Contract analysis

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.01 — Defined Terms As used in this Credit Agreement, the following terms shall have the meanings set forth below: "Accordion Commitment" means incremental revolving commitments obtained pursuant to Section 2.15 in an aggregate principal amount of up to $15,000,000, for a potential total revolving commitment of $45,000,000 (being the sum of the initial Commitment of $30,000,000 and the maximum Accordion Comm

Section 1.02 — Other Interpretive Provisions For purposes of this Credit Agreement, the following rules of 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" shall be

Section 1.03 — Accounting Terms and GAAP All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Credit Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, subject to the followin

Section 1.04 — Rounding Any financial ratios and calculations required by this Credit Agreement shall be calculated to the nearest one-hundredth (e.g., 1.00:1.00), with any figure of 0.005 or above being rounded up and any figure below 0.005 being rounded down.

Section 1.05 — References to Agreements, Laws, Etc. Unless otherwise specifically provided herein, (a) any reference to any law, statute, regulation, or rule shall be deemed also to refer to all statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting such law, statute, regulation, or rule, and (b) any reference to any agreement or instrument shall be deemed to include su

Section 1.06 — Times of Day Unless otherwise specified, all references herein to times of day shall be references to New York City time (Eastern Time).

Section 1.07 — Letter of Credit Amounts Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, that with respect to any Letter of Credit that, by its terms or the terms of any document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such

Section 1.08 — SOFR Benchmark Replacement (a) Benchmark Transition Event. Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all pur

ARTICLE II — THE REVOLVING CREDIT FACILITY

Section 2.01 — Revolving Commitments Subject to the terms and conditions set forth herein, the Lender 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 that will not result in the Aggregate Revolving Credit Outstandings exceeding the Commitment at any time. Within the limits of the

Section 2.02 — Borrowing Procedures (a) Borrowing Request. Each borrowing of Revolving Loans shall be made upon the Borrower's delivery to the Administrative Agent of a duly completed Borrowing Request substantially in the form of Exhibit A (or such other form approved by the Administrative Agent). Each such Borrowing Request shall be irrevocable and shall specify (i) the aggregate principal amount of the Revolving L

Section 2.03 — Letters of Credit (a) General. Subject to the terms and conditions set forth herein, the Borrower may request the issuance of standby Letters of Credit for its account from time to time during the period from and including the Closing Date to but excluding the date that is five (5) Business Days prior to the Maturity Date. Ridgeline National Bank, National Association shall serve as the issuing bank wi

Section 2.04 — Prepayments (a) Voluntary Prepayments. The Borrower may prepay any outstanding Revolving Loan, in whole or in part, at any time without premium or penalty (subject to Section 2.14 with respect to breakage costs for SOFR Loans), upon delivery to the Administrative Agent of a written notice specifying the date and amount of such prepayment and, in the case of SOFR Loans, at least three (3) Business Days

Section 2.05 — Reduction and Termination of Commitments (a) Voluntary Reduction. The Borrower may, upon at least five (5) Business Days' prior written notice to the Administrative Agent, permanently reduce the Commitment in whole or in part. Each partial reduction of the Commitment shall be in a minimum aggregate amount of $1,000,000 (or integral multiples of $500,000 in excess thereof). Any such reduction shall be i

Section 2.06 — Repayment of Revolving Loans The Borrower shall repay to the Lender the entire outstanding principal balance of all Revolving Loans on the Maturity Date, together with all accrued and unpaid interest thereon. Interest on Revolving Loans shall be payable on each Interest Payment Date as specified in Section 2.07. The Borrower may reborrow Revolving Loans that have been repaid or prepaid, subject to the

Section 2.07 — Interest (a) SOFR Loans. Each SOFR Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Adjusted Term SOFR for such Interest Period (which, for the avoidance of doubt, equals Term SOFR plus the SOFR Adjustment of 10 basis points for a one-month Interest Period or 15 basis points for a three-month Interest Period) plus the Applica

Section 2.08 — Fees (a) Upfront Fee. The Borrower shall pay to the Administrative Agent, for the account of the Lender, an upfront fee of $150,000 (calculated as 0.50% of the Commitment of $30,000,000), which fee shall be earned in full and payable on the Closing Date. The Upfront Fee, once paid, shall be non-refundable under any circumstances. (b) Unused Commitment Fee. The Borrower shall pay to the Administrative A

Section 2.09 — Computation of Interest and Fees Except as otherwise expressly provided herein, all computations of interest and fees shall be made on the basis of a 360-day year and actual days elapsed (which results in more interest or fees being paid than if computed on the basis of a 365-day year); provided, that computations of interest on Base Rate Loans computed by reference to the Administrative Agent's prime

Section 2.10 — Evidence of Indebtedness (a) Register. The Administrative Agent shall maintain at its office a register (the "Register") in which the Administrative Agent shall record the principal amount of each Revolving Loan made by the Lender, each repayment or prepayment of principal, each payment of interest, each Letter of Credit issued and each drawing thereunder, the type and Interest Period of each Revolving

Section 2.11 — Payments Generally (a) Manner of Payment. All payments to be made by the Borrower hereunder or under any other Loan Document shall be made in lawful money of the United States of America, in immediately available funds, without set-off, counterclaim, or deduction of any kind, to the Administrative Agent at the account of the Administrative Agent at Ridgeline National Bank, National Association (or such

Section 2.12 — Taxes (a) Payments Free of Taxes. Any and all payments by or on account of any Obligation of the Borrower shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law requires the deduction or withholding of any Tax from any such payment by the Borrower, then the Borrower shall be entitled to make such deduction or withholding and shall timel