NON-INVESTMENT GRADE LEVERAGED BRIDGE LOAN AGREEMENT Dated as of June 26, 2025 Among WARNER BROS. DISCOVERY, INC., as Parent, WARNERMEDIA HOLDINGS, INC., as the Borrower, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent, and JPMORGAN CHASE BANK, N.A., as Lead Bookrunner, and BANK OF AMERICA, N.A., GOLDMAN SACHS BANK USA, CITIBANK, N.A., DEUTSCHE BANK SECURITIES INC., ROYAL BANK OF CANADA, WELLS FARGO SECURITIES, LLC, BARCLAYS BANK PLC, BNP PARIBAS, MIZUHO BANK, LTD., as Joint Bookrunners and Co-Syndication Agents

i TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS 1 1.01 Defined Terms ................................................................................................................................. 1 1.02 Other Interpretive Provisions ......................................................................................................... 39 1.03 Accounting Terms .......................................................................................................................... 40 1.04 Rounding ........................................................................................................................................ 41 1.05 Exchange Rates .............................................................................................................................. 41 1.06 [Reserved] ...................................................................................................................................... 41 1.07 [Reserved] ...................................................................................................................................... 41 1.08 Times of Day ................................................................................................................................. 41 1.09 [Reserved] ...................................................................................................................................... 41 1.10 Interest Rates .................................................................................................................................. 41 ARTICLE II. THE COMMITMENTS AND LOANS 42 2.01 Loans .............................................................................................................................................. 42 2.02 Borrowings, Conversions and Continuations of Loans ................................................................. 42 2.03 [Reserved] ...................................................................................................................................... 43 2.04 [Reserved] ...................................................................................................................................... 43 2.05 Prepayments ................................................................................................................................... 43 2.06 Termination or Reduction of Commitments .................................................................................. 45 2.07 Repayment of Loans ...................................................................................................................... 46 2.08 Interest ........................................................................................................................................... 46 2.09 Fees ................................................................................................................................................ 46 2.10 Computation of Interest ................................................................................................................. 47 2.11 Evidence of Debt............................................................................................................................ 47 2.12 Payments Generally; Administrative Agent’s Clawback ............................................................... 47 2.13 Sharing of Payments by Lenders ................................................................................................... 50 2.14 [Reserved] ...................................................................................................................................... 50 2.15 Incremental Commitments ............................................................................................................. 50 2.16 [Reserved] ...................................................................................................................................... 51 2.17 Defaulting Lenders......................................................................................................................... 51 ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY 53 3.01 Taxes .............................................................................................................................................. 53 3.02 Illegality ......................................................................................................................................... 57 3.03 Inability to Determine Rates .......................................................................................................... 58 3.04 Increased Costs .............................................................................................................................. 60 3.05 Compensation for Losses ............................................................................................................... 61 3.06 Mitigation Obligations; Replacement of Lenders .......................................................................... 61 3.07 Survival .......................................................................................................................................... 62 ARTICLE IV. CONDITIONS PRECEDENT TO LOANS 62 4.01 Conditions to Effective Date .......................................................................................................... 62 4.02 Conditions to Funding Date ........................................................................................................... 63

ii ARTICLE V. REPRESENTATIONS AND WARRANTIES 65 5.01 Existence, Qualification and Power ............................................................................................... 65 5.02 Authorization; No Contravention .................................................................................................. 66 5.03 Governmental Authorization; Other Consents ............................................................................... 66 5.04 Binding Effect ................................................................................................................................ 66 5.05 Financial Statements; No Material Adverse Effect ........................................................................ 66 5.06 Litigation ........................................................................................................................................ 67 5.07 No Default ...................................................................................................................................... 67 5.08 Ownership of Property; Liens ........................................................................................................ 67 5.09 Environmental Compliance ........................................................................................................... 67 5.10 Taxes .............................................................................................................................................. 67 5.11 ERISA Compliance ........................................................................................................................ 67 5.12 Subsidiaries; Joint Ventures ........................................................................................................... 68 5.13 Margin Regulations; Investment Company Act ............................................................................. 68 5.14 Disclosure ...................................................................................................................................... 69 5.15 Compliance with Laws .................................................................................................................. 69 5.16 Sanctions Restrictions .................................................................................................................... 69 5.17 [Reserved] ...................................................................................................................................... 69 5.18 Anti-Corruption Laws .................................................................................................................... 69 5.19 Affected Financial Institutions ....................................................................................................... 69 5.20 Covered Entities ............................................................................................................................. 69 5.21 Use of Proceeds ............................................................................................................................. 69 5.22 Perfection, Etc. ............................................................................................................................... 70 ARTICLE VI. AFFIRMATIVE COVENANTS 70 6.01 Financial Statements ...................................................................................................................... 70 6.02 Certificates; Other Information ...................................................................................................... 71 6.03 Notices ........................................................................................................................................... 73 6.04 Payment of Obligations .................................................................................................................. 73 6.05 Preservation of Existence, Etc. ...................................................................................................... 73 6.06 Maintenance of Properties ............................................................................................................. 74 6.07 Maintenance of Insurance .............................................................................................................. 74 6.08 Compliance with Laws .................................................................................................................. 74 6.09 Books and Records ........................................................................................................................ 74 6.10 Inspection Rights ........................................................................................................................... 74 6.11 Use of Proceeds ............................................................................................................................. 75 6.12 Post Closing Obligations ................................................................................................................ 75 6.13 Sanctions ........................................................................................................................................ 75 6.14 Anti-Corruption Laws .................................................................................................................... 75 6.15 Additional Guarantors .................................................................................................................... 75 6.16 Covenant to Guarantee Obligations and Give Security ................................................................. 75 6.17 Further Assurances......................................................................................................................... 76 ARTICLE VII. NEGATIVE COVENANTS 77 7.01 Liens ............................................................................................................................................... 77 7.02 Indebtedness ................................................................................................................................... 80 7.03 Fundamental Changes .................................................................................................................... 81 7.04 Transactions with Affiliates ........................................................................................................... 82

