Exhibit 10.1 CREDIT AGREEMENT dated as of July 1, 2025 among PROGYNY, INC., as the Parent Borrower, THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders and Issuing Banks, JPMORGAN CHASE BANK, N.A., as Administrative Agent and as Collateral Agent, JPMORGAN CHASE BANK, N.A., as Swingline Lender, JPMORGAN CHASE BANK, N.A., as Sole Lead Arranger and Sole Bookrunner, and BANK OF AMERICA, N.A., SILICON VALLEY BANK, A DIVISION OF FIRST CITIZENS BANK & TRUST, US BANK NATIONAL ASSOCIATION and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents

i TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS 1 Section 1.01. Defined Terms ................................................................................................................... 1 Section 1.02. Classification of Loans and Borrowings ......................................................................... 65 Section 1.03. Terms Generally .............................................................................................................. 65 Section 1.04. Accounting Terms; GAAP .............................................................................................. 66 Section 1.05. Representations and Warranties ...................................................................................... 70 Section 1.06. Timing of Payment and Performance .............................................................................. 70 Section 1.07. Times of Day ................................................................................................................... 70 Section 1.08. Currency Equivalents Generally ..................................................................................... 70 Section 1.09. Cashless Rollovers .......................................................................................................... 71 Section 1.10. Alternate Currencies ........................................................................................................ 72 Section 1.11. Letter of Credit Amounts ................................................................................................ 72 Section 1.12. Additional Borrowers; Parent Borrower as Representative ............................................ 73 ARTICLE 2 THE CREDITS 74 Section 2.01. Commitments .................................................................................................................. 74 Section 2.02. Loans and Borrowings .................................................................................................... 74 Section 2.03. Requests for Borrowings ................................................................................................. 75 Section 2.04. Swingline Loans .............................................................................................................. 76 Section 2.05. Letters of Credit .............................................................................................................. 77 Section 2.06. [Reserved] ....................................................................................................................... 82 Section 2.07. Funding of Borrowings ................................................................................................... 82 Section 2.08. Type; Interest Elections ................................................................................................... 83 Section 2.09. Termination and Reduction of Commitments ................................................................. 84 Section 2.10. Repayment of Loans; Evidence of Debt.......................................................................... 85 Section 2.11. Prepayment of Loans ....................................................................................................... 86 Section 2.12. Fees ................................................................................................................................. 87 Section 2.13. Interest ............................................................................................................................. 88 Section 2.14. Alternate Rate of Interest ................................................................................................ 89 Section 2.15. Increased Costs ................................................................................................................ 91 Section 2.16. Break Funding Payments ................................................................................................ 92 Section 2.17. Taxes ............................................................................................................................... 93 Section 2.18. Payments Generally; Allocation of Proceeds; Sharing of Payments ............................... 97 Section 2.19. Mitigation Obligations; Replacement of Lenders ........................................................... 98 Section 2.20. [Reserved] ..................................................................................................................... 100 Section 2.21. Defaulting Lenders ........................................................................................................ 100 Section 2.22. Incremental Credit Extensions ...................................................................................... 102 Section 2.23. Extensions of Loans and Revolving Credit Commitments ........................................... 107 ARTICLE 3 REPRESENTATIONS AND WARRANTIES 109 Section 3.01. Organization; Powers .................................................................................................... 109 Section 3.02. Authorization; Enforceability ........................................................................................ 109 Section 3.03. Governmental Approvals; No Conflicts ........................................................................ 109 Section 3.04. Financial Condition; No Material Adverse Effect ........................................................ 110 Section 3.05. Properties ....................................................................................................................... 110 Section 3.06. Litigation and Environmental Matters .......................................................................... 110 Section 3.07. Compliance with Laws .................................................................................................. 111

ii Section 3.08. Investment Company Status .......................................................................................... 111 Section 3.09. Taxes. ............................................................................................................................ 111 Section 3.10. ERISA ........................................................................................................................... 111 Section 3.11. Disclosure ...................................................................................................................... 111 Section 3.12. Solvency ........................................................................................................................ 112 Section 3.13. Capitalization and Subsidiaries ..................................................................................... 112 Section 3.14. Security Interest in Collateral ........................................................................................ 112 Section 3.15. Labor Disputes .............................................................................................................. 113 Section 3.16. Federal Reserve Regulations ......................................................................................... 113 Section 3.17. USA PATRIOT Act, Sanctions and Anti-Corruption Laws ......................................... 113 ARTICLE 4 CONDITIONS 113 Section 4.01. Closing Date .................................................................................................................. 113 Section 4.02. Each Credit Extension ................................................................................................... 116 ARTICLE 5 AFFIRMATIVE COVENANTS 116 Section 5.01. Financial Statements and Other Reports ....................................................................... 117 Section 5.02. Existence ....................................................................................................................... 120 Section 5.03. Payment of Taxes .......................................................................................................... 120 Section 5.04. Maintenance of Properties ............................................................................................. 120 Section 5.05. Insurance ....................................................................................................................... 120 Section 5.06. Inspections ..................................................................................................................... 121 Section 5.07. Maintenance of Book and Records ............................................................................... 121 Section 5.08. Compliance with Laws .................................................................................................. 121 Section 5.09. Hazardous Materials Activity ........................................................................................ 122 Section 5.10. Designation of Subsidiaries ........................................................................................... 122 Section 5.11. Use of Proceeds ............................................................................................................. 123 Section 5.12. Covenant to Guarantee Loan Document Obligations and Give Security ...................... 123 Section 5.13. [Reserved] ..................................................................................................................... 125 Section 5.14. [Reserved] ..................................................................................................................... 125 Section 5.15. Further Assurances ........................................................................................................ 125 Section 5.16. Conduct of Business ...................................................................................................... 125 Section 5.17. Post-Closing Actions ..................................................................................................... 126 ARTICLE 6 NEGATIVE COVENANTS 126 Section 6.01. Indebtedness .................................................................................................................. 126 Section 6.02. Liens .............................................................................................................................. 131 Section 6.03. No Further Negative Pledges ........................................................................................ 137 Section 6.04. Restricted Payments; Restricted Debt Payments ........................................................... 139 Section 6.05. [Reserved] ..................................................................................................................... 143 Section 6.06. Investments ................................................................................................................... 143 Section 6.07. Fundamental Changes; Disposition of Assets ............................................................... 148 Section 6.08. Sale and Lease-Back Transactions ................................................................................ 153 Section 6.09. Transactions with Affiliates .......................................................................................... 153 Section 6.10. [Reserved] ..................................................................................................................... 155 Section 6.11. [Reserved] ..................................................................................................................... 155 Section 6.12. Amendments of or Waivers with Respect to Restricted Debt ....................................... 155 Section 6.13. [Reserved] ..................................................................................................................... 155 Section 6.14. Use of Proceeds ............................................................................................................. 155 Section 6.15. Financial Covenants ...................................................................................................... 156

iii ARTICLE 7 [RESERVED] 157 ARTICLE 8 EVENTS OF DEFAULT 157 Section 8.01. Events of Default ........................................................................................................... 157 ARTICLE 9 THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT 160 Section 9.01. Authorization and Action .............................................................................................. 160 Section 9.02. Administrative Agent and Collateral Agent’s Reliance, Limitation of Liability, Etc. .. 163 Section 9.03. Posting of Communications. ......................................................................................... 164 Section 9.04. The Administrative Agent and the Collateral Agent Individually ................................ 165 Section 9.05. Successor Agents .......................................................................................................... 165 Section 9.06. Acknowledgements of Lenders and Issuing Banks ....................................................... 167 Section 9.07. Credit Bidding ............................................................................................................... 168 Section 9.08. Certain ERISA Matters ................................................................................................. 169 Section 9.09. Indemnification by Lenders .......................................................................................... 171 Section 9.10. Withholding Taxes ........................................................................................................ 171 Section 9.11. Miscellaneous ................................................................................................................ 171 Section 9.12. Release of Loan Guarantees; Collateral ........................................................................ 172 Section 9.13. Intercreditor Agreements ............................................................................................... 173 ARTICLE 10 MISCELLANEOUS 173 Section 10.01. Notices ........................................................................................................................... 173 Section 10.02. Waivers; Amendments .................................................................................................. 175 Section 10.03. Expenses; Indemnity ..................................................................................................... 184 Section 10.04. Waiver of Claim ............................................................................................................ 186 Section 10.05. Successors and Assigns ................................................................................................. 186 Section 10.06. Survival ......................................................................................................................... 193 Section 10.07. Counterparts; Integration; Effectiveness ....................................................................... 194 Section 10.08. Severability ................................................................................................................... 194 Section 10.09. Right of Setoff ............................................................................................................... 194 Section 10.10. Governing Law; Jurisdiction; Consent to Service of Process ....................................... 194 Section 10.11. Waiver of Jury Trial ...................................................................................................... 195 Section 10.12. Headings ........................................................................................................................ 196 Section 10.13. Confidentiality ............................................................................................................... 196 Section 10.14. No Fiduciary Duty ......................................................................................................... 197 Section 10.15. Several Obligations ....................................................................................................... 198 Section 10.16. USA PATRIOT Act ...................................................................................................... 198 Section 10.17. Disclosure ...................................................................................................................... 198 Section 10.18. Appointment for Perfection ........................................................................................... 198 Section 10.19. Interest Rate Limitation ................................................................................................. 198 Section 10.20. [Reserved] ..................................................................................................................... 198 Section 10.21. Conflicts ........................................................................................................................ 198 Section 10.22. Release of Guarantors ................................................................................................... 199 Section 10.23. Acknowledgement and Consent to Bail-In of Affected Financial Institutions ............. 199 Section 10.24. [Reserved]. .................................................................................................................... 200 Section 10.25. Acknowledgement Regarding Any Supported QFCs ................................................... 200 Section 10.26. Erroneous Payments ...................................................................................................... 201 Section 10.27. [Reserved] ..................................................................................................................... 203 Section 10.28. Acknowledgements of Lenders and Issuing Banks. ...................................................... 203

