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: "Acquisition" means any transaction, or any series of related transactions, consummated after the Closing Date, by which the Borrower or any of its Restricted Subsidiaries (a) acquires any going business or all or substantially all of the assets of any firm, corporation, limited liability company, part

Section 1.02 — Other Interpretive Provisions (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," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." The word "will" shall be constr

Section 1.03 — Accounting Terms (a) 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 as in effect on the Closing Date (the "Frozen GAAP Date"), applied on a consistent basis, except a

Section 1.04 — Pro Forma Calculations (a) For purposes of calculating compliance with the financial covenants in Section 7.01 and for purposes of any other financial calculation under this Agreement, if at any time during the applicable four-quarter reference period the Borrower or any Restricted Subsidiary shall have completed an Acquisition, a Disposition, or the incurrence or repayment of Indebtedness (in each cas

Section 1.05 — Currency Conversion (a) The EUR Sub-Tranche shall be funded in Euros at the spot exchange rate on the Closing Date. As of the date hereof, the Closing Date exchange rate is anticipated to be EUR/USD 1.0846 (such rate, or the actual rate on the Closing Date, the "Closing Date Exchange Rate"). (b) For purposes of all financial covenant calculations under this Agreement (including the Net Leverage Ratio,

Section 1.06 — Divisions of LLCs 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 per

ARTICLE II — THE COMMITMENTS AND BORROWINGS

Section 2.01 — Term Loan Commitments (a) Subject to the terms and conditions set forth herein and in reliance upon the representations and warranties of the Loan Parties herein, each Lender severally (and not jointly) agrees to make a Term Loan to the Borrower (or, with respect to the EUR Sub-Tranche, to the Co-Borrower) on the Closing Date in the amount set forth opposite such Lender's name on Schedule 2.01 hereto (

Section 2.02 — Borrowings; Funding (a) The Borrower shall submit a Borrowing Request (substantially in the form of Exhibit B) to the Administrative Agent not less than three (3) Business Days prior to the requested Borrowing Date for SOFR Loans, two (2) Business Days prior to the requested Borrowing Date for EURIBOR Loans, and one (1) Business Day prior to the requested Borrowing Date for Base Rate Loans. The Borrowi

Section 2.03 — Interest (a) USD Tranche. Each USD Tranche Loan that is a SOFR Loan shall bear interest for each Interest Period at a rate per annum equal to Term SOFR for such Interest Period plus the Applicable Rate of 4.25%, subject to a SOFR Floor of 0.50% per annum. Each USD Tranche Loan that is a Base Rate Loan shall bear interest at a rate per annum equal to the Base Rate plus the Applicable Rate minus 1.00% (i