iii 7.05 Use of Proceeds ............................................................................................................................. 83 7.06 Restricted Payments. ...................................................................................................................... 83 7.07 Burdensome Agreements ............................................................................................................... 84 7.08 Sanctions Restrictions .................................................................................................................... 86 7.09 Anti-Corruption Laws .................................................................................................................... 87 ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES 87 8.01 Events of Default ........................................................................................................................... 87 8.02 Remedies Upon Event of Default .................................................................................................. 89 8.03 Application of Funds...................................................................................................................... 89 ARTICLE IX. ADMINISTRATIVE AGENT AND OTHER AGENTS 90 9.01 Appointment and Authority ........................................................................................................... 90 9.02 Rights as a Lender .......................................................................................................................... 92 9.03 Exculpatory Provisions .................................................................................................................. 92 9.04 Reliance by Administrative Agent ................................................................................................. 93 9.05 Delegation of Duties ...................................................................................................................... 94 9.06 Resignation of Administrative Agent ............................................................................................ 94 9.07 Acknowledgement of Lenders ....................................................................................................... 95 9.08 No Other Duties, Etc. ..................................................................................................................... 96 9.09 Administrative Agent May File Proofs of Claim ........................................................................... 96 9.10 Collateral and Guaranty Matters; Intercreditor Agreements .......................................................... 97 9.11 Certain ERISA Matters .................................................................................................................. 98 9.12 Recovery of Erroneous Payments ................................................................................................ 100 9.13 Credit Bidding. ............................................................................................................................. 100 9.14 Secured Cash Management Agreements and Secured Hedge Agreements ................................. 101 ARTICLE X. [RESERVED] 101 ARTICLE XI. MISCELLANEOUS 101 11.01 Amendments, Etc. ........................................................................................................................ 102 11.02 Notices; Effectiveness; Electronic Communication .................................................................... 104 11.03 No Waiver; Cumulative Remedies; Enforcement ........................................................................ 105 11.04 Expenses; Indemnity; Damage Waiver ........................................................................................ 106 11.05 Payments Set Aside ..................................................................................................................... 108 11.06 Successors and Assigns ................................................................................................................ 108 11.07 Treatment of Certain Information; Confidentiality ...................................................................... 113 11.08 Right of Setoff ............................................................................................................................. 114 11.09 Interest Rate Limitation ............................................................................................................... 115 11.10 Integration; Effectiveness ............................................................................................................ 115 11.11 Survival of Representations and Warranties ................................................................................ 115 11.12 Severability .................................................................................................................................. 115 11.13 Replacement of Lenders .............................................................................................................. 115 11.14 Governing Law; Jurisdiction; Etc. ............................................................................................... 116 11.15 Waiver of Jury Trial ..................................................................................................................... 117 11.16 No Advisory or Fiduciary Responsibility .................................................................................... 118 11.17 Electronic Execution; Electronic Records; Counterparts ............................................................. 118 11.18 USA PATRIOT Act ..................................................................................................................... 119

iv 11.19 Acknowledgement and Consent to Bail-In of Affected Financial Institutions ............................ 119 11.20 ENTIRE AGREEMENT .............................................................................................................. 120 11.21 Acknowledgement Regarding Any Supported QFCs .................................................................. 120

