Common use of Commitment Fees, etc Clause in Contracts

Commitment Fees, etc. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee for the period from and including the Closing Date to the last day of the Revolving Commitment Period, computed at the Applicable Commitment Fee Rate on the average daily amount of the Available Revolving Commitment of such Lender during the period for which payment is made, payable quarterly in arrears on each Fee Payment Date; provided that (i) for purposes of calculating any fees owing in accordance with this Section 2.9(a), the Available Revolving Commitment for the Swingline Lender shall exclude any outstanding Swingline Loans and (ii) the Swingline Lender shall not be entitled to any commitment fee with respect to its Swingline Commitment separate from that to which it is entitled with respect to its Available Revolving Commitment; provided, further, that (i) any commitment fee accrued with respect to any of the Revolving Commitments 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 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 Borrower prior to such time 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. (b) The Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates as set forth in any fee agreements with the Administrative Agent.

Commitment Fees, etc. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee for the period from and including the Closing Date to the last day of the Revolving Commitment Period, computed at the Applicable Commitment Fee Rate on the average daily amount of the Available Revolving Commitment of such Lender during the period for which payment is made, payable quarterly in arrears on each Fee Payment Date; provided that (i) for purposes of calculating any fees owing in accordance with this Section 2.9(a), the Available Revolving Commitment for the Swingline Lender shall exclude any outstanding Swingline Loans and (ii) the Swingline Lender shall not be entitled to any commitment fee with respect to its Swingline Commitment separate from that to which it is entitled with respect to its Available Revolving Commitment; provided, further, that (i) any commitment fee accrued with respect to any of the Available Revolving Commitments 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 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 Borrower prior to such time and (ii) no commitment fee shall accrue on any of the Available Revolving Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. (b) The Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates as set forth in any fee agreements with the Administrative Agent.

Commitment Fees, etc. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee for the period from and including the Closing Date to the last day of the Revolving Commitment Period, computed at the Applicable Commitment Fee Rate on the average daily amount of the Available Dollar Revolving Commitment and/or Available Alternative Currency Revolving Commitment, as applicable, of such Lender during the period for which payment is made, payable quarterly in arrears on each Fee Payment Date; provided that (i) for purposes of calculating any fees owing in accordance with this Section 2.9(a), commencing on the Available Revolving Commitment first such date to occur after the Closing Date and on the Maturity Date for the Swingline Lender shall exclude any outstanding Swingline Loans and (ii) the Swingline Lender shall not be entitled to any commitment fee with respect to its Swingline Commitment separate from that to which it is entitled with respect to its Available Revolving Commitment; provided, further, that (i) any commitment fee accrued with respect to any of the Revolving Commitments 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 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 Borrower prior to such time 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 LenderFacility. (b) The Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates as set forth previously agreed to in any fee agreements with writing by the Borrower and the Administrative Agent. (c) The Borrower will pay a fee on all outstanding Letters of Credit at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar Loans under the Alternative Currency Revolving Facility, shared ratably among the Alternative Currency Revolving Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date. In addition, the Borrower shall pay to the Issuing Lender for its own account a fronting fee of 0.125% per annum on the undrawn and unexpired amount of each Letter of Credit, payable quarterly in arrears on each Fee Payment Date after the issuance date. (d) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for such normal and customary costs and expenses (including issuance fees) as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit. (e) The Borrower agrees to pay on the Closing Date (w) to each Tranche A Term Lender party to this Agreement on the Closing Date, as fee compensation for the funding of such Tranche A Term Lender’s Tranche A Term Loan, a funding fee in an amount agreed between such Tranche A Term Lender and the Borrower, (x) to each Tranche B Term Lender party to this Agreement on the Closing Date, as fee compensation for the funding of such Tranche B Term Lender’s Tranche B Term Loan, a funding fee in an amount equal to 0.50% of the stated principal amount of such Tranche B Term Lender’s Tranche B Term Loan funded on the Closing Date, (y) to each Dollar Revolving Lender party to this Agreement on the Closing Date, as compensation for the Dollar Revolving Commitment of such Dollar Revolving Lender, a commitment fee in the amount agreed between such Dollar Revolving Lender and the Borrower and (z) to each Alternative Currency Revolving Lender party to this Agreement on the Closing Date, as compensation for the Alternative Currency Revolving Commitment of such Alternative Currency Revolving Lender, a commitment fee in the amount agreed between such Alternative Currency Revolving Lender and the Borrower. (f) All fees payable hereunder (subject to Section 2.26) shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing Lender, in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Commitment Fees, etc. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender a commitment fee (the "Revolving Commitment Fee") for the period from and including the Closing Date to the last day of the Revolving Credit Commitment Period, computed at the Applicable Revolving Commitment Fee Rate on the average daily amount of the Available Revolving Credit Commitment of such Lender during the period for which payment is made, payable quarterly in arrears on the last day of each Fee Payment March, June, September and December and on the Revolving Credit Termination Date; provided that (i) for purposes , commencing on the first of calculating any fees owing in accordance with this Section 2.9(a), such dates to occur after the Available Revolving Commitment for the Swingline Lender shall exclude any outstanding Swingline Loans and (ii) the Swingline Lender shall not be entitled to any commitment fee with respect to its Swingline Commitment separate from that to which it is entitled with respect to its Available Revolving Commitmentdate hereof; provided, furtherhowever, that (i) any commitment fee Revolving Commitment Fee accrued with respect to any of the Revolving Commitments 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 Borrower so long as such Lender shall be a Defaulting Lender Lender, except to the extent that such commitment fee Revolving Commitment Fee shall otherwise have been due and payable by the Borrower prior to such time and (ii) time; provided, further, that no commitment fee such Revolving Commitment Fee shall accrue on any of the Revolving Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. (b) The Borrower agrees to pay to the Administrative Agent for the account of each Term Loan Lender a commitment fee for the period from and including the Closing Date to the last day of the Term Loan Commitment Period, computed at the Term Loan Commitment Fee Rate on the average daily amount of the Available Term Loan Commitment of such Lender during the period for which payment is made, payable quarterly in arrears on the last day of each March, June, September and December and on the last day of the Term Loan Commitment Period, commencing on the first of such dates to occur after the date hereof; provided, however, that any such commitment fee accrued with respect to any of the Commitments 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 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 Borrower prior to such time; provided, further, that no such commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. (c) The Borrower agrees to pay to the Arrangers, the Managers and the Agents the fees in the amounts and on the dates as set forth previously agreed to in any fee agreements with writing by the Borrower, the Arrangers, the Managers and the Agents including, without limitation, pursuant to the Facility Fee Letter. (d) The Borrower agrees to pay to the Administrative AgentAgent the fees in the amounts and on the dates from time to time agreed to in writing by the Borrower and the Administrative Agent including, without limitation, pursuant to the Administrative Agent Fee Letter.

Commitment Fees, etc. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee fee, in Dollars, for the period from and including the Closing Date to the last day of the Revolving Commitment Period, computed at the Applicable Commitment Fee Rate on the average actual daily amount of the Available Revolving Commitment of such Lender during the period for which payment is made, payable quarterly in arrears on each Fee Payment Date; provided that (i) for purposes of calculating any fees owing in accordance with this Section 2.9(a), the Available Revolving Commitment for the Swingline Lender shall exclude any outstanding Swingline Loans and (ii) the Swingline Lender shall not be entitled to any commitment fee with respect to its Swingline Commitment separate from that to which it is entitled with respect to its Available Revolving Commitment; provided, further, that (i) any commitment fee accrued with respect to any of the Revolving Commitments 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 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 Borrower prior to such time 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. (b) The Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates as set forth in any fee agreements with the Administrative Agent. (c) The Borrower agrees to pay the Administrative Agent for the account of each 2018 Delayed Draw Tranche A Term Lender a commitment fee, in Dollars, for the period from and including the Sixth Amendment Effective Date to the last day of the 2018 Delayed Draw Tranche A Term Loan Availability Period, computed at the Applicable Commitment Fee Rate on the actual daily amount of unused 2018 Delayed Draw Tranche A Term Commitments of such Lender during the period for which payment is made, payable quarterly in arrears on each Fee Payment Date; provided that (i) any commitment fee accrued with respect to any of the 2018 Delayed Draw Tranche A Term Commitments 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 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 Borrower prior to such time and (ii) no commitment fee shall accrue on any of the 2018 Delayed Draw Tranche A Term Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Each payment by the Borrower under this Section 2.9(c) shall be applied to the 2018 Delayed Draw Tranche A Term Lenders on a pro rata basis according to the 2018 Delayed Draw Tranche A Commitment Percentages.

Commitment Fees, etc. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee for the period from and including the Closing Date to the last day of the Revolving Commitment Period, computed at the Applicable Commitment Fee Rate on the average daily amount of the Available Revolving Commitment of such Lender during the period for which payment is made, payable quarterly in arrears on each Fee Payment Date; provided that (i) for purposes of calculating any fees owing in accordance with this Section 2.9(a), the Available Revolving Commitment for the Swingline Lender shall exclude any outstanding Swingline Loans and (ii) the Swingline Lender shall not be entitled to any commitment fee with respect to its Swingline Commitment separate from that to which it is entitled with respect to its Available Revolving Commitment; provided, further, that (i) any commitment fee accrued with respect to any of the Revolving Commitments 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 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 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. (b) The Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates as set forth in any fee agreements with the Administrative Agent.

Commitment Fees, etc. (a) The Parent Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender a commitment fee for the period from and including the Closing Date to the last day of the Revolving Credit Commitment Period, computed at the Applicable Commitment Fee Rate on the sum of (i) the average daily amount of the Available Revolving Credit Commitment in respect of the Multicurrency Revolving Credit Facility of such Lender and (ii) the average daily amount of the Available Revolving Credit Commitment in respect of the USD Revolving Credit Facility of such Lender, in each case during the period for which payment is made, payable quarterly in arrears on the last day of each March, June, September and December and on the Revolving Credit Termination Date, commencing on the first of such dates to occur after the date hereof. (b) The Parent Borrower agrees to pay to the Administrative Agent for the account of each Delayed Draw Term Loan Lender a commitment fee for the period from and including the Closing Date to the Delayed Draw Term Loan Commitment Termination Date, computed at the Commitment Fee Rate on the average daily amount of the Available Revolving Delayed Draw Term Loan Commitment of such Lender during the period for which payment is made, payable quarterly in arrears on each Fee Payment the Delayed Draw Term Loan Commitment Termination Date; provided that (i) for purposes of calculating any fees owing in accordance with this Section 2.9(a), the Available Revolving Commitment for the Swingline Lender shall exclude any outstanding Swingline Loans and (ii) the Swingline Lender shall not be entitled to any commitment fee with respect to its Swingline Commitment separate from that to which it is entitled with respect to its Available Revolving Commitment; provided, further, that (i) any commitment fee accrued with respect to any of the Revolving Commitments 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 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 Borrower prior to such time 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. (bc) The Parent Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates as set forth previously agreed to in any fee agreements with writing by the Parent Borrower and the Administrative Agent.

