Facility Fee. The Parent Borrower shall pay to the Domestic Administrative Agent for the account of each Lender in accordance with its Applicable Percentage, a facility fee in Dollars (the “Facility Fee”) at a rate per annum equal to the Applicable Rate times the actual daily amount of the Aggregate Revolving Commitments (or, if the Aggregate Revolving Commitments have terminated, on the Outstanding Amount of all Revolving Loans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in [Section 2.15]. The Facility Fee shall accrue at all times during the Availability Period (and thereafter so long as any Revolving Loans, Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in [Article V] is not met, and shall be due and payable quarterly in arrears on the fifteenth (15th) calendar day following the last day of the applicable calendar quarter, commencing with the first such date to occur after the Closing Date, and on the Maturity Date (and, if applicable, thereafter on demand); provided, that # no Facility Fee shall accrue on the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and # any Facility Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Parent Borrower so long as such Lender shall be a Defaulting Lender. The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Company shall pay to the Administrative Agent for the account of the Banks ratably a facility fee at the Facility Fee Rate. Such facility fee shall accrue # for each day from and including the Closing Date to but excluding the Termination Date (or earlier date of termination of the Aggregate Commitments), on the Aggregate Commitments (whether used or unused) on such day and # for each day from and including such Termination Date or other date of termination to but excluding the date the Loans shall be repaid in their entirety, on the Aggregate Outstanding Amount on such day.

Facility Fee. The ​ agrees to pay to the Administrative Agent for the account of each ​ a facility fee (the “Facility Fee”) on the average daily amount (whether used or unused) of such ​’s Revolving Credit Commitment from the Effective Date (in the case of each Bank) and from the effective date specified in the Assignment and Assumption pursuant to which it became a ​ (in the case of each such ​) until the earlier of the Commitment Termination Date applicable to such ​ and the Termination Date (or such later date on which the Advances made by such ​ have been paid in full and the participations in Letters of Credit of such ​ have been terminated, but payable on the outstanding principal amount of such Advances and the aggregate Available Amount of outstanding Letters of Credit) at a rate per annum equal to the Applicable Facility Fee Rate as in effect from time to time. Accrued Facility Fees shall be paid on the last Business Day of each March, June, September and December and on the Termination Date (or such later date on which the Advances made by such ​ have been paid in full and the participations in Letters of Credit of such ​ have been terminated, but payable on the outstanding principal amount of such Advances and the aggregate Available Amount of outstanding Letters of Credit); provided that no Defaulting ​ shall be entitled to receive any facility fee in respect of its Revolving Credit Commitment for any period during which that ​ is a Defaulting ​ (and the ​ shall not be required to pay such fee that otherwise would have been required to have been paid to that Defaulting ​), other than a facility fee, as described above, on the aggregate principal amount of Advances funded by such Defaulting ​ outstanding from time to time.

Unused Revolving Line Facility Fee. Payable quarterly in arrears on the first (1st) day of each calendar quarter occurring after the Third Amendment Effective Date but prior to the Revolving Line Maturity Date, and on the Revolving Line Maturity Date, a fee (the “Unused Revolving Line Facility Fee”) in an amount equal to three-twentieths of one percent (0.15%) per annum of the average unused portion of the Revolving Line, as determined by Bank. The unused portion of the Revolving Line, for purposes of this calculation, shall be calculated on a calendar year basis and shall equal the difference between # the Revolving Line, and # the average for the period of the daily closing balance of the Revolving Line outstanding plus the sum of the aggregate amount of outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit).

Facility. ​ is willing to consider, in its sole discretion and within limits which may be authorized for purchase by ​ Parties from time to time, the purchase of Shelf ​ pursuant to this Agreement. The willingness of ​ to consider such purchase of Shelf ​ is herein called the “Facility.” At any time, subject to the additional limitations in [Section 2(b)], the aggregate principal amount of Shelf ​ stated in [Section 1], minus the aggregate principal amount of Shelf ​ purchased and sold pursuant to this Agreement prior to such time, minus the aggregate principal amount of Accepted ​ (as hereinafter defined) which have not yet been purchased and sold hereunder prior to such time, is herein called the “Available Facility Amount” at such time. NOTWITHSTANDING THE WILLINGNESS OF ​ TO CONSIDER PURCHASES OF SHELF ​ BY ​ PARTIES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER ​ NOR ANY ​ PARTY SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE SHELF ​, OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF SHELF ​, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY ​ OR ANY ​ PARTY.