i SCHEDULES SCHEDULES 2.01 Commitments and Applicable Percentages 2.01(x) Tranche 1 Notes 2.01(y) Tranche 2 Notes 5.11 Pension Plans 5.12 Joint Ventures 6.12 Post Closing Obligations 6.17 Initial Intellectual Property 7.01 Existing Liens 7.02 Existing Indebtedness 7.06 Existing Investments 11.02 Administrative Agent’s Office; Certain Addresses for Notices EXHIBITS Form of A Loan Notice C Note D Compliance Certificate E Assignment and Assumption F-1 Parent Guaranty F-2 Subsidiary Guaranty G Security Agreement H U.S. Tax Compliance Certificates I Solvency Certificate

1 NON-INVESTMENT GRADE LEVERAGED BRIDGE LOAN AGREEMENT This NON-INVESTMENT GRADE LEVERAGED BRIDGE LOAN AGREEMENT is entered into as of June 26, 2025, among WARNER BROS. DISCOVERY, INC., a Delaware corporation (“Parent”), WARNERMEDIA HOLDINGS, INC., a Delaware corporation (as further defined in Section 1.01, the “Borrower”), each lender from time to time party hereto (as further defined in Section 1.01, collectively, the “Lenders” and individually, a “Lender”) and JPMorgan Chase Bank, N.A. (“JPMCB”), as Administrative Agent and Collateral Agent. The Borrower has requested that the Lenders agree to provide a senior secured non-investment grade leveraged bridge loan facility on the Funding Date (as defined below), and the Lenders are willing to do so on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows: ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS 1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below: “Act” has the meaning specified in Section 11.18. “Additional Incremental Lender” has the meaning specified in Section 2.15(b). “Administrative Agent” means JPMCB, in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent. “Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 11.02, or such other address or account in the United States as the Administrative Agent may from time to time notify to the Borrower and the Lenders. “Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent from time to time. “Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution. “Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. “Agents” means, collectively, the Administrative Agent, the Collateral Agent, the Bookrunners and the Co-Syndication Agents. “Agent Fee Letter” means that certain Administrative Agent Fee Letter, dated as of June 9, 2025, among Parent, the Borrower and the Administrative Agent. “Agent Parties” has the meaning specified in Section 1.01(c).

2 “Aggregate Commitments” means the Commitments of all the Lenders in the Dollar amounts set forth opposite such Lender’s name on Schedule 2.01, in each case as such amounts may be adjusted from time to time in accordance with this agreement. As of the Effective Date, the Aggregate Commitments are $17,000,000,000, and each Lender as of the Effective Date will be deemed to have a Commitment with respect to each Tranche of Loans as of the Effective Date equal to its Applicable Percentage of such Tranche. “Agreement” means this Non-Investment Grade Leveraged Bridge Loan Agreement, as may be amended, supplemented or otherwise modified from time to time. “Ancillary Fees” has the meaning specified in Section 11.01(i). “Applicable Percentage” means, with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Commitments represented by such Lender’s Commitment at such time (or, on and after the funding of the Loans, of the aggregate Outstanding Amount of all Loans represented by the aggregate Outstanding Amount of such Lender’s Loans at such time); provided that, when referring to any Tranche, “Applicable Percentage” shall mean, with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of the aggregate Commitments of such Tranche represented by such Lender’s Commitments in respect of such Tranche at such time (or, on and after the funding of the Loans, the percentage of the aggregate Outstanding Amount of all Loans of such Tranche represented by the aggregate Outstanding Amount of such Lender’s Loans of such Tranche at such time). If the commitment of each Lender to make Loans has been terminated pursuant to Section 8.02 or if the Aggregate Commitments have expired, in each case prior to the funding of the Loans, then the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage of such Lender most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable. “Applicable Rate” means a percentage per annum equal to (x) 3.00% for Term SOFR Loans and (y) 2.00% for Base Rate Loans; provided that, in each case, the Applicable Rate will increase by an additional 0.50% per annum on December 31, 2025, and an additional 0.50% per annum on March 31, 2026. “Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender. “Asset Sale” means: (1) any Disposition of property or assets of Parent or any Subsidiary (in each case other than Equity Interests of Parent), or (2) the issuance or sale of Equity Interests of any Subsidiary (other than directors’ qualifying shares and shares issued to foreign nationals as required under applicable law) (whether in a single transaction or a series of related transactions); in each case, other than: (a) a Disposition of cash, Cash Equivalents or Investment Grade Securities, including any marketable securities portfolio owned by Parent and its Subsidiaries on the Funding Date;