Commitment Fees, etc. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit 1 Lender a commitment fee (the “Revolving 1 Commitment Fee”) for the period from and including the Closing Seventh Amendment Effective Date to the last day of the Revolving Credit 1 Commitment Period, computed at the Applicable Revolving 1 Commitment Fee Rate on the average daily amount of the Available Revolving Credit 1 Commitment of such Lender during the period for which payment is made, payable quarterly in arrears on the last day of each Fee Payment March, June, September and December and on the Revolving Credit 1 Termination Date; provided that (i) for purposes , commencing on the first of calculating any fees owing in accordance with this Section 2.9(a), such dates to occur on or after the Available Revolving Commitment for the Swingline Lender shall exclude any outstanding Swingline Loans and (ii) the Swingline Lender shall not be entitled to any commitment fee with respect to its Swingline Commitment separate from that to which it is entitled with respect to its Available Revolving CommitmentSeventh Amendment Effective Date; provided, furtherhowever, that (i) any commitment fee Revolving 1 Commitment Fee accrued with respect to any of the Revolving Credit 1 Commitments 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 Borrower so long as such Lender shall be a Defaulting Lender Lender, except to the extent that such commitment fee Revolving 1 Commitment Fee shall otherwise have been due and payable by the Borrower prior to such time time; and (ii) provided, further, that no commitment fee such Revolving 1 Commitment Fee shall accrue on any of the Revolving Credit 1 Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. (b) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit 2 Lender a commitment fee (the “Revolving 2 Commitment Fee”) for the period from and including the Fourth Amendment Effective Date to the last day of the Revolving Credit 2 Commitment Period, computed at the Revolving 2 Commitment Fee Rate on the average daily amount of the Available Revolving Credit 2 Commitment of such Lender during the period for which payment is made, payable quarterly in arrears on the last day of each March, June, September and December and on the Revolving Credit 2 Termination Date, commencing on the first of such dates to occur on or after the Fourth Amendment Effective Date; provided, however, that any Revolving 2 Commitment Fee accrued with respect to any of the Revolving Credit 2 Commitments 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 Borrower so long as such Lender shall be a Defaulting Lender, except to the extent that such Revolving 2 Commitment Fee shall otherwise have been due and payable by the Borrower prior to such time; and provided, further, that no such Revolving 2 Commitment Fee shall accrue on any of the Revolving Credit 2 Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. (c) The Borrower agrees to pay to the Arrangers, the Managers and the Agents the fees in the amounts and on the dates as set forth previously agreed to in any fee agreements with writing by the Borrower, the Arrangers, the Managers and the Agents including, without limitation, pursuant to the Facility Fee Letter. (d) The Borrower agrees to pay to the Administrative AgentAgent the fees in the amounts and on the dates from time to time agreed to in writing by the Borrower and the Administrative Agent including, without limitation, pursuant to the Administrative Agent Fee Letter.

Commitment Fees, etc. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee for the period from and including the Closing Date to but excluding the last day of the Revolving Commitment Period, computed at the Applicable Commitment Fee Rate on the average daily amount of the Available Revolving Commitment of such Lender during the period for which payment is made, payable quarterly in arrears on each Fee Payment Date; provided that (i) for purposes of calculating any fees owing in accordance with this Section 2.9(a), the Available Revolving Commitment for the Swingline Lender shall exclude any outstanding Swingline Loans and (ii) the Swingline Lender shall not be entitled to any commitment fee with respect to its Swingline Commitment separate from that to which it is entitled with respect to its Available Revolving Commitment; provided, further, that (i) any commitment fee accrued with respect to any of the Revolving Commitments 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 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 Borrower prior to such time 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. (b) The Borrower agrees to pay on the Closing Date to the Administrative Agent Agent, for the benefit of each Lender party to this Agreement as a Lender on the Closing Date, (i) as fee compensation for the funding of such Lender’s Term Loan, a closing fee in an amount equal to 0.50% of the stated principal amount of such Lender’s Term Loan, payable, at the election of the Lead Arrangers following consultation with the Borrower, to the Administrative Agent, for the benefit of each such Lender, from the proceeds of its Term Loan as and when funded on the Closing Date or in the form of original issue discount and (ii) as fee compensation for the availability of such Lender’s Revolving Commitment, a closing fee in an amount equal to 0.50% of the aggregate principal amount of such Lender’s Revolving Commitment, payable to the Administrative Agent, for the benefit of such Lender, on the Closing Date. Such closing fees shall be in all respects fully earned, due and payable on the Closing Date and non-refundable and non-creditable thereafter. (c) The Borrower agrees to pay to (i) CS or its Affiliates the fees in the amounts and on the dates as set forth in any fee agreements with including, without limitation under the Administrative AgentAgent Fee Letter and (ii) Fifth Third Bank the fees in the amounts and on the dates as set forth in any fee agreements including, without limitation under the Side Fee Letter.

Commitment Fees, etc. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender and each Incremental Lender with an Incremental Revolving Loan Amount, a commitment fee for the period from and including the Closing Date or the date of the Incremental Revolving Loan Activation Notice with respect thereto, to the last day of the Revolving Credit Commitment PeriodPeriod or the commitment period with respect thereto, computed at the Applicable Commitment Fee Rate on the average daily amount of the Available Revolving Credit Commitment of such Revolving Credit Lender or of the unused Incremental Revolving Loan Amount, as the case may be, during the period for which payment is made, payable quarterly in arrears on each Fee Payment Date; provided that (i) for , commencing on the first Fee Payment Date to occur after the Closing Date or the date of the Incremental Revolving Loan Activation Notice, as the case may be. For purposes of calculating any commitment fees owing in accordance with under this Section 2.9(a)subsection 2.6(a) only, no portion of the Available Revolving Commitment for the Swingline Lender Credit Commitments shall exclude any be deemed utilized as a result of outstanding Swingline Loans and (ii) the other than Refunded Swingline Lender shall not be entitled to any commitment fee with respect to its Swingline Commitment separate from that to which it is entitled with respect to its Available Revolving Commitment; provided, further, that (i) any commitment fee accrued with respect to any of the Revolving Commitments 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 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 Borrower prior to such time 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 LenderLoans). (b) The Borrower agrees to pay to the Administrative Agent and the Co-Lead Arrangers the fees in the amounts and on the dates as set forth agreed to in any fee agreements with writing by the Borrower and the Administrative AgentAgent and Co-Lead Arrangers.

Commitment Fees, etc. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Revolving Percentage a commitment fee (the “Commitment Fee”) for the period from and including the Closing Date date hereof to the last day of the Revolving Commitment Period, computed at the Applicable Commitment Fee Rate on the average actual daily amount by which the Revolving Commitments exceed the sum of (i) the Outstanding Amount of Revolving Loans on such date and (ii) the Outstanding Amount of L/C Obligations on such date, subject to adjustment as provided in Section 2.22. The Commitment Fee shall accrue at all times during the Revolving Commitment Period, including at any time during which one or more of the Available Revolving Commitment of such Lender during the period for which payment conditions in Section 5 is madenot met, and shall be due and payable quarterly in arrears on the last Business Day of each Fee Payment March, June, September and December and on the Revolving Termination Date; provided that (i) for purposes of calculating any fees owing in accordance , commencing with this Section 2.9(a)the first such date to occur after the Closing Date, and on the Available Revolving Commitment for the Swingline Lender shall exclude any outstanding Swingline Loans and (ii) the Swingline Lender shall not be entitled to any commitment fee with respect to its Swingline Commitment separate from that to which it is entitled with respect to its Available Revolving Commitment; provided, further, that (i) any commitment fee accrued with respect to any last day of the Revolving Commitments of a Defaulting Lender Commitment Period. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the period prior to the time such Lender became a Defaulting Lender actual daily amount shall be computed and unpaid at such time shall not be payable multiplied by the Borrower so long as Applicable Rate separately for each period during such Lender shall be a Defaulting Lender except to the extent quarter that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time 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 LenderApplicable Rate was in effect. (b) The Borrower agrees to pay to BAS and the Administrative Agent the fees in the amounts and on the dates as set forth specified in the Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for any fee agreements with the Administrative Agentreason whatsoever.

Commitment Fees, etc. (a) The Borrower agrees Borrowers agree to pay to the Administrative Agent for the account of each Revolving Lender Lender, in accordance with its Revolving Percentage, a commitment fee for (the period from and including the Closing Date “Commitment Fee”) equal to the last day of the Revolving Commitment Period, computed at the Applicable Commitment Fee Rate on times the average actual daily amount by which the Total Revolving Commitments exceed the sum of the Available Revolving Commitment of such Lender during the period for which payment is made, payable quarterly in arrears on each Fee Payment Date; provided that (i) for purposes the Outstanding Amount of calculating any fees owing in accordance with this Section 2.9(a), the Available Revolving Commitment for the Swingline Lender shall exclude any outstanding Swingline Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.24. For the avoidance of doubt, the Outstanding Amount of Swingline Lender Loans shall not be entitled to any commitment fee with respect to its Swingline Commitment separate from that to which it is entitled with respect to its Available Revolving Commitment; provided, further, that (i) any commitment fee accrued with respect to any counted towards or considered usage of the Revolving Commitments of a Defaulting Lender all Lenders for purposes of determining the Commitment Fee. The Commitment Fee shall accrue at all times during the period prior to Revolving Commitment Period, including at any time during which one or more of the time such Lender became a Defaulting Lender conditions in Section 5 is not satisfied, and unpaid at such time shall not be payable by the 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 in arrears on each applicable Fee Payment Date. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Commitment Fee Rate during any fiscal quarter, the actual daily amount shall be computed and multiplied by the Borrower prior to Commitment Fee Rate separately for each period during such time and (ii) no commitment fee shall accrue on any of the Revolving Commitments of a Defaulting Lender so long as fiscal quarter that such Lender shall be a Defaulting LenderCommitment Fee Rate was in effect. (b) The Borrower agrees Borrowers agree to pay to the Administrative Agent and the Joint Lead Arrangers (and their respective affiliates) the fees in the amounts and on the dates as set forth in any fee agreements with the Administrative Agentsuch Persons and to perform any other obligations contained therein.

Commitment Fees, etc. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee for the period from and including the Closing Date to the last day of the Revolving Commitment Period, computed at the Applicable Commitment Fee Rate on the average daily amount of the Available Dollar Revolving Commitment and/or Available Alternative Currency Revolving Commitment, as applicable, of such Lender during the period for which payment is made, payable quarterly in arrears on each Fee Payment Date; provided that (i) for purposes of calculating any fees owing in accordance with this Section 2.9(a), commencing on the Available Revolving Commitment first such date to occur after the Closing Date and on the Maturity Date for the Swingline Lender shall exclude any outstanding Swingline Loans and (ii) the Swingline Lender shall not be entitled to any commitment fee with respect to its Swingline Commitment separate from that to which it is entitled with respect to its Available Revolving Commitment; provided, further, that (i) any commitment fee accrued with respect to any of the Revolving Commitments 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 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 Borrower prior to such time 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 LenderFacility. (b) The Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates as set forth previously agreed to in any fee agreements with writing by the Borrower and the Administrative Agent. (c) The Borrower will pay to the Administrative Agent for the account of each Applicable Participant in accordance with its Alternative Currency Revolving Percentage or Dollar Revolving Percentage, as applicable, a fee for each Letter of Credit with respect to which it is an Applicable Participant equal to the product of (i) the Dollar Equivalent of the daily maximum amount then available to be drawn on such Letters of Credit and (ii) a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar Loans under the Revolving Facility, payable quarterly in arrears on each Fee Payment Date after the issuance date. In addition, the Borrower shall pay to the Issuing Lender for its own account a fronting fee of 0.125% per annum on the undrawn and unexpired amount of each Letter of Credit, payable quarterly in arrears on each Fee Payment Date after the issuance date. (d) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for such normal and customary costs and expenses (including issuance fees) as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit. (e) The Borrower agrees to pay on the Closing Date (w) to each Tranche A Term Lender party to this Agreement on the Closing Date, as fee compensation for the funding of such Tranche A Term Lender’s Tranche A Term Loan, a funding fee in an amount agreed between such Tranche A Term Lender and the Borrower, (x) to each Tranche B Term Lender party to this Agreement on the Closing Date, as fee compensation for the funding of such Tranche B Term Lender’s Tranche B Term Loan, a funding fee in an amount equal to 0.25% of the stated principal amount of such Tranche B Term Lender’s Tranche B Term Loan funded on the Closing Date, (y) to each Dollar Revolving Lender party to this Agreement on the Closing Date, as compensation for the Dollar Revolving Commitment of such Dollar Revolving Lender, a commitment fee in the amount agreed between such Dollar Revolving Lender and the Borrower and (z) to each Alternative Currency Revolving Lender party to this Agreement on the Closing Date, as compensation for the Alternative Currency Revolving Commitment of such Alternative Currency Revolving Lender, a commitment fee in the amount agreed between such Alternative Currency Revolving Lender and the Borrower. (f) All fees payable hereunder (subject to Section 2.26) shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing Lender, in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances. (g) The Borrower agrees to pay to the Administrative Agent for the account of each Tranche A Term Lender a ticking fee (the “Ticking Fee”) in dollars at a rate per annum equal to the then applicable Commitment Fee Rate on the undrawn portion of the Tranche A Term Commitments, payable quarterly in arrears on the last Business Day of each fiscal quarter of each year and on the Tranche A Term Commitment Expiration Date, commencing on the first such date to occur after the Closing Date, calculated based upon the actual number of days elapsed over a 360-day year, accruing beginning on the Closing Date to but excluding the Tranche A Term Commitment Expiration Date. The Ticking Fee shall be distributed to the Tranche A Term Lenders pro rata in accordance with the amount of each such Tranche A Term Lender’s Tranche A Term Commitment.

Commitment Fees, etc. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee fee, in Dollars, for the period from and including the Closing Date to the last day of the Revolving Commitment Period, computed at the Applicable Commitment Fee Rate on the average actual daily amount of the Available Revolving Commitment of such Lender during the period for which payment is made, payable quarterly in arrears on each Fee Payment Date; provided that (i) for purposes of calculating any fees owing in accordance with this Section 2.9(a), the Available Revolving Commitment for the Swingline Lender shall exclude any outstanding Swingline Loans and (ii) the Swingline Lender shall not be entitled to any commitment fee with respect to its Swingline Commitment separate from that to which it is entitled with respect to its Available Revolving Commitment; provided, further, that (i) any commitment fee accrued with respect to any of the Revolving Commitments 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 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 Borrower prior to such time 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. (b) The Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates as set forth in any fee agreements with the Administrative Agent.

Commitment Fees, etc. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee for the period from and including the Closing Date to the last day of the Revolving Commitment Period, computed at the Applicable Commitment Fee Rate on the average daily amount of the Available Dollar Revolving Commitment and/or Available Alternative Currency Revolving Commitment, as applicable, of such Lender during the period for which payment is made, payable quarterly in arrears on each Fee Payment Date; provided that (i) for purposes of calculating any fees owing in accordance with this Section 2.9(a), commencing on the Available Revolving Commitment first such date to occur after the Closing Date and on the Maturity Date for the Swingline Lender shall exclude any outstanding Swingline Loans and (ii) the Swingline Lender shall not be entitled to any commitment fee with respect to its Swingline Commitment separate from that to which it is entitled with respect to its Available Revolving Commitment; provided, further, that (i) any commitment fee accrued with respect to any of the Revolving Commitments 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 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 Borrower prior to such time 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 LenderFacility. (b) The Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates as set forth previously agreed to in any fee agreements with writing by the Borrower and the Administrative Agent. (c) The Borrower will pay to the Administrative Agent for the account of each Applicable Participant in accordance with its Alternative Currency Revolving Percentage or Dollar Revolving Percentage, as applicable, a fee for each Letter of Credit with respect to which it is an Applicable Participant equal to the product of (i) the Dollar Equivalent of the daily maximum amount then available to be drawn on such Letters of Credit and (ii) a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar Loans under the Revolving Facility, payable quarterly in arrears on each Fee Payment Date after the issuance date. In addition, the Borrower shall pay to the Issuing Lender for its own account a fronting fee of 0.125% per annum on the undrawn and unexpired amount of each Letter of Credit, payable quarterly in arrears on each Fee Payment Date after the issuance date. (d) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for such normal and customary costs and expenses (including issuance fees) as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit. (e) The Borrower agrees to pay on the Closing Date (w) to each Tranche A Term Lender party to this Agreement on the Closing Date, as fee compensation for the funding of such Tranche A Term Lender’s Tranche A Term Loan, a funding fee in an amount agreed between such Tranche A Term Lender and the Borrower, (x) to each Tranche B Term Lender party to this Agreement on the Closing Date, as fee compensation for the funding of such Tranche B Term Lender’s Tranche B Term Loan, a funding fee in an amount equal to 0.50% of the stated principal amount of such Tranche B Term Lender’s Tranche B Term Loan funded on the Closing Date, (y) to each Dollar Revolving Lender party to this Agreement on the Closing Date, as compensation for the Dollar Revolving Commitment of such Dollar Revolving Lender, a commitment fee in the amount agreed between such Dollar Revolving Lender and the Borrower and (z) to each Alternative Currency Revolving Lender party to this Agreement on the Closing Date, as compensation for the Alternative Currency Revolving Commitment of such Alternative Currency Revolving Lender, a commitment fee in the amount agreed between such Alternative Currency Revolving Lender and the Borrower. (f) All fees payable hereunder (subject to Section 2.26) shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing Lender, in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Commitment Fees, etc. (ai) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender (other than a Defaulting Lender) a commitment fee for the period from and including the Closing Date to but excluding the last day of the Revolving Commitment Period, computed at the Applicable Commitment Fee Rate on the average daily amount of the Available Revolving Commitment of such Lender Lender; provided, however, solely for purposes of this calculation, an amount equal to such Lender’s Revolving Percentage of the Swingline Loans then outstanding shall not be deemed to reduce such Lender’s Available Revolving Commitment during the period for which payment is made, payable quarterly in arrears on each Fee Payment Date; provided that (i) for purposes of calculating any fees owing in accordance with this Section 2.9(a), commencing on the Available Revolving Commitment for first such date to occur after the Swingline Lender shall exclude any outstanding Swingline Loans and Closing Date. (ii) the Swingline Lender shall not be entitled The Borrower agrees to any commitment fee with respect to its Swingline Commitment separate from that to which it is entitled with respect to its Available Revolving Commitment; provided, further, that (i) any commitment fee accrued with respect to any of the Revolving Commitments of a Defaulting Lender during the period prior pay to the time such Administrative Agent for the account of each Tranche B Term Lender became a Defaulting Lender and unpaid at such time shall not be payable by the 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 Borrower prior to such time and (ii) no commitment fee shall accrue on any of the Revolving Commitments of a Defaulting Lender so long as such Lender shall be other than a Defaulting Lender) a commitment fee for the period from and including the Closing Date to and including the last day of the Delayed Draw Availability Period, computed at the Delayed Draw Commitment Fee Rate on the average daily amount of the Available Delayed Draw Commitment of such Tranche B Term Lender, payable quarterly in arrears on each Fee Payment Date, commencing on the first such date to occur after the Closing Date. (biii) The Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates as set forth in the Fee Letter and to perform any fee agreements with the Administrative Agentother obligations contained therein.

Commitment Fees, etc. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee for the period from and including the Closing Date date hereof to the last day of Maturity Date (or, if earlier, the date the Revolving Commitment PeriodLoans shall have been paid in full and the Total Revolving Commitments shall have been reduced to zero or otherwise terminated), computed at the Applicable Commitment Fee Rate on the average daily amount of the Available Revolving Commitment of such Lender during the period for which payment is made, payable quarterly in arrears on each Fee quarterly Interest Payment Date; provided that Date specified in clause (ia)(i) for purposes of calculating any fees owing in accordance with this Section 2.9(athe definition thereof and on the Maturity Date (or, if earlier, the date the Revolving Loans shall have been paid in full and the Total Revolving Commitments shall have been reduced to zero or otherwise terminated), commencing on the Available Revolving Commitment for first of such dates to occur after the Swingline Lender shall exclude any outstanding Swingline Loans and (ii) the Swingline Lender shall not be entitled to any commitment fee with respect to its Swingline Commitment separate from that to which it is entitled with respect to its Available Revolving Commitment; provided, further, that (i) any commitment fee accrued with respect to any of the Revolving Commitments 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 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 Borrower prior to such time 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 Lenderdate hereof. (b) The Borrower agrees to pay to the Administrative Agent for account of the Lenders a letter of credit fee for the period from and including the Effective Date to the Letter of Credit Expiration Date (or, if earlier, the date the Letter of Credit Commitment shall be reduced to zero and the Letter of Credit Exposure shall have been reduced to zero, paid in full or otherwise terminated), computed at the Letter of Credit Fee Rate on the average daily amount of the Letter of Credit Exposure during the period for which payment is made, payable on each quarterly Interest Payment Date specified in clause (a)(i) in the definition thereof and on the Letter of Credit Expiration Date (or, if earlier, the date the Letter of Credit Commitment shall be reduced to zero and the Letter of Credit Exposure shall have been reduced to zero, paid in full or otherwise terminated), commencing on the first of such dates to occur after the Effective Date. In addition, the Borrower agrees to pay to the Letter of Credit Issuer for its own account (and not for the account of the Lenders) a letter of credit fronting fee for the period from and including the Effective Date to the Letter of Credit Expiration Date (or, if earlier, the date the Letter of Credit Commitment shall be reduced to zero and the Letter of Credit Exposure shall have been reduced to zero, paid in full or otherwise terminated), computed at the Letter of Credit Fronting Fee Rate on the average daily amount of the Letter of Credit Exposure during the period for which payment is made, payable on each quarterly Interest Payment Date specified in clause (a)(i) in the definition thereof and on the Letter of Credit Expiration Date (or, if earlier, the date the Letter of Credit Commitment shall be reduced to zero and the Letter of Credit Exposure shall have been reduced to zero, paid in full or otherwise terminated), commencing on the first of such dates to occur after the Effective Date. (c) The Borrower agrees to pay to CALYON New York Branch the fees in the amounts and on the dates as set forth specified in any fee agreements with the Administrative AgentFee Letter.

