Contract analysis

Section 1: Definitions For purposes of this Letter Agreement, the following terms shall have the meanings set forth below: "Adjusted Term SOFR" means, for any interest period, the CME Term SOFR for such interest period plus the applicable credit spread adjustment, which shall be (a) 0.10% (10 basis points) for a one-month interest period, (b) 0.15% (15 basis points) for a three-month interest period, and (c) 0.25% (2

Section 2: Pricing Flex — Applicable Margin (a) Crescent Harbor shall have the right, exercisable during the Flex Period and in accordance with Section 7 hereof, to increase the Base Applicable Margin by up to 50 basis points (0.50%) per annum, such that the maximum Applicable Margin following any such increase shall not exceed 425 basis points (4.25%) per annum over Adjusted Term SOFR. Crescent Harbor may exercise s

Section 3: Pricing Flex — Original Issue discount (a) Crescent Harbor shall have the right, exercisable during the Flex Period and in accordance with Section 7 hereof, to increase the original issue discount from the Base OID of 1.00% to a maximum of 2.00% of the aggregate principal amount of the Facility. Accordingly, the issue price of the Facility may decline from 99.00% of par (at the Base OID level) to a minimum

Section 4: Pricing Flex — SOFR Floor (a) Crescent Harbor shall have the right, exercisable during the Flex Period and in accordance with Section 7 hereof, to increase the Base SOFR Floor from 0.50% (50 basis points) to a maximum of 0.75% (75 basis points) if, in Crescent Harbor's reasonable judgment, such increase is necessary or advisable to facilitate the successful syndication of the Facility. (b) Any increase to

Section 5: Structural Flex 5.1 Amortization Flex (a) Crescent Harbor acknowledges and agrees that it shall not have the right, under the flex provisions of this Letter Agreement or otherwise, to increase the annual amortization rate above 1.00% per annum of the original aggregate principal amount of the Facility without the Borrower's prior written consent. For the avoidance of doubt, the scheduled quarterly amortiza

Section 6: Reverse Flex (Borrower-Favorable Adjustments) (a) If the syndication of the Facility is oversubscribed or if prevailing market conditions at the time of syndication are more favorable than anticipated, Crescent Harbor shall use commercially reasonable efforts to reduce the Applicable Margin, increase the issue price (thereby reducing the original issue discount), reduce the SOFR Floor, or implement such ot

Section 7: Exercise of Flex (a) Crescent Harbor shall deliver a Flex Exercise Notice to the Borrower at least three (3) business days prior to the proposed effective date of any flex adjustment. A copy of each Flex Exercise Notice shall be simultaneously delivered to the Borrower's outside counsel: Calderwood & Harkness LLP One Liberty Plaza, 52nd Floor New York, New York 10006 Attention: Ian Blackwood, Partner, and

Section 8: Interaction with Fee Letter (a) Reference is made to the Fee Letter, dated as of May 27, 2022, by and between VHG and Crescent Harbor (the "Fee Letter"), which sets forth the fees and compensation payable by VHG to Crescent Harbor in connection with the Facility. (b) The arrangement fee of 0.50% of the aggregate principal amount of the Facility (being $3,500,000 based on a $700,000,000 facility) and the an

Section 9: Interaction with Commitment Letter (a) This Letter Agreement is supplemental to and forms an integral part of the Commitment Letter dated as of May 27, 2022. The terms and provisions of the Commitment Letter remain in full force and effect except as expressly modified or supplemented by this Letter Agreement. (b) In the event of any conflict or inconsistency between the terms of this Letter Agreement and t

Section 10: Confidentiality (a) This Letter Agreement and the terms and provisions hereof (including, without limitation, the specific flex ranges, increments, structural flex terms, and all pricing information set forth herein) are strictly confidential and shall not be disclosed by either party to any person other than the following (in each case, on a need-to-know basis and subject to such person's agreement to ma

Section 11: Termination (a) This Letter Agreement shall automatically terminate, without the necessity of any further action by either party, upon the earliest to occur of: (i) the Closing Date (expected to be July 21, 2022), at which time the flex provisions contained herein shall be of no further force or effect; (ii) the termination of the Commitment Letter in accordance with its terms, for any reason; or (iii) th

Section 12: Governing Law; Jurisdiction (a) This Letter Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to the conflicts of law principles thereof (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law, which shall apply). (b) Each party hereby irrevocably and unconditionally submits to the exclusive jurisdiction

Section 13: Miscellaneous (a) Amendment; Waiver. This Letter Agreement may not be amended, modified, or supplemented, and no provision hereof may be waived, except by an instrument in writing signed by both Crescent Harbor and the Borrower. No failure or delay by either party in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude a