Contract analysis

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.01 — Definitions As used in this Agreement, the following terms have the meanings set forth below: "Account" means an "account" as defined in Article 9 of the UCC, and includes, without limitation, all accounts receivable, contract rights, and rights to payment of any Loan Party, whether arising from the sale of goods, the performance of services, or otherwise, and all proceeds thereof. "Administrative Agen

Section 1.02 — Interpretation Unless the context of this Agreement otherwise clearly requires, the following rules of interpretation shall apply to this Agreement and the other Loan Documents: (a) References to "Articles," "Sections," "Exhibits," and "Schedules" are references to articles, sections, exhibits, and schedules of this Agreement unless otherwise specified. (b) References to any document, instrument, or ag

Section 1.03 — Accounting Terms and Determinations All accounting terms not specifically defined herein shall be construed in accordance with GAAP. All financial statements, computations, and determinations required to be made or delivered pursuant to this Agreement shall be made in accordance with GAAP as in effect on the Closing Date (including with respect to the application of Financial Accounting Standards Board

Section 1.04 — SOFR and Benchmark Replacement (a) Benchmark Replacement Setting. Notwithstanding anything to the contrary herein or in any other Loan Document, if the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances described in the definition of "Benchmark Transition Event" have arisen with respect to SOFR or Term SOFR, (ii) an Early Opt-in El

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

Section 2.01 — Revolving Commitments (a) Subject to the terms and conditions set forth herein, each Lender severally (and not jointly) agrees to make Revolving Loans to the Borrower from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that shall not exceed the lesser of (i) such Lender's Commitment and (ii) such Lender's Pro Rata Share of the Borrowing Base minus

Section 2.02 — Borrowing Procedures (a) The Borrower shall deliver an irrevocable borrowing request to the Administrative Agent (in substantially the form of Exhibit A or in such other form as may be approved by the Administrative Agent) (i) in the case of a SOFR Loan, not later than 1:00 p.m. (Chicago time) on the Business Day of the requested borrowing (or such earlier notice period as may be required for Term SOFR

Section 2.03 — Letters of Credit (a) General. Subject to the terms and conditions set forth herein, the Issuing Bank agrees to issue standby and commercial Letters of Credit for the account of the Borrower or any Subsidiary Guarantor from time to time during the Availability Period, in such form as may be approved from time to time by the Issuing Bank; provided that the Issuing Bank shall have no obligation to issue

Section 2.04 — Swingline Loans (a) General. Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that shall not exceed Five Million Dollars ($5,000,000) (the "Swingline Sublimit"); provided that the Swingline Lender shall not be required to mak

Section 2.05 — Prepayments (a) Voluntary Prepayments. The Borrower may, at any time and from time to time, prepay Revolving Loans in whole or in part, without premium or penalty (but subject to any SOFR breakage costs as provided in this Agreement), upon at least one (1) Business Day's prior notice to the Administrative Agent (or same-day notice for Base Rate Loans), specifying the date and amount of such prepayment

Section 2.06 — Interest (a) SOFR Loans. Each SOFR Loan shall bear interest for each day during each Interest Period applicable thereto at a rate per annum equal to Adjusted Term SOFR for such Interest Period plus the Applicable Margin for SOFR Loans; provided that in no event shall Adjusted Term SOFR used for calculating interest on any SOFR Loan be less than the SOFR Floor of zero and fifty hundredths percent (0.50%