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: "Acquisition" means any transaction, or any series of related transactions, by which any Loan Party or any Restricted Subsidiary thereof (a) acquires any ongoing business or all or substantially all of the assets of any Person, whether through purchase of assets, merger, or otherwise, or (b) acquires (

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 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. The words "include

Section 1.03 — Accounting Terms All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, subject to Section 1.04. All financial

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) expressed t

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 Not applicable. No letter of credit sub-facility is being established under this Term Loan B Agreement.

Section 1.07 — SOFR Provisions (a) Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a) of the definition of "Benchmark Replacement" for such Benchmar

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 agrees to make a single 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 (each such term loan, a "Term Loan"). The aggregate amount of all Term Loan Commitments as of the date hereof is One Billion F

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

Section 2.05 — Prepayments (a) Voluntary Prepayments (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loans in whole or in part without premium or penalty; provided, however, that: (A) Soft Call Premium. If, within the first months after the Closing Date, the Borrower prepays, refinances, reprices, or otherwise replaces all or any portion of t