Common use of Fees Clause in Contracts

Fees. For the services described in Exhibit B, during the Term of this Agreement Company agrees to pay Consultant a sum equal to Twenty Per Cent (20%) (the “Base Fees”) of any increase (the “ANI Increase”) in Company’s quarterly adjusted net income from operations (the “ANI”) for the aggregate of Company’s Minnesota and Maryland operations over the Q4 (October 1 through December 31) 2022 ANI Baseline (as defined in Exhibit C) plus any annual increase in CPI-U (all items) for the period between June 1, 2023, and the date of calculation for such operations. Base Fees shall be calculated for each of Company’s fiscal quarters using ANI as described in, and calculated in accordance with, Exhibit C. If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent (50%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination of the ANI Increase attributable to Consultant’s services within thirty (30) days of the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation pursuant to Section 3.B. If Consultant does not respond to the Fee Attribution Statement within the ten (10) day period (the “Fee Attribution Statement Review Period”), Consultant shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth on the Fee Attribution Statement.

Fees. For Borrower shall pay when due the services described following fees and expenses: (a) the reasonable fees of the Construction Consultant and the inspecting architects and engineers in Exhibit Bconnection with any documentation delivered to Lender as required hereunder, during (b) the Term reasonable fees of any environmental consultants used by Lender in connection with the Property as provided in the Environmental Indemnity, (c) the reasonable costs and expenses of any appraisal which Borrower is required to pay for pursuant to Section hereof, (d) the reasonable and customary costs and expenses which have been incurred by Lender in connection with the preparation and execution of the Loan Documents and the closing and funding of the Loan, including, without limitation, filing fees and charges, abstract fees, UCC policy fees, escrow fees, and reasonable attorneys’ fees, (e) the reasonable costs and expenses which may be incurred by Lender in connection with the administration of the Loan, including, without limitation, any extension, amendment or modification thereof, (f) the costs of enforcement of the Pledge Agreement, the Note, and the other Loan Documents, including, without limitation, reasonable attorneys’ fees in any action for the foreclosure of the Pledge Agreement and the collection of the Loan, and all such fees incurred in connection with any bankruptcy or insolvency proceeding, and (g) the reasonable costs and expenses incurred by Lender in connection with the release of Units; provided, however that, with respect to all costs and expenses set forth in items (a), (b), (c), (d) and (g), such costs and expenses are not intended to be duplicative of any costs or expenses payable by Mortgage Borrower pursuant to Section 4.1.20 of the Mortgage Loan Agreement or any fees or costs payable by First Mezzanine Borrower pursuant to the First Mezzanine Loan Documents and to the extent duplicative, compliance by Mortgage Borrower with the provisions of Section 4.1.20 of the Mortgage Loan Agreement or compliance by First Mezzanine Borrower with the applicable provisions of the First Mezzanine Loan Documents shall be deemed to be compliance by Borrower with the provisions this Agreement Company Section 4.1.20. In addition, Borrower hereby agrees to pay Consultant a sum equal to Twenty Per Cent (20%) (all costs and fees charged by the “Base Fees”) of any increase (the “ANI Increase”) in Company’s quarterly adjusted net income from operations (the “ANI”) for the aggregate of Company’s Minnesota and Maryland operations over the Q4 (October 1 through December 31) 2022 ANI Baseline (as defined in Exhibit C) plus any annual increase in CPI-U (all items) for the period between June 1, 2023, and the date of calculation for such operations. Base Fees shall be calculated for each of Company’s fiscal quarters using ANI as described in, and calculated in accordance with, Exhibit C. If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent (50%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination servicer of the ANI Increase attributable to Consultant’s services Loan in connection with the servicing of the Loan. Borrower will, within thirty (30) days after demand by Lender (together with reasonable evidence of incurrence of such expenses), reimburse Lender for all such reasonable expenses which have been incurred; and Borrower will indemnify and hold harmless Lender from and against, and reimburse it for all claims, demands, liabilities, losses, damages, judgments, penalties, costs, and expenses (including, without limitation, reasonable attorneys’ fees) which are actually imposed upon, asserted against, or incurred or paid by Lender by reason of, on account of or in connection with any bodily injury or property damage occurring in or upon or in the vicinity of the end Property through any cause whatsoever or asserted against Lender or Borrower on account of Company’s fiscal quarter (any act performed or omitted to be performed hereunder by Borrower or on account of any transaction arising out of or in any way connected with the “Fee Attribution Statement”) on a form mutually agreeable Property, or with this Agreement or any of the indebtedness evidenced by the Note, provided that the foregoing indemnity shall not apply to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation pursuant to Section 3.B. If Consultant does not respond any such liabilities, losses, damages and expenses of Lender to the Fee Attribution Statement within extent arising from the ten (10) day period (willful misconduct or gross negligence of Lender. In addition, the “Fee Attribution Statement Review Period”)foregoing indemnity shall not apply with respect to any costs, Consultant fees or expenses incurred by Lender after the transfer of title to the Collateral by foreclosure. The foregoing indemnity shall forfeit any dispute rights be subject to the procedures of Section 10.13. All amounts incurred or paid by Lender under this Section 4.1.20, together with interest thereon at the Default Rate from the date the same are required to be paid by Borrower to Lender until paid by Borrower, shall be added to the Debt and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth on be secured by the Fee Attribution Statementlien of the Pledge Agreement.

Fees. For the services described in Exhibit B, during the Term of this Agreement Company (a) The Borrower agrees to pay Consultant to the Administrative Agent for the account of each Lender (other than a sum Defaulting Lender): (i) a participation fee equal to Twenty Per Cent 0.50% of such Lender’s Term Loan Commitment in effect on the Closing Date, which will be earned on the Closing Date and will be payable (20%x) on the Funding Date, in an amount equal to the full amount of such fee less any portion thereof previously paid under clause (y) hereof and (y) on each date prior to the “Base Fees”) occurrence of the Funding Date upon which any such Term Loan Commitment or portion thereof is terminated or otherwise expires, payable with respect to the amount of any increase such expired or terminated Term Loan Commitment (including without limitation upon any such termination of a portion of the “ANI Increase”Term Loan Commitments on or prior to the Funding Date as a result of the issuance of any Permitted Unsecured Notes); (ii) a fee payable on the Funding Date equal to 1.00% of the principal amount of such Lender’s Term Loans made on the Funding Date, minus the amount of any fee paid pursuant to clause (i) above on the Funding Date with respect to the amount of such Lender’s Term Loan Commitment relating to such Term Loans made, such fee to be paid in cash on the Funding Date, or if the Lender so elects by giving notice to the Administrative Agent at least one Business Day prior to the Funding Date, as an original issue discount with respect to such Term Loans made by it; (iii) a ticking fee equal to 0.50% per annum (calculated on the basis of a year of 360 days and actual days elapsed) applied to the average daily amount of the Term Loan Commitment of such Lender, which shall accrue at all times during the period commencing on the date hereof and ending on the earlier of (x) the Funding Date and (y) the date prior to the occurrence of the Funding Date upon which the Term Loan Commitments are terminated or otherwise expire and which shall be due and payable upon the earlier of (x) the Funding Date and (y) the date prior to the occurrence of the Funding Date upon which the Term Loan Commitments are terminated or otherwise expire; and (iv) in Company’s quarterly adjusted net income from operations the event a Lender receives a Refinancing Repayment, the premium required to be paid pursuant to Section 2.26 in connection therewith. (b) The Borrower agrees to pay to the “ANI”Administrative Agent, (i) for its own account, the administration fees at the times and in the amounts agreed upon by the Borrower and the Administrative Agent and (ii) for the aggregate account of Company’s Minnesota each Arranger, the arrangement fee at the times and Maryland operations over in the Q4 (October 1 through December 31) 2022 ANI Baseline (as defined in Exhibit C) plus any annual increase in CPI-U (all items) for amounts agreed upon by the period between June 1, 2023, Borrower and the date Arrangers in the letter dated as of calculation for such operations. Base January 12, 2010. (c) All Fees shall be calculated for each of Company’s fiscal quarters using ANI as described inpaid on the dates due, and calculated in accordance withU.S. Dollars in immediately available funds, Exhibit C. If Company determinesto the Administrative Agent. Once paid, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent (50%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination none of the ANI Increase attributable to Consultant’s services within thirty Fees shall be refundable under any circumstances (30) days other than corrections of the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation pursuant to Section 3.B. If Consultant does not respond to the Fee Attribution Statement within the ten (10) day period (the “Fee Attribution Statement Review Period”errors in payment), Consultant shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth on the Fee Attribution Statement.

Fees. For the services described in Exhibit B, during the Term of this Agreement Company (a) The Borrower agrees to pay Consultant to the Administrative Agent for the account of each Lender a sum commitment fee at a per annum rate equal to Twenty Per Cent (20%) the Applicable Rate on the average daily unused portion of such Lender’s Commitment from the date hereof to and including the date on which the Commitments terminate (the “Base FeesCommitment Fee”). Accrued Commitment Fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof. All Commitment Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).For purposes of calculating the Commitment Fee hereunder, the principal amount of each Revolving Loan and Letter of Credit made in a Foreign Currency shall be at any time the Dollar Equivalent thereof as determined on the most recent Calculation Date with respect to thereto. (b) The Borrower agrees to pay (i) to the Administrative Agent for the account of any increase each Lender a participation fee (the “ANI IncreaseLC Fee”) with respect to its participations in CompanyLetters of Credit, which shall accrue at the Applicable Rate with respect to Eurodollar Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, (ii) to each of the Issuing Banks for its own account a fronting fee equal to 0.25% per annum on the undrawn amount of each applicable Letter of Credit which shall be payable quarterly adjusted net income from operations in arrears, and (iii) to each of the “ANI”Issuing Banks its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. LC Fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Banks pursuant to this paragraph shall be payable within 10 days after demand. All LC Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). All fees payable under this Section 2.12(b) with respect to a Letter of Credit made in a Foreign Currency shall be payable in such Foreign Currency. (c) The Borrower agrees to pay to Administrative Agent, for its own account, for the account of the Arranger and for the account of the Lenders, as applicable, the fees set forth in the Fee Letters in the amounts and at the times described therein. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to each of the Issuing Banks, in the case of fees payable to it) for distribution, in the aggregate case of Company’s Minnesota Commitment Fees and Maryland operations over LC Fees, to the Q4 (October 1 through December 31) 2022 ANI Baseline Lenders. Fees paid shall not be refundable under any circumstances. All fees, interest and other amounts payable under the Restated Agreement or other Loan Documents (as defined in Exhibit Cthe Restated Agreement) plus any annual increase in CPI-U (that have accrued up to but excluding the date hereof, shall be paid to the Administrative Agent, the Restatement Lenders or other Persons specified therein, and all items) fees, interest and other amounts that accrue from after the date hereof shall be for the period between June 1, 2023, and the date of calculation for such operations. Base Fees shall be calculated for each of Company’s fiscal quarters using ANI as described in, and calculated in accordance with, Exhibit C. If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent (50%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination account of the ANI Increase attributable to Consultant’s services within thirty (30) days of Administrative Agent, Issuing Banks, Lenders or other Persons specified herein or in the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation pursuant to Section 3.B. If Consultant does not respond to the Fee Attribution Statement within the ten (10) day period (the “Fee Attribution Statement Review Period”), Consultant shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth on the Fee Attribution Statementother Loan Documents.

Fees. For (a) In consideration of the services described in Exhibit Bcontemplated by Paragraph 2, during subject to the Term provisions of this Agreement Company agrees Paragraph 6, the Company, Holdco and PGA and their respective successors hereby jointly and severally agree to pay Consultant to Vestar a sum equal to Twenty Per Cent (20%) per annum management fee (the “Base FeesFee”) equal to the greater of any increase (the “ANI Increase”i) in Company’s quarterly adjusted net income from operations $500,000 and (the “ANI”ii) for the aggregate an amount per annum equal to 1% of Company’s Minnesota and Maryland operations over the Q4 (October 1 through December 31) 2022 ANI Baseline Consolidated EBITDA (as defined in Exhibit C) plus any annual increase in CPI-U the Credit Agreement entered into on the date hereof among Holdco, PG MergerSub, Inc. (all items) for to be merged into PGA), the period between June 1several banks and other financial institutions or entities from time to time parties thereto, 2023▇▇▇▇▇▇ Commercial Paper, Inc., as administrative agent and collateral agent, General Electric Capital Corporation, as syndication agent, and ▇▇▇▇▇▇ Brothers, Inc. and GE Capital Markets, Inc., as joint lead arrangers and joint bookrunners), before deducting the date Fee payable pursuant to this Paragraph 3 (“Adjusted EBITDA”), commencing at the Effective Time. The Fee shall be payable semi-annually in advance (based on clause (i) above in 2008 and thereafter based on the greater of calculation clause (i) above and 1% of the prior year’s Adjusted EBITDA), with an adjustment of the Fee for any fiscal year payable promptly following the determination of Adjusted EBITDA for such operationsfiscal year or on termination of this Agreement. Base Fees All references to per annum or annual herein refer to the fiscal year of the Company. The initial Fee shall be calculated pro rated to reflect the portion of the current fiscal year which elapses prior to the Effective Time and shall be payable at Closing. The semi-annual Fee payments shall be non-refundable (except for each of Company’s fiscal quarters using ANI any downward adjustment as described inabove). (b) The Company, Holdco and calculated in accordance with, Exhibit C. If Company determines, acting reasonably PGA and in good faith, that their respective successors hereby jointly and severally agree to pay Vestar at the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent (50%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase effective time (the “Additional Base FeesEffective Time”). If Company determines) of the merger provided for in the Agreement and Plan of Merger, acting reasonably dated as of January 27, 2008, among the Company, Holdco and in good faithPG MergerSub, that the quarterly ANI Increase for Inc., a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven Delaware corporation and a Half Per Cent (7.5%) wholly owned subsidiary of ANI Increase Holdco (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination of the ANI Increase attributable to Consultant’s services within thirty (30) days of the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation pursuant to Section 3.B. If Consultant does not respond to the Fee Attribution Statement within the ten (10) day period (the “Fee Attribution Statement Review PeriodMerger Agreement”), Consultant shall forfeit any dispute rights a transaction fee equal to $7.0 million plus all Out-of-Pocket Expenses (as defined in Paragraph 4) incurred by Vestar prior to the Effective Time for services rendered by Vestar in connection with the consummation of the merger referred to in the Merger Agreement. (c) The Company, Holdco and Company shall make any PGA and their respective successors hereby jointly and severally agree to pay Vestar, upon consummation of a Sale of the Company, a fee equal to 1% of the gross sale proceeds plus all Out-of-Pocket Expenses (as defined in Paragraph 4) incurred by Vestar as payment for Additional Base Fees and Final Additional Base Fees all investment banking or other advisory services rendered by Vestar in accordance with its calculation set forth on the Fee Attribution Statementconnection therewith.

Fees. For (a) The Borrower shall pay to the services Agents such fees as shall have been separately agreed upon in writing (including pursuant to the Engagement Letter and Agency Fee Letter) in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever (except as expressly agreed between the Borrower and the applicable Agent). (b) The Borrower agrees to pay to ▇▇▇▇▇▇▇ having Revolving Exposure: (i) commitment fees for the period from and including the FifthSeventh Amendment Effective Date to and including the Revolving Commitment Termination Date equal to (A) the Applicable Commitment Fee times (B) the actual daily amount by which (1) the aggregate the Revolving Commitments exceeds (2) the sum of (x) the aggregate principal amount of all outstanding Revolving Loans plus (y) the Letter of Credit Usage; and (ii) letter of credit fees with respect to all Letters of Credit (the “L/C Fee”) equal to (A) the Applicable Rate for Revolving Loans, times (B) the average aggregate daily maximum amount available to be drawn under all Letters of Credit (regardless of whether any conditions for drawing could then be met and determined as of the close of business on any date of determination and whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit). All fees referred to in this Section 2.11(b) shall be paid to the Administrative Agent at the Administrative Agent’s Office and upon receipt, the Administrative Agent shall promptly distribute to each Lender its Pro Rata Share thereof. (c) The Borrower agrees to pay directly to the applicable Issuing Bank, for its own account, the following fees: (i) a fronting fee to be agreed by the Borrower and the applicable Issuing Bank (not to exceed 0.125% per annum) times the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit) determined as of the close of business on any date of determination; and (ii) such documentary and processing charges for any issuance, amendment, transfer or payment of a Letter of Credit as are in accordance with such Issuing Bank’s standard schedule for such charges and as in effect at the time of such issuance, amendment, transfer or payment, as the case may be, which fees, costs and charges shall be payable to such Issuing Bank within three Business Days after its demand therefor and are nonrefundable. Each payment of fees required above under this clause (c) on any Letters of Credit denominated in an Alternative Currency shall be made in Dollars. (d) All fees referred to in Sections 2.11(b) and 2.11(c)(i) shall be payable quarterly in arrears on the last Business Day of each fiscal quarter of each year during the Revolving Commitment Period, commencing with the first full fiscal quarter ending after the FifthSeventh Amendment Effective Date, and on the Revolving Commitment Termination Date; provided that any such fees accruing after the Revolving Commitment Termination Date shall be payable on demand. (e) The Borrower agrees to pay on the Closing Date to each Lender party to this Agreement on the Closing Date, as fee compensation for the funding of such ▇▇▇▇▇▇’s Initial Term Loan, a closing fee (the “Closing Fee”) in an amount equal to 0.25% of the stated principal amount of such ▇▇▇▇▇▇’s Term Loan made on the Closing Date. Such Closing Fee will be in all respects fully earned, due and payable on the Closing Date and non-refundable and non-creditable thereafter and such Closing Fee shall be netted against Initial Term Loans (in the form of original issue discount) made by such Lender. (f) The Borrower agrees to pay to the Administrative Agent for its own account the fees payable in the amounts and at the times separately agreed upon. (g) At the time of the effectiveness of any Repricing Event that is consummated during the period commencing on the Sixth Amendment Effective Date and ending on the day immediately prior to the date that is six months after the Sixth Amendment Effective Date, the Borrower agrees to pay to the Administrative Agent, for the ratable account of each Lender with 2024-2 Refinancing Term Loans that are either repaid, converted or subjected to a pricing reduction in connection with such Repricing Event (including each Lender that withholds its consent to such Repricing Event and is replaced as a Non-Consenting Lender under Section 3.07), a fee in an amount equal to 1.0% of (i) in the case of a Repricing Event described in Exhibit Bclause (a) of the definition thereof, during the aggregate principal amount of all 2024-2 Refinancing Term Loans prepaid (or converted) in connection with such Repricing Event and (ii) in the case of a Repricing Event described in clause (b) of the definition thereof, the aggregate principal amount of all 2024-2 Refinancing Term Loans outstanding on such date that are subject to an effective pricing reduction pursuant to such Repricing Event. Such fees shall be earned, due and payable upon the date of the effectiveness of such Repricing Event. Notwithstanding anything to the contrary herein or in any other Loan Document, each Lender hereby agrees to waive any amounts payable by the Borrower pursuant to Section 3.05 that would have resulted from a refinancing of this Agreement Company or a Repricing Event. (h) At the time of the effectiveness of any Repricing Event that is consummated during the period commencing on the Seventh Amendment Effective Date and ending on the day immediately prior to the date that is six months after the Seventh Amendment Effective Date, the Borrower agrees to pay Consultant to the Administrative Agent, for the ratable account of each Lender with 2026 Incremental Term Loans that are either repaid, converted or subjected to a sum pricing reduction in connection with such Repricing Event (including each Lender that withholds its consent to such Repricing Event and is replaced as a Non-Consenting Lender under Section 3.07), a fee in an amount equal to Twenty Per Cent 1.0% of (20%i) in the case of a Repricing Event described in clause (the “Base Fees”a) of any increase the definition thereof, the aggregate principal amount of all 2026 Incremental Term Loans prepaid (the “ANI Increase”or converted) in Company’s quarterly adjusted net income from operations connection with such Repricing Event and (ii) in the “ANI”case of a Repricing Event described in clause (b) for of the definition thereof, the aggregate principal amount of Company’s Minnesota all 2026 Incremental Term Loans outstanding on such date that are subject to an effective pricing reduction pursuant to such Repricing Event. Such fees shall be earned, due and Maryland operations over the Q4 (October 1 through December 31) 2022 ANI Baseline (as defined in Exhibit C) plus any annual increase in CPI-U (all items) for the period between June 1, 2023, and payable upon the date of calculation for the effectiveness of such operationsRepricing Event. Base Fees shall be calculated for Notwithstanding anything to the contrary herein or in any other Loan Document, each of Company’s fiscal quarters using ANI as described in, and calculated in accordance with, Exhibit C. If Company determines, acting reasonably and in good faith, that Lender hereby agrees to waive any amounts payable by the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent (50%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination of the ANI Increase attributable to Consultant’s services within thirty (30) days of the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation Borrower pursuant to Section 3.B. If Consultant does not respond to the Fee Attribution Statement within the ten (10) day period (the “Fee Attribution Statement Review Period”), Consultant shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth on the Fee Attribution Statement3.05 that would have resulted from a refinancing of this Agreement or a Repricing Event.

Fees. For (a) Borrowers shall pay to GE Capital, individually, the services described Fees specified in Exhibit Bthat certain fee letter dated as of January 17, during 2001 among Borrowers and GE Capital (the Term "GE Capital Fee Letter"), at the times specified for payment therein. (b) As additional compensation for the Revolving Lenders, Borrowers shall pay to Agent, for the ratable benefit of this Agreement Company agrees such Lenders, in arrears, on the first Business Day of each month prior to pay Consultant the Commitment Termination Date and on the Commitment Termination Date, a sum Fee for Borrowers' non-use of available funds in an amount equal to Twenty Per Cent the Applicable Unused Line Fee Margin per annum (20%calculated on the basis of a 360 day year for actual days elapsed) multiplied by the difference between (x) the “Base Fees”Maximum Amount (as it may be reduced from time to time) of any increase and (y) the “ANI Increase”) in Company’s quarterly adjusted net income from operations (the “ANI”) average for the period for which such Fee is due of the daily closing balances of the aggregate Revolving Loan and the Swing Line Loan outstanding during such period. (c) If Borrowers pay after acceleration or prepay the Revolving Loan and reduce or terminate the Revolving Loan Commitment, whether voluntarily or involuntarily and whether before or after acceleration of Company’s Minnesota the Obligations, or if any of the Commitments are otherwise terminated, Borrowers shall pay to Agent, for the benefit of Lenders as liquidated damages and Maryland operations over compensation for the Q4 (October 1 through December 31) 2022 ANI Baseline costs of being prepared to make funds available hereunder an amount equal to the Applicable Percentage (as defined below) multiplied by the sum of the amount of the reduction of the Revolving Loan Commitment. As used herein, the term "Applicable Percentage" shall mean one percent (1%) in Exhibit C) plus any annual increase in CPI-U (all items) for the period between June 1, 2023, and case of a prepayment on or prior to the date second anniversary of calculation for such operationsthe Closing Date. Base Fees shall be calculated for each of Company’s fiscal quarters using ANI as described in, and calculated in accordance with, Exhibit C. If Company determines, acting reasonably and in good faith, The Credit Parties agree that the quarterly ANI Increase for Applicable Percentage is a given fiscal quarter is at least Fifty Per Cent (50%) attributable to Consultant’s services described reasonable calculation of Lenders' lost profits in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination view of the ANI Increase attributable to Consultant’s services within thirty (30) days difficulties and impracticality of the end determining actual damages resulting from an early termination of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation pursuant to Section 3.B. If Consultant does not respond to the Fee Attribution Statement within the ten (10) day period (the “Fee Attribution Statement Review Period”), Consultant shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth on the Fee Attribution Statement.the

Fees. For the services described in Exhibit B, during the Term of this Agreement Company (i) The Borrower agrees to pay Consultant to the Administrative Agent for the account of each Revolving Credit Lender (in each case pro rata according to the respective Revolving Credit Commitments of all such Revolving Credit Lenders) a sum equal to Twenty Per Cent (20%) commitment fee (the “Base FeesCommitment Fee”) in U.S. Dollars that shall accrue daily from and including the Restatement Agreement Effective Date to but excluding the Revolving Credit Termination Date. Each such Commitment Fee shall be payable (x) quarterly in arrears 15 days after the last day of any increase each March, June, September and December (for the three-month period (or portion thereof) ended on such day for which no payment has been received) and (y) on the Revolving Credit Termination Date (for the period ended on such date for which no payment has been received pursuant to clause (x) above), and shall be computed for each day during such period at a rate per annum equal to the Commitment Fee Rate in effect on such day to be calculated based on the actual amount of, with respect to the Commitment Fee, the Available Revolving Credit Commitment (assuming for this purpose that there is no reference to Designated Acquisition Swingline Loans in clause (b)(i) of the definition of “Available Revolving Credit Commitment”) in effect on such day. (b) Without duplication, the Borrower agrees to pay directly each Issuing Lender or for its own account, a fronting fee in U.S. Dollars, (the “ANI IncreaseFronting Fee”) with respect to each Letter of Credit issued by such Issuing Lender on the Borrower’s behalf, computed at the rate for each day for the period from and including the date of issuance of such Letter of Credit to but excluding the termination or expiration date of such Letter of Credit equal to 0.125% per annum (or such other percentage per annum as may be agreed between the applicable Issuing Lender and the Borrower), times the actual daily Stated Amount of such Letter of Credit. The Fronting Fees accrued through and including the last day of March, June, September and December of each year shall be payable on the fifteenth day following such last day, commencing on the first such date to occur after the Restatement Agreement Effective Date, and on the Revolving Credit Termination Date. (c) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender, pro rata according to the Letter of Credit Exposure of such Lender, a fee in Company’s quarterly adjusted net income from operations U.S. Dollars in respect of each Letter of Credit (the “ANILetter of Credit Fee”) for the aggregate of Company’s Minnesota and Maryland operations over the Q4 (October 1 through December 31) 2022 ANI Baseline (as defined in Exhibit C) plus any annual increase in CPI-U (all items) ), for the period between June 1, 2023, from and including the date of calculation issuance of such Letter of Credit to but excluding the termination or expiration date of such Letter of Credit, computed at the per annum rate for each day equal to (x) the Applicable Margin for Term SOFR Loans then in effect for Revolving Credit Loans times (y) the actual daily Stated Amount of such operationsLetter of Credit. Base If there is any change in the Applicable Margin during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. The Letter of Credit Fees accrued through and including the last day of March, June, September and December of each year shall be payable on the fifteenth day following such last day, commencing on the first such date to occur after the Restatement Agreement Effective Date, and on the Revolving Credit Termination Date. The Letter of Credit Fees shall be calculated computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (d) The Borrower agrees to pay directly to each of Company’s fiscal quarters using ANI as described inIssuing Lender for its own account the customary issuance, presentation, amendment and other processing fees, and calculated other standard costs and charges, of such Issuing Lender relating to Letters of Credit as from time to time in accordance witheffect. Such customary fees and standard costs and charges are due and payable within 10 Business Days after demand and are nonrefundable. (e) The Borrower agrees to pay to the Administrative Agent the administrative agency fee in the amounts and on the dates as set forth in the Fee Letter. (f) The Borrower agrees to pay to the Administrative Agent, Exhibit C. If Company determinesfor the account of each Initial Term Loan Lender, acting reasonably and in good faithon the Closing Date, that the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent (50%) attributable an upfront fee equal to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination 0.25% of the ANI Increase attributable to Consultant’s services within thirty (30) days aggregate principal amount of the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation pursuant to Section 3.B. If Consultant does not respond to the Fee Attribution Statement within the ten (10) day period (the “Fee Attribution Statement Review Period”), Consultant shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth Initial Term Loans made on the Fee Attribution StatementRestatement Agreement Effective Date, which shall be payable in full on the Closing Date and may be reflected as original issue discount.

Fees. For (a) From and including the services described Closing Date, each Borrower shall pay to the Administrative Agent for the account of each Bank a commitment fee on such Bank’s Unutilized Revolving Credit Commitment in Exhibit B, during the Term of this Agreement Company agrees to pay Consultant a sum an amount equal to Twenty Per Cent the product of the Applicable Rate for such Borrower in effect for such fee from time to time multiplied by its average daily unused Sublimit (20%) (the “Base Fees”) of disregarding any increase (the “ANI Increase”) in Company’s quarterly adjusted net income from operations (the “ANI”Swingline Loans) for the aggregate applicable quarter, payable quarterly in arrears on the first Business Day of Company’s Minnesota and Maryland operations over each calendar quarter during the Q4 Revolving Credit Period, beginning with the first such day to occur after the Closing Date; provided, however, that no commitment fee shall accrue on the Unutilized Revolving Credit Commitment of a Defaulting Bank during any period that such Bank shall be a Defaulting Bank. (October 1 through December 31b) 2022 ANI Baseline (as defined in Exhibit C) plus any annual increase in CPI-U (all items) Each Borrower shall pay to the Administrative Agent, for the period between June 1account of each Bank, 2023a letter of credit fee for each calendar quarter (or portion thereof) in respect of all Letters of Credit outstanding during such quarter issued for the account of such Borrower, at a per annum rate equal to the Applicable Rate for such Borrower in effect from time to time during such quarter for Revolving Loans that are maintained as LIBOR Loans, on such Bank’s Pro Rata Share of the daily average aggregate Stated Amount of such Letters of Credit, payable in arrears (i) on the first Business Day of each calendar quarter during the Revolving Credit Period, beginning with the first such day to occur after the Closing Date, and (ii) on the later of the last day of the Revolving Credit Period and the date of calculation for such operations. Base Fees shall be calculated for each termination of Company’s fiscal quarters using ANI as described inthe last outstanding Letter of Credit; provided, and calculated in accordance with, Exhibit C. If Company determines, acting reasonably and in good faithhowever, that any Letter of Credit Fees otherwise payable for the quarterly ANI Increase for account of a given fiscal quarter is at least Fifty Per Cent (50%) attributable Defaulting Bank with respect to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up any Letter of Credit as to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable which such Defaulting Bank has not provided Cash Collateral satisfactory to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination of the ANI Increase attributable to Consultant’s services within thirty (30) days of the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation each Issuing Bank pursuant to Section 3.B. If Consultant does not respond 3.01(a) shall be payable, to the Fee Attribution Statement within maximum extent permitted by applicable Law, to the ten (10) day period (the “Fee Attribution Statement Review Period”), Consultant shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees other Banks in accordance with the upward adjustments in their respective Pro Rata Shares of such Letter of Credit pursuant to Section 2.21(a)(iv), with the balance of such fee, if any, payable to the applicable Issuing Bank for its calculation own account. (c) Each Borrower shall pay to each Issuing Bank, for its own account, a facing fee for each calendar quarter (or portion thereof) in respect of all Letters of Credit issued by it for the account of such Borrower outstanding during such quarter on the daily average aggregate Stated Amount of such Letters of Credit issued by such Issuing Bank, at the per annum rate set forth in its Fee Letter, payable in arrears (i) on the first Business Day of each calendar quarter during the Revolving Credit Period, beginning with the first such day to occur after the Closing Date, and (ii) on the later of the last day of the Revolving Credit Period and the date of termination of the last outstanding Letter of Credit. (d) Each Borrower shall pay to each Issuing Bank, for its own account, such commissions, transfer fees and other fees and charges incurred in connection with the issuance and administration of each Letter of Credit issued by it for the account of such Borrower as are customarily charged from time to time by such Issuing Bank for the performance of such services in connection with similar letters of credit, or as may be otherwise agreed to by such Issuing Bank, but without duplication of amounts payable under Section 2.07(c). (e) Each Borrower shall pay to the Arrangers and the Administrative Agent for their own respective accounts fees in the amounts and at the times specified in the applicable Fee Attribution StatementLetter. Each Borrower shall pay to the Banks such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified.

Fees. For (a) The Company shall pay to counsel to the Subscriber its fees of $30,000 for services described rendered in Exhibit Bconnection with the initial Closing of the Offering. The fee shall shall be payable out of funds held pursuant to an Escrow Agreement to be entered into by the Company, during Subscriber and Grushko & ▇▇▇▇▇▇▇, P.C. (the Term "Escrow Agreement"). The fee will be paid to the attorneys upon the release of Purchase Price net proceeds to or on the Company's behalf. (b) The Company will pay to the finders ("Finders") identified on Schedule E hereto a fee in the amount of ten percent (10%) of the Purchase Price ("Finder's Fee"). The Finder's Fee must be paid each Closing Date with respect to the Notes issued on such date. The Finder's Fee will be payable at the election of each Finder in cash or by delivery to such electing Finders of promissory notes ("Finder's Notes"). The Finder's Notes will be identical to the Notes. All the representations, covenants, warranties, undertakings, remedies, liquidated damages, and indemnification, other rights including but not limited to registration rights, and rights in Section 9 hereof, made or granted to or for the benefit of the Subscriber are hereby also made and granted to the Finders in respect of the Finder's Notes. References to Notes in this Agreement (and where appropriate in documents delivered in connection herewith) shall also relate to the Finder's Notes. In the event the Subscriber so elects, the Finders Fee may be payable in whole or in part to the Subscriber. (c) The Company agrees will issue and deliver, at the Closing, to pay Consultant the Finders identified on Schedule E, a sum Warrant, substantially in the form attached hereto as Exhibit D, to purchase a number of shares of the Company's Class A Common Stock equal to Twenty Per Cent ten percent (2010%) (of the “shares into which the Notes issued pursuant hereto are convertible, at the Maximum Base Fees”Price set forth in Section 2.1.2(i) of any increase (the “ANI Increase”) in Company’s quarterly adjusted net income from operations (the “ANI”) for the aggregate Note. The per share "Purchase Price" of Company’s Minnesota and Maryland operations over the Q4 (October 1 through December 31) 2022 ANI Baseline (Common Stock, as defined in Exhibit C) plus any annual increase in CPI-U (all items) the Warrants, shall be $.25 for 50% of the Warrants and $.30 for the period between June 1other 50% of the Warrants. In the event there is no Finder in connection with the Subscriber entitled to receive the Warrants, 2023then such Warrants will be issued to such Subscriber. Each Finder entitled to receive Notes or Warrants shall execute and deliver to the Company a Finders Investment Representation Letter, a form of which is annexed hereto as Exhibit F, prior to release of a Finder's Note to each such Finder. (d) The Company on the one hand, and the date Subscriber on the other hand, agree to indemnify the other against and hold the other harmless from any and all liabilities to any other persons claiming brokerage commissions or finder's fees except for Finders, on account of calculation services purported to have been rendered on behalf of the indemnifying party in connection with this Subscription Agreement or the transactions contemplated hereby and arising out of such party's actions. Except for such operations. Base Fees shall be calculated for each of Company’s fiscal quarters using ANI as described inFinders, and calculated the Company represents that there are no other parties entitled to receive fees, commissions or similar payments in accordance with, Exhibit C. If Company determines, acting reasonably and in good faith, that connection with the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent (50%) attributable to Consultant’s services offering described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination of the ANI Increase attributable to Consultant’s services within thirty (30) days of the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation pursuant to Section 3.B. If Consultant does not respond to the Fee Attribution Statement within the ten (10) day period (the “Fee Attribution Statement Review Period”), Consultant shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth on the Fee Attribution Statementthis Subscription Agreement.

Fees. For the services described in Exhibit B, during the Term of this Agreement Company (a) The Borrower agrees to pay Consultant to the Administrative Agent for the account of each Lender (other than any Defaulting Lender) a sum equal commitment fee, which shall accrue at the applicable Commitment Fee Rate on the daily amount of the unused Commitment of such Lender during the period from and including the date hereof to Twenty Per Cent (20%) (but excluding the “Base Fees”) Commitment Termination Date. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any commitment fees accruing after the date on which the Commitments terminate shall be payable on demand. The unused portion of the Commitments of any increase Lender, for purposes of this calculation, shall equal (i) the “ANI Increase”amount of Commitments of such Lender, minus (ii) in Company’s quarterly adjusted net income from operations (the “ANI”) for outstanding Revolving Loans of such Lender and the aggregate amount of Company’s Minnesota and Maryland operations over the Q4 (October 1 through December 31) 2022 ANI Baseline (as defined in Exhibit C) plus all participations by such Lender or any annual increase in CPI-U (all items) for the period between June 1, 2023, and the date outstanding Letters of calculation for such operations. Base Fees shall be calculated for each Credit or any unreimbursed drawings under any Letter of Company’s fiscal quarters using ANI as described in, and calculated in accordance with, Exhibit C. If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent (50%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”)Credit. For the avoidance of doubt, the outstanding amount of any Swingline Loans shall not be counted towards or considered usage of the Commitments for purposes of calculating Additional Base Fees determining the commitment fee. All commitment fees shall be computed on the basis of a year of 360 days and Final Additional Base Feesshall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) On the Closing Date, Company shall provide Consultant with its determination the Borrower agrees to pay to the Administrative Agent for the account of each Lender an upfront fee equal to 0.50% of the ANI Increase attributable aggregate principal amount of the Commitments, payable to Consultanteach Lender pro rata in accordance with the amount of such Lender’s services within thirty Commitment. (30c) days The Borrower agrees to pay to the Administrative Agent for the account of each Lender (other than any Defaulting Lender) letter of credit fees equal to (A) the Applicable Margin for Revolving Loans that are Eurodollar Loans, multiplied by (B) the average aggregate daily maximum amount available to be drawn under all such Letters of Credit (regardless of whether any conditions for drawing could then be met and determined as of the close of business on any date of determination). Such letter of credit fees shall be payable in arrears on the last day of March, June, September and December of each year, commencing on the first such date to occur after the date hereof, and shared proportionally by the Lenders in accordance with their Applicable Percentages. (d) The Borrower agrees to pay directly to Issuing Bank, for its own account, the following fees: (i) a fronting fee equal to 0.125%, per annum, multiplied by the average aggregate daily maximum amount available to be drawn under all Letters of Credit (determined as of the close of business on any date of determination); and (ii) such documentary and processing charges for any issuance, amendment, transfer or payment of a Letter of Credit as are in accordance with Issuing Bank’s standard schedule for such charges and as in effect at the time of such issuance, amendment, transfer or payment, as the case may be. Such fronting fee shall be paid on a quarterly basis in arrears and is due and payable on the second Business Day after the end of Company’s fiscal quarter each March, June, September and December in respect of the most recently ended quarterly period (or portion thereof, in the “Fee Attribution Statement”case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit expiration date and thereafter on demand. (e) on a form mutually agreeable The Borrower agrees to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation pursuant to Section 3.B. If Consultant does not respond pay to the Fee Attribution Statement within Administrative Agent, for its own account, fees payable in the ten amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (10f) day period (the “Fee Attribution Statement Review Period”), Consultant All fees payable hereunder shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth be paid on the Fee Attribution Statementdates due, in immediately available funds, to the Administrative Agent for distribution, in the case of commitment fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) In consideration of TI providing (or causing to be provided) the Services, TELUS or the TELUS Group Member, as applicable, shall pay to TI the Fees set forth in each SOW (as amended from time to time) together with all applicable Taxes and Regulatory Fees. Each SOW will set forth the methodology used to calculate the Fees and provide an itemized breakdown of the Fees payable for the Services delivered pursuant to that SOW. For any SOW in place as at the services described Effective Date which has Fees priced in Exhibit BCanadian dollars (including as expressly stated in the SOW or pursuant to Section 1.4), during the Term of this Agreement Company agrees to pay Consultant TI will invoice TELUS for such Fees together with any applicable Taxes and Regulatory Fees in United States dollars using a sum equal to Twenty Per Cent (20%) conversion rate of: 1 Canadian dollar = 0.80 United States dollars (the “Base Fees”) of any increase (the “ANI Increase”) in Company’s quarterly adjusted net income from operations (the “ANI”) for the aggregate of Company’s Minnesota and Maryland operations over the Q4 (October 1 through December 31) 2022 ANI Baseline (as defined in Exhibit C) plus any annual increase in CPI-U (all items) for the period between June 1, 2023, and the date of calculation for such operations. Base Fees shall be calculated for each of Company’s fiscal quarters using ANI as described in, and calculated in accordance with, Exhibit C. If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent (50%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base FeesFixed Conversion Rate”). If Company determinesAt the time of renewing such SOW(s), acting reasonably and or at such earlier time as may be agreed by the Parties, the Fees in good faithsuch SOW(s) will be restated in United States dollars using the Fixed Conversion Rate. (b) Except as otherwise specified in a SOW, that Fees for Services covered by the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described Global Rate Card will be based on the rates set forth in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”)Global Rate Card. For new Services not covered by the purposes of calculating Additional Base Global Rate Card, where possible TI will use Fees and Final Additional Base Feesfor then current similar Services as a baseline reference point for pricing such new Services. Notwithstanding anything else in this Agreement, Company shall provide Consultant with its determination of the ANI Increase attributable Fees for Services subcontracted by TI to Consultant’s services within thirty [***] (30) days of the end of Company’s fiscal quarter (the “Fee Attribution Statement[***]”) pursuant to a SOW set out in Schedule 8.2(b)(i) ([***] SOWs) or pursuant to any other SOW executed by TI and TELUS after the Effective Date (“[***] Services”) will be based on a form mutually agreeable to both Parties. Consultant the rates set forth in such SOW, and such [***] Services shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation be excluded from any Benchmarking pursuant to Section 3.B. 8.8 (Third Party Benchmarking). (c) If Consultant does a SOW provides for the reimbursement to TI of out of pocket expenses, TI shall invoice TELUS or the TELUS Group Member, as applicable, and TELUS or the TELUS Group Member shall pay TI, for such out-of-pocket expenses which TI or its authorized subcontractors reasonably and necessarily incurred in order to perform the Services under that SOW, provided that: (i) the types of expenses being claimed are pre-approved by TELUS or the TELUS Group Member, as applicable, or, if specified in a SOW, the actual expenses are pre-approved by TELUS or the TELUS Group Member, as applicable; (ii) such payments shall not respond to exceed the Fee Attribution Statement within limits, if any, set forth in the ten applicable SOW, and (10iii) day period TI submits reasonable supporting documentation. (d) Except for the “Fee Attribution Statement Review Period”), Consultant shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees other charges expressly provided for in accordance with its calculation this Agreement, and except as otherwise set forth on in any SOW: (i) TELUS or the Fee Attribution StatementTELUS Group Member, as applicable, shall not be responsible for any fees, charges or expenses incurred by TI in connection with this Agreement, the SOWs and the Services; and (ii) TI and TELUS or the TELUS Group Member, as applicable, will be responsible for its cost of providing all facilities, personnel, training, supplies and other resources as are necessary to perform its obligations under this Agreement and the SOWs.

