Contract analysis

ARTICLE I — DEFINITIONS AND ACCOUNTING TERMS

Section 1.01 Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Adjusted EBITDA" means, for any period, Consolidated Net Income for such period, plus, without duplication, to the extent deducted in determining such Consolidated Net Income, (a) consolidated interest expense, (b) provisions for federal, state, local and foreign income taxes, (c) depreciation and amort

Section 1.02 Other Interpretive Provisions With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The meanings of defined terms are equally applicable to the singular and plural forms of such terms. (b) The words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation". (c) Article, Section, Ex

Section 1.03 Accounting Terms Except as otherwise expressly provided herein, all accounting terms not otherwise defined herein shall have the meanings assigned to them in conformity with GAAP as in effect on the Closing Date. The parties acknowledge and agree that this Agreement is intended to incorporate a "frozen GAAP" concept, and any subsequent change in GAAP or in the application thereof that would affect the co

Section 1.04 Rounding Any financial ratio required to be maintained by the Borrower or any financial ratio or test otherwise required to be calculated pursuant to this Agreement shall be calculated by the Administrative Agent or the Borrower, as applicable, and rounded to the second decimal place. Any amount used in determining compliance with any basket or threshold hereunder shall, unless otherwise specified, be ca

Section 1.05 References to Agreements and Laws Unless otherwise expressly provided herein, any reference in this Agreement to any agreement, instrument or document shall mean such agreement, instrument or document as amended, restated, supplemented or otherwise modified from time to time to the extent such amendment, restatement, supplement or modification is not prohibited by this Agreement. Any reference to any law

Section 1.06 Times of Day Unless otherwise expressly provided herein, all references to times of day shall mean New York City time, and any determination by the Administrative Agent as to the time of receipt of any notice, instruction or funds shall be conclusive absent manifest error.

Section 1.07 Rates — SOFR Notification The parties acknowledge that interest on the Term Loans is determined by reference to SOFR-based benchmarks that are published by third parties and may be subject to change, discontinuation, unavailability or replacement. The Administrative Agent does not warrant, endorse or accept responsibility for the administration, publication, accuracy or availability of any Benchmark, Ter

Section 1.08 Letter of Credit Amounts The parties acknowledge that this Agreement governs a term loan facility only and does not provide for any letters of credit. Accordingly, any concept relating to letter of credit exposure or letter of credit amounts is not applicable to this Agreement, except to the extent such concept is referenced in the definition of Revolving Credit Exposure or for purposes of distinguishing

Section 1.09 Pro Forma Calculations For purposes of calculating any financial ratio or test under this Agreement, including the Total Net Leverage Ratio, on a Pro Forma Basis: (a) acquisitions, dispositions, incurrences or repayments of Indebtedness, Restricted Payments, Investments and other transactions specified in this Agreement shall be given pro forma effect as if they had occurred on the first day of the most

ARTICLE II — THE TERM LOAN FACILITY

Section 2.01 Term Loan Commitments Subject to the terms and conditions set forth herein, each Lender severally agrees, and not jointly, to make on the Closing Date a single Term Loan to the Borrower in a principal amount equal to such Lender's Commitment as set forth on Schedule 2.01. The aggregate principal amount of the Commitments is $700,000,000. The respective Commitments of the Lenders on the Closing Date are a

Section 2.02 Borrowing Procedures The Borrower shall deliver to the Administrative Agent a duly completed Borrowing Request not later than 1:00 p.m. three Business Days prior to the requested Borrowing Date. Such Borrowing Request shall be irrevocable and shall specify (a) the requested Borrowing Date, (b) the aggregate principal amount of the requested borrowing, which on the Closing Date shall be $700,000,000, and

Section 2.03 [Reserved] This Section 2.03 is reserved.

Section 2.04 Repayment of Term Loans; Amortization (a) The Borrower shall repay the principal amount of the Term Loans in consecutive quarterly installments, payable on the last Business Day of each fiscal quarter of the Borrower, commencing on September 30, 2022, in an amount equal to $1,750,000 per quarter. Such amount represents 0.25% of the original principal amount of the Term Loans, or 1.00% per annum. (b) On t

Section 2.05 Prepayments (a) Voluntary Prepayments. The Borrower may, upon at least three Business Days' prior written notice to the Administrative Agent, voluntarily prepay the Term Loans in whole or in part, without premium or penalty, in a minimum principal amount of $1,000,000 and integral multiples of $100,000 in excess thereof; provided that any such voluntary prepayment shall be subject to Section 2.05(b). (b)

Section 2.06 Interest (a) Interest Rate. Subject to the provisions of this Agreement, each Term Loan shall bear interest for each Interest Period at a rate per annum equal to Adjusted Term SOFR for such Interest Period plus the Applicable Margin. The Applicable Margin on the Closing Date is 3.75% per annum. By way of illustration only, as of the Closing Date, the one-month Term SOFR was 2.29%, and, adding the applica

Section 2.07 SOFR Provisions (a) Inability to Determine Rates. If the Administrative Agent determines that adequate and reasonable means do not exist for ascertaining Term SOFR for any requested Interest Period, or that Term SOFR does not adequately and fairly reflect the cost to the Lenders of funding the Term Loans, then the Administrative Agent shall promptly give notice thereof to the Borrower and the Lenders, an

Section 2.08 Increased Costs If any Change in Law shall: (a) impose, modify or deem applicable any reserve, special deposit, liquidity, compulsory loan, insurance charge, capital adequacy or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender; (b) impose on any Lender any other condition, cost or expense affecting this Agreement or Term Loan

Section 2.09 Taxes (a) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law requires the deduction or withholding of any Tax from any such payment, then the applicable withholding agent shall make such deduction or withholding and

Section 2.10 Payments Generally; Administrative Agent's Clawback All payments to be made by the Borrower under this Agreement shall be made in Dollars, in immediately available funds, without setoff, counterclaim or deduction (except as otherwise expressly provided in Section 2.09), to the Administrative Agent's Office, not later than 2:00 p.m. on the date specified herein. Any payment received after 2:00 p.m. shall

Section 2.11 Break Funding Payments The Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of (a) any continuation, prepayment or conversion of any Term Loan on a day other than the last day of the relevant Interest Period, (b) any failure by the Borrower to borrow, continue or prepay any Term Loan on the date specified in any notice delivered pursuant hereto, o