Common use of Fees, etc Clause in Contracts

Fees, etc. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a nonrefundable commitment fee through the last day of the Revolving Commitment Period for such Revolving Lender’s Revolving Commitment computed at the Commitment Fee Rate for such Revolving Commitment on the actual daily amount of the Available Revolving Commitment of such Lender of such Class of Revolving Commitments, payable quarterly in arrears on the last day of each March, June, September and December and on the Revolving Termination Date for such Revolving Commitments. (b) The Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates previously agreed to in writing by the Borrower and the Administrative Agent. (c) Notwithstanding anything to the contrary contained in this Agreement, at the time of the effectiveness of any Repricing Transaction that is consummated prior to April 24, 2020, the Borrower agrees to pay to the Administrative Agent, for the ratable account of each Lender with outstanding Term B-1 Loans and/or Term B-2 Loans subject to such Repricing Transaction, a fee in an amount equal to 1.0% of (x) in the case of a Repricing Transaction of the type described in clause (a) of the definition thereof, the aggregate principal amount of all Term B-1 Loans and/or Term B-2 Loans of such Lender prepaid (or converted) in connection with such Repricing Transaction and (y) in the case of a Repricing Transaction described in clause (b) of the definition thereof, the aggregate principal amount of the Term B-1 Loans and/or Term B-2 Loans of such Lender outstanding immediately prior to such amendment with respect to which such amendment constitutes a Repricing Transaction. Such fees shall be due and payable upon the date of the effectiveness of such Repricing Transaction.

Fees, etc. (a) The Borrower agrees to pay to the Administrative Agent for Arranger, the account of each Revolving Lender a nonrefundable commitment fee through Agents and the last day of the Revolving Commitment Period for such Revolving Lender’s Revolving Commitment computed at the Commitment Fee Rate for such Revolving Commitment on the actual daily amount of the Available Revolving Commitment of such Lender of such Class of Revolving Commitments, payable quarterly in arrears on the last day of each March, June, September and December and on the Revolving Termination Date for such Revolving Commitments. (b) The Borrower agrees to pay to the Administrative Agent Lenders the fees in the amounts and on the dates previously agreed to in writing by the Borrower and the Administrative AgentOriginal Lenders pursuant to the letter agreement, dated as of July 31, 2002 (the "Fee Letter"), among the Original Lenders and the Borrower. (ci) If a Company Sale has occurred on or prior to the Maturity Date (whether or not the Obligations have been repaid in full prior to such Company Sale), the Borrower shall pay to the Lenders, in immediately available funds, a deferred set-up fee (to be shared among them on a pro rata basis based on their respective outstanding balance of the Term Loans immediately prior to the consummation of the Company Sale) in an amount in cash initially equal to the greater of (x) 15% of the principal amount of the Term Loans funded on the Closing Date and (y) 15% (which percentage for the purposes of this clause (y) shall increase by 1% at the beginning of the 60-day period following the Closing Date and by an additional 1% at the beginning of each subsequent 60-day period) of the difference between (A) the aggregate purchase price paid to Parent, Holdings or the Borrower (including, without limitation, the amount of any liabilities assumed by the purchaser in the transaction) in connection with such Company Sale (such amount for the purposes of this calculation not to exceed $2,500,000,000) and (B) the sum of (1) the principal amount of the then-outstanding Term Loans, plus (2) the aggregate principal amount of any other net Indebtedness of the Borrower and its Subsidiaries then outstanding (which amount as of the Closing Date is set forth on Schedule 2.9(b)) plus (3) accrued and unpaid interest on the Terms Loans to the date of repayment; or (ii) if a Company Sale has not occurred on or prior to the Maturity Date, the Borrower shall pay to the Lenders on the Maturity Date, in immediately available funds, a deferred set-up fee (to be shared among them on a pro rata basis based on their respective Term Loans outstanding immediately prior to the Maturity Date) in an amount in cash equal to 15% of the Term Loans funded on the Closing Date; provided, however, that if a Company Sale occurs within three months following the Maturity Date, then upon such Company Sale the Borrower shall pay to the Lenders (to be shared among them on a pro rata basis based on their respective Term Loans outstanding immediately prior to the Maturity Date) an additional amount in cash equal to the positive difference, if any, between the fee that would have been paid pursuant to clause (i) above had such Company Sale occurred prior to the Maturity Date and the fee paid pursuant to clause (ii) above. This covenant shall survive the termination of this