Ticking Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender with a Term Loan Commitment in accordance with its Applicable Percentage, a ticking fee equal to the Applicable Rate times the actual daily amount of the unused Aggregate Term Loan Commitments.

C Obligations and Swing Line Loans being deemed “held” by such Revolving Credit Lender for purposes of this definition) and # aggregate unused Revolving Credit Commitments; provided that the unused Revolving Credit Commitment of, and the portion of the Total Revolving Credit Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Revolving Lenders.

Fees. The Borrower acknowledges that a five percent (5%) origination fee shall be paid to the Lender upon execution of this Note. The origination fee shall accrue against the opening balance on the line of credit and shall be considered a draw on the line of credit until repaid.

Following the effectiveness of the ESG Amendment, # any modification to the ESG Pricing Provisions which has the effect of reducing the unused line fee set forth in [Section 3.2(a)] of this Agreement and the Applicable Margin to a level not otherwise permitted by this [Section 2.9] shall be subject to the consent of all Lenders and # any other modification to the ESG Pricing Provisions (other than, for the avoidance of doubt, as provided for in the immediately preceding clause (i)) shall be subject only to the consent of the Required Lenders.

No Defaulting Lender shall be entitled to receive any Unused Facility Fee for any period during which that Lender is a Defaulting Lender (and the Borrowers shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).

Commitment Fees. Borrower agrees to pay to Administrative Agent for the account of each Lender in accordance, subject to Section 12.22, with its Applicable Percentage, a commitment fee on # the daily average unused amount of the Revolving Credit Commitment of such Lender plus # the daily average unused amount of the Term Loan Commitment of such Lender, in each case, for the period from and including the date of this Agreement to and including the Maturity Date (including at any time during which one or more of the conditions in Article 5 is not met), at a rate equal to the Applicable Margin for the “Commitment Fee” then in effect as determined by reference to the table set forth in the definition of “Applicable Margin” in Section 1.1. For the purpose of calculating the commitment fee hereunder, the Commitment of each Revolving Credit Lender shall be deemed utilized by the amount of all outstanding Revolving Credit Loans and L/C Obligations, but not by the amount of any outstanding Swing Line Loans, owing to such Revolving Credit Lender whether directly or by participation. Accrued commitment fees shall be payable quarterly in arrears on the first day of

“Applicable Margin” means with respect to any Type of Loan or the Unused Fee, the percentages per annum set forth below, as based upon the Average Availability for the immediately preceding fiscal quarter:

“Revolving Line Termination Fee” means upon the termination of the Revolving Line for any reason prior to the Revolving Line Maturity Date, in addition to the payment of any other amounts then-owing, a fee in an amount equal to # Two Hundred Thousand Dollars ($200,000) if such termination occurs prior to the first anniversary of the Effective Date, or # One Hundred Thousand Dollars ($100,000) if such termination occurs on or at any time after the first anniversary of the Effective Date but prior to the Revolving Line Maturity Date.

Facility Fee. The Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Percentage, a facility fee (the “Facility Fee”) in Dollars equal to the Applicable Rate times the actual daily amount of the Revolving Credit Facility (or, if the Revolving Credit Facility has terminated, on the Outstanding Amount of all Revolving Credit Loans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in [Section 2.16]. The Facility Fee shall accrue at all times during the Availability Period (and thereafter so long as any Revolving Credit Loans, Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in [Article IV] is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period (and, if applicable, thereafter on demand). 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.

Consulting Fee. Commencing as of the Effective Date and continuing thereafter during the term of this Agreement, the Company shall pay the Consultant a base consulting fee at the rate of Four-hundred thousand dollars ($250,000) per annum, payable Thirty-three thousand, three-hundred and thirty-three dollars ($20,833.33) per month.