CREDIT AGREEMENT

CREDIT AGREEMENT
$450,000,000 SENIOR SECURED REVOLVING CREDIT FACILITY
Dated as of [●], 2026
among
WHITMORE AEROSPACE LLC, a Delaware limited liability company, as Borrower,
THE SUBSIDIARY GUARANTORS PARTY HERETO,
THE LENDERS FROM TIME TO TIME PARTY HERETO,
and
PRESCOTT NATIONAL BANK, N.A., as Administrative Agent, Collateral Agent, and Swingline Lender
________________________________________
PRESCOTT NATIONAL BANK, N.A., as Sole Lead Arranger and Sole Bookrunner
HARBORVIEW TRUST COMPANY and MERIDIAN COMMERCIAL LENDING CORP., as Co-Syndication Agents
ATLAS FIDELITY BANK, as Documentation Agent
________________________________________
CUSIP No. 96438LAA3
DRAFT — December 5, 2025 — Calderwood & Harkness LLP — For Discussion Purposes Only — Subject to Review and Comment by Agent's Counsel
Matter No. 1019-00002
This CREDIT AGREEMENT (this "Agreement") is entered into as of [●], 2026, among WHITMORE AEROSPACE LLC, a Delaware limited liability company (the "Borrower"), the Subsidiary Guarantors party hereto, the Lenders from time to time party hereto, and PRESCOTT NATIONAL BANK, N.A., as Administrative Agent, Collateral Agent, and Swingline Lender.
PRELIMINARY STATEMENTS. The Borrower has requested that the Lenders extend credit in the form of a senior secured revolving credit facility in an aggregate principal amount of up to $450,000,000, the proceeds of which will be used (i) to refinance in full the Existing Facility, (ii) for working capital and general corporate purposes of the Borrower and its Subsidiaries, (iii) to finance Permitted Acquisitions, and (iv) to finance capital expenditures in the ordinary course of business. The Lenders have agreed to extend such credit on the terms and subject to the conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
ARTICLE I
DEFINITIONS AND INTERPRETATION
Section 1.01. Defined Terms.
As used in this Agreement, the following terms have the meanings specified below:
"Adjusted Term SOFR" means, for any Interest Period, a rate per annum equal to (a) Term SOFR for such Interest Period, plus (b) the SOFR Adjustment (if any); provided that in no event shall Adjusted Term SOFR be less than 0.00% per annum.
"Administrative Agent" means Prescott National Bank, N.A., a national banking association, in its capacity as administrative agent for the Lenders hereunder, and any successor administrative agent appointed pursuant to Section 9.07.
"Affiliate" means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls, or is Controlled by, or is under common Control with, such first Person; provided that portfolio companies of Ridgeway Capital Partners LLC and its managed funds (other than the Borrower and its Subsidiaries) shall not be deemed Affiliates of the Borrower solely by reason of common ownership by Ridgeway Capital Partners Fund IV, LP.
"Agent Fee" has the meaning set forth in Section 2.09(b), being $175,000 per annum payable to the Administrative Agent.
"Agreement" means this Credit Agreement, as amended, restated, supplemented, or otherwise modified from time to time.
"Applicable Rate" means, with respect to SOFR Loans, 3.50% per annum (350 basis points), and with respect to Base Rate Loans, 2.50% per annum (250 basis points), in each case subject to the Default Rate as provided in Section 2.08.
"Assignment and Assumption" means an assignment and assumption agreement substantially in the form of Exhibit D.
"Base Rate" means, for any day, a rate per annum equal to the highest of (a) the Federal Funds Rate in effect on such day plus 0.50%, (b) the prime rate of Prescott National Bank, N.A. in effect on such day, and (c) Adjusted Term SOFR for a one-month Interest Period commencing on such day plus 1.00%.
"Borrower" means Whitmore Aerospace LLC, a Delaware limited liability company (EIN 82-3194567; Delaware Secretary of State Filing No. 5738291).
"Borrowing Request" means a request for a Borrowing substantially in the form of Exhibit A.
"Business Day" means any day other than a Saturday, Sunday, or day on which commercial banks in New York City are authorized or required by law to close; provided that, with respect to determinations of Term SOFR, "Business Day" shall exclude any day that is not a U.S. Government Securities Business Day.
"Capital Expenditures" means, for any period, expenditures (whether paid in cash or accrued as a liability) that are (or should be, in accordance with GAAP) capitalized on the consolidated balance sheet of the Borrower and its Subsidiaries. Capital Expenditures shall not exceed $45,000,000 in any fiscal year, subject to the carry-forward provisions of Section 7.11(c) (capped at $22,500,000).
"Change of Control" means (i) Ridgeway Capital Partners Fund IV, LP and its Affiliates cease to own, directly or indirectly, more than 50% of the outstanding Equity Interests of the Borrower on a fully diluted basis, or (ii) the sale, lease, or transfer of all or substantially all of the assets of the Borrower and its Subsidiaries, taken as a whole, to any Person other than a Loan Party.
"Closing Date" means the date on which all conditions precedent set forth in Section 4.01 are satisfied or waived in accordance herewith, which date shall be not later than the Funding Deadline.
"Collateral" means all assets, whether now owned or hereafter acquired, that are subject to the Security Documents, being substantially all personal property and real property of the Borrower and the Subsidiary Guarantors, subject to Excluded Assets. Reference is made to the Security Agreement, the Pledge Agreement, and the Mortgages for a more complete description of the Collateral.
"Collateral Agent" means Prescott National Bank, N.A., in its capacity as collateral agent for the Secured Parties, and any successor collateral agent appointed pursuant to Section 9.07.
"Commitment" means, with respect to each Lender, its commitment to make Revolving Credit Loans pursuant to Section 2.01, in the amount set forth opposite its name on Schedule 2.01, as such amount may be adjusted from time to time in accordance herewith. The aggregate Commitment of all Lenders on the Closing Date is $450,000,000.
"Commitment Fee" means the fee described in Section 2.09(a), payable at a rate of 0.50% per annum (50 basis points) on the average daily unused portion of the Revolving Credit Commitment.
"Compliance Certificate" means a compliance certificate substantially in the form of Exhibit B.