iv SCHEDULES: Schedule 1.01(a)(i) – Commitment Schedule Schedule 1.01(a)(ii) – Letter of Credit Commitment Schedule Schedule 1.01(e) – Immaterial Subsidiaries Schedule 1.01(f) – Subsidiary Guarantors Schedule 3.06 – Litigation and Environmental Matters Schedule 4.01(l) – Closing Date Undertakings Schedule 5.10 – Unrestricted Subsidiaries Schedule 5.17 – Post-Closing Actions Schedule 6.01 – Existing Indebtedness Schedule 6.02 – Existing Liens Schedule 6.03 – Negative Pledges Schedule 6.06 – Existing Investments Schedule 6.07 – Certain Dispositions Schedule 6.09 – Affiliate Transactions EXHIBITS: Exhibit A-1 – Form of Assignment and Assumption Exhibit A-2 – Form of Affiliated Lender Assignment and Assumption Exhibit B – [Reserved] Exhibit C – Form of Compliance Certificate Exhibit D – Form of Interest Election Request Exhibit E – [Reserved] Exhibit F – Form of Intercompany Note Exhibit G – Form of Promissory Note Exhibit H-1 – Form of Trademark Security Agreement Exhibit H-2 – Form of Patent Security Agreement Exhibit H-3 – Form of Copyright Security Agreement Exhibit I – Form of Solvency Certificate Exhibit J – [Reserved] Exhibit K – [Reserved] Exhibit L1-L4 – Forms of U.S. Tax Compliance Certificate Exhibit M – Form of Prepayment Notice Exhibit N – [Reserved] Exhibit O – [Reserved] Exhibit P – Form of Pari Passu Intercreditor Agreement Exhibit Q – Form of Junior Lien Intercreditor Agreement

1 CREDIT AGREEMENT CREDIT AGREEMENT, dated as of July 1, 2025 (this “Agreement”), by and among Progyny, Inc., a Delaware corporation, as the borrower (“Parent Borrower”), the Lenders and Issuing Banks from time to time party hereto, JPMorgan Chase Bank, N.A. (“JPM”), in its capacity as administrative agent (in such capacity, together with its successors and permitted assigns, the “Administrative Agent”) and as collateral agent for the Lenders (in such capacity, together with its successors and permitted assigns, the “Collateral Agent”), JPM, as Swingline Lender, and JPM, as sole lead arranger and sole bookrunner (in such capacities, the “Arranger”). RECITALS A. The Parent Borrower has requested that the Lenders make available to the Parent Borrower a revolving credit facility with aggregate Commitments in an amount equal to $200,000,000, the proceeds of which shall be used by the Parent Borrower for the purposes permitted under, and otherwise in accordance with and subject to the terms of, this Agreement. B. The Lenders are willing to make available a revolving credit facility on the terms and subject to the conditions set forth herein. C. Accordingly, the parties hereto agree as follows: ARTICLE 1 DEFINITIONS Section 1.01. Defined Terms. As used in this Agreement, the following terms have the meanings specified below: “ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, bear interest at a rate determined by reference to the Alternate Base Rate. “Acceptable Intercreditor Agreement” means any Pari Passu Intercreditor Agreement, any Junior Lien Intercreditor Agreement or another intercreditor agreement that is reasonably satisfactory to the Administrative Agent and the Parent Borrower (which may, if applicable, include a payment “waterfall”). “ACH” means automated clearing house transfers. “Additional Agreement” has the meaning assigned to such term in Section 9.13. “Additional Borrower” has the meaning assigned to such term in Section 1.12(a). “Additional Commitment” means any commitment hereunder added pursuant to Sections 2.22, 2.23 or 10.02(c). “Additional Credit Facilities” means any credit facilities added pursuant to Sections 2.22, 2.23 or 10.02(c). “Additional Lender” has the meaning assigned to such term in Section 2.22(b).

2 “Additional Letter of Credit Facility” means any facility established by the Parent Borrower and/or any Restricted Subsidiary outside of this Agreement to obtain letters of credit, bank guarantees, bankers acceptances or other similar instruments required by customers, suppliers, landlords, regulators or Governmental Authorities or otherwise in the ordinary course of business. “Additional Loans” means any Additional Revolving Loans and any Additional Term Loans. “Additional Revolving Credit Commitment” means any revolving credit commitment added pursuant to Sections 2.22, 2.23 or 10.02(c)(ii). “Additional Revolving Credit Exposure” means, with respect to any Lender at any time, the aggregate Outstanding Amount at such time of all Additional Revolving Loans of such Lender, plus the aggregate amount at such time of such Lender’s LC Exposure and Swingline Exposure, in each case, attributable to its Additional Revolving Credit Commitment. “Additional Revolving Facility” means any revolving credit facility added pursuant to Sections 2.22, 2.23 or 10.02(c)(ii). “Additional Revolving Lender” means any Lender with an Additional Revolving Credit Commitment or any Additional Revolving Credit Exposure. “Additional Revolving Loans” means any revolving loan added pursuant to Sections 2.22, 2.23 or 10.02(c)(ii). “Additional Term Loan Commitment” means any term loan commitment added pursuant to Sections 2.22 or 10.02(c)(i). “Additional Term Loans” means any term loan added pursuant to Sections 2.22 or 10.02(c)(i). “Adjustment Date” means the date that is three Business Days following the date both of the following have been delivered: (i) the financial statements required to be delivered pursuant to Section 5.01(a) or Section 5.01(b), as applicable and (ii) the corresponding Compliance Certificate required to be delivered pursuant to Section 5.01(c). “Administrative Agent” has the meaning assigned to such term in the preamble to this Agreement. “Administrative Questionnaire” has the meaning assigned to such term in Section 2.22(d). “Adverse Proceeding” means any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration (whether or not purportedly on behalf of the Parent Borrower or any of its Restricted Subsidiaries) at law or in equity, or before or by any Governmental Authority, domestic or foreign, whether pending or, to the knowledge of the Parent Borrower or any of its Restricted Subsidiaries, threatened in writing, against or affecting the Parent Borrower or any of its Restricted Subsidiaries or any property of the Parent Borrower or any of its Restricted Subsidiaries. “Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution. “Affiliate” means, as applied to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with, that Person.

3 “Affiliated Lender” means any Non-Debt Fund Affiliate, the Parent Borrower and/or any of its Subsidiaries. “Affiliated Lender Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Affiliated Lender (with the consent of any party whose consent is required by Section 10.05) and accepted by the Administrative Agent in the form of Exhibit A-2 or any other form approved by the Administrative Agent and the Parent Borrower. “Agent Fee Letter” means the Fee Letter, dated as of May 21, 2025, by and among, inter alios, the Parent Borrower and the Administrative Agent. “Agents” means each of the Administrative Agent, the Collateral Agent and any other Person appointed under the Loan Documents to serve in an agent or similar capacity. “Agreement” has the meaning assigned to such term in the preamble to this Credit Agreement. “Alternate Base Rate” means, for any day, a rate per annum equal to the highest of (a) the NYFRB Rate in effect on such day plus 0.50%, (b) to the extent ascertainable, Term SOFR (which rate shall be calculated based upon an Interest Period of one month and shall be determined on a daily basis based on the rate determined on such day for such Interest Period at 11:00 a.m.) plus 1.00%, (c) the Prime Rate and (d) if Term SOFR is not ascertainable, 1.00%. Any change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate or Term SOFR, as the case may be, shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or Term SOFR, as the case may be. If the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 2.14 with respect to any Loans, then the Alternate Base Rate shall be the greater of clauses (a), (c) and (d) above and shall be determined without reference to clause (b) above. “Alternate Currency” means in the case of Revolving Loans and Letters of Credit, each currency that is approved in accordance with Section 1.10. “Anti-Corruption Laws” means the U.S. Foreign Corrupt Practices Act of 1977 and all other laws, rules, and regulations of any jurisdiction applicable to the Parent Borrower or any of its Subsidiaries relating to bribery or corruption. “Applicable Charges” has the meaning assigned to such term in Section 10.19. “Applicable Parties” has the meaning assigned to such term in Section 9.03(c). “Applicable Percentage” means (a) with respect to any Term Lender of any Class, a percentage equal to a fraction the numerator of which is the aggregate outstanding principal amount of any Additional Term Loans and unused Additional Term Loan Commitments of such Term Lender under such Class and the denominator of which is the aggregate outstanding principal amount of any Additional Term Loans and unused Additional Term Loan Commitments of all Term Lenders under such Class and (b) with respect to any Revolving Lender of any Class, the percentage of the aggregate amount of the Revolving Credit Commitments of such Class represented by such Lender’s Revolving Credit Commitment of such Class; provided that for purposes of Section 2.21 and otherwise herein, when there is a Defaulting Lender, such Defaulting Lender’s Revolving Credit Commitment shall be disregarded for any relevant calculation. In the case of clause (b), in the event that the Revolving Credit Commitments of any Class have expired or been terminated, the Applicable Percentage of any Revolving Lender of such Class shall be determined on the basis of the Revolving Credit Exposure of such Revolving Lender with