Commitment Fees, etc. (a) The Borrower agrees Borrowers agree to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee for the period from and including the Closing Date to the last day of the Revolving Commitment Period, computed at the Applicable Commitment Fee Rate on the average daily amount of the Available Revolving Commitment of such Lender during the period for which payment is made, payable quarterly in arrears on the last day of each Fee Payment Date; provided that (i) for purposes of calculating any fees owing in accordance with this Section 2.9(a)March, the Available Revolving Commitment for the Swingline Lender shall exclude any outstanding Swingline Loans June, September and (ii) the Swingline Lender shall not be entitled to any commitment fee with respect to its Swingline Commitment separate from that to which it is entitled with respect to its Available Revolving Commitment; provided, further, that (i) any commitment fee accrued with respect to any of December and on the Revolving Commitments 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 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 Borrower prior to such time and (ii) no commitment fee shall accrue Termination Date, commencing on any of the Revolving Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting LenderDecember 31, 2012. (b) The Borrower agrees Borrowers agree to pay to the Administrative Agent for the account of each Revolving Lender, a fee on the Amendment No. 6 Effective Date, and on each anniversary of the Amendment No. 6 Effective Date, in an amount equal to one half (1/2) of one percent (1%) of the Revolving Commitment of such Revolving Lender then in effect. (c) All of the fees described above in the amounts this Section shall be fully earned upon becoming due and on the dates as set forth payable in any fee agreements accordance with the Administrative Agentterms hereof and shall not be refundable for any reason whatsoever. (g) Paragraphs (a) and (b) of Section 2.12 of the Credit Agreement are hereby amended and restated in their entirety to read as follows: (i) Each Eurodollar Loan shall bear interest for each day during each Interest Period with respect thereto at a rate per annum equal to the Adjusted LIBO Rate determined for such day plus the Applicable Margin; provided, however, that the sum of such Adjusted LIBO Rate plus the Applicable Margin shall not at any time be less than a rate per annum equal to four percent (4.0%); and (ii) Each CBFR Loan shall bear interest at a rate per annum equal to the CBFR Floating Rate plus the Applicable Margin; provided, however, that the sum of such CBFR Floating Rate plus the Applicable Margin shall not at any time be less than a rate per annum equal to four percent (4.0%). (b) The Tranche A Term Loans shall bear interest at a rate per annum equal to five percent (5.0%).” (h) Section 2.21 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

Commitment Fees, etc. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender under each Revolving Credit Facility in accordance with its Pro Rata Share or other applicable share provided for under this Agreement, a commitment fee for the period from and including the Closing Date equal to the last day of the Revolving Commitment Period, computed at the Applicable applicable Commitment Fee Rate on times the average actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Revolving Credit Facility exceeds the sum of (A) the Available Outstanding Amount of Revolving Commitment Credit Loans (for the avoidance of doubt, excluding any Swing Line Loans) for such Lender during Revolving Credit Facility and (B) the period Outstanding Amount of L/C Obligations for which payment is made, payable quarterly in arrears on each Fee Payment Datesuch Revolving Credit Facility; provided that (i) for purposes of calculating any fees owing in accordance with this Section 2.9(a), the Available Revolving Commitment for the Swingline Lender shall exclude any outstanding Swingline Loans and (ii) the Swingline Lender shall not be entitled to any commitment fee with respect to its Swingline Commitment separate from that to which it is entitled with respect to its Available Revolving Commitment; provided, further, that (i) any commitment fee accrued with respect to any of the Revolving Commitments of a Defaulting Lender under such Revolving Credit Facility during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the 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 Borrower prior to such time time; and (ii) provided, further, that no commitment fee shall accrue on any of the Commitments under any Revolving Commitments Credit Facility of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the applicable Revolving Credit Facility, including at any time during which one or more of the conditions in Section 4.2 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each of March, June, September and December, commencing with the last Business Day of September 30, 2014, and on the Maturity Date for such Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears. (b) The Borrower agrees to pay (i) directly to the Issuing Bank, for its own account, the following fees: (A) a fronting fee equal to 0.125%, 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 (B) 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 charges and as in effect at the time of such issuance, amendment, transfer or payment, as the case may be and (ii) to the Administrative Agent for the ratable benefit of the Revolving Lenders, a fee (the “Letter of Credit Fee”) equal to the Applicable Margin set forth in the “Eurodollar Rate and Letter of Credit Fees” column of the chart in the definition of “Applicable Margin” per annum on the average daily maximum amount available to be drawn under each Letter of Credit from the date of issuance to the date of expiration, which Letter of Credit Fee shall be quarterly in arrears on the last Business Day of each calendar quarter. (c) All fees referred to in Section 2.7(a) and 2.7(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 the last Business Day of March, June, September and December of each year during the Revolving Credit Commitment Period, commencing on the first such date to occur after the Closing Date, and on the Revolving Credit Maturity Date. (d) The Borrower agrees to pay to the Administrative Agent (i) for the account of each Lender party to this Agreement as a Lender on the Closing Date, or with respect to the Initial Term Loans, to such Lender out of the proceeds of the Initial Term Loan made by such Lender on the Closing Date, as fee compensation for the funding of such Lender’s Initial Term Loan a closing fee in an amount equal to 2.00% of the stated principal amount of such Lender’s Initial Term Loan payable to such Lender from the proceeds of its Term Loan as and when funded on the Closing Date, (ii) for the account of each Lender with a First Amendment Incremental Term Loan Commitment on the First Amendment Effective Date, to such Lender out of the proceeds of the First Amendment Incremental Term Loan made by such Lender on the First Amendment Effective Date, as fee compensation for the funding of such Lender’s First Amendment Incremental Term Loan a closing fee in an amount equal to 2.00% of the stated principal amount of such Lender’s First Amendment Incremental Term Loan payable to such Lender from the proceeds of its First Amendment Incremental Term Loan as and when funded on the First Amendment Effective Date, (iii) for the account of each Lender with a Third Amendment Incremental Term Loan Commitment on the Third Amendment Effective Date, to such Lender out of the proceeds of the Third Amendment Incremental Term Loan made by such Lender on the Third Amendment Effective Date, as fee compensation for the funding of such Lender’s Third Amendment Incremental Term Loan a closing fee in an amount equal to 1.00% of the stated principal amount of such Lender’s Third Amendment Incremental Term Loan payable to such Lender from the proceeds of its Third Amendment Incremental Term Loan as and when funded on the Third Amendment Effective Date and, (iv) for the account of each Lender with an Incremental Revolving Credit Commitment with respect to the Third Amendment Incremental Revolver Increase on the Third Amendment Effective Date, to such Lender out of the proceeds of the Third Amendment Incremental Revolving Credit Loan made by such Lender on the Third Amendment Effective Date, as fee compensation for the funding of such Lender’s Third Amendment Incremental Revolving Credit Loan a closing fee in an amount equal to 1.00% of the stated principal amount of such Lender’s Third Amendment Incremental Revolving Credit Loan payable to such Lender from the proceeds of its Third Amendment Incremental Revolving Credit Loan as and when funded on the Third Amendment Effective Date and (v) for the account of each Lender with a Sixth Amendment Incremental Term Loan Commitment on the Sixth Amendment Effective Date, to such Lender out of the proceeds of the Sixth Amendment Incremental Term Loan made by such Lender on the Sixth Amendment Effective Date, as fee compensation for the funding of such Lender’s Sixth Amendment Incremental Term Loan a closing fee in an amount equal to 1.00% of the stated principal amount of such Lender’s Sixth Amendment Incremental Term Loan payable to such Lender from the proceeds of its Sixth Amendment Incremental Term Loan as and when funded on the Sixth Amendment Effective Date. Such closing fee will be in all respects fully earned, due and payable on (i) with respect to the Initial Term Loan, the Closing Date, (ii) with respect to the First Amendment Incremental Term Loan, the First Amendment Effective Date and, (iii) with respect to the Third Amendment Incremental Term Loan and the Third Amendment Incremental Revolver Increase, the Third Amendment Effective Date and (iv) with respect to the Sixth Amendment Incremental Term Loan, the Sixth Amendment Effective Date, and in each case will be non-refundable and non-creditable thereafter. (e) The Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates as set forth from time to time agreed to in any fee agreements with writing by the Borrower and the Administrative Agent.

Commitment Fees, etc. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee fee, in Dollars, for the period from and including the Closing Date date on which the Revolving Commitments are established to the last day of the Revolving Commitment PeriodPeriod (or, if earlier, the termination of all Revolving Commitments), computed at the Applicable Commitment Fee Rate on the average actual daily amount of the Available Revolving Commitment (provided, that, for purposes of this calculation, the Swingline Exposure shall not constitute a Revolving Extension of Credit) of such Revolving Lender during the period for which payment is made, payable quarterly in arrears on each Fee Payment Date; provided that (i) for purposes of calculating any fees owing in accordance with this Section 2.9(a), the Available Revolving Commitment for the Swingline Lender shall exclude any outstanding Swingline Loans and (ii) the Swingline Lender shall not be entitled to any commitment fee with respect to its Swingline Commitment separate from that to which it is entitled with respect to its Available Revolving Commitment; provided, further, that (iA) any commitment fee accrued with respect to any of the Revolving Commitments 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 Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due #93138577v21 US-DOCS\115367111.15 LEGAL_US_E # 147442669.29 and payable by the Borrower prior to such time and (iiB) 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. (b) The Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates as set forth in any fee agreements with the Administrative Agent.

Commitment Fees, etc. (a) The Borrower agrees agree to pay to the Administrative Agent for the account of each Revolving Credit Lender under each Revolving Credit Facility in accordance with its Pro Rata Share or other applicable share provided for under this Agreement, a commitment fee for the period from and including the Closing Date equal to the last day of the Revolving Commitment Period, computed at the Applicable applicable Commitment Fee Rate on times the average actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Revolving Credit Facility exceeds the sum of (A) the Available Outstanding Amount of Revolving Commitment Credit Loans (for the avoidance of doubt, excluding any Swing Line Loans) for such Lender during Revolving Credit Facility and (B) the period Outstanding Amount of L/C Obligations for which payment is made, payable quarterly in arrears on each Fee Payment Datesuch Revolving Credit Facility; provided that (i) for purposes of calculating any fees owing in accordance with this Section 2.9(a), the Available Revolving Commitment for the Swingline Lender shall exclude any outstanding Swingline Loans and (ii) the Swingline Lender shall not be entitled to any commitment fee with respect to its Swingline Commitment separate from that to which it is entitled with respect to its Available Revolving Commitment; provided, further, that (i) any commitment fee accrued with respect to any of the Revolving Commitments of a Defaulting Lender under such Revolving Credit Facility during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the 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 Borrower prior to such time time; and (ii) provided, further, that no commitment fee shall accrue on any of the Commitments under any Revolving Commitments Credit Facility of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the applicable Revolving Credit Facility, including at any time during which one or more of the conditions in Section 4.2 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each of March, June, September and December, commencing with the last Business Day of September 30, 2014, and on the Maturity Date for such Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears. (b) The Borrower agrees to pay (i) directly to the Issuing Bank, for its own account, the following fees: (A) a fronting fee equal to 0.125%, 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 (B) 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 charges and as in effect at the time of such issuance, amendment, transfer or payment, as the case may and (ii) to the Administrative Agent for the ratable benefit of the Revolving Lenders, a fee (the “Letter of Credit Fee”) equal to the Applicable Margin set forth in the “Eurodollar Rate and Letter of Credit Fees” column of the chart in the definition of “Applicable Margin” per annum on the average daily maximum amount available to be drawn under each Letter of Credit from the date of issuance to the date of expiration, which Letter of Credit Fee shall be quarterly in arrears on the last Business Day of each calendar quarter. (c) All fees referred to in Section 2.7(a) and 2.7(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 the last Business Day of March, June, September and December of each year during the Revolving Credit Commitment Period, commencing on the first such date to occur after the Closing Date, and on the Revolving Credit Maturity Date. (d) The Borrower agrees to pay to the Administrative Agent, (i) for the account of each Lender party to this Agreement as a Lender on the Closing Date, or with respect to the Initial Term Loans, to such Lender out of the proceeds of the Initial Term Loan made by such Lender on the Closing Date, as fee compensation for the funding of such Lender’s Initial Term Loan a closing fee in an amount equal to 2.00% of the stated principal amount of such Lender’s Initial Term Loan payable to such Lender from the proceeds of its Term Loan as and when funded on the Closing Date. and (ii) for the account of each Lender with a First Amendment Incremental Term Loan Commitment on the First Amendment Effective Date, to such Lender out of the proceeds of the First Amendment Incremental Term Loan made by such Lender on the First Amendment Effective Date, as fee compensation for the funding of such Lender’s First Amendment Incremental Term Loan a closing fee in an amount equal to [2.00]% of the stated principal amount of such Lender’s First Amendment Incremental Term Loan payable to such Lender from the proceeds of its First Amendment Incremental Term Loan as and when funded on the First Amendment Effective Date. Such closing fee will be in all respects fully earned, due and payable on (i) with respect to the Initial Term Loan, the Closing Date and (ii) with respect to the First Amendment Incremental Term Loan, the First Amendment Effective Date, and in each case will be non-refundable and non-creditable thereafter. (e) The Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates as set forth from time to time agreed to in any fee agreements with writing by the Borrower and the Administrative Agent.

