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: "ABR" means, for any day, a rate per annum equal to the greatest of (a) the Federal Funds Rate in effect on such day plus 0.50%, (b) the Prime Rate of the Administrative Agent in effect on such day, and (c) one-month Term SOFR in effect on such day plus the Credit Spread Adjustment for a one-month Inte

Section 1.02 — Other Interpretive Provisions For purposes of this Agreement, the following rules of construction shall apply unless the context otherwise requires: (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms. (b) The words "include," "in

Section 1.03 — Accounting Terms (a) Except as otherwise expressly provided herein, all accounting terms not otherwise defined herein shall have the meanings assigned to them in conformity with GAAP. Financial statements required to be delivered hereunder shall be prepared in accordance with GAAP as in effect at the time of such preparation, subject to Section 1.03(b). (b) Notwithstanding anything to the contrary here

Section 1.04 — Rounding Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein, and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number). All financ

Section 1.05 — Times of Day Unless otherwise specified, all references herein to times of day shall be references to Eastern Time (New York City time).

Section 1.06 — Letter of Credit Amounts Reserved. No revolving credit facility or letter of credit subfacility is established under this Agreement as of the Closing Date. This Section 1.06 may be amended in connection with the establishment of a revolving credit facility pursuant to Section 2.14.

Section 1.07 — Pro Forma Calculations For purposes of determining compliance with any provision of this Agreement that requires the calculation of any financial ratio or test (including the First Lien Net Leverage Ratio, the Total Net Leverage Ratio, or any other leverage or coverage ratio), pro forma effect shall be given to the following events as if they had occurred on the first day of the applicable four-quarter

Section 1.08 — Limited Condition Transactions In connection with any acquisition or other transaction by the Borrower or any Restricted Subsidiary the consummation of which is not conditioned on the availability of, or on obtaining, third-party financing (a "Limited Condition Transaction"), for purposes of (a) determining compliance with any provision of this Agreement that requires the calculation of any financial r

ARTICLE II — THE COMMITMENTS AND BORROWINGS

Section 2.01 — Term Loan Commitments (a) Subject to the terms and conditions set forth herein, each Lender severally (and not jointly) agrees to make a single term loan advance (each, a "Term Loan") to the Borrower on the Closing Date in an aggregate principal amount equal to such Lender's Term Loan Commitment as set forth on Schedule 2.01 (or in the Assignment and Assumption pursuant to which such Lender assumed its

Section 2.02 — Borrowings, Conversions, and Continuations of Term Loans (a) The Term Loans shall be made in a single borrowing on the Closing Date. The Borrower shall deliver to the Administrative Agent a Borrowing Request in the form of Exhibit C not later than 12:00 noon (Eastern Time) three (3) Business Days prior to the Closing Date (or such shorter period as may be agreed by the Administrative Agent), specifying

Section 2.03 — [Reserved — Revolving Loans] No revolving credit facility is established under this Agreement as of the Closing Date. A revolving credit facility may be added pursuant to Section 2.14 (Incremental Facilities). Upon the establishment of any such revolving credit facility, this Section 2.03 may be amended to include appropriate revolving loan mechanics.

Section 2.04 — [Reserved — Swingline Loans]

Section 2.05 — [Reserved — Letters of Credit]

Section 2.06 — Prepayment of Term Loans (a) Voluntary Prepayment. The Borrower may, at any time and from time to time, prepay the Term Loans, in whole or in part, without premium or penalty (except as provided below with respect to the Soft Call Premium), upon delivery of a Prepayment Notice to the Administrative Agent in the form of Exhibit E not later than (i) 12:00 noon (Eastern Time) three (3) Business Days prior