affected Net Proceeds or Excess Cash Flow to prepay Subject Loans, (iv) the Borrowers shall not be required to prepay any amount that would otherwise be required to be paid pursuant to Section 2.11(b) or Section 2.11(c) to the extent that the relevant Net Proceeds of any Prepayment Asset Sale are received by a joint venture in which any Loan Party has a minority interest or the relevant Excess Cash Flow is generated by a joint venture in which any Loan Party has a minority interest for so long as the Company determines in good faith that the distribution to the Borrowers of such Net Proceeds or Excess Cash Flow would be prohibited under any applicable (I) organizational documents (or any relevant shareholders’ or similar agreement) governing such minority-owned joint venture, (II) agreement or instrument entered into with a Person other than a Loan Party or a Subsidiary not prohibited by Section 6.09(c) or (III) judgment, decree, order, statute or governmental rule or regulation; and (v) prepayments of Net Proceeds or from Excess Cash Flow shall be made net of Taxes payable or reserved against as a result of the repatriation of funds from such Subsidiaries to the Borrowers.

(e) In the event that the aggregate amount of Revolving Facility Credit Exposure of any Class is more than the aggregate Revolving Facility Commitments of such Class, the Borrowers shall, within five Business Days of receipt of written notice thereof from the Administrative Agent, prepay Revolving Facility Borrowings or Swingline Borrowings of such Class and/or provide Cash Collateral in respect of outstanding Letters of Credit pursuant to Section 2.05(j) in an amount sufficient to eliminate any such excess Revolving Facility Credit Exposure, it being understood that for purposes of this clause, the Revolving Facility Credit Exposure of any Class shall be deemed reduced by the face amount of Letters of Credit of such Class that are so Cash Collateralized.

(f) [Reserved].

(g) [Reserved].

(h) (i) prepayments of Subject Loans from Net Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to Section 2.11(c) shall be allocated (A) on a pro rata basis to each Class of Subject Loans, (B) among remaining scheduled payments of principal under each such Class of Subject Loans as directed by the Company (and in the absence of such direction, in direct order of maturity) and (C) among Borrowings under each such Class of Subject Loans as directed by the Company (and in the absence of such direction, in a manner that will minimize any payments required under Section 2.16); provided that, if the Company permits, any Lender may, at its option, elect to decline any such prepayment of any Subject Loan (other than any Net Proceeds of the type described in clause (b) of the definition thereof and any prepayment made by the Borrowers to refinance the Subject Loans) held by it if it shall give written notice of such election to the Administrative Agent by 1:00 p.m. at least two Business Days prior to the date of such prepayment (any such Lender, a “Declining Lender”), in which case, on the date of such prepayment, any amounts that would otherwise have been applied to prepay Subject Loans owing to Declining Lenders (such amounts, the “Declined Proceeds”) shall instead be retained by the Borrowers for application for any purpose not prohibited by this Agreement (such amounts, the “Retained Declined Proceeds”), and

(ii) any optional prepayments pursuant to Section 2.11(a) shall be allocated (A) among Classes of Loans as directed by the Company, (B) in the case of Term Loans, among remaining scheduled payments of principal under each such Class of Loans as directed by the Company (and in the absence of such direction, in direct order of maturity) and (C) among Borrowings under each such Class of Loans as directed by the Company (and in the absence of such direction, in a manner that will minimize any payments required under Section 2.16).

(i) Prior to any voluntary prepayment of any Loan under any Facility hereunder, the Company shall select the Borrowing or Borrowings under the applicable Facility to be prepaid and shall notify the Administrative Agent by telephone (confirmed by electronic means by delivery of a Prepayment Notice to the Administrative Agent) of such selection not later than 11:00 a.m., New York City time, (i) in the case of an ABR Borrowing, at least one Business Day before the scheduled date of such prepayment and (ii) in the case of a Term SOFR Borrowing, at least three Business Days before the scheduled date of such prepayment (or, in each case, such shorter period acceptable to the Administrative Agent); provided, that a notice of prepayment of any Swingline Loan may be provided on the scheduled date of such prepayment in the same manner as for ABR Borrowings, provided, further that each Prepayment Notice delivered by the Company pursuant to this Section 2.11 shall be irrevocable (except that any Prepayment Notice may be conditioned on the consummation of any Permitted Business Acquisition, any investment, any incurrence of Indebtedness or any other event or occurrence). Each repayment of any Class and any Borrowing shall be made ratably among the Lenders in accordance with their respective Loans of such Class or such Borrowing. All repayments of Loans shall be accompanied by accrued interest on the amount repaid to the extent required by Section 2.13(d).

Section 2.12 Fees. (a) The Borrowers agree to pay to each Initial Revolving Facility Lender (other than any Defaulting Lender), through the Administrative Agent, on the date that is the last Business Day of each fiscal quarter in each Fiscal Year (commencing with the first full fiscal quarter after the Closing Date) and on the date on which the Initial Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a commitment fee in Dollars (the “Revolver Commitment Fee”) on the daily amount of the applicable Available Unused Commitment of such Lender in respect of the Initial Revolving Facility during the preceding fiscal quarter (or other period commencing with the Closing Date or ending with the date on which the last of the Initial Revolving Facility Commitments of such Lender shall be terminated) at a rate equal to the Applicable Revolver Commitment Fee Rate accrued up to the last Business Day of each fiscal quarter (commencing with the first full fiscal quarter after the Closing Date). All Revolver Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For purposes of calculating any Initial Revolving Facility Lender’s Revolver Commitment

Fee, the outstanding Swingline Loans during the period for which such Initial Revolving Facility Lender’s Revolver Commitment Fee is calculated shall be deemed to be zero. The Revolver Commitment Fee due to each Initial Revolving Facility Lender shall commence to accrue on the Closing Date and shall cease to accrue on the date on which the last of the Initial Revolving Facility Commitments of such Lender shall be terminated as provided herein.

(b) The Borrowers from time to time agree to pay (i) to each Revolving Facility Lender of each Class (other than any Defaulting Lender), through the Administrative Agent, on the date that is the last Business Day of each fiscal quarter of each Fiscal Year (commencing with the first full fiscal quarter after the Closing Date) and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fee (an “L/C Participation Fee”) on such Lender’s Revolving Facility Percentage of the daily face amount of the aggregate undrawn amount of all Letters of Credit applicable to such Class outstanding during the preceding fiscal quarter (or shorter period commencing with the Closing Date or ending with the Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments of such Class shall be terminated) at the rate per annum equal to the Applicable Margin for Term SOFR Revolving Facility Borrowings of such Class, effective for each day in such period accrued up to the last Business Day of each fiscal quarter (commencing with the first full fiscal quarter after the Closing Date) and (ii) to each Issuing Bank, for its own account (x) on the date that is the last Business Day of each fiscal quarter of each Fiscal Year (commencing with the first full fiscal quarter after the Closing Date) and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank and outstanding during the preceding fiscal quarter to and including the termination of such Letter of Credit, computed at a rate equal to 0.125% per annum of the daily face amount of such Letter of Credit plus (y) in connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank’s customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days.

(c) The Borrowers agree to pay to the Administrative Agent, for the account of the Administrative Agent, the administration fee in respect of the Facilities as set forth in the Administrative Agent Fee Letter, as may be amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the “Administrative Agent Fees”).

(d) In the event that, on or prior to the third anniversary of the Closing Date, (x) the Borrowers voluntarily prepay any Initial Term Loans pursuant to Section 2.11(a), (y) the Borrowers prepay or repay any Initial Term Loans with Net Proceeds under clause (b) of the definition thereof pursuant to Section 2.11(b) (any transaction described in clause (x) or (y), a “Repricing Transaction”) or (z) all or any portion of the Initial Term Loans held by any Lender are prepaid, repaid, refinanced, substituted or replaced pursuant to Section 2.19(c) as a result of, or in connection with, such Lender not agreeing or otherwise consenting to any waiver, consent, modification or amendment in connection with a Repricing Transaction (it being understood and agreed that prepayments, repayments, refinancings, substitutions or replacements as a result of assignments made pursuant to Section 9.04(i) hereof shall not be subject to this Section 2.12(b)), the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders (or, in the case of clause (z), the Borrowers shall pay to the applicable Lenders), a premium of (A) 3.00% of the aggregate principal amount of the Initial Term Loans so prepaid, repaid, refinanced, substituted or replaced on or prior to the first anniversary of the Closing Date, (B) 2.00% of the aggregate principal amount of the Initial Term Loans so prepaid, repaid, refinanced, substituted or replaced after the first anniversary of the Closing Date, but on or prior to the second anniversary of the Closing Date and (C) 1.00% of the aggregate principal amount of the Initial Term Loans so prepaid, repaid, refinanced or substituted or replaced after the second anniversary of the Closing Date, but on or prior to the third anniversary of the Closing Date. All such amounts shall be due and payable on the date of effectiveness of

the relevant assignment or prepayment, repayment, substitution or replacement, as the case may be, pursuant to Sections 2.11(a), 2.11(b) (other than with any Net Proceeds of the type described in clause (a) of the definition thereof) or 2.19(c), as applicable. Notwithstanding the foregoing, no premium, fee or penalty shall be payable upon (x) any mandatory prepayment other than a mandatory prepayment with Net Proceeds under clause (b) of the definition thereof pursuant to Section 2.11(b) or (y) any voluntary prepayments to the extent financed with Internally Generated Cash Flow.

(e) Notwithstanding anything to the contrary contained herein (including the last sentence of Section 2.12(d)), upon the acceleration of the Initial Term Loans pursuant to Section 7.01, including, without limitation, any automatic acceleration upon the occurrence of any Event of Default described in Section 7.01(h) or (i), the premium set forth in Section 2.12(c) above, if any, that would have been payable in connection with an optional prepayment of the Initial Term Loans pursuant to Section 2.11(a) at such time (without giving effect to any of the exceptions set forth in the last sentence of Section 2.12(d)) shall be immediately due and payable, and the Borrowers agree that (i) such premium is a reasonable calculation of the Lenders’ lost profits in respect of the Initial Term Loans being repaid and that such lost profits are damages that are impossible to ascertain, (ii) the Lenders shall be entitled to recover such premium irrespective of whether the payment of such premium is characterized as unmatured interest, a “make-whole” amount or premium or a prepayment premium under applicable law (including in connection with any proceeding under any Debtor Relief Law) and (iii) such premium constitutes part of the Loan Obligations

(f) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances.

Section 2.13 Interest. (a) The Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear interest at the ABR plus the Applicable Margin.

(b) The Loans comprising each Term SOFR Borrowing shall bear interest at Term SOFR for the Interest Period in effect for such Borrowing plus the Applicable Margin.

(c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any Fees or other amount payable by the Borrowers hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, during the continuance of a Specified Event of Default (and, at the election of the Required Lenders, during the continuance of any other Event of Default), such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the preceding clauses of this Section 2.13 or (ii) in the case of any other overdue amount, 2% plus the rate applicable to ABR Loans as provided in clause (a) of this Section; provided that this clause (c) shall not apply to any Event of Default that has been waived by the Lenders pursuant to Section 9.08; provided, further, that no amount shall be payable under this Section 2.13(c) to any Defaulting Lender.