Agreement and the payment in full of the Obligations in cash. Notwithstanding anything to the contrary contained in this Agreement, at the time of the effectiveness of any Repricing Transaction that is consummated prior to April 24, 2020Section 2.9(b), the Borrower agrees to pay fees described in this Section shall be earned on the Closing Date and shall be payable to the Administrative Agent, for the ratable account Lenders regardless of each Lender with outstanding Term B-1 Loans and/or Term B-2 Loans subject to such Repricing Transaction, a fee in an amount equal to 1.0% of (x) in the case of a Repricing Transaction of the type described in clause (a) of the definition thereof, the aggregate principal amount of all Term B-1 Loans and/or Term B-2 Loans of such Lender prepaid (or converted) in connection with such Repricing Transaction and (y) in the case of a Repricing Transaction described in clause (b) of the definition thereof, the aggregate principal amount of whether the Term B-1 Loans and/or Term B-2 Loans of such Lender outstanding immediately prior to such amendment with respect to which such amendment constitutes a Repricing Transaction. Such fees shall be due and payable upon the date of the effectiveness of such Repricing Transactionare repaid or not.

Fees, etc. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a nonrefundable commitment fee through the last day of the Revolving Commitment Period for such Revolving Lender’s 's Revolving Commitment computed at the Commitment Fee Rate for such Revolving Commitment on the actual average daily amount of the Available Revolving Commitment of such Lender of such Class of Revolving CommitmentsCommitment, payable quarterly in arrears on the last day of each March, June, September and December and on the Revolving Termination Date for such Revolving CommitmentsDate. (b) The Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates previously agreed to in writing by the Borrower and the Administrative Agent. (c) Notwithstanding anything to the contrary contained in this Agreement, at the time of the effectiveness of any Repricing Transaction that is consummated prior to April 24, 2020the first anniversary of the New Restatement Effective Date, the Borrower agrees to pay to the Administrative Agent, for the ratable account of each Lender with outstanding Term B-1 Loans and/or Term B-2 Loans subject to such Repricing TransactionD Loans, a fee in an amount equal to 1.0% of (x) in the case of a Repricing Transaction of the type described in clause (a) of the definition thereof, the aggregate principal amount of all Term B-1 D Loans and/or Term B-2 Loans of such Lender prepaid (or converted) in connection with such Repricing Transaction and (y) in the case of a Repricing Transaction described in clause (b) of the definition thereof, the aggregate principal amount of the Term B-1 D Loans and/or Term B-2 Loans of such Lender outstanding immediately prior to such amendment with respect to which such amendment constitutes a Repricing Transactionamendment. Such fees shall be due and payable upon the date of the effectiveness of such Repricing Transaction.

Fees, etc. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a nonrefundable commitment fee through the last day of the Revolving Commitment Period for such Revolving Lender’s Revolving Commitment computed at the Commitment Fee Rate for such Revolving Commitment on the actual daily amount of the Available Revolving Commitment of such Lender of such Class of Revolving CommitmentsCommitment, payable quarterly in arrears on the last day of each March, June, September and December and on the Revolving Termination Date Date. The Borrower agrees to pay to the Administrative Agent for such the account of the relevant Lenders all accrued and unpaid commitment fees under this Agreement with respect to the Existing Revolving CommitmentsCommitments to but excluding the Restatement Effective Date. (b) The Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates previously agreed to in writing by the Borrower and the Administrative Agent. (c) Notwithstanding anything to the contrary contained in this Agreement, at the time of the effectiveness of any Repricing Transaction that is consummated prior to April 24June 21, 20202018, the Borrower agrees to pay to the Administrative Agent, for the ratable account of each Lender with outstanding Term B-1 Loans and/or Term B-2 B Loans subject to such Repricing Transaction, a fee in an amount equal to 1.0% of (x) in the case of a Repricing Transaction of the type described in clause (a) of the definition thereof, the aggregate principal amount of all Term B-1 Loans and/or Term B-2 B Loans of such Lender prepaid (or converted) in connection with such Repricing Transaction and (y) in the case of a Repricing Transaction described in clause (b) of the definition thereof, the aggregate principal amount of the Term B-1 Loans and/or Term B-2 B Loans of such Lender outstanding immediately prior to such amendment with respect to which such amendment constitutes a Repricing Transactionamendment. Such fees shall be due and payable upon the date of the effectiveness of such Repricing Transaction.

