Common use of The U Clause in Contracts

The U. S. Borrower (on behalf of itself and the Foreign Subsidiary Borrowers) from time to time agrees to pay (i) to each U.S. Revolving Facility Lender (other than any Defaulting Lender), through the Administrative Agent, 10 Business Days after the last day of March, June, September and December of each year and three Business Days after the date on which the Revolving Credit Commitments of all the Lenders shall be terminated as provided herein, a fee (an "L/C Participation Fee") on such Lender's U.S. Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements), during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Credit Maturity Date or the date on which the U.S. Revolving Facility Commitments shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Borrowings effective for each day in such period minus the amount of Issuing Bank Fees (as defined below) set forth in clause (ii)(x) below and (ii) to each Issuing Bank, for its own account, (x) three Business Days after the last day of March, June, September and December of each year and three Business Days after the date on which the U.S. Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 1/4 of 1% per annum of the daily average stated amount of such Letter of Credit), plus (y) in connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank's customary documentary and processing charges (collectively, "Issuing Bank Fees"). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days.

The U. S. Borrower (on behalf of itself and the Foreign Subsidiary Borrowers) from time to time agrees to pay (i) to each U.S. Revolving Facility Lender (other than any Defaulting Lender), through the Administrative Agent, 10 three Business Days after the last day of March, June, September and December of each year and three Business Days after the date on which the Revolving Credit Commitments of all the Lenders shall be terminated as provided herein, a fee (an "“L/C Participation Fee"”) on such Lender's U.S. ’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements), during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Credit applicable Maturity Date or the date on which the U.S. Revolving Facility Commitments shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Borrowings effective for each day in such period minus the amount of Issuing Bank Fees (as defined below) set forth in clause (ii)(x) below and (ii) to each Issuing Bank, for its own account, (x) three Business Days after the last day of March, June, September and December of each year and three Business Days after the date on which the U.S. Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 1/4 the U.S. Dollar Equivalent of 10.125% per annum of the daily average stated amount of such Letter of CreditCredit (or as otherwise agreed with such Issuing Bank), plus (y) in connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank's ’s customary documentary and processing fees and charges (collectively, "“Issuing Bank Fees"”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis in U.S. Dollars and shall be computed on the basis of the actual number of days elapsed in a year of 360 days.

The U. S. Borrower (on behalf of itself and the Foreign Subsidiary Borrowers) from time to time agrees to pay (i) to each U.S. Revolving Facility Lender (other than any Defaulting Lender), through the Administrative Agent, 10 Business Days after the last day of March, June, September and December of each year and three Business Days after the date on which the Revolving Credit Commitments of all the Lenders shall be terminated as provided herein, a fee (an "L/C Participation Fee") on such Lender's U.S. Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements), during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Credit Maturity Date or the date on which the U.S. Revolving Facility Commitments shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Borrowings effective for each day in such period minus the amount of Issuing Bank Fees (as defined below) set forth in clause (ii)(x) below and (ii) to each Issuing Bank, for its own account, (x) three Business Days after the last day of March, June, September and December of in each year year, and three Business Days after the date on which the U.S. Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fronting commitment fee in respect (a “Commitment Fee”) on the average daily amount of each Letter the Available Unused Commitment of Credit issued by such Issuing Bank for Lender during the preceding quarter (or other period from and including ending with the date on which the last of issuance the Commitments of such Letter of Credit to and including the termination of such Letter of Credit, computed Lender shall be terminated) at a rate equal to 1/4 of 1% per annum of the daily average stated amount of such Letter of Credit), plus (y) in connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank's customary documentary and processing charges (collectively, "Issuing Bank Fees")Applicable Commitment Fee. All L/C Participation Commitment Fees and Issuing Bank Fees that are payable on a per annum basis shall be payable in U.S. Dollars and computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. 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. For purposes of computing the average daily amount of any Revolving L/C Exposure for any period under this Section 2.13(a) and under Section 2.13(b), the average daily amount of Alternative Currency Revolving L/C Exposure for such period shall be calculated by multiplying (i) the average daily balance of each Alternative Currency Letter of Credit (expressed in the currency in which such Alternative Currency Letter of Credit is denominated) by (ii) the Exchange Rate for the Alternative Currency in which such Letter of Credit is denominated in effect on the last Business Day of such period or by such other reasonable method that the Administrative Agent deems appropriate.