(d) Accrued interest on each Loan in any Borrowing shall be payable in arrears (i) on each Interest Payment Date for such Borrowing, (ii) in the case of Revolving Facility Loans, upon termination of the applicable Revolving Facility Commitments and (iii) in the case of the Term Loans, on the applicable Term Facility Maturity Date; provided that (A) interest accrued pursuant to clause (c) of this Section 2.13 shall be payable on demand, (B) in the event of any repayment or prepayment of any Loan (other than a prepayment of a Revolving Facility Loan that is an ABR Loan that is not made in conjunction with a permanent commitment reduction), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, (C) in the event of any conversion of any Term

SOFR Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion and (D) notwithstanding anything to the contrary set forth in this Agreement, for each Interest Payment Date occurring on or prior to the date that is the second anniversary of the Closing Date, the Company may elect in any Borrowing Request or Interest Election Request in respect of a Term Borrowing to pay a portion of the accrued interest on each Initial Term Loan in such Term Borrowing in an amount not to exceed the PIK Amount as a payment of interest in kind in arrears (the “PIK Election”) on the last day of the calendar quarter following such Interest Payment Date, by increasing the then outstanding principal amount of the Initial Term Loans by an amount equal to the PIK Amount.

(e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the ABR at times when the ABR is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). ABR and Term SOFR shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Section 2.14 Inability to Determine Rates.

(a) Unavailability of Term SOFR. If in connection with any request for a Term SOFR Loan or a conversion of ABR Loans to Term SOFR Loans or a continuation of any of such Loans, as applicable, (i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (A) no Successor Rate has been determined in accordance with Section 2.14(b), and the circumstances under clause (i) of Section 2.14(b) or the Unavailability Date has occurred or (B) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed ABR Loan or (ii) the Administrative Agent or the Required Lenders determine that for any reason that Term SOFR for any requested Interest Period with respect to a proposed Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrowers and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Term SOFR Loans, or to convert ABR Loans to Term SOFR Loans, shall be suspended (to the extent of the affected Term SOFR Loans or Interest Periods) and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the ABR, the utilization of the Term SOFR component in determining the ABR shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in clause (ii) of this Section 2.14(a), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (i) the Company may revoke any pending request for a Borrowing of, or conversion to, or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a Borrowing Request of ABR Loans in the amount specified therein and (ii) any outstanding Term SOFR Loans shall be deemed to have been converted to ABR Loans immediately at the end of their respective applicable Interest Period.

(b) Replacement of Term SOFR or Successor Rate. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Company or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Company) that the Company or Required Lenders (as applicable) have determined, that:

(i) adequate and reasonable means do not exist for ascertaining one month, three month and six month interest periods of Term SOFR, including, without limitation, because

the Term SOFR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or

(ii) CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after which one month, three month and six month interest periods of Term SOFR or the Term SOFR Screen Rate shall or will no longer be representative or made available, or permitted to be used for determining the interest rate of U.S. dollar denominated syndicated loans, or shall or will otherwise cease, provided that, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent, that will continue to provide such representative interest periods of Term SOFR after such specific date (the latest date on which one month, three month and six month interest periods of Term SOFR or the Term SOFR Screen Rate are no longer representative or available permanently or indefinitely, the “Unavailability Date”);

then, on a date and time determined by the Administrative Agent (any such date, the “Term SOFR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with respect to clause (ii) above, no later than the Unavailability Date, Term SOFR will be replaced hereunder and under any Loan Document with Daily Simple SOFR for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document (the “Successor Rate”).

If the Successor Rate is Daily Simple SOFR, all interest payments will be payable on a quarterly basis.

Notwithstanding anything to the contrary herein, (i) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date or (ii) if the events or circumstances of the type described in Section 2.14(b)(i) or (ii) have occurred with respect to the Successor Rate then in effect, then in each case, the Administrative Agent and the Company may amend this Agreement solely for the purpose of replacing Term SOFR or any then current Successor Rate in accordance with this Section 2.14 at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated credit facilities syndicated and agented in the United States for such alternative benchmark and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated credit facilities syndicated and agented in the United States for such benchmark. For the avoidance of doubt, any such proposed rate and adjustments, shall constitute a “Successor Rate”. Any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrowers unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders object to such amendment. The Administrative Agent will promptly (in one or more notices) notify the Borrowers and each Lender of the implementation of any Successor Rate. Any Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent. Notwithstanding anything else herein, if at any time any Successor Rate as so determined would otherwise be less than an applicable Floor, the Successor Rate will be deemed to be such applicable Floor for the purposes of this Agreement and the other Loan Documents.

In connection with the implementation of a Successor Rate, the Administrative Agent will have the right, in consultation with the Borrowers, to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes to the Borrowers and the Lenders reasonably promptly after such amendment becomes effective.

Section 2.15 Increased Costs. (a) If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Issuing Bank; or

(ii) subject any Lender or Issuing Bank to any Tax (other than (i) Indemnified Taxes and (ii) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(iii) impose on any Lender any other condition affecting this Agreement or Term SOFR Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Term SOFR Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or Issuing Bank hereunder (whether of principal, interest or otherwise), then the Borrowers will pay to such Lender or Issuing Bank, as applicable, such additional amount or amounts as will compensate such Lender or Issuing Bank, as applicable, for such additional costs incurred or reduction suffered.

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

(c) A certificate of a Lender or an Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or Issuing Bank or its holding company, as applicable, as specified in clause (a) or (b) of this Section 2.15 shall be delivered to the Borrowers and shall be conclusive absent manifest error; provided that any such certificate claiming amounts described in clause (x) or (y) of the definition of “Change in Law” shall, in addition, state the basis upon which such amount has been calculated and certify that such Lender’s or Issuing Bank’s demand for payment of such costs hereunder, and such method of allocation is not inconsistent with its treatment of other borrowers which, as a credit matter, are similarly situated to the Borrowers and which are subject to similar provisions. The Borrowers shall pay such Lender or Issuing Bank, as applicable, the amount shown as due on any such certificate within 10 days

after receipt thereof (or such later date as may be agreed by such Lender or such Issuing Bank, as applicable, in its reasonable discretion).

(d) Promptly after any Lender or any Issuing Bank has determined that it will make a request for increased compensation pursuant to this Section 2.15, such Lender or Issuing Bank shall notify the Borrowers thereof. Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this Section 2.15 shall not constitute a waiver of such Lender’s or Issuing Bank’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section 2.15 for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or Issuing Bank, as applicable, notifies the Borrowers of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’s intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof.

Section 2.16 Break Funding Payments. With respect to Term SOFR Loans, in the event of (a) the payment of any principal of any Term SOFR Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Term SOFR Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow (other than due to the default of the relevant Lender or with respect to Borrowings that are expressly stated to be contingent on certain transactions), convert, continue or prepay any Term SOFR Loan on the date specified in any notice delivered pursuant hereto or (d) the assignment of any Term SOFR Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrowers pursuant to Section 2.19, then, in any such event, upon the request of the affected Lender, the Borrowers shall compensate each Lender for the loss, cost and expense (other than lost profits) attributable to such event; provided that no such payment shall be required in connection with any payment made in connection with any initial Borrowing pursuant to any Incremental Assumption Agreement. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.16 shall be delivered to the Borrowers and shall be conclusive absent manifest error. The Borrowers shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof (or such later date as may be agreed by such Lender in its reasonable discretion).

Section 2.17 Taxes. (a) Withholding. Any and all payments made by or on behalf of a Loan Party under this Agreement or any other Loan Document shall be made without deduction or withholding for or on account of, any Taxes, except as required by any applicable Requirement of Law; provided that if a Withholding Agent shall be required by any applicable Requirement of Law (as determined in the good faith discretion of the applicable Withholding Agent) to deduct or withhold any Taxes from such payments, then (i) the applicable Withholding Agent shall make such deductions or withholdings as are reasonably determined by the applicable Withholding Agent to be required by any applicable Requirement of Law, (ii) the applicable Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority within the time allowed and in accordance with applicable Requirement of Law, and (iii) to the extent withholding or deduction is required to be made on account of Indemnified Taxes, the sum payable by the Loan Party shall be increased as necessary so that after such deductions and withholdings have been made (including deductions or withholdings applicable to additional sums payable under this Section 2.17) the applicable Recipient receives an amount equal to the sum it would have received had no such deductions or withholdings been made. Whenever any Indemnified Taxes are paid by a Loan Party, as soon as practicable, such Loan Party shall send to the Administrative Agent for its own account or for the account of a Lender, as the case may be, an original or certified copy of an official receipt (or other evidence acceptable to the Administrative Agent or such Lender, acting reasonably) received by the Loan Party showing payment thereof. Without duplication, after any payment of Taxes by the Administrative Agent to a Governmental Authority as provided in this Section 2.17, the Administrative

Agent shall deliver to the Borrowers a copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by applicable Requirements of Law to report such payment or other evidence of such payment reasonably satisfactory to the Borrowers or the Administrative Agent, as the case may be.

(b) Other Taxes. The Borrowers shall timely pay to the relevant Governmental Authority in accordance with applicable Requirements of Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(c) Indemnification by the Borrowers. The Borrowers shall indemnify and hold harmless each Recipient within 30 days after demand therefor, for the full amount of any Indemnified Taxes imposed on such Recipient (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.17), and any reasonable out-of-pocket expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrowers by a Lender or by the Administrative Agent (as applicable) on its own behalf or on behalf of a Lender shall be conclusive absent manifest error.

(d) Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrowers have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrowers to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.04 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (d).

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

(f) Certificates. Each Lender shall deliver to the Borrowers and the Administrative Agent, at such time or times reasonably requested by the Borrowers or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law and such other reasonably requested information as will permit the Borrowers or the Administrative Agent, as the case may be, to determine (A) whether or not any payments made hereunder or under any other Loan Document are subject to withholding of Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, any such withholding of Taxes in respect of any payments to be made to such Lender by any Loan Party pursuant to any Loan Document or otherwise to establish such Lender’s status for withholding Tax purposes in the applicable jurisdiction. In addition, any Lender, if requested by the Borrowers or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrowers or the Administrative Agent as will enable the Borrowers or the Administrative Agent to determine whether or

not such Lender is subject to backup withholding or information reporting requirements and to satisfy any such requirements. Notwithstanding anything to the contrary, the completion, execution and submission of such documentation (other than such documentation set forth in Sections 2.17 (g)(i)(A) through (g)(i)(C), Section 2.17(g)(ii), Section 2.17(i) and Section 2.17(k) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(g) Foreign Lender Certificates. Without limiting the generality of Section 2.17(f), each Foreign Lender with respect to any Loan made to the Borrowers shall, to the extent it is legally eligible to do so:

(i) deliver to the Borrowers and the Administrative Agent, on or prior to the date on which such Foreign Lender become a Lender under this Agreement, two copies of (A) in the case of a Foreign Lender claiming exemption from U.S. federal withholding Tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest,” IRS Form W-8BEN or W-8BEN-E, as applicable, (or any applicable successor form) together with a certificate (substantially in the form of Exhibit F-1, F-2, F-3 or F-4 hereto, each such certificate, a “Non-Bank Tax Certificate”) certifying that such Foreign Lender is not a bank for purposes of Section 881(c) of the Code, is not a “10-percent shareholder” (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrowers and is not a controlled foreign corporation related to the Borrowers (within the meaning of Section 881(c)(3)(C) of the Code), in each case properly completed and duly executed by such Foreign Lender, (B) IRS Form W-8BEN or W-8BEN-E, as applicable, or Form W-8ECI (or any applicable successor form), in each case properly completed and duly executed by such Foreign Lender claiming complete exemption from, or reduced rate of, U.S. federal withholding Tax on payments by the Borrowers under this Agreement, (C) IRS Form W-8IMY (or any applicable successor form) and all necessary attachments (including the forms described in clauses (A) and (B) above, in each case properly completed and duly executed by such Foreign Lender; provided that if the Foreign Lender is a partnership, and one or more of the partners is claiming portfolio interest treatment, the Non-Bank Tax Certificate may be provided by such Foreign Lender on behalf of such partners) or (D) any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrowers or the Administrative Agent to determine the withholding or deduction required to be made; and

(ii) deliver to the Borrowers and the Administrative Agent two further copies of any such form or certification (or any applicable successor form) on or before the date that any such form or certification expires or becomes obsolete or invalid, after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrowers and the Administrative Agent, and from time to time thereafter if reasonably requested by the Borrowers or the Administrative Agent.