"Consolidated EBITDA" means, for any period, on a consolidated basis for the Borrower and its Subsidiaries, an amount equal to net income for such period plus (a) Consolidated Interest Expense, (b) provision for income taxes, (c) depreciation and amortization, (d) non-cash charges (including non-cash equity-based compensation), and (e) other permitted add-backs (including transaction expenses, integration costs, and pro forma cost savings, subject to customary caps), minus non-cash income items, in each case to the extent deducted or included in the calculation of net income and determined in accordance with GAAP. Consolidated EBITDA shall be tested on a trailing four-quarter basis as of the last day of each fiscal quarter.
"Consolidated Interest Expense" means, for any period, all cash interest expense of the Borrower and its Subsidiaries on a consolidated basis, determined in accordance with GAAP.
"Default" means any event or condition that, with the giving of notice, the lapse of time, or both, would constitute an Event of Default.
"Default Rate" means the Applicable Rate then in effect plus 2.00% per annum (200 basis points), as further provided in Section 2.08.
"Domestic Subsidiary" means each Subsidiary that is organized under the laws of the United States, any state thereof, or the District of Columbia.
"Equity Interests" means, with respect to any Person, all shares of capital stock, membership interests, partnership interests, or other equity or ownership interests in such Person, and all warrants, options, or other rights to acquire the foregoing.
"Event of Default" has the meaning set forth in Section 8.01.
"Excluded Assets" means, collectively, (i) classified government contracts and related receivables that are subject to the Assignment of Claims Act of 1940 (31 U.S.C. § 3727) and applicable regulations restricting assignment, (ii) leasehold interests where a landlord consent to a leasehold mortgage or collateral assignment cannot be obtained after commercially reasonable efforts, and (iii) motor vehicles with a combined net book value not exceeding $500,000.
"Existing Facility" means that certain $210,000,000 senior secured term loan facility dated as of March 15, 2021, between the Borrower and Prescott National Bank, N.A., as sole lender, having an outstanding principal balance of $168,750,000 as of the date hereof.
"FATCA" means Sections 1471 through 1474 of the Internal Revenue Code and any current or future regulations or official interpretations thereof.
"Federal Funds Rate" means, for any day, the rate calculated by the Federal Reserve Bank of New York based on such day's federal funds transactions.
"Fronting Fee" means the fee described in Section 2.04, payable at a rate of 0.125% per annum (12.5 basis points) on the stated amount of each outstanding Letter of Credit.
"Funding Deadline" means February 28, 2026, being the outside date for satisfaction of all conditions precedent to the initial funding hereunder.
"GAAP" means United States generally accepted accounting principles, as in effect from time to time, subject to Section 1.03.
"Guarantee Agreement" means the Guarantee Agreement dated as of the Closing Date, among the Subsidiary Guarantors and the Administrative Agent, for the benefit of the Secured Parties.
"Incremental Facility" has the meaning set forth in Section 2.14, being up to $100,000,000 of additional revolving commitments.
"Interest Coverage Ratio" means, as of any date of determination, the ratio of (a) Consolidated EBITDA for the most recently ended four consecutive fiscal quarters to (b) Consolidated Interest Expense for such period. The minimum required Interest Coverage Ratio is 3.00 to 1.00, tested as of the last day of each fiscal quarter.
"Interest Period" means, with respect to any SOFR Loan, an initial period of one, three, or six months, as selected by the Borrower in the applicable Borrowing Request, subject to availability.
"LC Fee" means the fee described in Section 2.04, payable at a rate of 3.50% per annum (350 basis points) on the stated amount of each outstanding Letter of Credit.
"LC Issuer" means Prescott National Bank, N.A., or any other Lender agreed to by the Borrower and the Administrative Agent to issue Letters of Credit hereunder.
"LC Sub-Facility" means the sub-facility for the issuance of Letters of Credit in an aggregate stated amount not to exceed $50,000,000, which sub-facility is a sub-limit within the Revolving Credit Commitment.
"Lender" means each financial institution listed on Schedule 2.01 and any assignee thereof pursuant to Section 10.04.
"Letter of Credit" means any standby or commercial letter of credit issued pursuant to Section 2.04.
"Lien" means any mortgage, pledge, security interest, encumbrance, lien, or charge of any kind (statutory or otherwise), including any conditional sale or other title retention agreement.
"Loan Documents" means, collectively, this Agreement, the Guarantee Agreement, the Security Agreement, the Pledge Agreement, the Mortgages, the Notes, the Compliance Certificates, and all other agreements, instruments, certificates, and documents executed and delivered in connection herewith.
"Loan Party" means the Borrower and each Subsidiary Guarantor.
"Material Adverse Effect" means a material adverse effect on (a) the business, assets, operations, or financial condition of the Borrower and its Subsidiaries, taken as a whole, (b) the ability of the Loan Parties, taken as a whole, to perform their payment obligations under the Loan Documents, or (c) the rights and remedies of the Administrative Agent or the Lenders under the Loan Documents.
"Maturity Date" means January 30, 2031, or such earlier date on which the Commitments are terminated or the obligations become due and payable in accordance with the terms hereof.
"Mortgage" means each mortgage, deed of trust, or similar instrument encumbering a Mortgaged Property, in each case as executed and delivered by the applicable Loan Party in favor of the Collateral Agent for the benefit of the Secured Parties.
"Mortgaged Property" means each parcel of owned real property having an appraised value in excess of $5,000,000, being specifically:
(a) 2400 Centennial Tower Drive, Suite 800, Herndon, Virginia 20170 (appraised value: $32,000,000);
(b) 7100 Redstone Gateway Boulevard, Huntsville, Alabama 35808 (appraised value: $28,000,000); and
(c) 4550 North Webb Road, Wichita, Kansas 67226 (appraised value: $18,000,000).
"Notes" means the promissory notes, if any, issued by the Borrower to each Lender in the form of Exhibit C, evidencing such Lender's Revolving Credit Loans.
"Permitted Acquisition" means an acquisition permitted under Section 7.03, subject to (a) delivery of a Compliance Certificate demonstrating pro forma compliance with the financial covenants set forth in Section 7.11, and (b) no Default or Event of Default existing at the time of, or resulting from, such acquisition.
"Permitted Indebtedness" means the categories of Indebtedness identified on Schedule 7.01 and permitted under Section 7.01.
"Permitted Liens" means the categories of Liens identified on Schedule 7.02 and permitted under Section 7.02.
"Person" means any natural person, corporation, limited liability company, partnership, trust, joint venture, association, governmental authority, or other entity.
"Pledge Agreement" means the Pledge Agreement dated as of the Closing Date, among the Borrower, each Subsidiary Guarantor party thereto, and the Collateral Agent, covering 100% of the Equity Interests in each Domestic Subsidiary.
