Commitment means, as to each Lender, its obligation to (a) make
Revolving Loans to the Borrower pursuant to Section 2.01, (b) purchase participations in L/C Obligations, and (c) purchase participations in Swingline Loans, in an aggregate principal amount at any one time outstanding not to
exceed the amount set forth opposite such Lenders name on Schedule 1.01(b) under the caption Commitment or opposite such caption in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as
applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The Commitment of all of the Lenders on the Closing Date shall be $550,000,000.
Commodity Exchange Act means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time,
and any successor statute.
Compliance Certificate means a certificate substantially in the form of
Exhibit C.
Conforming Changes means, with respect to the use, administration of or any conventions associated with SOFR, Term SOFR, SONIA, EURIBOR, TIBOR or any proposed
Successor Rate for any currency, any conforming changes to the definitions of Base Rate, SOFR, Term SOFR Screen Rate, SONIA,
EURIBOR, TIBOR, and Interest Period, timing and frequency of determining
rates and making payments of interest and other technical, administrative or operational matters (including,
for the avoidance of doubt, the definition of Business Day, U.S. Government Securities Business Day, timing of borrowing requests
or prepayment, conversion or continuation notices and length of lookback periods) as may be appropriate, in
the discretion of the Administrative Agent, to reflect the adoption and implementation of such applicable
rate(s) and to permit the administration thereof by the Administrative Agent in a manner substantially
consistent with market practice for such currency (or, if the Administrative Agent determines that adoption of any portion of such market practice is not administratively
feasible or that no market practice for the administration of such rate for such currency exists, in such other manner of administration as the Administrative Agent determines is reasonably necessary in connection
with the administration of this Agreement and any other Loan Document).
Connection Income Taxes means Other Connection Taxes that are imposed on
or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.
Consolidated
means, when used with reference to financial statements or financial statement items of the Borrower and its Subsidiaries or any other Person, such statements or items on a consolidated basis in accordance with the consolidation principles of GAAP.
Consolidated Compliance EBITDA shall mean, with respect to the fiscal quarters ending June 30, 2020 and
September 30, 2020, the greater of (A) Consolidated EBITDA for such Measurement Period and (B) (x) for the fiscal quarter ending June 30, 2020, an amount equal to $66,484,800 or (y) for the fiscal quarter ending
September 30, 2020, an amount equal to $65,746,800.
Consolidated EBITDA means, for any period, the sum of the
following determined on a Consolidated basis, without duplication, for the Borrower and its Subsidiaries in accordance with GAAP, (a) Consolidated Net Income for the most recently completed Measurement Period plus (b) the following
to the extent deducted in calculating such Consolidated Net Income (without duplication): (i) Consolidated Interest Charges, (ii) the provision for federal, state, local and foreign income taxes payable, (iii) depreciation and
amortization expense, (iv) all losses (less gains) in respect of Swap Contracts, (v) fees and expenses incurred and write-downs made in connection with the negotiation, execution and delivery on the Closing Date of the Loan Documents to
the extent such fees, expenses and write-downs in the aggregate do not exceed $2,000,000 and were incurred on or prior to the Closing Date or within 60 days after the Closing Date, (vi) (A) fees and expenses incurred in connection with any
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