Contract analysis

ARTICLE I — DEFINITIONS AND ACCOUNTING TERMS

Section 1.01 — Defined Terms Section 1.02 — Other Interpretive Provisions Section 1.03 — Accounting Terms Section 1.04 — Rounding Section 1.05 — Times of Day Section 1.06 — SOFR Benchmark Replacement Setting Section 1.07 — Pro Forma Calculations Section 1.08 — Classification of Loans and Borrowings

ARTICLE II — THE TERM LOAN FACILITY

Section 2.01 — Term Loan Commitments Section 2.02 — Borrowing of Term Loans Section 2.03 — Use of Proceeds Section 2.04 — Evidence of Debt; Promissory Notes Section 2.05 — Interest Section 2.06 — Repayment of Term Loans; Amortization Section 2.07 — Voluntary Prepayment Section 2.08 — Mandatory Prepayment Section 2.09 — Fees Section 2.10 — Payments Generally Section 2.11 — Taxes Section 2.12 — Increased Costs; Illegal

ARTICLE III — INTEREST RATE PROVISIONS

Section 3.01 — Interest Rate Elections Section 3.02 — Inability to Determine Rates Section 3.03 — SOFR Conforming Changes

ARTICLE IV — CONDITIONS PRECEDENT

Section 4.01 — Conditions to the Closing Date Section 4.02 — Post-Closing Conditions

ARTICLE V — REPRESENTATIONS AND WARRANTIES Sections 5.01 through 5.22

ARTICLE VI — AFFIRMATIVE COVENANTS Sections 6.01 through 6.13

ARTICLE VII — NEGATIVE COVENANTS Sections 7.01 through 7.09

ARTICLE VIII — EVENTS OF DEFAULT

Section 8.01 — Events of Default Section 8.02 — Remedies Upon Event of Default Section 8.03 — Application of Proceeds After Event of Default

ARTICLE IX — THE ADMINISTRATIVE AGENT AND COLLATERAL AGENT Sections 9.01 through 9.10

ARTICLE X — MISCELLANEOUS Sections 10.01 through 10.19 SCHEDULES Schedule 2.01 — Lender Commitments Schedule 4.02 — Post-Closing Items Schedule 5.05 — Existing Indebtedness Schedule 5.11 — Mortgaged Properties Schedule 5.12 — Subsidiaries Schedule 7.01 — Permitted Indebtedness Schedule 7.02 — Permitted Liens Schedule 10.02 — Administrative Agent Notice Information and Lender Contact Details EXHIBITS Exhibit A — Form

ARTICLE I — DEFINITIONS AND ACCOUNTING TERMS

Section 1.01 — Defined Terms As used in this Agreement, the following terms shall have the following meanings: "Adjusted EBITDA" means, for any period, Consolidated Net Income for such period, plus, without duplication and to the extent deducted in determining Consolidated Net Income, (i) interest expense (including capitalized interest and amortization of debt issuance costs), (ii) income tax expense, (iii) deprecia

Section 1.02 — Other Interpretive Provisions In this Agreement, unless the context otherwise requires: (a) the singular includes the plural and vice versa; (b) references to any agreement or instrument shall be deemed to refer to such agreement or instrument as amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms and the terms hereof; (c) references to any Person inclu

Section 1.03 — Accounting Terms Except as otherwise expressly provided herein, all accounting terms not otherwise defined shall be construed, and all financial computations shall be made, in accordance with GAAP as in effect from time to time. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, the Borrower and the Required Lenders shall

Section 1.04 — Rounding All financial ratios and percentages required to be calculated under this Agreement shall be calculated to the nearest one one-hundredth (0.01) of a percentage point (or two decimal places, as applicable), with any amount ending in .005 rounded upward.

Section 1.05 — Times of Day Unless otherwise expressly specified, all references herein to times of day shall be references to New York City time (either Eastern Standard Time or Eastern Daylight Time, as applicable).