Fees. For the services described in Exhibit B, during the Term of this Agreement Company (a) Borrower agrees to pay Consultant to Lenders having Revolving Exposure (for purposes of clarity, excluding the Issuing Bank, in its capacity as such): (i) commitment fees accruing at 0.50% per annum on the average of the daily difference between (a) the Revolving Commitments, and (b) the aggregate principal amount of (x) all outstanding Revolving Loans (for the avoidance of doubt, excluding Swing Line Loans) plus (y) the Letter of Credit Usage; and (ii) letter of credit fees accruing at the Applicable Margin for Revolving Loans that are Eurodollar Rate Loans on the average aggregate daily maximum amount available to be drawn under all such Letters of Credit (regardless of whether any conditions for drawing could then be met and determined as of the close of business on any date of determination). Notwithstanding the foregoing, any commitment fee which accrued with respect to the Revolving Commitment of a sum 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 Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by Borrower prior to such time; and provided, further, that no such commitment fee shall accrue on the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. All fees referred to in this Section 2.11(a) shall be paid to Administrative Agent at its Principal Office and upon receipt, Administrative Agent shall promptly distribute to each Lender its Pro Rata Share thereof. (b) Borrower agrees to pay directly to Issuing Bank, for its own account, the following fees: (i) a fronting fee accruing at 0.125% per annum on the average aggregate daily maximum amount available to be drawn under all Letters of Credit (determined as of the close of business on any date of determination); and (ii) such documentary and processing charges for any issuance, amendment, transfer or payment of a Letter of Credit as are in accordance with Issuing Bank’s standard schedule for such charges and as in effect at the time of such issuance, amendment, transfer or payment, as the case may be. (c) Borrower agrees to pay on the Third Restatement Date to Administrative Agent, for the account of each Lender party to this Agreement as a Lender on Third Restatement Date, as fee compensation for the funding of such Lender’s Tranche B Term Loans, a closing fee in an amount equal to Twenty Per Cent the percentage of the stated principal amount of such Lender’s Tranche B Term Loans set forth in Schedule 2.11(c) payable to such Lender from the proceeds of its Tranche B Term Loan as and when funded on the Third Restatement Date. Such closing fee will be in all respects fully earned, due and payable on the Third Restatement Date and non-refundable and non-creditable thereafter. (20%d) All fees referred to in Section 2.11(a) and 2.11(b)(i) shall be calculated on the basis of a 360-day year and the actual number of days elapsed and shall be payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year during the Revolving Commitment Period, commencing on March 31, 2012, and on the Revolving Commitment Termination Date. (e) In addition to any of the “Base Fees”foregoing fees, Borrower agrees to pay to Agents such other fees in the amounts and at the times separately agreed upon. (f) of any increase (Borrower agrees to pay on the “ANI Increase”) in Company’s quarterly adjusted net income from operations (the “ANI”) Series A Tranche B Term Loan Funding Date to Administrative Agent, for the account of each New Term Loan Lender party to the Series A Tranche B Term Loan Joinder Agreement, as fee compensation for the funding of such New Term Loan Lender’s Series A Tranche B Term Loans, a closing fee in an amount equal to 2.50% of the aggregate principal amount of Companysuch New Term Loan Lender’s Minnesota and Maryland operations over Series A Tranche B Term Loans funded as of the Q4 Series A Tranche B Term Loan Funding Date. (October 1 through December 31g) 2022 ANI Baseline Borrower agrees to pay on the Series B Tranche B Term Loan Funding Date to Administrative Agent, for the account of each New Term Loan Lender party to the Series B Tranche B Term Loan Joinder Agreement, as fee compensation for the funding of such New Term Loan Lender’s Series B Tranche B Term Loans, a closing fee in an amount equal to 2.00% of the aggregate principal amount of such New Term Loan Lender’s Series B Tranche B Term Loans funded as of the Series B Tranche B Term Loan Funding Date. (h) Borrower agrees to pay on New Revolving Loan Commitment Effective Date to Administrative Agent, for the account of each New Revolving Loan Lender party to the Revolving Loan Commitment Increase Joinder Agreement, as fee compensation for the commitments of such New Revolving Loan Lender’s New Revolving Loan Commitments (as defined in Exhibit Cthe Revolving Loan Commitment Increase Joinder Agreement), a closing fee in an amount equal to 1.00% of the aggregate principal amount of such New Revolving Loan Lender’s New Revolving Loan Commitments as of the New Revolving Loan Commitment Effective Date. (i) plus any annual increase Borrower agrees to pay on the Series C Tranche B Term Loan Funding Date to Administrative Agent, for the account of each New Term Loan Lender party to the Series C Tranche B Term Loan Joinder Agreement, (1) as fee compensation for the funding of such New Term Loan Lender’s Series C Tranche B Term Loans, a closing fee in CPI-U an amount equal to 0.50% of the aggregate principal amount of such New Term Loan Lender’s Series C Tranche B Term Loans funded as of the Series C Tranche B Term Loan Funding Date, and (all items2) a nonrefundable ticking fee on the amount of such New Term Loan Lender’s respective New Term Loan Commitment (as in effect on such date), for the period between June 1from October 4, 20232012 to but excluding the Series C Tranche B Term Loan Funding Date, at a rate per annum, calculated on the basis of a year of 360 days and the actual number of days expired during the applicable period, equal to 3.25%. (j) Borrower agrees to pay on the Amendment No. 3 Effective Date to the Administrative Agent, for the account of (i) each New Term Loan Lender (as defined in Amendment No. 3) party to Amendment No. 3, as fee compensation for the funding of such New Term Loan Lender’s Series A-1 Tranche A Term Loans, a closing fee in an amount equal to 0.10% of the aggregate principal amount of such New Lender’s Series A-1 Tranche A Term Loans funded on the Amendment No. 3 Effective Date, and (ii) each New Revolving Loan Lender (as defined in Amendment No. 3) party to Amendment No. 3, as fee compensation for the date establishment of calculation for the New Revolving Loan Commitments (as defined in Amendment No. 3) of such operationsNew Revolving Loan Lender, a closing fee in an amount equal to 0.10% of the aggregate principal amount of the New Revolving Commitments of such New Revolving Loan Lender established as of the Amendment No. Base Fees 3 Effective Date; provided that, notwithstanding the foregoing, (x) the closing fee payable to any New Term Loan Lender in respect of Exchanged Series A-1 Tranche A Term Loans (as defined in Amendment No. 3) shall be calculated for each 0.10% of Company’s fiscal quarters using ANI as described inthe aggregate principal amount of such Exchanged Series A-1 Tranche A Term Loans, and calculated (y) with respect to any New Revolving Loan Lender that had outstanding Revolving Commitments immediately prior to the Amendment No. 3 Effective Date, the closing fee payable to such New Revolving Loan Lender in accordance with, Exhibit C. If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent (50%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination respect of the ANI Increase attributable aggregate principal amount of its New Revolving Loan Commitments that are equal to Consultant’s services within thirty (30) days or less than the aggregate principal amount of its Revolving Commitments that were outstanding immediately prior to the Amendment No. 3 Effective Date shall be 0.10% of the end aggregate principal amount of Company’s fiscal quarter (its New Revolving Loan Commitments established as of the “Fee Attribution Statement”) on a form mutually agreeable to both PartiesAmendment No. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation pursuant to Section 3.B. If Consultant does not respond to the Fee Attribution Statement within the ten (10) day period (the “Fee Attribution Statement Review Period”), Consultant shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth on the Fee Attribution Statement.3

Fees. For the services described in Exhibit B, during the Term of this Agreement Company (a) The Borrower hereby agrees to pay Consultant to each Agent, for the account of the related Lenders, monthly in arrears, the Unused Commitment Fee from the Collection Account in accordance with Section 2.07. Payments of the Unused Commitment Fee shall be allocated and paid to Committed Lenders pro rata based upon their respective Commitment as a sum equal proportion of the Aggregate Commitment Invested Percentages for the applicable Interest Period. (b) The Borrower hereby agrees to Twenty Per Cent pay to the Agents, on or prior to the Closing Date, all reasonable out-of-pocket expenses of the Agents in immediately available funds. (20%c) In accordance with Section 2.07, (i) the Servicer shall be entitled to receive the Servicing Fee, (ii) the Backup Servicer and the Account Bank shall be entitled to receive the Backup Servicing Fee and the Account Bank Fee, respectively, in each case monthly in arrears and (iii) the Third Party Allocation Agent (so long as such Third Party Allocation Agent is Computershare) shall be entitled to receive amounts due and owing to it by the Borrower pursuant to the terms of the Intercreditor Agreement. (d) The Borrower shall pay to the Administrative Agent on the Closing Date, its fees and disbursements in immediately available funds and shall pay all additional reasonable fees and disbursements of such counsel within ten Business Days after receiving an invoice for such amounts. (e) Notwithstanding anything herein to the contrary and so long as no Facility Amortization Event or Event of Default has occurred and is continuing, to the extent Collections are projected to be sufficient to pay all amounts payable under Section 2.07(i) to (vi) on the following Payment Date, the Servicer may retain from such Collections an amount up to the Servicing Fee payable on such Payment Date (the “Base FeesServicing Fee Advance”) of on any increase (Business Day. In connection with retaining any amounts attributable to the “ANI Increase”) Servicing Fee Advance from the Collections in Company’s quarterly adjusted net income from operations (accordance with this clause 2.11(e), the “ANI”) for the aggregate of Company’s Minnesota and Maryland operations over the Q4 (October 1 through December 31) 2022 ANI Baseline (as defined in Exhibit C) plus any annual increase in CPI-U (all items) for the period between June 1, 2023, and the date of calculation for such operations. Base Fees Servicer shall be calculated for each of Company’s fiscal quarters using ANI as described in, and calculated in accordance with, Exhibit C. If Company determines, acting deemed to represent that 61 the remaining Collections are reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent sufficient to pay all amounts payable under Section 2.08(i) to (50%iv) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”)on such following Payment Date. For the purposes avoidance of calculating Additional Base Fees doubt, the Servicing Fee Advance is a part of and Final Additional Base Fees, Company shall provide Consultant with its determination of the ANI Increase attributable to Consultant’s services within thirty (30) days of the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation pursuant to Section 3.B. If Consultant does not respond in addition to the Fee Attribution Statement within the ten (10) day period (the “Fee Attribution Statement Review Period”), Consultant shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth on the Fee Attribution StatementServicing Fee.

Fees. For (a) The Borrowers shall pay to the services described Administrative Agent for its own account fees in Exhibit Bthe amounts and at the times previously agreed upon in writing by the Borrowers and the Administrative Agent. (b) The Borrowers agree to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at the Applicable Percentage per annum (determined daily in accordance with Schedule I) on the daily amount of the unused Revolving Commitment of such Lender during the Availability Period. (c) The Borrowers shall pay to the Administrative Agent, for the ratable benefit of each Lender, the upfront fee previously agreed upon by the Borrowers and the Administrative Agent, which shall be due and payable on the Closing Date. (d) Accrued fees under paragraph (b) above shall be payable quarterly in arrears on the last day of each March, June, September and December, commencing on June 30, 2010 and on the Maturity Date (and if later, the date the Loans shall be repaid in their entirety); provided further, that any such fees accruing after the Maturity Date shall be payable on demand. (e) Anything herein to the contrary notwithstanding, during the Term such period as a Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any fees accruing during such period pursuant to clause (b) of this Agreement Company agrees Section (without prejudice to pay Consultant a sum equal the rights of the Lenders other than Defaulting Lenders in respect of such fees), or any amendment fees hereafter offered to Twenty Per Cent (20%) (the “Base Fees”) of any increase (the “ANI Increase”) in Company’s quarterly adjusted net income from operations (the “ANI”) for the aggregate of Company’s Minnesota and Maryland operations over the Q4 (October 1 through December 31) 2022 ANI Baseline (as defined in Exhibit C) plus any annual increase in CPI-U (all items) for the period between June 1, 2023Lender, and the date pro rata payment provisions of calculation for such operations. Base Fees shall Section 2.19 will automatically be calculated for each deemed adjusted to reflect the provisions of Company’s fiscal quarters using ANI as described in, and calculated in accordance with, Exhibit C. If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent (50%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination of the ANI Increase attributable to Consultant’s services within thirty (30) days of the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation pursuant to Section 3.B. If Consultant does not respond to the Fee Attribution Statement within the ten (10) day period (the “Fee Attribution Statement Review Period”), Consultant shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth on the Fee Attribution Statementthis Section.

Fees. For the services described in Exhibit B, during the Term of this Agreement Company (a) The Borrower agrees to pay Consultant to each Lender, through the Agent, on the last Business Day of March, June, September and December of each year and on each date on which any Commitment of such Lender shall expire or be terminated as provided herein, a sum commitment fee (a “Commitment Fee”) equal to Twenty Per Cent (20%i) to the extent the pricing set forth in Level I as set forth in the definition of “Applicable Margin” is then in effect, 0.75% per annum, (ii) to the extent the pricing set forth in Level II as set forth in the definition of “Base Fees”Applicable Margin” is then in effect, 0.625% per annum and (iii) to the extent the pricing set forth in Level III as set forth in the definition of any increase “Applicable Margin” is then in effect, 0.50% per annum, in each case on the daily unused amount of the Commitment of such Lender during the preceding calendar quarter (the “ANI Increase”) in Company’s quarterly adjusted net income from operations (the “ANI”) for the aggregate of Company’s Minnesota and Maryland operations over the Q4 (October 1 through December 31) 2022 ANI Baseline (as defined in Exhibit C) plus any annual increase in CPI-U (all items) for the or other period between June 1, 2023, and commencing with the date hereof or ending with the Termination Date applicable to such Lender’s Commitment or the date on which the Commitment of calculation such Lender shall expire or be terminated); provided that no Commitment Fee shall be payable by the Borrower to a Lender which is a Defaulting Lender for such operationsperiod as such Lender remains a Defaulting Lender. Base All Commitment Fees shall be calculated for each computed on the basis of Company’s fiscal quarters using ANI as described in, and calculated the actual number of days elapsed in accordance with, Exhibit C. If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent year of 360 days. (50%b) attributable to Consultant’s services described in Exhibit B, Company The Borrower shall pay Consultant an additional sum up to Seven and each Issuer of a Half Per Cent (7.5%) Facility Letter of ANI Increase (Credit the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that Fronting Fee to be paid by the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable Borrower to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination of the ANI Increase attributable to Consultant’s services within thirty (30) days of the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation such Issuer pursuant to Section 3.B. If Consultant does not respond 2.19.6(b). The Borrower agrees to pay to the Agent for the account of each Lender the Facility Letter of Credit Fees pursuant to Section 2.19.6(a). (c) The Borrower shall pay to the Agent such additional fees as are specified in the Agent’s Fee Attribution Statement within the ten (10) day period (the “Fee Attribution Statement Review Period”), Consultant shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth on the Fee Attribution StatementLetter.

Fees. For (a) During the services described in Exhibit B, during the Term term of this Agreement (including any renewal terms as provided in Paragraph 13 hereof) FUSA shall pay to Company agrees certain Marketing Fees, Company Direct Marketing Fees and Sales Royalties (collectively, the "Fees") as set forth on Exhibit A attached hereto. (b) Notwithstanding any of the above, FUSA shall not be obligated to pay Consultant to Company any duplicate Marketing Fees or Company Direct Marketing Fees described in items 1 and 2 on Exhibit A in the event that the Account on which such fees are calculated represents a sum equal "substitute" Account. A "substitute" Account is hereby defined as an Account which is established by one or more cardmembers on such Account, to Twenty Per Cent replace the existing Account (20%thereby canceling the existing Account), for any reason whatsoever. (c) FUSA shall provide Company with a reconciliation report within forty-five (45) days following the “Base end of each calendar quarter setting forth the amount of Fees earned by Company during such calendar quarter. For Marketing Fees and Direct Marketing Fees”) , said report shall identify those Accounts opened on-line, those Accounts opened pursuant to a 1-800 telephone number obtained from the Company's Website, such other sites as are mutually agreed upon by the Parties, pursuant to an on-line marketing program of any increase (the “ANI Increase”) in Company’s quarterly adjusted net income from operations (the “ANI”) for the aggregate Company or a Click Thru, and those Accounts opened off-line as a result of Company’s Minnesota 's efforts pursuant to Section 3(c) herein. For Sales Royalties, said report shall set forth the Net Retail Sales on all Company Branded Credit Card Accounts during the previous quarter. Any Fees owed to Company and Maryland operations over payable pursuant to the Q4 terms of this Paragraph 6 shall be paid to Company within forty-five (October 1 through December 3145) 2022 ANI Baseline days following the end of such calendar quarter. (as defined in Exhibit Cd) plus FUSA's obligation to pay any annual increase in CPI-U (all items) of the aforementioned Fees to the Company shall cease immediately upon the termination or expiration of this Agreement for the period between June 1any reason whatsoever, 2023, and the date of calculation for provided that such operations. Base Fees shall be calculated for each of Company’s fiscal quarters using ANI as described in, reconciled and calculated in accordance with, Exhibit C. If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent (50%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination of the ANI Increase attributable to Consultant’s services within thirty (30) days of the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation pursuant to Section 3.B. If Consultant does not respond paid to the Fee Attribution Statement within the ten (10) day period (the “Fee Attribution Statement Review Period”), Consultant shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth on the Fee Attribution Statementeffective date of termination or expiration.

Fees. For the services described in Exhibit B, during the Term of this Agreement Company (a) The Borrower agrees to pay Consultant a sum to Lenders having Revolving Exposure: (i) commitment fees equal to Twenty Per Cent (20%1) the average of the daily difference between (a) the “Base Fees”Revolving Commitments and (b) of any increase (the “ANI Increase”) in Company’s quarterly adjusted net income from operations (the “ANI”) for the aggregate principal amount of Company’s Minnesota and Maryland operations over (x) all outstanding Revolving Loans plus (y) the Q4 Letter of Credit Usage, times (October 1 through December 312) 2022 ANI Baseline the Revolving Commitment Fee Percentage; provided, that (as defined in Exhibit Ci) plus any annual increase in CPI-U (all items) for commitment fee accrued with respect to any of the Revolving Commitments of a Defaulting Lender during the period between June prior to the time such Lender became a Defaulting Lender and unpaid at such time shall be payable by the Borrower so long as such commitment fee shall otherwise have been due and payable by the Borrower prior to such time of such Lender becoming a Defaulting Lender and (ii) no commitment fee shall accrue on any of the Revolving Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender; and (ii) letter of credit fees equal to (1) the Applicable Margin for Revolving Loans that are Eurodollar Rate Loans, 2023, times (2) the average aggregate daily maximum amount available to be drawn under all such Letters of Credit (regardless of whether any conditions for drawing could then be met and determined as of the close of business on any date of calculation determination). All fees referred to in this Section 2.11(a) shall be paid to the Administrative Agent at its Principal Office and upon receipt, the Administrative Agent shall promptly distribute to each Lender that has Revolving Exposure its Pro Rata Share thereof. (b) The Borrower agrees to pay directly to the Issuing Bank, for its own account, the following fees: (i) a fronting fee equal to 0.250%, per annum, times the average aggregate daily maximum amount available to be drawn under all Letters of Credit issued by such Issuing Bank (determined as of the close of business on any date of determination); and (ii) such documentary and processing charges for any issuance, amendment, transfer or payment of a Letter of Credit issued by such Issuing Bank as are in accordance with the Issuing Bank’s standard schedule for such operations. Base Fees charges and as in effect at the time of such issuance, amendment, transfer or payment, as the case may be. (c) All fees referred to in SectionSections 2.11(a) and 2.11(b)(i) shall be calculated on the basis of a 360-day year and the actual number of days elapsed and shall be payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year during the Revolving Commitment Period, commencing on the first such date to occur after the ClosingRestatement Effective Date, and on the Revolving Commitment Termination Date. (d) The Borrower agrees to pay on the ClosingRestatement Effective Date to each Lender party to this Agreement as a Lender on the ClosingRestatement Effective Date, as fee compensation for each the funding of Companysuch Lender’s fiscal quarters using ANI LoanLoans and unfunded Revolving Commitments, a closing fee in an amount equal to 1.00% of the stated principal amount of such Lender’s Tranche BRestatement Effective Date Term Loan and 1.000.25% of the stated principal amount of such Lender’s funded and unfunded Revolving Commitments (which shall include the face amount of any issued and undrawn Letters of Credit), payable to such Lender from the proceeds of its Loan as and when funded on the ClosingRestatement Effective Date. SuchThe closing feefees described in this clause (d) shall be in all respects fully earned, due and payable on the ClosingRestatement Effective Date and non- refundablenon-refundable and non-creditable thereafter. (e) In addition to any of the foregoing fees, the Borrower agrees to pay to Agents (x) the fees set forth in, and calculated in accordance with, Exhibit C. If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent (50%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination of the ANI Increase attributable to Consultant’s services within thirty (30) days of the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation pursuant to Section 3.B. If Consultant does not respond to the Fee Attribution Statement within the ten (10) day period (the “Fee Attribution Statement Review Period”), Consultant shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth on the terms of, the Fee Attribution StatementLetter and (y) such other fees in the amounts and at the times separately agreed upon.

Fees. For (a) The Borrowers agree to pay to the services described Administrative Agent, for its own account, the agency and administration fees set forth in Exhibit the Fee Letter, payable in the amounts and at the times specified therein or as so otherwise agreed upon by the Borrowers and the Administrative Agent, or such agency fees as may otherwise be separately agreed upon by the Borrowers and the Administrative Agent in writing. (b) The Borrowers agree to pay to the Revolving Lenders (other than Defaulting Lenders) in arrears: (i) commitment fees in Dollars equal to (A) the average of the daily difference between (1) the Revolving Commitments (other than Revolving Commitments of a Defaulting Lender for so long as such Lender is a Defaulting Lender) and (2) the aggregate principal amount of (x) all outstanding Revolving Loans (for the avoidance of doubt, excluding Swing Line Loans) plus (y) the aggregate Letter of Credit Usage of all Issuing Banks, times (B) the applicable Revolving Facility Commitment Fee; and (ii) letter of credit fees in Dollars equal to (A) the Applicable Rate for Revolving Loans that are LIBO Rate Loans, times (B) the average aggregate daily maximum amount available to be drawn under all such Letters of Credit (regardless of whether any conditions for drawing could then be met and determined as of the close of business on any date of determination). All fees referred to in this Section 2.13(b) shall be paid to the Administrative Agent at its principal office and upon receipt, the Administrative Agent shall promptly distribute to each Class of Revolving Lenders the fees due in respect of the Commitments of such Class by distributing to each Lender its Applicable Percentage of the distribution due to such Lender’s Class. (c) The Borrowers agree to pay directly to each Issuing Bank, for its own account, the following fees in Dollars: (i) a fronting fee equal to 0.125% per annum or such lesser amount as such Issuing Bank shall agree, times the average aggregate daily maximum amount available to be drawn under all Letters of Credit (determined as of the close of business on any date of determination); and (ii) such documentary and processing charges for any issuance, amendment, renewal, transfer or payment of a Letter of Credit as are in accordance with the relevant Issuing Bank’s standard schedule for such charges and as in effect at the time of such issuance, amendment, renewal, transfer or payment, as the case may be. (d) All fees referred to in Section 2.13(b) and Section 2.13(c)(i) shall be calculated on the basis of a 360-day year and the actual number of days elapsed and shall be payable quarterly in arrears on the last Business Day of each March, June, September and December during the Revolving Commitment Period, commencing on the first such date to occur after the Closing Date, and on the Revolving Commitment Termination Date. Letter of Credit fees payable pursuant to Section 2.14(c) shall be paid on the last Business Day of each March, June, September and December. All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent. Fees paid shall not be refundable under any circumstances except as otherwise provided in the Fee Letter. (e) In the event that, on or prior to the date that is 6 months after the Closing Date, any Borrower or any of their respective subsidiaries (x) prepays, refinances, substitutes or replaces any Initial Term Loans in connection with a Repricing Transaction (including, for the avoidance of doubt, any prepayment made pursuant to Section 2.12(b)(iv) that constitutes a Repricing Transaction), or (y) effects any amendment, amendment and restatement or other modification of the Loan Documents, modification or waiver of, or consent under, this Agreement Company agrees resulting in a Repricing Transaction, the Borrowers shall pay to pay Consultant the Administrative Agent, for the ratable account of each of the applicable Lenders, (I) in the case of clause (x), a sum premium of 1.00% of the aggregate principal amount of the Initial Term Loans so prepaid, repaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to Twenty Per Cent (20%) (the “Base Fees”) 1.00% of any increase (the “ANI Increase”) in Company’s quarterly adjusted net income from operations (the “ANI”) for the aggregate principal amount of Company’s Minnesota the Initial Term Loans that are the subject of such Repricing Transaction outstanding immediately prior to such amendment, modification, waiver or consent. All such amounts shall be due and Maryland operations over the Q4 (October 1 through December 31) 2022 ANI Baseline (as defined in Exhibit C) plus any annual increase in CPI-U (all items) for the period between June 1, 2023, and payable on the date of calculation for effectiveness of such operations. Base Fees shall be calculated for each of Company’s fiscal quarters using ANI as described in, and calculated in accordance with, Exhibit C. If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent (50%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination of the ANI Increase attributable to Consultant’s services within thirty (30) days of the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation pursuant to Section 3.B. If Consultant does not respond to the Fee Attribution Statement within the ten (10) day period (the “Fee Attribution Statement Review Period”), Consultant shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth on the Fee Attribution StatementRepricing Transaction.

Fees. For (a) The Borrower shall pay to the services described Administrative Agent for its own account fees in Exhibit B, during the Term of this Agreement Company amounts and at the times previously agreed upon by the Borrower and the Administrative Agent. (b) The Borrower agrees to pay Consultant a sum equal to Twenty Per Cent (20%) (the “Base Fees”) of any increase (the “ANI Increase”) in Company’s quarterly adjusted net income from operations (the “ANI”) Administrative Agent for the aggregate account of Company’s Minnesota each Lender a commitment fee, which shall accrue at the Applicable Percentage per annum on the daily amount of the unused Commitment of such Lender during the Availability Period. For purposes of computing commitment fees with respect to the Commitments, the Commitment of each Lender shall be deemed used to the extent of the outstanding Loans, but not Swingline Exposure, of such Lender. (c) On the Closing Date, the Borrower shall pay to the Administrative Agent for its own account fees in the amounts and Maryland operations over at the Q4 (October 1 through December 31) 2022 ANI Baseline (as defined times previously agreed upon in Exhibit C) plus any annual increase in CPI-U (all items) for writing by the period between June 1, 2023, Borrower and the date of calculation for such operations. Base Fees Administrative Agent. (d) Accrued fees (other than the fees referenced in paragraphs (c) and (d)) shall be calculated for payable quarterly in arrears on the last day of each of Company’s fiscal quarters using ANI as described inMarch, June, September and calculated December, commencing on September 30, 2007 and on the Revolving Commitment Termination Date (and if later, the date the Loans shall be repaid in accordance with, Exhibit C. If Company determines, acting reasonably and in good faiththeir entirety); provided further, that any such fees accruing after the quarterly ANI Increase for Revolving Commitment Termination Date shall be payable on demand. (e) Notwithstanding anything herein to the contrary, during such period as a given fiscal quarter Lender is at least Fifty Per Cent (50%) attributable a Defaulting Lender, such Defaulting Lender will not be entitled to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up commitment fees accruing with respect to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination of the ANI Increase attributable to Consultant’s services within thirty (30) days of the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation Revolving Commitment during such period pursuant to Section 3.B. If Consultant does not respond 2.12(b) (without prejudice to the Fee Attribution Statement within rights of the ten (10) day period (the “Fee Attribution Statement Review Period”Lenders other than Defaulting Lenders in respect of such fees), Consultant shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth on the Fee Attribution Statement.

Fees. For (a) The Borrowers shall pay to the services described Administrative Agent for its own account fees in Exhibit Bthe amounts and at the times previously agreed upon in writing by the Borrowers and the Administrative Agent. (b) The Borrowers agree to pay to the Administrative Agent for the account of each Lender (other than Defaulting Lenders) a commitment fee, which shall accrue at the Applicable Percentage per annum on the daily amount of the unused Revolving Commitment of such Lender during the Availability Period; provided that the amount of outstanding Swingline Loans shall not be considered usage of the Revolving Commitments for the purpose of calculating such commitment fee. (c) The Borrowers shall pay to the Administrative Agent, for the ratable benefit of each Lender, the upfront fee previously agreed upon by the Borrowers and the Administrative Agent with respect to each such Lender, which shall be due and payable on the Closing Date. (d) Accrued fees under clause (b) above shall be payable quarterly in arrears on the last day of each March, June, September and December, commencing on September 30, 2012 and on the Revolving Credit Maturity Date (and if later, the date the Loans shall be repaid in their entirety); provided further, that any such fees accruing after the Revolving Credit Maturity Date shall be payable on demand. (e) Anything herein to the contrary notwithstanding, during the Term such period as a Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any fees accruing during such period pursuant to clause (b) of this Agreement Company agrees Section (without prejudice to pay Consultant a sum equal the rights of the Lenders other than Defaulting Lenders in respect of such fees), or any amendment fees hereafter offered to Twenty Per Cent (20%) (the “Base Fees”) of any increase (the “ANI Increase”) in Company’s quarterly adjusted net income from operations (the “ANI”) for the aggregate of Company’s Minnesota and Maryland operations over the Q4 (October 1 through December 31) 2022 ANI Baseline (as defined in Exhibit C) plus any annual increase in CPI-U (all items) for the period between June 1, 2023Lender, and the date pro rata payment provisions of calculation for such operations. Base Fees shall Section 2.20 will automatically be calculated for each deemed adjusted to reflect the provisions of Company’s fiscal quarters using ANI as described in, and calculated in accordance with, Exhibit C. If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent (50%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination of the ANI Increase attributable to Consultant’s services within thirty (30) days of the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation pursuant to Section 3.B. If Consultant does not respond to the Fee Attribution Statement within the ten (10) day period (the “Fee Attribution Statement Review Period”), Consultant shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth on the Fee Attribution Statementthis Section.

Fees. For (i) Anything herein to the services described in Exhibit Bcontrary notwithstanding, during the Term of this Agreement Company agrees such period as a Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to pay Consultant a sum equal to Twenty Per Cent (20%) (the “Base Fees”) of any increase (the “ANI Increase”) in Company’s quarterly adjusted net income from operations (the “ANI”) for the aggregate of Company’s Minnesota and Maryland operations over the Q4 (October 1 through December 31) 2022 ANI Baseline (as defined in Exhibit C) plus any annual increase in CPI-U (all items) for the Commitment Fee accruing during such period between June 1, 2023, and the date of calculation for such operations. Base Fees shall be calculated for each of Company’s fiscal quarters using ANI as described in, and calculated in accordance with, Exhibit C. If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent (50%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination of the ANI Increase attributable to Consultant’s services within thirty (30) days of the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation pursuant to Section 3.B. If Consultant does not respond 3.2(b) and the Borrowers shall no longer be required to pay the portion of the Commitment Fee accruing during such period that would have been payable to such Defaulting Lender. (ii) Anything herein to the Fee Attribution Statement within the ten (10) day contrary notwithstanding, during such period as a Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any Letter of Credit fees accruing during such period (without prejudice to the “Fee Attribution Statement Review Period”rights of the Non-Defaulting Lenders in respect of such fees to the extent provided herein); provided that (x) to the extent that all or a portion of the Letter of Credit Exposure of a Defaulting Lender is reallocated to the Non-Defaulting Lenders pursuant to Section 2.12(a)(i), Consultant shall forfeit any dispute rights such fees that would have accrued for the benefit of such Defaulting Lender will instead accrue for the benefit of and Company shall make any payment for Additional Base Fees and Final Additional Base Fees be payable to such Non-Defaulting Lenders, pro rata in accordance with its calculation set forth their respective Revolving Commitments, and (y) to the extent any portion of such Letter of Credit Exposure cannot be so reallocated, such Letter of Credit fees will instead accrue for the benefit of and be payable to the Issuing Lenders based on their pro rata share of the Fee Attribution Statementundrawn face amount of Letters of Credit outstanding; provided that if at any time and so long as the Borrowers shall have cash collateralized Letter of Credit Exposure of a Defaulting Lender as required pursuant to Section 2.12(a)(ii), then the Borrower shall no longer be required to pay Letter of Credit fees in respect of such cash collateralized amounts in respect of the Letter of Credit Exposure of such Defaulting Lender.

Fees. For the services described in Exhibit B, during the Term of this Agreement Company agrees (a) Borrower shall pay to pay Consultant a sum equal to Twenty Per Cent (20%) (the “Base Fees”) of any increase (the “ANI Increase”) in Company’s quarterly adjusted net income from operations (the “ANI”) Administrative Agent for the aggregate account of Companyeach Revolving Lender (other than a Defaulting Lender), with respect to such Revolving Lender’s Minnesota Revolving Commitments of each Tranche and, for the account of each Term Facility Lender (other than a Defaulting Lender), with respect to such Term Facility Lender’s Term Facility Commitments of each Tranche, and Maryland operations over for the Q4 account of each Term Facility II Lender (October 1 through December 31) 2022 ANI Baseline (as defined in Exhibit C) plus any annual increase in CPI-U (all items) other than a Defaulting Lender), with respect to such Term Facility II Lender’s Term Facility II Commitments, a commitment fee for the period between June 1from and including the Closing Date (or, 2023(x) following the conversion of any such Revolving Commitment into another Tranche, the applicable Extension Date and (y) with respect to the Term Facility II Commitments, from and including the Fourth Amendment Effective Date) to but not including (x) for Revolving Commitments the earlier of (i) the date such Revolving Commitment is terminated or expires (or is modified to constitute another Tranche) and (ii) the R/C Maturity Date applicable to such Revolving Commitment, and (y) for Term Facility Commitments the date of calculation for such operations. Base Fees shall be calculated for each of Company’s fiscal quarters using ANI as described inTerm Facility Commitment is terminated or expires, and calculated (z) for Term Facility II Commitments the date such Term Facility II Commitment is terminated or expires, in accordance witheach case, Exhibit C. If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for computed at a given fiscal quarter is at least Fifty Per Cent (50%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination of the ANI Increase attributable to Consultant’s services within thirty (30) days of the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation pursuant to Section 3.B. If Consultant does not respond rate per annum equal to the Applicable Fee Attribution Statement within the ten (10) day Percentage in respect of such Tranche in effect from time to time during such period (the “Fee Attribution Statement Review Period”), Consultant shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth on the Fee Attribution Statement.actual daily amount of such Revolving Lender’s Unutilized R/C Commitment in respect of such Tranche or, such Term Facility Lender’s unutilized Term Facility Commitment in respect of such Tranche or such Term Facility II

Fees. For (a) The Borrowers, jointly and severally, agree to pay to each Lender, through the services described Administrative Agent, no later than 30 Business Days after the last day of March, June, September and December in Exhibit Beach year and on each date on which any Revolving Commitment of such Lender shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to 0.50% per annum on the average daily unused amount of the Revolving Commitments of such Lender during the Term preceding quarter (or shorter or longer period commencing with the Closing Date and ending with the applicable Maturity Date with respect to the Commitments of this Agreement Company agrees such Lender or the date on which the applicable Commitments of such Lender shall expire or be terminated); provided that, if the Consolidated Total Net Leverage Ratio as of the end of any quarter shall be equal to or less than 3:00 to 1:00, the Commitment Fee payable in respect of such quarter shall be equal to 0.375% per annum. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. The Commitment Fee due to each Lender shall commence to accrue on the Closing Date and shall cease to accrue on the date on which the Commitment of such Lender shall expire or be terminated as provided herein. (b) Unless previously paid, the Borrowers, jointly and severally, agree to pay Consultant a sum equal to Twenty Per Cent (20%) the Administrative Agent, for its own account, the fees in the amounts and at the times from time to time agreed to in writing by the Borrowers and the Administrative Agent, including pursuant to that certain fee letter, dated as of May 4, 2011, between the Parent Borrower and Citigroup Global Markets Inc., as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof (the “Base Administrative Agent Fees”). (c) The Borrowers, jointly and severally, agree to pay (i) to each Revolving Lender, through the Administrative Agent, no later than 30 Business Days after the last day of March, June, September and December of each year and on the date on which the Revolving Commitment of such Revolving Lender shall be terminated as provided herein (each, an “L/C Fee Payment Date”) a fee (an “L/C Participation Fee”) calculated on such Revolving Lender’s Pro Rata Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements which are earning interim interest pursuant to Section 2.23(h)) during the preceding quarter (or shorter or longer period commencing with the Closing Date and ending with the Maturity Date with respect to the Revolving Commitment of such Revolving Lender or the date on which all Letters of Credit have been canceled or have expired and the Revolving Commitments of all Revolving Lenders shall have been terminated) at a rate per annum equal to the Applicable Margin used to determine the interest rate on Revolving Borrowings comprised of Term SOFR Loans pursuant to Section 2.06 and (ii) to the Issuing Bank with respect to each outstanding Letter of Credit issued at the request of a Borrower a fronting fee, which shall accrue at such rate as shall be separately agreed upon between the Borrowers and the Issuing Bank, on the Dollar Equivalent of the drawable amount of such Letter of Credit, payable quarterly in arrears on each L/C Fee Payment Date after the issuance date of such Letter of Credit (or as otherwise separately agreed upon between the Borrowers and the applicable Issuing Bank), as well as the Issuing Bank’s customary documentary and processing charges with respect to the issuance, amendment, renewal or extension of any increase Letter of Credit issued at the request of a Borrower or processing of drawings thereunder (the “ANI Increase”) fees in Company’s quarterly adjusted net income from operations this clause (ii), collectively, the “ANI”) for the aggregate of Company’s Minnesota and Maryland operations over the Q4 (October 1 through December 31) 2022 ANI Baseline (as defined in Exhibit C) plus any annual increase in CPI-U (all items) for the period between June 1, 2023, and the date of calculation for such operations. Base Fees shall be calculated for each of Company’s fiscal quarters using ANI as described in, and calculated in accordance with, Exhibit C. If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent (50%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Issuing Bank Fees”). If Company determinesAll L/C Participation Fees and Issuing Bank Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (d) All Fees shall be paid on the dates due, acting reasonably in immediately available funds in dollars, to the Administrative Agent for distribution, if and in good faithas appropriate, among the Lenders, except that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable Issuing Bank Fees shall be paid directly to Consultant’s services described in Exhibit Bthe Issuing Bank. Once paid, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination none of the ANI Increase attributable Fees actually owed and due shall be refundable under any circumstances. (e) Notwithstanding anything herein to Consultant’s services within thirty (30) days of the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on contrary, during such period as a form mutually agreeable Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation any fees accruing during such period pursuant to Section 3.B. If Consultant does not respond 2.05(a) or 2.05(c)(i) (without prejudice to the Fee Attribution Statement within rights of the ten non-Defaulting Lenders in respect of such fees); provided that, (10i) day period (to the “Fee Attribution Statement Review Period”)extent that all or a portion of such Defaulting Lender’s Pro Rata Percentage of any Revolving L/C Exposure is reallocated to the non-Defaulting Lenders pursuant to Section 2.26, Consultant shall forfeit any dispute rights such fees that would have accrued for the benefit of such Defaulting Lender will instead accrue for the benefit of and Company shall make any payment for Additional Base Fees and Final Additional Base Fees be payable to such non-Defaulting Lenders, pro rata in accordance with its calculation set forth on their respective Revolving Commitments, and (ii) to the Fee Attribution Statementextent that all or any portion of such Defaulting Lender’s Pro Rata Percentage of any Revolving L/C Exposure cannot be so reallocated, such fees will instead accrue for the benefit of and be payable to the Issuing Bank (and the pro rata payment provisions of Section 2.17 will automatically be deemed adjusted to reflect the provisions of this Section 2.05(e)).

Fees. For the services described in Exhibit B, during the Term of this Agreement Company The Borrower agrees to pay Consultant the following: (a) to the Agents such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified, which such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever (except as expressly agreed between the Borrower and the applicable Agent); (b) to the Revolving Administrative Agent for the account of each Revolving Lender (subject to Section 2.18, in the case of a sum Defaulting Lender) in accordance with its Pro Rata Percentage, a commitment fee (a “Commitment Fee”) equal to Twenty Per Cent (20%i) the daily balance of the Revolving Credit Commitments during such period, less (ii) the sum of (x) the daily balance of all Revolving Credit Loans during such period plus (y) the daily amount of LC Obligations during such period, multiplied by (iii) the then applicable “Base Fees”) Commitment Fee Rate” set forth in the definition of any increase (the “ANI Increase”) in Company’s quarterly adjusted net income from operations (the “ANI”) for the aggregate of Company’s Minnesota and Maryland operations over the Q4 (October 1 through December 31) 2022 ANI Baseline (as defined in Exhibit C) plus any annual increase in CPI-U (all items) for Applicable Loan Margin,” during the period between June 1, 2023, from and including the Fifteenth Amendment Effective Date to but excluding the date of calculation for on which such operationsRevolving Credit Commitment terminates. Base Accrued Commitment Fees shall be calculated for payable in arrears (A) on the last Business Day of each March, June, September and December of Company’s fiscal quarters using ANI as described ineach year, commencing on the first such date to occur after the Fifteenth Amendment Effective Date, and calculated in accordance with, Exhibit C. If Company determines, acting reasonably (B) on the date on which such Revolving Credit Commitment terminates. Commitment Fees shall be computed on the basis of a year of 360 days and in good faith, that shall be payable for the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent actual number of days elapsed (50%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (including the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that first day but excluding the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”last day). For the purposes purpose of calculating Additional Base Fees calculations and Final Additional Base Feespayments pursuant to this Section 2.05, Company the Revolving Credit Commitment of each Defaulting Lender shall provide Consultant be deemed equal to $0. (i) to the Revolving Administrative Agent for the account of each Revolving Lender a participation fee (“LC Participation Fee”) with respect to its determination participations in Letters of Credit, which shall accrue at a rate equal to the Applicable Loan Margin from time to time for Revolving Credit Loans that are SOFR Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to Reimbursement Obligations) during the period from and including the Fifteenth Amendment Effective Date to but excluding the later of the ANI Increase attributable date on which such ▇▇▇▇▇▇’s Revolving Credit Commitment terminates and the date on which such Lender ceases to Consultanthave any LC Exposure, and (ii) to the Issuing Bank a fronting fee (“Fronting Fee”), in Dollars, which shall accrue at a customary rate not to exceed 0.125 % per annum which will be set by the Issuing Bank based on the Issuing Bank’s services within thirty (30) days prevailing DOCPROPERTY DOCXDOCID DMS=IManage Format=<<NUM>>_<<VER>> \* MERGEFORMAT 165714159_1 fronting fee rate for Letters of Credit as set forth in a separate letter agreement between the Borrower and the Issuing Bank on the average daily stated amount of Letters of Credit of such Issuing Bank during the period from and including the Fifteenth Amendment Effective Date to but excluding the later of the end date of Companytermination of the Revolving Credit Commitments and the date on which there ceases to be any LC Exposure of such Issuing Bank, as well as the Issuing Bank’s fiscal quarter reasonable customary fees, in Dollars, with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Accrued LC Participation Fees shall be payable in arrears (the “Fee Attribution Statement”i) on a form mutually agreeable the last Business Day of each March, June, September and December of each year, commencing on the first such date to both Partiesoccur after the Fifteenth Amendment Effective Date, and (ii) on the date on which the Revolving Credit Commitments terminate. Consultant Accrued Fronting Fees shall have be payable in arrears (i) on the first Business Day of each January, April, July and October of each year, commencing on the first such date to occur after the Fifteenth Amendment Effective Date, and (ii) on the date on which the Revolving Credit Commitments terminate. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation pursuant to Section 3.B. If Consultant does not respond to the Fee Attribution Statement within the ten (10) day period (the “Fee Attribution Statement Review Period”), Consultant shall forfeit any dispute rights and Company shall make any payment for Additional Base Business Days after written demand therefor. All LC Participation Fees and Final Additional Base Fronting Fees in accordance with its calculation set forth shall be computed on the Fee Attribution Statementbasis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Fees. For the services described in Exhibit B, during the Term of this Agreement Company agrees (a) Borrower shall pay to pay Consultant a sum equal to Twenty Per Cent (20%) (the “Base Fees”) of any increase (the “ANI Increase”) in Company’s quarterly adjusted net income from operations (the “ANI”) Administrative Agent for the aggregate account of Companyeach Revolving Lender (other than a Defaulting Lender), with respect to such Revolving Lender’s Minnesota Revolving Commitments of each Tranche and Maryland operations over for the Q4 account of each Term Facility Lender (October 1 through December 31) 2022 ANI Baseline (as defined in Exhibit C) plus any annual increase in CPI-U (all items) other than a Defaulting Lender), with respect to such Term Facility Lender’s Term Facility Commitments of each Tranche, a commitment fee for the period between June 1from and including the Closing Date (or, 2023following the conversion of any such Revolving Commitment into another Tranche, the applicable Extension Date) to but not including (x) for Revolving Commitments the earlier of (i) the date such Revolving Commitment is terminated or expires (or is modified to constitute another Tranche) and (ii) the R/C Maturity Date applicable to such Revolving Commitment, and (y) for Term Facility Commitments the date such Term Facility Commitment is terminated or expires, in each case, computed at a rate per annum equal to the Applicable Fee Percentage in respect of calculation such Tranche in effect from time to time during such period on the actual daily amount of such Revolving Lender’s Unutilized R/C Commitment in respect of such Tranche or such Term Facility Lender’s unutilized Term Facility Commitment in respect of such Tranche, as applicable. Notwithstanding anything to the contrary in the definition of “Unutilized R/C Commitments,” for such operations. Base Fees purposes of determining Unutilized R/C Commitments in connection with computing commitment fees with respect to Revolving Commitments, a Revolving Commitment of a Revolving Lender shall be calculated for deemed to be used to the extent of the outstanding Revolving Loans and L/C Liability of such Revolving Lender. Any accrued commitment fee under this Section 2.05(a) in respect of any Revolving Commitment or Term Facility Commitment shall be payable in arrears on each Quarterly Date and on the earlier of Company’s fiscal quarters using ANI (i) the date the applicable Revolving Commitment is modified to constitute another Tranche or such Term Facility Commitment is terminated or expires, as described inapplicable, and calculated in accordance with(ii) for any Revolving Commitment, Exhibit C. If Company determinesthe R/C Maturity Date applicable to such Revolving Commitment and, acting reasonably and in good faithfor any Term Facility Commitment, that the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent termination of the applicable Term Facility Availability Period. (50%b) attributable to Consultant’s services described in Exhibit B, Company Borrower shall pay Consultant an additional sum up to Seven and a Half Per Cent Administrative Agent for its own account the administrative fee separately agreed to in the Fee Letter. (7.5%c) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company Borrower shall pay Consultant an additional sum up to Seven Auction Manager for its own account, in connection with any Borrower Loan Purchase, such fees as may be agreed between Borrower and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination of the ANI Increase attributable to Consultant’s services within thirty (30) days of the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation pursuant to Section 3.B. If Consultant does not respond to the Fee Attribution Statement within the ten (10) day period (the “Fee Attribution Statement Review Period”), Consultant shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth on the Fee Attribution StatementAuction Manager.