Any Foreign Lender that becomes legally ineligible to update any form or certification previously delivered shall promptly notify the Borrowers and the Administrative Agent in writing of such Foreign Lender’s inability to do so.

Each Lender hereby authorizes the Administrative Agent to deliver to the Loan Parties and to any successor Administrative Agent any documentation provided by such Lender to the Administrative Agent pursuant to this Section 2.17(g).

Each person that shall become a Participant pursuant to Section 9.04 or a Lender pursuant to Section 9.04 shall, upon the effectiveness of the related transfer, be required to provide all the forms and statements required pursuant to this Section 2.17(g); provided that a Participant shall furnish all such required forms and statements to the Lender from which the related participation shall have been purchased.

(h) Agent Certificates. In addition, each Agent shall deliver to the Borrowers (x)(I) prior to the date on which the first payment by the Borrowers is due hereunder or (II) prior to the first date on or after the date on which such Agent becomes a successor Administrative Agent pursuant to Section 8.09 on which payment by the Borrowers is due hereunder, as applicable, two copies of a properly completed and executed IRS Form W-9 certifying its exemption from U.S. federal backup withholding or such other properly completed and executed documentation prescribed by applicable law certifying its entitlement to an available exemption from applicable U.S. federal withholding Taxes in respect of any payments to be made to such Agent by any Loan Party pursuant to any Loan Document and (y) on or before the date on which any such previously delivered documentation expires or becomes obsolete or invalid, after the occurrence of any event requiring a change in the most recent documentation previously delivered by it to the Borrowers, and from time to time if reasonably requested by the Borrowers, two further copies of such documentation.

(i) U.S. Lender Certificates. Each Lender that is not a Foreign Lender shall deliver to the Borrowers (x) on or prior to the date the Lender becomes a Lender under this Agreement, two copies of a properly completed and executed IRS Form W-9 certifying its exemption from U.S. federal backup withholding or such other properly completed and executed documentation prescribed by applicable law certifying its entitlement to an available exemption from applicable U.S. federal withholding Taxes in respect of any payments to be made to such Lender by any Loan Party pursuant to any Loan Document and (y) on or before the date on which any such previously delivered documentation expires or becomes obsolete or invalid, after the occurrence of any event requiring a change in the most recent documentation previously delivered by it to the Borrowers, and from time to time if reasonably requested by the Borrowers, two further copies of such documentation.

(j) Tax Refunds. If any Lender or the Administrative Agent, as applicable, determines, in its sole discretion exercised in good faith, that it has received a refund of a Tax for which a payment has been made by a Loan Party pursuant to this Agreement or any other Loan Document, then the Lender or the Administrative Agent, as the case may be, shall reimburse the Loan Party for such amount (net of all out-of-pocket expenses of such Lender or the Administrative Agent, as the case may be, and without interest other than any interest received thereon from the relevant Governmental Authority with respect to such refund) as the Lender or Administrative Agent, as the case may be, determines in its sole discretion exercised in good faith to be the proportion of the refund as will leave it, after such reimbursement, in no better or worse position (taking into account expenses or any Taxes imposed on the refund) than it would have been in if the Tax giving rise to such refund had not been imposed in the first instance and the indemnification payments or additional amounts with respect to such Tax had never been paid; provided that the Loan Party, upon the request of the Lender or the Administrative Agent agrees to repay the amount paid over to the Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority, other than such penalties to the Lender or the Administrative Agent) in the event the Lender or the Administrative Agent is required to repay such refund to such Governmental Authority. No Lender nor the Administrative Agent shall be obliged to make available its Tax returns (or any other information relating to its Taxes that it reasonably deems confidential) to any Loan Party in connection with this clause (j) or any other provision of this Section 2.17.

(k) FATCA. If a payment made to any Lender or any Agent under this Agreement or any other Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such

Lender or such Agent were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender or such Agent shall deliver to the Borrowers and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrowers or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrowers or the Administrative Agent as may be necessary for the Borrowers and the Administrative Agent to comply with their obligations under FATCA, to determine whether such Lender has or has not complied with such Lender’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this Section 2.17(k), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(l) The agreements in this Section 2.17 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable under any Loan Document.

For purposes of this Section 2.17, the term “Lender” includes any Issuing Bank and the Swingline Lender and the terms “applicable law” and “applicable Requirement of Law” include FATCA.

Section 2.18 Payments Generally; Pro Rata Treatment; Sharing of Set‑offs. (a) Unless otherwise specified, the Borrowers shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of L/C Disbursements, or of amounts payable under Sections 2.15, 2.16 or 2.17, or otherwise) prior to 3:00 p.m., New York City time, on the date when due, in immediately available funds. Each such payment shall be made without condition or deduction for any defense, recoupment, set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at the Administrative Agent’s Office, except payments to be made directly to the applicable Issuing Bank or the Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16 or 2.17 and 9.05 shall be made directly to the persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. Except as otherwise expressly provided herein, if any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments made under the Loan Documents shall be made in Dollars. Any payment required to be made by the Administrative Agent hereunder shall be deemed to have been made by the time required if the Administrative Agent shall, at or before such time, have taken the necessary steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent to make such payment.

(b) Subject to Section 7.02, if at any time insufficient funds are received by and available to the Administrative Agent from the Borrowers to pay fully all amounts of principal, unreimbursed L/C Disbursements, interest and fees then due from the Borrowers hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due from the Borrowers hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, (ii) second, towards payment of principal of Swingline Loans and unreimbursed L/C Disbursements then due from the Borrowers hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed L/C Disbursements then due to such parties and (iii) third, towards payment of principal then due from the Borrowers hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties.

(c) If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of, or interest on, any of its Term Loans, Revolving Facility Loans or participations in L/C Disbursements or Swingline Loans of a given Class resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Term Loans, Revolving Facility Loans and participations in L/C Disbursements and Swingline Loans of such Class and accrued interest thereon than the proportion received by any other Lender entitled to receive the same proportion of such payment, then the Lender receiving such greater proportion shall purchase participations in the Term Loans, Revolving Facility Loans and participations in L/C Disbursements and Swingline Loans of such Class of such other Lenders to the extent necessary so that the benefit of all such payments shall be shared by all such Lenders entitled thereto ratably in accordance with the principal amount of each such Lender’s respective Term Loans, Revolving Facility Loans and participations in L/C Disbursements and Swingline Loans of such Class and accrued interest thereon; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this clause (c) shall not be construed to apply to any payment made by the Borrowers pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in L/C Disbursements and Swingline Loans to any assignee or participant. The Borrowers consent to the foregoing and agree, to the extent they may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrowers rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrowers in the amount of such participation.

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

(e) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.04(b), 2.05(d) or (e), 2.06 or 2.18(d), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

Section 2.19 Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.15, or if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17 or any event that gives rise to the operation of Section 2.20, then such Lender shall, upon request of the Borrowers, use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17 or mitigate the applicability of Section 2.20, as applicable, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise

be disadvantageous to such Lender. The Borrowers hereby agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b) If (i) any Lender requests compensation under Section 2.15 or gives notice under Section 2.20, (ii) the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section, or (iii) any Lender is a Defaulting Lender, then the Borrowers may, at their sole expense and effort, upon notice to such Lender and the Administrative Agent, (x) terminate the applicable Commitments of such Lender, and repay all Loan Obligations of the Borrowers owing to such Lender relating to the applicable Loans and participations held by such Lender as of such termination date under one or more Facilities as the Borrowers may elect or (y) require any such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments owing as of such date pursuant to Sections 2.15 and 2.17) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that in the case of an assignment pursuant to the preceding clause (y), (i) [reserved], (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in L/C Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15, payments required to be made pursuant to Section 2.17 or a notice given under Section 2.20, such assignment will result in a reduction in such compensation or payments thereafter and (iv) in the case of any such assignment resulting from a notice given under Section 2.20, such assignment will result in the Borrowers having access to Term SOFR Loans. Nothing in this Section 2.19 shall be deemed to prejudice any rights that the Borrowers may have against any Lender that is a Defaulting Lender. No action by or consent of the removed Lender shall be necessary in connection with such assignment, which shall be immediately and automatically effective upon payment of such purchase price. In connection with any such assignment, the Borrowers, Administrative Agent, such removed Lender and the replacement Lender shall otherwise comply with Section 9.04, provided that if such removed Lender does not comply with Section 9.04 within one Business Day after the Borrowers’ request, compliance with Section 9.04 shall not be required to effect such assignment.

(c) If any Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 9.08 requires the consent of all of the Lenders affected and with respect to which the Required Lenders shall have granted their consent, then the Borrowers shall have the right (unless such Non-Consenting Lender grants such consent) at their sole expense (including with respect to the processing and recordation fee referred to in Section 9.04(b)(ii)(B)) to (x) terminate the applicable Commitments of such Lender, and repay all Loan Obligations of the Borrowers owing to such Lender relating to the applicable Loans and participations held by such Lender as of such termination date under one or more Facilities as the Borrowers may elect or (y) replace such Non-Consenting Lender by requiring such Non-Consenting Lender to (and any such Non-Consenting Lender agrees that it shall, upon the Borrower’s request) assign its Loans and its Commitments (or, at the Borrowers’ option, the Loans and Commitments under the Facility that is the subject of the proposed amendment, waiver, discharge or termination) hereunder to one or more assignees reasonably acceptable to (i) the Administrative Agent (unless such assignee is a Lender, an Affiliate of a Lender or an Approved Fund) and (ii) if in respect of any Revolving Facility Commitment or Revolving Facility Loan, the Swingline Lender and the Issuing Banks; provided that in the case of an assignment pursuant to the preceding clause (y): (a) all Loan Obligations of the Borrowers owing to such Non-Consenting Lender being replaced shall be paid in full to such Non-Consenting Lender concurrently with such assignment, (b) the replacement Lender shall purchase the foregoing by paying to such Non-Consenting Lender a price

equal to the principal amount thereof plus accrued and unpaid interest thereon and (c) the replacement Lender shall grant its consent with respect to the applicable proposed amendment, waiver, discharge or termination. No action by or consent of the Non-Consenting Lender shall be necessary in connection with such assignment, which shall be immediately and automatically effective upon payment of such purchase price. In connection with any such assignment, the Borrowers, Administrative Agent, such Non-Consenting Lender and the replacement Lender shall otherwise comply with Section 9.04; provided that if such Non-Consenting Lender does not comply with Section 9.04 within one Business Day after the Borrowers’ request, compliance with Section 9.04 shall not be required to effect such assignment. To the extent that any Lender is replaced pursuant to this Section 2.19(c) in connection with a Repricing Transaction requiring payment of a fee pursuant to Section 2.12(b), the Borrowers shall pay to each Lender being replaced as a result of such Repricing Transaction the fee set forth in Section 2.12(b).

