Contract analysis

1. Commitment Sponsor hereby irrevocably commits, subject to the terms and conditions set forth in this Letter, to contribute to Buyer cash in the aggregate amount of Fifty Million Dollars ($50,000,000) (the "Equity Commitment") to fund a portion of the aggregate purchase price of One Hundred Eighty Million Dollars ($180,000,000) (the "Purchase Price") payable by Buyer in connection with Buyer's acquisition of substa

2. Purpose The Equity Commitment shall be used by Buyer solely to fund the following: (a) a portion of the Purchase Price payable to Seller under the Acquisition Agreement at the closing of the Acquisition; (b) related transaction costs, fees, and expenses incurred by Buyer in connection with the transactions contemplated by the Acquisition Agreement, including without limitation, legal fees, accounting fees, advisor

3. Conditions to Funding The obligation of Sponsor to fund the Equity Commitment hereunder is subject to the satisfaction (or waiver by Sponsor in its sole discretion) of each of the following conditions precedent: (a) Execution of Acquisition Agreement. The Acquisition Agreement shall have been duly executed and delivered by each of Buyer and Seller, and shall be in full force and effect, in form and substance reaso

4. Term and Expiration This Equity Commitment Letter shall become effective as of the date first written above and shall terminate and be of no further force or effect upon the earliest to occur of the following: (a) the funding of the Equity Commitment in full in accordance with the terms of this Letter; (b) the consummation of the closing under the Acquisition Agreement without the funding of the Equity Commitment

5. No Modification This Equity Commitment Letter may not be amended, modified, supplemented, restated, or waived, in whole or in part, except by a written instrument duly executed and delivered by each of Sponsor and Buyer. No course of dealing between the parties, no delay or failure on the part of either party in exercising any right, power, or privilege hereunder, and no single or partial exercise of any right, po

6. Nature of Obligations; No Third-Party Beneficiaries The obligations of Sponsor under this Equity Commitment Letter are solely contractual in nature and shall be enforceable solely in accordance with the terms and conditions set forth herein. Nothing contained in this Letter shall be deemed to create a fiduciary relationship, partnership, joint venture, or agency relationship between Sponsor and Buyer. Sponsor shal

7. Representations of Sponsor Sponsor hereby represents and warrants to Buyer, as of the date hereof and as of the Closing Date, as follows: (a) Organization and Good Standing. Sponsor is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite organizational power and authority to own its properties and assets and to carry on its busi

8. Relationship to Limited Guarantee Reference is hereby made to that certain Limited Guarantee of even date herewith, executed and delivered by Sponsor in favor of Seller, pursuant to which Sponsor has guaranteed certain payment and performance obligations of Buyer under and in connection with the Acquisition Agreement, subject to the terms, conditions, and limitations set forth therein (the "Limited Guarantee"). No

9. Governing Law; Jurisdiction This Equity Commitment Letter shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to the conflict of laws rules or principles thereof (whether under the common law, any statute, rule, regulation, or otherwise) that would result in the application of the laws of any other jurisdiction. All references to "the State of New

10. Waiver of Jury Trial EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS EQUITY COMMITMENT LETTER OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER I

11. Counterparts; Delivery This Equity Commitment Letter may be executed in any number of counterparts (including by means of telecopied, facsimile, or portable document format (.pdf) signature pages), each of which when so executed and delivered shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this

12. Entire Agreement This Equity Commitment Letter, together with the Limited Guarantee and the Acquisition Agreement (including all schedules, exhibits, annexes, and disclosure letters thereto), constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, discussions, term sheets, letters of intent, memoranda of