Fees. For the services described in Exhibit B, during the Term of this Agreement Company (a) The Borrower agrees to pay Consultant (i) to the Administrative Agent, for the account of the Administrative Agent, the administrative fees to which the Borrower and Administrative Agent agree in writing (including, but not limited to, the administrative fees set forth in the Agent Fee Letter pursuant to the terms thereof and all Attorney Costs) and (ii) to the Collateral Agent, for the account of the Collateral Agent, the agency fees to which the Borrower and Collateral Agent agree in writing (including, but not limited to, the agency fees set forth in the Agent Fee Letter pursuant to the terms thereof and all Attorney Costs). (b) The Borrower agrees to pay (or cause to be paid) to the Lenders, each for their own accounts, a sum equal to Twenty Per Cent (20%) commitment fee (the “Base FeesCommitment Fee”) in an amount (measured as of any increase the Commitment Termination Date) equal to 2.50% of the positive difference, if any, of (i) the Minimum Funded Amount less (ii) the actual aggregate principal amount of Loans which have borrowed on or prior to the Commitment Termination Date which shall be divided among such Lenders based on their Pro Rata Share. The Commitment Fee (if greater than zero) shall be earned on the Commitment Termination Date and due and payable within five (5) Business Days after the Commitment Termination Date. (c) The Borrower agrees to pay (or cause to be paid) to the Lenders, each for their own accounts, an upfront fee (the “ANI IncreaseDelayed Draw Upfront Fee”) in Company’s quarterly adjusted net income from operations an amount equal to 1.50% of the aggregate Delayed Draw Loans actually funded to the Borrower on a Delayed Draw Funding Date, which shall be divided among such Lenders based on their pro rata share of such Delayed Draw Loans. Each Delayed Draw Upfront Fee will be earned and due and payable on the Delayed Draw Funding Date with respect to such Delayed Draw Upfront Fee. (d) The Borrower agrees to pay (or cause to be paid) to the Lenders, each for their own accounts, an undrawn fee (the “ANIUndrawn Fee”), in an amount equal to 0.50% of the positive difference, if any, of (i) for the aggregate of Company’s Minnesota and Maryland operations over the Q4 (October 1 through December 31) 2022 ANI Baseline Commitments (as defined such Commitments may be terminated in Exhibit C) plus any annual increase part or in CPI-U (all items) for the period between June 1, 2023, and the date of calculation for such operations. Base Fees shall be calculated for each of Company’s fiscal quarters using ANI as described in, and calculated whole in accordance with, Exhibit C. If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent (50%with Section 2.06(a)) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination of the ANI Increase attributable to Consultant’s services within thirty (30) days as of the end of Company’s fiscal quarter each month ended prior to the Commitment Termination Date less (ii) the “greater of (A) the average aggregate principal amount of Loans outstanding as of the end of the applicable month and (B) the Minimum Funded Amount. The Undrawn Fee Attribution Statement”) shall accrue and be earned on a form mutually agreeable to both Partiesmonthly basis at all times during the Delayed Draw Availability Period. Consultant The Undrawn Fee (if greater than zero) shall have ten be due and payable within five (105) days to accept or dispute Business Days after the Fee Attribution Statement or dispute Company’s calculation pursuant to Section 3.B. If Consultant does not respond to the Fee Attribution Statement within the ten (10) day period (the “Fee Attribution Statement Review Period”), Consultant Commitment Termination Date and shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth be divided among such Lenders based on the Fee Attribution Statementtheir Pro Rata Share.

Fees. For (a) The Company shall pay to the Collateral Manager, for services described in Exhibit B, during the Term rendered and performance of its obligations under this Agreement Company agrees to pay Consultant a sum fees which are payable in arrears on each Payment Date in an amount equal to Twenty Per Cent (20%) 0.35% per annum of the aggregate principal balance of all Portfolio Assets measured as of the Determination Date immediately preceding such Payment Date (the “Base Fees”) of any increase (the “ANI Increase”) in Company’s quarterly adjusted net income from operations (the “ANI”) for the aggregate of Company’s Minnesota and Maryland operations over the Q4 (October 1 through December 31) 2022 ANI Baseline (as defined in Exhibit C) plus any annual increase in CPI-U (all items) for the period between June 1, 2023, and the date of calculation for such operations. Base Fees shall be calculated for each of Company’s fiscal quarters using ANI as described in, and calculated in accordance with, Exhibit C. If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent (50%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Management Fees”). If Company determinesThe Management Fees will be calculated on the basis of a calendar year consisting of 360 days and the actual number of days elapsed. (b) The Collateral Manager may, acting reasonably and in good faithits sole discretion, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination defer all or any portion of the ANI Increase attributable to Consultant’s services within thirty Management Fees. Such deferred amounts will become payable on the next Payment Date in the same manner and priority as their original characterization would have required unless deferred again. (30c) days of the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation If this Agreement is terminated pursuant to Section 3.B. If Consultant does not respond 12 hereof or otherwise, the Management Fees calculated as provided in Section 7(a) hereof shall be prorated for any partial periods between Payment Dates during which this Agreement was in effect and shall be due and payable, along with any deferred Management Fees, on the first Payment Date following the effective date of such termination. (d) The Management Fees will be payable pursuant to the Fee Attribution Statement within the ten (10) day period (the “Fee Attribution Statement Review Period”Sections 2.04(a)(ix), Consultant (b)(v) and (c)(ix) of the LSA, as applicable. If on any Payment Date there are insufficient funds to pay the Management Fees then due in full, the amount not so paid shall forfeit not constitute any dispute rights default hereunder and shall be deferred without interest and shall be payable on the next Payment Date if any on which any funds are available therefor, as provided in Sections 2.04(a)(ix), (b)(v) and (c)(ix) of the LSA. (e) The Collateral Manager hereby agrees not to cause the filing of a petition in bankruptcy against the Company shall make for any reason whatsoever, including, without limitation, the non-payment for Additional Base Fees and Final Additional Base Fees of the Management Fees, except in accordance with its calculation set forth on the Fee Attribution Statementprovisions of Section 21 hereof and the provisions of the LSA.

Fees. For the services described in Exhibit B, during the Term of this Agreement Company (a) The Borrower agrees to pay Consultant a sum equal to Twenty Per Cent (20%) (the “Base Fees”) of any increase (the “ANI Increase”) in Company’s quarterly adjusted net income from operations (the “ANI”) Administrative Agent for the aggregate account of Company’s Minnesota and Maryland operations over each Revolving Lender a commitment fee, which shall accrue at the Q4 (October 1 through December 31) 2022 ANI Baseline (as defined in Exhibit C) plus any annual increase in CPI-U (all items) for rate of 0.375% per annum on the daily unused amount of the Revolving Commitment of such Lender during the period between from and including the earlier of (i) the Closing Date and (ii) June 1, 20232012 to but excluding the date on which such Revolving Commitment terminates. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the earlier to occur of (i) the Closing Date and (ii) June 1, 2012. All such commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The Borrower agrees to pay to the Administrative Agent for the account of each Initial Term Lender a fee, which shall accrue at the rate of 0.375% per annum on the daily unused amount of the Initial Term Commitment of such Lender during the period from and including June 1, 2012 to but excluding the earlier of (i) the Closing Date and (ii) the date on which such Initial Term Commitment terminates. Accrued commitment fees shall be payable in arrears on the earlier to occur of (i) the Closing Date and (ii) the date on which such Initial Term Commitment terminates; provided that no such fee shall be payable to any Initial Term Lender that fails to make an Initial Term Loan to the Borrower on the Closing Date (and, if the Escrow Funding has occurred on the Escrow Funding Date, has failed to fund such Initial Term Loan on the Escrow Funding Date) in accordance with Section 2.01(a). All such fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans on the daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower and such Issuing Bank on the average daily amount of calculation for the LC Exposure attributable to Letters of Credit issued by such operationsIssuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any such LC Exposure, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Base Fees Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be calculated for each of Company’s fiscal quarters using ANI as described inpayable on the third Business Day following such last day, commencing on the first such date to occur after the Closing Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and calculated in accordance with, Exhibit C. If Company determines, acting reasonably and in good faith, that any such fees accruing after the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent (50%) attributable date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination of the ANI Increase attributable to Consultant’s services within thirty (30) days of the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation Issuing Bank pursuant to Section 3.B. If Consultant does not respond this paragraph shall be payable within 10 Business Days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (d) The Borrower agrees to pay to the Fee Attribution Statement within Administrative Agent, for its own account, fees payable in the ten amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (10e) day period (the “Fee Attribution Statement Review Period”), Consultant All fees payable hereunder shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth be paid on the Fee Attribution Statementdates due, in immediately available funds, to the Administrative Agent (or to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders entitled thereto. Fees paid shall not be refundable under any circumstances.

Fees. For the services described in Exhibit B, during the Term of this Agreement Company (a) The Borrower agrees to pay Consultant to the Administrative Agent a sum equal to Twenty Per Cent (20%) commitment fee (the “Base Fees”) of any increase (the “ANI Increase”) in Company’s quarterly adjusted net income from operations (the “ANI”"Commitment Fee") for the aggregate account of Company’s Minnesota and Maryland operations over the Q4 (October 1 through December 31) 2022 ANI Baseline (as defined in Exhibit C) plus any annual increase in CPIeach Non-U (all items) Defaulting RF Lender for the period between June 1from and including the Initial Borrowing Date to, 2023but not including, and the date upon which the Total Revolving Commitment has been terminated, computed at a per annum rate equal to 0.50% multiplied by the average daily Unutilized Revolving Commitment of calculation for such operationsLender. Base Such Commitment Fees shall be calculated due and payable in arrears on the last Business Day of each March, June, September and December and on the date upon which the Total Revolving Commitment is terminated. (b) The Borrower agrees to pay to the Administrative Agent, for the account of each Non-Defaulting RF Lender, pro rata on the basis of Company’s fiscal quarters using ANI their respective Percentages, a fee in respect of each Letter of Credit (the "Letter of Credit Fee") computed at a per annum rate equal to 3.0% multiplied by the average daily Stated Amount of such Letter of Credit. Accrued Letter of Credit Fees shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December of each year and on the date upon which the Total Revolving Commitment is terminated. (c) The Borrower agrees to pay to the Letter of Credit Issuer a fee in respect of each Letter of Credit (the "Facing Fee") equal to 0.25% of the Stated Amount of such Letter of Credit, such fee to be payable upon the issuance of such Letter of Credit. (d) The Borrower agrees to pay directly to the Letter of Credit Issuer upon each issuance of, payment under, and/or amendment of, a Letter of Credit such amount as described inshall at the time of such issuance, and calculated in accordance withpayment or amendment be the administrative charge which the Letter of Credit Issuer is customarily charging for issuances of, Exhibit C. If Company determinesdrawings under or amendments of, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent letters of credit issued by it. (50%e) attributable to Consultant’s services described in Exhibit B, Company The Borrower shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%x) of ANI Increase (each Agent on the “Additional Base Fees”). If Company determinesInitial Borrowing Date, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination of the ANI Increase attributable to Consultant’s services within thirty (30) days of the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation pursuant to Section 3.B. If Consultant does not respond own account and/or for distribution to the Fee Attribution Statement within Lenders, such fees as heretofore agreed by the ten Borrower and the Agents and (10y) day period the Administrative Agent from time to time when and as due, for its own account, such other fees as agreed to between the Borrower and the Administrative Agent. (the “Fee Attribution Statement Review Period”), Consultant f) All computations of Fees shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees be made in accordance with its calculation set forth on the Fee Attribution StatementSection 12.07(b).

Fees. For the services described in Exhibit B, during the Term of this Agreement Company (a) The Borrower agrees to pay Consultant to each Revolving Lender for each day: (i) a sum commitment fee equal to Twenty Per Cent such Lender’s Pro Rata Share of the product (20%A) the average of the difference on such day between (1) the “Base Fees”total Revolving Commitments and (2) the aggregate principal amount of all outstanding Revolving Loans (for the avoidance of doubt, excluding Swing Line Loans) and the Letter of Credit Usage, multiplied by (B) 0.625% per annum; provided that no commitment fee shall accrue on any increase of the Revolving Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and any fees that have accrued but have not been paid to such Defaulting Lender shall be paid in accordance with Section 2.22 when due; and (ii) a letter of credit fee equal to such Lender’s Pro Rata Share of (A) the “ANI Increase”maximum amount available to be drawn under all Letters of Credit outstanding on such day (regardless of whether any conditions for drawing could then be met and determined as of the close of business on such day), multiplied by (B) the Applicable Margin for Eurodollar Rate Revolving Loans on such day. All fees referred to in Company’s quarterly adjusted net income from operations this Section 2.11(a) shall be paid to the Administrative Agent by wire transfer of same day funds in Dollars to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Borrower and upon receipt, the Administrative Agent shall promptly distribute to each such Revolving Lender its Pro Rata Share thereof. (b) The Borrower agrees to pay directly to the “ANI”Issuing Bank, for its own account, the following fees: (i) for each day, a fronting fee of 0.250% per annum multiplied by the aggregate maximum amount available to be drawn under all Letters of CompanyCredit outstanding on such day (regardless of whether any conditions for drawing could then be met and determined as of the close of business on any such day); and (ii) such documentary and processing charges for any issuance, amendment, transfer or payment of a Letter of Credit as are in accordance with the Issuing Bank’s Minnesota and Maryland operations over the Q4 (October 1 through December 31) 2022 ANI Baseline (as defined in Exhibit C) plus any annual increase in CPI-U (all items) for the period between June 1, 2023, and the date of calculation standard schedule for such operations. Base Fees charges and as in effect at the time of such issuance, amendment, transfer or payment, as the case may be. (c) All fees referred to in Sections 2.11(a) and 2.11(b)(i) shall be calculated for on the basis of a year of 360 days and the actual number of days elapsed and shall be payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each of Company’s fiscal quarters using ANI as described inyear during the Revolving Commitment Period, commencing on the first such date to occur after the Closing Date, and calculated on the Revolving Commitment Termination Date. (d) The Borrower agrees to pay on the Closing Date to each Lender party hereto as a Lender on the Closing Date a closing fee in accordance withan amount equal to 2.00% of such Lender’s Term Loan Commitment and Revolving Commitment, Exhibit C. If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent (50%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination each case as of the ANI Increase attributable Closing Date, payable to Consultant’s services within thirty (30) days such Lender from the proceeds of the end of Company’s fiscal quarter Loans as and when funded on the Closing Date. Such closing fee will be in all respects fully earned, due and payable on the Closing Date and non-refundable and non-creditable thereafter. (the “Fee Attribution Statement”e) on a form mutually agreeable The Borrower agrees to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation pursuant to Section 3.B. If Consultant does not respond pay to the Fee Attribution Statement within Agents such other fees in the ten (10) day period (amounts and at the “Fee Attribution Statement Review Period”), Consultant shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth on the Fee Attribution Statementtimes separately agreed upon.

Fees. For (a) Borrower shall pay to Agent for the services ratable benefit of each Lender having a commitment hereunder (i) an unused availability fee equal to one-quarter of one percent (0.25%) per annum of the daily unused portion of the Revolving Line which shall be calculated by subtracting the amount outstanding hereunder from the Revolving Line, which fee shall be payable quarterly in arrears on the last day of each calendar quarter, commencing with the quarter ending March 31, 2021 and (ii) a commitment fee equal to one-quarter of one percent (0.25%) of the commitment hereunder, which fee shall be due and payable on the date hereof. (b) The Borrower shall pay (i) to Agent for distribution to the Lenders in accordance with their Revolving Loan Commitment Percentages, a non-refundable fee equal to [**] percentage points ([**]%) per annum of the outstanding undrawn amount of each standby Letter of Credit (including, for the avoidance of doubt, the Existing Letters of Credit), payable annually in advance, calculated on the basis of the face amount outstanding on the day the fee is calculated, and (ii) to Agent, for distribution to the L/C Issuer of the applicable Letter of Credit, such L/C Issuer’s standard fees in connection with each commercial Letter of Credit, which fees shall be non-refundable under all circumstances. (c) If Borrower terminates or permanently reduces the commitment, in whole or in part at any time before the Revolving Maturity Date, Borrower shall pay to Agent for the ratable benefit of each Lender having a commitment hereunder a prepayment fee equal to the amount by which the commitment is permanently reduced, or the outstanding commitment if terminated in full, times one percent (1.00%). The prepayment fee described in Exhibit B, during this Section is deemed fully earned and non-refundable as of the Term of this Agreement Company agrees to pay Consultant a sum equal to Twenty Per Cent (20%) (the “Base Fees”) of any increase (the “ANI Increase”) in Company’s quarterly adjusted net income from operations (the “ANI”) for the aggregate of Company’s Minnesota Closing Date and Maryland operations over the Q4 (October 1 through December 31) 2022 ANI Baseline (as defined in Exhibit C) plus any annual increase in CPI-U (all items) for the period between June 1, 2023, due and payable on the date of calculation for such operationstermination or permanent reduction. Base Fees shall be calculated for each of Company’s fiscal quarters using ANI as described inNotwithstanding the foregoing, and calculated in accordance with, Exhibit C. If Company determines, acting reasonably and in good faith, the event that the quarterly ANI Increase for Borrower, Agent and Lenders are not able to agree to a given fiscal quarter is at least Fifty Per Cent mutually acceptable amendment to permit a SPAC Business Combination pursuant to Section 12.10 hereof within one hundred twenty (50%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination of the ANI Increase attributable to Consultant’s services within thirty (30120) days of the end of Company’s fiscal quarter (Closing Date, the “Fee Attribution Statement”) on a form mutually agreeable Borrower shall be permitted to both Partiesprepay any amounts outstanding hereunder and terminate the Commitment in full with no prepayment fee. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation All reductions in commitments pursuant to Section 3.B. If Consultant does not respond to this paragraph shall be pro rata among the Fee Attribution Statement within the ten (10) day period (the “Fee Attribution Statement Review Period”), Consultant shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth on the Fee Attribution StatementLenders.

Fees. For The fees applicable to Liquefaction Services provided by ELC shall commence on the services described in Exhibit BFirst In-Service Date and shall consist of a (a) Monthly Fee applicable to each Mcf of Liquefaction Demand Quantity, during (b) a Retainage charge and (c) an Exit True-up Charge or Credit calculated at the end of the Term of this Agreement Company agrees Agreement. During the period prior to pay Consultant the Liquefaction Threshold Date, if during the Start-Up Period of an individual Liquefaction Unit, such Liquefaction Unit causes one or more Liquefaction Units which have achieved the In-Service Date to be taken out of service for a sum equal period greater than twenty-four (24) consecutive hours, Customer shall receive a one day credit per unit to Twenty Per Cent its Monthly Fee for every full twenty-four (20%24) consecutive hour period in which a Liquefaction Unit which has been designated as being in-service had to be taken out of service; provided, however, such credit shall not apply to any units that were not taken out of service during the applicable period or to any units that have not yet achieved the In-Service Date. For the period prior to the Phase II Liquefaction Threshold Date, such credit shall apply to any Additional Liquefaction Units which have been placed in-service but are taken out of service for more than twenty-four (24) consecutive hours. Provided however that such credits shall not apply for outages resulting from down time to accommodate the initial tie-ins for subsequent MMLS units. a) Monthly Fee The fee (the “Base FeesMonthly Fee”) payable each month per Mcf of any increase (the “ANI Increase”) in Company’s quarterly adjusted net income from operations (the “ANI”) for the aggregate of Company’s Minnesota and Maryland operations over the Q4 (October 1 through December 31) 2022 ANI Baseline (as defined in Exhibit C) plus any annual increase in CPI-U (all items) for the period between June 1, 2023, and the date of calculation for such operations. Base Fees LDQ shall be calculated for determined by taking the sum of the following, each of Company’s fiscal quarters using ANI as described in, and calculated in accordance with, Exhibit C. If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter which is at least Fifty Per Cent (50%) attributable to Consultant’s services more thoroughly described in this Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”)D: ***. For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination of the ANI Increase attributable to Consultant’s services within thirty (30) days of the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation fees pursuant to Section 3.B. If Consultant does not respond this Exhibit D, the LDQ shall be assumed to equal the Fee Attribution Statement within the ten (10) day period (the “Fee Attribution Statement Review Period”), Consultant shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees amount specified therefor in accordance with its calculation set forth on the Fee Attribution StatementExhibit C. ***.

Fees. For In order to permit HCC to obtain financing, to permit the services described in Exhibit Bdevelopment of the HCC System, during the Term of this Agreement Company Participant agrees to pay Consultant a sum equal to Twenty Per Cent (20%) the monthly contingency fee (the “Base Fees”"Contingency Fee") of any increase [*] multiplied by the Monthly Base Transactions indicated on Exhibit "B". The Contingency Fee will be payable on the first business day of each month for a six (6) month period beginning on the “ANI Increase”) in Company’s quarterly adjusted net income from operations (the “ANI”) for the aggregate later of Company’s Minnesota and Maryland operations over the Q4 (October 1 through December 31) 2022 ANI Baseline (as defined in Exhibit C) plus any annual increase in CPI-U (all items) for the period between June April 1, 20231992, or the Activation Date, and the date will be paid by wire transfer of calculation for good funds to HCC's account on such operationsdates, without invoice or notice from HCC to Participant. Base Fees shall be calculated for each of Company’s fiscal quarters using ANI as described in, and calculated in accordance with, Exhibit C. If Company determines, acting reasonably and in good faith, Provided that the quarterly ANI Increase for a given fiscal quarter Activation Date has occurred, Participant's obligation to pay the Contingency Fee is absolute and shall continue until Participant is capable of and ready to deliver to the HCC System reservation commission data from at least Fifty Per Cent (50%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventyseventy-Five Per Cent five percent (75%) attributable of its properties in the United States (calculated based on total number of rooms rather than number of individual hotels) in a regular and timely manner as contemplated by this Agreement ("Participant Readiness") and continues and delivers to Consultant’s services described in Exhibit BHCC the volume of reservation commissions required for Participant Readiness after the Activation Date. At such time, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent *Confidential Treatment Requested Participant will begin paying transaction fees (7.5%"Transaction Fees") of ANI Increase (the “Final Additional Base [*] per Commissionable Reservation, and upon payment of such Transaction Fees”), will be relieved of its obligations to pay any further Contingency Fees under this section. For the purposes of calculating Additional Base Fees and Final Additional Base Feesremainder, Company shall provide Consultant with its determination if any, of the ANI Increase six (6) month period referred to above, the Transaction Fees payable by Participant will be subject to a minimum monthly Transaction Fee of [*] multiplied by the Monthly Base Transactions indicated on Exhibit "B". If Participant Readiness (or the Activation Date, if later) occurs other than at the beginning of a month, Participant will receive a credit against the fees otherwise payable by Participant under this Agreement, in the amount of a pro rata portion of the Contingency Fee paid to HCC for that month, based upon the number of days in the month following Participation Readiness (or the Activation Date, if later). HCC may, at its sole discretion, change the Transaction Fees charged to Participant as provided above, upon ninety (90) days notice to Participant. The Board of Directors of HCC will have the right to verify Participant Readiness (whether through HCC personnel or independent third parties) and will have the right to modify or adjust the requirements for Participant Readiness, as long as it makes such determination in a uniform manner among, other Participating Entities. Participant has been informed that HCC is reliant upon, and the obtaining by HCC of certain critical financing is dependent upon, Participant's agreement to and performance of Participant's obligations under this section. Participant acknowledges that the failure of Participant to meet its payment obligations under this section would substantially and materially damage the business of HCC and waives any and all defenses that it may have to the performance of such obligations. Participant hereby irrevocably consents to having the provisions of this Section 3.1 immediately and fully enforced in a court of law or equity and waives any and all defenses thereto. Participant agrees to pay all such fees by wire transfer of good funds to HCC's account within two (2) business days after receipt by Participant of the billing statements described in Section 3.5, below. Participant is responsible for collection and payment to HCC of all such fees that are attributable to Consultant’s services within thirty (30) days Participant and all of Participant's affiliates and franchisees that utilize the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation pursuant to Section 3.B. If Consultant does not respond to the Fee Attribution Statement within the ten (10) day period (the “Fee Attribution Statement Review Period”), Consultant shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth on the Fee Attribution StatementHCC System under this Agreement.

Fees. For (a) The Borrower shall pay to the services Agents such fees as shall have been separately agreed upon in writing (including pursuant to the Commitment Letter and Fee Letter) in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever (except as expressly agreed between the Borrower and the applicable Agent). (b) The Borrower agrees to pay to Lenders having Revolving Exposure: (i) commitment fees for the period from and including the Closing Date to and including the Revolving Commitment Termination Date equal to (A) the average of the daily difference between (1) the Revolving Commitments and (2) the sum of (I) the aggregate principal amount of all outstanding Revolving Loans plus (II) the Letter of Credit Usage, times (B) the Applicable Commitment Fee; and (ii) letter of credit fees with respect to all Letters of Credit (the “L/C Fee”) equal to (A) the Applicable Rate for Revolving Loans that are Eurodollar Rate Loans, times (B) the average aggregate daily maximum Dollar Amount available to be drawn under all Letters of Credit (regardless of whether any conditions for drawing could then be met and determined as of the close of business on any date of determination and whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit). All fees referred to in this Section 2.11(b) shall be paid to the Administrative Agent at the Administrative Agent’s Office and upon receipt, the Administrative Agent shall promptly distribute to each Lender its Pro Rata Share thereof. (c) The Borrower agrees to pay directly to the applicable Issuing Bank, for its own account, the following fees: (i) a fronting fee to be agreed by the Borrower and the applicable Issuing Bank (not to exceed 0.125% per annum) times the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit) determined as of the close of business on any date of determination; and (ii) such documentary and processing charges for any issuance, amendment, transfer or payment of a Letter of Credit as are in accordance with such Issuing Bank’s standard schedule for such charges and as in effect at the time of such issuance, amendment, transfer or payment, as the case may be, which fees, costs and charges shall be payable to such Issuing Bank within three Business Days after its demand therefor and are nonrefundable. (d) All fees referred to in Sections 2.11(b) and 2.11(c)(i) shall be payable quarterly in arrears on the last Business Day of each fiscal quarter of each year during the Revolving Commitment Period, commencing with the first full fiscal quarter ending after the Closing Date, and on the Revolving Commitment Termination Date; provided that any such fees accruing after the Revolving Commitment Termination Date shall be payable on demand. (e) The Borrower agrees to pay on the Closing Date to each Lender party to this Agreement on the Closing Date, as fee compensation for the funding of such Lender’s Initial Term Loan, a closing fee (the “Closing Fee”) in an amount equal to 1.00% of the stated principal amount of such Lender’s Term Loan made on the Closing Date. Such Closing Fee will be in all respects fully earned, due and payable on the Closing Date and non-refundable and non-creditable thereafter and such Closing Fee shall be netted against Initial Term Loans (and, at the discretion of the Lead Arrangers, shall take the form of OID) made by such Lender. (f) The Borrower agrees to pay to the Administrative Agent for its own account the fees payable in the amounts and at the times separately agreed upon (including pursuant to the Fee Letter). (g) At the time of the effectiveness of any Repricing Event that is consummated during the period commencing on the Closing Date and ending on the day immediately prior to the date that is twelve months after the Closing Date, the Borrower agrees to pay to the Administrative Agent, for the ratable account of each lender with Initial Term Loans that are either repaid, converted or subjected to a pricing reduction in connection with such Repricing Event (including each Lender that withholds its consent to such Repricing Event and is replaced as a Non-Consenting Lender under Section 3.07), a fee in an amount equal to 1.0% of (i) in the case of a Repricing Event described in Exhibit Bclause (a) of the definition thereof, during the aggregate principal amount of all Initial Term Loans prepaid (or converted) in connection with such Repricing Event and (ii) in the case of a Repricing Event described in clause (b) of the definition thereof, the aggregate principal amount of all Initial Term Loans outstanding on such date that are subject to an effective pricing reduction pursuant to such Repricing Event. Such fees shall be earned, due and payable upon the date of the effectiveness of such Repricing Event. Notwithstanding anything to the contrary in the Loan Documents, each Lender hereby agrees to waive any amounts payable by the Borrower pursuant to Section 3.05 that would have resulted from a refinancing of this Agreement Company agrees to pay Consultant or a sum equal to Twenty Per Cent (20%) (the “Base Fees”) of any increase (the “ANI Increase”) in Company’s quarterly adjusted net income from operations (the “ANI”) for the aggregate of Company’s Minnesota and Maryland operations over the Q4 (October 1 through December 31) 2022 ANI Baseline (as defined in Exhibit C) plus any annual increase in CPI-U (all items) for the period between June 1, 2023, and the date of calculation for such operations. Base Fees shall be calculated for each of Company’s fiscal quarters using ANI as described in, and calculated in accordance with, Exhibit C. If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent (50%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination of the ANI Increase attributable to Consultant’s services within thirty (30) days of the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation pursuant to Section 3.B. If Consultant does not respond to the Fee Attribution Statement within the ten (10) day period (the “Fee Attribution Statement Review Period”), Consultant shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth on the Fee Attribution StatementRepricing Event.

Fees. For The Fees to be paid by Customer to Provider for the services described performance of the System Services are set forth in Exhibit Bthis Section 7.1. (a) Subject to the provisions of Section 6.2, during each Month, Customer shall pay to Provider a fee in accordance with the Term terms of this Agreement Company agrees for the Processing Services provided by Provider with respect to Customer Gas and Customer Injected NGLs received by Provider from Customer or for Customer’s account during such Month that is determined as follows: (i) the aggregate volume of Customer Gas and Customer Injected NGLs received by Provider from Customer or for Customer’s account at the Receipt Points during such Month, stated in Mcfs or MCFEs, as applicable, multiplied by (ii) the Processing Fee. TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**). (b) Each Month, Customer shall pay Consultant to Provider a sum fee in accordance with the terms of this Agreement for the Gas Lift Services provided by Provider with respect to Customer Gas received by Provider from Customer or for Customer’s account during such Month that is determined as follows: (i) the aggregate volume of Customer Gas utilizing the Gas Lift Services, stated in Mcfs, multiplied by (ii) the Gas Lift Fee. (c) Each Month, Customer shall pay to Provider fees in accordance with the terms of this Agreement for the Loading Services provided by Provider with respect to Customer NGLs during such Month that is determined as follows: (i) with respect to Customer NGLs utilizing the Loading Services at the Truck Delivery Points: (A) the aggregate volume of Customer NGLs utilizing the Loading Services at the Truck Delivery Points during such Month, stated in Barrels, multiplied by (B) the Truck Loading Fee; and (ii) with respect to Customer NGLs utilizing the Loading Services at the Rail Car Delivery Points: (A) the aggregate volume of Customer NGLs utilizing the Loading Services at the Rail Car Delivery Points during such Month, stated in Barrels, multiplied by (B) the Rail Car Loading Fee. (d) Each Month, Customer shall pay to Provider a fee in accordance with the terms of this Agreement for the Transportation Services provided by Provider with respect to Customer Gas received by Provider from Customer or for Customer’s account during such Month that is determined as follows: (i) the aggregate volume of Customer Gas delivered to a HNDP Delivery Point during such Month, stated in Mcfs, multiplied by (ii) the HNDP Fee. (e) For any Quarter, should Customer fail to Tender an aggregate volume of Customer Gas and Customer Injected NGLs to Provider at the Receipt Points equal to Twenty Per Cent the MVC for such Quarter, then Customer shall pay to Provider the following fees in accordance with the terms of this Agreement as a result of such shortfall (20such fee, a “Shortfall Fee”): (i) (A) the then-applicable MVC, minus (B) the aggregate volumes, stated in Mcfs or MCFEs, as applicable, of Customer Gas and Customer Injected NGLs actually delivered into the TGP System at the Receipt Points by Customer or for Customer’s account during such Quarter, minus (C) the aggregate volumes, stated in Mcfs or MCFEs, as applicable, of Dedicated Production and Customer Injected NGLs Tendered for delivery by Customer or on Customer’s account into the TGP System at the Receipt Points during such Quarter but not received into the TGP System by Provider due to reasons of Force Majeure or curtailment, minus (D) the aggregate volumes, stated in Mcfs, of Dedicated Producer Gas not Tendered for delivery by Customer or on Customer’s account into the TGP System at the Receipt Points during such Quarter due to reasons of a Force Majeure event affecting Customer that Provider has accepted as a Force Majeure event hereunder, multiplied by (ii) the Processing Fee. (f) If any Updated Development Plan contains, for any Year, a Dedicated Production Estimate that is at least 15% greater than the Dedicated Production Estimate for such Year contained in the most recent previously agreed-upon Development Plan, then the then-current Return on Capital shall be increased by two percent (2%) for each 15% increase represented by such Dedicated Production Estimate. TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**). (g) (x) at any time on or prior to January 15th of each Year beginning in 2015, either Party may make an election to have the then-currently agreed Fees recalculated with respect to such Year (a “Base FeesRecalculation Election”); provided, that, prior to the date such Recalculation Election is made, the Parties shall have agreed upon an Updated Development Plan for such Year or the Parties shall have been unable to agree upon an Updated Development Plan for such Year, and (y) Customer shall have the right, in accordance with Section 4.4(a)(i), to make a temporary Recalculation Election with respect to the remainder of the current Year. Upon a Recalculation Election being made pursuant to this Section 7.1(g), the Fees will be recalculated based upon such then-currently agreed Development Plan. Any such recalculation shall be based on the model attached hereto as Exhibit G-2, which takes into account: (i) the aggregate volumes of Dedicated Production and Customer Injected NGLs that have actually been delivered by Customer into the Receipt Points, in each case, prior to such Year during the Term; provided, however, that such aggregate volumes shall not, for purposes of the recalculation (A) exceed the applicable Dedicated Production Estimates for such Years as contained in the applicable Development Plans or (B) be deemed to be lower than the applicable MVC for such Years as contained in the applicable Development Plans; (ii) any increase Committed Build-Out Costs actually incurred by Provider prior to such Year during the Term, regardless whether or not such amounts are less than, equal to or greater than the applicable Committed Build-Out Estimates for such Years; (iii) the “ANI Increase”Committed Build-Out Estimates contained in the then-current System Budget for the current and future Years; (iv) in Company’s quarterly adjusted net income from operations the Maintenance Capital Estimates (the “ANI”A) for the aggregate previous Years of Company’s Minnesota the Term as contained in the System Budgets applicable to such Years, and Maryland operations over (B) contained in the Q4 then-current System Budget for the current and future Years; (October 1 through December 31v) 2022 ANI Baseline the Operating Expense Estimates (as defined in Exhibit C) plus any annual increase in CPI-U (all itemsA) for the period between June 1, 2023previous Years of the Term as contained in the System Budgets applicable to such Years, and (B) contained in the date then-current System Budget for the current and future Years; (vi) the Historical Capital Expenditures; (vii) the Dedicated Production Estimates; (viii) the then-current Return on Capital; and (ix) the percentage change, from the preceding Year, in the Consumer Price Index as published by the Department of calculation Labor, in the subsection titled “Consumer Price Index for All Urban Consumers” (such operations. Base Fees shall be calculated for each of Company’s fiscal quarters using ANI as described inindex, and calculated in accordance with, Exhibit C. If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent (50%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base FeesCPI”). For the purposes of calculating Additional Base any Recalculation Election and notwithstanding anything in the foregoing to the contrary, (A) no increase or decrease to any Fee resulting solely from a CPI adjustment shall exceed 3.0% for any given Year, and (B) no Fee shall ever be decreased as a result of any applicable CPI percentage change below the original amount of such Fee set forth in Exhibit G-1 for Year 2014. TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**). (h) Except as set forth in Section 4.4(a)(i), any Fees and Final Additional Base Fees, Company recalculated under Section 7.1(g) shall provide Consultant with its determination apply as of January 1st of the ANI Increase attributable Year to Consultant’s services within thirty (30) days which the relevant Updated Development Plan leading to such Recalculation Election first applies, and shall remain in effect for the remainder of the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation Term until such Fees may subsequently be re-calculated pursuant to Section 3.B. If Consultant does not respond to the Fee Attribution Statement within the ten (10) day period (the “Fee Attribution Statement Review Period”7.1(g), Consultant shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth on the Fee Attribution Statement.

Fees. For (a) From and including the services described in Exhibit Bdate hereof until the end of the Availability Period, during the Term of this Agreement Company Borrower agrees to pay Consultant to the Commercial Banks Facility Agent, for the account of the Commercial Bank Lenders under each Tranche, on the last Business Day of each Fiscal Quarter, a sum commitment fee with respect to such Tranche (a “Commitment Fee”) at a rate per annum equal to Twenty Per Cent (20%) (40% of the “Base Fees”) of any increase (Applicable Margin applicable to LIBO Loans on the “ANI Increase”) in Company’s quarterly adjusted net income from operations (average daily amount by which the “ANI”) for Aggregate Tranche Commitment exceeds the aggregate outstanding principal amount of Company’s Minnesota and Maryland operations over the Q4 Commercial Bank Loans made under such Tranche during the Fiscal Quarter (October 1 through December 31or portion thereof) 2022 ANI Baseline (as defined in Exhibit C) plus any annual increase in CPI-U (then ended; provided that all items) for the period between June 1, 2023, and the date of calculation for such operations. Base Commitment Fees shall be calculated for each of Company’s fiscal quarters using ANI as described in, payable in arrears and calculated in accordance with, Exhibit C. If Company determines, acting reasonably and in good faith, that computed on the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent (50%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination basis of the ANI Increase attributable actual number of days elapsed in a year of 365 days, as prorated for any partial quarter, as applicable. Notwithstanding the foregoing, the Borrower will not be required to Consultant’s services within thirty pay any Commitment Fee to any Commercial Bank Lender with respect to any period in which such Commercial Bank Lender was a Defaulting Lender with respect to any Tranche. (30b) days The Borrower agrees to pay or cause to be paid to the Commercial Banks Facility Agent for the account of the end of Company’s fiscal quarter (Commercial Bank Lenders and the “Fee Attribution Statement”) on a form mutually agreeable Commercial Banks Facility Agent, additional fees in the amounts and at the times from time to both Parties. Consultant shall have ten (10) days time agreed to accept or dispute by the Fee Attribution Statement or dispute Company’s calculation Borrower and the Commercial Banks Facility Agent, including pursuant to Section 3.B. If Consultant does not respond to the each Fee Attribution Statement within the ten Letter with a Joint Lead Arranger. (10c) day period (the “Fee Attribution Statement Review Period”), Consultant All Fees shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth be paid on the Fee Attribution Statementdates due in immediately available funds. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. For the services described in Exhibit B, during the Term of this Agreement Company (a) The Borrower agrees to pay Consultant a sum to Lenders having Revolving Exposure: (i) commitment fees equal to Twenty Per Cent (20%1) the average of the daily difference between (a) the “Base Fees”Revolving Commitments and (b) of any increase (the “ANI Increase”) in Company’s quarterly adjusted net income from operations (the “ANI”) for the aggregate principal amount of Company’s Minnesota and Maryland operations over (x) all outstanding Revolving Loans plus (y) the Q4 Letter of Credit Usage, times (October 1 through December 312) 2022 ANI Baseline the Revolving Commitment Fee Percentage; provided, that (as defined in Exhibit Ci) plus any annual increase in CPI-U (all items) for commitment fee accrued with respect to any of the Revolving Commitments of a Defaulting Lender during the period between June prior to the time such Lender became a Defaulting Lender and unpaid at such time shall be payable by the Borrower so long as such commitment fee shall otherwise have been due and payable by the Borrower prior to such time of such Lender becoming a Defaulting Lender and (ii) no commitment fee shall accrue on any of the Revolving Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender; and (ii) letter of credit fees equal to (1) the Applicable Margin for Revolving Loans that are Eurodollar Rate Loans, 2023, times (2) the average aggregate daily maximum amount available to be drawn under all such Letters of Credit (regardless of whether any conditions for drawing could then be met and determined as of the close of business on any date of calculation determination). All fees referred to in this Section 2.11(a) shall be paid to the Administrative Agent at its Principal Office and upon receipt, the Administrative Agent shall promptly distribute to each Lender that has Revolving Exposure its Pro Rata Share thereof. (b) The Borrower agrees to pay directly to the Issuing Bank, for its own account, the following fees: (i) a fronting fee equal to 0.250%, per annum, times the average aggregate daily maximum amount available to be drawn under all Letters of Credit (determined as of the close of business on any date of determination); and (ii) such documentary and processing charges for any issuance, amendment, transfer or payment of a Letter of Credit as are in accordance with the Issuing Bank’s standard schedule for such operations. Base Fees charges and as in effect at the time of such issuance, amendment, transfer or payment, as the case may be. (c) All fees referred to in Section 2.11(a) and 2.11(b)(i) shall be calculated for on the basis of a 360-day year and the actual number of days elapsed and shall be payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each of Company’s fiscal quarters using ANI as described inyear during the Revolving Commitment Period, commencing on the first such date to occur after the Closing Date, and calculated on the Revolving Commitment Termination Date. (d) The Borrower agrees to pay on the Closing Date to each Lender party to this Agreement as a Lender on the Closing Date, as fee compensation for the funding of such Lender’s Loan and unfunded Revolving Commitments, a closing fee in accordance with, Exhibit C. If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent (50%) attributable an amount equal to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination 1.00% of the ANI Increase attributable to Consultantstated principal amount of such Lender’s services within thirty (30) days Tranche B Term Loan and 1.00% of the end stated principal amount of Companysuch Lender’s fiscal quarter funded and unfunded Revolving Commitments (which shall include the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation pursuant to Section 3.B. If Consultant does not respond to the Fee Attribution Statement within the ten (10) day period (the “Fee Attribution Statement Review Period”face amount of any issued and undrawn Letters of Credit), Consultant shall forfeit any dispute rights payable to such Lender from the proceeds of its Loan as and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth when funded on the Fee Attribution StatementClosing Date. Such closing fee shall be in all respects fully earned, due and payable on the Closing Date and non-refundable and non-creditable thereafter. (e) In addition to any of the foregoing fees, the Borrower agrees to pay to Agents such other fees in the amounts and at the times separately agreed upon.

