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 Pinnacle National Bank, National Association, in its capacity as administrative agent for the Lender under this Agreement and the other Loan Documents, or any successor administrative agent appointed in accordance with Article IX. "Affiliate" means, with respect to any Pers

Section 1.02 — Interpretation Unless the context otherwise requires, in this Agreement and each other Loan Document: (a) References to "Sections," "Articles," "Exhibits," and "Schedules" are references to Sections and Articles of, and Exhibits and Schedules to, this Agreement unless otherwise specifically stated. (b) The terms "include," "includes," and "including" shall be deemed to be followed by the phrase "withou

Section 1.03 — Accounting Terms and GAAP (a) 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 in effect on the Closing Date, applied in a manner consistent with that used in prepar

Section 1.04 — SOFR Benchmark Replacement (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 (being, as of the date hereof, one-month Term SOFR), then the Administrative Agent may, in its reasonable discretion, select a Bench

Section 2.01 — Term Loan Commitment (a) Subject to the terms and conditions set forth herein, and in reliance upon the representations, warranties, and covenants of the Borrower contained herein and in the other Loan Documents, the Lender agrees to make a single-draw senior secured term loan to the Borrower on the Closing Date in the aggregate principal amount of Thirty-Five Million Dollars ($35,000,000) (the "Term L

Section 2.02 — Interest (a) Interest Rate. Subject to clause (d) below, the outstanding principal balance of the Term Loan shall bear interest at a rate per annum equal to the sum of (i) the greater of (A) one-month Term SOFR (as determined in accordance with clause (f) below) and (B) the SOFR Floor of zero and one-half percent (0.50%) per annum, plus (ii) the Applicable Margin of three and one-half percent (3.50%) p

Section 2.03 — Amortization and Repayment (a) Scheduled Amortization. Commencing on November 12, 2022, and continuing on each quarterly amortization date thereafter (being February 12, May 12, August 12, and November 12 of each calendar year, or if such date is not a Business Day, the next succeeding Business Day), the Borrower shall repay the outstanding principal balance of the Term Loan in equal quarterly installm

Section 2.04 — Mandatory Prepayments (a) Asset Dispositions. If the Borrower or any Subsidiary consummates any asset disposition (other than those expressly permitted under Section 7.03(a) or (b) without triggering a mandatory prepayment), the Borrower shall, within five (5) Business Days following receipt of the Net Proceeds therefrom, prepay the outstanding principal balance of the Term Loan in an amount equal to o

Section 2.05 — Voluntary Prepayments (a) Right to Prepay. The Borrower may voluntarily prepay the outstanding principal balance of the Term Loan, in whole or in part, at any time and from time to time, subject to the Prepayment Premium set forth in clause (c) below, upon not less than five (5) Business Days' prior irrevocable written notice to the Administrative Agent (each such notice, a "Prepayment Notice"), which

Section 2.06 — Fees (a) Upfront Fee. On the Closing Date, the Borrower shall pay to the Lender a non-refundable upfront fee in the amount of Three Hundred Fifty Thousand Dollars ($350,000), representing one percent (1.00%) of the original aggregate principal amount of the Term Loan. The upfront fee shall be fully earned when paid and shall not be subject to refund or rebate under any circumstances. (b) Administrative

Section 2.07 — Use of Proceeds (a) The Borrower shall use the proceeds of the Term Loan solely for the following purposes, in the amounts set forth on Schedule 2.07: (i) Repayment in full of all outstanding obligations under the Existing Credit Facility with Ridgeline Commercial Bank, including the outstanding principal balance of Eight Million Two Hundred Thousand Dollars ($8,200,000) plus approximately Thirty-Seven

Section 2.08 — Payments Generally (a) All payments to be made by the Borrower under this Agreement and the other Loan Documents shall be made in lawful money of the United States of America in immediately available funds, without set-off, deduction, or counterclaim. (b) All payments of principal, interest, fees, and other amounts due hereunder shall be made to the Administrative Agent at Pinnacle National Bank, Natio

Section 2.09 — Increased Costs (a) If any Change in Law shall: (i) impose, modify, or deem applicable any reserve, special deposit, liquidity, compulsory loan, insurance charge, or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, the Lender; (ii) subject the Lender to any tax of any kind whatsoever with respect to this Agreement or the Term Loan, or