Contract analysis

Section 1: The Facility; Commitment 1.1 Commitment. Brindoval hereby commits to provide to the Borrower a senior secured term loan facility in an aggregate principal amount of $200,000,000 (the "Facility" or the "Term Loan Facility"), on the terms and subject to the conditions set forth in this Commitment Letter and the Term Sheet attached hereto as Exhibit A. Such commitment is a binding obligation of Brindoval, sub

Section 2: Titles and Roles Brindoval shall act as Sole Lead Arranger and Sole Bookrunner with respect to the Facility and shall have the rights and responsibilities customarily associated with such roles, including the sole and exclusive right to manage all aspects of the syndication of the Facility (subject to the terms of Section 3 below). In addition, Brindoval shall serve as Administrative Agent under the Credit

Section 3: Syndication 3.1 Syndication Intent. Brindoval intends to syndicate portions of the Facility to a group of financial institutions, funds, and other lenders (collectively with Brindoval, the "Lenders") that are reasonably acceptable to the Borrower (such acceptance not to be unreasonably withheld, conditioned, or delayed). The Borrower acknowledges that syndication is an important component of Brindoval's cr

Section 4: Fees In connection with the Facility, the Borrower and Brindoval have entered into a separate fee letter of even date herewith (the "Fee Letter"), which sets forth the fees payable by the Borrower to Brindoval in connection with the Facility. The Fee Letter provides for the following fees, among other matters: (a) Arrangement Fee: A fee equal to 1.50% of the aggregate principal amount of the Facility ($200

Section 5: Conditions Precedent to Funding 5.1 General Standard. The commitment of Brindoval to fund the Facility on the Closing Date (as defined below) is subject solely to the satisfaction (or waiver by Brindoval in its sole discretion) of the conditions set forth in this Section 5 (and no other conditions, whether implied, at law, in equity, or otherwise). The term "Closing Date" means the date on which all condit

Section 6: Market Flex 6.1 Flex Right. Brindoval reserves the right, in consultation with the Borrower and the Sponsor, to modify the pricing, structure, or certain other terms of the Facility to the extent Brindoval reasonably determines, based on then-prevailing market conditions and investor feedback, that such modifications are necessary or advisable to ensure the successful syndication of the Facility, subject i

Section 7: Representations, Warranties, and Covenants of the Borrower 7.1 Borrower's Representations. The Borrower represents and warrants to Brindoval, as of the date hereof and as of the Closing Date, as follows: (a) All written information (other than projections, estimates, budgets, pro forma financial information, and other forward-looking information) that has been or will be furnished by or on behalf of the Bo

Section 8: Indemnification 8.1 Scope. The Borrower and the Sponsor (jointly and severally, to the extent of the Sponsor's limited recourse obligations as acknowledged in the signature block hereto) agree to indemnify and hold harmless Brindoval and each of its affiliates, and the respective officers, directors, partners, members, managers, employees, agents, advisors, representatives, and controlling persons of each

Section 9: Confidentiality 9.1 General. This Commitment Letter, the Fee Letter, the Term Sheet, and the existence, terms, and contents thereof are confidential and, except as set forth below, shall not be disclosed by any party hereto or their respective affiliates, officers, directors, employees, agents, or representatives to any person without the prior written consent of the other parties hereto. Notwithstanding t

Section 10: Expiration; Termination 10.1 Expiration Date. This Commitment Letter and the commitments and obligations of Brindoval hereunder shall expire at 5:00 p.m. (New York City time) on June 2, 2026 (the "Expiration Date"), which is forty-five (45) calendar days from the date hereof, unless: (a) the Closing Date shall have occurred on or prior to such date; or (b) such date is extended in writing by mutual agreem

Section 11: Governing Law This Commitment Letter, the Fee Letter, and any claim, controversy, or dispute arising out of or relating to this Commitment Letter or the Fee Letter (whether in contract, tort, or otherwise) 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 that would result in the application of

Section 12: Jurisdiction; Waiver of Jury Trial 12.1 Jurisdiction. Each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and, if such court lacks subject matter jurisdiction, the courts of the State of New York sitting in the Borough of Manhattan, and any appellate court from any thereof, for the purpos

Section 13: Miscellaneous 13.1 Entire Agreement. This Commitment Letter, together with the Fee Letter and the Term Sheet attached hereto as Exhibit A, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, of the parties with respect to such subj