Contract analysis

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.01 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Adjusted EBITDA" or "Consolidated Adjusted EBITDA" means, for any period, Consolidated Net Income of the Borrower and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP, plus, without duplication and to the extent deducted (and not added back) in de

Section 1.02 — Other Interpretive Provisions Unless the context of this Agreement otherwise requires: (a) the definitions of terms herein shall apply equally to the singular and plural forms of the terms defined; (b) whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms; (c) the words "include," "includes," and "including" shall be deemed to be followed by

Section 1.03 — Rounding Any financial ratios required to be maintained or tested by any Loan Party 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)

Section 1.04 — References to Agreements and Laws Unless otherwise expressly provided herein, (a) references to any agreement (including this Agreement), instrument, statute, or regulation are to such agreement, instrument, statute, or regulation as amended, restated, supplemented, or otherwise modified from time to time, and (b) references to any statute or regulation shall include all statutory and regulatory provis

Section 1.05 — Currency Equivalents For purposes of this Agreement, the Dollar Equivalent of the EUR Sub-Tranche shall be calculated at the Spot Rate as of the Closing Date. For ongoing compliance purposes, including the determination of compliance with the financial covenants set forth in Article VII and the baskets and thresholds set forth in Articles V and VI, the Dollar Equivalent of amounts denominated in Euros

Section 1.06 — 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 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

ARTICLE II — THE TERM LOAN FACILITY

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 Term Loan to the Borrower (in the case of the USD Tranche) and/or to the Co-Borrower (in the case of the EUR Sub-Tranche) on the Closing Date, in a single drawing, in an aggregate principal amount equal to such Lender's Commitment as set forth on Schedule 2.01. The Comm

Section 2.02 — Borrowing Procedures (a) The Borrower (on behalf of itself and the Co-Borrower) shall deliver a Borrowing Request, substantially in the form of Exhibit B, to the Administrative Agent no later than 1:00 p.m. (New York City time) three (3) Business Days prior to the requested Closing Date funding date. The Borrowing Request shall specify (i) the aggregate principal amount of Term Loans to be borrowed und

Section 2.03 — Funding of Term Loans (a) Each Lender shall make available to the Administrative Agent, at the Administrative Agent's office at 1200 Harbor Point Drive, Charlotte, NC 28202, or such other location as the Administrative Agent may specify, in immediately available funds, no later than 1:00 p.m. (New York City time) on the Closing Date, an amount equal to such Lender's pro rata share of the Term Loans to

Section 2.04 — Use of Proceeds (a) The Borrower shall use the proceeds of the USD Tranche ($675,000,000) solely as follows: (i) to fund Phase I construction of the Virginia Campus in an amount of $475,000,000, which amount shall be deposited into the Virginia campus construction escrow account established and maintained by Pinnacle Trust Company, N.A., as Escrow Agent, pursuant to the Virginia Escrow Agreement; (ii)

Section 2.05 — Interest (a) Interest Rate — USD Tranche. Each USD Tranche Loan shall bear interest at a rate per annum equal to Term SOFR for the applicable Interest Period, plus the Applicable Rate of 4.25% (425 basis points) per annum. The SOFR Floor shall be 0.50% per annum. If, as of any date of determination, Term SOFR for any Interest Period would be less than 0.50%, Term SOFR shall be deemed to be 0.50% per an

Section 2.06 — Repayment of Term Loans (a) Scheduled Amortization. The Borrower and the Co-Borrower shall repay the principal of the Term Loans in consecutive quarterly installments on the first Business Day of each March, June, September, and December, commencing on Septem