4 respect to such Class, giving effect to any assignments and to any Revolving Lender’s status as a Defaulting Lender at the time of determination. “Applicable Rate” means, for Revolving Loans, the applicable rate per annum set forth below under the caption “ABR Spread” or “Term SOFR Rate Spread”, based upon the Total Leverage Ratio as of the last day of the most recently ended Test Period; provided that until the first Adjustment Date following the completion of one full Fiscal Quarter ended after the Closing Date, the “Applicable Rate” for any Revolving Loans shall be the applicable rate per annum set forth below in Category 1. Category Total Leverage Ratio Term SOFR Rate Spread ABR Spread 1 < 1.00 to 1.00 1.50% 0.50% 2 > 1.00 to 1.00 but < 2.00 to 1.00 1.75% 0.75% 3 > 2.00 to 1.00 2.00% 1.00% The Applicable Rate for Revolving Loans shall be adjusted quarterly on a prospective basis on each Adjustment Date based upon the Total Leverage Ratio in accordance with the table above; provided that if financial statements are not delivered when required pursuant to Section 5.01(a) or (b), as applicable, along with a corresponding Compliance Certificate when required pursuant to Section 5.01(c), the “Applicable Rate” for Revolving Loans shall be the rate per annum set forth above in Category 3 for the period commencing three Business Days after such required date of delivery and ending on the date which is three Business Days after such financial statements are delivered in compliance with Section 5.01(a) or (b), as applicable along with a corresponding Compliance Certificate in compliance with Section 5.01(c). In the event that the Administrative Agent and the Parent Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Rate for any period (an “Applicable Period”) than the Applicable Rate applied for such Applicable Period, then (i) the Parent Borrower shall as soon as practicable deliver to the Administrative Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Rate shall be determined as if the pricing level for such higher Applicable Rate were applicable for such Applicable Period and (iii) the Parent Borrower shall within three Business Days thereof pay to the Administrative Agent the accrued additional amount owing as a result of such increased Applicable Rate for such Applicable Period, which payment shall be promptly applied by the Administrative Agent in accordance with this Agreement. This paragraph shall not limit the rights of Administrative Agent and Lenders with respect to Section 2.13 and Article 8. The Applicable Rate for any other Class of Additional Revolving Loans or Additional Term Loans shall be as set forth in the applicable Refinancing Amendment, Incremental Facility Amendment or Extension Amendment. “Approved Commercial Bank” means a commercial bank with a consolidated combined capital surplus of at least $5,000,000,000. “Approved Electronic Platform” has the meaning assigned to such term in Section 9.03(a). “Approved Fund” means, with respect to any Lender, any Person (other than a natural person or any investment vehicle, holding company, or trust established primarily for the benefit of a natural

5 person) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities and is administered, advised or managed by (a) such Lender, (b) any Affiliate of such Lender or (c) any entity or any Affiliate of any entity that administers, advises or manages such Lender. “Arranger” has the meaning assigned to such term in the preamble to this Agreement. “Assignment Agreement” means, collectively, each Assignment and Assumption and each Affiliated Lender Assignment and Assumption. “Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 10.05), and accepted by the Administrative Agent in the form of Exhibit A-1 or any other form approved by the Administrative Agent and the Parent Borrower. “ASU” has the meaning assigned to such term in Section 1.04(c). “Availability Period” means the period from and including the Closing Date to but excluding the earliest of (a) the date of termination of the Initial Revolving Credit Commitments pursuant to Section 2.09, (b) the date of termination of the Initial Revolving Credit Commitment of each Initial Revolving Lender to make Initial Revolving Loans and the obligation of each Issuing Bank to issue Letters of Credit pursuant to Section 2.05 and (c) the Initial Revolving Credit Maturity Date. “Available Amount” means, at any time, an amount equal to, without duplication: (a) the sum of: (i) the greater of $72,100,000 and 35% of Consolidated Adjusted EBITDA as of the last day of the most recently ended Test Period; plus (ii) the CNI Growth Amount; plus (iii) the amount of any capital contributions or other proceeds of any issuance of Capital Stock of the Parent Borrower (other than any amounts (v) relied on to incur Indebtedness pursuant to Section 6.01(v), (w) constituting a Cure Amount, (x) constituting an Available Excluded Contribution Amount or proceeds of an issuance of Disqualified Capital Stock, (y) received from the Parent Borrower or any Restricted Subsidiary or (z) consisting of the proceeds of any loan or advance made pursuant to Section 6.06(h)(ii)) received as Cash equity by the Parent Borrower or any of its Restricted Subsidiaries, plus the fair market value, as determined by the Parent Borrower in good faith, of Cash Equivalents, marketable securities or other property received by the Parent Borrower or any Restricted Subsidiary as a capital contribution or in return for any issuance of Capital Stock (other than any amounts (v) relied on to incur Indebtedness pursuant to Section 6.01(v), (w) constituting a Cure Amount, (x) constituting an Available Excluded Contribution Amount or proceeds of any issuance of Disqualified Capital Stock or (y) received from the Parent Borrower or any Restricted Subsidiary), in each case, during the period from and including the day immediately following the Closing Date through and including such time; plus (iv) the aggregate principal amount of any Indebtedness or Disqualified Capital Stock, in each case, of the Parent Borrower or any Restricted Subsidiary issued after the Closing Date (other than Indebtedness or such Disqualified Capital Stock issued to the Parent Borrower or

6 any Restricted Subsidiary), which has been converted into or exchanged for Capital Stock of the Parent Borrower that does not constitute Disqualified Capital Stock, together with the fair market value of any Cash or Cash Equivalents (as determined by the Parent Borrower in good faith) and the fair market value (as determined by the Parent Borrower in good faith) of any property or assets received by the Parent Borrower or any Restricted Subsidiary upon such exchange or conversion, in each case, during the period from and including the day immediately following the Closing Date through and including such time; plus (v) the net proceeds received by the Parent Borrower or any Restricted Subsidiary during the period from and including the day immediately following the Closing Date through and including such time in connection with the Disposition to any Person (other than the Parent Borrower or any Restricted Subsidiary) of any Investment made pursuant to Section 6.06(r)(i); plus (vi) to the extent not already reflected as a return of capital with respect to such Investment for purposes of determining the amount of such Investment, the proceeds received by the Parent Borrower or any Restricted Subsidiary during the period from and including the day immediately following the Closing Date through and including such time in connection with cash returns, cash profits, cash distributions and similar cash amounts, including cash principal repayments of loans and interest payments on loans, in each case received in respect of any Investment made after the Closing Date pursuant to Section 6.06(r)(i) or, without duplication, otherwise received by the Parent Borrower or any Restricted Subsidiary from an Unrestricted Subsidiary (including any proceeds received on account of any issuance of Capital Stock by any Unrestricted Subsidiary (other than solely on account of the issuance of Capital Stock to the Parent Borrower or any Restricted Subsidiary)), in each case, in an amount not to exceed the original amount of such Investment; plus (vii) an amount equal to the sum of (A) the amount of any Investments by the Parent Borrower or any Restricted Subsidiary made pursuant to Section 6.06(r)(i) in any Unrestricted Subsidiary that has been re-designated as a Restricted Subsidiary, (B) the amount of any Investments by the Parent Borrower or any Restricted Subsidiary made pursuant to Section 6.06(r)(i) in any Unrestricted Subsidiary or any Joint Venture that has been merged, consolidated or amalgamated with or into, or is liquidated, wound up or dissolved into, the Parent Borrower or any Restricted Subsidiary and (C) to the extent that the Parent Borrower’s or a Restricted Subsidiary’s Investments in any Unrestricted Subsidiary or Joint Venture have been made pursuant to Section 6.06(r)(i), the fair market value (as determined by the Parent Borrower in good faith) of the property or assets of any Unrestricted Subsidiary or any Joint Venture that have been transferred, conveyed or otherwise distributed to the Parent Borrower or any Restricted Subsidiary, in each case, during the period from and including the day immediately following the Closing Date through and including such time; minus (b) an amount equal to the sum of (i) Restricted Payments made pursuant to Section 6.04(a)(iii)(A), plus (ii) Restricted Debt Payments made pursuant to Section 6.04(b)(vi)(A), plus (iii) Investments made pursuant to Section 6.06(r)(i), in each case, after the Closing Date and prior to such time or contemporaneously therewith. “Available Excluded Contribution Amount” means the aggregate amount of Cash or Cash Equivalents or the fair market value of other assets or property (as determined by the Parent Borrower in good faith, but excluding any (w) amounts that were relied on to incur Indebtedness pursuant to Section 6.01(v), (x) Cure Amounts and (y) amounts that are applied to increase the Available Amount) received by the Parent Borrower or any of its Restricted Subsidiaries after the Closing Date from:

7 (1) contributions in respect of Qualified Capital Stock of the Parent Borrower (other than any amounts or other assets received from the Parent Borrower or any of its Restricted Subsidiaries), and (2) the sale of Qualified Capital Stock of the Parent Borrower (other than (x) to the Parent Borrower or any Restricted Subsidiary of the Parent Borrower, (y) pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or (z) with the proceeds of any loan or advance made pursuant to Section 6.06(h)(ii)), in each case, designated as an Available Excluded Contribution Amount pursuant to a certificate of a Responsible Officer on or promptly after the date the relevant capital contribution is made or the relevant proceeds are received, as the case may be, and which are excluded from the calculation of the Available Amount. “Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such Benchmark (or component thereof) or payment period for interest calculated with reference to such Benchmark (or component thereof), as applicable, that is or may be used for determining the length of an Interest Period for any term rate or otherwise, for determining any frequency of making payments of interest calculated pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause (c) of Section 2.14. “Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution. “Bail-In Legislation” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings). “Banking Services” means each and any of the following bank services: commercial credit cards, stored value cards, debit cards, purchasing cards, treasury management services, netting services, overdraft protections, check drawing services, automated payment services (including depository, overdraft, controlled disbursement, ACH transactions, return items and interstate depository network services), employee credit card programs, cash pooling services, foreign exchange and currency management services and any arrangements or services similar to any of the foregoing and/or otherwise in connection with Cash management and Deposit Accounts. “Banking Services Obligations” means any and all obligations of the Parent Borrower or any Restricted Subsidiary, whether absolute or contingent and however and whenever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) (a) under any arrangement that is in effect on the Closing Date between the Parent Borrower or any Restricted Subsidiary and a counterparty that is (or is an Affiliate of) the Administrative Agent, any Lender or the Arranger as of the Closing Date or any other Person reasonably acceptable to the Administrative Agent or (b) under any arrangement that is entered into after the Closing Date by the Parent Borrower or any Restricted Subsidiary with any counterparty that is (or is an Affiliate of) the Administrative Agent, any Lender or the Arranger at the time such arrangement is entered into or any

8 other Person reasonably acceptable to the Administrative Agent, in each case, in connection with Banking Services, it being understood that each counterparty thereto shall be deemed (A) to appoint each of the Administrative Agent and the Collateral Agent as its agent under the applicable Loan Documents and (B) to agree to be bound by the provisions of Article 9, Section 10.03 and Section 10.10 and each Acceptable Intercreditor Agreement, in each case as if it were a Lender. “Bankruptcy Code” means Title 11 of the United States Code (11 U.S.C. § 101 et seq.). “Benchmark” means, initially, Term SOFR; provided that if a Benchmark Transition Event, and the related Benchmark Replacement Date have occurred with respect to Term SOFR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (b) of Section 2.14. “Benchmark Replacement” means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date; (1) Daily Simple SOFR; or (2) the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Parent Borrower as the replacement for the then-current Benchmark for the applicable tenor or interest payment period giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for Dollar-denominated syndicated credit facilities at such time and (b) the related Benchmark Replacement Adjustment. If the Benchmark Replacement as determined pursuant to clause (1) or (2) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents. “Benchmark Replacement Adjustment” means, with respect to any replacement of the then- current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Parent Borrower for the applicable tenor or interest payment period giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date and/or (ii) any evolving or then- prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities. “Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Alternate Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or

9 operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents). “Benchmark Replacement Date” means, with respect to any Benchmark, the earliest to occur of the following events with respect to such then-current Benchmark: (1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or (2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or component thereof) have been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be no longer representative; provided, that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (3) and even if such Benchmark (or component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date. For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof). “Benchmark Transition Event” means, with respect to any Benchmark, the occurrence of one or more of the following events with respect to such then-current Benchmark: (1) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof); (2) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the NYFRB, the Term SOFR Administrator, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such

10 component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), in each case, which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof); or (3) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer be, representative. For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof). “Benchmark Unavailability Period” means, with respect to any Benchmark, the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.14 and (y) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.14. “Beneficial Ownership Certification” means a certification regarding beneficial ownership as 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 Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”. “Board” means the Board of Governors of the Federal Reserve System of the U.S. “Bona Fide Debt Fund” means any debt fund, investment vehicle, regulated bank entity or unregulated lending entity that is primarily engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of business for financial investment purposes and which is managed, sponsored or advised by any Person controlling, controlled by or under common control with any Person that is otherwise a Disqualified Institution, 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) directly or indirectly makes, has the right to make or participates with others in making any investment decisions, or otherwise causing the direction of the investment policies, with respect to such debt fund, investment vehicle, regulated bank entity or unregulated lending entity or (ii) has access to any information (other than information that is publicly available) relating to the Parent Borrower or its 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

11 include any Person that is separately identified to the Arranger or the Administrative Agent in accordance with clause (a)(i) or (a)(ii) of the definition of “Disqualified Institution” or any reasonably identifiable Affiliate of any such Person solely on the basis of similarity of such Affiliate’s name. “Borrower” means, as the context may require, the Parent Borrower and/or any Additional Borrower. “Borrower Communications” means, collectively, any Borrowing Request, Interest Election Request, notice of prepayment, notice requesting the issuance, amendment or extension of a Letter of Credit or other notice, demand, communication, information, document or other material provided by or on behalf of the Parent Borrower or any Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Parent Borrower to the Administrative Agent through an Approved Borrower Portal. “Borrowing” means any Loans of the same Type and Class made, converted or continued on the same date and as to which a single Interest Period is in effect. “Borrowing Request” means a request by a Borrower for a Borrowing in accordance with Section 2.03 and substantially in the form provided by the Administrative Agent to the Parent Borrower prior to the Closing Date or such other form that is reasonably acceptable to the Administrative Agent and the Parent Borrower. “Business Day” means (a) any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed and (b) when used in connection with a Term SOFR Loan, the term “Business Day” shall also exclude any day that is not a U.S. Government Securities Business Day. “Capital Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation or exempted company, any and all equivalent ownership interests in a Person (other than a corporation or exempted company), including partnership interests and membership interests, and any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing, but excluding any Permitted Bond Hedge Transaction, any Permitted Warrant Transaction, and excluding for the avoidance of doubt any Convertible Indebtedness and any other Indebtedness convertible into or exchangeable for any of the foregoing. “Captive Insurance Subsidiary” means any Restricted Subsidiary of the Parent Borrower that is subject to regulation as an insurance company (or any Restricted Subsidiary thereof). “Cash” or “cash” means money, currency or a credit balance in any Deposit Account, in each case determined in accordance with GAAP. “Cash Equivalents” means, as at any date of determination, (a) marketable securities (i) issued or directly and unconditionally guaranteed or insured as to interest and principal by the U.S., U.K., Canada or a member state of the European Union or any political subdivision of any of the foregoing or (ii) issued by any agency or instrumentality of the U.S., U.K., Canada or a member state of the European Union or any political subdivision of any of the foregoing, the obligations of which are backed by the full faith and credit of the U.S., U.K., Canada or a member state of the European Union or any political subdivision of any of the foregoing, in each case maturing within two years after such date and, in each case, including repurchase agreements and reverse repurchase agreements relating thereto; (b) marketable direct obligations issued by any state of the U.S. or any political subdivision of any such state or any public instrumentality thereof or by any foreign government, in each case maturing within two years after