Section 1.06 — SOFR Benchmark Replacement Setting The benchmark replacement mechanics applicable to Term SOFR are set forth in Section 2.15.

Section 1.07 — Pro Forma Calculations Whenever pro forma effect is to be given to any Specified Transaction, such pro forma calculations shall be made in accordance with the following principles: (a) if the Specified Transaction is a Permitted Acquisition, historical financial statements (or the best available financial information) of the acquired business shall be included in the calculation of Adjusted EBITDA as i

Section 1.08 — Classification of Loans and Borrowings All Term Loans shall be classified as Term SOFR Loans. No ABR loans shall be made or continued under this Agreement unless Term SOFR is unavailable and no Benchmark Replacement is then in effect, in which case ABR loans (as customarily defined) shall be permitted as an interim mechanic pursuant to Section 2.15.

ARTICLE II — THE TERM LOAN FACILITY

Section 2.01 — Term Loan Commitments Subject to the terms and conditions set forth herein, each Lender severally, and not jointly, agrees to make a Term Loan to the Borrower on the Closing Date in an amount equal to such Lender's Commitment set forth opposite its name on Schedule 2.01. The aggregate amount of the Commitments on the Closing Date is $700,000,000. The Term Loan Commitments are non-revolving; amounts rep

Section 2.02 — Borrowing of Term Loans The initial Borrowing shall be made on the Closing Date in a single drawdown of $700,000,000 upon delivery by the Borrower of a Borrowing Request substantially in the form of Exhibit A, which Borrowing Request shall be delivered to the Administrative Agent no later than 11:00 a.m. (New York City time) three (3) Business Days prior to the anticipated Closing Date. The Borrower sh

Section 2.03 — Use of Proceeds The proceeds of the Term Loans shall be applied on the Closing Date substantially as follows: (i) approximately $627,916,667 shall be paid directly to Greystone Federal Credit Corp. (as administrative agent for the Existing Term Loan B) in accordance with the Payoff Letter, to repay in full all Obligations under the Existing Term Loan B; (ii) approximately $8,100,000 shall be paid in re

Section 2.04 — Evidence of Debt; Promissory Notes The Administrative Agent shall maintain, in accordance with its usual practice, a register (the "Register") of each Lender's Term Loans, the outstanding principal amount thereof, the accrued interest thereon, and each payment received in respect thereof. The entries in the Register shall be conclusive absent manifest error. Upon written request by any Lender, the Borr

Section 2.05 — Interest (a) Interest Rate. Each Term Loan shall bear interest at a rate per annum equal to Adjusted Term SOFR for the applicable Interest Period plus the Applicable Margin (3.75% per annum). For illustrative purposes only, based on one-month Term SOFR of 2.29% as of the anticipated Closing Date, the initial per annum interest rate would be: 2.29% (Term SOFR) + 0.10% (SOFR Adjustment) + 3.75% (Applicab

Section 2.06 — Repayment of Term Loans; Amortization (a) Scheduled Amortization. The Borrower shall repay the outstanding Term Loans in consecutive quarterly installments on the last Business Day of each March, June, September, and December, commencing September 30, 2022, in an amount equal to $1,750,000 per installment (being 0.25% of the original aggregate principal amount of the Term Loans of $700,000,000, or 1.00

Section 2.07 — Voluntary Prepayment (a) Right to Prepay. The Borrower may voluntarily prepay outstanding Term Loans, in whole or in part, at any time and from time to time without premium or penalty, except as provided in Section 2.07(b). (b) Repricing Protection / Soft Call. Notwithstanding Section 2.07(a), if, on or prior to January 21, 2023 (the date that is six (6) months after the Closing Date), the Borrower (i)

Section 2.08 — Mandatory Prepayment (a) Asset Sales. Within five (5) Business Days after the receipt of Net Cash Proceeds from any Asset Sale, to the extent that the aggregate Net Cash Proceeds from all Asset Sales in any fiscal year exceed $25,000,000, the Borrower shall prepay the Term Loans in an amount equal to 100% of such excess Net Cash Proceeds; provided that no prepayment shall be required to the extent that