Fees. For (a) The Borrowers agree to pay to the services described Administrative Agent in Exhibit BDollars, for the account of each Tranche A Lender and each Tranche A-1 Lender (in each case pro rata according to the respective Revolving Credit Commitments of all such Lenders), a commitment fee (the “Commitment Fee”) for each day from the Closing Date to the Revolving Credit Termination Date. Each Commitment Fee shall be payable by the Parent Borrower on behalf of the Borrowers (x) quarterly in arrears on the first Business Day of each February, May, August and November (for the three-month period (or portion thereof) ended on such day for which no payment has been received) and (y) on the Revolving Credit Termination Date (for the period ended on such date for which no payment has been received pursuant to clause (x) above), and shall be computed for each day during such period at a rate per annum equal to the Term applicable Commitment Fee Rate in effect on such day on the applicable portion of the Available Commitment in effect on such day. (b) The Borrowers agree to pay to the Administrative Agent in Dollars for the account of the Lenders pro rata on the basis of their respective Letter of Credit Exposure, a fee in respect of each Letter of Credit (the “Letter of Credit Fee”), for the period from the date of issuance of such Letter of Credit to the termination date of such Letter of Credit computed at the per annum rate for each day equal to (i) in the case of a Standby Letter of Credit, the Applicable Margin for LIBOR Loans minus 0.125% per annum and (ii) in the case if a Commercial Letter of Credit, 50% of the Applicable Margin for LIBOR Loans, in each case on the average daily Stated Amount of such Letter of Credit (provided that in no event shall the payment of Letter of Credit Fees in excess of the amounts payable pursuant to the last two sentences of this Agreement Company subclause (b) be required). Except as provided below, such Letter of Credit Fees shall be due and payable (x) quarterly in arrears on the first Business Day of each February, May, August and November and (y) on the date upon which the Total Revolving Credit Commitment terminates and the Letters of Credit Outstanding shall have been reduced to zero. (c) The Borrowers agree to pay to each Letter of Credit Issuer a fee in respect of each Letter of Credit issued by it (the “Fronting Fee”), for the period from the date of issuance of such Letter of Credit to the termination date of such Letter of Credit, computed at the rate for each day equal to 0.125% per annum on the average daily Stated Amount of such Letter of Credit (or at such other rate per annum as agreed in writing between the Parent Borrower and the Letter of Credit Issuer). Such Fronting Fees shall be due and payable by the Parent Borrower on behalf of the Borrowers (x) quarterly in arrears on the first Business Day of each February, May, August and November and (y) on the date upon which the Total Revolving Credit Commitment terminates and the Letters of Credit Outstanding shall have been reduced to zero. (d) The Parent Borrower on behalf of the Borrowers agrees to pay Consultant directly to the Letter of Credit Issuer upon each issuance of, drawing under, and/or amendment of, a sum equal to Twenty Per Cent (20%) (Letter of Credit issued by it such amount as the “Base Fees”) Letter of any increase (the “ANI Increase”) in Company’s quarterly adjusted net income from operations (the “ANI”) for the aggregate of Company’s Minnesota and Maryland operations over the Q4 (October 1 through December 31) 2022 ANI Baseline (as defined in Exhibit C) plus any annual increase in CPI-U (all items) for the period between June 1, 2023, Credit Issuer and the date of calculation for such operations. Base Fees shall be calculated for each of Company’s fiscal quarters using ANI as described in, and calculated in accordance with, Exhibit C. If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent (50%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination of the ANI Increase attributable to Consultant’s services within thirty (30) days of the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant Parent Borrower shall have ten agreed upon for issuances of, drawings under or amendments of, letters of credit issued by it. (10e) days Notwithstanding the foregoing, the Borrowers shall not be obligated to accept or dispute the Fee Attribution Statement or dispute Company’s calculation pay any amounts to any Defaulting Lender pursuant to this Section 3.B. If Consultant does not respond to the Fee Attribution Statement within the ten (10) day period (the “Fee Attribution Statement Review Period”), Consultant shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth on the Fee Attribution Statement4.1.

Fees. For the services described in Exhibit B, during the Term of this Agreement Company (a) Borrower agrees to pay Consultant to Lender a sum facility fee equal to Twenty Per Cent twenty five (2025) basis points (0.25%) of the Maximum Amount (the “Base FeesFacility Fee”). The Facility Fee shall be due and payable on the date hereof and shall be deemed earned and nonrefundable whether or not any Loans are made or any Letters of Credit are issued hereunder. (b) In addition to the payments provided for in subsection (a), Borrower shall pay Lender, an unused commitment fee at the rate of any increase twenty-five basis points (0.25%) per annum on the “ANI Increase”Maximum Amount which was unused (through the extension of Loans or the issuance of Letters of Credit) calculated on the basis of actual days elapsed in Company’s quarterly adjusted net income from operations (a year consisting of 360 days and payable in arrears on the “ANI”) first Business Day of each calendar quarter for the aggregate preceding calendar quarter. For purposes of Companythis Section 2.12(b), the fee shall be calculated on a daily basis. Borrower and Lender acknowledge and agree that the unused commitment fees payable hereunder are bona fide unused commitment fees and are intended as reasonable compensation to Lender for committing to make funds available to Borrower as described herein and for no other purposes. (c) Borrower agrees to pay (i) to Lender a participation fee with respect to its issuance of Letters of Credit, which shall accrue at 1.65% per annum on the average daily amount of Lender’s Minnesota and Maryland operations over the Q4 LC Exposure (October 1 through December 31excluding any portion thereof attributable to unreimbursed LC Disbursements) 2022 ANI Baseline (as defined in Exhibit C) plus any annual increase in CPI-U (all items) for during the period between June 1, 2023from and including the issuance date of a Letter of Credit to but excluding the date on which Lender ceases to have any LC Exposure, and (ii) to Lender an issuance fee, which shall be equal to the higher of (A) $500, and (B) 0.125% on the LC Exposure of each Letter of Credit on the date of calculation issuance thereof (such 0.125% not to exceed $1500 for such operationsany individual Letter of Credit). Base Fees Participation fees accrued through and including the last day of March, June, September and December of each year shall be calculated for each of Company’s fiscal quarters using ANI as described in, and calculated in accordance with, Exhibit C. If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent (50%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination of the ANI Increase attributable to Consultant’s services within thirty (30) days of the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation pursuant to Section 3.B. If Consultant does not respond to the Fee Attribution Statement within the ten (10) day period (the “Fee Attribution Statement Review Period”), Consultant shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth payable on the Fee Attribution Statementthird Business Day following such last day, commencing on the first such date to occur after the issuance of a Letter of Credit; provided that all such fees shall be payable on the date on which the Loans terminate and any such fees accruing after the date on which the Loans terminate shall be payable on demand. Issuance fees shall be due and payable on the date of issuance of each Letter of Credit. All participation fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to Lender. Fees paid shall not be refundable under any circumstances.

Fees. For 34.2.1 each Party which is not a Pool Member (other than the services described Settlement System Administrator, the Pool Funds Administrator, the Grid Operator and the Ancillary Services provider) shall pay the Settlement System Administrator a fee in Exhibit B, during respect of the Term provision to such Party of all data and other information which is required by the terms and conditions of this Agreement Company agrees to pay Consultant be made available to it by the Settlement System Administrator save where there is a sum equal specific provision in this Agreement for payment in respect of such data or other information. Such fee shall be an amount (exclusive of Untied Kingdom Value Added Tax) determined by the Executive Committee in consultation with the Settlement System Administrator to Twenty Per Cent (20%) (the “Base Fees”) of any increase (the “ANI Increase”) in Company’s quarterly adjusted net income from operations (the “ANI”) for be the aggregate of Company’s Minnesota (a) the cost to the Settlement System Administrator of providing all such data and Maryland operations over the Q4 (October 1 through December 31) 2022 ANI Baseline other information or (as defined the case may be) such of it as is requested by such Party, (b) the Permitted margin and (c) such additional amount (if any) as the Executive Committee shall from time to time determine. Such fee shall be payable quarterly in Exhibit C) plus any annual increase in CPI-U (all items) for arrears within 15 days after the issue by the Settlement System Administrator of an invoice therefor or within such other period between June 1, 2023, as may be agreed from time to time by the relevant Party and the date of calculation for Settlement System Administrator. All such operations. Base Fees payments shall be calculated for each made in sterling in cleared funds in full without set- off or counter-claim, withholding or deduction of Company’s fiscal quarters using ANI as described inany kind whatsoever but without prejudice to any other remedy. In the event of any dispute regarding payment of such fees, and calculated no Party may withhold payment of any invoiced amount but may refer such dispute regarding payment of such fees, no Party may withhold payment of any invoiced amount but may refer such dispute to arbitration in accordance with, Exhibit C. If Company determines, acting reasonably and in good faith, that with Clause 83 following payment. The provisions of Section 2.3 of Part C of Schedule 4 shall apply mutatis mutandis to any amount due to the quarterly ANI Increase for a given fiscal quarter Settlement System Administrator pursuant to this Clause 34.2.1 which is at least Fifty Per Cent (50%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (not received on the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). due date. 34.2.2 For the purposes of calculating Additional this Clause 34.2 "Permitted Margin" means in respect of any amount (the "Base Fees and Final Additional Amount"), such amount as, when added to the Base FeesAmount, Company shall provide Consultant with its determination is equal to x per cent. of the ANI Increase attributable sum of such amount and the Base Amount, where x is equal to Consultant’s services within thirty (30) days the mid-range figure for the Net ▇▇▇▇▇▇ of the end Settlements Business referred to in Section 8.1 of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation pursuant to Section 3.B. If Consultant does not respond to the Fee Attribution Statement within the ten (10) day period (the “Fee Attribution Statement Review Period”), Consultant shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth on the Fee Attribution StatementPart C of Schedule 4.

Fees. For the services described in Exhibit B, during the Term of this Agreement Company (a) Borrower agrees to pay Consultant to Lenders having Revolving Exposure (for purposes of clarity, excluding the Issuing Bank, in its capacity as such): (i) commitment fees accruing at 0.50% per annum on the average of the daily difference between (a) the Revolving Commitments, and (b) the aggregate principal amount of (x) all outstanding Revolving Loans (for the avoidance of doubt, excluding Swing Line Loans) plus (y) the Letter of Credit Usage; and (ii) letter of credit fees accruing at the Applicable Margin for Revolving Loans that are Eurodollar Rate Loans on the average aggregate daily maximum amount available to be drawn under all such Letters of Credit (regardless of whether any conditions for drawing could then be met and determined as of the close of business on any date of determination). Notwithstanding the foregoing, any commitment fee which accrued with respect to the Revolving Commitment of a sum 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 Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by Borrower prior to such time; and provided, further, that no such commitment fee shall accrue on the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. All fees referred to in this Section 2.11(a) shall be paid to Administrative Agent at its Principal Office and upon receipt, Administrative Agent shall promptly distribute to each Lender its Pro Rata Share thereof. (b) Borrower agrees to pay directly to Issuing Bank, for its own account, the following fees: (i) a fronting fee accruing at 0.25% per annum on the average aggregate daily maximum amount available to be drawn under all Letters of Credit (determined as of the close of business on any date of determination); and CG&R Draft Last Saved: 02/0620/2013 14:3244 pm 10174795v19 (ii) such documentary and processing charges for any issuance, amendment, transfer or payment of a Letter of Credit as are in accordance with Issuing Bank’s standard schedule for such charges and as in effect at the time of such issuance, amendment, transfer or payment, as the case may be. (c) Borrower agrees to pay on the Third Restatement Date to Administrative Agent, for the account of each Lender party to this Agreement as a Lender on Third Restatement Date, as fee compensation for the funding of such Lender’s Tranche B Term Loans, a closing fee in an amount equal to Twenty Per Cent the percentage of the stated principal amount of such Lender’s Tranche B Term Loans set forth in Schedule 2.11(c) payable to such Lender from the proceeds of its Tranche B Term Loan as and when funded on the Third Restatement Date. Such closing fee will be in all respects fully earned, due and payable on the Third Restatement Date and non-refundable and non-creditable thereafter. (20%d) All fees referred to in Section 2.11(a) and 2.11(b)(i) shall be calculated on the basis of a 360-day year and the actual number of days elapsed and shall be payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year during the Revolving Commitment Period, commencing on March 31, 2012, and on the Revolving Commitment Termination Date. (e) In addition to any of the “Base Fees”foregoing fees, Borrower agrees to pay to Agents such other fees in the amounts and at the times separately agreed upon. (f) of any increase (Borrower agrees to pay on the “ANI Increase”) in Company’s quarterly adjusted net income from operations (the “ANI”) Series A Tranche B Term Loan Funding Date to Administrative Agent, for the account of each New Term Loan Lender party to the Series A Tranche B Term Loan Joinder Agreement, as fee compensation for the funding of such New Term Loan Lender’s Series A Tranche B Term Loans, a closing fee in an amount equal to 2.50% of the aggregate principal amount of Companysuch New Term Loan Lender’s Minnesota and Maryland operations over Series A Tranche B Term Loans funded as of the Q4 Series A Tranche B Term Loan Funding Date. (October 1 through December 31g) 2022 ANI Baseline Borrower agrees to pay on the Series B Tranche B Term Loan Funding Date to Administrative Agent, for the account of each New Term Loan Lender party to the Series B Tranche B Term Loan Joinder Agreement, as fee compensation for the funding of such New Term Loan Lender’s Series B Tranche B Term Loans, a closing fee in an amount equal to 2.00% of the aggregate principal amount of such New Term Loan Lender’s Series B Tranche B Term Loans funded as of the Series B Tranche B Term Loan Funding Date. (h) Borrower agrees to pay on New Revolving Loan Commitment Effective Date to Administrative Agent, for the account of each New Revolving Loan Lender party to the Revolving Loan Commitment Increase Joinder Agreement, as fee compensation for the commitments of such New Revolving Loan Lender’s New Revolving Loan Commitments (as defined in Exhibit Cthe Revolving Loan Commitment Increase Joinder Agreement), a closing fee in an amount equal to 1.00% of the aggregate principal amount of such New Revolving Loan Lender’s New Revolving Loan Commitments as of the New Revolving Loan Commitment Effective Date. (i) plus any annual increase Borrower agrees to pay on the Series C Tranche B Term Loan Funding Date to Administrative Agent, for the account of each New Term Loan Lender party to the Series C Tranche B Term Loan Joinder Agreement, (1) as fee compensation for the funding of such New Term Loan Lender’s Series C Tranche B Term Loans, a closing fee in CPI-U an amount equal to 0.50% of the aggregate principal amount of such New Term Loan Lender’s Series C Tranche B Term Loans funded as of the Series C Tranche B Term Loan Funding Date, and (all items2) a nonrefundable ticking fee on the amount of such New Term Loan Lender’s respective New Term Loan Commitment (as in effect on such date), for the period between June 1CG&R Draft Last Saved: 02/0620/2013 14:3244 pm 10174795v19 from October 4, 20232012 to but excluding the Series C Tranche B Term Loan Funding Date, at a rate per annum, calculated on the basis of a year of 360 days and the actual number of days expired during the applicable period, equal to 3.25%. (j) Borrower agrees to pay on the Amendment No. 3 Effective Date to the Administrative Agent, for the account of (i) each New Term Loan Lender (as defined in Amendment No. 3) party to Amendment No. 3, as fee compensation for the funding of such New Term Loan Lender’s Series A-1 Tranche A Term Loans, a closing fee in an amount equal to 0.10% of the aggregate principal amount of such New Lender’s Series A-1 Tranche A Term Loans funded on the Amendment No. 3 Effective Date, and (ii) each New Revolving Loan Lender (as defined in Amendment No. 3) party to Amendment No. 3, as fee compensation for the date establishment of calculation for the New Revolving Loan Commitments (as defined in Amendment No. 3) of such operationsNew Revolving Loan Lender, a closing fee in an amount equal to 0.10% of the aggregate principal amount of the New Revolving Commitments of such New Revolving Loan Lender established as of the Amendment No. Base Fees 3 Effective Date; provided that, notwithstanding the foregoing, (x) the closing fee payable to any New Term Loan Lender in respect of Exchanged Series A-1 Tranche A Term Loans (as defined in Amendment No. 3) shall be calculated for each 0.10% of Company’s fiscal quarters using ANI as described inthe aggregate principal amount of such Exchanged Series A-1 Tranche A Term Loans, and calculated (y) with respect to any New Revolving Loan Lender that had outstanding Revolving Commitments immediately prior to the Amendment No. 3 Effective Date, the closing fee payable to such New Revolving Loan Lender in accordance with, Exhibit C. If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent (50%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination respect of the ANI Increase attributable aggregate principal amount of its New Revolving Loan Commitments that are equal to Consultant’s services within thirty (30) days or less than the aggregate principal amount of its Revolving Commitments that were outstanding immediately prior to the Amendment No. 3 Effective Date shall be 0.10% of the end aggregate principal amount of Company’s fiscal quarter (its New Revolving Loan Commitments established as of the “Fee Attribution Statement”) on a form mutually agreeable to both PartiesAmendment No. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation pursuant to Section 3.B. If Consultant does not respond to the Fee Attribution Statement within the ten (10) day period (the “Fee Attribution Statement Review Period”), Consultant shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth on the Fee Attribution Statement3 Effective Date.

Fees. For (a) Borrowers shall pay to GE Capital, individually, the services described Fees specified in Exhibit that certain fee letter of even date herewith among Borrowers and GE Capital (the "GE CAPITAL FEE LETTER"), at the times specified for payment therein. (b) As additional compensation for the Revolving Lenders, Borrowers shall pay to Agent, for the ratable benefit of such Lenders, in arrears, on the first Business Day of each month prior to the Commitment Termination Date and on the Commitment Termination Date, a Fee for Borrowers' non-use of available funds in an amount equal to (i) the Applicable Unused Line Fee Margin (calculated on the basis of a 360 day year for actual days elapsed) MULTIPLIED BY (ii) (A) the Maximum Amount (as in effect from time to time) MINUS (B, ) the average for the period of the daily closing balances of the aggregate Revolving Loan and the Swing Line Loan outstanding during the Term period for which such Fee is due. (c) If Borrowers prepay the Revolving Loan and terminate the Revolving Loan Commitment, whether voluntarily or involuntarily and whether before or after acceleration of this Agreement Company agrees the Obligations, then Borrowers shall pay to pay Consultant a sum Agent, for the benefit of Lenders as liquidated damages and compensation for the costs of being prepared to make funds available hereunder an amount equal to Twenty Per Cent (20%i) (the “Base Fees”) of any increase (the “ANI Increase”) in Company’s quarterly adjusted net income from operations (the “ANI”) for the aggregate of Company’s Minnesota and Maryland operations over the Q4 (October 1 through December 31) 2022 ANI Baseline Applicable Percentage (as defined below) MULTIPLIED BY (ii) the Revolving Loan Commitment. As used herein, the term "APPLICABLE PERCENTAGE" shall mean (1) two percent (2%), in Exhibit C) plus any annual increase in CPI-U (all items) for the period between June 1, 2023case of a prepayment on or prior to the first anniversary of the Closing Date, and (2) one percent (1%), in the date case of calculation for such operationsa prepayment after the first anniversary of the Closing Date but on or prior to the second anniversary thereof. Base Fees Notwithstanding the foregoing, no prepayment fee shall be calculated for each of Company’s fiscal quarters using ANI as described in, and calculated in accordance with, Exhibit C. If Company determines, acting reasonably and in good faithpayable by Borrowers upon a mandatory prepayment made pursuant to SECTIONS 1.3(b) or 1.16(c); PROVIDED, that Borrowers do not permanently reduce the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent (50%) attributable to Consultant’s services described Revolving Loan Commitment upon any such prepayment and, in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) the case of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination of the ANI Increase attributable to Consultant’s services within thirty (30) days of the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation prepayments made pursuant to Section 3.B. If Consultant does not respond SECTIONS 1.3(b)(ii) or (b)(iii), the transaction giving rise to the Fee Attribution Statement within the ten (10) day period (the “Fee Attribution Statement Review Period”), Consultant shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth on the Fee Attribution Statementapplicable prepayment is expressly permitted under SECTION 6.

Fees. For 8.1 Under the services described Scheme, the Guarantor shall charge a fee in Exhibit B, during the Term respect of this Agreement Company agrees to pay Consultant each Guaranteed Liability (each a sum equal to Twenty Per Cent (20%) (“Fee” and together the “Base Fees”) ). 8.2 Each Participating Institution shall pay the Fees applicable to it to the Scheme Operator (on behalf of any increase (the “ANI Increase”) in Company’s quarterly adjusted net income from operations (Guarantor). 8.3 Each Participating Institution is responsible for calculating the “ANI”) for Fees payable by it and shall take all practicable steps to ensure that it calculates correctly the aggregate amount of Company’s Minnesota Fees payable by it and Maryland operations over shall immediately notify the Q4 (October 1 through December 31) 2022 ANI Baseline (as defined in Exhibit C) plus any annual increase in CPI-U (all items) for Scheme Operator if it becomes aware that this is not, or may not, be the period between June 1, 2023, and the date of calculation for such operationscase. Base The Fees shall be calculated for each and shall be due and payable in accordance with the Scheme and these Rules. The level of Company’s fiscal quarters using ANI as described inFees in effect on the date of commencement of the Scheme are set out in Annex 7. 8.4 An additional sum may be charged by the Guarantor, and calculated shall be paid by each Participating Institution to the Scheme Operator on behalf of the Guarantor, in accordance withrelation to any non-euro denominated Guaranteed Liability. 8.5 The Fees shall be payable to the Scheme Operator in the currency in which the relevant Guaranteed Liability is denominated. 8.6 Save in respect of Guaranteed Liabilities issued under Guaranteed CP/CD Programmes and Guaranteed Deposits, Exhibit C. If Company determines, acting reasonably each Fee shall accrue on an actual/actual basis over the period commencing on (and in good faith, that including) the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent (50%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) date of ANI Increase issue of the Guaranteed Liability (the “Additional Base FeesStart Date ”). If Company determines) and ending on (but excluding) the next succeeding Payment Date and thereafter, acting reasonably from (and including) each Payment Date to (but excluding) the next succeeding Payment Date or, if earlier, the maturity date of the Guaranteed Liability. 8.7 In relation to Guaranteed Liabilities issued under Guaranteed CP/CD Programmes and Guaranteed Deposits, each Fee shall accrue on an actual/actual basis over the period commencing on (and including) the earlier of: (i) the date of the earliest Eligible Liability Guarantee Certificate issued to such Participating Institution in good faith, respect of a Guaranteed CP/CD Programme; and (ii) the date that the quarterly ANI Increase first Guaranteed Deposit was taken by such Participating Institution and ending on (but excluding) the Guarantee Expiry Date. 8.8 All of the Fees accrued during the periods referred to in Rule 8.6 shall be due and payable in arrears on the Payment Date immediately succeeding the last day of the relevant period. In the case of a Guaranteed CP/CD Programme and Guaranteed Deposits, the Fees accruing during the periods referred to in Rule 8.7 shall be payable in arrears on each Payment Date in respect of the average principal outstanding under such Guaranteed CP/CD Programme or in respect of such Guaranteed Deposits during the relevant period. The Scheme Operator may agree with a Participating Institution an alternative date for payment of Fees incurred during any period, and may require such Participating Institution to pay an appropriate rate of interest to the Scheme Operator for the period from the scheduled Payment Date to the date of actual payment of the Fees. 8.9 Fees shall be payable to an account nominated by the Scheme Operator on the Payment Dates. 8.10 In all cases, if a given fiscal quarter Guaranteed Liability is at least Seventy-Five Per Cent (75%) attributable not denominated in euro and the Payment Date is not a Currency Business Day in respect of the currency of payment, the payment shall be made on the next following Currency Business Day. 8.11 On each Payment Date, each Participating Institution shall provide to Consultantthe Scheme Operator a statement, in a form acceptable to the Scheme Operator, detailing all Fees paid or payable by it on such Payment Date. Such statement shall be certified by the relevant Participating Institution’s services described external auditors in Exhibit Ba form specified by the Guarantor. On request, Company shall pay Consultant an additional sum up a Participating Institution will meet with the Scheme Operator to Seven discuss the statement and a Half Per Cent (7.5%) the level of ANI Increase (Fees paid and any disputes as to the “Final Additional Base amount of such Fees”). For In respect of any disputes concerning the purposes amount of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination the decision of the ANI Increase attributable to Consultant’s services within thirty Guarantor shall (30save in the case of manifest or proven error) days of be final and binding and the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant Participating Institutions shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation pursuant to Section 3.B. If Consultant does not respond promptly pay to the Fee Attribution Statement within Scheme Operator any additional amounts which the ten (10) day period (the “Fee Attribution Statement Review Period”), Consultant shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth on the Fee Attribution StatementScheme Operator decides are payable.

Fees. For 5.1 As compensation for the services described Services, Client shall pay to Priority Healthcare the fees (the "Fees") set forth in Exhibit B, during D and Exhibit D-1 (the Term of "Fee Schedule"). 5.2 Priority Healthcare shall issue an invoice to Client for the Services rendered under this Agreement Company agrees to pay Consultant on a sum equal to Twenty Per Cent (20%) (the “Base Fees”) of any increase (the “ANI Increase”) monthly basis in Company’s quarterly adjusted net income from operations (the “ANI”) for the aggregate of Company’s Minnesota and Maryland operations over the Q4 (October 1 through December 31) 2022 ANI Baseline (as defined in Exhibit C) plus any annual increase in CPI-U (all items) for the period between June 1, 2023, and the date of calculation for such operationsarrears. Base Fees shall be calculated for each of Company’s fiscal quarters using ANI as described in, and calculated in accordance with, Exhibit C. If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter Payment is at least Fifty Per Cent (50%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination of the ANI Increase attributable to Consultant’s services due within thirty (30) days of receipt by Client of the end invoice. If any undisputed invoice is not paid within such thirty (30) day period, Priority Healthcare may impose a service charge on the unpaid amount calculated at the rate of Company’s fiscal quarter [***]% per month (or the “maximum rate permitted by law if such rate is less than [***]% per month) until such amount is paid in full. Client may withhold payment of amounts it disputes in good faith, and such amounts shall not be subject to this service charge, unless it is ultimately determined that Client withheld payment that was properly owed under this Agreement (in which case, the service charge shall apply). In the case of a good faith dispute concerning an invoice, the Parties shall continue to perform hereunder pending resolution of the dispute in accordance with the terms set forth herein; provided, however if such dispute is not resolved within thirty (30) days from the date it was first discussed by the Parties and such invoice payment is a material amount, then senior management of both parties (i.e., Client's Chief Financial Officer and Priority Healthcare's Pharma Services President) shall work in good faith and expeditiously, as appropriate under the circumstances, to address the concerns prompting the payment dispute and to determine whether an amicable resolution is feasible. If such dispute cannot be resolved amicably between the parties, then such dispute shall be submitted to arbitration pursuant to terms and conditions set forth in Section 16.2 of the Agreement for resolution, and Priority Healthcare shall not be entitled to suspend the Services under this Agreement until the sooner of (i) resolution of the arbitration, or (ii) forty-five (45) days from the date of Priority Healthcare's original notice of its intention to suspend services. [***] Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 5.3 The monthly fixed Fee Attribution Statement”is reflective of up to [***] pallet spaces. A one time $[***] Fee will be charged for each additional pallet position beyond [***]. The monthly fixed Fee will be increased by $[***]per pallet position beyond [***]. [***] pallet positions is the minimum pallet position increase. 5.4 The Fees set forth in Section 5.3 and Exhibits D and D-1 shall be fixed for the Term of the Agreement, and changes or additions to the Services shall not result in additional charges to Client, except pursuant to this Section 5.4 and 5.5 herein or as otherwise expressly stated herein. In the event that a Change Request represents a material change to the Services, Priority Healthcare shall, within two (2) business days of Client's submission of such Change Request, propose a change to its Fees under this Agreement. Exhibit E sets forth many of Priority Healthcare's standard additional rates, which the Parties agree will be used to determine the adjustment to the Fees in the event of a material change. If the Change Request involves a service for which there is no applicable rate specified on Exhibit E, then the Parties will mutually agree upon a form standard rate for such service that involves a material change. Client will consider, and the Parties shall negotiate such a proposed change in Fees in good faith regarding the material change. All such mutually agreeable agreed-upon fees relating to the material change shall be deemed a part of the Fee Schedule for purposes of this Agreement, and shall be memorialized in writing by both Parties. Consultant Priority Healthcare shall have ten no obligation to implement a Change Request involving a material change prior to mutual agreement of the Fees pursuant to the foregoing. For purposes of this Agreement, the term "material change" means a request that requires: (10a) a process or procedural change that results in an either a one-time or ongoing increase in labor usage; (b) a physical modification to the warehouse facility to support the requested change; or (c) a system or application change that requires Priority Healthcare's Information Technology department to recompile, modify, or supplement the programming code. 5.5 Notwithstanding the terms set forth above in Section 5.4, if the adoption of any applicable law or regulation (or any material change in the interpretation or administration thereof), or the occurrence of an unforeseen circumstances beyond Priority Healthcare's reasonable control, results in a material change (as defined in Section 5.4), then Priority Healthcare shall be entitled to a Fee adjustment, the amount to be mutually agreed upon in good faith by the parties. The parties shall work together in good faith regarding the appropriate Fee adjustment based on the particular circumstances. Priority Healthcare shall endeavor to leverage efficiencies available to Priority Healthcare to minimize the amount of Fee increase. If the parties are unable to mutually agree upon the appropriate Fee adjustment, then Client shall have the right to terminate this Agreement within three hundred sixty (360) days upon prior written notice to accept or dispute Priority Healthcare; provided, if such termination by Client occurs during the Fee Attribution Statement or dispute Company’s calculation pursuant to four year Term referenced in Section 3.B. If Consultant does 6.1 below, then Client shall pay Priority Healthcare [***] through the three hundred sixty day program closeout period, employee severance fees of not respond to the Fee Attribution Statement within the ten more than [***] dollars (10) day period (the “Fee Attribution Statement Review Period”$[***]), Consultant shall forfeit and [***] months of rent and utilities post program closeout. 5.6 Priority Healthcare and Client will work together in good faith to optimize efficiencies over the term of this Agreement. The Parties will work to share in any dispute rights and Company shall make any payment objectively measurable economic benefit derived from such operational efficiencies. 5.7 Priority Healthcare will perform the Services in accordance with the Key Performance Indicators set forth in Exhibit B. In the event Priority Healthcare fails to meet a particular Key Performance Indicator for Additional Base Fees and Final Additional Base two (2) consecutive months, Client may offset a credit against Priority Healthcare's Fees in accordance with its calculation Section 5.8, unless Priority Healthcare can reasonably demonstrate that such failure resulted from (a) the adoption of any applicable law or regulation (or any material change in the interpretation or administration thereof), (b) unforeseen circumstances beyond Priority Healthcare's reasonable control, or (c) excess Forecast volumes described in Section 2.5 hereof or from Client's failure to timely provide Priority Healthcare with Forecasts pursuant to Section 2.4 hereof. [***] Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 5.8 Performance credits will be instituted on a monthly basis following the second consecutive month for which a Key Performance Indicator has not been met, with the credit being applied for one month. The amount of such credits are set forth on in Exhibit B. Total performance credits for any month shall not exceed [***]% of the Fee Attribution StatementFees payable under the Agreement for such month.

Fees. For the services described in Exhibit B(a) Each Borrower, during the Term of this Agreement Company jointly and severally, agrees to pay Consultant a sum to the Administrative Agent, all the Fees set forth in the Fee Letter. (b) Each Borrower, jointly and severally, agrees to pay to Revolving Agent, for the ratable account of the Revolving Lenders, an unused line fee (the “Unused Line Fee”) in an amount equal to Twenty Per Cent (20%i) (1) 4.00% times (2) the lesser of (A) $20,000,000 and (B) $20,000,000 less the Average Revolver Usage during the immediately preceding quarter (which shall not be less than zero) (the lesser of clauses (A) and (B), the “Base FeesFirst Unused Amount”) plus (ii) (1) 0.50% times the result of any increase (2) the aggregate amount of the Revolver Commitments less the Average Revolver Usage during the immediately preceding quarter (or portion thereof) less the First Unused Amount (if any) that accrued an Unused Line Fee pursuant to clause (b)(i) above, which Unused Line Fee shall be due and payable quarterly in arrears, on the first Business Day of each calendar quarter from and after the Closing Date and on the date on which (X) the Obligations are paid in full in cash and (y) the Revolver Commitments are otherwise terminated in accordance with the terms hereof. (c) Each Borrower, jointly and severally, agrees to pay to the Administrative Agent, from and following the Closing Date and until the Delayed Draw Term Commitment Expiry Date, for the benefit of all Lenders with a Delayed Draw Term Commitment Amount, in accordance with their respective Pro Rata Shares, an unused commitment fee (the “ANI IncreaseUnused DDTL Fee”) in Company’s an amount equal to (1) the average daily amount of the remaining Delayed Draw Term Commitment during the preceding quarter multiplied by (2) 0.50% per annum, which Unused DDTL Fee shall be due and payable quarterly adjusted net income in arrears, on the first Business Day of each calendar quarter from operations (and after the “ANI”) for the aggregate of Company’s Minnesota Closing Date and Maryland operations over the Q4 (October 1 through December 31) 2022 ANI Baseline (as defined in Exhibit Capplicable) plus any annual increase in CPI-U (all items) for the period between June 1, 2023, and on the date of calculation for such operations. Base Fees shall be calculated for each of Company’s fiscal quarters using ANI as described in, on which (X) the Obligations are paid in full in cash and calculated in accordance with, Exhibit C. If Company determines, acting reasonably and in good faith, that (y) the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent (50%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination of the ANI Increase attributable to Consultant’s services within thirty (30) days of the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation pursuant to Section 3.B. If Consultant does not respond to the Fee Attribution Statement within the ten (10) day period (the “Fee Attribution Statement Review Period”), Consultant shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees Delayed Draw Term Commitments are otherwise terminated in accordance with its calculation set forth on the Fee Attribution Statementterms hereof (including the Delayed Draw Term Commitment Expiry Date). A Delayed Draw Term Lender that is a Defaulting Lender shall not be entitled to receive any Unused DDTL Fees, for any period during which that Delayed Draw Term 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).

Fees. For Section 2.12 of the services described Agreement is hereby amended by substituting the following new clauses (a) and (b) in Exhibit Blieu of the like existing clauses (a) and (b), respectively: (a) The Borrower agrees to pay to the Administrative Agent a commitment fee for the account of each Revolving Lender, which shall accrue at the Applicable Rate on the daily amount of the undrawn portion of the Revolving Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which the Lenders’ Revolving Commitments terminate; it being understood that the LC Exposure of a Lender shall be included and the Swingline Exposure of a Lender shall be excluded in the drawn portion of the Revolving Commitment of such Lender for purposes of calculating the commitment fee. Accrued commitment fees shall be payable in arrears on the fifteenth (15th) day of January, April, July, and October of each year and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any commitment fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. All commitment fees shall be computed on the basis of a year of three hundred sixty (360) days and shall be payable for the actual number of days elapsed (including the first (1st) day and the last day of each period but excluding the date on which the Revolving Commitments terminate). (b) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in each outstanding Letter of Credit, which shall accrue on the daily maximum stated amount then available to be drawn under such Letter of Credit at the same Applicable Rate used to determine the interest rate applicable to Term Benchmark Revolving Loans, during the Term period from and including the Effective Date to but excluding the later of this Agreement Company agrees to pay Consultant a sum equal to Twenty Per Cent (20%) (the “Base Fees”) of any increase (the “ANI Increase”) in Companydate on which such ▇▇▇▇▇▇’s quarterly adjusted net income from operations (the “ANI”) for the aggregate of Company’s Minnesota and Maryland operations over the Q4 (October 1 through December 31) 2022 ANI Baseline (as defined in Exhibit C) plus any annual increase in CPI-U (all items) for the period between June 1, 2023, Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank for its own account a fronting fee with respect to each Letter of calculation for Credit issued by such operationsIssuing Bank, which shall accrue at the rate of one eighth percent (1/8%) per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure with respect to Letters of Credit issued by such Issuing Bank, as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment or extension of any Letter of Credit and other processing fees, and other standard costs and charges, of such Issuing Bank relating to Letters of Credit as from time to time in effect. Base Fees Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be calculated for each of Company’s fiscal quarters using ANI as described inpayable on the fifteenth (15th) day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and calculated in accordance with, Exhibit C. If Company determines, acting reasonably and in good faith, that any such fees accruing after the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent (50%) attributable date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to Consultant’s services described in Exhibit B, Company an Issuing Bank pursuant to this paragraph shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination of the ANI Increase attributable to Consultant’s services be payable within thirty (30) days of the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant shall have ten (10) days to accept or dispute after demand. All participation fees and fronting fees shall be computed on the Fee Attribution Statement or dispute Company’s calculation pursuant to Section 3.B. If Consultant does not respond to basis of a year of three hundred sixty (360) days and shall be payable for the Fee Attribution Statement within actual number of days elapsed (including the ten first (101st) day period (but excluding the “Fee Attribution Statement Review Period”last day), Consultant shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth on the Fee Attribution Statement.

Fees. For (a) The Borrower shall pay to the services described in Exhibit B, during the Term of this Agreement Company agrees Administrative Agent for distribution to pay Consultant each Bank a sum equal to Twenty Per Cent (20%) commitment fee (the “Base Fees”) of any increase (the “ANI Increase”) in Company’s quarterly adjusted net income from operations (the “ANICommitment Fee”) for the aggregate period from the Effective Date to but not including the date the Total Revolving Loan Commitment has been terminated, computed at a rate for each day equal to 0.50% per annum on the daily Unutilized Revolving Loan Commitment of Company’s Minnesota such Bank. Accrued Commitment Fees shall be due and Maryland operations over the Q4 (October 1 through December 31) 2022 ANI Baseline (as defined payable in Exhibit C) plus any annual increase in CPI-U (all items) for the period between June 1, 2023, arrears on each Quarterly Payment Date and the date of calculation for such operations. Base Fees shall be calculated for each of Company’s fiscal quarters using ANI as described in, and calculated in accordance with, Exhibit C. If Company determines, acting reasonably and in good faith, that upon which the quarterly ANI Increase for a given fiscal quarter Total Revolving Loan Commitment is at least Fifty Per Cent (50%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”)terminated. For the purposes of calculating Additional Base Fees and Final Additional Base Feesthis Section, Company the Revolving Loan Commitment of a Defaulting Bank shall provide Consultant with its determination be deemed to be fully utilized so long as such Bank is a Defaulting Bank. (b) The Borrower shall pay to the Administrative Agent for the account of the ANI Increase attributable to Consultant’s services within thirty Banks (30other than a Defaulting Bank) days pro rata on the basis of the end their Percentages, a fee in respect of Company’s fiscal quarter each Letter of Credit (the “Fee Attribution StatementLetter of Credit Fee”) on computed at a form mutually agreeable to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation pursuant to Section 3.B. If Consultant does not respond rate per annum equal to the Fee Attribution Statement within Applicable Eurodollar Margin then in effect on the ten daily Stated Amount of such Letter of Credit. Accrued Letter of Credit Fees shall be due and payable quarterly in arrears on each Quarterly Payment Date and upon the first day after the termination of the Total Revolving Loan Commitment upon which no Letters of Credit remain outstanding. (10c) day period The Borrower shall pay to the Administrative Agent for the account of the respective Letter of Credit Issuer a fee in respect of each Letter of Credit issued by such Letter of Credit Issuer (the “Facing Fee”) computed at the rate of 1/4 of 1% per annum on the daily Stated Amount of such Letter of Credit; provided, that in no event shall the annual Facing Fee Attribution Statement Review Period”)with respect to each Letter of Credit be less than $500; it being agreed that, Consultant on the date of issuance of any Letter of Credit and on each anniversary thereof prior to the termination of such Letter of Credit, if $500 will exceed the amount of Facing Fees that will accrue with respect to such Letter of Credit for the immediately succeeding 12-month period, the full $500 shall forfeit any dispute rights be payable on the date of issuance of such Letter of Credit and Company on each such anniversary thereof prior to the termination of such Letter of Credit. Except as provided in the immediately preceding sentence, accrued Facing Fees shall make any be due and payable quarterly in arrears on each Quarterly Payment Date and upon the first day after the termination of the Total Revolving Loan Commitment upon which no Letters of Credit remain outstanding. (d) The Borrower hereby agrees to pay directly to the respective Letter of Credit Issuer upon each issuance of, payment under, and/or amendment of, a Letter of Credit issued by it such amount as shall at the time of such issuance, payment or amendment be the administrative charge which such Letter of Credit Issuer is customarily charging for Additional Base issuances of, payments under or amendments of, letters of credit issued by it. (e) The Borrower shall pay to the Administrative Agent, for its own account, such fees as may be agreed to from time to time between the Borrower and the Administrative Agent, when and as due. (f) All computations of Fees and Final Additional Base Fees shall be made in accordance with its calculation set forth on the Fee Attribution StatementSection 12.07(b).