3 (b) Dispositions of obsolete, worn-out, uneconomic, damaged, non-core or surplus property, equipment or other assets that are no longer economically practical or commercially desirable to maintain or used or useful in the business of Parent and its Subsidiaries (including by ceasing to enforce, allowing the lapse, abandonment or invalidation of or discontinuing the use or maintenance of or putting into the public domain any intellectual property that is (i) in the reasonable judgment of the Borrower, no longer used or useful, or economically practicable to maintain, or in respect of which the Borrower determines in its reasonable judgment that such action or inaction is desirable or (ii) expiring at the end of its statutory term); (c) Dispositions of inventory and interests in Works and other intellectual property associated therewith in the ordinary course of business (including pursuant to licensing arrangements); (d) (i) non-exclusive licenses, sublicenses or cross-licenses of intellectual property, software or other general intangibles, (ii) exclusive licenses, sublicenses or cross-licenses of intellectual property, software or other general intangibles in the ordinary course of business, or (iii) conveyances, sales, transfers, licenses, sublicenses, cross-licenses or other Dispositions of intellectual property, software or other general intangibles in the ordinary course of business or that are not material to the business of the Parent and its Subsidiaries, taken as a whole. (e) the sale, conveyance, lease or other disposition consummated in compliance with the provisions of Section 7.03(a) (other than Section 7.03(a)(v)); (f) any Restricted Payment that is permitted to be made, and is made, pursuant to Section 7.06 or any Permitted Investment; (g) any Disposition of Equity Interests, properties or assets in any transaction or series of related transactions not involving consideration in excess of $50,000,000; (h) a Disposition by (x) Parent or any Subsidiary to Parent or any Subsidiary in the ordinary course of business, (y) Parent or any Subsidiary to any Loan Party or (z) Parent or any Subsidiary to Parent or any Subsidiary pursuant to any Permitted Spin-Off Reorganization Activities; (i) a Disposition constituting the granting of a Lien not prohibited by Section 7.01; (j) any disposition of Securitization Assets or participations therein in connection with a Permitted Securitization Financing; (k) Dispositions of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements; (l) Involuntary Dispositions; (m) sales, transfers or other dispositions of Investments in joint ventures or similar entities to the extent required by, or made pursuant to customary buy/sell arrangements or rights of first refusal between, the parties set forth in joint venture arrangements and similar binding arrangements; (n) (i) Dispositions of property to the extent that such property is exchanged for credit against the purchase price of similar replacement property that is promptly purchased, (ii) Dispositions of property to the extent that the proceeds of such disposition are promptly applied to the purchase price of such replacement property (which replacement property is actually promptly purchased) and (iii) to the

4 extent allowable under Section 1031 of the Code or comparable law or regulation, any exchange of like property (excluding any boot thereon); (o) an issuance of Equity Interests by a Joint Venture as part of or pursuant to an equity incentive or compensation plan approved by the board of directors of Parent; (p) transfers of property or assets subject to Involuntary Dispositions upon receipt of Cash Equivalents of such Involuntary Disposition; (q) any surrender or waiver of contractual rights or the settlement, release, surrender or waiver of contractual, tort, litigation or other claims of any kind; and (r) the unwinding of any Swap Contract. “Arranger Fee Letter” means that certain Arranger Fee Letter, dated as of June 9, 2025, among Parent, the Borrower and JPMCB. “Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 1.01(b), and accepted by the Administrative Agent, in substantially the form of Exhibit E or any other form (including electronic documentation generated by use of an electronic platform) approved by the Administrative Agent. “Attributable Indebtedness” means, on any date, (a) in respect of any Capital Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capital Lease. “Audited Financial Statements” means the audited consolidated balance sheet of Parent and its Subsidiaries for the fiscal year ended December 31, 2024, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of Parent and its Subsidiaries, including the notes thereto. “Availability Period” means the period from and including the Effective Date to the earliest of (a) 11:59 p.m., New York City time, on October 17, 2025, (b) the date on which the Borrower publicly announces its intention to not consummate the Spin-Off, and (c) the date of termination the Aggregate Commitments pursuant to Section 2.06. “Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution. “Bail-In Legislation” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, rule, regulation or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