"Pro Forma Basis" means, with respect to any transaction, giving effect to such transaction as if it had occurred on the first day of the relevant measurement period, with such pro forma adjustments as are reasonably acceptable to the Administrative Agent and consistent with Regulation S-X under the Securities Act of 1933.
"Related Party" means, with respect to any Person, such Person's Affiliates and the directors, officers, employees, agents, and advisors of such Person and its Affiliates.
"Required Lenders" means, at any time, Lenders holding more than 50% of the aggregate Commitments (or, if the Commitments have been terminated, more than 50% of the aggregate outstanding Revolving Credit Loans and LC exposure).
"Revolving Credit Commitment" means the aggregate commitment of all Lenders to make Revolving Credit Loans in an aggregate principal amount not to exceed $400,000,000 at any time outstanding, which is a sub-limit within the Total Facility of $450,000,000.
"Revolving Credit Loan" means a loan made by a Lender to the Borrower pursuant to Section 2.01.
"Secured Parties" means, collectively, the Administrative Agent, the Collateral Agent, each Lender, the Swingline Lender, the LC Issuer, and each of their respective successors and permitted assigns.
"Security Agreement" means the Pledge and Security Agreement dated as of the Closing Date, by the Borrower and each Subsidiary Guarantor in favor of the Collateral Agent for the benefit of the Secured Parties.
"Security Documents" means the Security Agreement, the Pledge Agreement, the Mortgages, and each other security or pledge agreement, control agreement, and financing statement executed or filed in connection herewith.
"SOFR" means the Secured Overnight Financing Rate published by the Federal Reserve Bank of New York (or a successor administrator); provided that in no event shall SOFR be less than 0.00%.
"SOFR Loan" means a Loan bearing interest by reference to Adjusted Term SOFR.
"Subsidiary" means, with respect to any Person, any corporation, limited liability company, partnership, or other entity of which more than 50% of the outstanding Equity Interests having ordinary voting power is at the time owned, directly or indirectly, by such Person.
"Subsidiary Guarantor" means each of the following Subsidiaries of the Borrower:
(a) Whitmore Propulsion Systems, Inc., a Delaware corporation (EIN 84-2057831) ("WPS");
(b) Whitmore Avionics Holdings LLC, a Delaware limited liability company (EIN 85-6723901) ("WAH");
(c) Whitmore Defense Solutions, Inc., a Virginia corporation (EIN 54-3891204) ("WDS"); and
(d) Whitmore Precision Machining LLC, a Delaware limited liability company (EIN 86-4502178) ("WPM"),
and each other Domestic Subsidiary that becomes a party to the Guarantee Agreement pursuant to Section 6.12.
"Swingline Commitment" means the sub-facility for the making of Swingline Loans in an aggregate principal amount not to exceed $25,000,000 at any time outstanding, which sub-facility is a sub-limit within the Revolving Credit Commitment.
"Swingline Lender" means Prescott National Bank, N.A., in its capacity as swingline lender hereunder.
"Swingline Loan" means a loan made by the Swingline Lender to the Borrower pursuant to Section 2.03.
"Term SOFR" means the forward-looking term rate based on SOFR, as administered by CME Group Benchmark Administration Limited (or a successor administrator), for the applicable tenor.
"Total Facility" means the aggregate credit facility of $450,000,000, inclusive of the Revolving Credit Commitment, the Swingline sub-limit, and the LC Sub-Facility.
"Total Funded Debt" means, as of any date, all outstanding Indebtedness for borrowed money of the Borrower and its Subsidiaries on a consolidated basis, including capitalized lease obligations and drawn Letters of Credit, determined in accordance with GAAP.
"Total Leverage Ratio" means, as of any date of determination, the ratio of (a) Total Funded Debt as of such date to (b) Consolidated EBITDA for the most recently ended four consecutive fiscal quarters. The maximum permitted Total Leverage Ratio is 3.75 to 1.00, tested as of the last day of each fiscal quarter.
Section 1.02. Other Interpretive Provisions.
With reference to this Agreement and each other Loan Document, unless otherwise specified: (a) the definitions of terms herein shall apply equally to the singular and plural forms; (b) headings and captions are for convenience of reference only and shall not affect the interpretation hereof; (c) "including" means "including without limitation"; (d) references to any statute include amendments and successor provisions and regulations promulgated thereunder; (e) accounting terms not otherwise defined have the meanings ascribed to them under GAAP; (f) references to "knowledge" of any Loan Party mean the actual knowledge of the executive officers of such Loan Party after reasonable inquiry; and (g) references to a "day" mean a calendar day unless expressly specified as a Business Day.
Section 1.03. Accounting Terms.
All accounting terms not otherwise defined shall be construed in conformity with GAAP as in effect on the Closing Date; provided that if the Borrower notifies the Administrative Agent that it wishes to amend any financial covenant or related definition to reflect any subsequent change in GAAP, then such covenant or definition shall continue to be determined on the basis of GAAP as in effect immediately prior to such change until such amendment is agreed. The Borrower shall deliver a reconciliation with each Compliance Certificate to the extent GAAP has changed from the Closing Date.
Section 1.04. Rounding.
All financial ratios and calculations set forth herein or in any Compliance Certificate shall be rounded to two decimal places.
Section 1.05. References to Agreements and Laws.
Unless otherwise expressly provided, references to any agreement include such agreement as amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms, and references to any statute or regulation include amendments and successor provisions.
Section 1.06. Times of Day.
Unless otherwise specified, all references to times of day are references to Eastern Time. For the avoidance of doubt, notice deadlines relating to Borrowings, prepayments, and other credit extensions are governed by Section 2.02 and reference New York City time.
Section 1.07. Letter of Credit Amounts.
Unless otherwise specified, the amount of any outstanding Letter of Credit shall equal its stated amount (giving effect to any automatic increase provisions), regardless of any temporary reduction resulting from a partial drawing.
Section 1.08. SOFR Notification.