Fees. For (a) ASI agrees to pay, or cause one or more of the services described in Exhibit BBorrowers to pay, to each Lender, through the Administrative Agent, and to the Administrative Agent, on the date hereof and on the Effective Date (to the extent not previously paid), the fees (the "Upfront Fees") separately agreed to be payable by ASI to each such Lender and to the Administrative Agent on the Effective Date. (b) ASI agrees to pay, or cause one or more of the Borrowers to pay, to the U.S. $ Revolving Credit Lenders and the Multi-Currency Revolving Credit Lenders, as appropriate, through the Administrative Agent, on the last day of February, May, August and November of each year and on the date on which the U.S. $ Revolving Credit Commitments of the U.S. $ Revolving Credit Lenders and the Multi-Currency Revolving Credit Commitments of the Multi-Currency Revolving Credit Lenders shall be terminated as provided herein, a commitment fee (a "Commitment Fee") of 0.375% per annum on the average daily unused amount of the Total U.S. $ Revolving Credit Commitment and the Total Multi- Currency Revolving Credit Commitment, as applicable, during the Term preceding quarter (or shorter period commencing with the Effective Date or ending with the date on which the Total U.S. $ Revolving Credit Commitment or the Total Multi-Currency Revolving Credit Commitment, as applicable, shall be terminated); provided that so long as no Event of this Agreement Company agrees Default shall have occurred and be continuing, each such Commitment Fee shall be reduced by the amount set forth under the caption "Fee Reduction" below opposite whichever of the financial ratio conditions for ASI and its Consolidated Subsidiaries set forth under the caption "Financial Ratios" below is satisfied and results in the greatest reduction (with satisfaction of such financial ratio conditions being determined based on the balance sheets most recently delivered to pay Consultant a sum equal the Lenders pursuant to Twenty Per Cent clause (20%a) or (the “Base Fees”b) of any increase (Section 5.01 and the “ANI Increase”) in Company’s quarterly adjusted net related statements of income from operations (the “ANI”) for the aggregate of Company’s Minnesota and Maryland operations over the Q4 (October 1 through December 31) 2022 ANI Baseline (as defined in Exhibit C) plus any annual increase in CPI-U (all items) for the period between June 1of four consecutive fiscal quarters ended as of the date of such balance sheets, 2023after giving effect to any pro forma adjustments thereto as provided below, and with each "Financial Ratio" and any corresponding change in the applicable Commitment Fee becoming effective on the earlier of the date on which such financial statements are delivered and the date by which such financial statements are required to have been delivered pursuant to clause (a) or (b) of calculation Section 5.01): Financial Ratios Fee Reduction Ratio of Consolidated Free Cash Flow to Consolidated Cash Fixed Charges > 2.75:1 and Ratio of Consolidated Total Debt to Consolidated EBITDA 3.5:1 .0625% Ratio of Consolidated Free Cash Flow to Consolidated Cash Fixed Charges > 3.25:1 and Ratio of Consolidated Total Debt to Consolidated EBITDA 3.0:1 .1250% Ratio of Consolidated Free Cash Flow to Consolidated Cash Fixed Charges > 3.75:1 and Ratio of Consolidated Total Debt to Consolidated EBITDA 2.75:1 .1500% Ratio of Consolidated Free Cash Flow to Consolidated Cash Fixed Charges > 4.25:1 and Ratio of Consolidated Total Debt to Consolidated EBITDA 2.25:1 .1750% Ratio of Consolidated Free Cash Flow to Consolidated Cash Fixed Charges > 5.00:1 and Ratio of Consolidated Total Debt to Consolidated EBITDA 2.00:1 .1875% In the event (a) Holding shall complete an equity offering for gross proceeds in excess of $20,000,000 or (b) ASI shall complete, directly or through a Subsidiary, (i) any offering of Securities for gross proceeds in excess of $20,000,000, (ii) a refinancing, repurchase or prepayment of Indebtedness in a principal amount in excess of $20,000,000 (but only, in the case of Indebtedness outstanding under any revolving credit or similar arrangement, if the commitments of the lenders are reduced by a corresponding amount) as permitted under Section 6.04(d) or Section 6.07 or (iii) an Acquisition for total consideration (including Funded Debt incurred or assumed and common stock of Holding) in excess of $20,000,000, then ASI shall deliver to the Administrative Agent pro forma computations of the ratios referred to in the proviso above as if such offering, refinancing or Acquisition had been completed on the first day of the period of four consecutive fiscal quarters referred to above, and until four complete fiscal quarters shall have elapsed since the date of such offering, refinancing or Acquisition and financial statements shall have been delivered with respect thereto under Section 5.01, the Applicable Margin shall be determined by reference to the pro forma information for such operationsof the four fiscal quarters preceding and including the fiscal quarter during which the date of such offering, refinancing or Acquisition shall have occurred as is necessary to compile information (both pro forma and, to the extent available, actual) for each period of four fiscal quarters. Base With respect to an Acquisition, whether or not such Acquisition shall be completed in reliance on paragraph (m) of Section 6.05, ASI shall also deliver to the Administrative Agent the information specified in clause (y)(1), (2) or (3) of the proviso to such paragraph (m) at the time provided therein. All Commitment Fees shall be calculated for each computed on the basis of Company’s fiscal quarters using ANI as described in, and calculated the actual number of days elapsed in accordance with, Exhibit C. If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent (50%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) year of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”)360 days. For the purposes of calculating Additional Base Fees and Final Additional Base Commitment Fees, Company shall provide Consultant with its determination any portion of the ANI Increase attributable Total Multi-Currency Revolving Credit Commitment unavailable due to Consultant’s services within thirty (30) days outstanding Swingline Loans shall be deemed to be unused amounts of the end Total Multi-Currency Revolving Credit Commitment. Commitment Fees shall commence to accrue on the Effective Date and shall cease to accrue on the earlier of Company’s fiscal quarter (i) the “Fee Attribution Statement”U.S. $ Revolving Credit Maturity Date or the Multi-Currency Revolving Credit Maturity Date, as applicable or (ii) the termination of the Total U.S. $ Revolving Credit Commitment or the Total Multi-Currency Revolving Credit Commitment, as applicable. For purposes of this paragraph, the unused amount of the Total U.S. $ Revolving Credit Commitment on any day shall be deemed to be the excess, if any, of (i) the Total U.S. $ Revolving Credit Commitment over (ii) the Aggregate U.S. $ Revolving Credit Exposure on such day. For purposes of this paragraph, the unused amount of the Total Multi-Currency Revolving Credit Commitment on any day shall be deemed to be the excess, if any, of (i) the Total Multi-Currency Revolving Credit Commitment over (ii) the Aggregate Multi-Currency Revolving Credit Exposure (excluding Swingline Exposure) on a form mutually agreeable such day. (c) ASI agrees to both Parties. Consultant shall have ten pay, or to cause the applicable Account Parties to pay, (10i) days to accept or dispute each U.S. $ Revolving Credit Lender and Multi-Currency Revolving Credit Lender, through the Fee Attribution Statement or dispute Company’s calculation pursuant to Section 3.B. If Consultant does not respond to the Fee Attribution Statement within the ten (10) day period (the “Fee Attribution Statement Review Period”)Administrative Agent, Consultant shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth on the Fee Attribution Statement.last day of February, May, August and November of each year and on the date on which the

Fees. For (a) The Borrower shall pay to the services described Agent for the account of each Bank a facility fee (the “Facility Fee”) on the amount of each Bank’s A Commitment and B Commitment, as the case may be, for the period from the date hereof (or, as applicable, from the effective date specified in Exhibit Bthe Assignment and Acceptance pursuant to which it became a Bank hereunder) to and including the earlier of the date such Bank’s A Commitment or B Commitment, during as applicable, is terminated or the Term B Commitment Termination Date, at the rate per annum equal to the Facility Fee Percentage from time to time in effect. The accrued Facility Fee shall be payable on the Quarterly Dates, and on the earlier of this Agreement Company the date (i) the A Commitments and/or the B Commitments, as applicable, are terminated, or (ii) the B Commitment Termination Date. (b) The Borrower agrees to pay Consultant to the Agent for the account of each Bank, a sum utilization fee as follows: (i) for any day on which the outstanding principal amount of all Loans shall be equal to Twenty Per Cent or greater than 33% of the Total Commitment but less than 66% of the Total Commitment, the Borrower shall pay to the Agent for the account of each Bank a utilization fee equal to .125% per annum on the aggregate amount of each Bank’s outstanding Loans on such day, and (20%ii) for any day on which the outstanding principal amount of all Loans shall be equal to or greater than 66% of the Total Commitment, the Borrower shall pay to the Agent for the account of each Bank a utilization fee equal to 0.25% per annum on the aggregate amount of each Bank’s outstanding Loans on such day. Accrued utilization fees, if any, shall be payable in arrears on the Quarterly Dates, on any date prior to the B Commitment Termination Date on which a Bank’s Commitment terminates, and on the B Commitment Termination Date; provided, that any utilization fees accruing after the B Commitment Termination Date shall be payable on demand.” (f) Section 2.13 is deleted in its entirety and there is substituted therefor the following: (a) The A Loans made by each Bank shall be evidenced by a single promissory note of the Borrower (each, a “First Substituted A Note” and, collectively, the “Base Fees”) of any increase (the “ANI IncreaseFirst Substituted A Notes”) in Company’s quarterly adjusted net income from operations substantially the form of Exhibit A-1 annexed to Amendment No. 2 to Fourth Amended and Restated Loan Agreement dated as of May 9, 2003 by and among the Borrower, the banks signatory thereto and the Agent (the “ANIAmendment No. 2”) for the aggregate of Company’s Minnesota and Maryland operations over the Q4 (October 1 through December 31) 2022 ANI Baseline (as defined in Exhibit C) plus any annual increase in CPI-U (all items) for the period between June 1, 2023, and ). Each First Substituted A Note shall be dated the date of calculation for such operationsAmendment No. Base Fees 2, shall be calculated for payable to the order of such Bank in a principal amount equal to such Bank’s A Commitment as in effect on the date of Amendment No. 2 and shall otherwise be duly completed. All A Loans made by each Bank hereunder and all payments and prepayments made on account of Company’s fiscal quarters using ANI as described inthe principal thereof, and calculated in accordance with, Exhibit C. If Company determines, acting reasonably and in good faith, all conversions of such A Loans shall be recorded by such Bank on the schedule attached to the relevant First Substituted A Note (provided that any failure by such Bank to make any such endorsement shall not affect the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent (50%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination obligations of the ANI Increase attributable to Consultant’s services within thirty (30) days Borrower hereunder or under such First Substituted A Note in respect of the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation pursuant to Section 3.B. If Consultant does not respond to the Fee Attribution Statement within the ten (10) day period (the “Fee Attribution Statement Review Period”such A Loans), Consultant shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth on the Fee Attribution Statement.

Fees. For (a) The Borrower shall pay to the services described in Exhibit BAdministrative Agent ---- for distribution to each Non-Defaulting Bank with a Revolving Loan Commitment, during the Term of this Agreement Company agrees to pay Consultant a sum equal to Twenty Per Cent (20%) commitment fee (the “Base Fees”) of any increase (the “ANI Increase”) in Company’s quarterly adjusted net income from operations (the “ANI”) for the aggregate of Company’s Minnesota and Maryland operations over the Q4 (October 1 through December 31) 2022 ANI Baseline (as defined in Exhibit C) plus any annual increase in CPI-U (all items"Commitment Fee") for the period between June from the Effective Date to but not including the Revolving Loan Maturity Date (or such earlier date as the Total Revolving Loan Commitment shall have been terminated), computed at a rate for each day equal to the relevant Applicable Margin then in effect on the daily average Unutilized Revolving Loan Commitment of such Non-Defaulting Bank. Accrued Commitment Fees shall be due and payable quarterly in arrears on each Quarterly Payment Date and on the Revolving Loan Maturity Date (or such earlier date upon which the Total Revolving Loan Commitment is terminated). (b) The Borrower shall pay to the Administrative Agent for pro rata --- ---- distribution to each Non-Defaulting Bank with a Revolving Loan Commitment (based on their respective RL Percentages), a fee in respect of each Letter of Credit (the "Letter of Credit Fee") computed at a rate per annum equal to the Applicable Margin for Revolving Loans maintained as Eurodollar Loans then in effect on the daily Stated Amount of such Letter of Credit. Accrued Letter of Credit Fees shall be due and payable quarterly in arrears on each Quarterly Payment Date and upon the first day on or after the termination of the Total Revolving Loan Commitment upon which no Letters of Credit remain outstanding. (c) The Borrower shall pay to each Letter of Credit Issuer a fee in respect of each Letter of Credit issued by such Letter of Credit Issuer (the "Facing Fee") computed at the rate of 1/4 of 1% per annum on the daily Stated Amount of such Letter of Credit; provided, 2023, and that in no event shall the annual -------- Facing Fee with respect to each Letter of Credit be less than $500; it being agreed that (x) on the date of calculation issuance of any Letter of Credit and on each anniversary thereof prior to the termination of such Letter of Credit, if $500 will exceed the amount of Facing Fees that will accrue with respect to such Letter of Credit for the immediately succeeding 12-month period, the full $500 shall be payable on the date of issuance of such operationsLetter of Credit and on each such anniversary thereof prior to the termination of such Letter of Credit and (y) if on the date of the termination of any Letter of Credit, $500 actually exceeds the amount of Facing Fees paid or payable with respect to such Letter of Credit for the period beginning on the date of the issuance thereof (or if the respective Letter of Credit has been outstanding for more than one year, the date of the last anniversary of the issuance thereof occurring prior to the termination of such Letter of Credit) and ending on the date of the termination thereof, an amount equal to such excess shall be paid as additional Facing Fees with respect to such Letter of Credit on the next date upon which Facing Fees are payable in accordance with the immediately succeeding sentence. Base Except as provided in the immediately preceding sentence, accrued Facing Fees shall be calculated for due and payable quarterly in arrears on each Quarterly Payment Date and upon the first day on or after the termination of Company’s fiscal quarters using ANI as described in, and calculated in accordance with, Exhibit C. If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent Total Revolving Loan Commitment upon which no Letters of Credit remain outstanding. (50%d) attributable to Consultant’s services described in Exhibit B, Company The Borrower shall pay Consultant an additional sum up directly to Seven each Letter of Credit Issuer upon each issuance of, payment under, and/or amendment of, a Letter of Credit issued by such Letter of Credit Issuer such amount as shall at the time of such issuance, payment or amendment be the administrative charge which such Letter of Credit Issuer is customarily charging for issuances of, payments under or amendments of, letters of credit issued by it. (e) The Borrower agrees to pay to the Administrative Agent for distribution to each ALC Bank such fees and a Half Per Cent other amounts, if any, as are specified in the relevant Additional Loan Commitment Agreement, with the fees and other amounts, if any, to be payable at the times set forth in such Additional Loan Commitment Agreement. (7.5%f) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company The Borrower shall pay Consultant an additional sum up to Seven each Agent, for its own account, such other fees as may be agreed to in writing from time to time between the Borrower and a Half Per Cent such Agent, when and as due. (7.5%g) All computations of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination of the ANI Increase attributable to Consultant’s services within thirty (30) days of the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation pursuant to Section 3.B. If Consultant does not respond to the Fee Attribution Statement within the ten (10) day period (the “Fee Attribution Statement Review Period”), Consultant shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees be made in accordance with its calculation set forth on the Fee Attribution StatementSection 13.07(b).

Fees. For (a) Holdings agrees to pay to each Lender, through the services described Administrative Agent, on each March 31, June 30, September 30 and December 31 and on the Maturity Date, a commitment fee (a "Commitment Fee") equal to the Commitment Fee Percentage of the daily average unused amount of the Commitment of such Lender (whether or not the conditions set forth in Exhibit BSection 4.01 shall have been satisfied), during the Term preceding quarter (or shorter period commencing with the date hereof or ending with the Maturity Date or any date on which the Commitment of such Lender shall be terminated). All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. The Commitment Fee due to each Lender shall commence to accrue on the date of this Agreement Company and shall cease to accrue on the earlier of the Maturity Date and the date on which the Commitment of such Lender shall have been terminated and the Loans of such Lender shall have been repaid. (b) Holdings agrees to pay Consultant a sum equal the Administrative Agent, for its own account, such fees, and at such times, as have been separately agreed upon. (c) All Fees shall be paid on the dates due, in immediately available funds, to Twenty Per Cent the Administrative Agent for distribution, if and as applicable, among the Lenders (20%and, if applicable, to the Issuing Bank with respect to Fees owed to it). Once paid, none of the Fees shall be refundable except in the case of errors. (d) Holdings agrees to pay (i) to the “Base Fees”) of any increase (the “ANI Increase”) in Company’s quarterly adjusted net income from operations (the “ANI”) Administrative Agent for the aggregate account of Company’s Minnesota and Maryland operations over each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the Q4 Applicable Margin used to determine interest on Eurocurrency Loans, on the average daily amount of such Lender's LC Exposure (October 1 through December 31excluding any portion thereof attributable to unreimbursed LC Disbursements) 2022 ANI Baseline (as defined in Exhibit C) plus any annual increase in CPI-U (all items) for during the period between June 1, 2023, from and including the date hereof to but excluding the later of the date on which such Lender's Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between Holdings and the Issuing Bank on the average daily amount of calculation for such operationsthe LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date hereof to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank's standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Base Fees Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be calculated for each of Company’s fiscal quarters using ANI as described inpayable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date; PROVIDED that all such fees shall be payable on the date on which the Commitments terminate and calculated in accordance with, Exhibit C. If Company determines, acting reasonably and in good faith, that any such fees accruing after the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent (50%) attributable date on which the Commitments terminate shall be payable on demand. Any other fees payable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination of the ANI Increase attributable to Consultant’s services within thirty (30) days of the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation Issuing Bank pursuant to Section 3.B. If Consultant does not respond to the Fee Attribution Statement this paragraph shall be payable within the ten (10) day period (the “Fee Attribution Statement Review Period”), Consultant 10 days after demand. All participation fees and fronting fees shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth be computed on the Fee Attribution Statementbasis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Fees. For Notwithstanding anything to the services described contrary herein, the Senior Lenders shall not be obligated to perform under this Annex A unless the Group shall have fully discharged all of its obligations then due and owing, except to the extent subject to a good faith dispute or as prohibited by the Bankruptcy Court or required to be paid to the estate, under any existing agreements between the Group and any Holder regarding the payment of fees and expenses of such Holder or designated counsel or financial advisors of such Holder in Exhibit Brespect of the Restructuring (including the Agreement in Principle and any agreement between the Company and Holders Counsel). Annex A-p.8 SCHEDULE 1 to Annex A (Term Sheet for the Back-Up Plan) ADMINISTRATIVE, during On or as soon as practicable after the Term effective date PRIORITY TAX AND of this Agreement Company agrees to pay Consultant a sum the plan of restructuring filed in the Back-Up OTHER PRIORITY CLAIMS Plan (the "Plan"), each holder of an administrative, priority tax or other priority claim shall receive cash equal to Twenty Per Cent the full amount of its claim or otherwise be rendered unimpaired. Holders of such claims will be rendered unimpaired and as such will be deemed to have accepted the Plan and will not be entitled to vote. Any ad valorem taxes and other non fiduciary taxes/fees will be extended to maximum statutory periods. EXISTING SENIOR Holders of claims in respect of the Existing Senior FACILITY CLAIMS Facility will have their letters of credit obligations either cash collateralized or replaced and, assuming $103 million in funded debt, receive their pro rata share of a combination of (20%A) $50 million in cash, (B) $15 million of New Junior Secured Notes (together with related Series A Warrants), (C) the “Base Fees”Convertible Preferred Stock and (D) to the extent permitted by applicable Law, 3% of any increase (the “ANI Increase”) in Company’s quarterly adjusted net income from operations (Common Stock of the “ANI”) reorganized Company to be "gifted" as provided below. In consideration for the aggregate of Company’s Minnesota agreements, waivers and Maryland operations over consents given in Annex A and the Q4 (October 1 through December 31) 2022 ANI Baseline (as defined in Exhibit C) plus any annual increase in CPI-U (all items) Agreement, to the extent permitted by applicable Law, the Senior Lenders will waive their rights to receive such Common Stock for the period between June 1, 2023, benefit of and the date of calculation for such operations. Base Fees shall be calculated for each of Company’s fiscal quarters using ANI as described in, and calculated in accordance with, Exhibit C. If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent (50%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination of the ANI Increase attributable to Consultant’s services within thirty (30) days of the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation pursuant to Section 3.B. If Consultant does not respond reallocation to the Fee Attribution Statement within the ten (10) day period (the “Fee Attribution Statement Review Period”), Consultant shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation holders of Common Stock to be "gifted" as set forth on the Fee Attribution Statementbelow.

Fees. For the services described in Exhibit B, during the Term of this Agreement Company (a) The Borrower hereby agrees to pay Consultant a sum equal to Twenty Per Cent each Agent, for the account of the related Lenders, monthly in arrears, the Unused Commitment Fee from the Collection Account in accordance with Section 2.08. Payments of the Unused Commitment Fee shall be allocated and paid to Owners based upon their respective Invested Percentages of the Loans Outstanding for the applicable Interest Period. (20%b) The Borrower hereby agrees to pay to the Agents, on or prior to the Second Amendment Effective Date, all reasonable out-of-pocket expenses of the Agents in immediately available funds. (c) In accordance with Section 2.08, (i) the Servicer shall be entitled to receive the Servicing Fee, (ii) the Backup Servicer and the Securities Intermediary shall be entitled to receive the Backup Servicing Fee and the Securities Intermediary Fee, respectively, in each case, monthly in arrears, (iii) the Securities Intermediary shall be entitled to receive its fee monthly in arrears, (iv) the Third Party Allocation Agent (so long as such Third Party Allocation Agent is Computershare) shall be entitled to receive amounts due and owing to it by the Borrower pursuant to the terms of the Intercreditor Agreement, and (ivv) the Series 2023-1A SUBI Trustee shall be entitled to receive amounts due and owing to it by the Borrower. (d) Notwithstanding anything herein to the contrary, to the extent Collections are projected to be sufficient to pay all amounts payable under Section 2.08(i) to (iv) on the following Payment Date, the Servicer may retain from such Collections an amount up to the Servicing Fee payable on such Payment Date (the “Base FeesServicing Fee Advance”) of on any increase (Business Day. In connection with retaining any amounts attributable to the “ANI Increase”) Servicing Fee Advance from the Collections in Company’s quarterly adjusted net income from operations (accordance with this clause 2.12(d), the “ANI”) for the aggregate of Company’s Minnesota and Maryland operations over the Q4 (October 1 through December 31) 2022 ANI Baseline (as defined in Exhibit C) plus any annual increase in CPI-U (all items) for the period between June 1, 2023, and the date of calculation for such operations. Base Fees Servicer shall be calculated for each of Company’s fiscal quarters using ANI as described in, and calculated in accordance with, Exhibit C. If Company determines, acting reasonably and in good faith, deemed to represent that the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent remaining Collections are reasonably sufficient to pay all amounts payable under Section 2.08(i) to (50%iv) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”)on such following Payment Date. For the purposes avoidance of calculating Additional Base Fees doubt, the Servicing Fee Advance is a part of and Final Additional Base Fees, Company shall provide Consultant with its determination of the ANI Increase attributable to Consultant’s services within thirty (30) days of the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation pursuant to Section 3.B. If Consultant does not respond in addition to the Fee Attribution Statement within the ten Servicing Fee. (10e) day period (the “Fee Attribution Statement Review Period”), Consultant The Borrower shall forfeit any dispute rights pay to ▇▇▇▇▇▇▇ and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth ▇▇▇▇▇▇ LLP on the Fee Attribution StatementSecond Amendment Effective Date, its fees and disbursements in immediately available funds and shall pay all additional reasonable fees and disbursements of such counsel within ten Business Days after receiving an invoice for such amounts.

Fees. For the services described in Exhibit B, during the Term of this Agreement (a) The Company agrees to pay Consultant to the Administrative Agent, in US Dollars, for the account of each Revolving Lender a sum equal to Twenty Per Cent (20%) commitment fee (the “Base FeesRevolving Commitment Fee”) ), which shall accrue at the Applicable Rate on the daily unused amount of any increase (the “ANI Increase”) Revolving Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which such Revolving Commitment terminates. Revolving Commitment Fees accrued through and including the last day of March, June, September and December of each year shall be payable in Company’s quarterly adjusted net income from operations (arrears on the “ANI”) first Business Day after such last day, commencing on the first such date to occur after the Effective Date, and accrued Revolving Commitment Fees shall also be payable in arrears on the date on which the Revolving Commitments terminate. All Revolving Commitment Fees shall be computed on the basis of a year of 360 days and shall be payable for the aggregate actual number of Company’s Minnesota days elapsed (including the first day but excluding the last day). For purposes of computing Revolving Commitment Fees, (i) a Revolving Commitment of a Revolving Lender (other than PNC) shall be deemed to be used to the extent of the outstanding Revolving Loans and Maryland operations over LC Exposure of such Revolving Lender (and the Q4 Swingline Exposure of such Revolving Lender shall be disregarded for such purpose) and (October 1 through December 31ii) 2022 ANI Baseline the Revolving Commitment of PNC shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of PNC and the outstanding Swingline Loans (as defined except any portion of Swingline Loans that are subject to participations purchased by the Revolving Lenders pursuant to Section 2.20(c)). (b) The Company agrees to pay (i) to the Administrative Agent, in Exhibit C) plus any annual increase in CPI-U (all items) US Dollars, for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the Applicable Rate used to determine the interest rate applicable to Term SOFR Loans on the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period between June 1, 2023, from and including the Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Commitment terminates and the date on which such Revolving Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank a fronting fee, in US Dollars, which shall accrue at 0.125% per annum on the average daily amount of calculation for the LC Exposure attributable to Letters of Credit issued by such operationsIssuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any such LC Exposure, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment or extension of any Letter of Credit or processing of drawings thereunder. Base Fees Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be calculated payable in arrears on the first Business Day after such last day following such day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 15 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for each the actual number of Company’s fiscal quarters using ANI as described indays elapsed (including the first day but excluding the last day). (c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and calculated at the times separately agreed upon between the Company and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in accordance withimmediately available funds, Exhibit C. If Company determinesto the Administrative Agent (or to an Issuing Bank, acting reasonably and in good faiththe case of fees payable to it) for distribution, that in the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent (50%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination case of the ANI Increase attributable to Consultant’s services within thirty (30) days Revolving Commitment Fee and the Letter of the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation pursuant to Section 3.B. If Consultant does not respond Credit participation fees, to the Fee Attribution Statement within the ten (10) day period (the “Fee Attribution Statement Review Period”), Consultant Lenders entitled thereto. Fees paid shall forfeit not be refundable under any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth on the Fee Attribution Statementcircumstances.

Fees. For (a) The Borrower shall pay to the services described Administrative Agent for the account of each Lender, on the last day of March, June, September and December in Exhibit Beach year and on the date on which the Revolving Credit Commitment of such Lender shall expire or be terminated as provided herein, a commitment fee (a "Commitment Fee") on the average daily unused amount of the Revolving Credit Commitment (for purposes of this calculation only, outstanding Swingline Borrowings in which the Swingline Lender has not required the other Lenders to participate pursuant to Section 2.22(c), shall not be considered as usage of their respective Revolving Credit Commitments, except that such Swingline Borrowings shall count as usage of the Swingline Lender's Revolving Credit Commitment) (as the same may be reduced from time to time pursuant to Section 2.10) of such Lender during the Term preceding quarter (or shorter period commencing with the Effective Date or ending with the date on which the Revolving Credit Commitment of this Agreement Company agrees to pay Consultant a sum such Lender shall be terminated), equal to Twenty Per Cent (20%A) during any Level I Pricing Period, 0.125% per annum; (B) during any Level II Pricing Period, 0.150% per annum; (C) during any Level III Pricing Period, 0.200% per annum; (D) during any Level IV Pricing Period, 0.250% per annum; (E) during any Level V Pricing Period, 0.300% per annum; and (F) during any Level VI Pricing Period, 0.375% per annum. All Commitment Fees shall be computed on the “Base Fees”basis of the actual number of days elapsed in a year of 360 days. The Commitment Fees due to each Lender shall commence to accrue on the Effective Date and cease to accrue on the date on which the Revolving Credit Commitment of such Lender shall be terminated as provided herein. (b) of any increase The Borrower shall pay to the Administrative Agent (the “ANI Increase”) in Company’s quarterly adjusted net income from operations (the “ANI”i) for the account of each Lender, on the last day of March, June, September and December of each year and on the date on which the Revolving Credit Commitment of such Lender shall expire or be terminated as provided herein, a letter of credit fee (a "LETTER OF CREDIT FEE") equal to (A) such Lender's Applicable Percentage of the Dollar Amount of the aggregate Letter of Company’s Minnesota Credit Exposure (excluding the portion thereof attributable to unreimbursed Letter of Credit Disbursements) existing as of the first day of the quarter then ended (or shorter period commencing with the Effective Date or ending with the date on which all Letters of Credit have been canceled or have expired and Maryland operations over the Q4 (October 1 through December 31) 2022 ANI Baseline (as defined in Exhibit CRevolving Credit Commitments of all Lenders shall have been terminated) plus any annual increase the Dollar Amount of the face amount of each Letter of Credit issued during such quarter (or shorter period commencing with the Effective Date or ending with the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Commitments of all Lenders shall have been terminated), in CPI-U each case the date of determination for such Dollar Amounts being the last day of the applicable quarter then ended (or shorter period commencing with the Effective Date or ending with the date on which all itemsLetters of Credit have been cancelled or have expired and the Revolving Credit Commitments of all Lenders shall have been terminated), multiplied by (B) a per annum rate equal to the Applicable LIBOR Margin in effect from time to time during such period, (ii) for the period between June 1account of Bank One, 2023N.A., in its capacity as an Issuing Bank, on the last day of March, June, September and December of each year, a fronting fee (the date of calculation for such operations. Base Fees shall be calculated for each of Company’s fiscal quarters using ANI as described in, and calculated in accordance with, Exhibit C. If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent (50%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%"BANK ONE FRONTING FEE") of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination of the ANI Increase attributable to Consultant’s services within thirty (30) days of the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation pursuant to Section 3.B. If Consultant does not respond to the Fee Attribution Statement within the ten (10) day period (the “Fee Attribution Statement Review Period”), Consultant shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth 0.125% per annum on the Fee Attribution Statement.sum of (A) the aggregate Letter of Credit

Fees. For (a) Borrower shall pay to GE Capital, individually, the services described Fees specified in Exhibit Bthe GE Capital Fee Letter, during at the Term times specified for payment therein. (b) As additional compensation for the Revolving Lenders, Borrower shall pay to Agent, for the ratable benefit of this Agreement Company agrees such Lenders, in arrears, on the first Business Day of each month prior to pay Consultant the Commitment Termination Date and on the Commitment Termination Date, a sum Fee for Borrower's non-use of available funds in an amount equal to Twenty Per Cent the Applicable Unused Line Fee Margin per annum (20%calculated on the basis of a 360-day year for actual days elapsed) multiplied by the difference between (x) the “Base Fees”) of any increase (the “ANI Increase”) in Company’s quarterly adjusted net income from operations (the “ANI”) for the aggregate of Company’s Minnesota and Maryland operations over the Q4 (October 1 through December 31) 2022 ANI Baseline Maximum Revolver Amount (as defined in Exhibit Cit may be reduced from time to time) plus any annual increase in CPI-U and (all itemsy) the average for the period between June 1of the daily closing balances of the aggregate Revolving Loan and Swing Line Loan outstanding during the period for which such Fee is due. (c) As additional compensation for the CapEx Lenders, 2023, and the date of calculation for such operations. Base Fees shall be calculated for each of Company’s fiscal quarters using ANI as described in, and calculated in accordance with, Exhibit C. If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent (50%) attributable to Consultant’s services described in Exhibit B, Company Borrower shall pay Consultant to Agent, for the ratable benefit of such Lenders, in arrears, on the first Business Day of each month prior to the CapEx Commitment Termination Date and on the CapEx Commitment Termination Date, a Fee for Borrower's non-use of available funds in an additional sum up amount equal to Seven the Applicable Unused Line Fee Margin per annum (calculated on the basis of a 360-day year for actual days elapsed) multiplied by the difference between (x) the Maximum CapEx Amount (as it may be reduced from time to time) and a Half Per Cent (7.5%y) the average for the period of ANI Increase the daily closing balances of the CapEx Loan outstanding during the period for which such Fee is due. (d) If Borrower (1) pays after acceleration, (2) prepays all or any portion of the “Additional Base Fees”). If Company determinesTerm Loan, acting reasonably (3) reduces or terminates the Revolving Loan Commitment or (4) prepays the CapEx Loan or reduces or terminates the CapEx Loan Commitment, whether voluntarily or involuntarily and in good faithwhether before or after acceleration of the Obligations or if the Commitments are otherwise terminated, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company Borrower shall pay Consultant an additional sum up to Seven Agent, for the benefit of Lenders as liquidated damages and a Half Per Cent (7.5%) compensation for the costs of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination of the ANI Increase attributable being prepared to Consultant’s services within thirty (30) days of the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation pursuant to Section 3.B. If Consultant does not respond to the Fee Attribution Statement within the ten (10) day period (the “Fee Attribution Statement Review Period”), Consultant shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth on the Fee Attribution Statement.make

Fees. For the services described in Exhibit B, during the Term of this Agreement Company The Borrower agrees to pay Consultant a sum equal the following fees (all ---- such fees being non-refundable): (a) The Borrower agrees to Twenty Per Cent (20%) (pay to the “Base Fees”) of any increase (the “ANI Increase”) in Company’s quarterly adjusted net income from operations (the “ANI”) Agent, for the aggregate account of Company’s Minnesota and Maryland operations over the Q4 (October 1 through December 31) 2022 ANI Baseline (as defined in Exhibit C) plus any annual increase in CPI-U (all items) each Lender, for the period between June 1(including any portion thereof when any of its Commitments are suspended by reason of the Borrower's inability to satisfy any condition of Section 13) commencing on the Effective Date ---------- and continuing to the Revolving Loan Termination Date, 2023a commitment fee (the "Commitment Fee") at the rate set forth in Section 5.7(e) on -------------- such Lender's Percentage of the sum of the average daily unused portion of the Commitments. Such Commitment Fees shall be payable by the Borrower in arrears on each Quarterly Payment Date, commencing with the first such Quarterly Payment Date following the Effective Date, and on the Revolving Loan Termination Date. (b) The Borrower agrees to pay to the Agent, for the account of each Lender, (i) a Commitment Fee for each Letter of Credit (the "LC Commitment Fee"), from the date of calculation issuance thereof to the earlier to occur of the expiration or termination thereof or the date of payment by the Agent thereunder, at a rate per annum equal to the amount set forth in Section 5.7(e) of the aggregate outstanding undrawn amount of -------------- each such Letter of Credit, such fee to be payable in arrears on each Quarterly Payment Date (or at such other times as the Agent shall reasonably request, for any period prior to such operations. Base Fees date or time for which such Commitment Fee shall not have been theretofore paid). (c) The Borrower agrees to pay, such published fees and other amounts ("LC Administrative Fees") as the Agent shall customarily require in connection with the issuance, negotiation, processing and/or administration of Letters of Credit in similar situations, such fees to be in addition to the fees payable under the Fee Letter, with respect to the issuance and/or negotiation of each Letter of Credit. (d) The Borrower agrees to pay to the Agent, for its own account, the fees set forth in that certain fee letter, dated as of April 30, 1997 (the "Fee Letter") from the Agent addressed to and accepted by the Borrower, other than the fees otherwise expressly described herein. (e) For purposes hereof, the Commitment Fee and the LC Commitment Fee shall be calculated for each determined based on the Funded Debt to Consolidated EBITDA Ratio as follows: ---------------------------------------------------------- Funded Debt to Applicable Applicable LC Consolidated EBITDA Commitment Fee Commitment Fee Ratio ---------------------------------------------------------- greater than .375% 2.00% 3.01:1.00 ---------------------------------------------------------- 2.51:1.00 - .25% 1.75% 3.00:1.00 ---------------------------------------------------------- 2.01:1.00 - .25% 1.50% 2.50:1.00 ---------------------------------------------------------- less than .25% 1.25% 2.01:1.00 ---------------------------------------------------------- Any adjustment in the Commitment Fee or the LC Commitment Fee as a result of Company’s fiscal quarters using ANI as described in, and calculated a change in accordance with, Exhibit C. If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for Funded Debt to Consolidated EBITDA Ratio shall be effective upon receipt by the Agent of a given fiscal quarter is at least Fifty Per Cent (50%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination of the ANI Increase attributable to Consultant’s services within thirty (30) days of the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation Compliance Certificate pursuant to Section 3.B. If Consultant does not respond 10.1.4 -------------- setting forth the calculation of the Funded Debt to Consolidated EBITDA Ratio and the financial statements required to be delivered therewith; provided that, -------- ---- notwithstanding the foregoing, the Commitment Fee and the LC Commitment Fee for the period commencing on the Closing Date and September 30, 1997 thereafter shall be .25% per annum and 2.00% per annum, respectively; and provided, -------- further, that in no event will the Applicable Commitment Fee or the Applicable ------- ---- LC Commitment Fee be reduced at any time when a Default has occurred and is continuing. Any increase in the Applicable Commitment Fee or the Applicable LC Commitment Fee shall be effective retroactively to the Fee Attribution Statement within date that any Compliance Certificate should have been delivered to the ten (10) day period (Agent pursuant to Section 10.1.4. -------------- All such fees shall be computed for the “Fee Attribution Statement Review Period”), Consultant shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth actual number of days elapsed on the Fee Attribution Statementbasis of a 360-day year without regard to any Default or Event of Default.

Fees. For the services described in Exhibit B, during the Term of this Agreement Company (a) Borrower agrees to pay Consultant to Lenders having Revolving Exposure (for purposes of clarity, excluding the Issuing Bank, in its capacity as such): (i) commitment fees accruing at 0.50% per annum on the average of the daily difference between (a) the Revolving Commitments, and (b) the aggregate principal amount of (x) all outstanding Revolving Loans (for the avoidance of doubt, excluding Swing Line Loans) plus (y) the Letter of Credit Usage; and (ii) letter of credit fees accruing at the Applicable Margin for Revolving Loans that are Eurodollar Rate Loans on the average aggregate daily maximum amount available to be drawn under all such Letters of Credit (regardless of whether any conditions for drawing could then be met and determined as of the close of business on any date of determination). Notwithstanding the foregoing, any commitment fee which accrued with respect to the Revolving Commitment of a sum 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 Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by Borrower prior to such time; and provided, further, that no such commitment fee shall accrue on the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. All fees referred to in this Section 2.11(a) shall be paid to Administrative Agent at its Principal Office and upon receipt, Administrative Agent shall promptly distribute to each Lender its Pro Rata Share thereof. (b) Borrower agrees to pay directly to Issuing Bank, for its own account, the following fees: (i) a fronting fee accruing at 0.25% per annum on the average aggregate daily maximum amount available to be drawn under all Letters of Credit (determined as of the close of business on any date of determination); and (ii) such documentary and processing charges for any issuance, amendment, transfer or payment of a Letter of Credit as are in accordance with Issuing Bank’s standard schedule for such charges and as in effect at the time of such issuance, amendment, transfer or payment, as the case may be. (c) Borrower agrees to pay on the Third Restatement Date to Administrative Agent, for the account of each Lender party to this Agreement as a Lender on Third Restatement Date, as fee compensation for the funding of such Lender’s Tranche B Term Loans, a closing fee in an amount equal to Twenty Per Cent the percentage of the stated principal amount of such Lender’s Tranche B Term Loans set forth in Schedule 2.11(c) payable to such Lender from the proceeds of its Tranche B Term Loan as and when funded on the Third Restatement Date. Such closing fee will be in all respects fully earned, due and payable on the Third Restatement Date and non-refundable and non-creditable thereafter. (20%d) (the “Base Fees”All fees referred to in Section 2.11(a) of any increase (the “ANI Increase”and 2.11(b)(i) in Company’s quarterly adjusted net income from operations (the “ANI”) for the aggregate of Company’s Minnesota and Maryland operations over the Q4 (October 1 through December 31) 2022 ANI Baseline (as defined in Exhibit C) plus any annual increase in CPI-U (all items) for the period between June 1, 2023, and the date of calculation for such operations. Base Fees shall be calculated for on the basis of a 360-day year and the actual number of days elapsed and shall be payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each of Company’s fiscal quarters using ANI as described inyear during the Revolving Commitment Period, commencing on March 31, 2012, and calculated in accordance with, Exhibit C. If Company determines, acting reasonably and in good faith, that on the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent Revolving Commitment Termination Date. (50%e) attributable In addition to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination any of the ANI Increase attributable foregoing fees, Borrower agrees to Consultant’s services within thirty (30) days of pay to Agents such other fees in the end of Company’s fiscal quarter (amounts and at the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation pursuant to Section 3.B. If Consultant does not respond to the Fee Attribution Statement within the ten (10) day period (the “Fee Attribution Statement Review Period”), Consultant shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth on the Fee Attribution Statementtimes separately agreed upon.

Fees. For (a) The Borrowers shall pay to the services described Administrative Agent for the ratable benefit of the Lenders an unused line fee in Exhibit B, Dollars (an “Unused Line Fee”) equal to the Applicable Rate from time to time for the Unused Line Fee multiplied by the difference between the Revolving Commitment and the average daily outstanding Revolving Loans (other than the Swingline Loans) and LC Exposure during the Term immediately preceding quarter. Accrued Unused Line Fees shall be payable in arrears (A) on the last Business Day of this Agreement March, June, September and December of each year, commencing on the first such date to occur after the date hereof, and (B) on the date on which such Revolving Commitment terminates. Unused Line Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing Unused Line Fees, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The Company agrees shall pay to pay Consultant the Administrative Agent for the ratable benefit of the Lenders (including the Issuing Banks), a sum fee in Dollars with respect to each Letter of Credit calculated at a rate per annum equal to Twenty Per Cent (20%) the Applicable Rate from time to time for Eurocurrency Rate Loans multiplied by the Dollar Equivalent of the daily maximum amount available to be drawn under such Letter of Credit (the “Base FeesLC Participation Fee”) ). Notwithstanding anything to the contrary contained herein, while any Event of any increase Default exists, all LC Participation Fees shall accrue at the Default Rate. In addition, the Company shall pay in Dollars to the Issuing Banks a fronting fee (the “ANI IncreaseLC Fronting Fee”) with respect to each Letter of Credit at the rate specified in Company’s quarterly adjusted net income from operations (the “ANI”) for Fee Letter computed based upon the aggregate Dollar Equivalent of Company’s Minnesota the daily maximum amount available to be drawn under such Letter of Credit and Maryland operations over at the Q4 (October 1 through December 31) 2022 ANI Baseline (as defined times specified in Exhibit C) plus any annual increase in CPI-U (all items) for the period between June 1, 2023Fee Letter, and the date customary negotiation, processing, arranging, amendment, cancellation and transfer fees of calculation the Issuing Banks in Dollars. Notwithstanding the foregoing, any LC Participation Fees and LC Fronting Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such operationsDefaulting Lender has not provided Cash Collateral satisfactory to the Issuing Banks pursuant to Section 2.13 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.15(a)(iv), with the balance of such fee, if any, payable to such Issuing Bank for its own account. (c) The Company shall pay to the Administrative Agent and the Arrangers in Dollars such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Base Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever. (d) All fees shall be paid on the dates due, in immediately available funds in Dollars, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Company shall pay (i) the LC Fronting Fees directly to the Issuing Bank, and (ii) the fees provided under Section 2.07(c) directly to the Administrative Agent or the Arrangers, as the case may be. Once paid, none of the Fees shall be calculated for each of Company’s fiscal quarters using ANI as described in, and calculated in accordance with, Exhibit C. If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent (50%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination of the ANI Increase attributable to Consultant’s services within thirty (30) days of the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation pursuant to Section 3.B. If Consultant does not respond to the Fee Attribution Statement within the ten (10) day period (the “Fee Attribution Statement Review Period”), Consultant shall forfeit refundable under any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth on the Fee Attribution Statementcircumstances.