Section 2.20 Illegality. If any Lender reasonably determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted after the Closing Date that it is unlawful, for any Lender or its applicable Lending Office to make or maintain any Loans by reference to SOFR or Term SOFR, or to determine or charge interest rates based upon SOFR or Term SOFR, then, on notice thereof by such Lender to the Borrowers through the Administrative Agent, any obligations of such Lender to make or continue Term SOFR Loans or to convert ABR Borrowings to Term SOFR Borrowings shall be suspended until such Lender notifies the Administrative Agent and the Borrowers that the circumstances giving rise to such determination no longer exist; provided that if such notice asserts the illegality of such Lender determining or charging interest rates based upon SOFR, the Administrative Agent shall during the period of such suspension compute ABR applicable to such Lender without reference to the SOFR component thereof. Upon receipt of such notice, the Borrowers shall upon demand from such Lender (with a copy to the Administrative Agent), convert all Term SOFR Borrowings of such Lender to ABR Borrowings, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Term SOFR Borrowings to such day, or immediately, if such Lender may not lawfully continue to maintain such Loans. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so converted.

Section 2.21 Incremental Commitments. (a) Any Borrower or any Subsidiary Loan Party (or Subsidiary that will substantially concurrently become a Subsidiary Loan Party) may obtain Incremental Term Loan Commitments and/or Incremental Revolving Facility Commitments, as applicable, in an amount not to exceed the Incremental Amount available at the time such Incremental Commitments are established (or at the time any commitment relating thereto is entered into or, at the option of the Borrowers, at the time of incurrence of the Incremental Loans thereunder) from one or more Incremental Term Lenders and/or Incremental Revolving Facility Lenders (which may include any existing Lender) willing to provide such Incremental Term Loans and/or Incremental Revolving Facility Commitments, as the case may be, in their own discretion; provided that no Incremental Revolving Facility Commitment may be established prior to the date that is six months after the Closing Date and provided further that (i) each Lender existing as of the Closing Date shall have been first offered (prior to any offer being made to any other financial institution or other Persons to provide such Incremental Facility) by way of notice (which shall include a description of material terms of such proposed Incremental Facility) by the Borrowers to the Administrative Agent at least 15 Business Days prior to the date of consummation of such Incremental Facility, the opportunity to provide any such Incremental Facility; provided that (A) to the extent any such Lender has not delivered to the Borrowers a written commitment (or similar legally binding agreement), in form and substance reasonably acceptable to the Borrowers, to provide its pro rata share of such Incremental Facility on terms no less favorable to the Borrowers than those offered by the Borrowers within 10 Business Days of receipt of such notice, such Lender shall be deemed to have declined to provide any portion of such Incremental Facility, (B) if the Borrowers receive written commitments to provide such Incremental Facility from such existing Lenders on the terms offered by the Borrowers within such 10 Business Day period, and such commitments exceed the proposed amount of such Incremental Facility, such Incremental Facility shall be

allocated on a pro rata basis among the committing Lenders having regard to the existing Term Loans and Revolving Facility Commitments held by such committing Lenders and (C) to the extent sufficient Lenders do not agree to provide the proposed amount of such Incremental Facility, the Borrowers shall be permitted to obtain such Incremental Facility (whether on the terms offered by the Borrowers to the Lenders or different terms) from any other financial institution, and (ii) each Incremental Revolving Facility Lender providing an Incremental Revolving Facility Commitment shall be subject, to the extent the same would be required for an assignment under Section 9.04, to the approval of the Administrative Agent and in the case of an increase of the principal amount of the Initial Revolving Facility Commitments, the Issuing Banks and the Swingline Lender (which approvals shall not be unreasonably withheld, delayed or conditioned). The amount of the Incremental Term Loan Commitments and/or Incremental Revolving Facility Commitments shall be in minimum increments of $2,500,000 and a minimum amount of $5,000,000, or equal to the remaining Incremental Amount or, in each case, such lesser amount approved by the Administrative Agent. Such Incremental Commitments may, at the election of the Borrowers, be (w) commitments to increase the principal amount of any existing Class of Term Loans or Term Facility Commitments by making term loans with terms identical to such outstanding Class of Term Loans or Term Facility Commitments or to increase the principal amount of any existing Class of Revolving Facility Commitments by providing revolving credit commitments with terms identical to such outstanding Class of Revolving Facility Commitments (x) commitments to make a new tranche of Term Loans with pricing, maturity, amortization, participation in mandatory prepayments and/or other terms different from any outstanding Class of Term Loans or (y) delayed draw commitments.

(b) The Borrowers and each Incremental Term Lender and/or Incremental Revolving Facility Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender and/or Incremental Revolving Facility Commitment of such Incremental Revolving Facility Lender. Each Incremental Assumption Agreement shall specify the terms of the applicable Incremental Term Loans and/or Incremental Revolving Facility Commitments; provided that:

(i) any commitments to increase the principal amount of an existing Class of Term Loans and/or make additional Revolving Facility Loans of any existing Class shall have the same terms as such Term Loans or the Revolving Facility Loans, respectively, and shall be documented as an increase to such Class of existing Term Loans and/or Revolving Facility Commitments, as applicable, hereunder (it being understood that, if required to consummate an Incremental Revolving Facility, the Borrowers may increase the pricing, interest rate margins, rate floors and undrawn fees on the applicable Revolving Facility being increased for all lenders under such Revolving Facility without the need for consent from any existing Lender, but additional upfront or other fees may be payable to the lenders participating in such Incremental Revolving Facility without any requirement to pay such amounts to any existing Revolving Facility Lenders),

(ii) subject to the Non-Loan Party Debt Limitation, any Incremental Loans shall rank pari passu in right of payment and security with the Initial Term Loans and the Initial Revolving Facility Loans,

(iii) the final maturity date of any such Incremental Term Loans shall be no earlier than the Initial Term Facility Maturity Date,

(iv) the Weighted Average Life to Maturity of any such Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans,

(v) any Incremental Term Loans may provide for the ability to participate (i) on a pro rata basis or non-pro rata basis in any voluntary prepayments of any then-existing Class of Term Loans and (ii) on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis with respect to the Initial Term Loans, other than in the case of a refinancing thereof) in any mandatory prepayments of any then-existing Class of Term Loans,

(vi) other than as set forth in clauses (ii), (iii), (iv), (v), (vii) or (viii) of this clause (b), all other terms of any Incremental Term Loan, if not consistent with the terms of any then-existing Class of Term Loans, will be as agreed between the Borrowers and the lenders providing such Incremental Term Loans; provided that, to the extent such terms are not consistent with the terms of any then-existing Class of Term Loans, they shall (x) not be materially more favorable to the lenders providing such Incremental Term Loans (as determined by the Borrowers in good faith) than, the terms, taken as a whole, applicable to the Initial Term Loans or (y) be reasonably satisfactory to the Administrative Agent (it being understood that if any financial maintenance covenant or other more favorable provision is added for the benefit of any Incremental Term Facility, no such consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant or other provision is (1) also added for the benefit of any then-existing Class of Term Loans or (2) only applicable after the Latest Maturity Date),

(vii) the currency, pricing, interest rate margins, discounts, premiums, rate floors and fees applicable to any Incremental Term Loans shall be determined by the Borrowers and the lenders thereunder; provided that with respect to any Incremental Term Loan, the Effective Yield shall not exceed the Effective Yield in respect of the Initial Term Loans on the Closing Date by more than 0.50% per annum (the “Term Yield Differential”), or if it does so exceed such Effective Yield by more than the Term Yield Differential, then the Effective Yield applicable to such Initial Term Loans shall be increased by an amount equal to the positive difference (if any) between the Effective Yield with respect to such Incremental Term Loan and the corresponding Effective Yield applicable to the Initial Term Loans minus the Term Yield Differential (this proviso, the “MFN Provision”); provided, further, that to the extent the Effective Yield with respect to such Incremental Term Loan is greater than the Effective Yield in respect of the Initial Term Loans on the Closing Date solely as a result of a higher “rate floor”, then the increase to the Effective Yield applicable to such Initial Term Loans shall be effectuated solely by increasing the “rate floor” with respect to the Initial Term Loans;

(viii) subject to the Non-Loan Party Debt Limitation, there shall be no obligor in respect of any Incremental Term Loan Commitments or Incremental Revolving Facility Commitments that is not a Loan Party; and

(ix) the AAL Joinder Condition shall be satisfied with respect to such Incremental Facility.

(c) Notwithstanding the foregoing, no Incremental Term Loan Commitment or Incremental Revolving Facility Commitment shall become effective under this Section 2.21 unless the Administrative Agent shall have received customary legal opinions, board resolutions and other customary closing certificates and documentation, in each case as reasonably required by the lenders providing such Incremental Commitments in the relevant Incremental Assumption Agreement consistent with those delivered pursuant Section 4.01 and such additional customary documents and filings (to the extent required to be delivered on the Closing Date pursuant to Section 4.01 and Section 5.10) as the Administrative Agent may reasonably request, subject to Section 5.10(d), to assure that, to the extent applicable, the Incremental Term Loans and/or Revolving Facility Loans in respect of Incremental Revolving Facility Commitments

are secured by the Collateral ratably with one or more Classes of then-existing Term Loans and Revolving Facility Loans; provided that, solely to the extent required by the applicable lenders providing such Incremental Facility in the applicable Incremental Assumption Agreement, and subject to Section 1.04(a), on the date of effectiveness of the Incremental Assumption Agreement, no Event of Default shall have occurred and be continuing.

(d) Notwithstanding anything to the contrary herein, (i) the initial Interest Period with respect to any Term SOFR Borrowing of Incremental Loans may, at the Borrowers’ option, be of a duration that commences on the date of borrowing thereof and ends on the last day of the Interest Period applicable to any other outstanding Term SOFR Borrowing, in which case Term SOFR with respect to such initial Interest Period shall be the same as Term SOFR applicable to such other outstanding Term SOFR Borrowing, as the Company may direct and (ii) for the purpose of determining the number of outstanding Term SOFR Borrowings upon the incurrence of any Incremental Loans, any Term SOFR Borrowings in respect of which the Company has made the election described in the preceding clause (i) shall be considered a single Term SOFR Borrowing.

Section 2.22 [Reserved].

Section 2.23 [Reserved].

Section 2.24 Certain Adjustments.