The Administrative Agent does not warrant or accept responsibility for, and shall have no liability with respect to, the administration, submission, performance, or any other matter relating to Term SOFR, Adjusted Term SOFR, or SOFR (or any component thereof or any alternative or successor rate). Upon the occurrence of a Benchmark Transition Event (including permanent or indefinite cessation of publication of SOFR or a determination by the relevant regulatory supervisor that SOFR is no longer representative), the Administrative Agent and the Borrower may amend this Agreement to replace SOFR with a Benchmark Replacement (which may include Daily Simple SOFR, a rate based on a term SOFR index selected by the Administrative Agent, or any other rate widely accepted in the U.S. syndicated loan market for similarly situated borrowers), together with the applicable Benchmark Replacement Adjustment and such Conforming Changes as the Administrative Agent reasonably determines are appropriate. Any such amendment shall become effective without further action by any Lender unless Required Lenders object in writing within five Business Days after posting.
ARTICLE II
THE COMMITMENTS AND CREDIT EXTENSIONS
Section 2.01. Revolving Credit Commitments.
Subject to the terms and conditions set forth herein, each Lender severally agrees to make Revolving Credit Loans in Dollars to the Borrower from time to time on any Business Day 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 (a) such Lender's Revolving Credit Loans, plus its pro rata share of Swingline Loans and LC exposure, exceeding such Lender's Commitment, or (b) the aggregate outstanding Revolving Credit Loans, plus Swingline Loans and LC exposure, exceeding the Revolving Credit Commitment of $400,000,000.
The Commitments of the Lenders as of the Closing Date are set forth on Schedule 2.01:
Within the foregoing limits and subject to the other terms and conditions hereof, the Borrower may borrow, repay, and reborrow Revolving Credit Loans. At no time may the aggregate outstanding Revolving Credit Loans, Swingline Loans, and LC exposure exceed the Revolving Credit Commitment.
Section 2.02. Borrowings, Conversions, and Continuations of Revolving Credit Loans.
Each Borrowing shall be made upon the Borrower's irrevocable notice to the Administrative Agent, which may be given by (i) a written Borrowing Request substantially in the form of Exhibit A or (ii) telephone (promptly confirmed in writing). Each such notice must be received by the Administrative Agent not later than 1:00 p.m. (New York City time) (a) three Business Days prior to the requested date of any Borrowing of, or conversion to or continuation of, SOFR Loans, and (b) one Business Day prior to the requested date of any Borrowing of Base Rate Loans.
Each Borrowing of, or conversion to or continuation of, SOFR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Borrowing of, or conversion to, Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof.
The Borrower may elect Interest Periods of one, three, or six months for SOFR Loans. If the Borrower fails to give a timely notice of continuation, any then-outstanding SOFR Loan shall be continued as a SOFR Loan with a one-month Interest Period. If the Borrower fails to specify a Type of Loan in a Borrowing Request, the requested Borrowing shall be a Base Rate Loan.
Upon receipt of a Borrowing Request, the Administrative Agent shall promptly notify each Lender of the amount and the date of the requested Borrowing, and each Lender shall make available its pro rata share of such Borrowing in immediately available funds to the Administrative Agent's account not later than 12:00 noon (New York City time) on the date of such Borrowing.
Section 2.03. Swingline Loans.
Subject to the terms and conditions hereof, the Swingline Lender agrees to make Swingline Loans in Dollars to the Borrower from time to time during the period from the Closing Date to the Maturity Date, provided that the aggregate outstanding Swingline Loans shall not exceed $25,000,000 at any time, and that the aggregate outstanding Revolving Credit Loans, Swingline Loans, and LC exposure shall not exceed the Revolving Credit Commitment.
Swingline Loans shall be made available on a same-day basis upon telephonic or emailed notice from the Borrower delivered not later than 12:00 noon (New York City time) on the requested funding date. Swingline Loans shall bear interest at the Base Rate plus the Applicable Rate for Base Rate Loans, or at such other rate as may be agreed between the Borrower and the Swingline Lender.
Not later than 12:00 noon (New York City time) on any Business Day, the Swingline Lender may request, and each Lender shall be obligated to acquire, a participation in outstanding Swingline Loans in proportion to its Applicable Percentage. Settlement of Swingline participations shall occur on the second Business Day following demand.
Section 2.04. Letters of Credit.
Subject to the terms and conditions hereof, the LC Issuer agrees to issue Letters of Credit for the account of the Borrower and its Subsidiaries from time to time during the period from the Closing Date to the fifth Business Day prior to the Maturity Date, provided that the aggregate stated amount of outstanding Letters of Credit shall not exceed the LC Sub-Facility of $50,000,000, and that the sum of the aggregate outstanding Revolving Credit Loans, Swingline Loans, and LC exposure shall not exceed the Revolving Credit Commitment.
Each request for issuance shall be made on customary application forms of the LC Issuer, delivered not later than five Business Days (or such shorter period as the LC Issuer may agree) prior to the requested date of issuance. No Letter of Credit shall have an expiry date later than the earlier of (i) 12 months after issuance (subject to customary auto-renewal provisions with permitted final expiry no later than the Maturity Date) and (ii) the date that is five Business Days prior to the Maturity Date, unless cash collateralized to the satisfaction of the LC Issuer.
Upon the issuance of each Letter of Credit, each Lender shall be deemed to have acquired, without further action, a participation in such Letter of Credit and any drawing thereunder in an amount equal to such Lender's Applicable Percentage of the stated amount thereof.
The Borrower shall pay to the Administrative Agent, for the ratable account of the Lenders, an LC Fee at the rate of 3.50% per annum on the daily stated amount of each outstanding Letter of Credit, payable quarterly in arrears. The Borrower shall also pay to the LC Issuer, for its own account, a Fronting Fee of 0.125% per annum on the daily stated amount of each outstanding Letter of Credit, payable quarterly in arrears, together with customary issuance, amendment, negotiation, and processing charges.
If any drawing under a Letter of Credit is not immediately reimbursed by the Borrower, such unreimbursed amount shall be deemed to have been converted into a Revolving Credit Loan bearing interest at the Base Rate plus the Applicable Rate. Each Lender shall promptly fund its participation share of any unreimbursed drawing upon notice from the LC Issuer.
Upon the occurrence and during the continuance of an Event of Default, or upon the LC exposure exceeding the LC Sub-Facility, the Borrower shall cash collateralize the aggregate LC exposure in an amount equal to 105% of the aggregate stated amount of all outstanding Letters of Credit, to be held in a deposit account under the sole dominion and control of the Collateral Agent.
Section 2.05. Prepayments.
