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: "Adjusted EBITDA" means, for any period, Consolidated Net Income for such period, plus (a) the following to the extent deducted (and not added back) in computing Consolidated Net Income for such period: (i) Consolidated Interest Expense, (ii) provision for federal, state, local, and foreign income taxe

Section 1.02 — Other Interpretive Provisions For purposes of this Agreement, the following rules of construction and interpretation shall apply: (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

Section 1.03 — Accounting Terms (a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in th

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 New York City time (Eastern time).

Section 1.06 — Currency Equivalents (a) The Administrative Agent shall determine the Dollar Equivalent of amounts denominated in Euros, and the Euro Equivalent of amounts denominated in Dollars, as of such dates and at such times as it shall determine, using the applicable spot rate of exchange available to it at the relevant time. (b) For purposes of determining compliance with Section 6.10 and for all other financi

Section 1.07 — Limited Condition Transactions In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of (a) determining compliance with any provision of this Agreement that requires the calculation of the Net Leverage Ratio, the Interest Coverage Ratio, or any other financial ratio or test (including the determination of compliance on a Pro Forma Basis), (b) determi

ARTICLE II — THE COMMITMENTS AND BORROWINGS

Section 2.01 — The 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 set forth, each Lender severally (and not jointly or jointly and severally) agrees to make a Term Loan to the Borrower (or, in the case of the EUR Sub-Tranche, to the Co-Borrower) on the Closing Date in a single draw in an aggregate princi

Section 2.02 — Borrowings, Conversions, and Continuations of Term Loans (a) The Borrower shall deliver a Borrowing Request to the Administrative Agent in substantially the form of Exhibit B not later than 12:00 noon (New York City time) at least three (3) Business Days prior to the Closing Date. Such Borrowing Request shall specify (i) the aggregate principal amount of the Term Loans to be borrowed (separately for th

Section 2.04 — Repayment of Term Loans; Amortization (a) The Borrower shall repay (and shall cause the Co-Borrower to repay, as applicable) to the Administrative Agent, for the ratable account of the Lenders, the aggregate outstanding principal amount of all Term Loans on the Maturity Date. (b) In addition to the repayment required by Section 2.04(a), the Borrower shall make (and shall cause the Co-Borrower to make,

Section 2.05 — Prepayments (a) Voluntary Prepayments (i) The Borrower may, upon notice to the Administrative Agent in substantially the form of Exhibit E, at any time and from time to time prepay the Term Loans in whole or in part without premium or penalty (except as provided in clause (ii) below), in a minimum principal amount of $5,000,000 (or the Euro Equivalent thereof) or any integral multiple of $1,000,000 (or