(a) Notwithstanding anything to the contrary herein, in connection with the establishment of any Incremental Revolving Facility Commitments (any such Commitments, “New Commitments”) that constitute an increase in the amount of any existing Class (the “Increased Class”), each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be necessary to ensure that on the date of such establishment and/or the date of any applicable Credit Events (each, an “Applicable Date”), each Lender in respect of the Increased Class, including the Lenders in respect of the New Commitments, participates ratably in (i) the outstanding Loans of the Increased Class, (ii) Letters of Credit issued in respect of the Increased Class and (iii) Swingline Loans made in respect of the Increased Class, in each case in accordance with its Pro Rata Share. In addition, at the election of the Administrative Agent, each applicable Lender may be deemed to have effectuated such purchases and assignments of Loans or participations as shall be required to give effect to the foregoing. The “Pro Rata Share” of any Lender on any Applicable Date is the ratio of (x) the Commitments of the Increased Class (including any New Commitments) held by such Lender and (y) the aggregate Commitments of the Increased Class (including any New Commitments).

(b) Notwithstanding anything to the contrary herein, in connection with the establishment of any Incremental Revolving Facility Commitments that constitute a new Class hereunder, each of the parties hereto hereby agrees that this Agreement may be amended pursuant to the applicable Incremental Assumption Agreement to provide that (i) the borrowing and repayment (except for (1) payments of interest and fees at different rates, (2) repayments required upon the applicable maturity date and (3) repayments made in connection with any permanent repayment or termination of Commitments) of the applicable Incremental Revolving Loans shall be made on a pro rata basis with any then-existing Revolving Facility Loans and (ii) all Swingline Loans and/or Letters of Credit (or additional swingline loans and/or letters of credit made or issued, as applicable) shall be participated on a pro rata basis by all Revolving Facility Lenders.

Section 2.25 Defaulting Lender. (a) Defaulting Lender Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:

(i) Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definitions of “Required Lenders” and “Required Revolving Facility Lenders”.

(ii) Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, following an Event of Default or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.06 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder, second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank or the Swingline Lender hereunder, third, to Cash Collateralize the Issuing Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.05(j), fourth, as the Borrowers may request (so long as no Default or Event of Default has occurred and is continuing or would result therefrom), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent, fifth, if so determined by the Administrative Agent and the Borrowers, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.05(j), sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Issuing Bank or Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement, seventh, so long as no Default or Event of Default has occurred and is continuing or would result therefrom, to the payment of any amounts owing to the Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement, and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.25 shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(iii) Certain Fees. (A) No Defaulting Lender shall be entitled to receive any Revolver Commitment Fee for any period during which that Lender is a Defaulting Lender.

(B) Each Defaulting Lender shall be entitled to receive L/C Participation Fees for any period during which that Lender is a Defaulting Lender only to the extent allocable to its pro rata share of the amount available under Letters of Credit for which it has provided Cash Collateral.

(C) With respect to any Revolver Commitment Fee or L/C Participation Fee not required to be paid to any Defaulting Lender pursuant to clause (A) or (B) above, the Borrowers shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in Letters of Credit or Swingline Loans that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (y) pay to each Issuing

Bank and the Swingline Lender, as applicable, the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such Issuing Bank’s or Swingline Lender’s Fronting Exposure to such Defaulting Lender and (z) not be required to pay the remaining amount of any such fee.

(iv) Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letters of Credit and Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective pro rata Commitments (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that such reallocation does not cause the aggregate Revolving Facility Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Facility Commitment. Subject to Section 9.24, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

(v) Cash Collateral, Repayment of Swingline Loans. If the reallocation described in clause (iv) above cannot, or can only partially, be effected, the Borrowers shall, without prejudice to any right or remedy available to it hereunder or under law, within three Business Days following the written request of (i) the Administrative Agent or (ii) the Swingline Lender or any Issuing Bank, as applicable (with a copy to the Administrative Agent), (x) first, prepay Swingline Loans in an amount equal to the Swingline Lender’s Fronting Exposure and (y) second, Cash Collateralize the Issuing Banks’ Fronting Exposure in accordance with the procedures set forth in Section 2.05(j).

(b) Defaulting Lender Cure. If the Borrowers, the Administrative Agent and the Swingline Lender and each Issuing Bank agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Revolving Facility Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held pro rata by the Lenders in accordance with their Revolving Facility Commitments (without giving effect to Section 2.25(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender; provided that, no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Lender was a Defaulting Lender; provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

(c) New Swingline Loans/Letters of Credit. So long as any Lender is a Defaulting Lender, (1) the Swingline Lender shall not be required to fund any Swingline Loans unless it is satisfied that it will have no Fronting Exposure after giving effect to such Swingline Loan and (2) the Issuing Banks shall not be required to issue, extend or increase any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto.

(d) Termination of Defaulting Lender. The Borrowers may terminate the unused amount of any Revolving Facility Commitment of any Revolving Facility Lender that is a Defaulting Lender upon not less than five Business Days’ prior notice to the Administrative Agent (and the Administrative Agent shall promptly notify the Lenders thereof), and in such event the provisions of Section 2.25(a)(ii) hereof will apply to all amounts thereafter paid by the Borrowers for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other

amounts); provided that such termination shall not be deemed to be a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

Article III

Representations and Warranties

On the date of each Credit Event, the Borrowers and Holdings represent and warrant to the Administrative Agent and each of the Lenders, solely to the extent that the accuracy of such representations and warranties are expressed in Article IV hereof to be a condition precedent to such Credit Event (it being agreed, for the avoidance of doubt, that the only representations and warranties made on the Closing Date are the Specified Representations), that:

Section 3.01 Organization; Powers. Each Borrower and each Guarantor (a) is a partnership, limited liability company, corporation, company or other entity (i) duly organized or incorporated and validly existing and (ii) in good standing under the laws of the jurisdiction of its organization or incorporation, (b) has all requisite entity level power and authority to own its material property and assets and to carry on its business in all material respects as now conducted, (c) is qualified to do business in each jurisdiction where such qualification is required and (d) has the entity level power and authority to execute, deliver and perform its obligations under each of the Loan Documents to which it is or will be a party and, in the case of each Borrower, to borrow and otherwise obtain credit hereunder, in each case of this Section 3.01 (other than clauses (a), (b) and (d), in each case with respect to the Borrowers), except as would not reasonably be expected to result in a Material Adverse Effect.

Section 3.02 Authorization. The execution, delivery and performance by Holdings, each Borrower and each Subsidiary Loan Party of each of the Loan Documents to which it is a party, the borrowings hereunder and the granting of guarantees and security interests in respect thereof (a) have been duly authorized by all corporate, partnership, limited liability company action or similar action required to be obtained by Holdings, such Borrower and such Subsidiary Loan Party and (b) will not (i) violate (A) any provision of law, statute, rule or regulation applicable to Holdings, such Borrower or such Subsidiary Loan Party, (B) the certificate or articles of incorporation or formation or other constitutive documents (including any partnership, limited liability company or operating agreements or by-laws) of Holdings, such Borrower or any such Subsidiary Loan Party, (C) any applicable order of any court or any rule, regulation or order of any Governmental Authority applicable to such Borrower or any such Subsidiary Loan Party or (D) any provision of any indenture, material debt agreement or other material debt instrument to which Holdings, such Borrower or such Subsidiary Loan Party is a party or by which any of them or any of their property is or may be bound, (ii) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under, give rise to a right of or result in any cancellation or acceleration of any right or obligation (including any payment) under such indenture, debt agreement or other debt instrument, where any such conflict, violation or breach or default referred to in clause (i) or (ii) of this Section 3.02(b) would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or (iii) result in the creation or imposition of any Lien upon or with respect to (x) any property or assets now owned or hereafter acquired by Holdings, such Borrower or any such Subsidiary Loan Party, other than the Liens created by the Loan Documents and Permitted Liens or (y) any Equity Interests of the Borrowers now owned or hereafter acquired by Holdings, other than Liens created by the Loan Documents or Liens permitted by Section 6.10.

Section 3.03 Enforceability. This Agreement has been duly executed and delivered by Holdings and each Borrower and constitutes, and each other Loan Document when executed and delivered by Holdings, each Borrower and each Subsidiary Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against such Loan Party, as applicable, in accordance

with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, stay, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), (iii) implied covenants of good faith and fair dealing and (iv) the Legal Reservations.

Section 3.04 Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required for the execution, delivery or performance of each Loan Document to which any Borrower or any Subsidiary Loan Party is a party, except for (a) the filing of Uniform Commercial Code financing statements, (b) filings with the United States Patent and Trademark Office and the United States Copyright Office, (c) [reserved], (d) such as have been made or obtained and are in full force and effect, (e) such actions, consents and approvals the failure of which to be obtained or made would not reasonably be expected to have a Material Adverse Effect and (f) filings or other actions listed on Schedule 3.04 and any other filings, stampings, registrations, notarizations or notifications required by the Security Documents, required to perfect security created by the Security Documents or required to achieve the relevant priority for all Liens created by such Security Documents.

Section 3.05 Financial Statements. After the Closing Date, the financial statements most recently provided pursuant to Section 5.04(a) or Section 5.04(b), as applicable, present fairly, in all material respects, the financial position, results of operations and cash flows of the Persons covered thereby on a consolidated basis as of such dates and for such periods in accordance with GAAP, (x) except as otherwise expressly noted therein and (y) subject, in the case of the quarterly financial statements, to the absence of footnotes and normal year-end audit adjustments.

Section 3.06 No Material Adverse Effect. Since the Closing Date, there has been no event or circumstance that, individually or in the aggregate with other events or circumstances, has had or would reasonably be expected to have a Material Adverse Effect.

Section 3.07 Title to Properties. Each of the Borrowers and the Subsidiary Loan Parties has valid title in fee simple, or valid leasehold interests in, or easements or other limited property interests in, all its respective Real Properties and has valid title to, or valid leasehold interests in, its respective personal property and assets, in each case, free and clear of Liens except for Permitted Liens and except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 3.08 Unrestricted Subsidiaries. As of the Closing Date, there are no Unrestricted Subsidiaries.

Section 3.09 Litigation; Compliance with Laws. Except as set forth on Schedule 3.09:

(a) There are no actions, suits or proceedings at law or in equity or by or on behalf of any Governmental Authority or in arbitration now pending against Holdings, any Borrower or any of the Subsidiary Loan Parties or any of its or their respective business, property or rights (including those that involve any Loan Document) that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(b) None of Holdings, the Borrowers, the Subsidiary Loan Parties and their respective properties or assets is in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) any law, rule or regulation (including any zoning, building, ordinance, code or approval or any building permit), or is in default with respect to any judgment, writ, injunction or decree

of any Governmental Authority, where such violation or default would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 3.10 Federal Reserve Regulations. Neither the making of any Loan (or the extension of any Letter of Credit) hereunder nor the use of the proceeds thereof will violate the provisions of Regulation T, Regulation U or Regulation X of the Board.