The U. S. Borrower (on behalf of itself and the Foreign Subsidiary Borrowers) from time to time agrees to pay (i) to each U.S. Domestic Revolving Facility Lender (other than any Defaulting Credit Lender), through the Administrative Agent, 10 Business Days after on the last day Business Day of March, June, September and December of in each year and three Business Days after the on each date on which the Domestic Revolving Credit Commitments Commitment of all the Lenders such Lender shall expire or be terminated as provided herein, a facility fee equal to the Applicable Percentage per annum in effect from time to time on the daily amount (an "L/C Participation Fee"whether used or unused) on such Lender's U.S. Revolving Facility Percentage of the daily aggregate Domestic Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements), Credit Commitment of such Lender during the preceding quarter (or shorter other period commencing with on the Closing Date or ending with the Revolving Credit Maturity Date or the date on which the U.S. Domestic Revolving Facility Commitments Credit Commitment of such Lender shall expire or be terminated) at ). The U.S. Borrower and the rate per annum equal U.K. Borrower jointly and severally agree to the Applicable Margin for Eurocurrency Revolving Borrowings effective for each day in such period minus the amount of Issuing Bank Fees (as defined below) set forth in clause (ii)(x) below and (ii) pay to each Issuing BankU.K. Lender, for its own accountthrough the Administrative Agent, (x) three Business Days after on the last day Business Day of March, June, September and December of in each year and three Business Days after the on each date on which the U.S. U.K. Revolving Facility Commitments Credit Commitment of all the Lenders such Lender shall expire or be terminated as provided herein, a fronting facility fee equal to the Applicable Percentage per annum in effect from time to time on the daily amount (whether used or unused) of the U.K. Revolving Credit Commitment of such Lender during the preceding quarter (or other period commencing on the Closing Date or ending with the Revolving Credit Maturity Date or the date on which the U.K. Revolving Credit Commitment of such Lender shall expire or be terminated). The U.S. Borrower, the Canadian Borrower, the Australian Borrower and the New Zealand Borrower jointly and severally agree to pay to each Multicurrency Revolving Credit Lender, through the Administrative Agent, on the last Business Day of March, June, September and December in each year and on each date on which the Multicurrency Revolving Credit Commitment of such Lender shall expire or be terminated as provided herein, a facility fee (together with the facility fees provided for in the preceding two sentences, the “Facility Fees”) equal to the Applicable Percentage per annum in effect from time to time on the daily amount (whether used or unused) of the Multicurrency Revolving Credit Commitment of such Lender during the preceding quarter (or other period commencing on the Closing Date or ending with the Revolving Credit Maturity Date or the date on which the Multicurrency Revolving Credit Commitment of such Lender shall expire or be terminated). Notwithstanding the foregoing, if any Revolving Credit Exposure remains outstanding following any expiration or termination of the Revolving Credit Commitments as contemplated by the three preceding sentences, the Facility Fees shall continue to accrue on such Revolving Credit Exposure for so long as such Revolving Credit Exposure remains outstanding and shall be payable on demand. In addition, the Facility Fees otherwise payable to any Defaulting Lender in respect of each Letter the unused portion of such Defaulting Lender’s Revolving Credit issued by such Issuing Bank Commitments shall not be payable for so long as, and with respect to the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 1/4 of 1% per annum of the daily average stated amount of such Letter of Credit), plus (y) in connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunderduring which, such Issuing Bank's customary documentary and processing charges (collectively, "Issuing Bank Fees")Lender is a Defaulting Lender. All L/C Participation Facility Fees and Issuing Bank Fees that are payable on a per annum basis 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 and including the Closing Date and shall cease to accrue on the date on which the applicable Revolving Credit Commitment of such Lender shall expire or be terminated as provided herein and there is not any remaining Revolving Credit Exposure of such Lender.