(a) Voluntary Prepayments. The Borrower may, upon irrevocable notice to the Administrative Agent given not later than 1:00 p.m. (New York City time) (i) three Business Days prior to any prepayment of SOFR Loans and (ii) one Business Day prior to any prepayment of Base Rate Loans, prepay all or any portion of the outstanding Revolving Credit Loans without premium or penalty (subject to Section 3.05 with respect to break-funding costs). Each voluntary prepayment shall be in a minimum principal amount of $1,000,000 (in the case of Base Rate Loans) or $5,000,000 (in the case of SOFR Loans) and whole multiples of $1,000,000 in excess thereof, or, if less, the entire outstanding principal amount of the Loans being prepaid.
(b) Mandatory Prepayments. The Borrower shall make mandatory prepayments as follows:
(i) if, at any time, the aggregate outstanding Revolving Credit Loans, Swingline Loans, and LC exposure exceed the Revolving Credit Commitment (as it may be reduced from time to time), the Borrower shall immediately prepay Loans and/or cash collateralize LC exposure in an aggregate amount equal to such excess;
(ii) upon receipt by any Loan Party of Extraordinary Receipts (including insurance proceeds, condemnation awards, and litigation settlements) in excess of amounts set forth in a threshold to be discussed with Agent's counsel, the Borrower shall prepay Loans in an amount equal to such receipts (subject to reinvestment rights on customary terms); and
(iii) upon receipt by any Loan Party of Net Cash Proceeds from asset sales in excess of a Reinvestment Threshold to be defined, the Borrower shall prepay Loans in an amount equal to such Net Cash Proceeds (subject to customary reinvestment rights).
[Drafting note: threshold amounts and reinvestment mechanics under Section 2.05(b)(ii) and (iii) to be finalized with Agent's counsel.]
Section 2.06. Reduction and Termination of Commitments.
The Borrower may, upon written notice to the Administrative Agent given not later than 1:00 p.m. (New York City time) three Business Days prior to the effective date, permanently reduce or terminate the Revolving Credit Commitment in whole or in part; provided that each partial reduction shall be in a minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof, and no such reduction shall reduce the Revolving Credit Commitment below the sum of the then-outstanding Revolving Credit Loans, Swingline Loans, and LC exposure. The Revolving Credit Commitment shall automatically terminate on the Maturity Date.
Section 2.07. Repayment of Loans.
The Borrower shall repay the aggregate outstanding Revolving Credit Loans in full on the Maturity Date. Swingline Loans shall be repaid on demand of the Swingline Lender or as settled among the Lenders pursuant to Section 2.03, and in any event in full on the Maturity Date.
Section 2.08. Interest.
(a) Applicable Rate. Subject to the provisions of this Section 2.08, each SOFR Loan shall bear interest on the outstanding principal amount thereof at a rate per annum equal to Adjusted Term SOFR plus 3.50% (350 basis points), and each Base Rate Loan shall bear interest at a rate per annum equal to the Base Rate plus 2.50% (250 basis points). Adjusted Term SOFR shall be subject to a floor of 0.00%.
(b) Payment Dates. Interest on each SOFR Loan shall be payable in arrears on the last day of each Interest Period applicable thereto and, in the case of Interest Periods longer than three months, on each date that is three months (or a whole multiple thereof) after the first day of such Interest Period. Interest on each Base Rate Loan shall be payable in arrears on the last Business Day of each calendar month.
(c) Default Rate. Upon the occurrence and during the continuance of an Event of Default under Section 8.01(a) (payment of principal) or Section 8.01(g) (bankruptcy), the outstanding principal amount of the Loans and all overdue amounts shall automatically bear interest at a rate per annum equal to the Applicable Rate plus 2.00% (200 basis points) (the "Default Rate"). Upon the occurrence and during the continuance of any other Event of Default, at the direction of the Required Lenders, the Administrative Agent may impose the Default Rate on all outstanding obligations.
(d) Day-Count Basis. Interest shall be computed on the basis of a year of 360 days and the actual number of days elapsed, including the first day but excluding the last day, of each interest period.
Section 2.09. Fees.
(a) Commitment Fee. The Borrower shall pay to the Administrative Agent, for the ratable account of the Lenders, a Commitment Fee at a rate of 0.50% per annum (50 basis points) on the average daily unused portion of the Revolving Credit Commitment (calculated as the Revolving Credit Commitment minus the sum of the aggregate outstanding Revolving Credit Loans and LC exposure; for the avoidance of doubt, Swingline Loans shall not be deemed to utilize the Revolving Credit Commitment for purposes of this calculation). The Commitment Fee shall accrue from and including the Closing Date and shall be payable quarterly in arrears on the last Business Day of each fiscal quarter, commencing with the first full fiscal quarter ending after the Closing Date, and on the Maturity Date.
(b) Agent Fee. The Borrower shall pay to Prescott National Bank, N.A., in its capacity as Administrative Agent, for its own account, an Agent Fee of $175,000 per annum, payable annually in advance on the Closing Date and on each anniversary thereof.
(c) LC Fees; Fronting Fee. The Borrower shall pay LC Fees and the Fronting Fee as set forth in Section 2.04.
(d) Other Fees. The Borrower shall pay to the Administrative Agent, for its own account and for the account of the Arrangers and Lenders, such other fees as may be agreed in the fee letters entered into with the Administrative Agent (the "Fee Letters"), on the dates and in the amounts set forth therein.
Section 2.10. Computation of Interest and Fees.
All computations of interest and fees hereunder shall be made on the basis of a year of 360 days and the actual number of days elapsed. Interest shall accrue from and including the date of funding to but excluding the date of repayment.
Section 2.11. Evidence of Indebtedness.
Each Lender shall maintain in accordance with its usual practice records evidencing the indebtedness of the Borrower to such Lender resulting from each Loan, including the amounts of principal and interest payable and paid. The Administrative Agent shall maintain the Register in accordance with Section 10.04.
Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a promissory Note in the form of Exhibit C, payable to such Lender in a principal amount equal to such Lender's Commitment. On the Closing Date, upon such request, the Borrower shall deliver five Notes, one payable to each of the initial Lenders in the amounts of $135,000,000 (Prescott), $90,000,000 (Harborview), $90,000,000 (Meridian), $67,500,000 (Atlas), and $67,500,000 (Commonwealth).
The entries made in the records of the Administrative Agent and each Lender shall be conclusive absent manifest error; provided that the failure of any Lender or the Administrative Agent to maintain such records or any error therein shall not in any manner affect the obligations of the Borrower under the Loan Documents.
Section 2.12. Payments Generally.