Section 3.11 Investment Company Act. None of Holdings, the Borrowers or the Subsidiary Loan Parties is required to be registered as an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

Section 3.12 Use of Proceeds. (a) The Borrowers will use the proceeds of the Initial Term Loans and any Incremental Term Loans (i) solely with respect to the Initial Term Loans, (x) to effect all or a portion of the Closing Date Refinancing and (y) to finance all or a portion of the Transactions (including working capital and/or purchase price adjustments and the payment of Transaction Expenses) and (ii) for working capital and general corporate purposes (including, solely with respect to any Incremental Term Loans, for Permitted Business Acquisitions, permitted Restricted Payments and permitted Restricted Debt Payments) of the Borrowers and their Subsidiaries.

(b) The Borrowers will use the proceeds of the Initial Revolving Facility Loans, Incremental Revolving Loans and extensions of credit under the Initial Revolving Facility and Incremental Revolving Facilities (i) solely with respect to the Initial Revolving Facility, on the Closing Date, (1) to replace, backstop or cash collateralize existing letters of credit, guarantees or performance or similar bonds or issue new Letters of Credit, or (2) in an aggregate amount not to exceed $10,000,000, to finance all or a portion of the Transactions (including purchase price adjustments and the payment of Transaction Expenses), or for general corporate purposes and working capital needs and (ii) after the Closing Date, for working capital, capital expenditures and other general corporate purposes (including to pay Transaction Expenses and for Permitted Business Acquisitions, permitted Restricted Payments and permitted Restricted Debt Payments) of the Borrowers and their Subsidiaries.

Section 3.13 Taxes. Except as set forth on Schedule 3.13:

(a) Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each of Holdings, the Borrowers and the Subsidiary Loan Parties has filed or caused to be filed all federal, state, local and foreign income and other Tax returns required to have been filed by it (taking into account extensions) and each such Tax return is true and correct;

(b) Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each of Holdings, the Borrowers and the Subsidiary Loan Parties has timely paid or caused to be timely paid all Taxes shown to be due and payable by it on the returns referred to in clause (a) and all other Taxes or assessments (or made adequate provision (in accordance with GAAP) for the payment of all Taxes due), except Taxes or assessments that are being contested in good faith by appropriate proceedings in accordance with Section 5.03 and for which any Borrower or any of the Subsidiary Loan Parties (as the case may be) has set aside on its books adequate reserves in accordance with GAAP; and

(c) Other than as would not be, individually or in the aggregate, reasonably expected to have a Material Adverse Effect, as of the Closing Date, with respect to the Borrowers and the Subsidiaries, there are no claims being asserted in writing with respect to any Taxes.

Section 3.14 No Material Misstatements. (a) All written information (other than the Projections, other forward looking information and information of a general economic nature or general industry nature) (such non-excluded items, the “Information”) concerning Holdings, the Borrowers, the Subsidiaries, the Transactions and any other transactions contemplated hereby prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was (in the case of Information pertaining to the Acquired Company and its subsidiaries and assets on and prior to the Closing Date, to the knowledge of the Company) true and correct in all material respects as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, when taken as a whole, as of any such date, contain (in the case of Information pertaining to the Acquired Company and its subsidiaries and assets on and prior to the Closing Date, to the knowledge of the Company) any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (after giving effect to all supplements and updates provided thereto).

(b) The Projections and other forward looking information prepared by or on behalf of the Borrowers or any of their respective representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby have been prepared in good faith based upon assumptions believed by the Borrowers to be reasonable as of the date thereof (it being understood that such Projections are predictions as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of Holdings, the Borrowers and their Subsidiaries, and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized), as of the date such Projections and information were furnished to the Lenders or the Administrative Agent (as applicable).

Section 3.15 Employee Benefit Plans.

(a) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, each Employee Benefit Plan is in compliance with its terms and with the applicable provisions of ERISA, the Code, and other federal and state laws.

(b) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, each Employee Benefit Plan that is intended to qualify under Section 401(a) of the Code is, and at all times has been, so qualified.

(c) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, no ERISA Event has occurred and is continuing or is reasonably expected to occur.

(d) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, as of the most recent valuation date for any Plan, the present value of the accumulated benefit obligations of such Plan did not exceed the fair market value of the assets of such Plan allocable to such benefit obligations.

Section 3.16 Environmental Matters. Except (a) as set forth on Schedule 3.16 or (b) in respect of any other acts, omissions, events or circumstances that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by any Borrower or any of the Subsidiaries, and, to the Company’s knowledge, there are no judicial, administrative or other actions, suits or proceedings pending

or threatened, which allege a violation of or liability under any Environmental Laws, in each case relating to any Borrower or any of the Subsidiaries, (ii) each of the Borrowers and the Subsidiaries has all permits, licenses and any other approvals of any Governmental Authority necessary for its respective business, properties and operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, and (iii) no Hazardous Material is located at, on or under any property currently or, to the Company’s knowledge, formerly owned, operated or leased by any Borrower or any of the Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of any Borrower or any of the Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of, controlled, or transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of any Borrower or any of the Subsidiaries under any Environmental Laws or Environmental Permits.

Section 3.17 Security Documents. (a) Subject to the Limited Conditionality Provision, the Security Agreement will be effective to create (to the extent described therein and subject to the Limited Conditionality Provision, the Legal Reservations and exceptions set forth in the Collateral and Guarantee Requirement and any perfection requirements or limitations set out in the Security Agreement or any other Loan Document) in favor of the Collateral Agent (for the benefit of the Secured Parties), in each case, a legal, valid and enforceable security interest to the extent that the Security Agreement purports to create such a security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, in the case of the Pledged Collateral described in the Security Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the terms set forth in the Security Agreement are delivered to the Collateral Agent, and in the case of the other Collateral described in the Security Agreement (other than the Intellectual Property) in which a security interest may be created pursuant to Article 9 of the Uniform Commercial Code, when Uniform Commercial Code financing statements and other filings are filed or registered, as applicable, in the applicable offices, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties party to the Security Agreement in such Collateral (to the extent intended to be created thereby and required to be perfected under the Loan Documents and, in each case, subject to the Legal Reservations, any exceptions set forth in the Collateral and Guarantee Requirement and any perfection requirements set out in the Security Agreement) and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Secured Obligations to the extent perfection can be obtained by delivery of such certificates or promissory notes to the Collateral Agent or by filing Uniform Commercial Code financing statements in such offices, in each case prior and superior in right to the Lien of any other person (except Permitted Liens).

(b) Subject to the Limited Conditionality Provision on the Closing Date, (i) when the Security Agreement or an ancillary document thereunder is properly filed and recorded in the United States Patent and Trademark Office and/or the United States Copyright Office, as applicable, and, (ii) with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause (a) above, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected (subject to exceptions arising from defects in the chain of title, which defects in the aggregate do not constitute a Material Adverse Effect hereunder) Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the material United States Intellectual Property included in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such document filed with the United States Copyright Office) listed in such document, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens (it being understood that subsequent filings of Uniform Commercial Code financing statements or recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks

and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Date).

(c) [Reserved].

(d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (A) neither the Borrowers nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests or assets of any Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, in each case under laws other than the laws of the United States, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or (C) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest with respect to any non-Collateral assets.

Section 3.18 Solvency. As of the Closing Date, immediately after giving effect to the consummation of the Transactions on the Closing Date, Holdings and its Subsidiaries (on a consolidated basis) (i) have property on a going concern basis with fair value greater than the total amount of their debts and liabilities, contingent (it being understood that the amount of contingent liabilities at any time shall be computed as the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability), subordinated or otherwise, (ii) have assets with present fair salable value on a going concern basis not less than the amount that will be required to pay their liability on their debts as they become absolute, due and matured, (iii) will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as they become absolute, due and matured in the ordinary course of business and (iv) are not engaged in business or a transaction, and are not about to engage in business or a transaction, for which their property would constitute an unreasonably small capital.

Section 3.19 Intellectual Property. Except (i) as set forth in Schedule 3.19 or (ii) in respect of any other acts, omissions, events or circumstances that would not reasonably be expected to have a Material Adverse Effect, (a) the Borrowers and the Subsidiary Loan Parties own, or possess the right to use, all Intellectual Property necessary for the Borrowers and the Subsidiary Loan Parties to conduct their respective businesses as conducted as of the Closing Date, free and clear of all Liens other than Permitted Liens, (b) to the knowledge of the Loan Parties, none of the Borrowers or the Subsidiary Loan Parties are infringing upon, misappropriating or otherwise violating any Intellectual Property of any Person, (c) to the knowledge of the Loan Parties, no claim or litigation regarding any Material Intellectual Property used by any Borrower or any Subsidiary Loan Party to conduct its business as conducted as of the Closing Date is pending, (d) to the knowledge of each Borrower and Subsidiary Loan Party, (1) all registered copyrights, trademarks, and patents that are owned by such Borrower or Subsidiary Loan Party and necessary in or material to the conduct of its business are valid and enforceable and (2) all pending applications and registrations for copyrights, trademarks, and patents that are owned by the Borrowers and the Subsidiary Loan Parties and necessary in or material to the conduct of their business are subsisting and in compliance with all legal requirements, filings, and payments and other actions that are required to maintain such Intellectual Property in full force and effect, (e) no proprietary software owned by any Borrower or Subsidiary Loan Party and licensed (including as a service) or distributed by such Borrower or Subsidiary Loan Party to other Persons is subject to any “copyleft” or other obligation or condition (including any obligation or condition under any “open source” license such as the GNU General Public License, GNU Lesser General Public License, GNU Affero Public License, or Mozilla Public License) that would require or condition the use or distribution of such software on the disclosure, licensing, or distribution of a material portion of any source code of such proprietary software, (f) the Borrowers and the Subsidiary Loan Parties

have taken reasonable steps to maintain the confidentiality of and otherwise protect and enforce their rights in all trade secrets owned by the Borrowers and the Subsidiary Loan Parties that are necessary in or material to the conduct of the business of the Borrowers and the Subsidiary Loan Parties, and (g) the Borrowers and the Subsidiary Loan Parties use commercially reasonable standards of quality in the licensing of all trademarks owned by or exclusively licensed to the Borrowers and the Subsidiary Loan Parties and have taken commercially reasonable actions to ensure that all licensees of such trademarks maintain such standards of quality.

Section 3.20 [Reserved].

Section 3.21 USA PATRIOT Act, Sanctions; OFAC.

(a) Each of the Borrowers and each of its Subsidiaries is in compliance in all material respects with the material provisions of the USA PATRIOT Act (to the extent applicable).

(b) None of Holdings, any Borrower or any of their respective Subsidiaries is (i) currently the target of any sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) or the U.S. State Department (“Sanctions”) or (ii) located, organized or resident in a country or territory that is the target of Sanctions broadly prohibiting dealings with such country or territory (“Sanctioned Country”). The Borrowers will not directly or, knowingly, indirectly use the proceeds of the Loans or use the Letters of Credit or otherwise make available such proceeds or Letters of Credit to any person for the purpose of financing the activities of any person that is, at the time of such financing, the target of any Sanctions or for the purpose of funding, financing or facilitating any activities, business or transaction with or in any Sanctioned Country, to the extent such activities, businesses or transaction are prohibited by Sanctions laws and regulations administered by the United States, including OFAC and the U.S. State Department (collectively, the “Sanctions Laws”), or in any manner that would result in the violation of any Sanctions Laws applicable to any party hereto. Holdings, each Borrower and each of their respective Subsidiaries are in compliance with all applicable Sanctions Laws in all material respects.

