Contract analysis

1. Introduction and Commitment Crescent Harbor Bank, N.A. ("Crescent Harbor," "CHB," or the "Commitment Party") is pleased to set forth the terms and conditions upon which it is willing to act as Sole Lead Arranger and Sole Bookrunner, and to serve as Administrative Agent, in connection with a senior secured term loan B credit facility in an aggregate principal amount of Nine Hundred Fifty Million Dollars ($950,000,0

2. Roles and Titles The following roles and titles shall apply in connection with the Facility: Crescent Harbor reserves the right, in consultation with the Borrower, to appoint additional co-managers or co-arrangers from among the Lenders who participate in the syndication, to the extent Crescent Harbor determines such appointments would facilitate the successful syndication of the Facility. Any such appointment sha

3. Syndication 3.1 Syndication Strategy Crescent Harbor intends to syndicate portions of the Facility to a group of institutional lenders, which may include domestic and international commercial banks, credit funds, insurance company lenders, CLO vehicles, and other institutional investors customarily participating in term loan B facilities. The target syndication timeline contemplates a launch of the syndication pro

4. Conditions Precedent to Commitment The commitment of Crescent Harbor to fund the Facility on the Closing Date is subject to the satisfaction (or waiver by Crescent Harbor in its sole discretion) of the conditions precedent set forth in detail in Exhibit B attached hereto and incorporated herein by reference (the "Conditions Precedent"). For convenience of reference, the following is a summary of the key Conditions

5. Use of Proceeds The proceeds of the Term Loan shall be used by the Borrowers solely for the following purposes: The proceeds allocated to the Frankfurt campus construction shall be funded through the EUR Sub-Tranche and converted at the spot EUR/USD exchange rate on the Closing Date. Any difference between the assumed exchange rate (1.0846) and the actual spot rate on the Closing Date shall result in a correspondi

6. Fees The fees payable by the Borrower in connection with the Facility are set forth in detail in the separate Fee Letter of even date herewith (the "Fee Letter"), executed by Crescent Harbor and the Borrower. The following is a summary of the principal fee elements; provided that this summary is qualified in its entirety by reference to the Fee Letter: Arrangement Fee: An arrangement fee equal to 1.50% of the aggr

7. Information Requirements The Borrower shall provide (or cause to be provided) to Crescent Harbor the following information in connection with the Facility: (a) Annual Financial Statements: Audited consolidated financial statements of the Borrower and its subsidiaries for the most recently completed fiscal year, prepared in accordance with GAAP and audited by Ashford & Mercer LLP (or such other nationally recognize

8. Representations and Warranties of the Borrower The Borrower represents and warrants to Crescent Harbor as of the date hereof, and shall be deemed to repeat each such representation and warranty as of the Closing Date, as follows: (a) Organization and Good Standing. The Borrower is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, with its pr

9. Indemnification The Borrower agrees to indemnify and hold harmless Crescent Harbor, its affiliates (including Pinnacle Trust Company, N.A., solely in its capacity as Collateral Agent), and their respective officers, directors, employees, agents, advisors, controlling persons, successors, and assigns (each, an "Indemnified Party") from and against any and all losses, claims, damages, liabilities, costs, and expense

10. Confidentiality This Commitment Letter and its contents (including, without limitation, the Term Sheet, the Market Flex provisions set forth in Section 3.4, and the Fee Letter) are confidential and may not be disclosed by the Borrower or any of its affiliates to any third party without the prior written consent of Crescent Harbor, except for disclosure: (a) to the Borrower's officers, directors, employees, legal

11. Expenses Whether or not the Closing occurs, the Borrower agrees to pay or reimburse Crescent Harbor for all reasonable and documented out-of-pocket costs and expenses incurred by Crescent Harbor in connection with the Facility, including, without limitation: (a) the fees and expenses of Blackthorn & Sundial Software, as counsel to the Administrative Agent and the Lenders, incurred in connection with the negotiati

12. Termination and Expiration This Commitment Letter shall expire at 5:00 p.m. (New York City time) on March 8, 2024, unless prior to such time the Borrower has countersigned and returned to Crescent Harbor an executed copy of this Commitment Letter, together with a countersigned copy of the Fee Letter. If this Commitment Letter is duly countersigned and returned by the Borrower, the commitments of Crescent Harbor h

13. Governing Law and Jurisdiction This Commitment Letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). Each of the parties hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the federal courts of the United Sta

14. Miscellaneous Entire Agreement. This Commitment Letter (together with the Fee Letter and the Term Sheet attached hereto as Exhibit A) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, and understandings, oral or written, between the parties with respect thereto. For the avoidance of doubt, th