Contract analysis

ARTICLE I DEFINITIONS AND ACCOUNTING TERMS

Section 1.01. Defined Terms As used in this Agreement (including the recitals hereto), the following terms shall have the following meanings, which shall be equally applicable to both the singular and plural forms of the terms defined: "ABR" means, for any day, a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 0.50%, (b) the Prime Rate in effect on such day and (c) Term SOFR for a o

Section 1.02. Other Interpretive Provisions With reference to this Agreement and each other Loan Document, unless otherwise specified: (a) the definitions of terms herein shall apply equally to the singular and plural forms; (b) the words "hereof," "herein," "hereunder" and words of similar import shall refer to this Agreement as a whole and not to any particular provision; (c) Article, Section, Schedule and Exhibit

Section 1.03. Accounting Terms All accounting terms not specifically defined herein shall be construed in accordance with GAAP as in effect from time to time. Notwithstanding the foregoing, the Borrower may, at any time, elect (a) that all determinations of GAAP shall be made using GAAP as in effect on the Closing Date (the "Frozen GAAP Election") or (b) to use IFRS in lieu of GAAP; provided that, in each case, the B

Section 1.04. Rounding Any financial ratios required to be maintained or calculated under 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 in this Agreement, and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number) to the nu

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

Section 1.06. Letter of Credit Amounts For purposes of any calculation of the amount of any Letter of Credit denominated in a currency other than Dollars, the amount of such Letter of Credit shall be deemed to be the Dollar Equivalent thereof, calculated as of the date of issuance and re-calculated as of the last Business Day of each calendar quarter.

Section 1.07. Pro Forma Calculations For purposes of calculating any financial ratio or determining compliance with any covenant that references Consolidated EBITDA, all Specified Transactions (including the Transactions, any Permitted Acquisition, any material disposition, any incurrence or repayment of Indebtedness and the making or repayment of Investments) consummated during the applicable Test Period or thereaft

Section 1.08. Divisions For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction's laws): (a) 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 the

Section 1.09. Exchange Rates The Dollar Equivalent of any amount denominated in a currency other than Dollars shall be determined by the Administrative Agent using the spot rate of exchange for the applicable currency in the New York foreign exchange market on the applicable determination date, as published by the Administrative Agent or such other publicly available source as the Administrative Agent may select.

ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS

Section 2.01. The Loans (a) Term Loan B Commitments. Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make a single loan in Dollars to the Borrower on the Closing Date in an amount equal to such Lender's Term Loan Commitment. The aggregate principal amount of Term Loans made on the Closing Date shall be $3,740,000,000. Amounts borrowed under this Section 2.01(a) and repaid or

Section 2.02. Borrowings, Conversions, and Continuations of Loans Each borrowing of SOFR Loans and each continuation or conversion thereof shall be made pursuant to a Loan Notice (Exhibit A) delivered to the Administrative Agent (a) not later than 12:00 noon three U.S. Government Securities Business Days prior to the proposed date of borrowing, continuation or conversion in the case of SOFR Loans, and (b) not later t

Section 2.03. Letters of Credit Subject to the terms and conditions hereof, each Issuing Bank agrees to issue, from time to time from the Closing Date to but excluding the fifth Business Day prior to the Revolving Maturity Date, Letters of Credit denominated in Dollars or an Alternative Currency for the account of the Borrower; provided that the aggregate LC Exposure shall not at any time exceed $75,000,000 (the "LC

Section 2.04. Swingline Loans The Swingline Lender shall make Swingline Loans upon request of the Borrower by notice delivered not later than 1:00 p.m. on the proposed date of such Swingline Loan. Each Swingline Loan shall be in a minimum amount of $500,000 and shall bear interest at ABR plus the Applicable Rate. Each Revolving Lender is deemed to have purchased, and hereby agrees to purchase from the Swingline Lende

Section 2.05. Prepayments (a) Voluntary Prepayments. (i) Term Loans. The Borrower may voluntarily prepay Term Loans, in whole or in part, at any time without premium or penalty, subject to (A) Section 3.05 breakage costs and (B) the following repricing protection: if, at any time during the period from the Closing Date to and including the six-month anniversary of the Closing Date, the Borrower (1) prepays all or any

Section 2.06. Termination or Reduction of Commitments The Borrower may, upon written notice to the Administrative Agent not less than three Business Days prior to the effective date, terminate the Revolving Commitments in whole or reduce the Revolving Commitments ratably in an aggregate amount of not less than $10,000,000 or an integral multiple of $5,000,000 in excess thereof; provided that no such reduction shall r

Section 2.07. Repayment of Loans (a) Term Loans — Scheduled Amortization. The Borrower shall repay the aggregate outstanding principal amount of the Term Loans in consecutive quarterly installments, each equal to 0.25% of the original aggregate principal amount thereof ($9,350,000 per installment, based on the initial $3,740,000,000 principal amount), payable on the last Business Day of each fiscal quarter, commencin

