Contract analysis

Section 1 — Arrangement Fee 1.1 The Borrower shall pay to Ridgeline, in its capacity as Sole Lead Arranger and Sole Bookrunner for the Credit Facilities, a non-refundable arrangement fee (the "Arrangement Fee") in the amounts set forth below: (a) Term Loan B Arrangement Fee. An arrangement fee equal to 1.75% of the aggregate principal amount of commitments under the Term Loan B Facility on the Closing Date. Based on

Section 2 — Administrative Agent Fee 2.1 The Borrower shall pay to Ridgeline, in its capacity as Administrative Agent under the Credit Agreement, a non-refundable annual administrative agent fee (the "Agent Fee") in the amount of Two Hundred Thousand Dollars ($200,000) per annum. 2.2 The Agent Fee shall be payable in advance as follows: (a) The first installment of the Agent Fee, in the amount of $200,000, shall be d

Section 3 — Commitment Fee (Revolving Credit Facility) 3.1 As set forth in the Term Sheet attached to the Commitment Letter, a commitment fee (the "Unused Commitment Fee") shall accrue on the average daily unused portion of the commitments under the Revolving Credit Facility at a rate of 0.50% per annum. For purposes of this Section 3, the "unused portion" of the Revolving Credit Facility shall be calculated as the e

Section 4 — Syndication 4.1 The Borrower acknowledges and agrees that, as set forth in the Commitment Letter, Ridgeline shall have the right, in its capacity as Sole Lead Arranger and Sole Bookrunner, to syndicate all or any portion of the commitments and loans under the Credit Facilities to one or more institutional lenders, financial institutions, or other persons (each, a "Syndication Participant") selected by Rid

Section 5 — Taxes; Gross-Up 5.1 All fees payable by the Borrower under this Fee Letter shall be paid free and clear of, and without deduction or withholding for or on account of, any present or future taxes, levies, imposts, duties, charges, assessments, or fees of any nature whatsoever (including interest, penalties, and additions to tax) imposed by any governmental authority (collectively, "Taxes"). If any deductio

Section 6 — Confidentiality 6.1 This Fee Letter and the terms and conditions set forth herein, including, without limitation, all fee amounts, percentages, and payment mechanics described herein (collectively, the "Fee Information"), are strictly confidential. Except as required by applicable law, regulation, or judicial or administrative order, process, or proceeding (including any subpoena or similar process), neit

Section 7 — Amendment; Waiver 7.1 This Fee Letter may not be amended, supplemented, restated, or otherwise modified except by a written instrument duly executed and delivered by each of Ridgeline and the Borrower. No oral agreement, course of dealing, or trade usage shall operate to amend or modify the terms of this Fee Letter. 7.2 No waiver of any provision of this Fee Letter, and no consent to any departure by any

Section 8 — Governing Law; Jurisdiction; Waiver of Jury Trial 8.1 Governing Law. This Fee Letter and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without regard to principles of conflicts of law that would require the application of the laws of any other jurisdiction, other than Sections 5-1401 and 5-1402

Section 9 — Relationship to Commitment Letter 9.1 This Fee Letter is the "Fee Letter" referred to in the Commitment Letter and constitutes an integral part thereof. The Commitment Letter and this Fee Letter, together with the Term Sheet attached to the Commitment Letter, collectively embody the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all prior negotiation

Section 10 — Counterparts; Electronic Execution 10.1 This Fee Letter may be executed in any number of counterparts (including by different parties in separate counterparts), 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. It shall not be necessary in making proof of this Fee Letter to produce or account for more