Commitment Fees, etc. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee fee, in Dollars, for the period from and including the Closing Date date on which the Revolving Commitments are established to the last day of the Revolving Commitment PeriodPeriod (or, if earlier, the termination of all Revolving Commitments), computed at the Applicable Commitment Fee Rate on the average actual daily amount of the Available Revolving Commitment (provided, that, for purposes of this calculation, the Swingline Exposure shall not constitute a Revolving Extension of Credit) of such Revolving Lender during the period for which payment is made, payable quarterly in arrears on each Fee Payment Date; provided that (i) for purposes of calculating any fees owing in accordance with this Section 2.9(a), the Available Revolving Commitment for the Swingline Lender shall exclude any outstanding Swingline Loans and (ii) the Swingline Lender shall not be entitled to any commitment fee with respect to its Swingline Commitment separate from that to which it is entitled with respect to its Available Revolving Commitment; provided, further, that (iA) any commitment fee accrued with respect to any of the Revolving Commitments 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 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 Borrower prior to such time and (iiB) 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. (b) The Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates as set forth in any fee agreements with the Administrative Agent.

Commitment Fees, etc. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee for the period from and including the Closing Date date hereof to the last day of the Revolving Commitment Period, computed at the Applicable Commitment Fee Rate on the average daily amount of the Available Revolving Commitment of such Lender during the period for which payment is made, payable quarterly in arrears on each Fee Payment Date; provided that (i) for purposes of calculating any fees owing in accordance with this Section 2.9(a), commencing on the Available Revolving Commitment for first such date to occur after the Swingline Lender shall exclude any outstanding Swingline Loans and (ii) the Swingline Lender shall not be entitled to any commitment fee with respect to its Swingline Commitment separate from that to which it is entitled with respect to its Available Revolving Commitment; provided, further, that (i) any commitment fee accrued with respect to any of the Revolving Commitments 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 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 Borrower prior to such time 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 Lenderdate hereof. (b) The Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates as set forth previously agreed to in any fee agreements with writing by the Borrower and the Administrative Agent. (c) The Borrower will pay a fee on all outstanding Letters of Credit at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar Loans under the Revolving Facility, shared ratably among the Revolving Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date. In addition, the Borrower shall pay to the Issuing Lender for its own account a fronting fee of 0.125% per annum on the undrawn and unexpired amount of each Letter of Credit, payable quarterly in arrears on each Fee Payment Date after the issuance date. (d) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for such normal and customary costs and expenses (including issuance fees) as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit. (e) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing Lender, in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Commitment Fees, etc. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender a commitment fee for each day during the period from and including the Closing Date to but excluding the last day of the Revolving Credit Commitment Period, computed at the Applicable Commitment Fee Rate for such day on the average daily amount of the Available Revolving Credit Commitment of such Lender during Lender. The commitment fee computed pursuant to this Section 2.6(a) shall be computed as of the period for which payment is madeclose of business on such day, and shall be payable quarterly in arrears on the last day of each Fee Payment March, June, September and December and on the Revolving Credit Termination Date; provided that , commencing on the first of such dates to occur after the date hereof. For purposes of computing the commitment fee payable to any Lender pursuant to this Section 2.6(a) only and not for any other purpose, (i) for purposes the Available Revolving Credit Commitment of calculating any fees owing each Lender shall be computed without including in accordance such computation such Lender’s Revolving Credit Percentage of the Swing Line Extensions of Credit then outstanding and (ii) notwithstanding clause (i), with this Section 2.9(a)respect to the computation of the commitment fee payable to the Lender that is also the Swing Line Lender only, the Available Revolving Credit Commitment for the Swingline Lender shall exclude any outstanding Swingline Loans and (ii) the Swingline Lender shall not be entitled to any commitment fee with respect to its Swingline Commitment separate from that to which it is entitled with respect to its Available Revolving Commitment; provided, further, that (i) any commitment fee accrued with respect to any of the Revolving Commitments 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 Borrower so long as such Lender shall be a Defaulting Lender except to the extent that computed by including in place of such commitment fee shall otherwise have been due and payable by the Borrower prior to such time and (ii) no commitment fee shall accrue on any Lender’s Revolving Credit Percentage of the Revolving Commitments Swing Line Extensions of a Defaulting Lender so long as such Lender shall be a Defaulting LenderCredit then outstanding the aggregate principal amount of the Swing Loans then outstanding. (b) The Borrower agrees to pay to the Administrative Agent Agents the fees in the amounts and on the dates as set forth previously agreed to in any fee agreements with writing by the Borrower, the Agents and the Arrangers. (c) The Borrower agrees to pay to the Administrative Agent the agency fees in the amounts and on the dates from time to time agreed to in writing by the Borrower and the Administrative Agent.

Commitment Fees, etc. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender a commitment fee (the “Revolving Commitment Fee”) for the period from and including the Closing Amended and Restated Effective Date to the last day of the Revolving Credit Commitment Period, computed at the Applicable Revolving Commitment Fee Rate on the average daily amount of the Available Revolving Credit Commitment of such Lender during the period for which payment is made, payable quarterly in arrears on the last day of each Fee Payment March, June, September and December and on the Revolving Credit Termination Date; provided that (i) for purposes , commencing on the first of calculating any fees owing in accordance with this Section 2.9(a), such dates to occur after the Available Revolving Commitment for the Swingline Lender shall exclude any outstanding Swingline Loans and (ii) the Swingline Lender shall not be entitled to any commitment fee with respect to its Swingline Commitment separate from that to which it is entitled with respect to its Available Revolving Commitmentdate hereof; provided, furtherhowever, that (i) any commitment fee Revolving Commitment Fee accrued with respect to any of the Revolving Credit Commitments 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 Borrower so long as such Lender shall be a Defaulting Lender Lender, except to the extent that such commitment fee Revolving Commitment Fee shall otherwise have been due and payable by the Borrower prior to such time time; and (ii) provided, further, that no commitment fee such Revolving Commitment Fee shall accrue on any of the Revolving Credit Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. (b) The Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates as set forth in any fee agreements with the Administrative Agent.

Commitment Fees, etc. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee fee, in Dollars, for the period from and including the Closing Date to the last day of the Revolving Commitment Period, computed at the Applicable Commitment Fee Rate on the average actual daily amount of the Available Revolving Commitment of such Lender during the period for which payment is made, payable quarterly in arrears on each Fee Payment Date; provided that (i) for purposes of calculating any fees owing in accordance with this Section 2.9(a), the Available Revolving Commitment for the Swingline Lender shall exclude any outstanding Swingline Loans and (ii) the Swingline Lender shall not be entitled to any commitment fee with respect to its Swingline Commitment separate from that to which it is entitled with respect to its Available Revolving Commitment; provided, further, that (i) any commitment fee accrued with respect to any of the Revolving Commitments 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 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 Borrower prior to such time 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. (b) The Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates as set forth in any fee agreements with the Administrative Agent. 57 [[6103614]] (c) The Borrower agrees to pay the Administrative Agent for the account of each 2018 Delayed Draw Tranche A Term Lender a commitment fee, in Dollars, for the period from and including the Sixth Amendment Effective Date to the last day of the 2018 Delayed Draw Tranche A Term Loan Availability Period, computed at the Applicable Commitment Fee Rate on the actual daily amount of unused 2018 Delayed Draw Tranche A Term Commitments of such Lender during the period for which payment is made, payable quarterly in arrears on each Fee Payment Date; provided that (i) any commitment fee accrued with respect to any of the 2018 Delayed Draw Tranche A Term Commitments 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 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 Borrower prior to such time and (ii) no commitment fee shall accrue on any of the 2018 Delayed Draw Tranche A Term Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Each payment by the Borrower under this Section 2.9(c) shall be applied to the 2018 Delayed Draw Tranche A Term Lenders on a pro rata basis according to the 2018 Delayed Draw Tranche A Commitment Percentages.

Commitment Fees, etc. (a) The Borrower agrees agreeagrees to pay to the Administrative Agent for the account of each Revolving Credit Lender under each Revolving Credit Facility in accordance with its Pro Rata Share or other applicable share provided for under this Agreement, a commitment fee for the period from and including the Closing Date equal to the last day of the Revolving Commitment Period, computed at the Applicable applicable Commitment Fee Rate on times the average actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Revolving Credit Facility exceeds the sum of (A) the Available Outstanding Amount of Revolving Commitment Credit Loans (for the avoidance of doubt, excluding any Swing Line Loans) for such Lender during Revolving Credit Facility and (B) the period Outstanding Amount of L/C Obligations for which payment is made, payable quarterly in arrears on each Fee Payment Datesuch Revolving Credit Facility; provided that (i) for purposes of calculating any fees owing in accordance with this Section 2.9(a), the Available Revolving Commitment for the Swingline Lender shall exclude any outstanding Swingline Loans and (ii) the Swingline Lender shall not be entitled to any commitment fee with respect to its Swingline Commitment separate from that to which it is entitled with respect to its Available Revolving Commitment; provided, further, that (i) any commitment fee accrued with respect to any of the Revolving Commitments of a Defaulting Lender under such Revolving Credit Facility during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the 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 Borrower prior to such time time; and (ii) provided, further, that no commitment fee shall accrue on any of the Commitments under any Revolving Commitments Credit Facility of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the applicable Revolving Credit Facility, including at any time during which one or more of the conditions in Section 4.2 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each of March, June, September and December, commencing with the last Business Day of September 30, 2014, and on the Maturity Date for such Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears. (b) The Borrower agrees to pay (i) directly to the Issuing Bank, for its own account, the following fees: (A) a fronting fee equal to 0.125%, 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 (B) 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 charges and as in effect at the time of such issuance, amendment, transfer or payment, as the case may and (ii) to the Administrative Agent for the ratable benefit of the Revolving Lenders, a fee (the “Letter of Credit Fee”) equal to the Applicable Margin set forth in the “Eurodollar Rate and Letter of Credit Fees” column of the chart in the definition of “Applicable Margin” per annum on the average daily maximum amount available to be drawn under each Letter of Credit from the date of issuance to the date of expiration, which Letter of Credit Fee shall be quarterly in arrears on the last Business Day of each calendar quarter. (c) All fees referred to in Section 2.7(a) and 2.7(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 the last Business Day of March, June, September and December of each year during the Revolving Credit Commitment Period, commencing on the first such date to occur after the Closing Date, and on the Revolving Credit Maturity Date. (d) The Borrower agrees to pay to the Administrative Agent (i) for the account of each Lender party to this Agreement as a Lender on the Closing Date, or with respect to the Initial Term Loans, to such Lender out of the proceeds of the Initial Term Loan made by such Lender on the Closing Date, as fee compensation for the funding of such Lender’s Initial Term Loan a closing fee in an amount equal to 2.00% of the stated principal amount of such Lender’s Initial Term Loan payable to such Lender from the proceeds of its Term Loan as and when funded on the Closing Date and, (ii) for the account of each Lender with a First Amendment Incremental Term Loan Commitment on the First Amendment Effective Date, to such Lender out of the proceeds of the First Amendment Incremental Term Loan made by such Lender on the First Amendment Effective Date, as fee compensation for the funding of such Lender’s First Amendment Incremental Term Loan a closing fee in an amount equal to [2.00]% of the stated principal amount of such Lender’s First Amendment Incremental Term Loan payable to such Lender from the proceeds of its First Amendment Incremental Term Loan as and when funded on the First Amendment Effective Date, (iii) for the account of each Lender with a Third Amendment Incremental Term Loan Commitment on the Third Amendment Effective Date, to such Lender out of the proceeds of the Third Amendment Incremental Term Loan made by such Lender on the Third Amendment Effective Date, as fee compensation for the funding of such Lender’s Third Amendment Incremental Term Loan a closing fee in an amount equal to 1.00% of the stated principal amount of such Lender’s Third Amendment Incremental Term Loan payable to such Lender from the proceeds of its Third Amendment Incremental Term Loan as and when funded on the Third Amendment Effective Date and (iv) for the account of each Lender with an Incremental Revolving Credit Commitment with respect to the Third Amendment Incremental Revolver Increase on the Third Amendment Effective Date, to such Lender out of the proceeds of the Third Amendment Incremental Revolving Credit Loan made by such Lender on the Third Amendment Effective Date, as fee compensation for the funding of such Lender’s Third Amendment Incremental Revolving Credit Loan a closing fee in an amount equal to 1.00% of the stated principal amount of such Lender’s Third Amendment Incremental Revolving Credit Loan payable to such Lender from the proceeds of its Third Amendment Incremental Revolving Credit Loan as and when funded on the Third Amendment Effective Date. Such closing fee will be in all respects fully earned, due and payable on (i) with respect to the Initial Term Loan, the Closing Date and, (ii) with respect to the First Amendment Incremental Term Loan, the First Amendment Effective Date and (iii) with respect to the Third Amendment Incremental Term Loan and the Third Amendment Incremental Revolver Increase, the Third Amendment Effective Date, and in each case will be non-refundable and non-creditable thereafter. (e) The Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates as set forth from time to time agreed to in any fee agreements with writing by the Borrower and the Administrative Agent.