All payments to be made by the Borrower hereunder shall be made in immediately available funds, in Dollars, without setoff or counterclaim, to the Administrative Agent for the account of the Lenders at the account designated in writing by the Administrative Agent, not later than 2:00 p.m. (New York City time) on the date on which such payment is due. Any payment received by the Administrative Agent after 2:00 p.m. (New York City time) shall be deemed to have been received on the next Business Day.
Except as otherwise expressly provided, all payments in respect of Revolving Credit Loans, Commitment Fees, and LC Fees shall be applied by the Administrative Agent pro rata among the Lenders in accordance with their respective Applicable Percentages. Payments shall be applied in the following order: first, to fees and expenses of the Administrative Agent; second, to accrued interest; and third, to principal.
If any payment hereunder is due on a day that is not a Business Day, the due date shall be extended to the next succeeding Business Day, and interest shall accrue during such extension. Notwithstanding the foregoing, if the extension would cause the payment date for a SOFR Loan to fall in the next calendar month, the payment date shall instead be advanced to the immediately preceding Business Day.
Section 2.13. Sharing of Payments.
If any Lender obtains any payment or reduction (whether voluntary, involuntary, through setoff, or otherwise) in respect of principal or interest on any Loans held by it in excess of its ratable share of payments obtained by all Lenders, such Lender shall notify the Administrative Agent and shall purchase from the other Lenders such participations as shall be necessary to cause the purchasing Lender to share the excess payment ratably. Customary carve-outs apply for assignments and payments obtained from a Defaulting Lender.
Section 2.14. Incremental Facility.
The Borrower may from time to time, by written notice to the Administrative Agent, request incremental revolving credit commitments (each, an "Incremental Commitment") in an aggregate principal amount not to exceed $100,000,000, subject to the following conditions:
(a) the consent of the Administrative Agent (not to be unreasonably withheld) and of each Lender (existing or new) providing such Incremental Commitment;
(b) no Default or Event of Default shall exist at the time of, or would result from, such increase, both immediately before and immediately after giving effect thereto;
(c) the Borrower shall be in pro forma compliance with the financial covenants set forth in Section 7.11 as of the most recently ended fiscal quarter for which financial statements have been delivered;
(d) the representations and warranties in Article V shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of the effective date of the Incremental Commitment; and
(e) the Borrower shall deliver customary legal opinions, officer's certificates, and resolutions in form and substance reasonably satisfactory to the Administrative Agent.
Incremental Commitments shall be on the same terms as the existing Revolving Credit Commitment (pari passu in right of payment and security). No existing Lender shall be required to provide any Incremental Commitment without its consent.
Section 2.15. [Reserved.]
[Section reserved; no term loan tranche in this facility.]
Section 2.16. Defaulting Lenders.
Notwithstanding any provision to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(a) commitment fees shall cease to accrue on the unused portion of the Commitment of such Defaulting Lender;
(b) the participation of such Defaulting Lender in Swingline Loans and Letters of Credit shall be reallocated among the non-Defaulting Lenders pro rata in accordance with their Applicable Percentages (subject to the aggregate exposure of each non-Defaulting Lender not exceeding its Commitment), and if such reallocation is insufficient, the Borrower shall cash collateralize the excess LC exposure of such Defaulting Lender;
(c) such Defaulting Lender's voting rights shall be suspended, except as required by Section 10.01 with respect to matters requiring unanimous consent; and
(d) the Borrower may, at its option, replace such Defaulting Lender in accordance with Section 3.07.
ARTICLE III
TAXES, YIELD PROTECTION, AND ILLEGALITY
Section 3.01. Taxes.
(a) Gross-Up. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made free and clear of and without deduction for any and all present or future Taxes, except as required by applicable law. If any applicable law requires the deduction or withholding of any Tax from any such payment, then the Loan Party shall (i) make such deduction, (ii) pay the full amount deducted to the relevant governmental authority, and (iii) if such Tax is an Indemnified Tax, pay such additional amounts as necessary so that the applicable recipient receives an amount equal to what it would have received had no such deduction been made.
(b) Tax Forms. Each Lender that is a "United States person" within the meaning of Section 7701(a)(30) of the Code shall deliver to the Borrower and the Administrative Agent a properly completed and executed IRS Form W-9. Each Lender that is not a "United States person" shall deliver, as applicable, IRS Form W-8BEN, W-8BEN-E, W-8ECI, or W-8IMY (together with any required attachments), and shall update such forms upon obsolescence or change in circumstances.
(c) FATCA. Each Lender shall provide such documentation as is reasonably requested by the Borrower or the Administrative Agent to determine whether payments to such Lender are subject to withholding under FATCA.
(d) Indemnification. The Borrower shall indemnify each Recipient for the full amount of any Indemnified Taxes (including amounts imposed on amounts payable under this Section 3.01) paid or payable by such Recipient in connection with a Loan Document, together with interest, penalties, and reasonable expenses.
Section 3.02. Illegality.
If any Lender determines that any applicable law has made it unlawful for such Lender to make, maintain, or fund any SOFR Loan, then, on notice thereof to the Borrower through the Administrative Agent, (a) any obligation of such Lender to make or continue SOFR Loans shall be suspended, and (b) if necessary to avoid such illegality, the Borrower shall convert all SOFR Loans of such Lender to Base Rate Loans on the earlier of the last day of the applicable Interest Period or the date required by such law.
Section 3.03. Inability to Determine Rates.
If, in connection with any request for a SOFR Loan, (a) the Administrative Agent determines that adequate and reasonable means do not exist for determining Adjusted Term SOFR, or (b) the Required Lenders determine that Adjusted Term SOFR does not adequately reflect the cost to such Lenders of funding such Loan, the Administrative Agent shall so notify the Borrower and the Lenders, and any Borrowing of SOFR Loans shall instead be made as Base Rate Loans, unless the Borrower revokes its Borrowing Request. Upon the occurrence of a Benchmark Transition Event, the Administrative Agent may amend this Agreement to replace SOFR with a Benchmark Replacement as set forth in Section 1.08.
Section 3.04. Increased Costs.
If any change in law after the Closing Date (including any change in capital adequacy or reserve requirements) results in an increase in the cost to any Lender of making, funding, or maintaining any Loan, or a reduction in the effective return to such Lender, the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduced return. A certificate setting forth in reasonable detail the calculation of such amounts, delivered by such Lender to the Borrower, shall be conclusive absent manifest error.
Section 3.05. Compensation for Losses.