Fees, etc. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Dollar Revolving Credit Lender a nonrefundable commitment fee through for the period from and including the Closing Date to the last day of the Revolving Credit Commitment Period for such Revolving Lender’s Revolving Commitment Period, computed at the Commitment Fee Rate for such Revolving Commitment on the actual average daily amount of the Available Dollar Revolving Credit Commitment of such Lender of such Class of Revolving Commitmentsduring the period for which payment is made, payable quarterly in arrears on the first day of each April, July, October and January and on the Revolving Credit Termination Date, commencing on the first of such dates to occur after the Closing Date. (b) The Borrower agrees to pay to the Administrative Agent for the account of each Multicurrency 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 Commitment Fee Rate on the average daily amount of the Available Multicurrency Revolving Credit Commitment of such Lender during the period for which payment is made, payable quarterly in arrears on the first day of each MarchApril, JuneJuly, September October and December January and on the Revolving Credit Termination Date, commencing on the first of such dates to occur after the Closing Date. (c) The German Borrower agrees to pay to the Administrative Agent for the account of each German Revolving Credit Lender a commitment fee for the period from and including the Restatement Effective Date to the last day of the Revolving Credit Commitment Period, computed at the Commitment Fee Rate on the average daily amount of the Available German Revolving Credit Commitment of such Lender, in each case, during the period for which payment is made, payable quarterly in arrears on the first day of each April, July, October and January and on the Revolving Termination Date for Date, commencing on the first of such Revolving Commitmentsdates to occur after the Restatement Effective Date. (bd) The Borrower agrees to pay to the Arranger the fees in the amounts and on the dates previously agreed to in writing by the Borrower and the Arranger. (e) The Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates previously from time to time agreed to in writing by the Borrower and the Administrative Agent. (c) Notwithstanding anything to the contrary contained in this Agreement, at the time of the effectiveness of any Repricing Transaction that is consummated prior to April 24, 2020, the Borrower agrees to pay to the Administrative Agent, for the ratable account of each Lender with outstanding Term B-1 Loans and/or Term B-2 Loans subject to such Repricing Transaction, a fee in an amount equal to 1.0% of (x) in the case of a Repricing Transaction of the type described in clause (a) of the definition thereof, the aggregate principal amount of all Term B-1 Loans and/or Term B-2 Loans of such Lender prepaid (or converted) in connection with such Repricing Transaction and (y) in the case of a Repricing Transaction described in clause (b) of the definition thereof, the aggregate principal amount of the Term B-1 Loans and/or Term B-2 Loans of such Lender outstanding immediately prior to such amendment with respect to which such amendment constitutes a Repricing Transaction. Such fees shall be due and payable upon the date of the effectiveness of such Repricing Transaction.

