“Loan Agreement” means that certain term loan agreement, dated as of the date hereof, among Company, as borrower and the other Subsidiary Guarantors from time to time party thereto, as guarantors, the lenders party thereto and Argo, as administrative agent and collateral agent for the lenders and each other secured party, as such agreement is amended, supplemented, or otherwise modified, restated, extended, renewed, or replaced from time to time.
“Loan Agreement Termination Date” means the date on which the Loan Agreement has terminated in accordance with Section 15.06 of the Loan Agreement.
“Revenue Participation Amount” shall mean with respect to any Borrowing, for each fiscal quarter during the Revenue Participation Period, an amount equal to the product of (a) the Applicable Percentage for such Borrowing during such fiscal quarter, multiplied by (b) Net Revenues for such fiscal quarter; provided that the aggregate amount of Net Revenues during any fiscal year (and for fiscal year 2021, excluding the first fiscal quarter) shall not exceed $70,000,000 and any amount of Net Revenue in excess of such $70,000,000 during any such fiscal year shall be disregarded for purposes of calculating the Revenue Participation Amount for any fiscal quarter during such fiscal year .
“Revenue Participation Period” shall mean with respect to any Borrowing the period (a) from and including the later of April 1, 2021 or the Borrowing Date for such Borrowing through (b) the date on which all Obligations with respect to such Borrowing have been paid in full.
“Review Period” shall have the meaning set forth in Section 2.01(a).
Section 1.02Accounting Terms and Principles. Section 1.02 of the Loan Agreement is hereby incorporated by reference as if set forth herein in its entirety.
Section 1.03Interpretation. For all purposes of this Agreement, except as otherwise expressly provided herein or unless the context otherwise requires, (a) the terms defined in this Agreement include the plural as well as the singular and vice versa; (b) words importing gender include all genders; (c) any reference to a Section, Annex, Schedule or Exhibit refers to a Section of, or Annex, Schedule or Exhibit to, this Agreement; (d) any reference to “this Agreement” refers to this Agreement, including all Annexes, Schedules and Exhibits hereto, and the words herein, hereof, hereto and hereunder and words of similar import refer to this Agreement and its Annexes, Schedules and Exhibits as a whole and not to any particular Section, Annex, Schedule, Exhibit or any other subdivision; (e) references to days, months and years refer to calendar days, months and years, respectively; (f) all references herein to “include” or “including” shall be deemed to be followed by the words “without limitation”; (g) the word “from” when used in connection with a period of time means “from and including” and the word “until” means “to but not including”; and (h) accounting terms not specifically defined herein shall be construed in accordance with GAAP. Unless otherwise expressly provided herein, references to organizational documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto permitted by the Loan Documents.
Section 1.04Incorporation by Reference. In the event that the Loan Agreement Termination Date occurs prior to the termination of this Agreement and the satisfaction of all