Fees. (a) The Borrower agrees to pay to the Administrative Agent in dollars for the account of each Revolving Lender a commitment fee, which shall accrue at the rate of 0.25% per annum (or at any time following delivery of the consolidated financial statements pursuant to Section 5.01(a) or Section 5.01(b) as of and for the first full fiscal quarter ended September 30, 2021of the Borrower completed after the Second Amendment Effective Date, 0.375% per annum if the First Lien Leverage Ratio is greater than 2.50 to 1.00) on the actual daily unused amount of the Revolving Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which the Revolving Commitments terminate. Beginning with July 15, 2021, accruedAccrued commitment fees shall be payable in arrears on the 15th of January, April, July and October of each year and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereofSecond Amendment Effective Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a Revolving Commitment of a Lender shall be deemed to be used to the services described extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender (other than any Defaulting Lender) a participation fee with respect to its participations in Exhibit BLetters of Credit, which shall accrue at the Applicable Rate, in each case, used to determine the interest rate applicable to Term Benchmark Revolving Loans or EURIBOR Revolving Loans, as applicable, on the daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements), during the Term period from and including the Effective Date to but excluding the later of this Agreement Company the date on which such Revolving Lender’s Revolving (c) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders entitled thereto. Fees paid hereunder shall not be refundable under any circumstances. (d) The Borrower agrees to pay Consultant a sum equal to Twenty Per Cent the Administrative Agent, for its own account, an agency fee payable in the amount and at the times separately agreed upon between the Borrower and the Administrative Agent. (20%e) (Notwithstanding the “Base Fees”) of any increase (the “ANI Increase”) in Company’s quarterly adjusted net income from operations (the “ANI”) for the aggregate of Company’s Minnesota and Maryland operations over the Q4 (October 1 through December 31) 2022 ANI Baseline (as defined in Exhibit C) plus any annual increase in CPI-U (all items) for the period between June 1, 2023foregoing, and subject to Section 2.22, the date of calculation for Borrower shall not be obligated to pay any amounts to any Defaulting Lender pursuant to this Section 2.12; provided that such operations. Base Fees amounts shall be calculated for each payable to any non-Defaulting Lender which assumes the obligations of Company’s fiscal quarters using ANI as described in, and calculated in accordance with, Exhibit C. If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent (50%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination of the ANI Increase attributable to Consultant’s services within thirty (30) days of the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation Defaulting Lender pursuant to Section 3.B. If Consultant does not respond to the Fee Attribution Statement within the ten (10) day period (the “Fee Attribution Statement Review Period”2.22(a)(iv), Consultant shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth on the Fee Attribution Statement.

Fees. For the services described in Exhibit B, during the Term of this Agreement Company (a) The Borrower agrees to pay Consultant to the Administrative Agent for the account of each Lender a sum equal to Twenty Per Cent (20%) commitment fee (the “Base FeesCommitment Fee”), which shall accrue at the “Commitment Fee Rate”, as set forth in the definition of Applicable Margin, on the average daily amount of the Available Revolving Loan Commitment of such Lender during the period from and including the Effective Date to but excluding the earlier of (i) the Maturity Date and (ii) the date on which such Revolving Loan Commitment is terminated or reduced to zero in accordance with Section 2.09; provided that for purposes of calculating the Available Revolving Loan Commitment of each such Lender, the Swingline Exposure of such Lender shall not be included in the Credit Exposure for such Lender. Accrued fees shall be payable in arrears on each Quarter End Date and on the date on which such Commitments terminate or are reduced to zero, commencing on the first such date to occur after the Effective Date; provided that any increase accrued commitment fees outstanding after the date on which the Commitments terminate shall be payable on demand. All Commitment Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit (the “ANI IncreaseLetter of Credit Fee”), which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period (x) from and including the later of (A) the issuance date of such Letter of Credit and (B) the most recent Quarter End Date (y) to but excluding the earlier of (A) the Quarter End Date on which the payment thereof is made in Company’s quarterly adjusted net income from operations accordance with the terms hereof or (B) the date of termination of such Letter of Credit and (ii) to each Issuing Bank for its own 54 Cleco Power LLC Credit Agreement account a fronting fee (the “ANIFronting Fee”), which shall accrue at a rate per annum and in accordance with terms mutually and separately agreed upon between the Borrower and such Issuing Bank, which such agreement shall also set forth such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Unless otherwise specified above, Letter of Credit Fees and Fronting Fees accrued through and including each Quarter End Date shall be payable on each such Quarter End Date, commencing (if applicable) for on the aggregate of Company’s Minnesota and Maryland operations over first such Quarter End Date to occur after the Q4 (October 1 through December 31) 2022 ANI Baseline (as defined in Exhibit C) plus any annual increase in CPI-U (Effective Date; provided that all items) for the period between June 1, 2023, and such fees shall be payable on the date of calculation for on which the Revolving Loan Commitments terminate and any such operations. Base Fees fees accruing after the date on which the Commitments terminate shall be calculated for each of Company’s fiscal quarters using ANI as described in, and calculated in accordance with, Exhibit C. If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent (50%) attributable payable on demand. Any other fees payable to Consultant’s services described in Exhibit B, Company an Issuing Bank pursuant to this paragraph shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination of the ANI Increase attributable to Consultant’s services be payable within thirty (30) days of the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant shall have ten (10) days after demand. All Letter of Credit Fees and Fronting Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower agrees to accept or dispute the Fee Attribution Statement or dispute Company’s calculation pursuant to Section 3.B. If Consultant does not respond pay to the Fee Attribution Statement within Administrative Agent, for its own account, agency fees payable in the ten amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (10d) day period (the “Fee Attribution Statement Review Period”), Consultant All fees payable hereunder shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth be paid on the Fee Attribution Statementdates due, in immediately available funds, to the Administrative Agent (or to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the applicable Lenders. Fees paid shall not be refundable under any circumstances.

Fees. For (a) Borrower shall pay to GE Capital, individually, the services described Fees specified in Exhibit Bthe Fee Letter, during at the Term times specified for payment therein. (b) As additional compensation for the Revolving Lenders, Borrower shall pay to Agent, for the ratable benefit of this Agreement Company agrees such Revolving Lenders, in arrears, on the first Business Day of each month prior to pay Consultant the Commitment Termination Date and on the Commitment Termination Date, a sum Fee for Borrower's non-use of available funds in an amount equal to Twenty Per Cent (20%i) the Applicable Unused Line Fee Margin (calculated on the basis of a 360 day year for actual days elapsed) multiplied by (ii) (A) the “Base Fees”) of any increase (the “ANI Increase”) in Company’s quarterly adjusted net income from operations (the “ANI”) for the aggregate of Company’s Minnesota and Maryland operations over the Q4 (October 1 through December 31) 2022 ANI Baseline Maximum Amount (as defined in Exhibit Cit may be reduced from time to time) plus any annual increase in CPI-U minus (all itemsB) the average for the period between June 1of the daily closing balances of the Revolving Loan, 2023, the Term Loan and the date Swing Line Loan outstanding during the period for which such Fee is due. (c) If (i) Borrower voluntarily prepays all or any portion of calculation the Term Loan, (ii) Borrower voluntarily prepays the Revolving Loan and terminates the Revolving Loan Commitment, or voluntarily prepays the Revolving Loan and reduces the Revolving Loan Commitment below $75,000,000, in each case whether before or after acceleration of the Obligations, or (iii) the Revolving Loan Commitment is otherwise terminated as a result of the occurrence of an Event of Default under Section 8.1(h) or (i), then Borrower shall pay to Agent, for the benefit of Lenders as liquidated damages and compensation for the costs of being prepared to make funds available hereunder an amount equal to (A) the Applicable Percentage multiplied by (B) (I) the principal amount of the Term Loan prepaid plus the amount of the reduction of the Revolving Loan Commitment or, if terminated, the amount of the Revolving Loan Commitment at such operationstime. Base Fees As used herein, the term "Applicable Percentage" shall mean one percent (1.0%), in the case of a prepayment on or prior to the first anniversary of the Closing Date. Notwithstanding the foregoing, no prepayment fee shall be calculated for each of Company’s fiscal quarters using ANI as described in, and calculated in accordance with, Exhibit C. If Company determines, acting reasonably and in good faithpayable by Borrower upon a mandatory prepayment made pursuant to Sections 1.3(b) or 1.16(c); provided, that Borrower does not permanently reduce the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent (50%) attributable to Consultant’s services described Revolving Loan Commitment upon any such prepayment and, in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) the case of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination of the ANI Increase attributable to Consultant’s services within thirty (30) days of the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation prepayments made pursuant to Section 3.B. If Consultant does not respond Sections 1.3(b)(ii) or (b)(iii), the transaction giving rise to the Fee Attribution Statement within the ten (10) day period (the “Fee Attribution Statement Review Period”), Consultant shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth on the Fee Attribution Statementapplicable prepayment is expressly permitted under Section 6.

Fees. For the services described in Exhibit B, during the Term of this Agreement (a) Revolving Loan Commitment Fees Company agrees to pay Consultant to Administrative Agent, for distribution to each Revolving Lender (which is not a sum equal to Twenty Per Cent (20%) (the “Base Fees”) of any increase (the “ANI Increase”Defaulting Lender) in Companyproportion to that ▇▇▇▇▇▇’s quarterly adjusted net income from operations (the “ANI”) for the aggregate of Company’s Minnesota and Maryland operations over the Q4 (October 1 through December 31) 2022 ANI Baseline (as defined in Exhibit C) plus any annual increase in CPI-U (all items) Pro Rata Share, commitment fees for the period between June 1from and including the Effective Date to and excluding the Revolving Loan Commitment Termination Date equal to the average of the daily excess of the Revolving Loan Commitment Amount over the (i) aggregate principal amount of outstanding Revolving Loans (but not any outstanding Swing Line Loans; provided, 2023, and the date of calculation for such operations. Base Fees shall be calculated for each of Company’s fiscal quarters using ANI as described in, and calculated in accordance with, Exhibit C. If Company determines, acting reasonably and in good faithhowever, that the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent (50%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees such fee, Swing Line Lender shall not be entitled to receive any commitment fee with respect to any outstanding Swing Line Loans) and Final Additional Base Fees(ii) aggregate undrawn amount of all outstanding Letters of Credit, Company shall provide Consultant with its determination multiplied by 0.50% per annum; provided that, if the Consolidated Leverage Ratio as of the ANI Increase attributable to Consultant’s services within thirty (30) days last day of the end of Company’s fiscal quarter most recently ended Fiscal Quarter for which financial statements are required to have been delivered was less than 2.00:1.00 (the “Fee Attribution Statement”) on as certified and demonstrated in reasonable detail in a form mutually agreeable Compliance Certificate delivered to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation pursuant to Section 3.B. If Consultant does not respond to the Fee Attribution Statement within the ten (10) day period (the “Fee Attribution Statement Review Period”), Consultant shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees Administrative Agent with such financial statements in accordance with its calculation Section 5.1(d)), then the percentage set forth above shall be reduced to 0.375% per annum for the Fiscal Quarter immediately following the Fiscal Quarter for which such financial statements were delivered; provided further that any commitment fee owing to a Lender which is a Defaulting Lender may be withheld by Administrative Agent in its sole discretion for so long as such Lender remains a Defaulting Lender (for avoidance of doubt the failure of such Defaulting Lender to receive the timely payment of such fee by reason thereof shall not give rise to any Potential Event of Default or Event of Default). All such commitment fees to be calculated on the Fee Attribution Statementbasis of a 360-day year and the actual number of days elapsed and to be payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year, commencing on the first such date to occur after the Effective Date, and on the Revolving Loan Commitment Termination Date or the earlier date that the entire Revolving Loan Commitment is terminated.

Fees. For (a) The Borrower shall pay to: (i) the services described in Exhibit B, during Administrative Agent for the Term account of this Agreement Company agrees to pay Consultant a sum each Revolver Lender an unused commitment fee equal to Twenty Per Cent the product of: (20%x) (the “Base Fees”) of any increase (the “ANI Increase”) in Company’s quarterly adjusted net income from operations (the “ANI”) for the aggregate of Company’s Minnesota and Maryland operations over the Q4 daily average amounts of such Lender's Unused Revolver Commitment during such previous quarter, times (October 1 through December 31y) 2022 ANI Baseline (as defined in Exhibit C) plus any annual increase in CPI-U (all items) a per annum percentage equal to 0.375%; provided, that each Revolver Lender's Applicable Revolver Percentage of the outstanding Swing Advances shall be disregarded for calculating such Lender's Unused Revolver Commitment for the period between June 1purposes of determining the unused commitment fee of such Lender; and (ii) the Multicurrency Agent for the account of each Multicurrency Lender an unused commitment fee equal to the product of: (x) the aggregate of the daily average amounts of such Lender's Unused Multicurrency Commitment during such previous quarter, 2023times (y) a per annum percentage equal to 0.375%. Such unused commitment fees shall accrue from but not including the Closing Date to and including the Termination Date. Unused commitment fees shall be determined quarterly in arrears and shall be payable on each Quarterly Payment Date and on the Termination Date; provided that should any Class or Classes of the Commitments be terminated at any time prior to the Termination Date for any reason, the entire accrued and unpaid fee applicable to such Class or Classes of Commitments shall be calculated and paid on the date of calculation such termination. Any such unused commitment fee for such operations. Base Fees the first quarter following the Closing Date shall be calculated for each prorated according to the number of Company’s fiscal quarters using ANI as described in, and calculated days this Agreement was in accordance with, Exhibit C. If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent effect during such quarter. (50%b) attributable to Consultant’s services described in Exhibit B, Company The Borrower shall pay Consultant an additional sum up (i) to Seven the Administrative Agent, for the account and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination sole benefit of the ANI Increase attributable to Consultant’s services within thirty (30) days of the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation pursuant to Section 3.B. If Consultant does not respond to the Fee Attribution Statement within the ten (10) day period (the “Fee Attribution Statement Review Period”)Administrative Agent, Consultant shall forfeit any dispute rights such fees and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation other amounts at such times as set forth on in the Fee Attribution StatementAdministrative Agent's Letter Agreement, (ii) to Fifth Third Bank, for the account of and sole benefit of Fifth Third Bank, such fees and other amounts as set forth in the Joint Lead Arranger's Letter Agreement and (iii) such fees and other amounts at such times as set forth in the Lenders' Letter Agreement.

Fees. For (a) During the services described period from and including the Effective Date to, but excluding, the earlier of (x) the Applicable Rate – Rating Effectiveness Date and (y) the date on which the Revolving Commitment terminates, subject to adjustment in Exhibit Baccordance with Section 2.20, during the Term of this Agreement Company Borrower agrees to pay Consultant to the Administrative Agent for the account of each Revolving Lender, an unused fee, which shall accrue at the Unused Fee Rate on the daily amount of the difference between the Revolving Commitment of such Lender and the sum of (i) the outstanding principal balance of such Lender’s Revolving Loans and (ii) such Lender’s LC Exposure. The Unused Fee Rate shall be calculated on a sum daily basis, and accrued unused fees shall be payable quarterly in arrears on the last day of each March, June, September and December of each year occurring during such period and on the earlier of (x) the Applicable Rate – Rating Effectiveness Date and (y) the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereof. All unused fees shall be computed on the basis of a year of three hundred sixty (360) days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) During the period from and including the Applicable Rate – Rating Effectiveness Date to, but excluding, the date on which the Revolving Commitment terminates, subject to adjustment in accordance with Section 2.20, the Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender, a facility fee equal to Twenty Per Cent the daily aggregate amount of the Revolving Commitment of such Lender (20%whether or not utilized) multiplied by a rate per annum equal to the Applicable Facility Fee. Such facility fee shall be computed on a daily basis and payable quarterly in arrears on the last day of each March, June, September and December of each year occurring during such period and on the date on which the Revolving Commitment terminates, commencing on the first such date to occur after the Applicable Rate – Rating Effectiveness Date. The facility fee shall be computed on the basis of a year of three hundred sixty (the “Base Fees”360) of any increase (the “ANI Increase”) in Company’s quarterly adjusted net income from operations (the “ANI”) days and shall be payable for the aggregate actual number of Company’s Minnesota and Maryland operations over days elapsed (including the Q4 first day but excluding the last day). (October 1 through December 31c) 2022 ANI Baseline The Borrower agrees to pay (as defined in Exhibit Ci) plus any annual increase in CPI-U (all items) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to SOFR Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period between June 1, 2023, from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of calculation for such operations0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Base Fees Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be calculated for each of Company’s fiscal quarters using ANI as described inpayable on the fifth day ​ ​ following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and calculated in accordance with, Exhibit C. If Company determines, acting reasonably and in good faith, that any such fees accruing after the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent (50%) attributable date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to Consultant’s services described in Exhibit B, Company the Issuing Bank pursuant to this paragraph shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination of the ANI Increase attributable to Consultant’s services be payable within thirty (30) days of the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant shall have ten (10) days after demand. All participation fees and fronting fees (collectively, “Letter of Credit Fees”) shall be computed on the basis of a year of three hundred sixty (360) days and shall be payable for the actual number of days elapsed. (d) For the period commencing on June 30, 2022 and ending on and including the Initial Term Loan Commitment Expiration Date, the Borrower agrees to accept or dispute the Fee Attribution Statement or dispute Company’s calculation pursuant to Section 3.B. If Consultant does not respond pay to the Fee Attribution Statement within Administrative Agent, for the ten (10) day period (account of each Term Lender, a ticking fee, which shall accrue at the “Fee Attribution Statement Review Period”), Consultant shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth rate of 0.15% per annum on the average daily undrawn amount of such Term Lender’s Initial Term Loan Commitment during such period. Accrued ticking fees shall be payable in arrears on the last day of each March, June, September and December occurring during such period and on the Initial Term Loan Commitment Expiration Date. All ticking fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (e) The Borrower agrees to pay to the Administrative Agent and the Joint Lead Arrangers, for their own respective accounts, fees payable in the amounts and at the times specified in the applicable Fee Attribution StatementLetters, and such other fees as may separately be agreed upon between the Borrower and the Administrative Agent. (f) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing Bank, in the case of fees payable to it) for distribution, in the case of unused fees and participation and ticking fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. For (a) Borrower shall pay to Royal Bank of Canada and GE Capital, individually, the services described fees specified in Exhibit Bthe Fee Letter. (b) As additional compensation for the Lenders, during Borrower shall pay to Administrative Agent, for the Term ratable benefit of this Agreement Company agrees the Lenders, in arrears, on the first Business Day of each calendar quarter prior to pay Consultant the Commitment Termination Date and on the Commitment Termination Date, a sum Fee for Borrower’s non-use of available funds in an amount equal to Twenty Per Cent the Applicable Unused Line Fee Margin per annum multiplied by the difference between (20%x) (the “Base Fees”) of any increase (the “ANI Increase”) in Company’s quarterly adjusted net income from operations (the “ANI”) for the aggregate of Company’s Minnesota and Maryland operations over the Q4 (October 1 through December 31) 2022 ANI Baseline Maximum Amount (as defined in Exhibit Cit may be reduced from time to time) plus any annual increase in CPI-U and (all itemsy) the average for the period between June 1of the daily closing balances of the Revolving Loan (in any event, 2023excluding the balances of the Swing Line Loan) outstanding during the period for which such Fee is due. (c) If prior to the first anniversary of the Restatement Date, Borrower reduces or terminates the Revolving Loan Commitment or if prior to such date the Revolving Loan Commitments are otherwise terminated, Borrower shall pay to Administrative Agent, for the benefit of Lenders as liquidated damages and compensation for the date costs of being prepared to make funds available hereunder an amount equal to 1.0% multiplied by the amount of the reduction of the Revolving Loan Commitment. The Credit Parties agree that such fee is a reasonable calculation for such operationsof Lenders’ lost profits in view of the difficulties and impracticality of determining actual damages resulting from an early reduction or termination of the Revolving Loan Commitments. Base Fees Notwithstanding the foregoing, no prepayment fee shall be calculated for each of Company’s fiscal quarters using ANI as described in, and calculated in accordance with, Exhibit C. If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for payable by Borrower upon (i) a given fiscal quarter is at least Fifty Per Cent mandatory prepayment made pursuant to paragraphs (50%b) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent through (7.5%f) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination of the ANI Increase attributable to Consultant’s services within thirty (30) days of the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant shall have ten (10) days to accept Section 1.3 or dispute the Fee Attribution Statement or dispute Company’s calculation pursuant to Section 3.B. If Consultant 1.16(c); provided that Borrower does not respond permanently reduce or terminate the Revolving Loan Commitment upon any such prepayment or (ii) a sale of all of the Capital Stock of Holdings; provided, that such sale (x) has not been preceded by an unsolicited tender offer, (y) shall be consensual and (z) shall have been approved by the board of directors (or comparable governing board) of Holdings, the Borrower and the purchaser thereof. (d) Borrower shall pay to Administrative Agent, for the ratable benefit of Lenders, the Letter of Credit Fee Attribution Statement within the ten (10) day period (the “Fee Attribution Statement Review Period”), Consultant shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees as provided in accordance with its calculation set forth on the Fee Attribution Statement.Annex B.

Fees. For the services described in Exhibit B, during the Term of this Agreement Company agrees (a) The Borrowers agree to pay Consultant a sum to the Administrative Agent and the Arranger, for its own account, the fees in the amounts and at the times from time to time agreed to in writing by the Borrowers (or any Affiliate) and the Administrative Agent and/or the Arranger, including pursuant to the Fee Letter (the "Fees"). (b) If on or prior to the fourth anniversary of the Closing Date any Borrower pays after acceleration or prepays all or any portion of the Loan, whether voluntarily or involuntarily and whether before or after acceleration of the Obligations, Borrowers shall pay to the Administrative Agent, for the benefit of Lenders as liquidated damages and compensation for the costs of being prepared to make funds available hereunder an amount equal to Twenty Per Cent (20%) (the “Base Fees”) of any increase (the “ANI Increase”) in Company’s quarterly adjusted net income from operations (the “ANI”) for the aggregate of Company’s Minnesota and Maryland operations over the Q4 (October 1 through December 31) 2022 ANI Baseline Applicable Percentage (as defined below) multiplied by the principal amount of the Loan paid after acceleration or prepaid. As used herein, the term "Applicable Percentage" shall mean (w) 4%, in Exhibit Cthe case of a prepayment on or prior to the first anniversary of the Closing Date, (x) plus any annual increase 3%, in CPI-U the case of a prepayment after the first anniversary of the Closing Date but on or prior to the second anniversary thereof, (all itemsy) for 2% in the period between June 1, 2023case of a prepayment after the second anniversary of the Closing Date or on or prior to the third anniversary of the Closing Date, and (z) 1%, in the date case of calculation for such operations. Base Fees a prepayment after the third anniversary of the Closing Date but on or prior to the fourth anniversary of the Closing Date; provided, however, that no amount shall be calculated for each payable pursuant to this Section 2.05(b) in connection with a termination which occurs simultaneously with repayment of Company’s fiscal quarters using ANI as described in, and calculated in accordance with, Exhibit C. If Company determines, acting reasonably and in good faith, the Obligations with the proceeds of a credit facility under which such Lender is a lender. The Loan Parties agree that the quarterly ANI Increase for Applicable Percentages are a given fiscal quarter is at least Fifty Per Cent (50%) attributable to Consultant’s services described reasonable calculation of Lenders' lost profits in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination view of the ANI Increase attributable to Consultant’s services within thirty (30) days difficulties and impracticality of determining actual damages from a prepayment of the end of Company’s fiscal quarter (Loans. Notwithstanding the “Fee Attribution Statement”) on foregoing, no prepayment fee shall be payable by Borrowers upon a form mutually agreeable to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation mandatory prepayment made pursuant to Section 3.B. If Consultant does not respond to the Fee Attribution Statement within the ten (10) day period (the “Fee Attribution Statement Review Period”), Consultant shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth on the Fee Attribution Statement2.13.

Fees. For (a) Holdings agrees to pay to each Lender, through the services described Agent, on each March 31, June 30, September 30 and December 31 (with the first payment being due on June 30, 2002) and on each date on which the Commitment of such Lender shall be terminated or reduced as provided herein, a facility fee (a "Facility Fee"), at a rate per annum equal to the Facility Fee Percentage from time to time in Exhibit Beffect on the amount of the Commitment of such Lender (whether used or unused), during the Term preceding quarter (or other period commencing on the date of this Agreement Company or ending on the Maturity Date or any date on which the Commitment of such Lender shall be terminated). All Facility Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. The Facility Fee due to each Lender shall commence to accrue on the date of this Agreement, and shall cease to accrue on the date of termination of the Commitment of such Lender as provided herein. (b) Holdings agrees to pay Consultant the Agent the fees from time to time payable to it in its capacity as Agent pursuant to the Letter Agreements (the "Administrative Fee"). (c) Each Borrower for the account of which a sum Letter of Credit is issued agrees to pay the Agent for the account of the Fronting Bank that issued such Letter of Credit a fronting fee (a "Fronting Fee") and such other charges with respect to such Letter of Credit as are set forth in the Letter Agreements or otherwise agreed upon with such Fronting Bank, and agrees to pay to the Agent for the account of the Lenders a fee (the "LC Fee") on the face amount of each Letter of Credit issued by any Fronting Bank for the account of such Borrower calculated at a rate per annum equal to Twenty Per Cent the Applicable Margin for Eurodollar Loans (20%) (whether any such Loans are then outstanding), computed on the “Base Fees”) basis of any increase (the “ANI Increase”) actual number of days that each such Letter of Credit is outstanding, assuming a year of 360 days, payable in Company’s quarterly adjusted net income from operations (the “ANI”) for the aggregate of Company’s Minnesota arrears on each March 31, June 30, September 30 and Maryland operations over the Q4 (October 1 through December 31) 2022 ANI Baseline (as defined in Exhibit C) plus any annual increase in CPI-U (all items) for the period between June 1, 2023, and on the date that such Letter of calculation for such operations. Base Credit expires or is drawn in full. (d) All Fees shall be calculated paid on the dates due, in immediately available funds, to the Agent for each of Company’s fiscal quarters using ANI distribution, if and as described inappropriate, and calculated in accordance withamong the Lenders. Once paid, Exhibit C. If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent (50%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination none of the ANI Increase attributable to Consultant’s services within thirty (30) days of the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant Fees shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation pursuant to Section 3.B. If Consultant does not respond to the Fee Attribution Statement within the ten (10) day period (the “Fee Attribution Statement Review Period”), Consultant shall forfeit be refundable under any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth on the Fee Attribution Statementcircumstances.

Fees. For the services described in Exhibit BLessees agree, during the Term of this Agreement Company agrees jointly and severally, to pay Consultant a sum equal to Twenty Per Cent the fees set forth in this Section 3.4 (20%) (collectively, the “Base Fees”), as follows: (a) of any increase To Collateral Agent on the Closing Date, an upfront fee (the “ANI Increase”) in Company’s quarterly adjusted net income from operations (the “ANIUpfront Fee”) for the aggregate benefit of Company’s Minnesota each Lender, if applicable, pursuant to and Maryland operations over in an amount set forth in the Q4 applicable Upfront Fee Letter. (October 1 through December 31b) 2022 ANI Baseline (as defined in Exhibit C) plus any annual increase in CPI-U (all items) To the Collateral Agent for the period between June 1benefit of each Tranche A Lender, 2023, and a commitment fee (“Commitment Fee”) in an amount equal to the date product of calculation for .25% per annum multiplied by the unused portion of such operations. Base Fees Tranche A Lender’s Commitment during the preceding three-month period; provided that the Commitment Fee shall be calculated on the basis of the actual number of days that the unused portion of each Tranche A Lender’s Tranche A Commitment is available during such preceding three-month period. (c) To pay (i) to the Bank, for its own account, the fees set forth in the Trustee Fee Letter, payable in the amounts and on the dates set forth therein, (ii) to Collateral Agent, for its own account, the fees set forth in the Collateral Agent Fee Letter, payable in the amounts and on the dates set forth therein and (iii) to the Arranger, the Arrangement Fee. The Collateral Agent shall provide to the Lessees from time to time not less than six (6) Business Days prior to the due date(s) for each Commitment Fee, a written statement of Companythe amount of the Commitment Fee then due, the due date therefor and the calculation thereof; provided, however, that Collateral Agent’s fiscal quarters using ANI as described infailure to give such notice shall not relieve Lessee of its obligation to timely pay all Commitment Fees. The Commitment Fee shall be payable quarterly in arrears (on a date which is otherwise a Payment Date) with the first payment due September 30, 2003, and calculated in accordance with, Exhibit C. If Company determines, acting reasonably and in good faith, that shall be computed on the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent (50%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination basis of the ANI Increase attributable to Consultant’s services within thirty (30) actual number of days occurring during each calendar quarter, or portion thereof, ending on the last day of the end calendar quarter immediately preceding such Payment Date (with the initial period for the Commitment Fee being the period from and including the Closing Date to and including the last day of Company’s fiscal the calendar quarter (in which the “Closing Date occurs), and thereafter, during each calendar quarter, or portion thereof, ending on the last day of the calendar quarter immediately preceding such Payment Date, for which such Commitment Fee Attribution Statement”) on is payable over a form mutually agreeable to both Parties. Consultant year of 365 or if applicable 366 days, and shall have ten (10) days to accept or dispute be distributed by the Fee Attribution Statement or dispute Company’s calculation pursuant to Section 3.B. If Consultant does not respond Collateral Agent to the Fee Attribution Statement within the ten (10) day period (the “Fee Attribution Statement Review Period”), Consultant shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees Tranche A Lenders in accordance with its calculation set forth on the Fee Attribution Statementtheir respective interests therein.

Fees. For (a) The Borrower agrees to pay to the services described Revolving Facility Agent, for the account of each Revolving Lender, for each day: (i) a commitment fee equal to such Lender’s applicable Pro Rata Share of (A) the excess, determined as of the close of business on such day, of (1) the Total Revolving Commitments over (2) the aggregate principal amount of all outstanding Revolving Loans and the Letter of Credit Usage, multiplied by (B) the Commitment Fee Rate on such day (for the avoidance of doubt, the aggregate principal amount of any outstanding Swing Line Loans shall not be counted toward or considered usage of the Total Revolving Commitments for purposes of determining the commitment fee); and (ii) a letter of credit fee equal to such Lender’s applicable Pro Rata Share of (A) the Letter of Credit Usage (excluding any portion thereof attributable to unreimbursed drawings under the Letters of Credit), determined as of the close of business on such day, multiplied by (B) the Applicable Rate for Eurodollar Rate Revolving Loans on such day. (b) The Borrower agrees to pay directly to each Issuing Bank, for its own account, the following fees: (i) for each day, a fronting fee equal to 0.125% (or such lesser percentage as may be agreed to by a particular Issuing Bank) multiplied by the Letter of Credit Usage attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed drawings under such Letters of Credit), determined as of the close of business on any such day; and (ii) such documentary and processing charges for any issuance, amendment, transfer or payment of a Letter of Credit as are in Exhibit Baccordance with such Issuing Bank’s standard schedule for such charges and as in effect at the time of such issuance, amendment, transfer or payment, as the case may be. (c) All fees referred to in Sections 2.11(a) and 2.11(b)(i) shall be calculated on the basis of a year of 360 days and the actual number of days elapsed and shall be payable quarterly in arrears on the last Business Day of March, June, September and December of each year (i) in the case of the fees referred to in Section 2.11(a)(i), during the Term Revolving Commitment Period and (ii) in the case of this Agreement Company the fees referred to in Section 2.11(a)(ii) or 2.11(b)(i), during the period from and including the Closing Date to but excluding the later of the Revolving Commitment Termination Date and the date on which the Letter of Credit Usage shall have been reduced to zero; provided that all such fees shall be payable on the Revolving Commitment Termination Date and any such fees accruing after such date shall be payable on demand. (d) The Borrower agrees to pay Consultant a sum equal (i) to Twenty Per Cent the General Administrative Agent and to the Applicable Facility Agents such fees as are contemplated by the Fee Letters and (20%ii) (to the “Base Fees”) of any increase (Agents such other fees in the “ANI Increase”) amounts and at the times separately agreed upon in Company’s quarterly adjusted net income from operations (the “ANI”) for the aggregate of Company’s Minnesota and Maryland operations over the Q4 (October 1 through December 31) 2022 ANI Baseline (as defined in Exhibit C) plus any annual increase in CPI-U (all items) for the period between June 1, 2023, and the date of calculation for such operations. Base Fees shall be calculated for each of Company’s fiscal quarters using ANI as described in, and calculated in accordance with, Exhibit C. If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent (50%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination respect of the ANI Increase attributable to Consultant’s services within thirty credit facilities provided herein. (30e) days of the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant Fees paid hereunder shall have ten (10) days to accept not be refundable or dispute the Fee Attribution Statement or dispute Company’s calculation pursuant to Section 3.B. If Consultant does not respond to the Fee Attribution Statement within the ten (10) day period (the “Fee Attribution Statement Review Period”), Consultant shall forfeit creditable under any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth on the Fee Attribution Statementcircumstances.

Fees. For the services described in Exhibit B, during the Term of this Agreement Company (a) The Borrower agrees to pay Consultant to the Administrative Agent, for the account of CSFB, the Administrative Agent or the Issuing Banks, each for its own account, fees payable in the amounts and at the times separately agreed upon by the Borrower and such Persons. (b) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a sum equal participation fee with respect to Twenty Per Cent its agreement to participate in Letters of Credit, which participation fee shall accrue at the rate of 5.75% per annum (20%subject to a reduction from 5.75% to 5.00% from and after the Rate Reduction Date (if any)), on the average daily amount of such Lender's Credit-Linked Deposit during the period from and including the Closing Date to but excluding the date on which such Lender's Credit-Linked Deposit is withdrawn from the Credit-Linked Deposit Account in accordance with the terms hereof, (ii) to the Administrative Agent for the account of each Lender a make-whole fee with respect to each Interest Period applicable to such Lender's Credit-Linked Deposit, which make-whole fee shall accrue at the rate of the Eurodollar Rate for such Interest Period MINUS the LIBID Rate for such Interest Period, on the average daily amount of such Lender's Credit-Linked Deposit during such Interest Period, for each such Interest Period from and including the Closing Date to but excluding the date on which such Lender's Credit-Linked Deposit is withdrawn from the Credit-Linked Deposit Account in accordance with the terms hereof, and (iii) to each Issuing Bank a fronting fee, which shall accrue at the “Base Fees”) rate of 0.125% per annum on the average daily aggregate face amount of the outstanding Letters of Credit of such Issuing Bank, as well as such Issuing Bank's standard fees with respect to the issuance, amendment, renewal or extension of any increase (Letter of Credit or processing of drawings thereunder. Accrued participation fees, make-whole fees and fronting fees shall be due and payable on the “ANI Increase”) in Company’s quarterly adjusted net income from operations (last day of each Interest Period applicable to interest accruing on the “ANI”) for Credit-Linked Deposits, commencing on the aggregate of Company’s Minnesota and Maryland operations over first such date to occur after the Q4 (October 1 through December 31) 2022 ANI Baseline (as defined in Exhibit C) plus any annual increase in CPI-U (Closing Date; PROVIDED that all items) for the period between June 1, 2023, and such fees shall be payable on the date of calculation for on which the Credit-Linked Deposits are returned to the Lenders and any such operations. Base Fees fees accruing after the date on which the Credit-Linked Deposits are returned to the Lenders shall be calculated for each of Company’s fiscal quarters using ANI as described in, and calculated in accordance with, Exhibit C. If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent (50%) attributable payable on demand. Any other fees payable to Consultant’s services described in Exhibit B, Company any Issuing Bank pursuant to this paragraph shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination of the ANI Increase attributable to Consultant’s services be payable within thirty (30) days of the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant shall have ten (10) days to accept or dispute after demand. All participation fees, make-whole fees and fronting fees shall be computed on the Fee Attribution Statement or dispute Company’s calculation pursuant to Section 3.B. If Consultant does not respond basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Fee Attribution Statement within Administrative Agent for the ten (10) day period (benefit of the “Fee Attribution Statement Review Period”), Consultant parties entitled thereto. Fees paid shall forfeit not be refundable under any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth on the Fee Attribution Statementcircumstances.

Fees. For (a) The Concessionaire shall pay the services described Independent Engineer (the “Concessionaire Base Fee”) as set forth in Exhibit C for the Independent Verifier and Certifier portion of the Baseline Services (Exhibit B, during the Term of this Agreement Company agrees to pay Consultant a sum equal to Twenty Per Cent (20%Section I) (the “Concessionaire Baseline Services”), which Concessionaire Base Fees”Fee shall be payable in arrears commencing with the month in which the Agreement Date occurs. (b) of any increase The Concessionaire shall pay the Independent Engineer (the “ANI IncreaseDepartment Base Fee”) as set forth in Company’s quarterly adjusted net income from operations Exhibit C for the Independent Quality Assurance portion of the Baseline Services (Exhibit B, Section II) (the “ANIDepartment Baseline Services”) for the aggregate of Company’s Minnesota and Maryland operations over the Q4 (October 1 through December 31) 2022 ANI Baseline (as defined in Exhibit C) plus any annual increase in CPI-U (all items) for the period between June 1), 2023, and the date of calculation for such operations. which Department Base Fees Fee shall be calculated offset against and limited by the Department’s compensation for each oversight services pursuant to Section 10.03 of Company’s fiscal quarters using ANI as described inthe ARCA; provided, and calculated in accordance with, Exhibit C. If Company determines, acting reasonably and in good faithhowever, that the quarterly ANI Increase Department has first authorized the Independent Engineer to perform the services as noted by issuance of a written work order (a copy of which shall be provided to the Concessionaire) and the Department has received and accepted such services. (c) The Concessionaire shall pay the Independent Engineer for a given fiscal quarter is at least Fifty Per Cent (50%) attributable to Consultant’s services described such Additional Services as it has requested from the Independent Engineer in accordance with the hourly rates and charges set forth in Exhibit B, Company C. The Department shall pay Consultant an additional sum up the Independent Engineer for such Additional Services as the Department has requested from the Independent Engineer in accordance with the hourly rates and charges set forth in Exhibit C. Any such requests for Additional Services shall be made in writing by the requesting party to Seven the Independent Engineer with copies of any such request provided to the other party in accordance with Section 12.05. (d) Commencing on April 1, 2009, and a Half Per Cent on April 1 of each subsequent calendar year, the hourly rates and charges for Additional Services may be increased based on the compensation circumstances of the affected individuals but in any case by no more than 10 percent (7.510%) of ANI Increase (the “Additional Base Fees”)previous calendar year’s rates. If Company determines, acting reasonably and All payments shall be made in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination of the ANI Increase attributable to Consultant’s services within thirty (30) days of the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation pursuant to Section 3.B. If Consultant does not respond to the Fee Attribution Statement within the ten (10) day period (the “Fee Attribution Statement Review Period”), Consultant shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth on the Fee Attribution StatementU.S. dollars.

Fees. For the services described in Exhibit B, during the Term of this Agreement Company (a) The Borrower agrees to pay Consultant to the Administrative Agent for the account of each Lender a sum fee (the "Commitment Fee") during the RC Commitment -------------- Period, payable quarterly in arrears on the last day of each March, June, September and December of each year, commencing on the first such date following the Effective Date, and on the RC Commitment Termination Date, on the average daily excess of (i) the RC Commitment of such Lender, over (ii) the aggregate outstanding principal balance of the RC Loans of such Lender, at a rate per annum equal to Twenty Per Cent (20a) at all times when the Total Leverage Ratio is greater than or equal to 4.50:1.00, 0.500% and (b) at all times when the Total Leverage Ratio is less than 4.50:1.00, 0.375%. The Commitment Fee shall be computed on the basis of a 360-day year for the actual number of days elapsed. (b) Solely for purposes of calculating the Commitment Fee, changes in the Total Leverage Ratio, as evidenced by a Compliance Certificate delivered to the Administrative Agent pursuant to section 7.1(d) or a Borrowing Request or Letter of Credit Request delivered to the Administrative Agent pursuant to section 5.2 (the “Base Fees”c) of any increase evidencing such a change, shall become effective upon (the “ANI Increase”i) in Company’s quarterly adjusted net income from operations the case of the delivery of a Compliance Certificate, the first Business Day following the delivery of (x) such Compliance Certificate and (y) the “ANI”applicable financial statements required to be delivered pursuant to section 7.1(a) for or (c), as the aggregate of Company’s Minnesota and Maryland operations over the Q4 (October 1 through December 31) 2022 ANI Baseline (as defined in Exhibit C) plus any annual increase in CPI-U (all items) for the period between June 1, 2023case may be, and (ii) in the case of the delivery of a Borrowing Request or Letter of Credit Request, the Borrowing Date applicable thereto. Solely for purposes of calculating the Commitment Fee, if the Borrower shall fail to deliver a Compliance Certificate within 60 days after the end of each of the first three fiscal quarters, or within 120 days after the end of the last fiscal quarter, of each fiscal year (each a "certificate delivery date"), the Total ------------------------- Leverage Ratio from and including such certificate delivery date to the date of calculation for delivery by the Borrower to the Administrative Agent of such operations. Base Fees Compliance Certificate shall be calculated for each of Company’s fiscal quarters using ANI as described in, and calculated in accordance with, Exhibit C. If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent (50%) attributable conclusively presumed to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination of the ANI Increase attributable to Consultant’s services within thirty (30) days of the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation pursuant to Section 3.B. If Consultant does not respond to the Fee Attribution Statement within the ten (10) day period (the “Fee Attribution Statement Review Period”), Consultant shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth on the Fee Attribution Statementbe greater than 4.50:1.00.