Fees, etc. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Dollar Revolving Credit Lender a nonrefundable commitment fee through on the last day of Non-Extending Dollar Revolving Credit Commitments and the Extending Dollar Revolving Credit Commitments for the applicable Revolving Credit Commitment Period for such Revolving Lender’s Revolving Commitment Period, computed at the Commitment Fee Rate for such Revolving Commitment on the actual average daily amount of (i) in the case of Non-Extending Dollar Revolving Credit Commitments, the Available Non-Extending Dollar Revolving Credit Commitment of such Lender and (ii) in the case of Extending Dollar Revolving Credit Commitments, the Available Extending Dollar Revolving Credit Commitment of such Class of Revolving CommitmentsLender during the period for which payment is made, payable quarterly in arrears on the last first day of each MarchApril, JuneJuly, September October and December and January and, in the case of Non-Extending Dollar Revolving Credit Commitments, on the Non-Extending Revolving Credit Termination Date for and in the case of Extending Dollar Revolving Credit Commitments, on the Extending Revolving Credit Termination Date, commencing on, in the case of Non-Extending Dollar Revolving Credit Commitments, the first of such dates to occur after the Closing Date and, in the case of Extending Dollar Revolving Credit Commitments, the first of such dates to occur after the Tranche C Funding Date. (b) The Borrower agrees to pay to the Administrative Agent for the account of each Multicurrency Revolving Credit Lender a commitment fee on the Non-Extending Multicurrency Revolving Credit Commitments and the Extending Multicurrency Revolving Credit Commitments for the applicable Revolving Credit Commitment Period, computed at the Commitment Fee Rate on the average daily amount of (i) in the case of Non-Extending Revolving Credit Commitments, the Available Non-Extending Multicurrency Revolving Credit Commitment of such Lender and (ii) in the case of Extending Revolving Credit Commitments, the Available Extending Multicurrency Revolving Credit Commitment of such Lender during the period for which payment is made, payable quarterly in arrears on the first day of each April, July, October and January and, in the case of Non-Extending Revolving Credit Commitments, on the Non-Extending Revolving Credit Termination Date and in the case of Extending Revolving Credit Commitments, on the Extending Revolving Credit Termination Date, commencing on, in the case of Non-Extending Revolving Credit Commitments, the first of such dates to occur after the Closing Date and, in the case of Extending Revolving Credit Commitments, the first of such dates to occur after the Tranche C Funding Date. (c) The German Borrower agrees to pay to the Administrative Agent for the account of each German Revolving Credit Lender a commitment fee on the Non-Extending German Revolving Credit Commitments and the Extending German Revolving Credit Commitments for the applicable Revolving Credit Commitment Period, computed at the Commitment Fee Rate on the average daily amount of (i) in the case of Non-Extending Revolving Credit Commitments, the Available Non-Extending German Revolving Credit Commitment of such Lender and (ii) in the case of Extending Revolving Credit Commitments, the Available Extending German Revolving Credit Commitment of such Lender during the period for which payment is made, payable quarterly in arrears on the first day of each April, July, October and January and, in the case of Non-Extending Revolving Credit Commitments, on the Non-Extending Revolving Credit Termination Date and in the case of Extending Revolving Credit Commitments, on the Extending Revolving Credit Termination Date, commencing on, in the case of Non-Extending Revolving Credit Commitments, the first of such dates to occur after the Restatement Effective Date and, in the case of Extending Revolving Credit Commitments, the first of such dates to occur after the Tranche C Funding Date. (d) The Borrower agrees to pay to the Arrangers the fees in the amounts and on the dates previously agreed to in writing by the Borrower and the Arrangers. (e) The Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates previously from time to time agreed to in writing by the Borrower and the Administrative Agent. (c) Notwithstanding anything to the contrary contained in this Agreement, at the time of the effectiveness of any Repricing Transaction that is consummated prior to April 24, 2020, the Borrower agrees to pay to the Administrative Agent, for the ratable account of each Lender with outstanding Term B-1 Loans and/or Term B-2 Loans subject to such Repricing Transaction, a fee in an amount equal to 1.0% of (x) in the case of a Repricing Transaction of the type described in clause (a) of the definition thereof, the aggregate principal amount of all Term B-1 Loans and/or Term B-2 Loans of such Lender prepaid (or converted) in connection with such Repricing Transaction and (y) in the case of a Repricing Transaction described in clause (b) of the definition thereof, the aggregate principal amount of the Term B-1 Loans and/or Term B-2 Loans of such Lender outstanding immediately prior to such amendment with respect to which such amendment constitutes a Repricing Transaction. Such fees shall be due and payable upon the date of the effectiveness of such Repricing Transaction.