Commitment Fees, etc. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee (the “Commitment Fee”), in Dollars, for the period from and including the Closing Date to the last day of the Revolving Commitment PeriodPeriod (or, if earlier, the termination of all Revolving Commitments), computed at the Applicable Commitment Fee Rate on the average actual daily amount of the Available Revolving Commitment (provided, that, for purposes of this calculation, the Swingline Exposure shall not constitute a Revolving Extension of Credit) of such Revolving Lender during the period for which payment is made, payable quarterly in arrears on the later of (x) each Fee Payment Date; provided that (i) for purposes of calculating any fees owing in accordance with this Section 2.9(a), the Available Revolving Commitment for the Swingline Lender shall exclude any outstanding Swingline Loans Date and (iiy) the Swingline Lender shall not be entitled to any date that is two Business Days after the Borrower’s receipt from the Administrative Agent of documentation supporting the calculation of such commitment fee with respect to its Swingline Commitment separate from that to which it is entitled with respect to its Available Revolving Commitmentfee; provided, further, that (iA) any commitment fee accrued with respect to any of the Revolving Commitments 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 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 Borrower prior to such time and (iiB) 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. (b) The Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates as set forth in any fee agreements with the Administrative Agent.

Commitment Fees, etc. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit 1 Lender a commitment fee (the “Revolving 1 Commitment Fee”) for the period from and including the Closing Fourth Amendment Effective Date to the last day of the Revolving Credit 1 Commitment Period, computed at the Applicable Revolving 1 Commitment Fee Rate on the average daily amount of the Available Revolving Credit 1 Commitment of such Lender during the period for which payment is made, payable quarterly in arrears on the last day of each Fee Payment March, June, September and December and on the Revolving Credit 1 Termination Date; provided that (i) for purposes , commencing on the first of calculating any fees owing in accordance with this Section 2.9(a), such dates to occur on or after the Available Revolving Commitment for the Swingline Lender shall exclude any outstanding Swingline Loans and (ii) the Swingline Lender shall not be entitled to any commitment fee with respect to its Swingline Commitment separate from that to which it is entitled with respect to its Available Revolving CommitmentFourth Amendment Effective Date; provided, furtherhowever, that (i) any commitment fee Revolving 1 Commitment Fee accrued with respect to any of the Revolving Credit 1 Commitments 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 Borrower so long as such Lender shall be a Defaulting Lender Lender, except to the extent that such commitment fee Revolving 1 Commitment Fee shall otherwise have been due and payable by the Borrower prior to such time time; and (ii) provided, further, that no commitment fee such Revolving 1 Commitment Fee shall accrue on any of the Revolving Credit 1 Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. (b) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit 2 Lender a commitment fee (the “Revolving 2 Commitment Fee”) for the period from and including the Fourth Amendment Effective Date to the last day of the Revolving Credit 2 Commitment Period, computed at the Revolving 2 Commitment Fee Rate on the average daily amount of the Available Revolving Credit 2 Commitment of such Lender during the period for which payment is made, payable quarterly in arrears on the last day of each March, June, September and December and on the Revolving Credit 2 Termination Date, commencing on the first of such dates to occur on or after the Fourth Amendment Effective Date; provided, however, that any Revolving 2 Commitment Fee accrued with respect to any of the Revolving Credit 2 Commitments 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 Borrower so long as such Lender shall be a Defaulting Lender, except to the extent that such Revolving 2 Commitment Fee shall otherwise have been due and payable by the Borrower prior to such time; and provided, further, that no such Revolving 2 Commitment Fee shall accrue on any of the Revolving Credit 2 Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. (c) The Borrower agrees to pay to the Arrangers, the Managers and the Agents the fees in the amounts and on the dates as set forth previously agreed to in any fee agreements with writing by the Borrower, the Arrangers, the Managers and the Agents including, without limitation, pursuant to the Facility Fee Letter. (d) The Borrower agrees to pay to the Administrative AgentAgent the fees in the amounts and on the dates from time to time agreed to in writing by the Borrower and the Administrative Agent including, without limitation, pursuant to the Administrative Agent Fee Letter.

Commitment Fees, etc. (a) The As compensation for the Revolving Commitment, the US Borrower agrees to shall pay to the Administrative Agent for the account benefit of Revolving Lenders, in arrears, from and after the Effective Date on the first Business Day of each calendar quarter prior to the earlier of the Termination Date and any date when the Revolving Lender Commitment has been terminated pursuant to Section 2.9(a) and on the Termination Date (or such earlier termination date), a commitment fee for the period from and including the Closing Date US Borrower’s non-use of available funds in an amount equal to the last Commitment Fee Rate per annum (calculated on the basis of a 360 day year for actual days elapsed) multiplied by the difference between (x) the Revolving Commitment (as it may be reduced from time to time) and (y) the average for the period of the daily closing balance of the Revolving Commitment Period, computed at Loan outstanding (excluding the Applicable Commitment Fee Rate on sum of the average daily aggregate undrawn amount of all outstanding Letters of Credit at such time plus the Available aggregate amount of all L/C Disbursements that have not yet been reimbursed or converted into Revolving Commitment of such Lender Loans) during the period for which payment such fee is made, payable quarterly in arrears on each Fee Payment Date; provided that (i) for purposes of calculating any fees owing in accordance with this Section 2.9(a), the Available Revolving Commitment for the Swingline Lender shall exclude any outstanding Swingline Loans and (ii) the Swingline Lender shall not be entitled to any commitment fee with respect to its Swingline Commitment separate from that to which it is entitled with respect to its Available Revolving Commitment; provided, further, that (i) any commitment fee accrued with respect to any of the Revolving Commitments 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 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 Borrower prior to such time 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 Lenderdue. (b) As compensation for the Term Commitment, the Borrowers shall pay the Administrative Agent for the benefit of Term Lenders, in arrears, from and after the Effective Date on the first Business Day of each calendar quarter prior to the earliest of (a) September 30, 2009, (b) the Closing Date or (c) the date of the termination of the Term Commitment pursuant to Section 2.9(b), and on September 30, 2009, the Closing Date or such earlier termination date, a fee for each Borrower’s non-use of available funds in an amount equal to the Commitment Fee Rate per annum (calculated on the basis of a 360 day year for actual days elapsed) multiplied by the Term Commitment. (c) The US Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates as set forth in any fee agreements the Fee Letter with the Administrative AgentAgent and to perform any other obligations contained therein, it being understood that each of the “upfront fee” and the “administrative agent fee” described therein shall be due and payable on the Effective Date.

Commitment Fees, etc. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee for the period from and including the Original Closing Date to the last day of the Revolving Commitment Period, computed at the Applicable Commitment Fee Rate on the average daily amount of the Available Revolving Commitment of such Lender during the period for which payment is made, payable quarterly in arrears on each Fee Payment Date; provided that (i) for purposes of calculating any fees owing in accordance with this Section 2.9(a), commencing on the Available Revolving Commitment for first such date to occur after the Swingline Lender shall exclude any outstanding Swingline Loans and (ii) the Swingline Lender shall not be entitled to any commitment fee with respect to its Swingline Commitment separate from that to which it is entitled with respect to its Available Revolving Commitment; provided, further, that (i) any commitment fee accrued with respect to any of the Revolving Commitments 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 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 Borrower prior to such time 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 LenderOriginal Closing Date. (b) The Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates as set forth previously agreed to in any fee agreements with writing by the Borrower and the Administrative Agent. (c) The Borrower will pay a fee on all outstanding Letters of Credit at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar Loans under the Revolving Facility, shared ratably among the Revolving Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date. In addition, the Borrower shall pay to the Issuing Lender for its own account a fronting fee of 0.125% per annum on the undrawn and unexpired amount of each Letter of Credit, payable quarterly in arrears on each Fee Payment Date after the issuance date. (d) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for such normal and customary costs and expenses (including issuance fees) as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit. (e) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing Lender, in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Commitment Fees, etc. (a) The Borrower agrees to pay to the Revolving Facility Administrative Agent for the account of each Revolving Lender a commitment fee for the period from and including the Closing Date to the last day of the Revolving Commitment Period, computed at the Applicable Commitment Fee Rate on the average daily amount of the Available Revolving Commitment Commitment, as applicable, of such Lender during the period for which payment is made, payable quarterly in arrears on each Fee Payment Date; provided that (i) for purposes of calculating any fees owing in accordance with this Section 2.9(a), commencing on the Available Revolving Commitment first such date to occur after the Closing Date and on the Maturity Date for the Swingline Lender shall exclude any outstanding Swingline Loans and (ii) the Swingline Lender shall not be entitled to any commitment fee with respect to its Swingline Commitment separate from that to which it is entitled with respect to its Available Revolving Commitment; provided, further, that (i) any commitment fee accrued with respect to any of the Revolving Commitments 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 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 Borrower prior to such time 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 LenderFacility. (b) The Borrower agrees to pay to the applicable Administrative Agent the fees in the amounts and on the dates as set forth previously agreed to in any fee agreements with writing by the Borrower and the applicable Administrative Agent. (c) The Borrower will pay to the Revolving Facility Administrative Agent for the account of each Revolving Lender in accordance with its Revolving Percentage, a fee for each Letter of Credit with respect to which it is a Revolving Lender equal to the product of (i) the daily maximum amount then available to be drawn on such Letters of Credit and (ii) a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar Loans under the Revolving Facility, payable quarterly in arrears on each Fee Payment Date after the issuance date. In addition, the Borrower shall pay to each Issuing Lender for its own account a fronting fee of 0.125% per annum (or such other amount as may have been agreed between the Borrower and such Issuing Lender) on the undrawn and unexpired amount of each Letter of Credit, payable quarterly in arrears on each Fee Payment Date after the issuance date. (d) In addition to the foregoing fees, the Borrower shall pay or reimburse each Issuing Lender for such normal and customary costs and expenses (including issuance fees) as are incurred or charged by such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit. (e) The Borrower agrees to pay on the Closing Date (x) to each Term B Loan Lender party to this Agreement on the Closing Date, as fee compensation for the funding of such Term B Loan Lender’s Term B Loan, a funding fee in an amount equal to 0.50% of the stated principal amount of such Term B Loan Lender’s Term B Loan funded on the Closing Date and (y) to each Revolving Lender party to this Agreement on the Closing Date, as compensation for the Revolving Commitment of such Revolving Lender, a fee in the amount agreed between such Revolving Lender and the Borrower. (f) All fees payable hereunder (subject to Section 2.26) shall be paid on the dates due, in immediately available funds, to the applicable Administrative Agent (or to the Issuing Lender, in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Commitment Fees, etc. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee for the period from and including the Closing Fourth Amendment Effective Date to the last day of the Revolving Commitment Period, computed at the Applicable Commitment Fee Rate on the average daily amount of the Available Revolving Commitment of such Lender during the period for which payment is made, payable quarterly in arrears on each Fee Payment Date; provided that (i) for purposes of calculating any fees owing in accordance with this Section 2.9(a), the Available Revolving Commitment for the Swingline Lender shall exclude any outstanding Swingline Loans and (ii) the Swingline Lender shall not be entitled to any commitment fee with respect to its Swingline Commitment separate from that to which it is entitled with respect to its Available Revolving Commitment; provided, further, that (i) any commitment fee accrued with respect to any of the Available Revolving Commitments 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 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 Borrower prior to such time and (ii) no commitment fee shall accrue on any of the Available Revolving Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. (b) The Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates as set forth in any fee agreements with the Administrative Agent.

