Contract analysis

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.01 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Administrative Agent" means Belvedere Credit Opportunities Fund LP, a Delaware limited partnership, with its principal office at 450 Lexington Avenue, 30th Floor, New York, NY 10017, in its capacity as administrative agent for the Lenders hereunder, or any successor administrative agent appointed purs

Section 1.02 — Rules of Interpretation Unless the context otherwise requires, (a) headings and captions are for convenience of reference only and shall not affect the interpretation of this Agreement; (b) words importing the singular include the plural and vice versa; (c) words importing any gender include all genders; (d) the word "including" (and with correlative meaning, "include" and "includes") means "including,

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 Agreement shall be prepared in conformity with, GAAP, as applied by Whitfield & Pryce LLP in auditing the Borrower's consolidated financial statem

Section 1.04 — SOFR Provisions (a) Benchmark Replacement. 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 any setting of the then-current Benchmark, then (i) if a Benchmark Replacement has been determined in accordance with the definition thereof for such Benchmark Replacement Date, such Be

Section 1.05 — Divisions For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction's laws): (a) if any asset, right, obligation, or liability of any Person becomes the asset, right, obligation, or liability of a different Person, then it shall be deemed to have been transferred from the original Person to t

ARTICLE II — THE COMMITMENTS AND LOANS

Section 2.01 — Initial Term Loan Commitment (a) Subject to the terms and conditions set forth herein, Belvedere Credit Opportunities Fund LP (as Initial Lender) hereby agrees to make a term loan (the "Initial Term Loan") to the Borrower on the Closing Date in a single drawing in the aggregate principal amount of $45,000,000. The Initial Term Loan shall be funded on December 19, 2023, which is the Closing Date. (b) Af

Section 2.02 — Delayed Draw Term Loan Commitment (a) Subject to the terms and conditions set forth herein, Belvedere Credit Opportunities Fund LP (as Initial Lender) hereby agrees to make one or more delayed draw term loans (each, a "Delayed Draw Term Loan" or "DDTL") to the Borrower during the DDTL Availability Period in an aggregate principal amount not to exceed $10,000,000. (b) Each Delayed Draw Term Loan shall b

Section 2.03 — Use of Proceeds (a) Initial Term Loan. The proceeds of the Initial Term Loan shall be used solely (i) to fund working capital and general corporate purposes of the Borrower and its subsidiaries, (ii) to pay transaction costs and expenses incurred in connection with the restructuring transactions contemplated by the RSA (including, without limitation, fees and expenses payable to Calderwood & Harkness L

Section 2.04 — Interest (a) Interest Rate. Each Loan shall bear interest on the outstanding principal amount thereof from the date such Loan is made (or, in the case of the Initial Term Loan, from the Closing Date) until the date on which such Loan is repaid in full, at a rate per annum equal to Adjusted Term SOFR (subject to the SOFR Floor of 1.00%) plus 7.00% (700 basis points). (b) Default Interest. Upon the occur

Section 2.05 — Repayment; Prepayments (a) Scheduled Repayment. The outstanding principal balance of all Loans, together with all accrued and unpaid interest thereon and all other Obligations then outstanding, shall be due and payable in full on the Maturity Date (December 19, 2027). There shall be no scheduled amortization of the Loans prior to the Maturity Date, and the entire outstanding principal amount of the Loa

Section 2.06 — Commitment Fee (a) The Borrower shall pay to the Administrative Agent, for the ratable benefit of the Lenders holding Delayed Draw Term Loan Commitments, a commitment fee (the "Commitment Fee") equal to 1.00% per annum on the average daily undrawn Delayed Draw Term Loan Commitment during the DDTL Availability Period. (b) The Commitment Fee shall be payable quarterly in arrears on each Commitment Fee Pa

Section 2.07 — OID (a) The Loans shall be issued at an original issue discount of 2.00% of the aggregate Commitment amount. The OID amount is $1,100,000 ($55,000,000 × 2.00%). (b) The OID shall be applied ratably across the Initial Term Loan Commitment and the Delayed Draw Term Loan Commitment. Accordingly, the net funded proceeds of the Initial Term Loan on the Closing Date shall be $43,900,000 (being $45,000,000 le

Section 2.08 — Payments Generally (a) All payments of principal, interest, fees, and other amounts by the Borrower hereunder and under the other Loan Documents shall be made in immediately available funds in lawful money of the United States of America, free and clear of any and all present or future taxes, deductions, charges, or withholdings (except as required by applicable law, in which case the provisions of Sec

Section 2.09 — Taxes (a) Defined Terms. For purposes of this Section 2.09, the term "applicable law" includes FATCA. (b) Payments Free of Taxes. Any and all payments by or on account of any obligation of any Stonefield Party under any Loan Document 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