Contract analysis

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.01 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below: "Account Control Agreement" means the Deposit Account Control Agreement dated as of or about the Closing Date, by and among Seller, Administrative Agent, and Pinnacle Atlantic Bank, N.A. (in its capacity as depositary bank), granting Administrative Agent "control" (as defined in Section 9-104 of the UCC)

Section 1.02 — Interpretation (a) Unless the context otherwise requires, (i) terms used herein that are defined in the UCC shall have the meanings set forth in the UCC; (ii) the headings and captions in this Agreement are for convenience of reference only and shall not define, limit, or otherwise affect the meaning or interpretation of any provision of this Agreement; (iii) words importing the singular number shall i

Section 1.03 — SOFR Benchmark Provisions (a) Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Transaction Document, if Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) SOFR has been permanently or indefinitely discontinued, (ii) the administrator of SOFR or a Governmental Authority having jurisdiction over such administrator

ARTICLE II — THE FACILITY; PURCHASE AND REPURCHASE TRANSACTIONS

Section 2.01 — The Facility (a) Establishment of Facility. Subject to the terms and conditions of this Agreement, Administrative Agent and the Buyers hereby establish a master repurchase facility in favor of Seller with a Maximum Facility Amount of Forty Million Dollars ($40,000,000) (the "Facility"). During the Revolving Period, Seller may, from time to time, sell Eligible Receivables to the Buyers, and the Buyers s

Section 2.02 — Purchase Transactions During the Revolving Period (a) Purchase Requests. During the Revolving Period (commencing on the Closing Date and ending on August 28, 2026), Seller may request Purchase Transactions by delivering a Purchase Request in the form attached hereto as Exhibit A to Administrative Agent no later than two (2) Business Days prior to the proposed Purchase Date. Each Purchase Request shall

Section 2.03 — Repurchase Transactions (a) Repurchase Generally. On each Repurchase Date (including the Facility Maturity Date), Seller shall repurchase from the Buyers all Purchased Receivables designated in the applicable Repurchase Notice at the Repurchase Price therefor. Payment of the Repurchase Price shall be made in immediately available funds in United States dollars to Administrative Agent, for distribution

Section 2.04 — Price Differential (a) Accrual. The price differential (the "Price Differential") shall accrue on the outstanding Purchase Price of each Purchased Receivable at the Pricing Rate (Adjusted SOFR plus 260 basis points per annum) from and including the applicable Purchase Date to but excluding the date on which such Purchased Receivable is repurchased in full. (b) Day Count. The Price Differential shall be

Section 2.05 — Payment Dates and Mechanics (a) Payment Dates. All payments of Price Differential, fees, and other amounts due hereunder shall be payable on each Payment Date (the fifteenth (15th) day of each calendar month, or, if such day is not a Business Day, the next succeeding Business Day), commencing on March 15, 2026 and continuing on each Payment Date thereafter during the Facility Term. (b) Immediately Avai

Section 2.06 — Commitment Reductions (a) Voluntary Reduction. Seller may, at any time, upon not less than five (5) Business Days' prior written notice to Administrative Agent, permanently reduce the Maximum Facility Amount. Any such reduction shall be in a minimum amount of Five Million Dollars ($5,000,000) and in integral multiples of One Million Dollars ($1,000,000) in excess thereof. Each such reduction shall be i

Section 2.07 — Payment Waterfall (a) Collections. All collections on Purchased Receivables (including all principal, interest, fees, late charges, and any other amounts received from or on behalf of Obligors) shall be deposited into the Collection Account in accordance with Section 6.10. (b) Revolving Period Waterfall. During the Revolving Period, on each Payment Date, amounts on deposit in the Collection Account sha

Section 2.08 — Accounts (a) Collection Account. On or prior to the Closing Date, Seller shall establish and maintain a segregated deposit account (the "Collection Account") at Pinnacle Atlantic Bank, N.A. in the name of Seller, bearing a designation indicating that such account is subject to the lien and control of Administrative Agent. The Collection Account shall be subject to an Account Control Agreement in favor

ARTICLE III — CONDITIONS PRECEDENT

Section 3.01 — Conditions Precedent to Effectiveness and Initial Purchase Transaction The effectiveness of this Agreement and the obligation of the Buyers to consummate the initial Purchase Transaction hereunder are subject to the prior satisfaction (or waiver by Administrative Agent) of each of the following conditions precedent: (a) Transaction Documents. Administrative Agent shall have received duly executed count