Section 3.22 Foreign Corrupt Practices Act. Holdings, each Borrower and each of their respective Subsidiaries will use the proceeds of the Loans and use the Letters of Credit in compliance with the U.S. Foreign Corrupt Practices Act of 1977 (“Anti-Corruption Laws”) in all material respects. No part of the proceeds of the Loans made hereunder and no Letters of Credit will be used in violation of any Anti-Corruption Law, including to make any unlawful bribe, influence payment, kickback or other unlawful payment.

Article IV

Conditions of Lending

The obligations of (a) the Lenders (including the Swingline Lender) to make Loans and (b) any Issuing Bank to issue Letters of Credit (each, a “Credit Event”) are subject to the satisfaction (or waiver in accordance with Section 9.08) of the following conditions:

Section 4.01 Certain Credit Events After the Closing Date. In the case of, and on the date of, each Credit Event (other than (i) a Credit Event on the Closing Date or (ii) a Credit Event with respect to

Loans or Commitments provided pursuant to an Incremental Assumption Agreement, as to which the terms thereof shall govern):

(a) The Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.05(b).

(b) The representations and warranties set forth in the Loan Documents shall be true and correct in all material respects as of such date, in each case, with the same effect as though made on and as of such date, except (x) to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and (y) if already qualified by materiality or Material Adverse Effect, such representations and warranties shall be true and correct in all respects.

(c) At the time of and immediately after such Credit Event, as applicable, no Default or Event of Default shall have occurred and be continuing.

Section 4.02 First Credit Event. On or prior to the Closing Date:

(a) The Administrative Agent (or its counsel) shall have received from each of Holdings, the Borrowers and each other Loan Party (as applicable) (i) a counterpart of this Agreement and each other Loan Document to which such Loan Party is a party signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include delivery of a signed signature page of this Agreement by facsimile or other means of electronic transmission (e.g., “pdf”)) that such party has signed a counterpart of this Agreement and each other Loan Document to which it is a party.

(b) The Administrative Agent shall have received, on behalf of itself, the Lenders and each Issuing Bank, written opinions of Hogan Lovells Cadwalader US LLP, as counsel for the Loan Parties (A) dated the Closing Date, (B) addressed to each Issuing Bank, the Administrative Agent and the Lenders on the Closing Date and (C) in form and substance reasonably satisfactory to the Administrative Agent covering such matters relating to the Loan Documents as the Administrative Agent shall reasonably request.

(c) The Administrative Agent shall have received (i) customary certificates of the Secretary or Assistant Secretary or similar officer of each Loan Party (or the Company on behalf of each Loan Party) dated the Closing Date and certifying true and complete copies of the organizational documents of each such Loan Party attached thereto and customary resolutions or other evidence of authorization, (ii) certificates of good standing from the secretary of state of the state of organization of each Loan Party and (iii) a solvency certificate substantially in the form of Exhibit G attached hereto, from the chief financial officer (or other officer with reasonably equivalent duties) of (or of the sole member/manager of) Holdings.

(d) Prior to, or substantially contemporaneously with, the funding of the initial Loans hereunder, (i) the principal, accrued and unpaid interest, fees, premium, if any, and other amounts (other than (x) obligations not then due and payable or that by their terms survive the termination thereof and (y) certain existing letters of credit, bank guarantees, bankers’ acceptances and similar documents and instruments outstanding under any of the Existing Target Credit Facility and the Existing Buyer Credit Facility that on the Closing Date will be grandfathered into, or backstopped by, the Initial Revolving Facility or cash collateralized in a manner satisfactory to the issuing banks thereof) under that (A) certain Loan and Security Agreement, originally dated as of January 24, 2025 (as amended, supplemented or otherwise modified from time to time prior to the Closing Date, the “Existing Buyer Credit Facility”)

between U.S. Bank National Association, as lender, and National CineMedia, LLC, as borrower and (B) that certain Amended and Restated Credit Agreement, originally dated as of June 4, 2018 (as amended, supplemented or otherwise modified from time to time prior to the Closing Date, the “Existing Target Credit Facility”, together with the Existing Buyer Credit Facility, the “Existing Credit Facilities”), by and among the Acquired Company, as borrower, the lenders party thereto and Webster Bank, National Association, as administrative agent, will, in each case, be repaid in full as memorialized by a payoff letter reasonably satisfactory to the Administrative Agent and all commitments to extend credit thereunder will be terminated and any security interests and guarantees in connection therewith shall be terminated and/or released (or arrangements for such repayment, termination and release shall have been made), in the case of the Existing Target Credit Facility, to the extent set forth in the Acquisition Agreement (collectively, the “Closing Date Refinancing”). For the avoidance of doubt, letters of credit, bank guarantees, bankers’ acceptances and similar documents and instruments outstanding on the Closing Date no longer available to Holdings or its Subsidiaries under the Existing Buyer Credit Facility or the Acquired Company or its subsidiaries under the Existing Target Credit Facility, in each case, may be backstopped or replaced by letters of credit, bank guarantees, bankers’ acceptances and similar documents and instruments issued under the Initial Revolving Facility on the Closing Date or may be cash collateralized.

(e) The Acquisition shall have been, or substantially concurrently with the initial fundings of the Loans hereunder shall be, consummated in all material respects in accordance with the terms of the Acquisition Agreement, after giving effect to any modifications, amendments, consents or waivers thereto, other than those modifications, amendments, consents or waivers by the Buyer (or its Affiliate) that are materially adverse to the interests of the Lenders in their capacities as such, unless consented to in writing by the Joint Lead Arrangers (such consent not to be unreasonably withheld, delayed or conditioned; provided further that the Joint Lead Arrangers shall be deemed to have consented to such modification, amendment, consent or waiver (whether proposed or executed) unless they object thereto in writing within two Business Days of receipt of written notice of such modification, amendment, consent or waiver); it being understood and agreed that (i) any changes to, or waivers, consents or approvals by the Buyer in respect of the definition of “Material Adverse Effect” (as defined in the Acquisition Agreement) shall be deemed materially adverse, (ii) any reduction in the purchase price of less than 10% or in accordance with the Acquisition Agreement (including pursuant to any purchase price and/or working capital (or similar) adjustment provision set forth in the Acquisition Agreement) shall be deemed not to be materially adverse, (iii) any other reduction in the purchase price shall be deemed not to be materially adverse so long as such decrease is allocated to reduce the Initial Term Facility on a dollar-for-dollar basis, and (iv) any increase in the purchase price shall be deemed not to be materially adverse so long as such increase is funded by cash of the Acquired Company, cash contributions to the Buyer (or a parent company thereof) or amounts available to be drawn under the Initial Revolving Facility on the Closing Date or such increase is pursuant to any working capital and/or purchase price (or similar) adjustment provision set forth in the Acquisition Agreement.

(f) The Administrative Agent shall have received (i) the Closing Date Financial Statements and (ii) to the extent Buyer has received the corresponding information described in clause (i) above under the Acquisition Agreement, an unaudited pro forma consolidated balance sheet of the Ultimate Parent as of April 30, 2026, prepared after giving effect to the Transactions as if the Transactions had occurred as of such date, which need not be prepared in compliance with Regulation S-X of the Securities Act of 1933, as amended, or include adjustments for purchase accounting (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805: Business Combinations (formerly SFAS 141R), tax adjustments, deferred taxes or similar pro forma adjustments) (it being understood that any purchase accounting adjustments may be preliminary in nature and be based only on estimates and allocations determined by the Borrowers).

(g) [Reserved].

(h) The Agents shall have received all fees payable thereto or to any Lender on or prior to the Closing Date pursuant to the Fee Letters and reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable and documented out-of-pocket fees, charges and disbursements of Paul Hastings LLP and Holland & Knight LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document on or prior to the Closing Date (which amounts may be offset against the proceeds of the Loans), in each case, to the extent, in the case of expenses, a reasonably detailed invoice has been delivered to the Company at least three Business Days prior to the Closing Date.

(i) Except as set forth in Schedule 5.12 (which, for the avoidance of doubt, shall override the applicable clauses of the definition of “Collateral and Guarantee Requirement”) and subject to the Limited Conditionality Provision and the grace periods and post-closing periods set forth in such definition, the Collateral and Guarantee Requirement shall be satisfied (or waived) as of the Closing Date.

(j) Since the date of the Acquisition Agreement, no “Material Adverse Effect” (as defined in the Acquisition Agreement) shall have occurred.

(k) The Administrative Agent shall have received, at least three Business Days (as defined in the Acquisition Agreement) prior to the Closing Date, all documentation and other information (including Beneficial Ownership Certifications) about any Loan Party required by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and the Beneficial Ownership Regulation, as is reasonably requested in writing by such Administrative Agent at least ten calendar days prior to the Closing Date.

(l) (i) The Specified Acquisition Agreement Representations shall be true and correct in all material respects as of the Closing Date solely to the extent required by the terms of the definition thereof and (ii) the Specified Representations shall be true and correct in all material respects on and as of the Closing Date; provided that (A) in the case of any Specified Acquisition Agreement Representation or Specified Representation which expressly relates to a given date or period, such representation and warranty shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be and (B) if any Specified Representation is qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification, the definition thereof shall be the definition of “Closing Date Material Adverse Effect” for purposes of the making or deemed making of such Specified Representation on, or as of, the Closing Date (or any date prior thereto).

(m) The Administrative Agent shall have received an executed Borrowing Request.

Notwithstanding the foregoing, except to the extent otherwise required to be delivered or effected after the Closing Date pursuant to Section 5.12, to the extent any lien search or Collateral (including the creation or perfection of any security interest) is not or cannot be provided on the Closing Date (other than the perfection of liens on Collateral that may be perfected by the filing of financing statements under the Uniform Commercial Code and the delivery of stock certificates of the Borrowers and their wholly-owned, material Subsidiaries formed or organized under the laws of the United States, any state of the United States of America or the District of Columbia (in each case, to the extent certificated) evidencing the Equity Interests to be pledged pursuant to this Agreement with respect to which a lien may be perfected by the delivery of a stock or equivalent certificate, but, with respect to the Blocker Entities, the Acquired Company and its Subsidiaries, only to the extent received after use of commercially reasonable efforts to do so), then the provision of any such lien search and/or Collateral (including the creation or perfection of any security interest) shall not constitute a condition precedent to any Credit Event on the Closing Date but may instead be provided within 45 days (or, in each case, such later date as may be agreed by the Administrative Agent in its reasonable discretion) after the Closing Date; provided, notwithstanding the foregoing, that the creation or perfection of any security interest with respect to the Blocker Entities, the

Acquired Company and its Subsidiaries and their respective assets and Equity Interests may be conditioned on the occurrence of the Closing Date. This paragraph is referred to herein as the “Limited Conditionality Provision”.

For purposes of determining compliance with the conditions specified in this Section 4.02, each Lender and Issuing Bank shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders or the Issuing Banks unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received written notice from such Lender or Issuing Bank prior to the Closing Date specifying its objection thereto and, in the case of a Borrowing, such Lender shall not have made available to the Administrative Agent such Lender’s ratable portion of the initial Borrowing.