The U. S. Borrower (on behalf of itself and the Foreign Subsidiary Borrowers) from time to time agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a commitment fee, which shall accrue at the Applicable Rate on the daily amount by which the Revolving Commitment of such Lender exceeds the Revolving Loans and LC Exposure of such Lender during the period from and including the Delayed Draw Funding Date to but excluding the date on which such Commitment terminates; provided that any commitment fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the U.S. 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 the U.S. Borrower prior to such time; and provided, further, that no commitment fee shall accrue on the Revolving Facility Commitment of a Defaulting Lender (other than at any time that such Lender shall be a Defaulting Lender), . Accrued commitment fees accrued through the Administrative Agent, 10 Business Days after and including the last day of March, June, September and December of each year year, commencing on March 31, 2017, shall be payable in arrears on the third Business Day following such last day of March, June, September or December, as applicable, and three Business Days after accrued commitment fees shall be payable on the date on which the Revolving Credit Commitments of all terminate; provided, however, that if the Lenders shall be terminated as provided herein, a fee (an "L/C Participation Fee"Administrative Agent has not notified the U.S. Borrower pursuant to Section 1.09(b)(iii) on such Lender's U.S. Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding determination of the portion thereof attributable to unreimbursed L/C Disbursements)Dollar Equivalent of each Letter of Credit, during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Credit Maturity Date or the date on which the U.S. Revolving Facility Commitments shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Borrowings effective for each day in such period minus the amount Borrowing and LC Disbursement outstanding as of Issuing Bank Fees (as defined below) set forth in clause (ii)(x) below and (ii) to each Issuing Bank, for its own account, (x) three Business Days after the last day of March, June, September and December of each year and three or December, as applicable, at least one Business Days after Day prior to the date on which such commitment fees would be payable, then accrued commitment fees for such period shall not be payable until the first Business Day following the date on which the U.S. Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fronting fee in respect of each Letter of Credit issued by Administrative Agent provides such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 1/4 of 1% per annum of the daily average stated amount of such Letter of Credit), plus (y) in connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank's customary documentary and processing charges (collectively, "Issuing Bank Fees")notice. All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis 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 in a year of 360 days(including the first day but excluding the last day).

The U. S. Borrower (on behalf of itself and the Foreign Subsidiary Borrowers) from time to time agrees to pay (i) to each U.S. Revolving Facility Lender (other than any Defaulting Lender), through the Administrative Agent, 10 Business Days after the last day of March, June, September and December of each year and three Business Days after the date on which the Revolving Credit Commitments of all the Lenders shall be terminated as provided herein, a fee (an "L/C Participation Fee") on such Lender's U.S. Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements), during the preceding quarter (or shorter period commencing with the Closing Date date hereof or ending with the Revolving Credit Maturity Date or the date on which the U.S. Revolving Facility Commitments shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Borrowings effective for each day in such period minus the amount of Issuing Bank Fees (as defined below) set forth in clause (ii)(x) below and (ii) to each Issuing Bank, for its own account, (x) three Business Days after the last day of March, June, September and December of each year and three Business Days after the date on which the U.S. Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 1/4 of 1% per annum of the daily average stated amount of such Letter of Credit), plus (y) in connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank's customary documentary and processing charges (collectively, "Issuing Bank Fees"). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days.