5 “Banking Services” means each and any of the following bank services provided to the Company or any of its Subsidiaries: (a) credit cards for commercial customers (including, without limitation, commercial credit cards and purchasing cards and related programs), (b) netting or setting off arrangements (including, without limitation, credit, debit or purchase card programs and stored value cards) and (c) Cash Management Services. “Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the Prime Rate and (c) Term SOFR for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1.00%. If the Base Rate is being used as an alternate rate of interest pursuant to Section 3.03 hereof, then the Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above. For the avoidance of doubt, if the Base Rate as determined pursuant to the foregoing would be less than 1.00%, such rate shall be deemed to be 1.00% for purposes of this Agreement. “Base Rate Loan” means a Loan that bears interest based on the Base Rate. “Beneficial Ownership Certification” means a certification regarding individual beneficial ownership solely to the extent expressly required by the Beneficial Ownership Regulation. “Beneficial Ownership Regulation” means 31 C.F.R. §1010.230. “Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”. “Bond Indenture Amendments” shall mean, with respect to any series of Bonds that will remain outstanding after the Funding Date that contained a limitation on the ability of Parent or any of its Subsidiaries to grant Liens on any of its assets and as to which a satisfaction and discharge is not being consummated on Effective Date, amendments to the applicable indenture with respect to such series of Bonds, in each case, as and to the extent contemplated by the Tender and Consent. “Bonds” means collectively, the Discovery Bonds, the TW Bonds and the WarnerMedia Holdings Bonds. “Bookrunners” means each of JPMCB, Bank of America, N.A., Goldman Sachs Bank USA, Citibank, N.A., Deutsche Bank Securities Inc., Royal Bank of Canada, Wells Fargo Securities, LLC, Barclays Bank PLC, BNP Paribas and Mizuho Bank, Ltd, each in its capacity as a joint bookrunner. “Borrower” has the meaning specified in the introductory paragraph hereto and any successor in interest thereto. “Borrowing” means a borrowing consisting of simultaneous Loans of the same Type and Tranche and having the same Interest Period made by each of the Lenders pursuant to Section 2.01. “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the State of New York. “Capital Lease” means, subject to Section 1.03(a), an obligation that is required to be classified as, and expenses in respect of which are recognized as for, a capitalized lease for income statement reporting purposes in accordance with GAAP.

6 “Captive Insurance Subsidiary” means (i) any Subsidiary of Parent operating for the purpose of (a) insuring the businesses, operations or properties owned or operated by any direct or indirect parent of Parent, Parent or any of its Subsidiaries, including their future, present or former employee, director, officer, manager, contractor, consultant or advisor (or their respective estates, heirs, family members, spouses or former spouses), and related benefits and/or (b) conducting any activities or business incidental thereto (it being understood and agreed that activities which are relevant or appropriate to qualify as an insurance company for U.S. federal or state tax purposes shall be considered “activities or business incidental thereto”) or (ii) any Subsidiary of any such insurance subsidiary operating for the same purpose described in clause (i) above. “Cash Equivalents” means: (1) Dollars, Canadian Dollars, Pounds Sterling, Euros, Australian Dollars, the national currency of any participating member state of the European Union and, with respect to any Foreign Subsidiaries, other currencies held by such Foreign Subsidiary in the ordinary course of business; (2) securities issued or directly and fully guaranteed or insured by the United States, Canadian, United Kingdom or Japanese governments, a member state of the European Union or, in each case, any agency or instrumentality thereof, with maturities of 24 months or less from the date of acquisition; (3) money market deposits, certificates of deposit, time deposits, eurodollar time deposits, overnight bank deposits, demand deposits or bankers’ acceptances having maturities of not more than two years from the date of acquisition thereof and overnight bank deposits, in each case, issued by any bank, trust company or other financial institution (a) whose commercial paper is rated at least “P-2” or the equivalent thereof by S&P or Fitch or at least “A-2” or the equivalent thereof by Moody’s (or, if at the time, none of S&P, Fitch or Moody’s is rating such obligations, then a comparable rating from another nationally recognized statistical rating organization selected by Parent) or (b) having combined capital and surplus in excess of $500,000,000; (4) repurchase obligations for underlying securities of the types described in clauses (2), (3), (7), (8) and (9) entered into with any Person meeting the qualifications specified in clause (3) above; (5) securities with maturities of two years or less from the date of acquisition backed by standby letters of credit issued by any Person meeting the qualifications in clause (3) above; (6) commercial paper and variable or fixed rate notes issued by any Person meeting the qualifications specified in clause (3) above (or by the parent company thereof) maturing within two years after the date of acquisition thereof, or if no rating is available in respect of the commercial paper or variable or fixed rate notes, the issuer of which has an equivalent rating in respect of its long-term debt; (7) marketable short-term money market and similar securities having a rating of at least “P-2” from either S&P or Fitch or “A-2” from Moody’s (or, if at the time, none of S&P, Fitch or Moody’s is rating such obligations, then a comparable rating from another nationally recognized statistical rating organization selected by Parent);