In the event of (a) the payment or prepayment of any principal of any SOFR Loan other than on the last day of an Interest Period, (b) the conversion or continuation of any SOFR Loan other than on the last day of an Interest Period, or (c) the failure to borrow, convert, continue, or prepay any SOFR Loan on the date specified in a notice given to the Administrative Agent, then the Borrower shall compensate each Lender for the loss, cost, and expense (including any loss of margin) attributable to such event, as reasonably determined by such Lender and set forth in a certificate delivered to the Borrower.
Section 3.06. Mitigation Obligations.
If any Lender requests compensation under Section 3.04 or would require the Borrower to pay additional amounts under Section 3.01, such Lender shall use reasonable efforts to designate a different lending office or to assign its rights and obligations to another of its Affiliates, if such action would eliminate or reduce such amounts and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous. The Borrower shall reimburse such Lender for its reasonable costs and expenses in connection with such designation or assignment.
Section 3.07. Replacement of Lenders.
If any Lender (a) requests compensation under Section 3.04, (b) requires the Borrower to pay additional amounts under Section 3.01, (c) becomes a Defaulting Lender, or (d) fails to consent to a proposed amendment that has been consented to by the Required Lenders, then the Borrower may, at its sole cost and expense, upon notice to such Lender and the Administrative Agent, require such Lender to assign all of its interests and obligations under this Agreement to an assignee (which may be another Lender) that agrees to assume such rights and obligations, subject to compliance with Section 10.04.
ARTICLE IV
CONDITIONS PRECEDENT
Section 4.01. Conditions to Closing Date.
The effectiveness of this Agreement and the obligations of the Lenders to make the initial Revolving Credit Loans are subject to the satisfaction (or waiver by the Administrative Agent and the Lenders) of each of the following conditions precedent on or prior to the Funding Deadline:
(a) Execution and Delivery of Loan Documents. The Administrative Agent shall have received:
(i) this Agreement, duly executed and delivered by the Borrower, each Subsidiary Guarantor, each Lender, and the Administrative Agent;
(ii) the Guarantee Agreement, duly executed and delivered by each Subsidiary Guarantor;
(iii) the Security Agreement, duly executed and delivered by the Borrower and each Subsidiary Guarantor;
(iv) the Pledge Agreement, duly executed and delivered by the Borrower and each Subsidiary Guarantor party thereto, together with (A) original stock certificates representing 100% of the outstanding capital stock of WPS and WDS, accompanied by duly executed stock powers in blank, and (B) duly executed transfer instruments (in blank) for the membership interests in WAH and WPM; and
(v) each Mortgage covering the three Mortgaged Properties located in Herndon, Virginia; Huntsville, Alabama; and Wichita, Kansas, in each case in recordable form.
(b) Officer's Certificates. The Administrative Agent shall have received a Secretary's Certificate or comparable authorized officer's certificate for each of the Borrower, WPS, WAH, WDS, and WPM, in each case dated as of the Closing Date and attaching:
(i) certified copies of the certificate of formation, certificate of incorporation, limited liability company agreement, and/or bylaws (as applicable);
(ii) resolutions of the board of directors, managers, or members (as applicable) authorizing the execution, delivery, and performance of the Loan Documents;
(iii) an incumbency certificate identifying the officers or authorized signatories executing the Loan Documents on behalf of such Loan Party; and
(iv) good standing certificates from the Delaware Secretary of State (for WAL, WPS, WAH, and WPM) and the Virginia State Corporation Commission (for WDS), each dated within 10 days of the Closing Date.
(c) Legal Opinions. The Administrative Agent shall have received:
(i) a legal opinion of Calderwood & Harkness LLP, counsel to the Borrower, addressed to the Administrative Agent and the Lenders and covering customary matters of Delaware and New York law;
(ii) a supplemental local counsel opinion from Calderwood & Harkness LLP, Washington, D.C. office, covering matters of Virginia law relating to WDS and the Herndon Mortgage;
(iii) a supplemental local counsel opinion from Overstreet & Hawkins LLP, covering matters of Alabama law relating to the Huntsville Mortgage; and
(iv) a supplemental local counsel opinion from Bartley Predding LLP, covering matters of Kansas law relating to the Wichita Mortgage.
(d) Financial Statements and Compliance Certificate. The Administrative Agent shall have received:
(i) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal years ended December 31, 2023, December 31, 2024, and December 31, 2025, audited by Grayson Tidwell & Associates LLP (engagement partner: Catherine Llewellyn, CPA), together with an unqualified audit opinion;
(ii) pro forma consolidated financial statements giving effect to the transactions contemplated hereby, including the refinancing of the Existing Facility; and
(iii) an initial Compliance Certificate executed by the Chief Financial Officer, demonstrating pro forma compliance with the financial covenants set forth in Section 7.11.
(e) Solvency Certificate. The Administrative Agent shall have received a Solvency Certificate substantially in the form of Exhibit E, executed by Sandra Petrova, Chief Financial Officer of the Borrower, certifying that after giving effect to the transactions contemplated hereby and the incurrence of Indebtedness hereunder, the Borrower and its Subsidiaries, on a consolidated basis, are Solvent.
(f) Insurance. The Administrative Agent shall have received evidence of insurance coverage satisfying the requirements of Section 6.05, with endorsements naming the Collateral Agent as additional insured and loss payee, as coordinated by Falconer Risk Advisors, Inc. (Daniel Herrera, Account Executive).
(g) UCC and Lien Searches. The Administrative Agent shall have received results of UCC, tax lien, judgment, and litigation searches with respect to the Borrower and each Subsidiary Guarantor in each relevant jurisdiction (including Delaware, Virginia, Alabama, and Kansas), showing no Liens other than Permitted Liens.
(h) Payoff of Existing Facility. The Administrative Agent shall have received a duly executed payoff letter from Prescott National Bank, N.A., as lender under the Existing Facility, providing for the repayment in full of the outstanding principal of $168,750,000 plus accrued interest (estimated aggregate payoff of $169,312,500 as of March 1, 2026), and including undertakings to:
(i) file UCC-3 termination statements with respect to UCC-1 File No. 2021-1483726 (Delaware) and UCC-1 File No. 210315-00489 (Virginia); and
(ii) discharge and record satisfactions of the existing deed of trust recorded as Instrument No. 2021-035782 in the Fairfax County, Virginia land records (recorded March 18, 2021) and the existing mortgage recorded at Book 2021, Page 4417 in the Madison County, Alabama probate records (recorded March 19, 2021).