Fees, etc. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a nonrefundable commitment fee through the last day of the Revolving Commitment Period for such Revolving Lender’s Revolving Commitment computed at the Commitment Fee Rate for such Revolving Commitment on the actual daily amount of the Available Revolving Commitment of such Lender of such Class of Revolving Commitments, payable quarterly in arrears on the last day of each March, June, September and December and on the Revolving Termination Date for such Revolving Commitments.. - 59- (b) The Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates previously agreed to in writing by the Borrower and the Administrative Agent. (c) Notwithstanding anything to the contrary contained in this Agreement, at the time of the effectiveness of any Repricing Transaction that is consummated prior to April 24, 2020, the Borrower agrees to pay to the Administrative Agent, for the ratable account of each Lender with outstanding Term B-1 Loans and/or Term B-2 Loans subject to such Repricing Transaction, a fee in an amount equal to 1.0% of (x) in the case of a Repricing Transaction of the type described in clause (a) of the definition thereof, the aggregate principal amount of all Term B-1 Loans and/or Term B-2 Loans of such Lender prepaid (or converted) in connection with such Repricing Transaction and (y) in the case of a Repricing Transaction described in clause (b) of the definition thereof, the aggregate principal amount of the Term B-1 Loans and/or Term B-2 Loans of such Lender outstanding immediately prior to such amendment with respect to which such amendment constitutes a Repricing Transaction. Such fees shall be due and payable upon the date of the effectiveness of such Repricing Transaction.

Fees, etc. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a nonrefundable commitment fee through the last day of the Revolving Commitment Period for such Revolving Lender’s Revolving Commitment computed at the Commitment Fee Rate for such Revolving Commitment on the actual daily amount of the Available Revolving Commitment of such Lender of such Class of Revolving Commitments, payable quarterly in arrears on the last day of each March, June, September and December and on the Revolving Termination Date for such Revolving Commitments. (b) The Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates previously agreed to in writing by the Borrower and the Administrative Agent. (c) Notwithstanding anything to the contrary contained in this Agreement, at the time of the effectiveness of any Repricing Transaction that is consummated prior to April 24, 20202020,June 7, 2024, the Borrower agrees to pay to the Administrative Agent, for the ratable account of each Lender with outstanding Term B-1 Loans and/or Term B-2 B-24 Loans subject to such Repricing Transaction, a fee in an amount equal to 1.0% of (x) in the case of a Repricing Transaction of the type described in clause (a) of the definition thereof, the aggregate principal amount of all Term B-1 Loans and/or Term B-2 B-24 Loans of such Lender prepaid (or converted) in connection with such Repricing Transaction and (y) in the case of a Repricing Transaction described in clause (b) of the definition thereof, the aggregate principal amount of the Term B-1 Loans and/or Term B-2 B-24 Loans of such Lender outstanding immediately prior to such amendment with respect to which such amendment constitutes a Repricing Transaction. Such fees shall be due and payable upon the date of the effectiveness of such Repricing Transaction.. - 47-

Fees, etc. (a) The Borrower agrees to pay In the event that on or prior to the Administrative Agent for the account of each Revolving Lender a nonrefundable commitment fee through the last day first anniversary of the Revolving Commitment Period for Closing Date all or any portion of the Loans is (i) prepaid pursuant to (A) one or more optional prepayments pursuant to Section 2.5 or (B) one or more mandatory prepayments pursuant to Section 2.6(a) as a result of the incurrence of Indebtedness with a lower all-in yield (including in addition to the applicable coupon, any interest rate “floors,” upfront or similar fees, and original issue discount payable to the holders of such Revolving Lender’s Revolving Commitment computed at Indebtedness (in their capacities as such) with respect to such Indebtedness) than the Commitment Fee Rate for yield applicable to the Loans (including in addition to the applicable coupon, any interest rate “floors,” upfront or similar fees, and original issue discount payable to the holders of such Revolving Commitment on Indebtedness (in their capacities as such) with respect to such Indebtedness) or (ii) repriced (or effectively refinanced) through any amendment, amendment and restatement or other modification of this Agreement resulting in loans with a lower all-in yield (including in addition to the actual daily applicable coupon, any interest rate “floors,” upfront or similar fees, and original issue discount payable to the holders of such Indebtedness (in their capacities as such) with respect to such Indebtedness) than the yield applicable to the Loans (including in addition to the applicable coupon, any interest rate “floors,” upfront or similar fees, and original issue discount payable to the holders of such Indebtedness (in their capacities as such) with respect to such Indebtedness), such prepayments or repricings (or effective refinancings) shall be accompanied by a fee payable to each Lender in an amount equal to 1.00% of the aggregate principal amount of the Available Revolving Commitment portion of such Lender of such Class of Revolving Commitments, payable quarterly in arrears on the last day of each March, June, September and December and on the Revolving Termination Date for such Revolving CommitmentsLender’s Loans prepaid or repriced (or effectively refinanced). (b) The Borrower agrees Borrowers agree to pay to the Administrative Agent the fees in the amounts and on the dates previously agreed to as set forth in writing by the Borrower and any fee agreements with the Administrative AgentAgent and to perform any other obligations contained therein. (c) Notwithstanding anything to the contrary contained in this Agreement, at the time of the effectiveness of any Repricing Transaction that is consummated prior to April 24, 2020, the Borrower agrees to pay to the Administrative Agent, for the ratable account of each Lender with outstanding Term B-1 Loans and/or Term B-2 Loans subject to such Repricing Transaction, a fee in an amount equal to 1.0% of (x) in the case of a Repricing Transaction of the type described in clause (a) of the definition thereof, the aggregate principal amount of all Term B-1 Loans and/or Term B-2 Loans of such Lender prepaid (or converted) in connection with such Repricing Transaction and (y) in the case of a Repricing Transaction described in clause (b) of the definition thereof, the aggregate principal amount of the Term B-1 Loans and/or Term B-2 Loans of such Lender outstanding immediately prior to such amendment with respect to which such amendment constitutes a Repricing Transaction. Such fees shall be due and payable upon the date of the effectiveness of such Repricing Transaction.

Fees, etc. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a nonrefundable commitment fee through for the period from and including the Closing Date to the last day of the Revolving Commitment Period for such Revolving Lender’s Revolving Commitment Period, computed at the Commitment Fee Rate for such Revolving Commitment on the actual average daily amount of the Available Revolving Commitment of such Lender of such Class of Revolving Commitmentsduring the period for which payment is made, payable quarterly in arrears on the last day Business Day of each March, June, September and December and on the Revolving Termination Date for Date, commencing on the first of such Revolving Commitmentsdates to occur after the Closing Date. (b) The Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates previously from time to time agreed to in writing by the Borrower and the Administrative Agent. (c) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a Letter of Credit fee with respect to its participations in each outstanding Letter of Credit (the “L/C Fee”) which shall accrue at a rate per annum equal to the Applicable Margin for Eurodollar Loans on the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit), during the period from and including the Closing Date to but excluding the later of the Termination Date and the date on which such Lender ceases to have any L/C Obligations; provided that any L/C Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable Issuing Lender shall be payable, to the maximum extent permitted by applicable Requirement of Law, to the other Lenders in accordance with the upward adjustments in their respective Revolving Credit Percentages allocable to such Letter of Credit pursuant to Section 2.21, with the balance of such fee, if any, payable to the applicable Issuing Lender for its own account. Accrued L/C Fees shall be payable quarterly in arrears on the last Business Day of each March, June, September and December and on the Termination Date, commencing on the first of such dates to occur after the Closing Date; provided that any such fees accruing after such Termination Date shall be payable on demand. Notwithstanding anything herein to the contrary contained in this Agreementcontrary, while any Event of Default exists, all L/C Fees shall accrue at the time Default Rate applicable to interest on Eurodollar Loans. (d) The Borrower agrees to pay to each Issuing Lender for its own account a fronting fee with respect to each Letter of Credit issued by such Issuing Lender at a rate per annum equal to 0.125% on the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit), during the period from and including the Closing Date to but excluding the later of the effectiveness Termination Date and the date on which such Issuing Lender ceases to have any L/C Obligations. Fronting fees shall be payable quarterly in arrears on the last Business Day of each March, June, September and December and on the Termination Date, commencing on the first of such dates to occur after the Closing Date; provided that any Repricing Transaction that is consummated prior to April 24, 2020such fees accruing after such Termination Date shall be payable on demand. In addition, the Borrower agrees to pay to each Issuing Lender for its own account the Administrative Agentcustomary issuance, for the ratable account presentation, amendment and other reasonable and documented processing fees, and other standard costs and charges, of each such Issuing Lender with outstanding Term B-1 Loans and/or Term B-2 Loans subject relating to letters of credit as from time to time in effect, which fees, costs and charges shall be payable to such Repricing Transaction, a fee in an amount equal to 1.0% of (x) in the case of a Repricing Transaction of the type described in clause (a) of the definition thereof, the aggregate principal amount of all Term B-1 Loans and/or Term B-2 Loans of such Issuing Lender prepaid (or converted) in connection with such Repricing Transaction within three Business Days after its demand therefor and (y) in the case of a Repricing Transaction described in clause (b) of the definition thereof, the aggregate principal amount of the Term B-1 Loans and/or Term B-2 Loans of such Lender outstanding immediately prior to such amendment with respect to which such amendment constitutes a Repricing Transaction. Such fees shall be due and payable upon the date of the effectiveness of such Repricing Transactionare nonrefundable.