12 such date and having, at the time of the acquisition thereof, a rating of either (i) at least A-2 from S&P or at least P-2 from Moody’s or (y) at least BBB+ from S&P or at least Baa1 from Moody’s (or, in each case, if at any time neither S&P nor Moody’s shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency) and, in each case, repurchase agreements and reverse repurchase agreements relating thereto; (c) commercial paper maturing no more than one year from the date of creation thereof and having, at the time of the acquisition thereof, a rating of either (x) at least A-2 from S&P or at least P-2 from Moody’s or (y) at least BBB+ from S&P or at least Baa1 from Moody’s (or, in each case, if at any time neither S&P nor Moody’s shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency); (d) deposits, money market deposits, time deposit accounts, certificates of deposit or bankers’ acceptances (or similar instruments) issued or accepted by any Lender or by any bank organized under, or authorized to operate as a bank under, the laws of the U.S., any state thereof or the District of Columbia or any political subdivision thereof or any foreign bank or its branches or agencies and that has capital and surplus of not less than $75,000,000 and, in each case, repurchase agreements and reverse repurchase agreements relating thereto; (e) securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any commercial bank having capital and surplus of not less than $75,000,000; (f) Indebtedness or Preferred Capital Stock issued by Persons with a rating of at least BBB- from S&P or at least Baa3 from Moody’s (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another nationally recognized statistical rating agency) with maturities of 12 months or less from the date of acquisition; (g) bills of exchange issued in the U.S., U.K., Canada or a member state of the European Union eligible for rediscount at the relevant central bank and accepted by a bank (or any dematerialized equivalent); (h) shares of any money market mutual fund that has (i) substantially all of its assets invested in the types of investments referred to in clauses (a) through (g) above, (ii) net assets of not less than $250,000,000 and (iii) a rating of either (x) at least A-2 from S&P or at least P-2 from Moody’s or (y) at least BBB+ from S&P or at least Baa1 from Moody’s (or, in each case, if at any time either S&P or Moody’s are not rating such fund, an equivalent rating from another nationally recognized statistical rating agency); (i) solely with respect to any Captive Insurance Subsidiary, any investment that such Captive Insurance Subsidiary is not prohibited to make in accordance with applicable law; (j) any cash equivalents (as determined in accordance with GAAP); (k) shares or other interests of any investment company, money market mutual fund or other money market or enhanced high yield fund that invests 95% or more of its assets in instruments of the types specified in clauses (a) through (j) above (which investment company or fund may also hold Cash pending investment or distribution); and (l) investment grade corporate bonds maturing no more than one year from any applicable date of determination issued by Persons with a rating of at least A-1 from S&P or at least P-1 from Moody’s (or, in each case, if at any time either S&P or Moody’s are not rating such Person or such Bond, as applicable, an equivalent rating from another nationally recognized statistical rating agency). The term “Cash Equivalents” shall also include (x) credit card receivables, (y) Investments of the type and maturity described in the definition of “Cash Equivalents” of foreign obligors, which Investments or obligors (or the parent companies thereof) have the ratings (if any) described in such clauses or equivalent ratings from comparable foreign rating agencies and (z) other short-term Investments utilized by Foreign Subsidiaries in accordance with normal investment practices for cash management in Investments analogous to the Investments described in the definition of “Cash Equivalents” and in this paragraph. “Change in Law” means (a) the adoption of any law, rule or regulation after the Closing Date, (b) any change in any law, rule or regulation or in the interpretation, implementation or application thereof by any Governmental Authority after the Closing Date or (c) compliance by any Lender or any Issuing Bank (or, for purposes of Section 2.15(b), by any lending office of such Lender or such Issuing Bank or by such Lender’s or such Issuing Bank’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the

13 Closing Date (other than any such request, guideline or directive to comply with any law, rule or regulation that was in effect on the Closing Date). For purposes of this definition and Section 2.15, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof and (y) all requests, rules, guidelines, requirements or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or U.S. regulatory authorities, in each case pursuant to Basel III, shall in each case described in clauses (a), (b) and (c) above, be deemed to be a Change in Law, regardless of the date enacted, adopted, issued or implemented. “Change of Control” means (i) at any time, any Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act), but excluding (x) any Employee Benefit Plan and/or Person acting as the trustee, agent or other fiduciary or administrator therefor and (y) any underwriter in connection with any public offering, shall have acquired beneficial ownership of 50% or more on a fully diluted basis of the voting and/or economic interest in the Capital Stock of the Parent Borrower, (ii) any Additional Borrower (if any) shall cease to be a Wholly-Owned Subsidiary of the Parent Borrower other than as a result of a transaction with respect to such Borrower that is permitted by Section 6.07(a) or (c) or (iii) a “Change of Control” (or any equivalent term) shall occur with respect to any Indebtedness with an outstanding principal amount in excess of the Threshold Amount. Notwithstanding the foregoing, a transaction in which the Parent Borrower becomes a direct subsidiary of a newly-formed passive holding company (such Person, the “New Parent”) shall not constitute a Change in Control if the equityholders of the New Parent immediately after giving effect to such transaction beneficially own, directly or indirectly through one or more intermediaries, the voting and/or economic interests in the Capital Stock of the New Parent substantially in proportion to their holdings of the voting and/or economic interests in the Capital Stock of the Parent Borrower immediately prior to giving effect to such transaction. Notwithstanding the preceding clauses or any provision of Section 13d-3 of the Exchange Act as in effect on the Closing Date, a Person or group will not be deemed to beneficially own the Capital Stock of another Person as a result of its ownership of the Capital Stock or other securities of such other Person’s parent entity (or related contractual rights) unless it owns 50% or more of the total voting power of the Capital Stock entitled to vote for the election of directors or board of managers of such parent entity. “Charge” means any fee, loss, charge, expense, cost, accrual or reserve of any kind. “Class”, when used in reference to (a) any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Additional Term Loans of any series established as a separate “Class” pursuant to Sections 2.22 or 10.02(c)(i), Initial Revolving Loans or Additional Revolving Loans of any series established as a separate “Class” pursuant to Sections 2.22, 2.23 or 10.02(c)(ii) or Swingline Loans, (b) any Commitment, refers to whether such Commitment is an Additional Term Loan Commitment of any series established as a separate “Class” pursuant to Sections 2.22 or 10.02(c)(i), an Initial Revolving Credit Commitment or an Additional Revolving Credit Commitment of any series established as a separate “Class” pursuant to Sections 2.22, 2.23 or 10.02(c)(ii), (c) any Lender, refers to whether such Lender has a Loan or Commitment of a particular Class and (d) any Revolving Credit Exposure, refers to whether such Revolving Credit Exposure is attributable to a Revolving Credit Commitment of a particular Class (or Revolving Loans incurred or Letters of Credit issued under a Revolving Credit Commitment of a particular Class).

14 “Closing Date” means the first date on which each condition set forth in Section 4.01 is satisfied or waived (in accordance with Section 10.02), which is the date of this Agreement. “CNI Growth Amount” means, at any date of determination, an amount (which amount shall not be less than zero) equal to 50% of Consolidated Net Income for the cumulative period from July 1, 2025 to and including the last day of the most recently ended Fiscal Quarter of the Parent Borrower prior to such date for which consolidated financial statements required pursuant to Section 5.01(a) or (b) have been delivered (treated as one accounting period). “Code” means the Internal Revenue Code of 1986, as amended from time to time. “Collateral” means any and all property of any Loan Party subject to a Lien under any Collateral Document and any and all other property of any Loan Party, now existing or hereafter acquired, that is or becomes subject to a Lien pursuant to any Collateral Document to secure the Obligations. For the avoidance of doubt, in no event shall “Collateral” include any Excluded Asset, unless specifically consented to in writing by the Parent Borrower. “Collateral Agent” has the meaning assigned to such term in the preamble to this Credit Agreement. “Collateral and Guarantee Requirement” means, at any time, subject to (x) the applicable limitations set forth in this Agreement and/or any other Loan Document (including any Acceptable Intercreditor Agreement) and (y) the time periods (and extensions thereof) set forth in Section 5.12 or Section 5.17, as applicable, the requirement that in the case of any Person that becomes (or is required to become) a Loan Party after the Closing Date (and with respect to the Parent Borrower with respect to clause (D) below), (i) the Administrative Agent shall have received (A) a Guarantee Supplement or such other documents in form reasonably acceptable to the Administrative Agent, in each case, to cause such Person to Guarantee the Obligations and become a Subsidiary Guarantor, (B) supplements to the applicable Collateral Documents (or, at the option of the Loan Party, new Collateral Documents in substantially similar form or such other form reasonably satisfactory to the Collateral Agent), if applicable, in the form specified therefor or otherwise reasonably acceptable to the Collateral Agent and (C) an executed joinder to any Acceptable Intercreditor Agreement that is then applicable in substantially the form attached as an exhibit thereto and (ii) except as otherwise contemplated by this Agreement or any Collateral Document, all original securities, instruments and chattel paper required to be delivered to the Collateral Agent pursuant to the terms of the Collateral Documents, shall have been delivered to the Collateral Agent (or its bailee pursuant to the terms of any Acceptable Intercreditor Agreement) and all documents and instruments, including UCC financing statements and filings with the United States Copyright Office and the United States Patent and Trademark Office covering United States issued Patents and registered Trademarks (and pending applications for the foregoing) and registered Copyrights, and all other actions reasonably requested by the Collateral Agent (including those required by applicable Requirements of Law) or otherwise required pursuant to a Collateral Document to be delivered, filed, registered or recorded to create the Liens intended to be created by the Collateral Documents (in each case, including any supplements thereto) and perfect and/or protect such Liens to the extent required by, and with the priority required by, the Collateral 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 Collateral Document. “Collateral Documents” means, collectively, each document, agreement or instrument pursuant to which a Lien securing any of the Obligations is granted (or purported to be granted), and any supplement to any of the foregoing delivered to the Administrative Agent and/or the Collateral Agent pursuant to the definition of “Collateral and Guarantee Requirement”.