(i) Fees and Expenses. The Borrower shall have paid all fees and expenses then due and payable under the Loan Documents and the Fee Letters, including the Agent Fee, the Commitment Fee accrued through the Closing Date (if any), and the reasonable legal fees and disbursements of Caldwell Pryor & Shea LLP (counsel to the Administrative Agent, File Ref: PNB-WAL-2025-1130) and Calderwood & Harkness LLP (counsel to the Borrower).
(j) Know Your Customer / Anti-Money Laundering. The Administrative Agent and each Lender shall have received, at least three Business Days prior to the Closing Date, all documentation and information reasonably requested to satisfy applicable "know your customer" and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation (31 C.F.R. § 1010.230), including a duly executed Beneficial Ownership Certification with respect to the Borrower.
(k) No Material Adverse Effect. Since December 31, 2025, no event, condition, development, or change shall have occurred that has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(l) Equity Commitment Letter. The Administrative Agent shall have received a copy of a limited equity commitment letter from Ridgeway Capital Partners Fund IV, LP (Jonathan Kessler, Managing Partner), on terms and conditions reasonably satisfactory to the Administrative Agent.
Section 4.02. Conditions to Each Credit Extension.
The obligation of each Lender to make each Revolving Credit Loan (including the initial Revolving Credit Loan), of the Swingline Lender to make each Swingline Loan, and of the LC Issuer to issue, amend, or extend each Letter of Credit is subject to the satisfaction of the following conditions precedent as of the date of such credit extension:
(a) the Administrative Agent (and, in the case of a Letter of Credit, the LC Issuer) shall have received a Borrowing Request (in the form of Exhibit A) or LC application, as applicable, in accordance with the requirements hereof;
(b) the representations and warranties set forth in Article V and in each other Loan Document shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the date of such credit extension, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct as of such earlier date;
(c) no Default or Event of Default shall exist or would result from such credit extension or from the application of proceeds thereof;
(d) after giving effect to such credit extension, (i) the aggregate outstanding Revolving Credit Loans plus Swingline Loans plus LC exposure shall not exceed the Revolving Credit Commitment of $400,000,000, and (ii) the aggregate credit exposure of all Lenders shall not exceed the Total Facility of $450,000,000; and
(e) with respect to the initial Revolving Credit Loan on the Closing Date, all conditions set forth in Section 4.01 shall have been satisfied or waived, and the Funding Deadline of February 28, 2026 shall not have passed.
Each Borrowing Request and LC application shall be deemed to constitute a representation and warranty by the Borrower that the conditions set forth in clauses (b), (c), and (d) above have been satisfied.
Section 4.03. Post-Closing Conditions.
Notwithstanding Section 4.01, the Borrower shall deliver, or cause to be delivered, to the Administrative Agent the following items on or prior to the applicable target dates set forth on Schedule 6.13 (target date: February 14, 2026; outside date: February 28, 2026):
(a) final ALTA extended coverage title insurance policies for each Mortgaged Property, in form and substance reasonably satisfactory to the Administrative Agent, issued by Keystone National Title Services, LLC (Maria Soto, Title Officer);
(b) as-built ALTA/NSPS surveys for each Mortgaged Property;
(c) Phase I environmental site assessments for each Mortgaged Property, prepared in accordance with ASTM E1527-21 by Creston Environmental Sciences, Inc.;
(d) deposit account control agreements, in form and substance reasonably satisfactory to the Collateral Agent, with respect to all operating deposit accounts of the Borrower and the Subsidiary Guarantors;
(e) insurance endorsements in final form, naming the Collateral Agent as additional insured and loss payee;
(f) intellectual property security agreement filings with the United States Patent and Trademark Office covering material intellectual property owned by WAH;
(g) confirmation of all UCC-1 financing statement filings (four in Delaware and one in Virginia); and
(h) confirmation of all mortgage recordings in Fairfax County, Virginia; Madison County, Alabama; and Sedgwick County, Kansas.
Failure to deliver any post-closing item by the applicable outside date (subject to extension by the Administrative Agent in its reasonable discretion) shall constitute an Event of Default under Section 8.01(e).
ARTICLE V
REPRESENTATIONS AND WARRANTIES
The Borrower represents and warrants to the Administrative Agent and each Lender, on the Closing Date and on each date on which a credit extension is made (subject to Section 4.02), as follows:
Section 5.01. Organization; Powers.
The Borrower is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. Each Subsidiary Guarantor is duly organized, validly existing, and in good standing under the laws of its respective jurisdiction of formation (Delaware, in the case of WPS, WAH, and WPM; Virginia, in the case of WDS). Each Loan Party is duly qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership of its property requires such qualification, except where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect. Each Loan Party has all requisite organizational power and authority to own its properties and conduct its business as now conducted.
Section 5.02. Authorization; No Conflicts.
The execution, delivery, and performance by each Loan Party of each Loan Document to which it is a party have been duly authorized by all necessary corporate, limited liability company, or other organizational action. The board of managers of the Borrower approved the transactions contemplated hereby by written consent dated January 22, 2026, and the board of directors or managers (as applicable) of each Subsidiary Guarantor adopted analogous authorizing resolutions on the same date. Such execution, delivery, and performance do not and will not (a) contravene the terms of the organizational documents of any Loan Party, (b) violate any applicable law, or (c) conflict with, or result in a breach or default under, any material agreement to which any Loan Party is a party.
Section 5.03. Enforceability.
This Agreement has been, and each other Loan Document when executed and delivered will be, duly executed and delivered by each Loan Party that is a party thereto. Each Loan Document constitutes, or when executed and delivered will constitute, a legal, valid, and binding obligation of each Loan Party party thereto, enforceable against such Loan Party in accordance with its terms, subject to customary enforceability exceptions relating to bankruptcy, insolvency, reorganization, and equitable principles.
Section 5.04. Governmental Approvals.
No authorization, consent, approval, license, or filing with any governmental authority is required in connection with the execution, delivery, or performance by any Loan Party of any Loan Document, except (a) filings of UCC-1 financing statements, (b) recordation of the Mortgages, (c) filings with the U.S. Securities and Exchange Commission required by applicable securities laws (if any), (d) filings of intellectual property security agreements with the U.S. Patent and Trademark Office, and (e) authorizations, consents, and filings that have already been obtained or made and are in full force and effect.
Section 5.05. Financial Statements.
The audited consolidated financial statements of the Borrower and its Subsidiaries as of and for the fiscal years ended De