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 specified below: “ABR” means, for any day, a rate per annum equal to the highest of (a) the prime rate of the Administrative Agent in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 0.50%, and (c) Term SOFR for a one-month Interest Period as of such day (or if such day is not a Busin

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 the defined terms. (b) The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” (c) The word “o

Section 1.03 — Accounting Terms Except as otherwise expressly provided herein, all accounting terms not specifically defined herein shall be construed, and all financial data required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect on the Closing Date. The Borrower may elect, by written notice to the Administrative Agent, to apply “frozen GAAP” for purposes of any financial covenant

Section 1.04 — Rounding Any financial ratios required to be maintained by the Borrower or otherwise calculated pursuant to this Agreement shall be calculated by carrying the result to two decimal places, with the third decimal place rounded up or down, as the case may be, in accordance with standard mathematical practice.

Section 1.05 — Times of Day Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

Section 1.06 — Letter of Credit Amounts Reserved.

Section 1.07 — Pro Forma Calculations Whenever this Agreement requires a determination of compliance on a Pro Forma Basis, such determination shall be made giving effect to the Transactions and to any Acquisition, disposition, Investment, incurrence or repayment of Indebtedness, Restricted Payment or other transaction, as applicable, as if such transaction had occurred on the first day of the applicable Test Period.

Section 1.08 — Divisions For all purposes under the Loan Documents, in connection with any Division or plan of Division under the Delaware Limited Liability Company Act or under any comparable applicable law, if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to th

ARTICLE II — THE COMMITMENTS AND BORROWINGS

Section 2.01 — Term Loans Subject to the terms and conditions set forth herein, each Lender severally agrees to make to the Borrower on the Closing Date a single Term Loan in Dollars in an amount equal to such Lender’s Commitment. The aggregate principal amount of the Term Loans made on the Closing Date shall equal $1,400,000,000. The Term Loans shall be made in a single draw on the Closing Date, and amounts repaid o

Section 2.02 — Borrowings, Conversions and Continuations of Term Loans (a) Each Borrowing of Term Loans shall be comprised entirely of ABR Loans or Term SOFR Loans, as the Borrower may request in accordance herewith. (b) To request that the Term Loans be made as Term SOFR Loans on the Closing Date, the Borrower shall deliver to the Administrative Agent a Borrowing Notice substantially in the form of Exhibit C not lat

Section 2.03 — Reserved Reserved.

Section 2.04 — Reserved Reserved.

Section 2.05(a) — Voluntary Prepayments (i) The Borrower may, upon prior written notice to the Administrative Agent, at any time and from time to time voluntarily prepay the Term Loans in whole or in part without premium or penalty, except as set forth in clause (ii) below and except for any breakage or similar costs payable pursuant to Section 2.15(b). Each such voluntary prepayment shall be in a minimum principal a

Section 2.05(b) — Mandatory Prepayments (i) Excess Cash Flow. Within five Business Days after the date on which annual financial statements for any fiscal year are required to be delivered pursuant to Section 5.01(a), the Borrower shall prepay the Term Loans in an aggregate principal amount equal to the Excess Cash Flow Percentage of Excess Cash Flow for such fiscal year minus, without duplication, the aggregate prin

Section 2.05(c) — Application of Prepayments Mandatory prepayments shall be applied pro rata to the outstanding Term Loans of the Lenders and shall be applied to the scheduled installments thereof in direct order of maturity. Voluntary prepayments shall be applied as directed by the Borrower, including, at the Borrower’s option, to installments in inverse order of maturity. Any prepayment of Term SOFR Loans shall be

Section 2.06 — Termination and Reduction of Commitments The Commitments of the Lenders to make the Term Loans shall automatically terminate in full upon the making of the Term Loans on the Closing Date.

Section 2.07 — Repayment of Term Loans The Borrower shall repay to the Administrative Agent for the ratable account of the Lenders the aggregate principal amount of the Term Loans in consecutive quarterly installments of $3,500,000 each, commencing on June 30, 2025 and continuing on the last Business Day of each March, June, September and December thereafter, with the unpaid balance of the Term Loans due and payable

Section 2.08 — Interest (a) Subject to the provisions of subsection (c) below, each Term SOFR Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to Term SOFR for such Interest Period, plus the applicable Credit Spread Adjustment, plus the Applicable Rate. In no event shall Term SOFR be deemed less than the SOFR Floor. (b) Subject to the provisions o

Section 2.09 — Fees (a) The Borrower agrees to pay to Crescent Harbor Bank, N.A., for its own account, the arrangement fee provided for in the Fee Letter, which reflects 50 basis points on the aggregate facility amount, or $7,000,000, payable on the Closing Date. (b) The Borrower agrees to pay to the Administrative Agent, for its own account, the annual administrative agent fee separately agreed in writing between th

Section 2.10 — Computation of Interest and Fees All computations of interest and fees shall be made on the basis of a year of 360 days except as otherwise expressly provided in Section 2.08(e), and shall be payable for the actual number of days elapsed. In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder exceed the maximum amount permissible under applicable law, and in

Section 2.11 — Evidence of Indebtedness The Administrative Agent shall maintain at one of its offices a register for the recordation of the names and addresses of the Lenders and the principal amounts of the Loans owing to each Lender from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders may treat each Pers

Section 2.12 — Payments Generally; Administrative Agent’s Clawback (a) All payments to be made by the Borrower shall be made without setoff, counterclaim or deduction, except as otherwise required by law, not later than 2:00 p.m. Eastern time on the date when due, in immediately available funds in Dollars, to the Administrative Agent for the account of the Lenders entitled thereto. (b) The Administrative Agent shall

Section 2.13 — Sharing of Payments If any Lender shall obtain any payment of any principal of, or interest on, any Loan owing to it or payment of any other amount under this Agreement through the exercise of any right of setoff or otherwise, in excess of its ratable share thereof, such Lender shall promptly purchase from the other Lenders participations in the Loans and other obligations held by such other Lenders in

Section 2.14 — Incremental Facilities (a) The Borrower may from time to time, by written notice to the Administrative Agent, request the establishment of one or more Incremental Facilities in the form of additional term loans and/or revolving commitments. The aggregate principal amount of such Incremental Facilities may not exceed at any time outstanding (i) the Free-and-Clear Basket and (ii) additional unlimited amo

Section 2.15 — SOFR Provisions

Section 2.15(a) — Inability to Determine Rates / Benchmark Replacement If the Administrative Agent determines that adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period, or if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the then-current Benchmark, then the Administrative Agent and the Borrower may amen