Contract analysis

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.01 — Defined Terms As used in this Agreement, the following terms have the meanings specified below: “ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, bear interest at a rate determined by reference to the Alternate Base Rate. “Administrative Agent” means Meridian Atlantic Bank, National Association, in its capacity as administrative

Section 1.02 — Classification of Loans and Borrowings For purposes of this Agreement, Loans may be classified and referred to by Type (e.g., a “Term SOFR Loan” or an “ABR Loan”) or by class (e.g., a “Revolving Loan” or a “Swingline Loan”), as appropriate. Borrowings of Revolving Loans are distinguished by whether the Revolving Loans comprising such Borrowing are Term SOFR Loans or ABR Loans, and by the Interest Perio

Section 1.03 — Terms Generally 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 construed to have the same

Section 1.04 — Accounting Terms; GAAP Except as otherwise expressly provided herein, all accounting terms not specifically defined herein shall be construed in accordance with IFRS as applied by the Borrower in the preparation of its consolidated financial statements. It is acknowledged that the Borrower reports its financial statements under IFRS. If at any time any change in IFRS would affect the computation of any

Section 1.05 — Interest Rates; Benchmark Notification The interest rate on Term SOFR Loans may be derived from reference rates that are published and are intended to reflect benchmark borrowing rates. Such benchmark rates may be discontinued or may become unavailable or non-representative. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, (a) the

Section 1.06 — 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 another 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 subse

Section 2.01 — Revolving Commitments Subject to the terms and conditions set forth herein, each Lender severally agrees to make Revolving Loans to the Borrower from time to time during the period from and including the Closing Date to but excluding the Maturity Date, in an aggregate principal amount at any time outstanding not to exceed such Lender’s Commitment. The Total Commitments on the Closing Date shall be $150

Section 2.02 — Loans and Borrowings (a) Each Revolving Borrowing shall be comprised entirely of ABR Loans or entirely of Term SOFR Loans, as the Borrower may request in accordance herewith. (b) At the commencement of each Interest Period for any Term SOFR Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Each ABR Borrowing shall be in an

Section 2.03 — Requests for Borrowings To request a Revolving Borrowing, the Borrower shall deliver to the Administrative Agent a Borrowing Request executed by a Responsible Officer of the Borrower. Each such Borrowing Request shall be irrevocable and shall be delivered not later than (a) 11:00 a.m., New York City time, three (3) Business Days prior to the requested date of any Term SOFR Borrowing and (b) 11:00 a.m.,

Section 2.04 — Swingline Loans (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower from time to time during the period from and including the Closing Date to but excluding the Maturity Date, in an aggregate principal amount at any time outstanding not to exceed the Swingline Sublimit of $15,000,000; provided that after giving effect to any Swin