Section 2.09 — Fees (a) Administrative Agent Fee. The Borrower shall pay to the Administrative Agent, for its own account, an annual administrative agent fee of $150,000, payable in arrears on each anniversary of the Closing Date. (b) Fees Under Fee Letter. The Borrower shall pay to the Sole Lead Arranger the arrangement fee (0.50% of $700,000,000, or $3,500,000) and shall issue the Term Loans at OID of 1.00% ($7,000

Section 2.10 — Payments Generally All payments to be made by the Borrower under any Loan Document shall be made in U.S. Dollars in immediately available funds, without set-off, counterclaim, or deduction, to the account of the Administrative Agent at Crescent Harbor Bank, N.A., 600 Lexington Avenue, 34th Floor, New York, NY 10022 (or as otherwise specified in Schedule 10.02), not later than 2:00 p.m. (New York City t

Section 2.11 — Taxes (a) Payments Free of Withholding. All payments made by the Borrower 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 the Borrower is required by law to deduct or withhold any tax, the amount payable by the Borrower shall be increased so that, after all required deductions and withholdings have be

Section 2.12 — Increased Costs; Illegality If any change in applicable law after the Closing Date subjects any Lender to any tax on its loans (other than Indemnified Taxes and Excluded Taxes), increases the cost to any Lender of making or maintaining any Term Loan, or reduces the amount of any sum received by any Lender, the Borrower shall pay such Lender such additional amounts as will compensate it for such increas

Section 2.13 — Break Funding Payments The Borrower shall compensate each Lender, upon written demand accompanied by a reasonable computation, for any loss, cost, or expense (excluding lost profits or margin) that such Lender may sustain as a result of (i) any prepayment (whether voluntary or mandatory) of a Term SOFR Loan on a date other than the last day of the Interest Period applicable thereto, (ii) any failure by

Section 2.14 — Incremental Term Loan Facility (a) Right to Request. The Borrower may, at any time and from time to time after the Closing Date, request additional term loans hereunder (the "Incremental Term Loans") in an aggregate principal amount (together with any Incremental Revolving Commitments) not to exceed: (i) the greater of (A) $175,000,000 and (B) 100% of LTM Adjusted EBITDA (the "Fixed Basket"); plus (ii)

Section 2.15 — Benchmark Replacement (a) Benchmark Transition Event. If the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) Term SOFR is no longer available or ceases to be published, or (ii) the administrator of Term SOFR or a Governmental Authority having jurisdiction over such administrator has made a public statement that Term SOFR is or will no longer be r

ARTICLE III — INTEREST RATE PROVISIONS

Section 3.01 — Interest Rate Elections The Borrower shall have the right to select an Interest Period of one (1), three (3), or six (6) months for each Term SOFR Loan, by specifying such Interest Period in the applicable Borrowing Request or Interest Election Request. If the Borrower fails to make an election as to any Interest Period, the applicable Interest Period shall be one (1) month.

Section 3.02 — Inability to Determine Rates If, prior to the commencement of any Interest Period, the Administrative Agent determines that adequate and reasonable means do not exist for ascertaining Term SOFR for such Interest Period, or if Term SOFR is otherwise unavailable, the provisions of Section 2.15 (Benchmark Replacement) shall apply.

Section 3.03 — SOFR Conforming Changes Any Conforming Changes made by the Administrative Agent pursuant to Section 2.15(c) shall be binding on all parties hereto.

ARTICLE IV — CONDITIONS PRECEDENT

Section 4.01 — Conditions to the Closing Date The obligations of the Lenders to make their Term Loans on the Closing Date shall be subject to the satisfaction (or waiver by the Administrative Agent, acting at the direction of the Required Lenders) of each of the following conditions on or prior to the Closing Date: (a) Execution and delivery of this Credit Agreement by the Borrower, each Guarantor, the Administrative