7 (8) readily marketable direct obligations issued by any state, province, commonwealth or territory of the United States of America or any political subdivision, taxing authority or any agency or instrumentality thereof, rated BBB- (or the equivalent) or better by S&P or Fitch or Baa3 (or the equivalent) or better by Moody’s (or, if at the time, none of S&P, Fitch or Moody’s is rating such obligations, then a comparable rating from another Nationally Recognized Statistical Rating Organization selected by the Borrower) with maturities of not more than two years from the date of acquisition; (9) readily marketable direct obligations issued by any foreign government or any political subdivision, taxing authority or agency or instrumentality thereof, with a rating of “BBB-” or higher from S&P or Fitch or “Baa3” or higher by Moody’s or the equivalent of such rating by such rating organization (or, if at the time, none of S&P, Fitch or Moody’s is rating such obligations, then a comparable rating from another Nationally Recognized Statistical Rating Organization selected by the Borrower) with maturities of not more than two years from the date of acquisition; (10) Investments with average maturities of 24 months or less from the date of acquisition in money market funds with a rating of “A” or higher from S&P or Fitch or “A-2” or higher by Moody’s or the equivalent of such rating by such rating organization (or, if at the time, none of S&P, Fitch or Moody’s is rating such obligations, then a comparable rating from another Nationally Recognized Statistical Rating Organization selected by the Borrower); (11) with respect to any Foreign Subsidiary: (i) obligations of the national government of the country in which such Foreign Subsidiary maintains its chief executive office and principal place of business provided such country is a member of the Organization for Economic Cooperation and Development, in each case maturing within two years after the date of investment therein, (ii) certificates of deposit of, bankers’ acceptance of, or time deposits with, any commercial bank which is organized and existing under the laws of the country in which such Foreign Subsidiary maintains its chief executive office and principal place of business provided such country is a member of the Organization for Economic Cooperation and Development, and whose short-term commercial paper rating from S&P or Fitch is at least “P-2” or the equivalent thereof or from Moody’s is at least “A-2” or the equivalent thereof (any such bank being an “Approved Foreign Bank”), and in each case with maturities of not more than one year from the date of acquisition and (iii) the equivalent of demand deposit accounts which are maintained with an Approved Foreign Bank; (12) any investment company, money market, enhanced high yield, pooled or other investment fund investing 90% or more of its assets in instruments of the types specified in the clauses above; (13) other Investments in accordance with Parent’s cash management policies as approved by the Board of Directors (or a duly appointed committee thereof) as in effect on the Effective Date; (14) Indebtedness or Preferred Stock issued by Persons with a rating of “BBB- ” or higher from S&P or Fitch or “Baa3” or higher by Moody’s or the equivalent of such rating by such rating organization (or, if at the time, none of S&P or Moody’s is rating such obligations, then a comparable rating from another Nationally Recognized Statistical Rating Organization selected by the Borrower) with maturities of not more than two years from the date of acquisition;

8 (15) bills of exchange issued in the United States of America, Canada, the United Kingdom, Japan, a member state of the European Union eligible for rediscount at the relevant central bank and accepted by a bank (or any dematerialized equivalent); and (16) Investments in industrial development revenue bonds that (i) “re-set” interest rates not less frequently than quarterly, (ii) are entitled to the benefit of a remarketing arrangement with an established broker dealer and (iii) are supported by a direct pay letter of credit covering principal and accrued interest that is issued by any bank meeting the qualifications specified in clause (3) above. In the case of Investments by any Foreign Subsidiary or Investments made in a country outside the United States of America, Cash Equivalents shall also include (a) investments of the type and maturity described in the clauses above of foreign obligors, which Investments or obligors (or the parents of such obligors) have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies and (b) other short-term investments utilized by Foreign Subsidiaries in accordance with normal investment practices for cash management in investments analogous to the foregoing investments in the clauses above and in this paragraph. In addition, in the case of Investments by any Captive Insurance Subsidiary, Cash Equivalents shall also include (a) such Investments with average maturities of 12 months or less from the date of acquisition in issuers rated BBB- (or the equivalent thereof) or better by S&P or Fitch or Baa3 (or the equivalent thereof) or better by Moody’s, in each case at the time of such Investment and (b) any Investment with a maturity of more than 12 months that would otherwise constitute Cash Equivalents of the kind described in any of clauses of this definition above or clause (a) in this paragraph, if the maturity of such Investment was 12 months or less; provided that the effective maturity of such Investment does not exceed 15 years. Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clause (1) above, provided that such amounts are converted into any currency listed in clause (1) as promptly as practicable and in any event within 10 Business Days following the receipt of such amounts. For the avoidance of doubt, any items identified as Cash Equivalents under this definition will be deemed to be Cash Equivalents for all purposes under the Loan Documents regardless of the treatment of such items under GAAP. “Cash Management Agreement” means any agreement or arrangement to provide Cash Management Services to Parent or any Subsidiary. “Cash Management Bank” means any Person that (i) at the time it enters into a Cash Management Agreement, is a Lender or an Agent or an Affiliate of a Lender or an Agent, (ii) in the case of any Cash Management Agreement in effect on or prior to the Funding Date, is, as of the Funding Date or within 45 days thereafter, a Lender or an Agent or an Affiliate of a Lender or an Agent and a party to a Cash Management Agreement or (iii) within 45 days after the time it enters into the applicable Cash Management Agreement, becomes a Lender or an Affiliate of a Lender or an Agent, in each case, in its capacity as a party to such Cash Management Agreement. “Cash Management Services” means any of the following, (1) obligations in respect of any overdraft and related liabilities arising from treasury, depository, cash pooling arrangements, non-card e- payable services, settlement arrangements, treasury management services (including controlled disbursement services, overdraft automatic clearing house fund transfer services, return items and interstate depository network services), other demand deposit or operating account relationships, foreign exchange