The U. S. Borrower (on behalf of itself and the Foreign Subsidiary Borrowers) from time to time agrees to pay (i) to each U.S. Revolving Facility Lender (other than any Defaulting Lender)) in respect of a Tranche, through the Administrative Agent, 10 three Business Days after the last day of March, June, September and December of each year and three Business Days after the date on which the Revolving Credit Facility Commitments in respect of such Tranche of all the Lenders shall be terminated as provided herein, a fee (an "“L/C Participation Fee"”) on such Lender's U.S. Revolving Facility ’s Tranche Percentage of the daily aggregate Revolving L/C Exposure with respect to such Tranche (excluding the portion thereof attributable to unreimbursed Revolving L/C Disbursements), during the preceding quarter (or shorter period commencing with the Closing Date or ending with the applicable Revolving Credit Facility Maturity Date or the date on which the U.S. Revolving Facility Commitments in respect of such Tranche shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Borrowings effective for each day in such period (provided that, solely in respect of the CIGNA L/C, such rate per annum shall be equal to such Applicable Margin minus the amount of Issuing Bank Fees (as defined below0.50%) set forth in clause (ii)(x) below and (ii) to each Issuing BankBank in respect of any Tranche of the Revolving Facility, for its own account, (x) three Business Days after the last day of March, June, September and December of each year and three Business Days after the date on which the U.S. Revolving Facility Commitments in respect of such Tranche of all the Lenders shall be terminated as provided herein, a fronting fee in respect of each Revolving Letter of Credit issued by such Issuing Bank for the period from and including the date of issuance of such Revolving Letter of Credit to and including the termination of such Revolving Letter of Credit, computed at a rate equal to 1/4 of 1% per annum of the daily average stated amount of such Revolving Letter of CreditCredit (or as otherwise agreed with such Issuing Bank), plus (y) in connection with the issuance, amendment or transfer of any such Letter of Credit or any Revolving L/C Disbursement thereunder, such Issuing Bank's ’s customary documentary and processing charges (collectively, "“Issuing Bank Fees"”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days.

The U. S. Borrower will not, and will not permit any of its Subsidiaries to, sell, lease, license, transfer, assign or otherwise dispose of any of its business, assets, rights, revenues or property, real, personal or mixed, tangible or intangible, whether in one or a series of related transactions (on behalf any such sale, lease, license, transfer assignment or other disposition, a “Disposition”), other than (a) Dispositions of itself inventory or other assets in the ordinary course of business (including without limitation any such license, sublicense, lease or sublease of assets in the ordinary course of business), Dispositions of scrap or obsolete assets and the Foreign Subsidiary Borrowers) from time to time agrees to pay (i) to each U.S. Revolving Facility Lender (other than any Defaulting Lender), through the Administrative Agent, 10 Business Days after the last day lapse of March, June, September and December of each year and three Business Days after the date on which the Revolving Credit Commitments of all the Lenders shall be terminated as provided herein, a fee (an "L/C Participation Fee") on such Lender's U.S. Revolving Facility Percentage intellectual property of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable Borrowers or any of their Subsidiaries that is no longer useful or material to unreimbursed L/C Disbursements), during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Credit Maturity Date or the date on which the U.S. Revolving Facility Commitments shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Borrowings effective for each day in such period minus the amount of Issuing Bank Fees (as defined below) set forth in clause (ii)(x) below and (ii) to each Issuing Bank, for its own accounttheir business, (xb) three Business Days after the last day Dispositions of March, June, September and December of each year and three Business Days after the date on which the U.S. Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 1/4 of 1% per annum of the daily average stated amount of such Letter of Credit), plus (y) inventory in connection with the issuance, amendment or transfer termination of a license for such inventory as required by such license agreement and in the ordinary course of business; (c) any Disposition of any such Letter asset of Credit the U.S. Borrower or any L/C Disbursement thereunderSubsidiary to the U.S. Borrower or any Domestic Subsidiary that is a Guarantor, such Issuing Bank's customary documentary and processing charges (collectively, "Issuing Bank Fees"). All L/C Participation Fees and Issuing Bank Fees d) any Disposition of any asset by any Subsidiary of the Borrower to any Foreign Subsidiary Borrower; (e) any Disposition of any asset solely among Subsidiaries that are payable on not Borrowers or Guarantors, (f) any Disposition of an interest in accounts or notes receivable and related assets as part of a per annum basis Qualified Receivables Transaction; (g) any Lien permitted under Section 6.02, any merger, consolidation, liquidation or dissolution permitted under Section 6.03, any Investment permitted under Section 6.04, and any Restricted Payment permitted under Section 6.06; (h) any Disposition pursuant to any Swap Agreement permitted hereunder; (i) any Disposition of accounts receivable (and rights ancillary thereto) of Subsidiaries pursuant to, and in accordance with the terms of, the factoring agreement pursuant to which the Factoring Indebtedness referred to in clause (f) of Section 6.01 is incurred, (j) any Disposition pursuant to any non-exclusive license of intellectual property; (k) dispositions of accounts receivable and other rights to payment principally for collection purposes; and (l) any other sale, lease, license, transfer, assignment or other disposition that does not constitute a sale, lease, license, transfer, assignment or other disposition of a Substantial Portion and if immediately after any such transaction, no Default shall exist or shall have occurred and be computed on the basis of the actual number of days elapsed in a year of 360 dayscontinuing.