Fees, etc. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Dollar Revolving Credit Lender a nonrefundable commitment fee through for the period from and including the date hereof to the last day of the Revolving Credit Commitment Period for such Revolving Lender’s Revolving Commitment Period, computed at the Commitment Fee Rate for such Revolving Commitment on the actual average daily amount of the Available Dollar Revolving Credit Commitment of such Lender of such Class of Revolving Commitmentsduring the period for which payment is made, payable quarterly in arrears on the first day of each April, July, October and January and on the Revolving Credit Termination Date, commencing on the first of such dates to occur after the date hereof. (b) The Borrower agrees to pay to the Administrative Agent for the account of each Multicurrency Revolving Credit Lender a commitment fee for the period from and including the date hereof to the last day of the Revolving Credit Commitment Period, computed at the Commitment Fee Rate on the average daily amount of the Available Multicurrency Revolving Credit Commitment of such Lender during the period for which payment is made, payable quarterly in arrears on the first day of each MarchApril, JuneJuly, September October and December January and on the Revolving Credit Termination Date, commencing on the first of such dates to occur after the date hereof. (c) The German Borrower agrees to pay to the Administrative Agent for the account of each German 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 Commitment Fee Rate on the average daily amount of the Available German Revolving Credit Commitment of such Lender, in each case, during the period for which payment is made, payable quarterly in arrears on the first day of each April, July, October and January and on the Revolving Termination Date for Date, commencing on the first of such Revolving Commitmentsdates to occur after the Closing Date. (bd) The Borrower agrees to pay to the Arranger the fees in the amounts and on the dates previously agreed to in writing by the Borrower and the Arranger. (e) The Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates previously from time to time agreed to in writing by the Borrower and the Administrative Agent. (c) Notwithstanding anything to the contrary contained in this Agreement, at the time of the effectiveness of any Repricing Transaction that is consummated prior to April 24, 2020, the Borrower agrees to pay to the Administrative Agent, for the ratable account of each Lender with outstanding Term B-1 Loans and/or Term B-2 Loans subject to such Repricing Transaction, a fee in an amount equal to 1.0% of (x) in the case of a Repricing Transaction of the type described in clause (a) of the definition thereof, the aggregate principal amount of all Term B-1 Loans and/or Term B-2 Loans of such Lender prepaid (or converted) in connection with such Repricing Transaction and (y) in the case of a Repricing Transaction described in clause (b) of the definition thereof, the aggregate principal amount of the Term B-1 Loans and/or Term B-2 Loans of such Lender outstanding immediately prior to such amendment with respect to which such amendment constitutes a Repricing Transaction. Such fees shall be due and payable upon the date of the effectiveness of such Repricing Transaction.