Commitment Fees, etc. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Revolving Percentage a commitment fee (the “Commitment Fee”) for the period from and including the Closing Date date hereof to the last day of the Revolving Commitment Period, computed at the Applicable Commitment Fee Rate on the average actual daily amount by which the Revolving Commitments exceed the sum of (i) the Outstanding Amount of Revolving Loans on such date and (ii) the Outstanding Amount of L/C Obligations on such date, subject to adjustment as provided in Section 2.22. For the avoidance of doubt, the Outstanding Amount of Swingline Loans shall not be counted towards or considered usage of the Available Aggregate Commitments. The Commitment Fee shall accrue at all times during the Revolving Commitment Period, including at any time during which one or more of such Lender during the period for which payment conditions in Section 5 is madenot met, and shall be due and payable quarterly in arrears on the last Business Day of each Fee Payment March, June, September and December and on the Revolving Termination Date; provided that (i) for purposes of calculating any fees owing in accordance , commencing with this Section 2.9(a)the first such date to occur after the Closing Date, and on the Available Revolving Commitment for the Swingline Lender shall exclude any outstanding Swingline Loans and (ii) the Swingline Lender shall not be entitled to any commitment fee with respect to its Swingline Commitment separate from that to which it is entitled with respect to its Available Revolving Commitment; provided, further, that (i) any commitment fee accrued with respect to any last day of the Revolving Commitments of a Defaulting Lender Commitment Period. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the period prior to the time such Lender became a Defaulting Lender actual daily amount shall be computed and unpaid at such time shall not be payable multiplied by the Borrower so long as Applicable Rate separately for each period during such Lender shall be a Defaulting Lender except to the extent quarter that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time 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 LenderApplicable Rate was in effect. (b) The Borrower agrees to pay to the Joint Lead Arrangers and the Administrative Agent the fees in the amounts and on the dates as set forth specified in the Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for any fee agreements with the Administrative Agentreason whatsoever.

Commitment Fees, etc. (a) The Subject to Section 2.21, the Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee for the period from and including the Closing Initial Amendment Date to the last day of the Revolving Credit Commitment Period, computed at the Applicable Commitment Fee Rate on the average daily amount of the Available Revolving Credit Commitment of such Lender during the period for which payment is made, payable quarterly in arrears on the last day of each Fee Payment Date; provided that (i) for purposes of calculating any fees owing in accordance with this Section 2.9(a)March, the Available Revolving Commitment for the Swingline Lender shall exclude any outstanding Swingline Loans June, September, December and (ii) the Swingline Lender shall not be entitled to any commitment fee with respect to its Swingline Commitment separate from that to which it is entitled with respect to its Available Revolving Commitment; provided, further, that (i) any commitment fee accrued with respect to any of on the Revolving Commitments Credit Termination Date, commencing on the first of a Defaulting Lender during such dates to occur after the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the 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 Borrower prior to such time 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 LenderInitial Amendment Date. (b) To the extent there are any Incremental Tranche B-1 Term Loan Commitments still in effect on the date that is 45 calendar days after the Second Amendment and Restatement Effective Date (the “Ticking Fee Date”), the Borrower agrees to pay to the Administrative Agent on behalf of each Lender with an Incremental Tranche B-1 Term Loan Commitment for the period from the Ticking Fee Date to but excluding the Outside Date, a ticking fee of 1.25% per annum, based on the aggregate daily amount of the unused Incremental Tranche B-1 Term Loan Commitments of each Incremental Tranche B-1 Term Lender during such period, such ticking fees to be earned and payable on the date the Incremental Tranche B-1 Term Loan Commitments terminate in their entirety or otherwise reduced to zero. (c) The Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates as set forth from time to time agreed to in any fee agreements with writing by the Borrower and the Administrative Agent.

Commitment Fees, etc. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender (other than a Defaulting Lender) a commitment fee for the period from and including the Closing Date to but excluding the last day of the Revolving Commitment Period, computed at the Applicable Commitment Fee Rate on the average daily amount of the Available Revolving Commitment of such Lender Lender; provided, however, solely for purposes of this calculation, an amount equal to such Lender’s Revolving Percentage of the Swingline Loans then outstanding shall not be deemed to reduce such Lender’s Available Revolving Commitment during the period for which payment is made, payable quarterly in arrears on each Fee Payment Date; provided that (i) for purposes of calculating any fees owing in accordance with this Section 2.9(a), commencing on the Available Revolving Commitment for first such date to occur after the Swingline Lender shall exclude any outstanding Swingline Loans and (ii) the Swingline Lender shall not be entitled to any commitment fee with respect to its Swingline Commitment separate from that to which it is entitled with respect to its Available Revolving Commitment; provided, further, that (i) any commitment fee accrued with respect to any of the Revolving Commitments 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 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 Borrower prior to such time 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 LenderClosing Date. (b) The Borrower agrees to pay to the Administrative Agent for the account of each Tranche B Term Lender (other than a Defaulting Lender) a commitment fee for the period from and including the Closing Date to and including the last day of the Delayed Draw Availability Period, computed at the Delayed Draw Commitment Fee Rate on the average daily amount of the Available Delayed Draw Commitment of such Tranche B Term Lender, payable quarterly in arrears on each Fee Payment Date, commencing on the first such date to occur after the Closing Date. (c) The Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates as set forth in the Fee Letter and to perform any fee agreements with the Administrative Agentother obligations contained therein.

Commitment Fees, etc. (a) The Parent Borrower agrees to pay in Dollars to the Administrative Agent for the account of each Revolving Lender a commitment fee for the period from and including the Closing Fourth Restatement Effective Date to the last day of the Revolving Commitment Period, computed at the Applicable Commitment Fee Rate on the average daily amount of the Available Revolving Commitment of such Lender during the period for which payment is made, payable quarterly in arrears on each Fee Payment Date; provided that (i) for purposes of calculating any fees owing in accordance with this Section 2.9(a), commencing on the Available Revolving Commitment for first such date to occur after the Swingline Lender shall exclude any outstanding Swingline Loans and (ii) the Swingline Lender shall not be entitled to any commitment fee with respect to its Swingline Commitment separate from that to which it is entitled with respect to its Available Revolving Commitment; provided, further, that (i) any commitment fee accrued with respect to any of the Revolving Commitments 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 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 Borrower prior to such time 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 LenderFourth Restatement Effective Date. (b) [Reserved]. (c) [Reserved]. (d) The Borrower Parent Xxxxxxxx agrees to pay to the Administrative Agent the fees in the amounts and on the dates as set forth in any fee agreements with the Administrative AgentAgent and to perform any other obligations contained therein. (e) Each of the parties hereto acknowledges and agrees that, if there are any Mortgaged Properties, any increase, extension or renewal of any of the Commitments or Loans (including the provision of Incremental Term Loans, Incremental Revolving Commitments or any other incremental credit facilities hereunder, but excluding (i) any continuation or conversion of borrowings, (ii) the making of any Revolving Loans or (iii) the issuance, renewal or extension of Letters of Credit) shall be subject to (and conditioned upon): (1) the prior delivery of all flood hazard determination certifications, acknowledgements and evidence of flood insurance and other flood-related documentation with respect to such Mortgaged Properties as required by Flood Insurance Laws and as otherwise reasonably required by the Administrative Agent and (2) the Administrative Agent shall have received written confirmation from the Flood Designated Lender that flood insurance due diligence and flood insurance compliance has been completed by the Flood Designated Lender (such written confirmation not to be unreasonably withheld, conditioned or delayed).

Commitment Fees, etc. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Delayed-Draw Term Loan Lender, each Revolving Credit Lender and each Incremental Lender with an Incremental Revolving Loan Amount a commitment fee for the period from and including the Closing Effective Date or the date of the Incremental Revolving Loan Activation Notice with respect thereto to the last day of the Revolving Delayed-Draw Commitment Period, the Revolving Credit Commitment Period or the commitment period with respect thereto, computed at the Applicable Commitment Fee Rate on the average daily amount of the unused Delayed-Draw Term Loan Commitment or the Available Revolving Credit Commitment of such Delayed-Draw Term Loan Lender or Revolving Credit Lender, as the case may be, or of the unused Incremental Revolving Loan Amount, as the case may be, during the period for which payment is made, payable quarterly in arrears on each Fee Payment Date; provided that (i) for , commencing on the first Fee Payment Date to occur after the Effective Date or the date of the Incremental Revolving Loan Activation Notice, as the case may be. For purposes of calculating any commitment fees owing in accordance with under this Section 2.9(a)subsection 2.6(a) only, no portion of the Available Revolving Commitment for the Swingline Lender Credit Commitments shall exclude any be deemed utilized as a result of outstanding Swingline Loans and (ii) the other than Refunded Swingline Lender shall not be entitled to any commitment fee with respect to its Swingline Commitment separate from that to which it is entitled with respect to its Available Revolving Commitment; provided, further, that (i) any commitment fee accrued with respect to any of the Revolving Commitments 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 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 Borrower prior to such time 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 LenderLoans). (b) The Borrower agrees to pay to the Administrative Agent and the Joint Lead Arrangers the fees in the amounts and on the dates as set forth agreed to in any fee agreements with writing by the Borrower and the Administrative AgentAgent and Joint Lead Arrangers.

Commitment Fees, etc. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee for the period from and including the Closing Amendment and Restatement Effective Date to the last day of the Revolving Commitment Period, computed at the Applicable Commitment Fee Rate on the average daily amount of the Available Revolving Commitment of such Lender during the period for which payment is made, payable quarterly in arrears on each Fee Payment Date; provided that (i) for purposes of calculating any fees owing in accordance with this Section 2.9(a), the Available Revolving Commitment for the Swingline Lender shall exclude any outstanding Swingline Loans and (ii) the Swingline Lender shall not be entitled to any commitment fee with respect to its Swingline Commitment separate from that to which it is entitled with respect to its Available Revolving Commitment; provided, further, that (i) any commitment fee accrued with respect to any of the Revolving Commitments 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 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 Borrower prior to such time 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. (b) The Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates as set forth in any fee agreements with the Administrative Agent.