The U. S. Borrower (on behalf of itself and the Foreign Subsidiary Borrowers) from time to time agrees to pay (i) to each U.S. Lender in respect of a Tranche of Revolving Facility Lender Loans (other than any Defaulting Lender), through the Administrative Agent, 10 Business Days after the last day of March, June, September and December of each year and three Business Days after the date on which the Revolving Credit Commitments of all the Lenders shall be terminated as provided herein, a fee (an "L/C Participation Fee") on such Lender's U.S. Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements), during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Credit Maturity Date or the date on which the U.S. Revolving Facility Commitments shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Borrowings effective for each day in such period minus the amount of Issuing Bank Fees (as defined below) set forth in clause (ii)(x) below and (ii) to each Issuing Bank, for its own account, (x) three Business Days after the last day of March, June, September and December of in each year year, and three Business Days after the date on which the U.S. Revolving Facility Commitments of all the Lenders in respect of such Tranche shall be terminated as provided herein, a fronting commitment fee (a “Commitment Fee”) on the daily amount of the Available Unused Commitment of such Lender attributable to such Tranche during the preceding quarter (or other period ending with the date on which the last of the Commitments of such Lender in respect of each Letter of Credit issued by such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed Tranche shall be terminated) at a rate equal to 1/4 of 10.50% per annum of the daily average stated amount of such Letter of Credit), plus (y) in connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank's customary documentary and processing charges (collectively, "Issuing Bank Fees")annum. All L/C Participation Commitment Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender in respect of any Tranche of Revolving Loans 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 in respect of such Tranche shall be terminated as provided herein. For purposes of computing the average daily amount of any Revolving L/C Exposure for any period under this Section 2.13(a)(i) and under Section 2.13(b), the average daily amount of Alternative Currency Revolving L/C Exposure for such period shall be calculated by multiplying (i) the average daily balance of each Alternative Currency Letter of Credit (expressed in the currency in which such Alternative Currency Letter of Credit is denominated) by (ii) the Exchange Rate for the Alternative Currency in which such Letter of Credit is denominated in effect on the last Business Day of such period or by such other reasonable method that the Administrative Agent deems appropriate. Any Commitment Fee paid in respect of the Canadian Tranche (i) shall be paid to each Canadian Tranche Lender’s Canadian Lending Office to the extent paid by the Canadian Borrower and (ii) shall be paid to each Canadian Tranche Lender’s U.S. Lending Office to the extent paid by the U.S. Borrower.