Fees. For a. DURING THE TERM OF THIS AGREEMENT, KEYHOLDER SHALL PAY TO GE A FEE FOR THE RIGHT TO USE THE SERVICE (THE “SYSTEM FEE”). THE SYSTEM FEE FOR KEYHOLDERS ENTERING INTO THIS AGREEMENT DURING THE FIRST YEAR OF THE TERM OF THE MASTER AGREEMENT (AS DEFINED HEREIN) IS SET FORTH IN EXHIBIT A. SYSTEM FEES ARE SUBJECT TO ALL APPLICABLE TAX. b. If Keyholder is provided a ActiveKEY, Keyholder shall be required to pay when entering into this Agreement on the services described date set forth in Exhibit Bthe signature block, one-twelfth of the annual ActiveKEY System Fee for each month or part thereof remaining before March 5 of the relevant year; plus subsequent annual System Fees on each March 5 thereafter during the Term of this Agreement. c. If Keyholder is provided ▇▇▇▇ Professional Software or ▇▇▇▇ Basic Software, Keyholder shall be required to pay, by automatic charges to the credit card or automatic debits to the debit card designated by Keyholder in Exhibit A attached hereto (the “Credit/Debit Account”), the initial System Fee when entering into this Agreement Company on the date set forth above; plus subsequent monthly System Fees on or about the fifth (5th) day of each month thereafter during the Term of this Agreement. d. If Keyholder subscribes to a multiple listing service (“MLS”) and the MLS discontinues providing MLS data for any reason, the System Fee paid by Keyholder for use of the ▇▇▇▇ Professional Software shall not be reduced. e. If any of the following Equipment is lost, destroyed or damaged, GE may replace such Equipment with refurbished Equipment (“Replacement”), which shall be completely compatible with and shall function with the Service, and shall offer the same level of functionality as the Equipment previously provided to Keyholder. Any Replacement shall be available at the following prices: $249.00 However, if Keyholder purchases Replacement Insurance pursuant to Exhibit A attached hereto and the requirements of such Section are satisfied, there shall be no charge for a Replacement ActiveKEY. f. Upon execution of this Agreement, or at any time during the Term of this Agreement, Keyholder may elect to purchase the Replacement Insurance, which is set forth in Exhibit A attached hereto. Such insurance shall cover the ActiveKEY provided to Keyholder and any Replacement. Insurance does not cover PDAs, Phones, or iBoxes. g. If Keyholder desires to close, terminate, or cancel the Credit/Debit Account, Keyholder shall be required to notify GE in writing and deliver to GE a new Credit/Debit Account authorization forty-five (45) days before taking any such action. All changes to the Credit/Debit Account should be sent as directed by GE. Otherwise, Keyholder shall not close, terminate, cancel, overdraw, overcharge or otherwise impair GE’s rights to automatic charges or debits to the Credit/Debit Account during the Term of this Agreement. h. Keyholder agrees to pay Consultant to GE a sum equal to Twenty Per Cent late fee of $25.00 for any System Fee that is not received by GE within five (20%5) (the “Base Fees”) of any increase (the “ANI Increase”) in Company’s quarterly adjusted net income from operations (the “ANI”) for the aggregate of Company’s Minnesota and Maryland operations over the Q4 (October 1 through December 31) 2022 ANI Baseline (as defined in Exhibit C) plus any annual increase in CPI-U (all items) for the period between June 1, 2023, and days after the date such payment is due. Keyholder also agrees to pay to GE a fee of calculation $25.00 for such operations. Base Fees shall be calculated any Keyholder payment that is returned unpaid or for each of Company’s fiscal quarters using ANI as described ininsufficient funds or credit. i. EXCEPT AS OTHERWISE PROVIDED HEREIN, and calculated in accordance withKEYHOLDER’S OBLIGATION TO MAKE PAYMENTS TO GE SHALL BE ABSOLUTE, Exhibit C. If Company determinesUNCONDITIONAL, acting reasonably and in good faithNONCANCELABLE AND INDEPENDENT, that the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent (50%) attributable to Consultant’s services described in Exhibit BAND SHALL NOT BE SUBJECT TO ANY SETOFF, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determinesCLAIM OR DEFENSE FOR ANY REASON, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination of the ANI Increase attributable to Consultant’s services within thirty (30) days of the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation pursuant to Section 3.B. If Consultant does not respond to the Fee Attribution Statement within the ten (10) day period (the “Fee Attribution Statement Review Period”), Consultant shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth on the Fee Attribution StatementINCLUDING ANY CLAIMS KEYHOLDER MAY HAVE RELATING TO PERFORMANCE OF THE SERVICE OR FOR ANY LOSS OR DAMAGE.

Fees. For (a) In consideration of the services described in Exhibit Bcontemplated by Paragraph 2, during subject to the Term provisions of this Agreement Paragraph 6, Investment, Holdings, the Company agrees and NMI and their respective successors hereby jointly and severally agree to pay Consultant to Vestar a sum equal to Twenty Per Cent (20%) per annum management fee (the “Base FeesFee”) equal to the greater of any increase (the “ANI Increase”i) in Company’s quarterly adjusted net income from operations $850,000 and (the “ANI”ii) for the aggregate an amount per annum equal to 1% of Company’s Minnesota and Maryland operations over the Q4 (October 1 through December 31) 2022 ANI Baseline Consolidated EBITDA (as defined in Exhibit C) plus any annual increase in CPI-U (all items) for the period between June 1Credit Agreement entered into on the date hereof among NMH Mergersub, 2023Inc., Holdings, the lenders party thereto and JPMorgan Chase Bank, N.A. and UBS Securities LLC, as joint lead arrangers and book managers, and the date of calculation JPMorgan Chase Bank, N.A., as sole administrative agent for such operationslenders), before deducting the Fee payable pursuant to this Section 3 (“Adjusted EBITDA”), commencing at the Effective Time. Base Fees The Fee shall be calculated payable semi-annually in advance (based on clause (i) above in 2006 an thereafter based on the greater of clause (i) above and 1% of the prior year’s Adjusted EBITDA), with an adjustment of the Fee for each any fiscal year payable promptly following the determination of Adjusted EBITDA for such fiscal year or on termination of this Agreement. All references to per annum or annual herein refer to the fiscal year of the Company’s . The initial Fee shall be pro rated to reflect the portion of the current fiscal quarters using ANI year which elapses prior to the Effective Time an shall be payable at Closing. The semi-annual Fee payments shall be non-refundable (except for any downward adjustment as described inabove). (b) Investment, Holdings, the Company and calculated in accordance with, Exhibit C. If Company determines, acting reasonably NMI and in good faith, that their respective successors also hereby jointly and severally agree to pay Vestar at the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent (50%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase effective time (the “Additional Base FeesEffective Time”). If Company determines) of the merger provided for in the Agreement and Plan of Merger, acting reasonably dated as of March 22, 2006, among the Company, Holdings and in good faithNMH Mergersub, that the quarterly ANI Increase for Inc., a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven Delaware corporation and a Half Per Cent (7.5%) wholly owned subsidiary of ANI Increase Holdings (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination of the ANI Increase attributable to Consultant’s services within thirty (30) days of the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation pursuant to Section 3.B. If Consultant does not respond to the Fee Attribution Statement within the ten (10) day period (the “Fee Attribution Statement Review PeriodMerger Agreement”), Consultant shall forfeit any dispute rights and Company shall make any payment a transaction fee equal to $7.5 million plus all of Out-of-Pocket Expenses (as defined in Section 4) incurred by Vestar prior to the Effective Time for Additional Base Fees and Final Additional Base Fees services rendered by Vestar in accordance connection with its calculation set forth on the Fee Attribution Statementconsummation of the merger referred to in the Merger Agreement.

Fees. For (a) The Borrower shall pay to the services described Agents such fees as shall have been separately agreed upon in Exhibit B, during writing (including pursuant to any fee letter executed with the Term of this Agreement Company Agents in connection with the Facilities) in the amounts and at the times so specified. Such fees shall be fully earned when due and shall not be refundable for any reason whatsoever (except as expressly agreed between the Borrower and the applicable Agent). (b) The Borrower agrees to pay Consultant a sum to ▇▇▇▇▇▇▇ having Revolving Exposure: (i) commitment fees for the period from and including the Closing Date to and including the Revolving Commitment Termination Date equal to Twenty Per Cent (20%A) the average of the daily difference between (1) the Revolving Commitments and (2) the sum of (I) the aggregate principal amount of all outstanding Revolving Loans plus (II) the Letter of Credit Usage, times (B) the Applicable Commitment Fee; and (ii) letter of credit fees with respect to all Letters of Credit (other than trade Letters of Credit) (the “Base FeesL/C Fee”) equal to the (A) Applicable Rate for Revolving Loans that are Term SOFR Loans or Alternative Currency Loans (or, with respect to trade Letters of Credit, 50% of the Applicable Rate for Revolving Loans that are Term SOFR Loans or Alternative Currency Loans), times (B) the maximum amount available to be drawn under all Letters of Credit (regardless of whether any increase (conditions for drawing could then be met and determined as of the “ANI Increase”) in Company’s quarterly adjusted net income from operations (the “ANI”) for the aggregate close of Company’s Minnesota and Maryland operations over the Q4 (October 1 through December 31) 2022 ANI Baseline (as defined in Exhibit C) plus business on any annual increase in CPI-U (all items) for the period between June 1, 2023, and the date of calculation for determination and whether or not such operationsmaximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit). Base Fees All fees referred to in this Section 2.11(b) shall be calculated paid to the Administrative Agent at the Administrative Agent’s Office and upon receipt, the Administrative Agent shall promptly distribute to each Lender its Pro Rata Share thereof. In addition, for each of Company’s fiscal quarters using ANI as described in, and calculated in accordance with, Exhibit C. If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent (50%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Feesthe commitment fees referred to in clause (b)(i) only, Company shall provide Consultant with its determination no portion of the ANI Increase attributable Revolving Commitments shall be deemed utilized as a result of outstanding Swing Line Loans. (c) The Borrower agrees to Consultant’s services within thirty pay directly to the applicable Issuing Bank, for its own account, the following fees: (30i) days a fronting fee to be agreed by the Borrower and the applicable Issuing Bank (not to exceed 0.125% per annum) times the maximum Dollar Amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit) determined as of the end close of Company’s fiscal quarter business on any date of determination; and (the “Fee Attribution Statement”ii) on such documentary and processing charges for any issuance, amendment, transfer or payment of a form mutually agreeable to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation pursuant to Section 3.B. If Consultant does not respond to the Fee Attribution Statement within the ten (10) day period (the “Fee Attribution Statement Review Period”), Consultant shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees Letter of Credit as are in accordance with such Issuing Bank’s standard schedule for such charges and as in effect at the time of such issuance, amendment, transfer or payment, as the case may be, which fees, costs and charges shall be payable to such Issuing Bank within three Business Days after its calculation set forth demand therefor and are nonrefundable. Each payment of fees required above under this clause (c) on any Letters of Credit, whether denominated in Dollars or an Alternative Currency, shall be made in Dollars. (d) All fees referred to in Sections 2.11(b) and 2.11(c)(i) shall be payable quarterly in arrears on the Fee Attribution Statementfirst day following the last day of each fiscal quarter of each year during the Revolving Commitment Period, commencing with the first day following the first full fiscal quarter ending after the Closing Date, and on the Revolving Commitment Termination Date; provided that any such fees accruing after the Revolving Commitment Termination Date shall be payable on demand. (e) The Borrower agrees to pay to the Administrative Agent for its own account the fees payable in the amounts and at the times separately agreed upon.

Fees. For the services described in Exhibit B, during the Term of this Agreement Company The Borrower agrees to pay Consultant a sum equal pay: (a) As and when required by the Fee Letters, to Twenty Per Cent the Administrative Agent, ▇▇▇▇▇ Fargo (20%in its capacity as an Issuing Bank in respect of Fronted Letters of Credit) (and the “Base Fees”) of any increase (the “ANI Increase”) in Company’s quarterly adjusted net income from operations (the “ANI”) Arrangers, for their own account and for the aggregate account of Company’s Minnesota each Lender, as applicable, the respective fees payable to the Administrative Agent, the Arrangers and Maryland operations over such Lenders in the Q4 amounts and at the times previously agreed in the Fee Letters; (October 1 through December 31b) 2022 ANI Baseline To the Administrative Agent, for the account of each Lender, a commitment fee for each calendar quarter (as defined in Exhibit C) plus any annual increase in CPI-U (all itemsor portion thereof) for the period between June 1from the Closing Date to the Termination Date, 2023at a per annum rate equal to the Applicable Margin Percentage in effect for such fee from time to time during such quarter on such Lender’s Pro Rata Share of the average daily aggregate Unutilized Revolving Commitments (excluding Swingline Exposure for purposes of this Section 2.9(b) only), payable in arrears (i) on the last Business Day of each calendar quarter, beginning with the first such day to occur after the Closing Date, (ii) on the date of any increase in the Aggregate Revolving Commitments pursuant to Section 2.20, and (iii) on the Termination Date; (c) Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any fees accruing during such period pursuant to clause (b) of this Section (without prejudice to the rights of the Lenders other than Defaulting Lenders in respect of such fees), or any amendment fees hereafter offered to any Lender, and the date pro rata payment provisions of calculation Section 2.15 will automatically be deemed adjusted to reflect the provisions of this Section; provided that (a) to the extent that a portion of the Swingline Exposure of a Defaulting Lender is reallocated to the Non-Defaulting Lenders pursuant to clause (ii) of Section 2.22(a), such fees that would have accrued for the benefit of such operations. Base Fees shall Defaulting Lender will instead accrue for the benefit of and be calculated for each of Company’s fiscal quarters using ANI as described inpayable to such Non-Defaulting Lenders, and calculated pro rata in accordance withwith their respective Revolving Commitments and (b) to the extent any portion of such Swingline Exposure cannot be so reallocated, Exhibit C. If Company determinessuch fees will instead accrue for the benefit of and be payable to the Swingline Lender; (d) To the Administrative Agent, acting reasonably and in good faithfor the account of each Lender, that the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent (50%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) letter of ANI Increase credit fee (the “Additional Base FeesL/C Fee”)) for each calendar quarter (or portion thereof) in respect of all Letters of Credit outstanding during such quarter, at a per annum rate equal to 0.40% of such Lender’s Pro Rata Share of the average daily aggregate Stated Amount of such Letters of Credit. If Company determinesThe L/C Fee shall be due and payable quarterly in arrears (i) on the last Business Day of each calendar quarter, acting reasonably commencing with the first such date to occur after the Closing, through the Final Maturity Date and in good faith(ii) on the Final Maturity Date; provided, however, that any L/C Fees otherwise payable for the quarterly ANI Increase for account of a given fiscal quarter is at least SeventyDefaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable Fronting Bank shall be payable, to the maximum extent permitted by Applicable Law, to the Non-Five Per Cent (75%) attributable Defaulting Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) such Letter of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination of the ANI Increase attributable to Consultant’s services within thirty (30) days of the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation Credit pursuant to Section 3.B. If Consultant does not respond 2.22(a)(i), with the balance of such fee, if any, payable to the Fee Attribution Statement within applicable Fronting Bank for its own account; and (e) To the ten (10) day period (Administrative Agent and the “Fee Attribution Statement Review Period”)Fronting Banks, Consultant shall forfeit any dispute rights each for its own account, with respect to the Issuance of each Letter of Credit hereunder, such reasonable fees and Company shall make any payment for Additional Base Fees and Final Additional Base Fees expenses as the Administrative Agent or such Fronting Bank, as the case may be, customarily requires in accordance connection with its calculation set forth on the Fee Attribution Statementissuance, amendment, transfer, negotiation, processing and/or administration of letters of credit.

Fees. For (a) Simultaneously with the services described in Exhibit B, during the Term execution and delivery of this Agreement Company agrees Agreement, the Borrower shall pay to pay Consultant the Agent, for the benefit of the Lenders according to their respective Revolving Credit Commitments, a sum equal to Twenty Per Cent (20%) non-refundable upfront fee (the “Base Fees”) of any increase (the “ANI Increase”) in Company’s quarterly adjusted net income from operations (the “ANI”) for the aggregate of Company’s Minnesota and Maryland operations over the Q4 (October 1 through December 31) 2022 ANI Baseline (as defined in Exhibit C) plus any annual increase in CPI-U (all items) for the period between June 1, 2023, and the date of calculation for such operations. Base Fees shall be calculated for each of Company’s fiscal quarters using ANI as described in, and calculated in accordance with, Exhibit C. If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent (50%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base FeesUnderwriting Fee”). If Company determines, acting reasonably and as set forth in good faitha separate written agreement dated June 30, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination of the ANI Increase attributable to Consultant’s services within thirty (30) days of the end of Company’s fiscal quarter 2011 (the “Fee Attribution StatementLetter”). (b) The Borrower shall pay to the Agent for the account of the Lenders, pro rata according to their respective Revolving Percentage, a quarterly facility fee (the “Facility Fee”) on a form mutually agreeable an amount equal to both Partiesthe product of (i) the difference of (A) the daily average amount of such Lender’s Revolving Credit Commitment for such quarterly period (such quarterly period beginning on the first day of each such quarter to and ending on (and including) the earlier of (1) the date such Lender’s Revolving Credit Commitment is terminated, (2) the Revolving Credit Commitment Termination Date and (3) the last day of such quarter, minus (B) the daily average amount of such Lender’s Revolving Exposure (the difference between the amounts in (b)(i)(A) and the amounts in (b)(i)(B) above is referred to herein as the “Facility Usage”), multiplied by (ii) such quarter’s portion of the annual Facility Fee Percentage (i.e., 0.50% divided by 360 days and multiplied by the actual number of days in the then current quarter). Consultant The accrued Facility Fee shall have ten be payable quarterly in arrears on the Monthly Dates, and also on the earlier of (10i) days to accept the date the Total Revolving Credit Commitment is terminated, or dispute (ii) the Revolving Credit Commitment Termination Date, and in the event the Borrower reduces the Total Revolving Credit Commitment as provided in subsection 2.5(b) hereof, on the effective date of such reduction. Notwithstanding the foregoing, the Facility Fee Attribution Statement or dispute Company’s calculation shall not be due for any quarter when the average aggregate Facility Usage is greater than sixty-five percent (65%). (c) The Underwriting Fee and the Facility Fee, and any Extension Fee payable pursuant to Section 3.B. If Consultant does not respond 2.24 are hereinafter sometimes referred to the Fee Attribution Statement within the ten (10) day period (individually as a “Fee” and collectively as the “Fee Attribution Statement Review PeriodFees”), Consultant shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth on the Fee Attribution Statement.

Fees. For (a) The Company shall pay to counsel of the Subscribers its fees of $20,000 maximum ($10,000 of which has already been paid) for services described rendered to Subscribers in Exhibit Bconnection with this Agreement and the other Subscription Agreements for aggregate subscription amounts of up to $2,000,000 of principal amount of Notes (the "Initial Offering") and acting as escrow agent for the Initial Offering. The Company will pay to the Finder identified on SCHEDULE D hereto a cash fee equal to nine percent (9%) of the principal amount of the Notes as designated on SCHEDULE D ("Finder's Fee"). The Finder's Fee in connection with the Initial Offering must be paid on the Closing Date. The Finder identified on SCHEDULE D will also receive within ten days of the exercise date of the Warrants a fee equal to 4% of the cash proceeds received by the Company from the exercise of the Warrants. The legal fees will be payable out of funds held pursuant to a Funds Escrow Agreement to be entered into by the Company, during Subscriber and Escrow Agent. (b) The Company will issue and deliver, at the Term Closing, to the Finder identified on SCHEDULE D, a Warrant to purchase a number of shares of the Company's Common Stock equal to five percent (5%) of the principal amount of the Note issued to the Subscriber. A form of this Agreement Warrant is annexed hereto as EXHIBIT F. (c) The Company agrees to pay Consultant a sum equal to Twenty Per Cent (20%) (on the “Base Fees”) of any increase (the “ANI Increase”) in Company’s quarterly adjusted net income from operations (the “ANI”) for the aggregate of Company’s Minnesota and Maryland operations over the Q4 (October 1 through December 31) 2022 ANI Baseline (as defined in Exhibit C) plus any annual increase in CPI-U (all items) for the period between June 1, 2023one hand, and the date Subscriber on the other hand, agree to indemnify the other against and hold the other harmless from any and all liabilities to any other persons claiming brokerage commissions or finder's fees except as identified on SCHEDULE D hereto on account of calculation for such operations. Base Fees shall be calculated for each of Company’s fiscal quarters using ANI as described in, and calculated in accordance with, Exhibit C. If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent (50%) attributable services purported to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination have been rendered on behalf of the ANI Increase attributable to Consultant’s services within thirty (30) days indemnifying party in connection with this Agreement or the transactions contemplated hereby and arising out of the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Partiessuch party's actions. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation pursuant to Section 3.B. If Consultant does not respond to the Fee Attribution Statement within the ten (10) day period (the “Fee Attribution Statement Review Period”), Consultant shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation Except as set forth on SCHEDULE D hereto, the Fee Attribution StatementCompany represents that there are no other parties entitled to receive fees, commissions, or similar payments in connection with the offering described in the Subscription Agreement.

Fees. For (a) The Borrower agrees to pay to the services Administrative Agent in Dollars, for the account of each Revolving Credit Lender (in each case pro rata (but subject to the computation and payment methodologies described in Exhibit Bthis clause (a) below) according to the respective Revolving Credit Commitments of all such Revolving Credit Lenders), a commitment fee (the “Revolving Credit Commitment Fee”) for each day from the Closing Date to, but excluding, (i) solely with respect to 2022 Extended Revolving Credit Commitments and 2022 Extended Revolving Credit Lenders, the 2022 Extended Revolving Credit Termination Date and (ii) solely with respect to 2022 Non-Extended Revolving Credit Commitments and 2022 Non-Extended Revolving Credit Lenders, the 2022 Non-Extended Revolving Credit Termination Date. The Revolving Credit Commitment Fee shall be earned, due and payable by the Borrower (x) quarterly in arrears on the tenth (10th) Business Day following the end of each March, June, September and December (for the three-month period (or portion thereof) ended on such day for which no payment has been received) and (y) (i) with respect to the 2022 Extended Revolving Credit Commitments, on the 2022 Extended Revolving Credit Termination Date (for the period ended on such date for which no payment has been received pursuant to clause (x) above) and (ii) with respect to the 2022 Non-Extended Revolving Credit Commitments, on the 2022 Non-Extended Revolving Credit Termination Date (for the period ended on such date for which no payment has been received pursuant to clause (x) above). The Revolving Credit Commitment Fee shall be computed for each day during such period at a rate per annum equal to the applicable 2022 Extended Revolving Credit Commitment Fee Rate in effect on such day on the applicable portion of the Available Revolving Commitment in effect on such day. (i) In the event that, after the Sixth Amendment Effective Date and prior to the six month anniversary of the Sixth Amendment Effective Date, the Borrower (x) makes any prepayment or repayment of 2016 Incremental Term Loans in connection with any Sixth Amendment Repricing Transaction or (y) effects any amendment of this Agreement Company resulting in a Sixth Amendment Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders holding 2016 Incremental Term Loans, (I) a prepayment premium of 154 1.00% of the principal amount of the 2016 Incremental Term Loans being prepaid in connection with such Sixth Amendment Repricing Transaction and (II) in the case of clause (y), an amount equal to 1.00% of the aggregate amount of the applicable 2016 Incremental Term Loans of non-consenting Lenders outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such amendment. (ii) In the event that, after the Seventh Amendment Effective Date and prior to the six month anniversary of the Seventh Amendment Effective Date, the Borrower (x) makes any prepayment or repayment of Initial Term Loans or 2018 Incremental Term Loans in connection with any Seventh Amendment Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Seventh Amendment Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders holding Initial Term Loans or 2018 Incremental Term Loans, as applicable, (I) a prepayment premium of 1.00% of the principal amount of the Initial Term Loans and 2018 Incremental Term Loans being prepaid in connection with such Seventh Amendment Repricing Transaction and (II) in the case of clause (y), an amount equal to 1.00% of the aggregate amount of the applicable Initial Term Loans and 2018 Incremental Term Loans of non-consenting Lenders outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such amendment. (iii) In the event that, after the Tenth Amendment Effective Date and prior to the six month anniversary of the Tenth Amendment Effective Date, the Borrower (x) makes any prepayment or repayment of 2018 Incremental Term Loans in connection with any Tenth Amendment Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Tenth Amendment Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders holding 2018 Incremental Term Loans, as applicable, (I) a prepayment premium of 1.00% of the principal amount of the 2018 Incremental Term Loans being prepaid in connection with such Tenth Amendment Repricing Transaction and (II) in the case of clause (y), an amount equal to 1.00% of the aggregate amount of the applicable 2018 Incremental Term Loans of non-consenting Lenders outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such amendment. (iv) In the event that, after the Fifteenth Amendment Effective Date and prior to the six month anniversary of the Fifteenth Amendment Effective Date, the Borrower (x) makes any prepayment or repayment of 2018 Incremental Term Loans in connection with any Fifteenth Amendment Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Fifteenth Amendment Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders holding 2018 Incremental Term Loans, as applicable, (I) in the case of clause (x), a prepayment premium of 1.00% of the principal amount of the 2018 Incremental Term Loans being prepaid in connection with such Fifteenth Amendment Repricing Transaction and (II) in the case of clause (y), an amount equal to 1.00% of the aggregate amount of the applicable 2018 Incremental Term Loans of non-consenting Lenders outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such amendment. (c) The Borrower agrees to pay Consultant to the Administrative Agent in Dollars for the account of each Revolving Credit Lender pro rata on the basis of their respective Revolving Letter of Credit Exposure, a sum equal to Twenty Per Cent (20%) fee in respect of each Revolving Letter of Credit (the “Base FeesRevolving Letter of Credit Fee”), for the period from the date of issuance of such Revolving Letter of Credit to the termination or expiration date of such Revolving Letter of Credit computed at the per annum rate for each day equal to the product of (x) the applicable per annum rate set forth under the caption “Term SOFR Spread” in the table in the definition of Applicable Revolving Margin and (y) the average daily Stated Amount of 155 such Revolving Letter of Credit. The Revolving Letter of Credit Fee shall be due and payable (x) quarterly in arrears on the tenth (10th) Business Day following the end of each March, June, September and December and (y) (i) with respect to the 2022 Extended Revolving Credit Lenders, on the 2022 Extended Revolving Credit Termination Date (for the period ended on such date for which no payment has been received pursuant to clause (x) above) and (ii) with respect to the 2022 Non-Extended Revolving Credit Lenders, on the 2022 Non-Extended Revolving Credit Termination Date (for the period ended on such date for which no payment has been received pursuant to clause (x) above). If there is any increase change in the relevant Applicable Revolving Margin during any quarter, the daily maximum amount of each Revolving Letter of Credit shall be computed and multiplied by the relevant Applicable Revolving Margin separately for each period during such quarter that such relevant Applicable Revolving Margin was in effect. (d) The Borrower agrees to pay to each Letter of Credit Issuer a fee in respect of each Letter of Credit issued by it (the “ANI IncreaseFronting Fee”) in Company’s quarterly adjusted net income from operations (the “ANI”) for the aggregate of Company’s Minnesota and Maryland operations over the Q4 (October 1 through December 31) 2022 ANI Baseline (as defined in Exhibit C) plus any annual increase in CPI-U (all items) ), for the period between June 1, 2023, and from the date of calculation for issuance of such operationsLetter of Credit to the termination date of such Letter of Credit, computed at a rate per annum as agreed in writing between the Borrower and such Letter of Credit Issuer. Base Such Fronting Fees shall be calculated for each of Company’s fiscal quarters using ANI as described inearned, due and calculated payable by the Borrower (x) quarterly in accordance with, Exhibit C. If Company determines, acting reasonably and in good faith, that arrears on the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent tenth (50%10th) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination of the ANI Increase attributable to Consultant’s services within thirty (30) days of Business Day following the end of Company’s fiscal quarter each March, June, September and December and (y) (1) in the “Fee Attribution Statement”case of Revolving Letters of Credit issued by a Revolving Letter of Credit Issuer other than Deutsche Bank (or any Affiliate thereof), on the later of (A) the 2022 Extended Revolving Credit Termination Date and (B) the day on a form mutually agreeable which the Revolving Letters of Credit Outstanding related to both Parties. Consultant Revolving Letters of Credit issued by such Revolving Letter of Credit Issuer shall have ten been reduced to zero, (102) days in the case of Revolving Letters of Credit issued by Deutsche Bank (or any Affiliate thereof), on the later of (A) the 2022 Non-Extended Revolving Credit Termination Date and (B) the day on which the Revolving Letters of Credit Outstanding related to accept Revolving Letters of Credit issued by Deutsche Bank (or dispute any Affiliate thereof) shall have been reduced to zero and (3) in the case of Term Letters of Credit, the Term C Loan Maturity Date or, if earlier, (I) in the case of any Term Letter of Credit, the date upon which the Term Letter of Credit Commitment terminates and the Term Letter of Credit Outstanding shall have been reduced to zero or (II) in the case of any Term Letter of Credit constituting a DIP Term Letter of Credit, the date on which such DIP Term Letter of Credit is cancelled or replaced. (e) The Borrower agrees to pay directly to the Letter of Credit Issuer upon each issuance of, drawing under, and/or amendment of, a Letter of Credit issued by it such amount as the Letter of Credit Issuer and the Borrower shall have agreed upon for issuances of, drawings under or amendments of, letters of credit issued by it. (f) The Borrower agrees to pay directly to the Administrative Agent for its own account the administrative agent fees as set forth in the Fee Attribution Statement Letter, or dispute Company’s calculation as otherwise separately agreed in writing. (g) Notwithstanding the foregoing, the Borrower shall not be obligated to pay any amounts to any Defaulting Lender pursuant to this Section 3.B. If Consultant does not respond 4.1 (subject to the Fee Attribution Statement within the ten (10) day period (the “Fee Attribution Statement Review Period”Section 2.16), Consultant shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth on the Fee Attribution Statement.

Fees. For (a) By registering an account with us and using the services described in Exhibit B, during Services and the Term of this Agreement Company agrees Platform you agree to pay Consultant us the Surreal Fees (where applicable) and the applicable Tax. (b) Unless specified otherwise Surreal Fees and Tax are in the local currency of the country that you ordinarily reside and have registered an account with us. (c) We will issue you with an invoice for the Surreal Fees plus Tax and once payment is received, we will provide you with a sum equal receipt of payment. (d) Surreal Fees are non-refundable. (e) If you are a Hirer, you must pay the Entertainer or the Entertainer’s Agent (as is the case) the Entertainer Fee in the following manner: (i) From your account, you can access to Twenty Per Cent all information regarding past, current and future performances of the Entertainers that you have booked and how much Entertainer Fee you must pay each Entertainer for their performance. (20%ii) You must take all reasonable steps and without delay: (the “Base Fees”A) review, amend and approve performances (either past, current or future) of any increase the Entertainers that you have booked (the “ANI IncreaseApproved Performances”); (B) in Company’s quarterly adjusted net income from operations (the “ANI”) for the aggregate of Company’s Minnesota and Maryland operations over the Q4 (October 1 through December 31) 2022 ANI Baseline (as defined in Exhibit C) plus any annual increase in CPI-U (all items) for the period between June 1once these performances are approved, 2023, and the date of calculation for such operations. Base Fees shall be calculated an accompany invoice for each of Companythe Approved Performance is automatically generated with the following details: • the Entertainer’s fiscal quarters using ANI as described in, performance and calculated in accordance with, Exhibit C. If Company determines, acting reasonably the applicable Entertainer Fee and in good faith, Tax of that the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent performance; and • Surreal Fees. (50%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base FeesApproved Invoices”). If Company determines, acting reasonably (iii) Pay the Approved Invoices in a timely manner and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination of the ANI Increase attributable to Consultant’s services within thirty (30) days of the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation pursuant to Section 3.B. If Consultant does not respond to the Fee Attribution Statement within the ten (10) day period (the “Fee Attribution Statement Review Period”), Consultant shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth your payment terms as published on the Event and on your account setting page. (iv) Once the Approved Invoices are paid and we have received the payment from you, we will process payment to pay the Entertainer or Entertainer Agent (as is the case) the Entertainer Fee Attribution Statementas specified in the paid Approved Invoices. (v) If you are an Entertainer Agent collecting the Entertainer Fee to pay the Entertainer directly, you agree to pay the Entertainer in a timely manner and in accordance with your payment terms as published on the Event and on your account setting page. You agree to indemnify us from all Liabilities that we may suffer or incur if you failed to pay the Entertainer the Entertainer Fee. (vi) We allow you to manage and transact payments with other Users using several different payment facilities, like credit cards and debit cards, direct payment, direct debit and pre-pay, which may or may not include an invoice. You can select and store your payment facility through your account setting page. You agree to keep you payment facility up to date. (vii) When you provide a payment facility to us as stored on your account setting page, you confirm that you are permitted to use that payment facility and you authorise us to collect and store that payment facility, along with other related transaction information. (viii) If there is a dispute between you and other Users concerning the payment of the Entertainer Fee, you must promptly take all reasonable steps to resolve the dispute with other Users . We are not obligated to assist you or to get involved in any dispute and its resolution between you and other Users.

Fees. For (a) From and including the services described in Exhibit Bdate hereof until the end of the Availability Period, during the Term of this Agreement Company Borrower agrees to pay Consultant to the KEXIM Facility Agent, for the account of KEXIM, on the last Business Day of each Fiscal Quarter, a sum equal to Twenty Per Cent (20%) commitment fee (the “Base FeesCommitment Fee”) at a rate per annum equal to 0.70% on the average daily amount by which the KEXIM Direct Facility Commitment exceeds the aggregate outstanding principal amount of the KEXIM Direct Facility Loans during the Fiscal Quarter (or portion thereof) then ended; provided that all Commitment Fees shall be payable in arrears and computed on the basis of the actual number of days elapsed in a year of 360 days, as prorated for any increase partial quarter, as applicable. (b) The Borrower agrees to pay to the KEXIM Facility Agent, for the account of KEXIM, a front-end fee (the “ANI IncreaseFront-End Fee”) in Company’s quarterly adjusted net income an amount equal to the sum of (i) 0.25% of the KEXIM Direct Facility Existing Commitment and (ii) 1.875% of the KEXIM Direct Facility New Commitment on the earlier of (A) the KEXIM Direct Facility Initial Advance (in which case such fee may be paid from operations (the “ANI”) for proceeds of the aggregate of Company’s Minnesota and Maryland operations over the Q4 (October 1 through December 31) 2022 ANI Baseline (as defined in Exhibit C) plus any annual increase in CPI-U (all items) for the period between June 1, 2023KEXIM Direct Facility Initial Advance), and (B) the date that is sixty (60) days after the date of calculation this Agreement. (c) Notwithstanding the foregoing, the Borrower will not be required to pay any Commitment Fee or Front-end Fee to KEXIM with respect to any period in which KEXIM was a Defaulting Lender. (d) The Borrower agrees to pay or cause to be paid to the KEXIM Facility Agent for such operations. Base the account of KEXIM and the KEXIM Facility Agent, additional fees in the amounts and at the times from time to time agreed to by the Borrower and the KEXIM Facility Agent, including pursuant to the KEXIM Facility Agent Fee Letter. (e) All Fees shall be calculated for each of Company’s fiscal quarters using ANI as described inpaid on the dates due in immediately available funds. Once paid, and calculated in accordance with, Exhibit C. If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent (50%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination none of the ANI Increase attributable to Consultant’s services within thirty (30) days of the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant Fees shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation pursuant to Section 3.B. If Consultant does not respond to the Fee Attribution Statement within the ten (10) day period (the “Fee Attribution Statement Review Period”), Consultant shall forfeit be refundable under any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth on the Fee Attribution Statementcircumstances.

Fees. For the services described in Exhibit B, during the Term of this Agreement (a) Revolving Loan Commitment Fees Company agrees to pay Consultant to Administrative Agent, for distribution to each Revolving Lender (which is not a sum equal to Twenty Per Cent (20%) (the “Base Fees”) of any increase (the “ANI Increase”Defaulting Lender) in Companyproportion to that ▇▇▇▇▇▇’s quarterly adjusted net income from operations (the “ANI”) for the aggregate of Company’s Minnesota and Maryland operations over the Q4 (October 1 through December 31) 2022 ANI Baseline (as defined in Exhibit C) plus any annual increase in CPI-U (all items) Pro Rata Share, commitment fees for the period between June 1from and including the Effective Date to and excluding the Revolving Loan Commitment Termination Date equal to the average of the daily excess of the Revolving Loan Commitment Amount over the (i) aggregate principal amount of outstanding Revolving Loans (but not any outstanding Swing Line Loans; provided, 2023, and the date of calculation for such operations. Base Fees shall be calculated for each of Company’s fiscal quarters using ANI as described in, and calculated in accordance with, Exhibit C. If Company determines, acting reasonably and in good faithhowever, that the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent (50%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees such fee, Swing Line Lender shall not be entitled to receive any commitment fee with respect to any outstanding Swing Line Loans) and Final Additional Base Fees(ii) aggregate undrawn amount of all outstanding Letters of Credit, Company shall provide Consultant with its determination multiplied by 0.50% per annum; provided that, if the Consolidated Leverage Ratio as of the ANI Increase attributable to Consultant’s services within thirty (30) days last day of the end of Company’s fiscal quarter most recently ended Fiscal Quarter for which financial statements are required to have been delivered was less than 2.00:1.00 (the “Fee Attribution Statement”) on as certified and demonstrated in reasonable detail in a form mutually agreeable Compliance Certificate delivered to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation pursuant to Section 3.B. If Consultant does not respond to the Fee Attribution Statement within the ten (10) day period (the “Fee Attribution Statement Review Period”), Consultant shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees Administrative Agent with such financial statements in accordance with its calculation Section 5.1(d)), then the percentage set forth above shall be reduced to 0.375% per annum for the Fiscal Quarter immediately following the Fiscal Quarter for which such financial statements were delivered; provided further that any commitment fee owing to a Lender which is a Defaulting Lender may be withheld by Administrative Agent in its sole discretion for so long as such ▇▇▇▇▇▇ remains a Defaulting Lender (for avoidance of doubt the failure of such Defaulting Lender to receive the timely payment of such fee by reason thereof shall not give rise to any Potential Event of Default or Event of Default). All such commitment fees to be calculated on the Fee Attribution Statementbasis of a 360-day year and the actual number of days elapsed and to be payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year, commencing on the first such date to occur after the Effective Date, and on the Revolving Loan Commitment Termination Date or the earlier date that the entire Revolving Loan Commitment is terminated.

Fees. For the services described in Exhibit B, during the Term of this Agreement Company (a) The Borrower hereby agrees to pay Consultant a sum equal to Twenty Per Cent each Agent, for the account of the related Lenders, monthly in arrears, the Unused Commitment Fee (20%and agrees to pay, in connection with any prepayment pursuant to either Section 2.06 or Section 2.14, and pursuant to the terms of the Fee Letter, the Exit Fee) from the Collection Account in accordance with Section 2.08. Payments of the Unused Commitment Fee shall be allocated and paid to Owners based upon their respective Invested Percentages of the Loans Outstanding for the applicable Interest Period. (b) The Borrower hereby agrees to pay to the Agents, on or prior to the Closing Date all reasonable out-of-pocket expenses of the Agents in immediately available funds. In addition, the Borrower hereby agrees to pay the Utilization Make-Whole Fee when due under the Fee Letter. (c) In accordance with Section 2.08, (i) the Servicer shall be entitled to receive the Servicing Fee, (ii) the Backup Servicer and the Securities Intermediary shall be entitled to receive the Backup Servicing Fee and the Securities Intermediary Fee, respectively, in each case monthly in arrears, and (iii) the Third Party Allocation Agent (so long as such Third Party Allocation Agent is CSC) shall be entitled to receive amounts due and owing to it by the Borrower pursuant to the terms of the Intercreditor Agreement. (d) Notwithstanding anything herein to the contrary, to the extent Collections are reasonably projected to be sufficient to pay all amounts payable under Section 2.08(a)(i) to (iv) on the following Payment Date, the initial Servicer may retain from such Collections an amount up to the Servicing Fee payable on such Payment Date (the “Base FeesServicing Fee Advance”) of on any increase (Business Day. In connection with retaining any amounts attributable to the “ANI Increase”) Servicing Fee Advance from the Collections in Company’s quarterly adjusted net income from operations (accordance with this clause 2.11(d), the “ANI”) for the aggregate of Company’s Minnesota and Maryland operations over the Q4 (October 1 through December 31) 2022 ANI Baseline (as defined in Exhibit C) plus any annual increase in CPI-U (all items) for the period between June 1, 2023, and the date of calculation for such operations. Base Fees initial Servicer shall be calculated for each of Company’s fiscal quarters using ANI as described in, and calculated in accordance with, Exhibit C. If Company determines, acting reasonably and in good faith, deemed to represent that the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent remaining Collections are reasonably sufficient to pay all amounts payable under Section 2.08(a)(i) to (50%iv) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”)on such following Payment Date. For the purposes avoidance of calculating Additional Base Fees doubt, the Servicing Fee Advance is a part of and Final Additional Base Feesnot in addition to the Servicing Fee. (e) The Borrower shall pay to ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP on the Closing Date, Company its fees and disbursements in immediately available funds and shall provide Consultant with its determination pay all additional reasonable fees and disbursements of the ANI Increase attributable to Consultant’s services such counsel within thirty (30) days of the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation pursuant to Section 3.B. If Consultant does not respond to the Fee Attribution Statement within the ten (10) day period (the “Fee Attribution Statement Review Period”), Consultant shall forfeit any dispute rights and Company shall make any payment Business Days after receiving an invoice for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth on the Fee Attribution Statementsuch amounts.

Fees. For the services described in Exhibit B, during the Term of this Agreement Company (a) Borrower agrees to pay Consultant to each Lender a sum proportional amount of each of the following fees in accordance with such Lender’s Applicable Percentages: (i) an aggregate commitment fee (“Commitment Fee”) equal to Twenty Per Cent (20%x) the Commitment Rate Percentage times (y) (I) with respect to Tranche 1 Lenders, the actual daily amount by which the Tranche 1 Total Commitments exceeds the Tranche 1 Outstandings and (II) with respect to Tranche 2 Lenders, the actual daily amount by which the Tranche 2 Total Commitments exceeds the Tranche 2 Outstandings; (ii) an aggregate upfront fee (“Base FeesUpfront Fee”) equal to 0.10% of any increase the aggregate Commitments on the Closing Date; and (the iii) with respect to Tranche 2 Lenders, an aggregate fee (“ANI IncreaseL/C Participation Fee”) in Company’s quarterly adjusted net income from operations equal to (x) the “ANI”aggregate Dollar Equivalent of the L/C Obligations on each day times (y) the Applicable Margin for LIBOR Rate Loans, provided, however, any L/C Participation Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to Section 2.20 shall be payable, to the maximum extent permitted by applicable Law, to the other Tranche 2 Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.18, with the balance of such fee, if any, payable to the L/C Issuer for its own account. (b) Borrower agrees to pay to the L/C Issuer (i) a fronting fee equal to (x) 0.25% per annum times (y) the actual daily amount of the aggregate Dollar Equivalent of Company’s Minnesota all L/C Obligations; and Maryland operations over the Q4 (October 1 through December 31ii) 2022 ANI Baseline (as defined in Exhibit C) plus any annual increase in CPI-U (all items) for the period between June 1customary issuance, 2023presentation, amendment and other processing fees, and other standard costs and charges, of the L/C Issuer relating to letters of credit and bankers’ acceptances, as from time to time in effect ,as notified in writing from the L/C Issuer to the Borrower (such fees in effect as of the Closing Date, as provided to Borrower prior to or on the Closing Date). Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable. (c) All fees referred to in Sections 2.8(a)(i) and (iii) and Section 2.8(b)(i) shall be calculated on the basis of a 360 day year and the actual number of days elapsed in the applicable period and shall be payable quarterly in arrears on the last day of each Fiscal Quarter during the applicable period, commencing on the first such date to occur after the Closing Date, and on the date of calculation for such operationstermination of the Commitments. Base Fees The Upfront Fee shall be calculated for each of Company’s fiscal quarters using ANI as described in, and calculated in accordance with, Exhibit C. If Company determines, acting reasonably and in good faith, that paid on the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent Closing Date. (50%d) attributable In addition to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination any of the ANI Increase attributable foregoing fees, Borrower agrees to Consultant’s services within thirty (30) days of the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation pursuant to Section 3.B. If Consultant does not respond pay to the Fee Attribution Statement within Administrative Agent all fees separately agreed in the ten (10) day period (amounts and at the “Fee Attribution Statement Review Period”), Consultant shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth on the Fee Attribution Statementtimes so agreed.