15 “Commercial Letter of Credit” means any Letter of Credit issued for the purpose of providing the primary payment mechanism in connection with the purchase of any materials, goods or services by any Person in the ordinary course of business of such Person. “Commitment” means, with respect to each Lender, such Lender’s Initial Revolving Credit Commitment and Additional Commitment, as applicable, in effect as of such time. “Commitment Fee” has the meaning assigned to such term in Section 2.12(a). “Commitment Fee Rate” means, on any date (a) with respect to the Initial Revolving Credit Commitment, a rate of 0.25% and (b) with respect to Additional Revolving Credit Commitments of any Class, the rate or rates per annum specified in the applicable Refinancing Amendment, Incremental Facility Amendment or Extension Amendment. “Commitment Schedule” means the Schedule attached hereto as Schedule 1.01(a). “Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.) “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party pursuant to any Loan Document or the transactions contemplated therein that is distributed to the Administrative Agent, the Collateral Agent, any Lender or any Issuing Bank by means of electronic communications pursuant to Section 10.01, including through the Approved Electronic Platform. “Company Competitor” means any competitor of the Parent Borrower and/or any of its subsidiaries. “Compliance Certificate” means a Compliance Certificate substantially in the form of Exhibit C. “Confidential Information” has the meaning assigned to such term in Section 10.13(g). “Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes. “Consolidated Adjusted EBITDA” means, as to any Person for any period, an amount determined for such Person and its Restricted Subsidiaries on a consolidated basis equal to the total of (a) Consolidated Net Income for such period plus (b) the sum, without duplication, of (to the extent deducted in calculating Consolidated Net Income, other than in respect of clauses (x), (xii), (xiv), (xix) and (xx) below) the amounts of: (i) Consolidated Interest Expense (including (A) fees and expenses paid to the Administrative Agent and the Collateral Agent in connection with their services hereunder, (B) other bank, administrative agency (or trustee) and financing fees (including rating agency fees), (C) costs of surety bonds in connection with financing activities (whether amortized or immediately expensed) and (D) commissions, discounts 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); (ii) Taxes paid and any provision for Taxes, including income, profits, capital, foreign, federal, state, local, sales, franchise and similar Taxes, property Taxes, foreign

16 withholding Taxes and foreign unreimbursed value added Taxes (including penalties and interest related to any such Tax or arising from any Tax examination, and including pursuant to any customary Tax sharing arrangement or as a result of any Tax distribution) of such Person paid or accrued during the relevant period; (iii) (A) depreciation, (B) amortization (including amortization of goodwill, software and other intangible assets), (C) any impairment Charge (including any bad debt expense) and (D) any asset write-off and/or write-down; (iv) any non-cash Charge, including the excess of rent expense over actual Cash rent paid, including the benefit of lease incentives (in the case of a charge) during such period due to the use of straight line rent for GAAP purposes (provided that if any such non-Cash Charge represents an accrual or reserve for potential Cash items in any future period, such Person may determine not to add back such non-Cash Charge in the then-current period); (v) [reserved]; (vi) [reserved]; (vii) the amount of management, monitoring, consulting, transaction, advisory, termination and similar fees and related indemnities and expenses (including reimbursements) paid or accrued and payments to outside directors of the Parent Borrower actually paid by or on behalf of, or accrued by, such Person or any of its subsidiaries; provided that such payment is permitted under this Agreement; (viii) [reserved]; (ix) the amount of earn-out, non-compete and other contingent consideration obligations (including to the extent accounted for as bonuses, compensation or otherwise) and adjustments thereof and purchase price (or similar) adjustments incurred in connection with (A) acquisitions and Investments completed prior to the Closing Date and (B) any Permitted Acquisition or other Investment permitted by this Agreement, in each case, which is paid or accrued during the applicable period; (x) pro forma adjustments, including pro forma “run rate” cost savings, operating expense reductions, operational improvements (but excluding revenue enhancements) and cost synergies (collectively, “Expected Cost Savings”) (net of actual amounts realized) that are reasonably identifiable, factually supportable (or certified by a Responsible Officer of the Parent Borrower in good faith) and projected by the Parent Borrower 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 (in the good faith determination of such Person) related to any permitted asset sale, acquisition (including the commencement of activities constituting a business line), combination, Investment, Disposition (including the termination or discontinuance of activities constituting a business line), operating improvement, restructuring, cost savings initiative, any similar initiative (including the effect of arrangements or efficiencies from the shifting of production of one or more products from one manufacturing facility to another) and/or specified transaction, in each case prior to, on or after the Closing Date (in each case, calculated on a Pro Forma Basis as though such Expected Cost Savings had been realized in full on the first day of such period); provided that the results of such Expected Cost Savings and/or Cost Saving Initiatives are projected by the Parent Borrower in good faith to result from actions that have been taken or with respect to which steps have been taken or are expected to be taken (in the good faith

17 determination of the Parent Borrower) within 24 months after the applicable date of determination of Consolidated Adjusted EBITDA; provided, further, that the aggregate amount added to or included in Consolidated Adjusted EBITDA pursuant to this clause (x) shall not, for any Test Period, exceed the Expected Cost Savings Cap; (xi) [reserved]; (xii) any Charge with respect to any liability or casualty event, business interruption or any product recall, (i) so long as such Person has submitted in good faith, and reasonably expects to receive payment in connection with, a claim for reimbursement of such amounts under its relevant insurance policy within the next four Fiscal Quarters (with a deduction in the applicable future period for any amount so added back to the extent not so reimbursed within the next four Fiscal Quarters) or (ii) without duplication of amounts included in a prior period under the preceding clause (i), to the extent such Charge is covered by insurance, indemnification or otherwise reimbursable by a third party (whether or not then realized so long as the Parent Borrower in good faith expects to receive proceeds arising out of such insurance, indemnification or reimbursement obligation within the next four Fiscal Quarters) (it being understood that if the amount received in cash under any such agreement in any period exceeds the amount of expense paid during such period, any excess amount received may be carried forward and applied against any expense in any future period); (xiii) unrealized net losses in the fair market value of any arrangements under Hedge Agreements; (xiv) the amount of any Cash actually received by such Person (or the amount of the benefit of any netting arrangement resulting in reduced Cash expenditures) 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 Consolidated Adjusted EBITDA pursuant to clause (c)(i) below for any previous period and not added back; (xv) [reserved]; (xvi) any net Charge included in the Parent Borrower’s consolidated financial statements due to the application of Accounting Standards Codification Topic 810 (“ASC 810”); (xvii) the amount of any non-controlling interest or minority interest Charge consisting of income attributable to minority equity interests of third parties in any non-Wholly-Owned Subsidiary; (xviii) [reserved]; (xix) [reserved]; (xx) at the option of the Parent Borrower, any other adjustments, exclusions and add- backs (including adjustments, exclusions and add-backs with respect to (i) Expected Cost Savings as a result of any Cost Saving Initiative and (ii) any other adjustments, exclusions and add-backs that are not of the nature described in the preceding sub-clause (i) (any such other adjustments, exclusions or add-backs, “Other Adjustments”)) that are identified or set forth in any quality of earnings or similar analysis or report prepared by financial advisors reasonably acceptable to the Administrative Agent (it being understood that the “Big Four” accounting firms are acceptable)

18 and delivered to the Administrative Agent in connection with any acquisition or other similar Investment not prohibited hereunder; and (xxi) any distributions or payments made directly or by means of discounts with respect of any participation interest issued or sold in connection with, and any other fees paid to a Person which is not the Parent Borrower or any of its Restricted Subsidiaries in connection with any Receivables Facility, factoring transaction or any similar arrangement permitted hereunder and discounts on the sale of accounts receivables in connection with any Receivables Facility, factoring transaction or any similar arrangement permitted hereunder representing, in the Parent Borrower’s or any Restricted Subsidiary’s reasonable determination, the implied interest component of such discount for such period; minus (c) without duplication, to the extent such amounts increase Consolidated Net Income: (i) non-Cash gains or income; provided that if any non-Cash gain or income represents an accrual or deferred income in respect of potential Cash items in any future period, such Person may determine not to deduct such non-Cash gain or income in the current period; (ii) unrealized net gains in the fair market value of any arrangements under Hedge Agreements; (iii) [reserved]; (iv) the amount added back to Consolidated Adjusted EBITDA pursuant to clause (b)(xii) above (as described in such clause) to the extent the relevant business interruption insurance proceeds were not received within the time period required by such clause; (v) to the extent that such Person adds back the amount of any non-Cash charge to Consolidated Adjusted EBITDA pursuant to clause (b)(iv) above, the cash payment in respect thereof in the relevant future period; (vi) the excess of actual Cash rent paid over rent expense during such period due to the use of straight line rent for GAAP purposes; (vii) any Consolidated Net Income included in the Parent Borrower’s consolidated financial statements due to the application of ASC 810; and (viii) the amount of any non-controlling interest or minority interest gains from losses attributable to minority equity interests of third parties in any non-wholly owned Restricted Subsidiary; (d) increased or decreased (without duplication) by, as applicable, any adjustments resulting from the application of Accounting Standards Codification Topic 460 or any comparable regulation. Notwithstanding anything to the contrary herein, it is agreed that for the purpose of calculating the Total Leverage Ratio, the First Lien Leverage Ratio, the Interest Coverage Ratio and the Secured Leverage Ratio and/or the amount of any basket based on a percentage of Consolidated Adjusted EBITDA for any period that includes the Fiscal Quarters ended March 31, 2025, December 31, 2024, September 30, 2024 and June 30, 2024, Consolidated Adjusted EBITDA for such Fiscal Quarters shall be deemed to be $57,790,000, $47,514,000, $46,478,000 and $54,477,000, respectively (such amounts,

