Extract to table

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment or method for calculating or determining such spread adjustment, which spread adjustment shall be selected by the Administrative Agent and the Borrower giving due consideration to any evolving or then-prevailing market convention for U

“Change of Control” means the occurrence of any of the following: (a) any Person or group of Persons (within the meaning of Sections 13(d) and 14(d) of the Securities Exchange Act of 1934), other than one or more Permitted Holders, acquires beneficial ownership, directly or indirectly, of more than 35% of the voting equity interests of the Borrower; (b) after giving effect to the Acquisition, the Borrower shall cease to own, directly or indirectly, 100% of the equity interests of NovaMart Global Inc

“Commitment” means, as to any Lender, such Lender’s Term Loan Commitment, and “Commitments” means the aggregate of all such Term Loan Commitments, which on the Closing Date shall equal $750,000,000

“Consolidated EBITDA” means, for any period, Consolidated Net Income for such period, plus, without duplication, to the extent deducted in determining such Consolidated Net Income, interest expense, income tax expense, depreciation and amortization, and customary add-backs for stock-based compensation, Transaction Costs, restructuring and integration charges subject to a cap to be agreed, other non-cash charges, losses or expenses, minus, without duplication, non-cash gains and income items included in Consolidated Net Income for such period; provided that Consolidated EBITDA for the Borrower’s fiscal year ended December 31, 2024 shall be deemed to be $1,830,000,000 for purposes of reference and pro forma calculations contemplated by this Agreement

“Excess Cash Flow” means, for any fiscal year, an amount equal to Consolidated EBITDA for such fiscal year minus, without duplication, the sum of (a) capital expenditures paid in cash during such fiscal year, (b) cash taxes paid during such fiscal year, (c) scheduled principal payments on Indebtedness paid in cash during such fiscal year, (d) increases in working capital during such fiscal year, and (e) such other customary deductions and adjustments as are consistent with the definition of excess cash flow in comparable credit facilities; provided that decreases in working capital and other customary positive adjustments shall be added back to the extent consistent with market practice

“Fiscal Year” means the fiscal year of the Borrower and its Subsidiaries, which shall end on December 31 of each calendar year