9 facilities, merchant services, bilateral agreements, electronic fund transfer, treasury services and cash management services, including controlled disbursement services, working capital lines, lines of credit, overdraft facilities, foreign exchange facilities, deposit and other accounts and merchant services, or other cash management arrangements or any automated clearing house arrangements, (2) other obligations in respect of netting or setting off arrangements, credit, debit or purchase card programs, stored value card and similar arrangements and (3) obligations in respect of any other services related, ancillary or complementary to the foregoing (including any overdraft and related liabilities arising from treasury, depository, cash pooling arrangements and cash management services, corporate credit and purchasing cards and related programs or any automated clearing house transfers of funds). “Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued; provided further that in the case of Taxes imposed with respect to any Recipient, such adoption, change, making or action described above shall have occurred after the date on which such Recipient becomes a party hereto. “Change of Control” means an event by which both: (a) (i) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) other than any Significant Shareholder or any combination of Significant Shareholders becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934), directly or indirectly, of more than 50% of the equity securities of Parent or the Borrower entitled to vote for members of the board of directors or equivalent governing body of such Loan Party, measured by voting power rather than number of shares; (ii) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of Parent and its Subsidiaries, taken as a whole, to any “person” (as that term is used in Section 13(d) of the Securities Exchange Act of 1934) other than to Parent or one of its Subsidiaries; (iii) the consummation of a so-called “going private/Rule 13e-3 Transaction” that results in any of the effects described in paragraph (a)(3) of Rule 13e-3 under the Securities Exchange Act of 1934 (or any successor provision) with respect to each class of Parent’s common stock, following which any Significant Shareholder or any combination of Significant Shareholders “beneficially own” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934), directly or indirectly, more than 50% of the outstanding equity securities of Parent entitled to vote for members of the board of directors or equivalent governing body of Parent measured by voting power rather than number of shares; or (iv) the adoption of a plan relating to the liquidation, dissolution or winding up of Parent; and

10 (b) within 60 days after the occurrence of any event described in clauses (a)(i) to (iv), the Loan Parties shall not have procured and delivered to the Administrative Agent a rating of Parent’s non-credit enhanced, senior long-term debt from both of S&P and Moody’s of “BBB-” or better by S&P (or its equivalent under any successor rating category of S&P) and a rating of “Baa3” or better by Moody’s (or its equivalent under any successor rating category of Moody’s). “CME” means CME Group Benchmark Administration Limited. “Code” means the United States Internal Revenue Code of 1986, as amended. “Collateral” means all of the “Collateral” (or similar term) referred to in the Collateral Documents and all of the other property and assets that are or are required under the terms of this Agreement or the Collateral Documents to be subject to Liens in favor of the Collateral Agent for the benefit of the Secured Parties but excluding the Excluded Property or any similar term in any Collateral Document. “Collateral Agent” means JPMCB, acting through such of its Affiliates or branches as it may designate, in its capacity as collateral agent under any of the Loan Documents, or any successor collateral agent appointed pursuant to the Security Agreement. “Collateral Documents” means, collectively, the Security Agreement, each Intellectual Property Security Agreement, each of the collateral assignments, Security Agreement Supplements, Intellectual Property Security Agreement Supplements, security agreements, pledge agreements or other similar agreements delivered to the Collateral Agent pursuant to Section 6.12, Section 6.16 or Section 6.17, as applicable, and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Collateral Agent for the benefit of the Secured Parties. “Commitment” means, as to each Lender, its Tranche 1 Commitment, Tranche 2 Commitment Tranche 3 Commitment and/or any Incremental Term Commitment. “Communication” means this Agreement, any Loan Document and any document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to any Loan Document. “Compliance Certificate” means a certificate substantially in the form of Exhibit D. “Conforming Changes” means, with respect to the use, administration of or any conventions associated with SOFR, Term SOFR or any proposed Term SOFR Successor Rate, any conforming changes to the definitions of “Base Rate”, “SOFR”, “Term SOFR”, “Interest Period”, timing and frequency of determining rates and making payments of interest and other technical, administrative or operational matters (including, for the avoidance of doubt, the definitions of “Business Day” and “U.S. Government Securities Business Day”, timing of borrowing requests or prepayment, conversion or continuation notices and length of lookback periods) as may be appropriate, in the reasonable determination of the Administrative Agent (in consultation with the Borrower), to reflect the adoption and implementation of such applicable rate(s) and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice for Dollars (or, if the Administrative Agent reasonably determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such rate for Dollars exists, in such other manner of administration as the Administrative Agent determines (in consultation with the Borrower) is reasonably necessary in connection with the administration of this Agreement and any other Loan Document).