19 “Deemed EBITDA”), in each case, as adjusted (i) on a Pro Forma Basis, as applicable and (ii) pursuant to clause (b)(x), as applicable, for each Test Period. “Consolidated First Lien Debt” means, as to any Person at any date of determination, the aggregate principal amount of Consolidated Total Debt outstanding on such date constituting Loan Document Obligations or that is secured on a pari passu basis with the Loan Document Obligations; provided that “Consolidated First Lien Debt” shall be calculated after applying or excluding (as applicable) the Netted Amounts. “Consolidated Interest Expense” means, with respect to any Person for any period, the sum of (a) consolidated total interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued and whether or not capitalized (including (without duplication), amortization of any debt issuance cost and/or original issue discount, any premium paid to obtain payment, financial assurance or similar bonds, any interest capitalized during construction, any non-cash interest payment, the interest component of any deferred payment obligation, the interest component of any payment under any Finance Lease (regardless of whether accounted for as interest expense under GAAP), any commission, discount and/or other fee or charge owed with respect to any letter of credit, bank guarantee and/or bankers’ acceptance or any similar facilities, any fee and/or expense paid to the Administrative Agent and/or the Collateral Agent in connection with their services hereunder, any other bank, administrative agency (or trustee) and/or financing fee and any cost associated with any surety bond in connection with financing activities (whether amortized or immediately expensed)), plus (b) any cash dividend or distribution paid or payable in respect of Disqualified Capital Stock during such period other than to such Person or any Loan Party, plus (c) any net losses, obligations or payments arising from or under any Hedge Agreement and/or other derivative financial instrument issued by such Person for the benefit of such Person or its subsidiaries, in each case determined on a consolidated basis for such period. For purposes of this definition, interest in respect of any Finance Lease shall be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Finance Lease in accordance with GAAP (or, if not implicit, as otherwise determined in accordance with GAAP). “Consolidated Net Income” means, as to any Person (the “Subject Person”) for any period, the net income (or loss) of the Subject Person and its Restricted Subsidiaries on a consolidated basis for such period taken as a single accounting period determined in conformity with GAAP; provided that there shall be excluded, without duplication, (a) (i) any net income (loss) of any Person if such Person is not the Subject Person or a Restricted Subsidiary thereof, except that Consolidated Net Income will be increased by the amount of dividends, distributions or other payments made in Cash or Cash Equivalents (or converted into Cash or Cash Equivalents) by such Person to the Subject Person or any other Restricted Subsidiary thereof (subject, in the case of any such Restricted Subsidiary that is not a Loan Party, to the limitations contained in clause (ii) below) and (ii) solely for the purpose of determining the amount available for Restricted Payments under Section 6.04(a)(iii)(A), any net income (loss) of any Restricted Subsidiary (other than a Loan Party) if such Subsidiary is subject to restrictions on the payment of dividends or the making of distributions by such Restricted Subsidiary, directly or indirectly, to the Parent Borrower or a Loan Party by operation of its Organizational Documents or any agreement, instrument, judgment, decree, order, statute or governmental rule or regulation applicable thereto (other than (x) any restriction that has been waived or otherwise released and (y) any restriction set forth in the Loan Documents, the documents related to any Incremental Loans and/or Incremental Equivalent Debt and the documents relating to any Replacement Debt or Refinancing Indebtedness in respect of any of the foregoing), except to the extent of the amount of dividends, distributions or other payments made in Cash or Cash Equivalents (or converted into Cash or Cash Equivalents) or that could have been made in Cash or Cash Equivalents during such period (as determined in good faith by the Parent Borrower) by the Restricted

20 Subsidiary (subject, in the case of a dividend, distribution or other payment to another Restricted Subsidiary, to the limitations in this clause (ii)); (b) (i) any Charge attributable to stock-based compensation expense and (ii) without duplication of the foregoing, any non-cash compensation Charges and/or any other non-cash Charges arising from the granting of any stock, stock option or similar arrangement (including any profits interest or phantom stock), the granting of any restricted stock, stock appreciation right and/or similar arrangement (including any repricing, amendment, modification, substitution or change of any such stock option, restricted stock, stock appreciation right, profits interest, phantom stock or similar arrangement or the vesting of any warrant); (c) any gain or Charge attributable to any asset Disposition (including asset retirement costs or sales or issuances of Capital Stock) or of returned or surplus assets outside the ordinary course of business (as determined in good faith by the Parent Borrower); (d) (i) any gain or Charge from (A) any extraordinary or exceptional item (as determined in good faith by such Person) and/or (B) any non-recurring, special or unusual item (as determined in good faith by such Person) and/or (ii) any Charge associated with and/or payment of any actual or prospective legal settlement, fine, judgment or order; (e) (i) any unrealized or realized net foreign currency translation or transaction gains or Charges impacting net income (including currency re-measurements of Indebtedness, any net gains or Charges resulting from Hedge Agreements for currency exchange risk associated with the above or any other currency related risk, any gains or Charges relating to translation of assets and liabilities denominated in a foreign currency and those resulting from intercompany Indebtedness), (ii) any realized or unrealized gain or Charge in respect of early terminations of Hedge Agreements and (iii) unrealized gains or losses in respect of any Hedge 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 Hedge Agreements; (f) any net gain or Charge with respect to (i) any disposed, abandoned, divested and/or discontinued asset, property or operation (other than any asset, property or operation pending the disposal, abandonment, divestiture and/or termination thereof), (ii) any disposal, abandonment, divestiture and/or discontinuation of any asset, property or operation (other than relating to assets or properties held for sale or pending the divestiture or discontinuation thereof) and/or (iii) any facility that has been closed during such period; (g) any net income or Charge (less all fees and expenses related thereto) attributable to the early extinguishment or cancellation of Indebtedness; (h) (i) any Charge incurred as a result of, in connection with or pursuant to any management or employee benefit plan or agreement, any pension plan (including any post-employment benefit scheme which has been agreed with the relevant pension trustee), any stock subscription or shareholders agreement, any employee benefit trust or any employee benefit scheme (including any deferred compensation arrangement or trust), (ii) any Charge incurred in connection with the rollover, acceleration or payout of Capital Stock held by management of the Parent Borrower and/or any of its subsidiaries, in each case under this clause (g), to the extent that any such cash Charge is funded with net Cash proceeds contributed to the Parent Borrower as a capital contribution or as a result of the sale or issuance of Qualified Capital Stock of the Parent Borrower and (iii) the amount of payments made to optionholders of such Person in connection with, or as a result of, any distribution being made to equityholders of such Person, which payments are being made to compensate such optionholders as though they were

21 equityholders at the time of, and entitled to share in, such distribution, in each case to the extent permitted hereunder; (i) any Charge that is established, adjusted and/or incurred, as applicable, (i) within 12 months after the closing of any acquisition that is required to be established, adjusted or incurred, as applicable, as a result of such acquisition in accordance with GAAP or (ii) as a result of any change in, or the adoption or modification of, accounting principles or policies; (j) any (A) write-off or amortization made in such period of deferred financing costs and premiums paid or other expenses incurred directly in connection with any early extinguishment of Indebtedness and (B) goodwill or other asset impairment charges, write-offs or write-downs; (k) (A) the effects of adjustments (including the effects of such adjustments pushed down to the Subject Person and its subsidiaries) in component amounts required or permitted by GAAP (including, without limitation, in the inventory (including any impact of changes to inventory valuation policy methods, including changes in capitalization of variances), property and equipment, lease, rights fee arrangements, software, goodwill, intangible asset (including customer molds), in-process research and development, deferred revenue, advanced billing and debt line items thereof), resulting from the application of recapitalization accounting or acquisition or purchase accounting, as the case may be, in relation to any consummated acquisition or similar Investment or the amortization or write-off of any amounts thereof (including any write-off of in process research and development) and/or (B) the cumulative effect of any change in accounting principles or policies (effected by way of either a cumulative effect adjustment or as a retroactive application, in each case, in accordance with GAAP); (l) the income or loss of any Person accrued prior to the date on which such Person became a Restricted Subsidiary of such Subject Person or is merged into or consolidated with such Subject Person or any Restricted Subsidiary of such Subject Person or the date that such other Person’s assets are acquired by such Subject Person or any Restricted Subsidiary of such Subject Person (except to the extent required for any calculation of Consolidated Adjusted EBITDA on a Pro Forma Basis in accordance with Section 1.04); (m) [reserved]; (n) (i) any non-cash deemed finance Charges in respect of any pension liabilities or other provisions and (ii) income (loss) attributable to deferred compensation plans or trusts; (o) earn-out, non-compete and contingent consideration obligations (including to the extent accounted for as bonuses, compensation or otherwise) and adjustments thereof and purchase price adjustments, including in connection with any acquisition or Investment permitted hereunder or in respect of any acquisition consummated prior to the Closing Date; (p) [reserved]; (q) (A) Transaction Costs and Charges, (B) any transaction Charge incurred in connection with any (in each case, regardless of whether consummated) issuance and/or incurrence of Indebtedness and/or any issuance and/or offering of Capital Stock, any Investment, any acquisition, any Disposition outside the ordinary course of business, any recapitalization, any merger, consolidation or amalgamation, any option buyout or any repayment, redemption, refinancing, amendment or modification of Indebtedness (including any amortization or write-off of debt issuance or deferred financing costs, premiums and prepayment penalties) or any similar transaction, (C) the amount of any Charge that is actually reimbursed or reimbursable by third parties pursuant to indemnification or reimbursement