The U. S. Borrower (on behalf of itself and the Foreign Subsidiary Borrowers) from time to time agrees to pay (i) to the U.S. Administrative Agent for the account of each U.S. $ Revolving Facility Lender (other than any Defaulting Lender), through the Administrative Agent, 10 Business Days after the last day of March, June, September and December of each year and three Business Days after the date on which the Revolving Credit Commitments of all the Lenders shall be terminated as provided herein, a participation fee (an a "L/C U.S. $ LC Participation Fee") with respect to its participations in U.S. $ Letters of Credit, which shall accrue (A) in the case of standby U.S. $ Letters of Credit, at the same Applicable Rate as is used to determine the rate of interest on Eurodollar U.S. $ Revolving Loans and (B) in the case of trade U.S. $ Letters of Credit, at 60% of such Applicable Rate, in each case on the average daily amount of such U.S. $ Revolving Lender's U.S. Revolving Facility Percentage of the daily aggregate Revolving L/C $ LC Exposure (excluding the any portion thereof attributable to unreimbursed L/C U.S. $ LC Disbursements), ) during the preceding quarter (or shorter period commencing with from and including the Closing Date or ending with to but excluding the Revolving Credit Maturity Date or later of the date on which such Lender's U.S. $ Revolving Commitment terminates and the date on which such Lender ceases to have any U.S. Revolving Facility Commitments shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Borrowings effective for each day in such period minus the amount of Issuing Bank Fees (as defined below) set forth in clause (ii)(x) below $ LC Exposure, and (ii) to each U.S. Issuing Bank, for its own account, (x) three Business Days after the last day of March, June, September and December of each year and three Business Days after the date on which the U.S. Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fronting fee (a "U.S. Fronting Fee"), which shall accrue at the rate that shall be agreed upon in respect writing by the U.S. Borrower and such U.S. Issuing Bank on the average daily amount of each Letter the portion of the U.S. $ LC Exposure (excluding any portion thereof attributable to unreimbursed U.S. $ LC Disbursements) attributable to U.S. $ Letters of Credit issued by such U.S. Issuing Bank for Bank, in each case during the period from and including the Closing Date to but excluding the later of the date of issuance of such Letter of Credit to and including the termination of the U.S. $ Revolving Commitments and the date on which there ceases to be any U.S. $ LC Exposure, as well as such Letter of Credit, computed at a rate equal U.S. Issuing Bank's standard fees with respect to 1/4 of 1% per annum of the daily average stated amount of such Letter of Credit), plus (y) in connection with the issuance, amendment amendment, renewal or transfer extension of any such U.S. $ Letter of Credit or any L/C Disbursement processing of drawings thereunder, such Issuing Bank's customary documentary and processing charges (collectively, "Issuing Bank Fees"). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days.

The U. S. Borrower (on behalf of itself and the Foreign Subsidiary Borrowers) from time to time agrees to pay (i) to each U.S. Revolving Facility Lender (other than any Defaulting Lender), through the Administrative Agent, 10 Business Days after the last day of March, June, September and December of each year and three Business Days after the date on which the Revolving Credit Facility Commitments of all the Lenders shall be terminated as provided herein, a fee (an "L/C Participation Fee") on such Lender's U.S. Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements), during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Credit Facility Maturity Date or the date on which the U.S. Revolving Facility Commitments shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Borrowings effective for each day in such period minus the amount of Issuing Bank Fees (as defined below) set forth in clause (ii)(x) below and (ii) to each Issuing Bank, for its own account, (x) three Business Days after the last day of March, June, September and December of each year and three Business Days after the date on which the U.S. Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 1/4 of 1% per annum of the daily average stated amount of such Letter of Credit), plus (y) in connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank's customary documentary and processing charges (collectively, "Issuing Bank Fees"). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days.