11 “consolidated” or “consolidated basis” means, with respect to Parent and its Subsidiaries, the consolidation of the accounts of each of the Subsidiaries with those of Parent in accordance with GAAP. “Consolidated Interest Charges” means, for any Measurement Period, for Parent and its Subsidiaries on a consolidated basis, the sum of, without duplication (a) all interest, premium payments, debt discount, fees, charges and related expenses of Parent and its Subsidiaries in connection with borrowed money (including capitalized interest), in each case to the extent treated as interest in accordance with GAAP, (b) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Permitted Securitization Financing and (c) the portion of rent expense of Parent and its Subsidiaries with respect to such period under Capital Leases that is treated as interest in accordance with GAAP. “Consolidated Net Income” means, for any Measurement Period, for Parent and its Subsidiaries on a consolidated basis, the net income of Parent and its Subsidiaries (excluding extraordinary gains and extraordinary losses and any gain or loss on early retirement of Indebtedness) for that period. “Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative to the foregoing. “Controlled Foreign Subsidiary” means any Subsidiary of Parent (or of any Subsidiary Guarantor) that is a “controlled foreign corporation” within the meaning of Section 957 of the Code. “Co-Syndication Agents” mean JPMCB, Bank of America, N.A., Goldman Sachs Bank USA, Citibank, N.A., Deutsche Bank Securities Inc., Royal Bank of Canada, Wells Fargo Securities, LLC, Barclays Bank PLC, BNP Paribas and Mizuho Bank, Ltd. in their capacities as co-syndication agents. “Covered Entity” has the meaning specified in Section 11.21. “Covered Party” has the meaning specified in Section 1.01(a). “Credit Agreement Amendment” means an amendment to the Revolving Credit Agreement providing for, among other things, the permissibility of the Liens to secure the Secured Obligations. “Daily Simple SOFR” means, for any day (a “SOFR Rate Day”), a rate per annum equal to SOFR for the day (such day “SOFR Determination Date”) that is five (5) U.S. Government Securities Business Days prior to (i) if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Borrower. If by 5:00 p.m. (New York City time) on the second (2nd) U.S. Government Securities Business Day immediately following any SOFR Determination Date, SOFR in respect of such SOFR Determination Date has not been published on the SOFR Administrator’s Website, then SOFR for such SOFR Determination Date will be SOFR as published in respect of the first preceding U.S. Government Securities Business Day for which such SOFR was published on the SOFR Administrator’s Website.

12 “Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, judicial management or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect. “Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default. “Default Rate” means an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2% per annum; provided, however, that with respect to a Term SOFR Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2% per annum. “Defaulting Lender” means, subject to Section 2.17(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder, or (ii) pay to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within two Business Days of the date when due, (b) has notified the Borrower or the Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s good faith determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, other than via an Undisclosed Administration (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, judicial manager, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.17(b)) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Borrower and each other Lender promptly following such determination. For purposes of this definition, “Undisclosed Administration” means, in relation to a Lender or its direct or indirect parent company, the appointment of a receiver, conservator, trustee, administrator, custodian or other similar official by a supervisory authority or regulator under or based on the law in the country where such Lender or such parent company is subject to home jurisdiction, if applicable law requires that such appointment not be publicly disclosed. “Designated Jurisdiction” means any country or territory to the extent that such country or territory itself is targeted by any comprehensive Sanctions.