22 provisions or similar agreements or insurance (it being understood that if the amount received in cash under any such agreement in any period exceeds the amount of expense paid during such period, any excess amount received may be carried forward and applied against any expense in any future period); provided that in respect of any reimbursable Charge that is added back in reliance on clause (C) above, such relevant Person in good faith expects to receive reimbursement for such Charge within the next four Fiscal Quarters (with a deduction in the applicable future period for any amount so added back to the extent not so reimbursed within the next four Fiscal Quarters) and/or (D) Public Company Costs; (r) any Charge incurred or accrued in connection with any single or one-time event (as determined in good faith by such Person), including in connection with (A) the Transactions and/or any acquisition consummated after the Closing Date (including legal, accounting and other professional fees and expenses incurred in connection with acquisitions and other Investments made prior to the Closing Date), (B) the closing, consolidation or reconfiguration of any facility during such period or (C) one-time consulting costs; and (s) restructuring Charges (including any Charge relating to any tax restructuring), any Charge attributable to the undertaking and/or implementation of new initiatives, business optimization activities, cost savings initiatives (including Cost Saving Initiatives), cost rationalization programs, operating expense reductions and/or cost synergies and/or similar initiatives and/or programs (including in connection with any integration, restructuring or transition, any reconstruction, decommissioning, recommissioning or reconfiguration of fixed assets for alternative uses, any office or facility opening and/or pre-opening). In addition, to the extent not already included in the Consolidated Net Income of such Person and its Restricted Subsidiaries, Consolidated Net Income will include the proceeds of business interruption insurance in an amount representing the earnings for the applicable period that such proceeds are intended to replace (whether or not received so long as the Parent Borrower in good faith expects to receive such proceeds within the next four Fiscal Quarters (with a deduction in the applicable future period for any amount so added back to the extent not so received within the next four Fiscal Quarters)). “Consolidated Secured Debt” means, as to any Person at any date of determination, the aggregate principal amount of Consolidated Total Debt outstanding on such date that is secured by a Lien on any asset or property of such Person or its Restricted Subsidiaries; provided that “Consolidated Secured Debt” shall be calculated after applying or netting (as applicable) the Netted Amounts. “Consolidated Total Assets” means, as to any Person, at any date, all amounts that would, in conformity with GAAP, be set forth opposite the caption “total assets” (or any like caption) on a consolidated balance sheet of the applicable Person at such date. “Consolidated Total Debt” means, as to any Person at any date of determination, the aggregate principal amount of all third party debt for borrowed money (including (i) Indebtedness described in clause (j) of the definition thereof to the extent the holder thereof is not the Parent Borrower or any Subsidiary thereof and (ii) LC Disbursements that have not been reimbursed within three Business Days (but excluding, for the avoidance of doubt, undrawn letters of credit) and the outstanding principal balance of all Indebtedness of such Person represented by notes, bonds and similar instruments), Finance Leases and purchase money Indebtedness, in each case as reflected on a balance sheet of such Person prepared in accordance with GAAP; provided that “Consolidated Total Debt”, “Consolidated First Lien Debt” and “Consolidated Secured Debt” shall in each case (but without duplication) be calculated (for all purposes hereunder, including as a component of the definitions of Consolidated First Lien Debt, Consolidated Secured Debt and Total Leverage Ratio, and any applications of such definitions) (i) net of the Unrestricted Cash Amount, (ii) to exclude any obligation, liability or Indebtedness of such Person if,

23 upon or prior to the maturity thereof, such Person has irrevocably deposited with the proper Person in trust or escrow the necessary funds (or evidences of indebtedness) for the payment, redemption or satisfaction of such obligation, liability or Indebtedness, and thereafter such funds and evidences of such obligation, liability or Indebtedness or other security so deposited are not included in the calculation of the Unrestricted Cash Amount, (iii) to exclude any obligation, liability or indebtedness of such Person to the extent that, upon or after the issuance thereof (and only for so long as), such obligation, liability or indebtedness is secured by the cash proceeds thereof and/or other amounts provided by or on behalf of such Person pursuant to an escrow or similar arrangement in an amount sufficient to repay the entire principal amount thereof, and for so long as such obligation, liability or indebtedness is so secured, such cash proceeds and other amounts are not included in the calculation of the Unrestricted Cash Amount, (iv) [reserved] and (v) to exclude obligations under any Non-Finance Lease Obligation (items (i) through (v) of this proviso, the “Netted Amounts”). For the avoidance of doubt, Consolidated Total Debt shall be calculated in accordance with GAAP, pursuant to the terms of Section 1.04(a)(i). “Contractual Obligation” means, as applied to any Person, any provision of any Security issued by that Person or of any indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject. “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 thereto. “Controlled Investment Affiliate” shall mean, as to any Person, any other Person which directly or indirectly is in Control of, is Controlled by, or is under common Control with, such Person and is organized by such Person (or any Person Controlling such Person) primarily for making equity or debt investments in the Parent Borrower or any of its direct or indirect parent company. “Convertible Indebtedness” means Indebtedness of the Parent Borrower or any Subsidiary of the Parent Borrower (which may be guaranteed by the Guarantors or any such Subsidiary) permitted to be incurred hereunder that is either (a) convertible into or exchangeable for Capital Stock of the Parent Borrower (or other securities or property following a merger event, reclassification or other change of the common stock of the Parent Borrower) (and cash in lieu of fractional shares) or cash (in an amount determined by reference to the price of such Capital Stock or a market measure of such Capital Stock), or a combination thereof or (b) sold as units with call options, warrants or rights to purchase (or substantially equivalent derivative transactions) that are exercisable for Capital Stock of the Parent Borrower (or other securities or property following a merger event, reclassification or other change of the common stock of the Parent Borrower) or cash (in an amount determined by reference to the price of such Capital Stock). “Copyright” means all copyrights, rights and interests in copyrights, works protectable by copyright, copyright registrations and copyright applications. “Cost Saving Initiative” means any operating improvement, restructuring, cost savings initiative or similar initiative (including the effect of arrangements or efficiencies from the shifting of production of one or more products from one manufacturing facility to another) and/or specified transaction, in each case prior to, on or after the Closing Date. “Covered Agreement” has the meaning assigned to such term in Section 6.03(d). “Credit Extension” means each of (i) the making of a Revolving Loan or Swingline Loan or (ii) the issuance, amendment, modification or extension of any Letter of Credit (other than any such

24 amendment, modification or extension that does not increase the Stated Amount of the relevant Letter of Credit). “Credit Facilities” means the Revolving Facility and any Term Facility. “Cure Amount” has the meaning assigned to such term in Section 6.15(c). “Cure Right” has the meaning assigned to such term in Section 6.15(c). “Customary Term A Loans” means any term loans that are syndicated primarily to Persons regulated as banks in the primary syndication thereof, that, when made, have scheduled amortization of at least 2.5% per year prior to maturity, and that contain other provisions customary for “term A loans,” as reasonably determined by the Parent Borrower in consultation with the Administrative Agent; provided, that no Customary Term A Loans may mature earlier than the Initial Revolving Credit Maturity Date or have scheduled amortization of greater than 10% per annum prior to the Initial Revolving Credit Maturity Date. “Customary Term B Loans” means any term loans other than Customary Term A Loans that, when made, have scheduled amortization of not greater than 1.00% per annum prior to maturity and contain other provisions customary for “term B loans,” as reasonably determined by the Parent Borrower in consultation with the Administrative Agent; provided that no Customary Term B Loans may mature earlier than the Initial Revolving Credit Maturity Date or have scheduled amortization of greater than 1.00% per annum prior to the Initial Revolving Credit Maturity Date. “Daily Simple SOFR” means, for any day (a “SOFR Rate Day”), a rate per annum equal to the greater of (a) SOFR for the day (such day, a “SOFR Determination Date”) that is five 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 NYFRB’s Website, and (b) the Floor. If by 5:00 pm (New York City time) on the second (2nd) U.S. Government Securities Business Day immediately following any SOFR Determination Date, the SOFR in respect of such SOFR Determination Date has not been published on the SOFR Administrator’s Website, then the SOFR for such SOFR Determination Date will be the SOFR as published in respect of the first preceding U.S. Government Securities Business Day for which such SOFR was published on the NYFRB’s Website; provided that any SOFR determined pursuant to this sentence shall be utilized for purposes of calculation of Daily Simple SOFR for no more than three (3) consecutive SOFR Rate Days. “Debt Fund Affiliate” means any Affiliate (other than a natural person) of the Parent Borrower that is a bona fide debt fund or investment vehicle that is engaged in, or advises funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course of business. “Debtor Relief Laws” means the Bankruptcy Code of the U.S. and all other liquidation, conservatorship, bankruptcy, general assignment for the benefit of creditors, moratorium, rearrangement, arrangement, administration, receivership, insolvency, statutory management administration, reorganization, corporate arrangement or restructuring or similar debtor relief laws of the U.S. or any other applicable jurisdiction from time to time in effect and affecting the rights of creditors generally. “Default” means any event or condition which upon notice, lapse of time or both would become an Event of Default.