“Facility Fees” means, collectively, the Domestic Facility Fee, the Canadian Facility Fee, the U.K. Facility Fee, and the PR Facility Fee.

CONDITIONS. The effectiveness of this Business Financing Modification Agreement is conditioned upon payment of the Domestic Facility Fee, EXIM Facility Fee, EXIM Application Fee, and Due Diligence Fee.

Fee. Licensee shall pay Licensor a fee of ​ (​ USD) on or before ​ as consideration for this Amendment # 2.

Fee. The Company shall pay the Director a fee for services hereunder of ​ per annum (the “Board Compensation”) to be paid in equal quarterly installments of ​ (the “Quarterly Payments”) beginning with the initial payment on ​. Following the Initial Payment, Quarterly Payments shall be due on the last business day of each September, December, March and June in the Directorship Term hereof (the “Payment Dates”). The Board Compensation shall be paid either in readily available funds or fully paid, validly issued and non-assessable common stock of the Company (the “Common Stock”), at the sole option of the Board Member, to be exercised by written notice to the Company on or prior to the Payment Date, failing which the Board Compensation shall be paid in cash. In the event that a Quarterly Payment is to be remitted in Common Stock, the number of shares shall be determined by dividing the Quarterly Payment by the closing sale price of the Common Stock on the trading day immediately preceding the applicable Payment Date, as reported by the principal trading market for the Common Stock.

Facility Fee. A one-time, non-refundable fee of 4.5% shall be earned when this Agreement has been executed and the funds have been wired to the account of ​/[Companies:Organization] Research Canada, Inc.

Facility Fee. [Section 9.1] is amended to read in its entirety as follows:

Facility Fee. The Seller agrees to pay to the Agent (for Pro Rata distribution to the Buyers) monthly, in arrears, a facility fee (the “Facility Fee”) in an amount equal to the sum of one quarter of one percent (0.25%) per annum of the Maximum Aggregate Commitment, as in effect from time to time, for the period from the date of the First Amendment hereto to the Termination Date, computed for each calendar month or portion thereof from the date of the First Amendment hereto to the Termination Date. The Facility Fee shall be payable monthly in arrears and shall be due and payable no later than the ninth (9th) day of each month (or if such day is not a Business Day, on the first Business Day thereafter). The Facility Fee is compensation to the Buyers for committing to make funds available for revolving purchases of Eligible Loans on the terms and subject to the conditions of this Agreement, and are not compensation for the use or forbearance or detention of money. Each calculation by the Agent of the amount of the Facility Fee shall be conclusive and binding absent manifest error.

Unused Facility Fee. The Borrowers, jointly and severally, agree to pay to the Administrative Agent, for the ratable account of each Lender, an unused facility fee (the "Unused Facility Fee"), which shall accrue at a rate per annum equal to # the Applicable Margin, multiplied by # the average daily unused portion of the Revolving Commitments (calculated by subtracting the sum of the average daily outstanding balance of all Loans and L/C Obligations from ​). The Unused Facility Fee shall be computed and be payable in arrears on the first day of each April, July, October and January of each year, each date on which the Revolving Commitments are permanently reduced and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the Agreement Date, provided that all unpaid Unused Facility Fees shall be payable on the date on which the Revolving Commitments terminate and provided further that Unused Facility Fees which accrue after the Revolving Commitments terminate shall be payable on demand. All Unused Facility Fees shall be computed on the basis of a year of a year of 365 days (or 366 days in a leap year) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Domestic Facility Fee. ​ shall pay the Domestic Facility Fee to ​ on the date of this Agreement and each anniversary thereof.

EXIM Facility Fee. ​ shall pay the EXIM Facility Fee to ​ on the date of this Agreement and each anniversary thereof.

Domestic Facility Fee. Borrower shall pay the Domestic Facility Fee to Lender promptly upon the execution of the Second Amendment and each anniversary thereof thereafter.

Term Advance Facility Fee. Borrower shall pay the Term Advance Facility Fee to Lender promptly upon the execution of the Second Amendment.

CONDITIONS. The effectiveness of this Business Financing Modification Agreement is conditioned upon payment of the Domestic Facility Fee, the EXIM Facility Fee, and the Due Diligence Fee.

“Facility Fee Rate”: the rate per annum set forth under the relevant column heading in the Pricing Grid. For the avoidance of doubt, the “Facility Fee Rate” will be adjusted from time to time based on the Sustainability Facility Fee Adjustment.