Fees, etc. At and as a condition to the Closing, the Parent and ICA-T shall reimburse the Buyer for all costs and expenses incurred by it or its affiliates in connection with its due diligence up to $20,000 of which $6,000 was previously paid, structuring, documentation, negotiation and closing of the transactions contemplated by the Transaction Documents. Notwithstanding and in addition to the above, the Parent and ICA-T shall also pay (i) the legal fees incurred by the Buyer to Gusrae Xxxxxx Xxxxxxx PLLC, legal counsel to the Buyer, and local real estate counsel to the Buyer in the State where any Real Property of the Parent, ICA-T and the Subsidiaries are located, up to $75,000 in the aggregate less $10,000 previously paid, and (ii) all documented costs and expenses incurred by such legal counsels including, but not limited to Lien, judgment, tax, and UCC and related searches, and all filing fees including, but not limited to, all UCC-1 Financing Statements, UCC-3 Termination Statements, if any, USPTO filings and all recordation fees and related costs and expenses (collectively, the “Transaction Expenses”). Such Transaction Expenses shall be withheld by the Buyer from the Purchase Price paid to the Parent and ICA-T at the Closing, less $10,000 previously paid by the Parent to the Buyer; provided, that ICA-T shall promptly reimburse Buyer and Gusrae Xxxxxx Xxxxxxx PLLC on demand for all Transaction Expenses not so invoiced and/or reimbursed through such withholding at the Closing or otherwise upon the provision of reasonable satisfactory evidence of such expense including, but not limited to, all Lien (UCC, USPTO, Etc.), judgment, bankruptcy searches, which will be paid upon delivery of each invoice from the service provider or other Person. The Parent and ICA-T shall be responsible for the payment of any placement agent’s fees, financial advisory fees, Controlled Account Bank fees, DTC fees, transfer agent fees, listing fees, if any, fees or broker’s commissions, filing and/or recordation fees, blue sky fees relating to or arising out of the transactions contemplated hereby and in the other Transaction Documents. The Parent and ICA-T shall pay, and hold the Buyer harmless against, any liability, loss or expense (including, without limitation, reasonable attorneys’ fees and out-of-pocket expenses as and when incurred) arising in connection with any claim relating to any such payment. Except as otherwise set forth in the Transaction Documents, each party to this Agreement and/or any other Transaction Document shall bear its own expenses in connection with the sale of the Securities to the Buyer. The Parent and ICA-T, however, shall be jointly and severally responsible and pay any and all reasonable attorneys’ and other professionals’ fees and expenses incurred by the Collateral Agent and/or the Buyer (as and when incurred) after the Closing in connection with or related to: (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a nonrefundable commitment fee through the last day Transaction Documents and/or any of the Revolving Commitment Period for such Revolving Lender’s Revolving Commitment computed at the Commitment Fee Rate for such Revolving Commitment on the actual daily amount of the Available Revolving Commitment of such Lender of such Class of Revolving Commitments, payable quarterly in arrears on the last day of each March, June, September and December and on the Revolving Termination Date for such Revolving Commitments. transactions contemplated and/or arising therefrom; (b) The Borrower agrees to pay to the Administrative Agent administration, collection, or enforcement of the fees in the amounts and on the dates previously agreed to in writing by the Borrower and the Administrative Agent. Transaction Documents; (c) Notwithstanding anything the amendment or modification of the Transaction Documents; (d) any waiver, consent, release, or termination under the Transaction Documents; (e) the perfection of Liens on, the protection, preservation, sale, lease, liquidation, or disposition of Collateral or the exercise of remedies with respect to the contrary contained in this AgreementCollateral; (f) any legal, at the time litigation, regulatory, administrative, arbitration, or out of the effectiveness of any Repricing Transaction that is consummated prior to April 24, 2020, the Borrower agrees to pay to the Administrative Agent, for the ratable account of each Lender with outstanding Term B-1 Loans and/or Term B-2 Loans subject to such Repricing Transaction, a fee in an amount equal to 1.0% of (x) in the case of a Repricing Transaction of the type described in clause (a) of the definition thereof, the aggregate principal amount of all Term B-1 Loans and/or Term B-2 Loans of such Lender prepaid (or converted) court proceeding in connection with such Repricing or related to the Parent, ICA-T, each of their respective Subsidiaries, Collateral, any of the Transaction Documents and/or any transaction contemplated hereby and/or thereby or otherwise, related to and/or arising therefrom and from any appeal or review thereof; and (yg) any bankruptcy, restructuring, reorganization, assignment for the benefit of creditors, workout, foreclosure, or other action related to the Parent, ICA-T, each of their respective Subsidiaries, the Collateral, the Transaction Documents, including representing the Collateral Agent and the Buyer in the case of a Repricing Transaction described in clause (b) any adversary proceeding or contested matter commenced or continued by or on behalf of the definition Parent, ICA-T and the Subsidiaries’ estate, property and/or any appeal or review thereof, the aggregate principal amount of the Term B-1 Loans and/or Term B-2 Loans of such Lender outstanding immediately prior to such amendment with respect to which such amendment constitutes a Repricing Transaction. Such fees shall be due and payable upon the date of the effectiveness of such Repricing Transaction.