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.

Commitment Fee. A fully earned, non-refundable commitment fee of Twenty-Five Thousand Dollars ($25,000), on the Effective Date; # Final Payment. The Final Payment, when due hereunder; # Prepayment Fee. The Prepayment Fee, if and when due hereunder;

Anniversary Fee. A non-refundable anniversary fee of Two Hundred Thousand Dollars ($200,000) (the “Anniversary Fee”) is earned as of the Effective Date and is due and payable on the earliest to occur of # one quarter payable on each of the 1st, 2nd, 3rd and 4th anniversaries of the Effective Date (for avoidance of doubt Fifty Thousand Dollars ($50,000) of such fee shall be due on each such anniversary), # the termination of this Agreement or # the occurrence and continuance of an Event of Default and an acceleration by Bank of the Obligations under this Agreement and the other Loan Documents.