Contract analysis

Section 1: Arrangement Fee (a) Amount. In consideration of Brindoval's agreement to act as Sole Lead Arranger and Sole Bookrunner for the Facility, the Borrower agrees to pay to Brindoval National Bank, N.A., in its capacity as Sole Lead Arranger and Sole Bookrunner, an arrangement fee (the "Arrangement Fee") equal to 1.50% of the aggregate principal amount of the Facility commitments. Based on the aggregate commitme

Section 2: Structuring Fee (a) Amount. In consideration of Brindoval's services in structuring the Facility, including the development of the credit structure, the preparation and negotiation of the Term Sheet, and the coordination of the due diligence process, the Borrower agrees to pay to Brindoval National Bank, N.A., in its capacity as Sole Lead Arranger, a structuring fee in the amount of $500,000 (the "Structur

Section 3: Original Issue discount (OID) (a) Amount. The term loans under the Facility shall be issued with an original issue discount (the "Original Issue discount" or "OID") of 2.00% of the aggregate principal amount of the Facility funded on the Closing Date. Based on a full funding of $200,000,000 on the Closing Date, the Original Issue discount shall equal $4,000,000. (b) Mechanics. The term loans under the Faci

Section 4: Payment Mechanics (a) Wire Transfer Instructions. All fees payable under this Fee Letter shall be paid in United States dollars in immediately available funds by wire transfer to an account or accounts designated in writing by Brindoval National Bank, N.A., such wire transfer instructions to be provided to the Borrower not later than two (2) business days prior to the Closing Date. Wire transfer instructio

Section 5: Fee Allocation in Syndication (a) Brindoval's Discretion. Brindoval National Bank, N.A., in its capacity as Sole Lead Arranger and Sole Bookrunner for the Facility, shall have sole and absolute discretion to determine the allocation of any portion of the Arrangement Fee and the Original Issue discount among syndication participants, including the anticipated co-lenders Harborstone Capital Partners LLC and

Section 6: Market Flex (a) Cross-Reference to Commitment Letter. This Section 6 supplements, and is subject to, the Market Flex provisions set forth in the Commitment Letter (including any exhibits or schedules thereto). In the event of any inconsistency between this Section 6 and the Market Flex provisions of the Commitment Letter, the provisions that afford Brindoval the broader Market Flex rights shall control. (b

Section 7: Confidentiality (a) Confidential Treatment. The existence of this Fee Letter, and the terms and conditions set forth herein (including, without limitation, the amount and calculation of the Arrangement Fee, the Structuring Fee, and the Original Issue discount, and the scope and terms of the Market Flex provisions), shall be treated as strictly confidential by the Borrower and shall not be disclosed by the

Section 8: Relationship to Commitment Letter and Term Sheet (a) Integral Part. This Fee Letter is an integral part of the Commitment Letter and shall be attached thereto as an exhibit or delivered concurrently therewith. The parties acknowledge and agree that the Commitment Letter and this Fee Letter, together with the Term Sheet, collectively constitute the agreement among the parties with respect to Brindoval's com

Section 9: Expenses (a) Cross-Reference. The Borrower's obligation to reimburse Brindoval National Bank, N.A. for its reasonable and documented out-of-pocket expenses incurred in connection with the Facility and the transactions contemplated by the Commitment Letter (including, without limitation, the fees and disbursements of Broadwick & Thayer LLP, 51 West 52nd Street, 30th Floor, New York, NY 10019, as legal couns

Section 10: Termination (a) Termination Upon Expiration of Commitment Letter. This Fee Letter shall terminate automatically and without further action by any party upon the termination or expiration of the Commitment Letter for any reason, including, without limitation, upon the expiration of the 45-day commitment period set forth in the Commitment Letter (i.e., June 2, 2026), unless such commitment period is extende

Section 11: Governing Law and Jurisdiction (a) Governing Law. This Fee Letter shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without regard to any conflicts of law principles that would result in the application of the laws of any other jurisdiction; provided, however, that Sections 5-1401 and 5-1402 of the New York General Obligations Law shall apply. (b) J

Section 12: Miscellaneous (a) Amendments. This Fee Letter may not be amended, modified, supplemented, or waived except by a written instrument executed by each of Brindoval National Bank, N.A. and the Borrower. No failure or delay by either party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege pre