Fees. For (a) As compensation for the services described Lender's commitment included herein to make loans and advances to the Borrowers and as compensation for the Lender's maintenance of sufficient funds available for such purpose, the Lender shall have earned a FACILITY FEE (so referred to herein) of $125,000.00 ($85,000.00 of which has been previously paid), which fee shall be paid with the proceeds of the first advance made under the Revolving Credit. (b) In addition to any other fee by the Borrowers on account of the Revolving Credit, the Borrowers shall pay the Lender a LINE (UNUSED) FEE (so referred to herein) in Exhibit Barrears, on the first day of each month (and on the Termination Date). The Line (Unused) Fee shall be equal to 0.375% per annum of the average difference, during the Term month just ended (or relevant period with respect to the payment being made on the Termination Date) between the Commitment and the unpaid principal balance of this Agreement Company agrees the Loan Account. (c) The Borrower shall pay the Lender a COLLATERAL MANAGEMENT FEE (so referred to pay Consultant a sum equal to Twenty Per Cent (20%) (the “Base Fees”herein) of $4,800.00 per annum, payable in equal quarterly installments in advance. (d) The Borrower shall not be entitled to any increase credit, rebate or repayment of any Facility Fee, Collateral Management Fee, or Line (Unused) Fee previously earned by the “ANI Increase”Lender pursuant to this Section notwithstanding any termination of the within Agreement or suspension or termination of the Lender's obligation to make loans and advances hereunder. (e) in Company’s quarterly adjusted net income The Borrower shall pay an EARLY TERMINATION FEE (so referred to herein as follows: (i) Subject to subsection (iii) below, the sum of $280,000.00, if the Commitment is terminated within twelve (12) months of the closing date. (ii) Subject to subsection (iii) below, the sum of $140,000.00, if the Commitment is terminated after twelve (12) months from operations the closing date and prior to twenty-four (24) months after the “ANI”closing date. (iii) for No Early Termination Fee shall be due if the aggregate of Company’s Minnesota and Maryland operations over the Q4 (October 1 through December 31) 2022 ANI Baseline (as defined in Exhibit C) plus any annual increase in CPI-U (all items) for the period between June 1, 2023, Commitment is terminated and the date Liabilities are repaid with the proceeds of calculation for such operations. Base Fees shall be calculated for each of Company’s fiscal quarters using ANI as described in, and calculated in accordance with, Exhibit C. If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent (50%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination of the ANI Increase attributable to Consultant’s services within thirty (30) days of the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation pursuant to Section 3.B. If Consultant does not respond to the Fee Attribution Statement within the ten (10) day period (the “Fee Attribution Statement Review Period”), Consultant shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth on the Fee Attribution Statementequity offering.

Fees. For MidSouth shall be paid as follows: ---- (a) The Practice shall pay to MidSouth a Service Fee equal to ten percent (10%) of the services Practice Net Revenue plus the amount of Practice Expenses incurred by MidSouth. (b) The amounts to be paid to MidSouth under this Section 6. l shall be payable monthly and shall reflect the Service Fee for funds deposited into the Practice Account, at the time that MidSouth pays the Practice for the Purchased Accounts Receivable as described in Exhibit BSection 6.2 below. The Practice shall receive the Purchase Price as defined below, during plus other payments received by the Term Practice to the extent such payments are not reflected as Accounts Receivable of the Practice. The amount of the Service Fee payable shall be estimated based upon the previous month's operating results of the Practice. Monthly Adjustments to the estimated payments shall be made to reconcile actual amounts due under this Agreement Company agrees to pay Consultant a sum equal to Twenty Per Cent (20%) (Section 6.1 or the “Base Fees”) of any increase (Purchase Price payable under Section 6.2 or the “ANI Increase”) in Company’s quarterly adjusted net income from operations (the “ANI”) Purchase Price payable under Section 6.2 for the aggregate preceding month, by the end of Company’s Minnesota and Maryland operations over the Q4 following month during each calendar year (October 1 through December 31) 2022 ANI Baseline ("Monthly Adjustments"). Upon preparation of annual financial statements as defined provided in Exhibit C) plus any annual increase in CPI-U (all items) Section 3.3 hereof, final adjustments to the Service Fees due under this Section 6.1 for the period between June 1, 2023, preceding year or the Purchase Price payable under Section 6.2 shall be made and any additional payments owing to MidSouth or the date Practice shall then be made to the party owed the additional sum of calculation for such operationsmoney ("Yearly Adjustments"). Base Fees The Yearly Adjustments and any amount owed shall be calculated for and paid within ninety (90) days following the close of MidSouth's fiscal year. The Physician Members acknowledge and agree that they are parties, individually, tO this Agreement and that if the Practice fails to pay the Service Fees herein described, MidSouth shall have the right to collect the Service Fees from the Physician Members. The Management Team shall establish the relative amount of the Service Fee applicable to each of Company’s fiscal quarters using ANI as described in, and calculated in accordance with, Exhibit C. If Company determines, acting reasonably and Physician Member. Parties agree tO cooperate in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent (50%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven faith and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination of the ANI Increase attributable to Consultant’s services within thirty (30) days of the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable timely basis to both Parties. Consultant shall have ten (10) days take all necessary actions to accept or dispute the Fee Attribution Statement or dispute Company’s calculation pursuant to Section 3.B. If Consultant does not respond transfer all monies due to the Fee Attribution Statement within the ten (10) day period (the “Fee Attribution Statement Review Period”), Consultant shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth other party on the Fee Attribution StatementSettlement Date, or through the Monthly Adjustments or Yearly Adjustments as necessary.

Fees. For As compensation for Agent's and Lender's costs, skills, services and efforts incurred and expended in making the services described in Exhibit BRevolving Credit Loan and the Letters of Credit available to Borrower, during the Term of this Agreement Company Borrower agrees to pay Consultant to Agent for its own account or the account of Lenders, as the case may be, the following fees and expenses and to Agent for its own account such other fees as are set forth in a sum separate fee 14 letter, dated November 3, 1995, between Borrower and Agent: (a) an unused facility fee (the "Non-use Fee") payable to Agent for the ratable benefit of Lenders, subject to the provisions of Section 1.13(e), equal to Twenty Per Cent one-half of one percent (200.5%) per annum on the average unused daily balance of the Lenders' Revolving Credit Commitments, payable in arrears (the “Base Fees”) of any increase (the “ANI Increase”) in Company’s quarterly adjusted net income from operations (the “ANI”a) for the aggregate preceding calendar month, on the first day of Company’s Minnesota each calendar month commencing January 2, 1996, and Maryland operations over (b) on the Q4 (October 1 through December 31) 2022 ANI Baseline (as defined Commitment Termination Date; provided, however, that for purposes of determining the Non-use Fee, 100% of the face amount of the Letter of Credit Obligations shall be deemed to be used for purposes of such calculation. All computations of the foregoing fees shall be made by Agent and on the basis of a 360-day year, in Exhibit C) plus any annual increase in CPI-U (all items) each case for the actual number of days occurring in the period between June 1for which such fee is payable; (b) a termination fee (the "Termination Fee") payable to Agent for the ratable benefit of Lenders, 2023in an amount equal to one-half of one percent (0.5%) of the Maximum Revolving Credit Commitment, and payable on the date of calculation for such operationsany termination of the Maximum Revolving Credit Commitment prior to the first anniversary of the Closing Date. Base Fees The Termination Fee shall also be calculated for each payable upon any acceleration of Company’s fiscal quarters using ANI as described the Revolving Credit Loan following an Intentional Default. "Intentional Default" shall mean any action taken by any Loan Party or omission by any of them to take any action with the intent to create, and which shall have resulted in, and calculated in accordance with, Exhibit C. If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent (50%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) Event of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination of the ANI Increase attributable to Consultant’s services within thirty (30) days of the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation pursuant to Section 3.B. If Consultant does not respond to the Fee Attribution Statement within the ten (10) day period (the “Fee Attribution Statement Review Period”), Consultant shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth on the Fee Attribution Statement.Default; and

Fees. For the services described in Exhibit B, during the Term of this Agreement Company (a) The Borrower agrees to pay Consultant to the Administrative Agent for the account of each Lender a sum equal commitment fee, which shall accrue at the Applicable Rate on the average daily Available Revolving Commitment of such Lender during the period from and including the Effective Date to Twenty Per Cent but excluding the date on which such Revolving Commitment terminates. Commitment fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the fifteenth day following such last day and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereof. All -48- (20%b) If (i) any Lender requests compensation under Section 2.15, (ii) the “Base Fees”) Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any increase Lender pursuant to Section 2.17 , or (the “ANI Increase”iii) in Company’s quarterly adjusted net income from operations (the “ANI”) any Lender is a Non-Extending Lender for the aggregate of Company’s Minnesota and Maryland operations over the Q4 (October 1 through December 31) 2022 ANI Baseline (as defined in Exhibit C) plus any annual increase in CPI-U (all items) for the period between June 1, 2023, and the date of calculation for such operations. Base Fees shall be calculated for each of Company’s fiscal quarters using ANI as described in, and calculated in accordance with, Exhibit C. If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent (50%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees Section 2.23 or (iv) any Lender becomes a Defaulting Lender, then the Borrower may, at their sole expense and Final Additional Base Feeseffort, Company shall provide Consultant upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its determination of the ANI Increase attributable interests, rights (other than its existing rights to Consultant’s services within thirty (30) days of the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation payments pursuant to Section 3.B. If Consultant does 2.15 or 2.17) and obligations under this Agreement and other Loan Documents to an assignee (other than an Ineligible Institution) that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (x) the Borrower shall have received the prior written consent of the Administrative Agent (and in circumstances where its consent would be required under Section 9.04, the Issuing Bank and the Swingline Lender), which consent shall not respond unreasonably be withheld or delayed, (y) such Lender shall have received payment of an amount equal to the Fee Attribution Statement within outstanding principal of its Loans and funded participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the ten assignee (10to the extent of such outstanding principal and accrued interest and fees) day period or the Borrower (in the “Fee Attribution Statement Review Period”case of all other amounts) and (z) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Each party hereto agrees that (a) an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and such parties are participants), Consultant and (b) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall forfeit be deemed to have consented to an be bound by the terms thereof; provided that, following the effectiveness of any dispute rights such assignment, the other parties to such assignment agree to execute and Company deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, provided that any such documents shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth on be without recourse to or warranty by the Fee Attribution Statementparties thereto.

Fees. For (a) The Company shall pay to the Collateral Manager, for services described rendered and performance of its obligations under this Agreement, fees which are payable in Exhibit B, during arrears on each Quarterly Payment Date (subject to availability of funds and the Term conditions set forth in Sections 9.1(a)(i)(D) and 9.1(a)(ii)(A) of this Agreement Company agrees to pay Consultant a sum the Credit Agreement) in an amount equal to Twenty Per Cent (20%) 0.25% per annum of the Aggregate Maximum Principal Balance measured as of the Calculation Date immediately preceding such Quarterly Payment Date (the “Base FeesSenior Management Fee”). The Senior Management Fee will be calculated on the basis of a calendar year consisting of 360 days and the actual number of days elapsed. (b) The Company shall pay to the Collateral Manager, for services rendered and performance of its obligations under this Agreement, fees which are payable in arrears on each Quarterly Payment Date (subject to availability of funds and the conditions set forth in Section 9.1(a)(i)(I) and 9.1(a)(ii)(D) of any increase the Credit Agreement) in an amount equal to 0.50% per annum of the Aggregate Maximum Principal Balance measured as of the Calculation Date immediately preceding such Quarterly Payment Date (the “ANI IncreaseSubordinated Management Fee”) in Company’s quarterly adjusted net income from operations (, and together with the Senior Management Fee, the “ANIManagement Fees”). The Subordinated Management Fee will be calculated on the basis of a calendar year consisting of 360 days and the actual number of days elapsed. (c) The Collateral Manager may, in its sole discretion, (i) waive on a permanent basis all or any portion of the Management Fees or (ii) defer without interest all or any portion of the Management Fees. Such deferred amounts (but, for the aggregate avoidance of Company’s Minnesota doubt, not waived amounts) will become payable on the next Quarterly Payment Date in the same manner and Maryland operations over the Q4 (October 1 through December 31) 2022 ANI Baseline (priority as defined in Exhibit C) plus any annual increase in CPI-U (all items) for the period between June 1, 2023, and the date of calculation for such operations. Base Fees shall be calculated for each of Company’s fiscal quarters using ANI as described in, and calculated their original characterization would have required unless deferred again in accordance with, Exhibit C. and subject to the limitations contained in the Priority of Payments. (d) If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter this Agreement is at least Fifty Per Cent (50%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination of the ANI Increase attributable to Consultant’s services within thirty (30) days of the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation terminated pursuant to Section 3.B. If Consultant does not respond 11 hereof or otherwise, the Management Fees calculated as provided in Sections 6(a) and 6(b) hereof shall be prorated for any partial periods between Quarterly Payment Dates during which this Agreement was in effect and shall be due and payable on the earlier to occur of (i) first Quarterly Payment Date following the Fee Attribution Statement within effective date of such termination or (ii) the ten date of any distribution of proceeds of Collateral pursuant to Section 6.4 of the Credit Agreement. (10e) day period (The Management Fees will be payable from amounts on deposit in the “Fee Attribution Statement Review Period”), Consultant shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees Collection Account in accordance with its calculation set forth the Priority of Payments and only to the extent funds are available therefor. If on any Quarterly Payment Date there are insufficient funds to pay the Management Fees then due in full, the amount not so paid shall be deferred without interest and shall be payable on the Fee Attribution Statementnext Quarterly Payment Date if any on which any funds are available therefor, as provided in the Credit Agreement. (f) The Collateral Manager hereby agrees not to cause the filing of a petition in bankruptcy against the Company for any reason whatsoever, including, without limitation, the non-payment of the Management Fees, except in accordance with the provisions of Section 22 hereof and the provisions of the Credit Agreement.

Fees. For the services described in Exhibit B, during the Term of this Agreement Company (a) The Borrower agrees to pay Consultant to the Administrative Agent for distribution to each Non-Defaulting Lender a sum equal to Twenty Per Cent (20%) commitment fee (the “Base Fees”) of any increase (the “ANI Increase”) in Company’s quarterly adjusted net income from operations (the “ANI”) for the aggregate of Company’s Minnesota and Maryland operations over the Q4 (October 1 through December 31) 2022 ANI Baseline (as defined in Exhibit C) plus any annual increase in CPI-U (all items"Commitment Fee") for the period between June 1from and including the Initial Borrowing Date to but not including the date the Total Revolving Loan Commitment has been terminated, 2023, computed at a rate equal to the Applicable Commitment Fee Percentage on the average daily Unutilized Revolving Loan Commitment of such Non-Defaulting Lender as in effect from time to time. Accrued Commitment Fees shall be due and payable quarterly in arrears on each Quarterly Payment Date and the date upon which the Total Revolving Loan Commitment is terminated. (b) The Borrower agrees to pay to the Administrative Agent for distribution to each RC Lender a fee in respect of calculation each Letter of Credit issued hereunder for the account of the Borrower (the "Letter of Credit Fee"), for the period from and including the date of issuance of such operations. Base Fees shall be calculated for each Letter of Company’s fiscal quarters using ANI as described inCredit (or, if later, the Initial Borrowing Date) to and calculated in accordance withincluding the date of termination of such Letter of Credit (it being understood, Exhibit C. If Company determines, acting reasonably and in good faithhowever, that if such Letter of Credit is drawn on in full or canceled by the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent (50%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination of the ANI Increase attributable to Consultant’s services within thirty (30) days of the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation pursuant to Section 3.B. If Consultant does not respond beneficiary thereof prior to the Fee Attribution Statement within the ten (10) day period (the “Fee Attribution Statement Review Period”), Consultant shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees time at which such Letter of Credit expires in accordance with its terms, the calculation set forth of such fee shall not include the date of drawing being honored or of cancellation), computed at a rate per annum equal to (x) in the case of Standby Letters of Credit, the Applicable Margin for Revolving Loans that are maintained as Eurodollar Loans and (y) in the case of Trade Letters of Credit, 50% of the Applicable Margin for Revolving Loans that are maintained as Eurodollar Loans, in each case of the daily Stated Amount of such Letter of Credit. Letter of Credit Fees shall be distributed by the Administrative Agent to the RC Lenders on the basis of the respective Revolving Percentages as in effect from time to time. Accrued Letter of Credit Fees shall be due and payable quarterly in arrears on each Quarterly Payment Date and on the first date after the termination of the Total Revolving Loan Commitment on which no Letters of Credit remain outstanding. (c) The Borrower agrees to pay to the Issuing Lender, for its own account, a facing fee in respect of each Letter of Credit issued by it hereunder (the "Facing Fee") for the period from and including the date of issuance of such Letter of Credit (or, if later, the Initial Borrowing Date) to and including the termination of such Letter of Credit (it being understood, however, that if such Letter of Credit is drawn on in full or canceled by the beneficiary thereof prior to the time at which such Letter of Credit expires in accordance with its terms, the calculation of such fee shall not include the date of such drawing being honored or cancellation), computed at a rate equal to 1/4 of 1% per annum of the daily Stated Amount of such Letter of Credit (or such lesser amount as the Issuing Lender may agree); provided that in no event shall the annual Facing Fee Attribution Statementwith respect to any Letter of Credit issued by DBAG or any of its Lending Affiliates be less than $500, it being agreed that, on the date of issuance of any Letter of Credit by DBAG or any of its Lending Affiliates and on each anniversary thereof prior to the termination of such Letter of Credit, if $500 will exceed the amount of Facing Fees that will accrue with respect to such Letter of Credit for the immediately succeeding 12-month period, the full $500 shall be payable on the date of issuance of such Letter of Credit and on each such anniversary thereof prior to the termination of such Letter of Credit. Except as provided in the immediately preceding sentence, accrued Facing Fees shall be due and payable quarterly in arrears on each Quarterly Payment Date and upon the first day on or after the termination of the Total Revolving Loan Commitment upon which no Letters of Credit remain outstanding. (d) The Borrower agrees to pay to the Issuing Lender, upon each payment under, issuance of, or amendment to, any Letter of Credit issued by it for the account of the Borrower, such amount as shall at the time of such event be the administrative charge which the Issuing Lender is generally imposing in connection with such occurrence with respect to letters of credit. (e) The Borrower agrees to pay to each Agent, for its own account, such other fees as have been agreed to in writing by the Borrower and the such Agent.

Fees. For (a) In consideration for the services described licenses granted in Exhibit BSections 2(a) and 2(b) above, during AXIA shall pay MSEM $100,000,00 ("the Term Initial Fee"). This Initial Fee shall grant AXIA exclusive rights to the Territories for a 2 year period. This Initial Fee shall be waived in consideration of the terms and conditions set forth herein. (b) All amounts due and owing to MSEM hereunder but not paid to MSEM on the due date thereof shall bear interest (in U.S. Dollars) at the rate of the lesser of: (i) one per cent (1%) per month; and (ii) the maximum lawful interest rate permitted under applicable law unless (a) MSEM is in breach of this Agreement Company agrees relating to pay Consultant the particular purchase order or (b) the parties are in a sum equal good faith dispute regarding the Technology for which payment is due. Such interest shall accrue on the balance of unpaid amounts from time to Twenty Per Cent (20%) (the “Base Fees”) of any increase (the “ANI Increase”) in Company’s quarterly adjusted net income time outstanding from operations (the “ANI”) for the aggregate of Company’s Minnesota and Maryland operations over the Q4 (October 1 through December 31) 2022 ANI Baseline (as defined in Exhibit C) plus any annual increase in CPI-U (all items) for the period between June 1, 2023, and the date on which portions of calculation such amounts become due and owing until payment thereof in full. (c) All payments due hereunder shall be paid in U.S. dollars and shall be originated from a United States bank located in the United States and shall be made by bank wire transfer in available funds to such account as MSEM shall designate before such payment is due. For the sole purpose of calculating royalties due to MSEM for sales by AXIA in any currency other than US dollars, such operations. Base Fees currency shall be converted to US dollars and shall be calculated using the appropriate foreign exchange rate for such currency quoted by the WALL STREET JOURNAL, on the close of business on the last business day of each month for payments under and 5 (c). (d) Taxes now or hereafter imposed with respect to the transactions contemplated hereunder (with the exception of Company’s fiscal quarters using ANI as described inincome taxes or other taxes imposed upon MSEM and measured by the gross or net income of MSEM) shall be the responsibility of AXIA, and calculated in accordance withif paid or required to be paid by MSEM, Exhibit C. If Company determines, acting reasonably the amount thereof shall be added to and in good faith, become a part of the amounts payable by AXIA hereunder. (e) AXIA agrees that the quarterly ANI Increase for a given fiscal quarter is period of two years after delivery of each written statement referred to in Section 5(d), AXIA shall keep at least Fifty Per Cent (50%its principal place of business complete records of applicable revenues generated by AXIA and other information necessary to permit MSEM to confirm the accuracy of the revenues generated, and to make regular entries in such records at its earliest business convenience for the purpose of determining the revenues generated by AXIA pursuant to Section 5(d) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”)above. For the purposes sole purpose of calculating Additional Base Fees verifying AXIA's performance of AXIA's obligation to make payments hereunder, MSEM will have the right to examine AXIA's records reflecting such revenue generated and Final Additional Base Feesother information, Company shall provide Consultant with its determination provided, that such examination is made within two years after the close of the ANI Increase attributable to Consultant’s services within calendar year in respect of which AXIA's records are being examined, conducted during AXIA's normal business hours, made after thirty (30) days days' advance written notice to AXIA and limited to no more than one (1) examination in any calendar year. The results of such examination shall be made available to both parties but shall be AXIA's Confidential Information. MSEM shall bear the full cost of the end performance of Company’s fiscal quarter (the “Fee Attribution Statement”) on any such examination, unless such examination discloses a form mutually agreeable to both Parties. Consultant shall have variance of more than ten percent (10%) days to accept from the amount paid as per the original report or dispute payment calculation. In such case, AXIA shall bear the Fee Attribution Statement cost of the examination. AXIA or dispute Company’s calculation pursuant to Section 3.B. If Consultant does not respond MSEM shall promptly pay to the Fee Attribution Statement within other party any variance disclosed in any such examination, including the ten (10) day period (the “Fee Attribution Statement Review Period”), Consultant shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth on the Fee Attribution Statementreasonable cost of examination as may be applicable.

Fees. For (a) The Borrowers shall, jointly and severally, pay to the services described in Exhibit B, during Agent for the Term account of this Agreement Company agrees to pay Consultant each Bank a sum equal to Twenty Per Cent (20%) commitment fee (the “Base FeesCommitment Fee”) on the daily average amount of any increase such Bank’s Unused Commitment, for the period from the date hereof to and including the earlier of the date such Bank’s Commitment is terminated or the Commitment Termination Date, in an amount equal to the total Unused Commitment for such Bank multiplied by the Applicable Margin for the Commitment Fee in effect on the date on which such fee payment is due. The accrued Commitment Fee shall be payable quarterly on the Quarterly Dates and on the earlier of the date the Commitments are terminated or the Commitment Termination Date, and, in the event the Borrowers reduce the Commitment as provided in Section 2.8 hereof, on the effective date of such reduction. (b) The Borrowers shall, jointly and severally, pay to the Agent an agency fee (the “ANI IncreaseAgency Fee”) for services rendered by the Agent in Company’s quarterly adjusted net income its capacity as Agent hereunder in the amount and in the manner provided in that certain letter agreement between Parent and the Agent dated November 15, 2001 (as such letter agreement may be amended, modified, replaced or supplemented from operations time to time). (c) The Borrowers shall, jointly and severally, pay (i) to the Agent for the ratable account of the Banks a fee (the “ANILetter of Credit Fee”) equal to the Applicable Margin for the aggregate Letters of Company’s Minnesota and Maryland operations over the Q4 (October 1 through December 31) 2022 ANI Baseline (Credit as defined in Exhibit C) plus any annual increase in CPI-U (all items) for the period between June 1, 2023calculated under Section 4.1.1(ii), and (ii) to the date of calculation Agent for such operations. Base Fees shall be calculated for each of Company’s fiscal quarters using ANI as described in, and calculated in accordance with, Exhibit C. If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for its own account a given fiscal quarter is at least Fifty Per Cent (50%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase fronting fee (the “Additional Base Frontage Fee”) equal to 0.150% per annum, which fees shall be computed on the daily average Letters of Credit Outstanding based on a year of 360 days and shall be payable quarterly in arrears on the Quarterly Dates commencing with the first Quarterly Date following issuance of each Letter of Credit and on the Commitment Termination Date. The Borrowers shall also, jointly and severally, pay to the Agent for the Agent’s sole account the Agent’s then in effect customary fees and administrative expenses payable with respect to the Letters of Credit as the Agent may generally charge or incur from time to time in connection with the issuance, maintenance, modification (if any), assignment or transfer (if any), negotiation, and administration of Letters of Credit. (d) The Commitment Fee, the Agency Fee, the Frontage Fee and the Letter of Credit Fee are hereinafter sometimes referred to individually as a “Fee” and collectively as the “Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination of the ANI Increase attributable to Consultant’s services within thirty (30) days of the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation pursuant to Section 3.B. If Consultant does not respond to the Fee Attribution Statement within the ten (10) day period (the “Fee Attribution Statement Review Period”), Consultant shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth on the Fee Attribution Statement.

Fees. For the services described in Exhibit B, during the Term of this Agreement Company (a) The Borrower agrees to pay Consultant to each Lender (other than any Defaulting Lender), through the Administrative Agent, on the date that is 10 Business Days after the last day of March, June, September and December in each year (commencing June 2020), and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a sum commitment fee (a “Commitment Fee”) on the daily amount of the applicable Available Unused Commitment of such Lender during the preceding quarter (or other period commencing with the Closing Date or ending with the date on which the last of the Commitments of such Lender shall be terminated) at a rate equal to Twenty Per Cent 0.15% per annum. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. The Commitment Fee due to each Lender shall commence to accrue on the Closing Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as provided herein. (20%b) [Reserved]. (c) The Borrower agrees to pay to the Administrative Agent, for the accounts of the Administrative Agent and the Collateral Agent, the agency fees set forth in any fee letters entered into between the Agents and the Borrower relating to such fees as such letters may be amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the fees payable to the Administrative Agent being the “Base Administrative Agent Fees,” and the fees payable to the Collateral Agent being the “Collateral Agent Fees”) of any increase (it being understood that this Agreement shall constitute the “ANI Increase”) in Credit Agreement” for purposes of the Agency Fee Letter dated as of March 5, 2020, by and between the Company’s quarterly adjusted net income from operations (, the “ANI”) for the aggregate of Company’s Minnesota and Maryland operations over the Q4 (October 1 through December 31) 2022 ANI Baseline (as defined in Exhibit C) plus any annual increase in CPI-U (all items) for the period between June 1, 2023, Borrower and the date of calculation for such operations. Base Administrative Agent). (d) [Reserved]. (e) All Fees shall be calculated paid on the dates due, in immediately available funds, to the Administrative Agent for each of Company’s fiscal quarters using ANI distribution, if and as described inappropriate, and calculated in accordance withamong the Lenders. Once paid, Exhibit C. If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent (50%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination none of the ANI Increase attributable to Consultant’s services within thirty (30) days of the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant Fees shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation pursuant to Section 3.B. If Consultant does not respond to the Fee Attribution Statement within the ten (10) day period (the “Fee Attribution Statement Review Period”), Consultant shall forfeit be refundable under any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth on the Fee Attribution Statementcircumstances.

Fees. For the services described in Exhibit B, during the Term of this Agreement Company (a) The Borrower agrees to pay Consultant to the Administrative Agent for the account of each Lender a sum commitment fee, which shall continue to accrue at the rate of .50% per annum on the average daily unused amount of the Revolving Commitment of such Lender during the period from and including October 1, 1998, to but excluding the date on which such Commitment terminates. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Revolving Commitments, terminate, commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees with respect to Revolving Commitments, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall continue to accrue at a rate equal to Twenty Per Cent (20%) (the “Base Fees”) of any increase (the “ANI Increase”i) in Company’s quarterly adjusted net income from operations the case of the portion of such Lender's LC Exposure that is attributable to Standby Letters of Credit, the excess of (A) the “ANI”same Applicable Rate as interest on Eurodollar Revolving Loans on the average daily amount of such portion of such Lender's LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) for over (B) the aggregate of Company’s Minnesota and Maryland operations over the Q4 (October 1 through December 31) 2022 ANI Baseline (as defined Fronting Fee, in Exhibit C) plus any annual increase in CPI-U (all items) for each case during the period between June from and including October 1, 20231998, to but excluding the later of the date on which such Lender's Revolving Commitment terminates and the date on which such Lender ceases to have any such LC Exposure, and (ii) in the case of calculation for the portion of such operationsLender's LC Exposure that is attributable to Commercial Letters of Credit, the excess of (A) one-half of the same Applicable Rate as interest on Eurodollar Revolving Loans on the average daily amount of such portion of such Lender's LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) over (B) the Fronting Fee, in each case during the period from and including October 1, 1998, to but excluding the later of the date on which such Lender's Revolving Commitment terminates and the date on which such Lender ceases to have any such LC Exposure. Base Fees The Borrower also agrees to pay to the Issuing Bank a fronting fee (the "Fronting Fee"), which shall continue to accrue at the rate of 1/4 of 1% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including October 1, 1998, to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank's standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be calculated for each of Company’s fiscal quarters using ANI as described inpayable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date, provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and calculated in accordance with, Exhibit C. If Company determines, acting reasonably and in good faith, that any such fees accruing after the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent (50%) attributable date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination of the ANI Increase attributable to Consultant’s services within thirty (30) days of the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation Issuing Bank pursuant to Section 3.B. If Consultant does not respond this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower agrees to pay to the Fee Attribution Statement within Administrative Agent, for its own account, fees payable in the ten amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (10d) day period (the “Fee Attribution Statement Review Period”), Consultant All fees payable hereunder shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth be paid on the Fee Attribution Statementdates due, in immediately available funds, to the Administrative Agent (or to the Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Lenders entitled thereto. Fees paid shall not be refundable under any circumstances.

Fees. 12.1 For the services supply of the Information and the right to use it in accordance with the terms of this Agreement, the VENDOR/SUBVENDOR/MEMBER shall pay to ATHEX accumulatively all fees (connection fees, annual licence fees, variable monthly fees, etc) as described in Exhibit B, during the Term of this Agreement Company agrees to pay Consultant a sum equal to Twenty Per Cent (20%) (the “Base Fees”) of any increase (the “ANI Increase”) in Company’s quarterly adjusted net income from operations (the “ANI”) for the aggregate of Company’s Minnesota and Maryland operations over the Q4 (October 1 through December 31) 2022 ANI Baseline (as defined in Exhibit C) plus any annual increase in CPI-U (all items) for the period between June 1, 2023, and the date of calculation for such operations. Base Annex C. 12.2 The Fees shall be calculated paid in Euro to the bank account specified by ATHEX. All Fees shall be exclusive of any value added tax or any local taxes arising from the Agreement for each which the VENDOR/SUBVENDOR/MEMBER shall remain liable. 12.3 ATHEX may adjust the basis of Company’s fiscal quarters using ANI as described incalculation of the Fees from time to time by giving the VENDOR/SUBVENDOR/MEMBER not less than 90 (ninety) days' prior written notice, and calculated in accordance withprovided, Exhibit C. If Company determines, acting reasonably and in good faithhowever, that any such adjustment: (i) shall apply equally to any other VENDOR/SUBVENDOR/MEMBER of ATHEX who has selected the quarterly ANI Increase for same type of Information; and (ii) shall only take effect from the first working day of a given fiscal quarter is at least Fifty Per Cent month. 12.4 If as a result of such adjustment, the Fees are to be increased, the VENDOR/SUBVENDOR/MEMBER may terminate this Agreement by giving ATHEX written notice within 30 (50%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination of the ANI Increase attributable to Consultant’s services within thirty (30thirty) days of the end date of Company’s fiscal quarter (the “Fee Attribution Statement”) notice referred to in clause 12.3. This Agreement shall be terminated on a form mutually agreeable to both Partiesthe date that such increase would have come into effect. 12.5 Any amounts overdue shall accrue the legal default interest. Consultant Furthermore all judicial and extra- judicial costs shall have ten (10) days to accept or dispute be entirely borne by the Fee Attribution Statement or dispute Company’s calculation pursuant to Section 3.B. If Consultant does VENDOR/SUBVENDOR. In case of termination of the agreement any prepaid Fixed Fees shall be retained by ATHEX and shall not respond be returned to the Fee Attribution Statement within VENDOR/SUBVENDOR/MEMBER pro rata. Any outstanding amounts owed by the ten (10) VENDOR/SUBVENDOR/MEMBER at the default date shall become immediately payable. 12.6 The VENDOR/SUBVENDOR/MEMBER shall be released from the obligation to pay ATHEX's corresponding fees provided for by Annex C, in the following cases: Interruption of the Information supply to the VENDOR/SUBVENDOR/MEMBER because of ATHEX's fault: the annual licence fee corresponding to the days of interruption shall be deducted from the payments of the VENDOR/SUBVENDOR. As "day period (of interruption" shall be deemed to be any day on which the “Fee Attribution Statement Review Period”)duration of the interruption exceeds half of the trading day. 12.7 In case there is any outstanding debt of the VENDOR/SUBVENDOR/MEMBER to ATHEX arising from any ATHEX Information Supply Agreement prior to the present one, Consultant shall forfeit any dispute rights and Company shall make then any payment for Additional Base Fees and Final Additional Base Fees shall be deemed to be made to cover such previous outstanding debt. 12.8 ATHEX shall post the invoices at the address of the VENDOR/SUBVENDOR/MEMBER’S registered office, unless otherwise specified in accordance with its calculation set forth on Annex G. 12.9 The applicable fees of the Fee Attribution Statement.ATHEX Price -list of Annex C are as follows: I. FIXED FEES

Fees. For (a) The Borrowers shall pay to the services Agents such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid, shall be paid in immediately available same day funds, shall not be netted against any other amounts and shall not be refundable for any reason whatsoever (except as expressly agreed between the Borrowers and the applicable Agent). (b) If any Repricing Transaction occurs prior to the date occurring six months after the Closing Date, the Borrowers agree to pay to the Administrative Agent, for the ratable account of each Lender with outstanding Term B-1 Loans that are either prepaid, refinanced, substituted, replaced or otherwise subjected to a repricing reduction in connection with such Repricing Transaction (including each Lender that withholds its consent to such Repricing Transaction and is replaced as a Non-Consenting Lender under Section 2.17), a fee in an amount equal to 1.0% of (x) in the case of a Repricing Transaction of the type described in Exhibit B, during the Term of this Agreement Company agrees to pay Consultant a sum equal to Twenty Per Cent clause (20%) (the “Base Fees”a) of any increase the definition thereof, the aggregate principal amount of all Term B-1 Loans prepaid, refinanced, substituted or replaced (the “ANI Increase”or converted) in Company’s quarterly adjusted net income from operations connection with such Repricing Transaction and (y) in the “ANI”case of a Repricing Transaction described in clause (b) for of the definition thereof, the aggregate principal amount of Company’s Minnesota all Term B-1 Loans outstanding on such date that are subject to an effective pricing reduction pursuant to such Repricing Transaction. Such fees shall be due and Maryland operations over the Q4 (October 1 through December 31) 2022 ANI Baseline (as defined in Exhibit C) plus any annual increase in CPI-U (all items) for the period between June 1, 2023, and payable upon the date of calculation for the effectiveness of such operations. Base Fees shall be calculated for each of Company’s fiscal quarters using ANI as described in, and calculated in accordance with, Exhibit C. If Company determines, acting reasonably and in good faith, Repricing Transaction. (c) In the event that prior to the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent (50%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination third anniversary of the ANI Increase attributable to Consultant’s services within thirty Closing Date, (30x) days of the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation any Term B-2 Loan is prepaid pursuant to Section 3.B. If Consultant does not respond 2.09(a) or Section 2.09(b)(ii) (including pursuant to the Fee Attribution Statement within the ten (10) day period (the “Fee Attribution Statement Review Period”a Replacement Term Loan), Consultant such prepayment shall forfeit be accompanied by the Applicable Prepayment Premium or (y) any dispute rights and Company Lender is required to assign its Term B-2 Loans pursuant to Section 2.17, the Borrowers shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance pay such Lender the Applicable Prepayment Premium with respect to its calculation set forth on the Fee Attribution StatementTerm B-2 Loans so required to be assigned.

Fees. For the services described in Exhibit B, during the Term of this Agreement Company agrees (a) Borrowers agree to pay Consultant a sum equal to Twenty Per Cent (20%) (the “Base Fees”) of any increase (the “ANI Increase”) in Company’s quarterly adjusted net income from operations (the “ANI”) Administrative Agent, for the aggregate benefit of Company’s Minnesota and Maryland operations over the Q4 (October 1 through December 31) 2022 ANI Baseline (as defined in Exhibit C) plus any annual increase in CPI-U (all items) for the period between June 1, 2023, and the date of calculation for such operations. Base Fees shall be calculated for each of Company’s fiscal quarters using ANI as described in, and calculated in accordance with, Exhibit C. If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent (50%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Final Additional Base Fees”). For the purposes of calculating Additional Base Fees and Final Additional Base Fees, Company shall provide Consultant with its determination of the ANI Increase attributable to Consultant’s services within thirty (30) days of the end of Company’s fiscal quarter (the “Fee Attribution Statement”) on a form mutually agreeable to both Parties. Consultant shall have ten (10) days to accept or dispute the Fee Attribution Statement or dispute Company’s calculation pursuant to Section 3.B. If Consultant does not respond to the Fee Attribution Statement within the ten (10) day period (the “Fee Attribution Statement Review Period”), Consultant shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees Revolving Credit Lender in accordance with its calculation Pro Rata Share or other applicable share provided for such Lender in this Agreement, a commitment fee in an amount equal to (i) the daily average difference between (A) the aggregate Revolving Commitments then in effect, and (B) the sum of (I) the Outstanding Amount of Revolving Loans plus (II) the Outstanding Amount of L/C Obligations, times (ii) the Applicable Margin for unused commitment fees. The foregoing fee shall be paid to Administrative Agent as set forth in Section 2.15(a) and, upon receipt, Administrative Agent shall promptly distribute to each Revolving Credit Lender. The commitment fee on the Revolving Credit Commitments shall accrue at all times from the Closing Date until the earlier of (x) the Revolving Commitment Termination Date and (y) the Maturity Date for the Revolving Credit Commitments, including at any time during which one or more of the conditions in Section 3 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 during the first full Fiscal Quarter to occur after the Closing Date, and on the earlier of (x) the Revolving Commitment Termination Date and (y) the Maturity Date for the Revolving Credit Commitments. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. (b) All fees referred to in Section 2.10(a) shall be calculated on the basis of a 360-day year and the actual number of days elapsed. (c) Borrowers shall pay the fees set forth in Section 2.03(h) and Section 2.03(i). (d) In addition to any of the foregoing fees, the Borrowers agree to pay (or cause to be paid) to Agents (or other Persons entitled thereto) such other fees in the amounts and at the times separately agreed upon in writing in the amounts and at the times so specified, including those set forth in the Fee Attribution StatementLetter. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever (except as expressly agreed between the Borrower Representative and the applicable Agent). (e) [Reserved] (f) In connection with any Repricing Transaction consummated on or prior to the date that is six (6) months after the ClosingAmendment No. 2 Effective Date, the Borrowers shall pay to each Term Lender a fee equal to its Pro Rata Share of the Repricing Premium.

Fees. For Borrower shall pay the services described in Exhibit B, during the Term of this Agreement Company agrees following fees to pay Consultant a sum Lender: (i) structuring fee equal to Twenty Per Cent 0.5% of the disbursed amount of the Loan, payable upon signing of the Agreement; and (20ii) availability fee equal to 0.125%) , payable upon disbursement of the Loan (jointly, the “Base Fees”) of any increase (the “ANI Increase”) in Company’s quarterly adjusted net income from operations (the “ANI”) for the aggregate of Company’s Minnesota and Maryland operations over the Q4 (October 1 through December 31) 2022 ANI Baseline (as defined in Exhibit C) plus any annual increase in CPI-U (all items) for the period between June 1, 2023, and the date of calculation for such operations. Base Fees shall be calculated for each of Company’s fiscal quarters using ANI as described in, and calculated in accordance with, Exhibit C. If Company determines, acting reasonably and in good faith, that the quarterly ANI Increase for a given fiscal quarter is at least Fifty Per Cent (50%) attributable to Consultant’s services described in Exhibit B, Company shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase (the “Additional Base Fees”). If Company determinesThe Fees will be subject to the payment of ITBMS3. Prepayment: The Borrower may prepay the Loan in whole or in part at any time; provided, acting reasonably and in good faithhowever, that any prepayment of principal made within twenty-four (24) months following the quarterly ANI Increase Disbursement Date shall be subject to a prepayment fee equal to 2% of the prepaid amount. Other payment obligations: The Borrower shall bear all costs, taxes, and insurance related to the Agreement, including appraisals, notary fees, legal fees, and stamp taxes. If the Lender pays any such amounts on the Borrower’s behalf, the Borrower must reimburse the Lender within five (5) business days, or such sums will be capitalized and accrue interest. The Borrower shall also be responsible for a given fiscal quarter is at least Seventy-Five Per Cent (75%) attributable maintaining all required insurance policies, which must be endorsed in favor of the Lender; failure to Consultantprovide proof of payment or renewal within the stipulated timeframes may result in the Lender declaring the Loan immediately due and payable. Guarantee: To secure the full and timely repayment of the Borrower’s services described in Exhibit Bobligations, Company the Borrower shall pay Consultant an additional sum up to Seven and a Half Per Cent (7.5%) of ANI Increase cause Telecomunicaciones Digitales, S.A. (the “Final Additional Base FeesSurety”), to act as surety (fiador) for its obligations under the Loan (the “Guarantee”). For Financial Covenants: The Borrower shall maintain accurate financial records and provide the purposes of calculating Additional Base Fees Lender with (i) audited annual financial statements for itself and Final Additional Base Fees, Company shall provide Consultant with its determination of the ANI Increase attributable to Consultant’s services subsidiaries within thirty one hundred and twenty (30120) days of the end of Company’s fiscal quarter year-end; and (the “Fee Attribution Statement”ii) on a form mutually agreeable to both Parties. Consultant shall have ten interim quarterly financial statements, certified by its general manager or accountant, within sixty (1060) days of each quarter-end. The Borrower further agrees to accept or dispute the Fee Attribution Statement or dispute Company’s calculation pursuant maintain a Total Financial Debt4 to Section 3.B. If Consultant does not respond EBITDA5 ratio of no more than four to one (4:1), calculated according to the Fee Attribution Statement within methodology established in the ten (10) day period (Bond Program6, or as otherwise proposed by the “Fee Attribution Statement Review Period”)Lender, Consultant shall forfeit any dispute rights and Company shall make any payment for Additional Base Fees and Final Additional Base Fees in accordance with its calculation set forth on the Fee Attribution Statementevent the Bond Program ceases to be in place. Affirmative Covenants: The Borrower shall: i. Provide the financial information required in the Agreement.