The U. S. Borrower (on behalf of itself and the Foreign Subsidiary Borrowers) from time to time agrees to pay (i) to each U.S. Revolving Facility Lender (other than any Defaulting Lender)) in respect of a Tranche, through the Administrative Agent, 10 three Business Days after the last day of March, June, September and December of each year and three Business Days after the date on which the Revolving Credit Facility Commitments in respect of such Tranche of all the Lenders shall be terminated as provided herein, a fee (an "“L/C Participation Fee"”) on such Lender's U.S. Revolving Facility ’s Tranche Percentage of the daily aggregate Revolving L/C Exposure with respect to such Tranche (excluding the portion thereof attributable to unreimbursed Revolving L/C Disbursements), during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Credit Facility Maturity Date or the date on which the U.S. Revolving Facility Commitments in respect of such Tranche shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Borrowings effective for each day in such period (provided that, solely in respect of the CIGNA L/C, such rate per annum shall be equal to such Applicable Margin minus the amount of Issuing Bank Fees (as defined below0.50%) set forth in clause (ii)(x) below and (ii) to each Issuing BankBank in respect of any Tranche of the Revolving Facility, for its own account, (x) three Business Days after the last day of March, June, September and December of each year and three Business Days after the date on which the U.S. Revolving Facility Commitments in respect of such Tranche of all the Lenders shall be terminated as provided herein, a fronting fee in respect of each Revolving Letter of Credit issued by such Issuing Bank for the period from and including the date of issuance of such Revolving Letter of Credit to and including the termination of such Revolving Letter of Credit, computed at a rate equal to 1/4 of 1% per annum of the daily average stated amount of such Revolving Letter of CreditCredit (or as otherwise agreed with such Issuing Bank), plus (y) in connection with the issuance, amendment or transfer of any such Letter of Credit or any Revolving L/C Disbursement thereunder, such Issuing Bank's ’s customary documentary and processing charges (collectively, "“Issuing Bank Fees"”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days.

The U. S. Borrower (on behalf of itself and the Foreign Subsidiary Borrowers) from time to time agrees to pay (i) to each U.S. Revolving Facility Lender (other than any Defaulting Lender), through the Administrative Agent, 10 Business Days after the last on first day of Marcheach calendar quarter and on the Revolving Facility Maturity Date and, Juneif earlier, September and December of each year and three Business Days after on the date on which the U.S. Revolving Credit Facility Commitments of all the U.S. Revolving Lenders shall be terminated as provided herein, a fee (an "a “U.S. L/C – BA Participation Fee"”) in Dollars on such Lender's U.S. Revolving Facility Percentage ’s Pro Rata Share of the daily aggregate U.S. Revolving L/C – BA Exposure (excluding the portion thereof attributable to unreimbursed U.S. L/C – BA Disbursements), ) during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Credit Facility Maturity Date or the date on which the U.S. Revolving Facility Commitments shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Term SOFR Borrowings that are U.S. Revolving Borrowings effective for each day in Loans on such period minus the amount of Issuing Bank Fees (as defined below) set forth in clause (ii)(x) below payment date, and (ii) to each the U.S. Issuing Bank, for its own account, (x) three Business Days after on the last first day of Marcheach calendar quarter and on the Revolving Facility Maturity Date and, Juneif earlier, September and December of each year and three Business Days after on the date on which the U.S. Revolving Facility Commitments of all the U.S. Revolving Lenders shall be terminated as provided herein, a fronting fee in respect of each U.S. Letter of Credit issued by such U.S. Issuing Bank for and outstanding during the preceding quarter (or shorter period from and including commencing with the Closing Date or ending with the Revolving Facility Maturity Date or the date of issuance of such Letter of Credit to and including on which the termination of such Letter of Credit, computed U.S. Revolving Facility Commitments shall be terminated) at a rate per annum equal to 1/4 1/8 of 1% per annum of the daily average stated amount of such U.S. Letter of Credit), plus (y) in connection with the issuance, amendment or transfer of any such U.S. Letter of Credit or any U.S. L/C – BA Disbursement thereunder, such U.S. Issuing Bank's ’s customary documentary and processing fees and charges (collectively, "“U.S. Issuing Bank Fees"”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days.