Section 2.08. Interest (a) Rate. Each Loan shall bear interest at a rate per annum equal to: (i) with respect to Term Loans that are SOFR Loans: Term SOFR for the applicable Interest Period plus 3.25%, subject to the Floor of 0.00%; (ii) with respect to Term Loans that are ABR Loans: ABR plus 2.25%; (iii) with respect to Revolving Loans that are SOFR Loans: Term SOFR for the applicable Interest Period plus 2.75%, sub

Section 2.09. Fees (a) Commitment Fee (Revolving). The Borrower shall pay to the Administrative Agent, for the account of each Revolving Lender, a commitment fee accruing at the rate of 0.375% per annum on the daily average unused portion of such Lender's Revolving Commitment during the period from the Closing Date to and including the Revolving Maturity Date; provided that, at any time when the First Lien Net Levera

Section 2.10. Computation of Interest and Fees All computations of interest for SOFR Loans and all computations of commitment fees, ticking fees and letter of credit fees shall be made on the basis of a year of 360 days and the actual number of days elapsed. Computations of interest for ABR Loans (when ABR is determined by reference to the Prime Rate) shall be made on the basis of a year of 365 or 366 days, as applic

Section 2.11. Evidence of Indebtedness The Administrative Agent shall maintain, at its office in New York City, a copy of each Assignment and Assumption delivered to it and a register (the "Register") for the recordation of the names and addresses of the Lenders, the Commitments of, and the outstanding principal amounts and interest owing to, each Lender. The entries in the Register shall be conclusive absent manifes

Section 2.12. Payments Generally; Administrative Agent's Clawback All payments to be made by the Borrower under any Loan Document shall be made in Dollars in immediately available funds, without setoff, deduction or counterclaim, not later than 2:00 p.m. on the due date, to the Administrative Agent at the following account, or such other account as the Administrative Agent may from time to time specify: Meridian Atla

Section 2.13. Sharing of Payments by Lenders If any Lender obtains a payment (whether voluntary, involuntary, through setoff or otherwise) in respect of the Loans held by it in excess of its ratable share of such payment, such Lender shall promptly purchase participations in the Loans of the other Lenders as necessary such that all Lenders share such payment ratably; provided that if any such excess payment is therea

Section 2.14. Incremental Facilities (a) Right to Request Incremental Facilities. The Borrower may, on one or more occasions after the Closing Date, by written notice to the Administrative Agent, request (i) additional Term Loans of the same Class as the initial Term Loans or of a new Class ("Incremental Term Loans") and/or (ii) increases in the Revolving Commitments ("Incremental Revolving Commitments"; together wit

Section 2.15. Extensions of Maturity The Borrower may, by notice to the Administrative Agent, request an extension of the Term Loan Maturity Date and/or the Revolving Maturity Date with respect to all or a portion of any Class of Term Loans or Revolving Commitments (each, an "Extension Amendment"), on terms customary for such extensions. Any Lender may elect, in its sole discretion, to accept or decline such extensio

Section 2.16. Refinancing Amendments The Borrower may, by notice to the Administrative Agent, obtain refinancing term loans or refinancing revolving commitments (in each case, from existing Lenders or new lenders) to refinance all or a portion of any Class of Term Loans or Revolving Commitments (each, a "Refinancing Amendment"), on terms and conditions customary for refinancing amendments in credit agreements of this

ARTICLE III TAXES, YIELD PROTECTION, AND ILLEGALITY

Section 3.01. Taxes All payments made by 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 (i) the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or with

Section 3.02. Illegality If any Lender determines that any applicable law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender to make, maintain or fund SOFR Loans, then, upon notice thereof to the Borrower (through the Administrative Agent), (a) any obligation of such Lender to make or continue SOFR Loans, or to convert ABR Loans to SOFR Loans, shall be suspended

Section 3.03. Inability to Determine Rates If, in connection with any request for a SOFR Loan or a continuation thereof, (a) the Administrative Agent determines that adequate and reasonable means do not exist for ascertaining Term SOFR, or (b) the Required Lenders determine that Term SOFR for the applicable Interest Period does not adequately and fairly reflect the cost to such Lenders of funding such Loan, then the

Section 3.04. Increased Costs If any change in applicable law, or in the interpretation thereof by any Governmental Authority, occurring after the Closing Date (a) shall subject any Lender to any tax or other charge with respect to its Loans or Commitments (other than taxes indemnified under Section 3.01 or Excluded Taxes), (b) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, ins

Section 3.05. Compensation for Losses Upon demand of any Lender from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred by it as a result of (a) any payment or prepayment of a SOFR Loan on a day other than the last day of the applicable Interest Period, (b) any failure to borrow, continue or convert a SOFR Loan on the dat

Section 3.06. Mitigation Obligations If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay additional amounts under Section 3.01, or if any Lender gives notice under Section 3.02, then such Lender shall use reasonable efforts to designate a different lending office or to assign its rights and obligations to another of its Affiliates or offices if such designation or assignment

Section 3.07. Replacement of Lenders I