Commitment Fees, etc. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender a commitment fee (“Commitment Fee”) for the period from and including the Closing Date to the last day of the Revolving Credit Commitment Period, computed at the Applicable Commitment Fee Rate on the average daily amount of the Available Revolving Credit Commitment of such Lender during the period for which payment is made, payable quarterly in arrears on the last Business Day of each Fee Payment March, June, September and December and on the Revolving Credit Termination Date, commencing on the first of such dates to occur after the date hereof; provided provided, that (i) for purposes of calculating any fees owing in accordance with this Section 2.9(a), the Available Revolving Commitment for the Swingline Lender shall exclude any outstanding Swingline Loans and (ii) the Swingline Lender Borrower shall not be entitled obligated to pay a Commitment Fee to any commitment fee Defaulting Lender with respect to its Swingline Commitment separate from that to which it is entitled commitments in respect of Loans with respect to its Available Revolving Commitment; provided, further, that (i) any commitment fee accrued with respect to any of the Revolving Commitments of a which such Defaulting Lender during the period prior has defaulted in its obligation hereunder to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the 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 Borrower prior to such time 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 Lenderfund. (b) The Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates as set forth from time to time agreed to in any fee agreements with writing by the Borrower and the Administrative Agent. (c) The Borrower agrees to pay to each Term Loan Lender on the Closing Date a closing fee equal to 10% (the “Fee Percentage”) of such Term Loan Lender’s Term Loan made on the Closing Date. The Borrower authorizes each such Term Loan Lender to satisfy the Borrower’s obligation to pay such fee to such Term Loan Lender by such Term Loan Lender deducting the amount of such fee from the principal amount of the Term Loan disbursed on the Closing Date by such Term Loan Lender and by such Term Loan Lender retaining the amount so deducted for such Term Loan Lender’s own account. The payment of such fee shall not reduce the principal amount of the Term Loan made by such Term Loan Lender, and the disbursement of the proceeds of such Term Loan, exclusive of the amount of such fee, shall satisfy such Term Loan Lender’s Term Loan Commitment relating thereto in full.

Commitment Fees, etc. (a) i. The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee for the period from and including the Closing Date to the last day of the Revolving Commitment Period, computed at the Applicable Commitment Fee Rate on the average daily amount of the Available Revolving Commitment of such Lender during the period for which payment is made, payable quarterly in arrears on each Fee Payment Date; provided that (i) for purposes of calculating any fees owing in accordance with this Section 2.9(a), the Available Revolving Commitment for the Swingline Lender shall exclude any outstanding Swingline Loans and (ii) the Swingline Lender shall not be entitled to any commitment fee with respect to its Swingline Commitment separate from that to which it is entitled with respect to its Available Revolving Commitment; provided, further, that (i) any commitment fee accrued with respect to any of the Revolving Commitments 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 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 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. (b) ii. The Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates as set forth in any fee agreements with the Administrative Agent.

Commitment Fees, etc. (a) The Parent Borrower agrees to pay in Dollars to the Administrative Agent for the account of each Revolving Lender a commitment fee for the period from and including the Closing Fourth Restatement Effective Date to the last day of the Revolving Commitment Period, computed at the Applicable Commitment Fee Rate on the average daily amount of the Available Revolving Commitment of such Lender during the period for which payment is made, payable quarterly in arrears on each Fee Payment Date; provided that (i) for purposes of calculating any fees owing in accordance with this Section 2.9(a), commencing on the Available Revolving Commitment for first such date to occur after the Swingline Lender shall exclude any outstanding Swingline Loans and (ii) the Swingline Lender shall not be entitled to any commitment fee with respect to its Swingline Commitment separate from that to which it is entitled with respect to its Available Revolving Commitment; provided, further, that (i) any commitment fee accrued with respect to any of the Revolving Commitments 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 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 Borrower prior to such time 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 LenderFourth Restatement Effective Date. (b) [Reserved]. (c) [Reserved]. (d) The Parent Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates as set forth in any fee agreements with the Administrative AgentAgent and to perform any other obligations contained therein. (e) Each of the parties hereto acknowledges and agrees that, if there are any Mortgaged Properties, any increase, extension or renewal of any of the Commitments or Loans (including the provision of Incremental Term Loans, Incremental Revolving Commitments or any other incremental credit facilities hereunder, but excluding (i) any continuation or conversion of borrowings, (ii) the making of any Revolving Loans or (iii) the issuance, renewal or extension of Letters of Credit) shall be subject to (and conditioned upon): (1) the prior delivery of all flood hazard determination certifications, acknowledgements and evidence of flood insurance and other flood-related documentation with respect to such Mortgaged Properties as required by Flood Insurance Laws and as otherwise reasonably required by the Administrative Agent and (2) the Administrative Agent shall have received written confirmation from the Flood Designated Lender that flood insurance due diligence and flood insurance compliance has been completed by the Flood Designated Lender (such written confirmation not to be unreasonably withheld, conditioned or delayed).

Commitment Fees, etc. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender under each Revolving Credit Facility in accordance with its Pro Rata Share or other applicable share provided for under this Agreement, a commitment fee for the period from and including the Closing Date equal to the last day of the Revolving Commitment Period, computed at the Applicable applicable Commitment Fee Rate on times the average actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Revolving Credit Facility exceeds the sum of (A) the Available Outstanding Amount of Revolving Commitment Credit Loans (for the avoidance of doubt, excluding any Swing Line Loans) for such Lender during Revolving Credit Facility and (B) the period Outstanding Amount of L/C Obligations for which payment is made, payable quarterly in arrears on each Fee Payment Datesuch Revolving Credit Facility; provided that (i) for purposes of calculating any fees owing in accordance with this Section 2.9(a), the Available Revolving Commitment for the Swingline Lender shall exclude any outstanding Swingline Loans and (ii) the Swingline Lender shall not be entitled to any commitment fee with respect to its Swingline Commitment separate from that to which it is entitled with respect to its Available Revolving Commitment; provided, further, that (i) any commitment fee accrued with respect to any of the Revolving Commitments of a Defaulting Lender under such Revolving Credit Facility during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the 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 Borrower prior to such time time; and (ii) provided, further, that no commitment fee shall accrue on any of the Commitments under any Revolving Commitments Credit Facility of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the applicable Revolving Credit Facility, including at any time during which one or more of the conditions in Section 4.2 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each of March, June, September and December, commencing with the last Business Day of September 30, 2014, and on the Maturity Date for such Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears. (b) The Borrower agrees to pay (i) directly to the Issuing Bank, for its own account, the following fees: (A) a fronting fee equal to 0.125%, 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 (B) 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 charges and as in effect at the time of such issuance, amendment, transfer or payment, as the case may be and (ii) to the Administrative Agent for the ratable benefit of the Revolving Lenders, a fee (the “Letter of Credit Fee”) equal to the Applicable Margin set forth in the “Eurodollar Rate and Letter of Credit Fees” column of the chart in the definition of “Applicable Margin” per annum on the average daily maximum amount available to be drawn under each Letter of Credit from the date of issuance to the date of expiration, which Letter of Credit Fee shall be quarterly in arrears on the last Business Day of each calendar quarter. (c) All fees referred to in Section 2.7(a) and 2.7(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 the last Business Day of March, June, September and December of each year during the Revolving Credit Commitment Period, commencing on the first such date to occur after the Closing Date, and on the Revolving Credit Maturity Date. (d) The Borrower agrees to pay to the Administrative Agent (i) for the account of each Lender party to this Agreement as a Lender on the Closing Date, or with respect to the Initial Term Loans, to such Lender out of the proceeds of the Initial Term Loan made by such Lender on the Closing Date, as fee compensation for the funding of such Lender’s Initial Term Loan a closing fee in an amount equal to 2.00% of the stated principal amount of such Lender’s Initial Term Loan payable to such Lender from the proceeds of its Term Loan as and when funded on the Closing Date, (ii) for the account of each Lender with a First Amendment Incremental Term Loan Commitment on the First Amendment Effective Date, to such Lender out of the proceeds of the First Amendment Incremental Term Loan made by such Lender on the First Amendment Effective Date, as fee compensation for the funding of such Lender’s First Amendment Incremental Term Loan a closing fee in an amount equal to 2.00% of the stated principal amount of such Lender’s First Amendment Incremental Term Loan payable to such Lender from the proceeds of its First Amendment Incremental Term Loan as and when funded on the First Amendment Effective Date, (iii) for the account of each Lender with a Third Amendment Incremental Term Loan Commitment on the Third Amendment Effective Date, to such Lender out of the proceeds of the Third Amendment Incremental Term Loan made by such Lender on the Third Amendment Effective Date, as fee compensation for the funding of such Lender’s Third Amendment Incremental Term Loan a closing fee in an amount equal to 1.00% of the stated principal amount of such Lender’s Third Amendment Incremental Term Loan payable to such Lender from the proceeds of its Third Amendment Incremental Term Loan as and when funded on the Third Amendment Effective Date and (iv) for the account of each Lender with an Incremental Revolving Credit Commitment with respect to the Third Amendment Incremental Revolver Increase on the Third Amendment Effective Date, to such Lender out of the proceeds of the Third Amendment Incremental Revolving Credit Loan made by such Lender on the Third Amendment Effective Date, as fee compensation for the funding of such Lender’s Third Amendment Incremental Revolving Credit Loan a closing fee in an amount equal to 1.00% of the stated principal amount of such Lender’s Third Amendment Incremental Revolving Credit Loan payable to such Lender from the proceeds of its Third Amendment Incremental Revolving Credit Loan as and when funded on the Third Amendment Effective Date. Such closing fee will be in all respects fully earned, due and payable on (i) with respect to the Initial Term Loan, the Closing Date, (ii) with respect to the First Amendment Incremental Term Loan, the First Amendment Effective Date and (iii) with respect to the Third Amendment Incremental Term Loan and the Third Amendment Incremental Revolver Increase, the Third Amendment Effective Date, and in each case will be non-refundable and non-creditable thereafter. (e) The Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates as set forth from time to time agreed to in any fee agreements with writing by the Borrower and the Administrative Agent.

Commitment Fees, etc. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender (other than a Defaulting Lender) a revolving commitment fee in Dollars for the period from and including the Closing Date date hereof to the last day of the Revolving Commitment Period, computed at a rate per annum equal to, for each day during such period, the Applicable Commitment Fee Rate on such day multiplied by the average daily amount of the Available Revolving Commitment of such Revolving Lender during the period for which payment is madeon such day, payable quarterly in arrears on the last day of each Fee Payment Date; provided that (i) for purposes of calculating any fees owing in accordance with this Section 2.9(a)March, the Available Revolving Commitment for the Swingline Lender shall exclude any outstanding Swingline Loans June, September and (ii) the Swingline Lender shall not be entitled to any commitment fee with respect to its Swingline Commitment separate from that to which it is entitled with respect to its Available Revolving Commitment; provided, further, that (i) any commitment fee accrued with respect to any of December and on the Revolving Commitments Credit Facility Termination Date, commencing on the first of a Defaulting Lender during such dates to occur after the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the 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 Borrower prior to such time 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 Lenderdate hereof. (b) The Borrower agrees to pay to the Administrative Agent for the account of each Term Lender (other than a Defaulting Lender) a term loan commitment fee in Dollars (i) with respect to the Term Loan I Facility, for the period from and including the date of the Prior Credit Agreement to the last day of the Term Loan I Commitment Period, computed at a rate per annum equal to, for each day during such period, the Commitment Fee Rate on such day multiplied by the amount of the Available Term Loan I Commitment of such Term Lender on such day and (ii) with respect to the Term Loan II Facility, for the period from and including the date hereof to the last day of the Term Loan II Commitment Period, computed at a rate per annum equal to, for each day during such period, the Commitment Fee Rate on such day multiplied by the amount of the Available Term Loan II Commitment of such Term Lender on such day; in each case, payable quarterly in arrears on the last day of each March, June, September and December and on the Term Loan I Termination Date or Term Loan II Termination Date, as applicable, commencing on the first of such dates to occur after the date hereof. (c) The Borrower agrees to pay to the Administrative Agent all fees in the amounts and on the dates as set forth previously or contemporaneously herewith agreed to in any fee agreements with writing by the Borrower and the Administrative Agent, including, without limitation, pursuant to each Fee Letter.