Article V

Affirmative Covenants

Each Borrower and (solely with respect to Sections 5.01(a) and 5.03) Holdings covenants and agrees with each Lender that, until the Termination Date, unless the Required Lenders shall otherwise consent in writing, each Borrower and (solely with respect to Sections 5.01(a) and 5.03) Holdings will, and will cause each of the Subsidiaries to comply with each of the following covenants to the extent expressed to be applicable:

Section 5.01 Existence; Business and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence, except, in the case of a Subsidiary of any Borrower, where the failure to do so would not reasonably be expected to have a Material Adverse Effect, and except as otherwise permitted under Section 6.05, including the liquidation or dissolution of Subsidiaries in a manner not otherwise prohibited by this Agreement, the Blocker Merger or, solely with respect to Holdings, in connection with any Holdings Reorganization Transaction or Permitted Reorganization.

(b) Except where the failure to do so would not reasonably be expected to have a Material Adverse Effect, do or cause to be done all things necessary to lawfully obtain, preserve, renew, extend and keep in full force and effect the permits, franchises, authorizations, Material Intellectual Property registered with United States Copyright Office or the United States Patent and Trademark Office covering United States of America issued patents and registered trademarks and copyrights, licenses and rights with respect thereto necessary to the normal conduct of its business and to the extent required to ensure that the business carried on in connection therewith, if any, may be lawfully conducted at all times (in each case, except as permitted by this Agreement). Except where the failure to do so would not reasonably be expected to have a Material Adverse Effect, (i) at all times maintain, protect and preserve all property necessary to the normal conduct of its business and keep such property in good repair, working order and condition (ordinary wear and tear and casualty and condemnation excepted) and (ii) from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary.

Section 5.02 Insurance. (a) Maintain, with financially sound and reputable insurance companies, insurance (subject to customary deductibles and retentions) (but not, for the avoidance of doubt, flood insurance except to the extent required by applicable law or regulation) in such amounts and against such risks as management believes are reasonable in light of the risks faced by its business, in each case as determined by the Borrowers in good faith, and use commercially reasonable efforts to cause the Collateral Agent to be listed as an additional insured on liability policies and a lender’s loss payee on property policies.

Notwithstanding the foregoing, the Borrowers and the Subsidiaries may self-insure with respect to such risks with respect to which companies of established reputation engaged in the same general line of business in the same general area usually self-insure.

(b) [Reserved].

(c) [Reserved].

(d) In connection with the covenants set forth in this Section 5.02, it is understood and agreed that:

(i) the Administrative Agent, the Collateral Agent, the Lenders, the Issuing Banks and their respective agents or employees shall not be liable for any loss or damage insured by the insurance policies required to be maintained under this Section 5.02, it being understood that (A) the Loan Parties shall look solely to their insurance companies or any other parties other than the aforesaid parties for the recovery of such loss or damage and (B) such insurance companies shall have no rights of subrogation against the Administrative Agent, the Collateral Agent, the Lenders, any Issuing Bank or their agents or employees. If, however, the insurance policies, as a matter of the internal policy of such insurer, do not provide waiver of subrogation rights against such parties, as required above, then each of Holdings and the Borrowers, on behalf of itself and on behalf of each of the Subsidiaries, hereby agrees, to the extent permitted by law, to waive, and further agrees to cause each of their Subsidiaries to waive, its right of recovery, if any, against the Administrative Agent, the Collateral Agent, the Lenders, any Issuing Bank and their agents and employees;

(ii) the designation of any form, type or amount of insurance coverage by the Collateral Agent (including acting in the capacity as the Collateral Agent) under this Section 5.02 shall in no event be deemed a representation, warranty or advice by the Collateral Agent or the Lenders that such insurance is adequate for the purposes of the business of the Borrowers and the Subsidiaries or the protection of their properties; and

(iii) the amount and type of insurance that the Borrowers and their Subsidiaries have in effect as of the Closing Date satisfies for all purposes the requirements of this Section 5.02.

Section 5.03 Taxes. Pay its obligations in respect of all Tax liabilities, assessments and governmental charges, before the same shall become delinquent or in default, except where (i) the amount or validity thereof is being contested in good faith by appropriate proceedings and Holdings or a Subsidiary has set aside on its books adequate reserves therefor in accordance with GAAP or (ii) the failure to make payment before delinquency or default could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

Section 5.04 Financial Statements, Reports, etc. Furnish to the Administrative Agent (which will promptly furnish such information to the Lenders):

(a) within 120 days after the end of any Fiscal Year ending after the Closing Date, a consolidated balance sheet and related statements of income and cash flows showing the financial position of the Ultimate Parent and its Subsidiaries as of the close of such Fiscal Year and the consolidated results of their operations during such year and setting forth in comparative form the corresponding figures for the prior Fiscal Year. The financial statements referred to in clause (a) shall be audited by independent public accountants of recognized national standing (which report shall not be subject to a “going concern” or scope of audit qualification (except for any such qualification pertaining to, or disclosure of an exception or

qualification resulting from, the maturity (or impending maturity) of any Facility or any other Indebtedness occurring within one year of the date of delivery of the relevant audit opinion, any breach or anticipated breach of any financial covenant or the activities, operations, financial results, assets or liabilities of any Unrestricted Subsidiary), but may include a “going concern” or “emphasis of matter” explanatory paragraph or like statement) to the effect that such consolidated financial statements fairly present, in all material respects, the financial position and results of operations of the Ultimate Parent and its Subsidiaries on a consolidated basis in accordance with GAAP; provided, however, that such financial statements and other materials required to be delivered pursuant to this clause (a) shall be deemed delivered for purposes of this Agreement when posted to the website of Ultimate Parent or become publicly available via EDGAR, the SEC website (or website of any equivalent regulatory body in the relevant jurisdiction) or another publicly available reporting service;

(b) within 45 days after the end of each of the first three fiscal quarters of each Fiscal Year commencing with the first full Fiscal Quarter ending after the Closing Date, a consolidated balance sheet and related statements of income and cash flows showing the financial position of the Ultimate Parent and its Subsidiaries as of the close of such fiscal quarter and the consolidated results of their operations during such fiscal quarter and the then-elapsed portion of the Fiscal Year and setting forth in comparative form the corresponding figures for the prior Fiscal Year, certified in accordance with clause (c) below by a Financial Officer of the Ultimate Parent on behalf of the Ultimate Parent as fairly presenting, in all material respects, the financial position and results of operations of the Ultimate Parent and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end adjustments and the absence of footnotes); provided, however, that such financial statements required to be delivered pursuant to this clause (b) shall be deemed delivered for purposes of this Agreement when posted to the website of Ultimate Parent or become publicly available via EDGAR, the SEC website (or website of any equivalent regulatory body in the relevant jurisdiction) or another publicly available reporting service;

(c) within 5 Business Days after any delivery of financial statements under clause (a) or (b) above, a Compliance Certificate (i) certifying that, to the knowledge of the certifying Responsible Officer, no Default or Event of Default has occurred and is continuing since the date of the last Compliance Certificate delivered pursuant to this Section 5.04(c) or, if such a Default or an Event of Default has occurred and is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) commencing with the end of the first full fiscal quarter ending after the Closing Date, setting forth computations in reasonable detail demonstrating compliance with the Financial Covenant;

(d) promptly after the same become publicly available, copies of all periodic and other publicly available reports, proxy statements and, to the extent requested by the Administrative Agent, other materials filed by the Ultimate Parent or any of the Subsidiaries with the SEC (or equivalent regulatory body in the relevant jurisdiction), or distributed to its stockholders generally, as applicable; provided, however, that such reports, proxy statements, filings and other materials required to be delivered pursuant to this clause (d) shall be deemed delivered for purposes of this Agreement when posted to the website of Ultimate Parent or become publicly available via EDGAR, the SEC website (or website of any equivalent regulatory body in the relevant jurisdiction) or another publicly available reporting service;

(e) within 60 days after the end of each Fiscal Year (or such later date as the Administrative Agent may agree in its reasonable discretion) (commencing with the first Fiscal Year ending after the Closing Date), a consolidated annual budget for the then current Fiscal Year following the Fiscal Year covered by such financial statements (collectively, the “Budget”) (which Budget shall include a balance sheet, income statement and statement of cash flows);

(f) substantially concurrently with the delivery thereof to the Board of Directors of the Ultimate Parent following the end of each of the first and second months of each fiscal quarter, copies of the Ultimate Parent’s monthly management reports in the form delivered to such Board of Directors; and

(g) promptly from time to time, such other customary information regarding the operations, business affairs and financial condition of any Borrower or any of the Subsidiaries, or compliance with the terms of any Loan Document as in each case the Administrative Agent may reasonably request (for itself or on behalf of any Lender) and to the extent such information is reasonably available to the Borrowers; provided, however, that none of Holdings, any Borrower or any Subsidiary shall be required to disclose or provide any information (i) that constitutes non-financial trade secrets or non-financial proprietary information of Holdings, any Borrower or any of the Subsidiaries or any of their respective customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any applicable Requirement of Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, any Borrower or any Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into solely in contemplation of the requirements of this proviso); provided, further, that in the event any of the circumstances described in the preceding proviso exist, the Borrowers shall use commercially reasonable efforts to provide notice to the Administrative Agent thereof and shall use commercially reasonable efforts to describe, to the extent both feasible and permitted under applicable Requirements of Law or confidentiality obligations, or without waiving such privilege, as applicable, the applicable document, information or other matter.

Each Borrower hereby acknowledges and agrees that all financial statements furnished pursuant to clauses (a), (b) and (d) above are hereby deemed to be Borrower Materials suitable for distribution, and to be made available, to Public Lenders as contemplated by Section 9.17 and may be treated by the Administrative Agent and the Lenders as if the same had been marked “PUBLIC” in accordance with such paragraph (unless the Company otherwise notifies the Administrative Agent in writing on or prior to delivery thereof).

For the avoidance of doubt, for purposes of this Section 5.04, financial statements and similar financial reporting on a consolidated basis may include any or all of the Borrowers’ Unrestricted Subsidiaries, in each case to the extent consolidated in accordance with GAAP. If at any time the annual and quarterly financial information required by Section 5.04(a) or Section 5.04(b) includes the accounts of any Unrestricted Subsidiary of the Borrowers, then such financial information shall be accompanied by either (i) a reasonably detailed summary of the adjustments necessary to eliminate the accounts of such Unrestricted Subsidiaries or (ii) stand-alone unaudited financial statements of such Unrestricted Subsidiary or Unrestricted Subsidiaries (as a group or otherwise), together with an unaudited reconciliation to the financial information of Ultimate Parent and its Subsidiaries, which reconciliation shall include the following items: revenue, finance costs, profit/loss for the period, cash, Permitted Investments and other cash equivalents, total assets, total liabilities, equity and capital expenditures.

Notwithstanding the foregoing, no financial statement required to be delivered pursuant to paragraph (a) or (b) shall be required to include acquisition or purchase accounting adjustments relating to the Transactions or any Permitted Business Acquisition or other Investment to the extent it is not practicable to include any such adjustments in such financial statement.

Section 5.05 Litigation and Other Notices. Furnish to the Administrative Agent (which will promptly thereafter furnish to the Lenders) written notice of the following promptly after any Responsible Officer of the Borrowers obtains actual knowledge thereof: