Contract analysis

Section 1. Principal. The Borrowers, jointly and severally, promise to pay to the Lender the principal amount of each Revolving Loan made by the Lender to the Borrowers pursuant to the Credit Agreement on May 19, 2028 (the "Maturity Date"), or on such earlier date on which the Revolving Loans become due and payable in accordance with the terms of the Credit Agreement, whether by acceleration pursuant to Section 8.02

Section 2. Interest. (a) Interest Rate. The Borrowers, jointly and severally, promise to pay interest on the unpaid principal amount of each Revolving Loan from the date of such Revolving Loan until such principal amount is paid in full, at the rates and on the dates set forth in the Credit Agreement. As of the date hereof, the applicable interest rate for SOFR Loans is the Adjusted Term SOFR (as published by the CME

Section 3. Payments. (a) All payments of principal, interest, fees, and all other amounts due under this Note shall be made in United States Dollars and in immediately available funds, free and clear of and without any setoff, counterclaim, defense, recoupment, or deduction of any kind or nature whatsoever, except as may be expressly required by applicable law. (b) All such payments shall be made to the Administrativ

Section 4. Prepayment. (a) Voluntary Prepayment. The Borrowers may, at their option, prepay the Revolving Loans evidenced by this Note, in whole or in part, at any time and from time to time, without premium or penalty (other than customary SOFR breakage costs, if any, as provided in Section 3.05 of the Credit Agreement), upon prior written notice to the Administrative Agent in accordance with and subject to the term

Section 5. Credit Agreement; Security. (a) This Note is one of the "Notes" referred to in, and is entitled to the benefits of, the Credit Agreement and the other Loan Documents. The terms and provisions of the Credit Agreement are hereby incorporated herein by reference. Reference is made to the Credit Agreement for a more complete statement of the terms and conditions under which the Revolving Loans evidenced hereby

Section 6. Events of Default; Acceleration. Upon the occurrence of any Event of Default under Article VIII of the Credit Agreement, the Administrative Agent may (or, at the direction of the Required Lenders, shall) declare the entire unpaid principal amount of this Note, together with all accrued and unpaid interest thereon and all other amounts owing under the Credit Agreement and the other Loan Documents, to be imm

Section 7. Revolving Nature. This Note evidences Revolving Loans made pursuant to the Credit Agreement and, accordingly, notwithstanding any payments or prepayments of principal hereunder, the Borrowers may from time to time borrow, repay, and reborrow amounts hereunder up to an aggregate principal amount at any time outstanding not to exceed the Lender's Commitment of One Hundred Thirty-Five Million and No/100 Dolla

Section 8. Waivers. (a) The Borrowers and each endorser, surety, and guarantor of this Note hereby jointly and severally waive presentment for payment, demand for payment, notice of dishonor, protest, and notice of protest with respect to this Note, and all other notices or demands in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, to the fullest extent perm

Section 9. Governing Law. THIS NOTE 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 GIVING EFFECT TO ANY 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 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

Section 10. Submission to Jurisdiction. Each Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of (a) the United States District Court for the Southern District of New York, and (b) the Supreme Court of the State of New York, New York County, and any appellate court from any thereof, in any action, suit, or proceeding arising out of or relating to this

Section 11. Waiver of Jury Trial. THE BORROWERS AND THE LENDER EACH HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS NOTE, THE CREDIT AGREEMENT, ANY OTHER LOAN DOCUMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR TH

Section 12. Successors and Assigns. This Note shall be binding upon the Borrowers and their respective successors and permitted assigns, and shall inure to the benefit of the Lender and its successors and assigns, including any assignee or participant that acquires an interest in the Revolving Loans evidenced by this Note pursuant to the assignment and participation provisions of Section 10.06 of the Credit Agreement

Section 13. Amendments. This Note may not be amended, modified, supplemented, or waived except in accordance with the provisions of Section 10.01 of the Credit Agreement, which provisions are incorporated herein by reference.

Section 14. Severability. If any provision of this Note is held to be invalid, illegal, or unenforceable by any court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions of this Note shall not in any way be affected or impaired thereby, and such invalid, illegal, or unenforceable provision shall be reformed, construed, and enforced to the maximum extent permissible so as