Common use of Fees Clause in Contracts

Fees. (a) The Borrower shall pay to the Administrative Agent, for the account of each Lender in accordance with its Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin times (ii) the actual daily amount by which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until the Revolving Credit Termination Date, including at any time during which one or more of the conditions in Article VI is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion of the Commitments.

Fees. (a) The Borrower shall agrees to pay to the Administrative Agent, Agent (i) in the case of Revolving Commitments and Term Commitments for the account of each Lender in accordance with its Percentage, a commitment fee (fees for each day during the “period from and including the Effective Date to but excluding the date on which such Commitment Fee”) terminates at a rate per annum equal to the product of (i) the Applicable Margin times applicable Commitment Fee Rate for such day, (ii) in the actual daily amount by which case of Incremental Tranche A Commitments for the Commitments exceed account of each Incremental Tranche A Lender fees for each day during the sum of (y) period from and including the Outstanding Amount of Revolving Loans Amendment No. 5 Effective Date but excluding the Incremental Tranche A Commitment Termination Date at a rate equal to the applicable Commitment Fee Rate for such day and (ziii) in the Outstanding Amount case of LC Obligationsany Additional Incremental Facility Commitment, the rate set forth in the applicable Additional Incremental Facility Agreement for such day, in each case on the unused amount of each Commitment of such Lender on such day (collectively, the "COMMITMENT FEES"). The Accrued Commitment Fee shall accrue at all times from the Closing Date until the Revolving Credit Termination Date, including at any time during which one or more of the conditions in Article VI is not met, and Fees shall be due and payable quarterly in arrears on the last Business Day day of each March, June, September and DecemberDecember of each year and on the date on which the applicable Commitments terminate, commencing with on the first such date to occur after the Closing Date, and date hereof. All Commitment Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees with respect to Revolving Credit Termination Date; providedCommitments, that (A) no Commitment Fee shall accrue on the a Revolving Commitment of a Defaulting Lender so long as shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time disregarded for 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. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion of the Commitmentspurpose).

Fees. (a) The Borrower shall agrees to pay to the Administrative Agent, Agent for the account of each Revolving Lender in accordance with its Percentagea facility fee, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin times (ii) the actual daily amount by which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times the Applicable Rate on the daily amount of the Revolving Commitment of such Lender (whether used or unused) during the period from and including the Closing Date until to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Termination DateExposure after its Revolving Commitment terminates, including at any time during which one or more of the conditions in Article VI is not met, and then such facility fee shall be due and payable quarterly in arrears continue to accrue on the last Business Day daily Dollar Equivalent of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Lender’s Revolving Credit Termination DateExposure from and including the date on which its Revolving Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure; provided, however, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Commitment Fee facility fee accrued with respect to the unutilized Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such facility fee shall otherwise have been due and payable by the Borrower prior to such time; and provided further that no facility fee shall accrue on the unutilized Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Commitment Fee Accrued facility fees shall be calculated quarterly payable in arrearsarrears on the last day of March, June, September and if there is December of each year and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any change in facility fees accruing after the Applicable Margin during any quarter, date on which the actual daily amount Revolving Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and multiplied by shall be payable for the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes actual number of clarification, Swingline Loans shall not be considered outstanding for purposes of determining days elapsed (including the unused portion of first day but excluding the Commitmentslast day).

Fees. (a) The Borrower shall agrees to pay to the Administrative Agent, Agent for the account of each Lender in accordance with its PercentageLender, a commitment facility fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin times (ii) the actual daily amount by which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until Applicable Rate on the Revolving Credit Termination Datedaily amount of the Commitment of such Lender (whether used or unused) during the Availability Period, including at any time during which one or more of the conditions in Article VI Section 4.02 is not met; provided, however, that (i) if such Lender continues to have any outstanding Loans after the Availability Period, then such facility fee shall continue to accrue on the daily amount of the outstanding Loans of such Lender from and including the date on which the aggregate Commitments of all Lenders are terminated to, but excluding, the date on which such Lender ceases to have any outstanding Loans, and (ii) if such Lender is a Defaulting Lender at any time, such facility fee shall be due and subject to adjustment as set forth in Section 2.18. Accrued facility fees shall be payable quarterly in arrears on the last Business Day of each March, June, September and DecemberDecember of each year and on the date on which the Commitments terminate, commencing with on the first such date to occur after the Closing Date, and ; provided that any facility fees accruing after the date on which the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender aggregate Commitments terminate shall be a Defaulting Lender and (B) any Commitment Fee accrued payable on demand. The facility fee owing with respect to the Commitment of a Defaulting each 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. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter that such Applicable Margin Rate was in effect. For purposes All facility fees shall be computed on the basis of clarification, Swingline Loans a year of 360 days and shall not be considered outstanding payable for purposes the actual number of determining days elapsed (including the unused portion of first day but excluding the Commitmentslast day).

Fees. (a) The Borrower shall agrees to pay to the Administrative Agent, Agent for the account of each Lender in accordance with its Percentagea facility fee, a commitment fee which shall accrue at the Applicable Rate on the daily amount of the Commitment of such Lender (whether used or unused) during the “period from and including the Effective Date to but excluding the date on which such Commitment Fee”) at a rate per annum equal to the product of terminates; provided that, (i) if such Lender continues to have any Exposure after its Commitment terminates, then such facility fee shall continue to accrue on the Applicable Margin times daily amount of such Lender’s Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Exposure, and (ii) if such Commitment termination is pursuant to the actual conversion of such Lender’s Loans to Term Loans pursuant to Section 2.01(c), such facility fee shall thereafter accrue on the daily outstanding principal amount by of such Lender’s Term Loan from and including the date on which such conversion occurs to but excluding the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligationsdate on which such Term Loan is paid in full. The Commitment Fee shall accrue at all times from the Closing Date until the Revolving Credit Termination Date, including at any time during which one or more of the conditions in Article VI is not met, and Accrued facility fees shall be due and payable quarterly in arrears on the last Business Day day of each March, June, September and DecemberDecember of each year, on the date on which the Commitments terminate and, if applicable, on the Term Loan Maturity Date, commencing with on the first such date to occur after the Closing Date, and date hereof; provided that any facility fees accruing after the date on which the Revolving Credit Termination Date; provided, that Commitments terminate (Aother than pursuant to the conversion of the Loans to Term Loans pursuant to Section 2.01(c)) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lenderon demand. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount All facility fees shall be computed on the basis of a year of 360 days and multiplied by shall be payable for the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes actual number of clarification, Swingline Loans shall not be considered outstanding for purposes of determining days elapsed (including the unused portion of first day but excluding the Commitmentslast day).

Fees. Fees are due upon receipt of signed contract, receipt of Deposit Material, or when service is requested, whichever is earliest. If invoiced fees are not paid within sixty (a60) The Borrower days of the date of the invoice, DSI may terminate the Agreement. If the payment is not timely received by DSI, DSI shall pay have the right to accrue and collect interest at the rate of one and one-half percent per month (18% per annum) from the date of the invoice for all late payments. Renewal fees will be due in full upon the receipt of invoice unless otherwise specified by the invoice. In the event that renewal fees are not received thirty (30) days prior to the Administrative AgentExpiration Date, DSI shall so notify Depositor and Preferred Registrant. If the renewal fees are not received by the Expiration Date, DSI may terminate the Agreement without further notice and without liability of DSI to Depositor or Preferred Registrant. DSI shall not be required to process any request for service unless the account payment for such request shall be made or provided for in a manner satisfactory to DSI. All service fees and renewal fees will be those specified in DSI's Fee and Services Schedule in effect at the time of each Lender renewal or request for service, except as otherwise agreed. For any increase in DSI's standard fees, DSI shall notify Depositor and Preferred Registrant at least ninety (90) days prior to the renewal of the Agreement. 9 For any service not listed on the Fee and Services Schedule, DSI shall provide a quote prior to rendering such service. Fees invoiced by DSI are the responsibility of the Preferred Registrant and as such all invoices in accordance with its Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal this Agreement are to be sent to the product of (i) the Applicable Margin times (ii) the actual daily amount by which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC ObligationsPreferred Registrant. The Commitment Fee shall accrue at all times from the Closing Date until the Revolving Credit Termination Date, including at any time during which one or more On behalf of the conditions Investment Companies and respective Portfolios and Classes set forth in Article VI is not metSchedule A attached hereto as may be amended from time to time. By: /s/ ROBEXX X. XXXXXX FIRST DATA INVESTOR SERVICES --------------------------------- GROUP, INC. Name: Robexx X. Xxxxxx ------------------------------- By: /s/ ILLEGIBLE Title: President --------------------------------- ------------------------------ Name: ILLEGIBLE ------------------------------- Title: Executive Vice President ------------------------------ DATA SECURITIES INTERNATIONAL, INC. By: /s/ CHRIXXXX XXXXXXXX --------------------------------- Name: Chrixxxx Xxxxxxxx ------------------------------- Title: Contract Administrator ------------------------------ AIM ADVISOR FUNDS, INC. Portfolios: Classes: AIM Advisor Cash Management Fund Class A and shall Class C Shares AIM Advisor Flex Fund Class A and Class C Shares AIM Advisor Income Fund Class A and Class C Shares AIM Advisor International Value Fund Class A and Class C Shares AIM Advisor Large Cap Value Fund Class A and Class C Shares AIM Advisor MultiFlex Fund Class A and Class C Shares AIM Advisor Real Estate Fund Class A and Class C Shares AIM EQUITY FUNDS, INC. Portfolios: Classes: AIM Blue Chip Fund Class A, B and Class C Shares AIM Capital Development Fund Class A, B and Class C Shares AIM Charter Fund Class A, B and Class C Shares AIM Weinxxxxxx Xxxd Class A, B and Class C Shares AIM Aggressive Growth Fund Class A Shares AIM Constellation Fund Class A Shares and Class C Shares AIM FUNDS GROUP Portfolios: Classes: AIM Balanced Fund Class A, Class B and Class C Shares AIM Global Utilities Fund Class A, Class B and Class C Shares AIM Growth Fund Class A, Class B and Class C Shares AIM High Yield Fund Class A, Class B and Class C Shares AIM Income Fund Class A, Class B and Class C Shares AIM Intermediate Government Fund Class A, Class B and Class C Shares AIM Municipal Bond Fund Class A, Class B and Class C Shares AIM Value Fund Class A, Class B and Class C Shares AIM Money Market Fund Class A, Class B, Class C and AIM Cash Reserve Shares AIM INTERNATIONAL FUNDS, INC. Portfolios: Classes: AIM International Equity Fund Class A, Class B and Class C Shares AIM Global Aggressive Growth Fund Class A, Class B and Class C Shares AIM Global Growth Fund Class A, Class B and Class C Shares AIM Global Income Fund Class A, Class B and Class C Shares AIM Asian Growth Fund Class A, Class B and Class C Shares AIM European Development Fund Class A, Class B and Class C Shares AIM INVESTMENT SECURITIES FUNDS Portfolios: Classes: Limited Maturity Treasury Portfolio AIM Limited Maturity Treasury Shares AIM TAX-EXEMPT FUNDS, INC. Portfolios: Classes: AIM Tax-Exempt Cash Fund Class A AIM Tax-Exempt Bond Fund of Connecticut Class A Intermediate Portfolio AIM Tax-Free Intermediate Shares - Class A DESIGNATED CONTACT Account Number: 0609000-00002-01090011 NOTICES, DEPOSIT MATERIAL RETURNS AND INVOICES TO DEPOSITOR SHOULD BE ADDRESSED TO: COMMUNICATION, INCLUDING DELINQUENCIES TO First Data Investor Services Group, Inc. DEPOSITOR SHOULD BE ADDRESSED TO: ------------------------------------------------ 4400 Xxxxxxxx Xxxxx First Data Investor Services Group, Inc. ------------------------------------------------ ---------------------------------------- Westxxxx, XX 00000 4400 Xxxxxxxx Xxxxx ------------------------------------------------ ---------------------------------------- Westxxxx, XX 00000 ------------------------------------------------ ---------------------------------------- Invoice Contact: Brenxxx Xxxxx ---------------------------------------- -------------------------------- Designated Contact: John Xxxxx --------------------- Telephone: (508) 000-0000 ------------------------------ Facsimile: ------------------------------ State of Incorporation: Massachusetts ----------------- NOTICES AND COMMUNICATION, INCLUDING INVOICES TO PREFERRED REGISTRANT SHOULD BE DELINQUENCIES TO PREFERRED REGISTRANT ADDRESSED TO: SHOULD BE ADDRESSED TO: A I M Fund Service, Inc. ----------------------------------------------- A I M Fund Service, Inc. Eleven Greenway Plaza Eleven Greenway Plaza ----------------------------------------------- Houston, TX 77046 Housxxx, XX 00000 ----------------------------------------------- ----------------------------------------------- Designated Contact: Jack Xxxxxxxx Invoice Contact: Jack Xxxxxxxx --------------------- ------------------------------- Telephone: (713) 000-0000 ------------------------------ Facsimile: ------------------------------ Requests from Depositor or Preferred Registrant INVOICE INQUIRIES AND FEE REMITTANCES TO DSI Contact should be due and payable quarterly in arrears on the last Business Day of each Marchgiven Contact or authorized SHOULD BE ADDRESSED TO: employee Registrant. DSI CONTRACTS, June, September and December, commencing with the first such date to occur after the Closing DEPOSIT MATERIAL AND NOTICES TO DSI Attn: Accounts Receivable SHOULD BE ADDRESSED TO: DSI Attn: Contract Administration Telephone: ------------------------------------- Facsimile: ------------------------------------- Telephone: ------------------------------ Facsimile: ------------------------------ Date, and on the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion of the Commitments.: -----------------------------------

Fees. (a) The US Borrower shall agrees to pay to the Administrative Agent, Agent for the account of each US Revolving Lender in accordance with its Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin times (ii) the actual daily amount by fee, which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times the then applicable Commitment Fee Rate on the average daily unused amount of such US Revolving Lender’s US Revolving Commitment during the period from and including the Closing Effective Date until to but excluding the date on which the US Revolving Credit Termination DateLenders’ Commitments terminate; provided, including that, for this purpose, such US Revolving Lender’s US Revolving Commitments will be deemed to be reduced by its Applicable Percentage of the aggregate amount of the Canadian Revolving Commitments and the UK Revolving Commitments, at any time during such commitments are outstanding; provided further that the UK Revolving Commitments will not be deemed to be outstanding for this purpose until such time as the UK Loan Parties have completed the UK Whitewash Procedures and complied with Section 5.15 hereof. The Canadian Borrower agrees to pay to the Canadian Administrative Agent for the account of each Canadian Revolving Lender a commitment fee, which one or more shall accrue at the then applicable Commitment Fee Rate on the average daily unused amount of the conditions in Article VI is not metCanadian Revolving Commitment of such Revolving Lender during the period from and including the Effective Date to but excluding the date on which the Canadian Revolving Lenders’ Commitments terminate. The UK Borrower agrees to pay to the UK Administrative Agent for the account of each UK Revolving Lender a commitment fee, which shall accrue at the then applicable Commitment Fee Rate on the average daily unused amount of the UK Revolving Commitment of such Revolving Lender during the period from and including the Effective Date to but excluding the date on which the UK Revolving Lenders’ Commitments terminate. The UAE Borrower agrees to pay to the UAE Administrative Agent for the account of each UAE Revolving Lender a commitment fee, which shall accrue at the then applicable Commitment Fee Rate-UAE on the average daily unused amount of the UAE Revolving Commitment of such Revolving Lender during the period from and including the date a UAE Revolving Commitment becomes effective pursuant to a UAE Joinder Agreement to but excluding the date on which the UAE Revolving Lenders’ Commitments terminate. The Singapore Borrower agrees to pay to the Singapore Administrative Agent for the account of each Singapore Revolving Lender a commitment fee, which shall accrue at the then applicable Commitment Fee Rate-Singapore on the average daily unused amount of the Singapore Revolving Commitment during the period from and including the date a Singapore Revolving Commitment becomes effective pursuant to a Singapore Joinder Agreement to but excluding the date on which the Singapore Revolving Lenders’ Commitments terminate. Accrued commitment fees shall be due and payable quarterly in arrears on the last Business Day first day of each March, June, September calendar month and Decemberon the date on which the Commitments terminate (as applicable), commencing with on the first such date to occur after the Closing Date, and on the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lenderdate hereof. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount All commitment fees shall be computed on the basis of a year of 360 days and multiplied by shall be payable for the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes actual number of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion of the Commitmentsdays elapsed.

Fees. (a) The Borrower shall pay to the Administrative Agent, for the account of each Lender in accordance with its Percentageof each tranche, a commitment fee (the “Commitment Fee”) at a rate per annum equal to for the product of (i) the Applicable Margin times (ii) the actual daily amount by which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from period commencing on the Closing Date until to the Termination Date of such tranche, computed at the Applicable Revolving Credit Termination Date, including at any time during which one or more Commitment Fee Percentage on the average daily amount of the conditions in Article VI Available Revolving Commitment of such Lender during the period for which payment is not metmade, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, Fee Payment Date commencing with on the first such date to occur after the Closing Date, and on the Revolving Credit Termination Date; provided, provided that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (Bx) any Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Lender except to the extent that such Commitment Fee shall otherwise have been due and payable by the Borrower prior to such time and (y) no Commitment Fee shall accrue on the Revolving Commitment of a Defaulting Lender so long as such Lender shall be calculated quarterly in arrears, and if there is any change in a Defaulting Lender. Notwithstanding the Applicable Margin during any quarterforegoing, the actual daily amount provisions of this Section 2.22(a) to the extent otherwise applicable to Incremental Revolving Loans or Extended Revolving Commitments shall be computed and multiplied by subject to modification as expressly provided in Sections 2.25 or 2.27 hereof, as the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion of the Commitmentscase may be.

Fees. (a) The Borrower shall agrees to pay to the Administrative Agent, Agent for the account of each Revolving Lender in accordance with its Percentage, a commitment an unused fee (the “Commitment Unused Fee”) ), which shall accrue during the period from and including the date of this Agreement to, but excluding, the date on which such Revolving Commitment terminates, at a rate per annum equal to the product of (i) prior to the Applicable Margin times occurrence of a Security Interest Termination Event (a) at 0.25% per annum on the daily unused amount of the Revolving Commitment of such Revolving Lender if Usage is less than 50% of such Revolving Lender’s Revolving Commitment, and (b) at 0.20% per annum on the daily unused amount of the Revolving Commitment of such Revolving Lender if Usage is greater than or equal to 50% of such Revolving Lender’s Revolving Commitment or (ii) following the actual occurrence of a Security Interest Termination Event, (a) at 0.20% per annum on the daily unused amount by which of the Commitments exceed the sum Revolving Commitment of (y) the Outstanding Amount such Revolving Lender if Usage is less than 50% of such Revolving Loans Lender’s Revolving Commitment, and (zb) at 0.15% per annum on the Outstanding Amount daily unused amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until the Revolving Credit Termination Date, Commitment of such Revolving Lender if Usage is greater than or equal to 50% of such Revolving Lender’s Revolving Commitment. Unused Fees accrued through and including at any time during which one or more of the conditions in Article VI is not met, and shall be due and payable quarterly in arrears on the last Business Day day of each March, June, September and DecemberDecember of each year shall be payable on the third Business Day following such last day and on the date on which the Revolving Commitments terminate, commencing with on the first such date to occur after the Closing Effective Date, and ; provided that any Unused Fees accrued as of the date on which the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender Commitments terminate shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lenderon demand. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount All Unused Fees shall be computed on the basis of a year of 360 days and multiplied by shall be payable for the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes actual number of clarification, Swingline Loans days elapsed (including the first day but excluding the last day) and shall not be considered outstanding for purposes of determining based on the unused portion then existing Revolving Commitments of the CommitmentsRevolving Lenders.

Fees. (a) The Borrower shall agrees to pay to each Lender, through the Administrative Agent, for the account of each Lender in accordance with its Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin times (ii) the actual daily amount by which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until the Revolving Credit Termination Date, including at any time during which one or more of the conditions in Article VI is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and DecemberDecember in each year and on each date on which any Commitment of such Lender shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to 0.50% per annum on the daily unused amount of the Commitments of such Lender (other than the Swingline Commitment) during the preceding quarter (or other period commencing with the first such date to occur after the Closing Date, and on hereof or ending with the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue Maturity Date or the date on which the Commitment Commitments of a Defaulting Lender so long as such Lender shall expire or be a Defaulting Lender and (B) terminated); provided that any Commitment Fee commitment fee accrued with respect to any of the Commitment 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 provided, further that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. The Commitment Fee due to each Lender shall commence to accrue on the date hereof and shall cease to accrue on the date on which the Commitment of such Lender shall expire or be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effectterminated as provided herein. For purposes of clarificationcalculating Commitment Fees only, Swingline Loans shall not be considered outstanding for purposes of determining the unused no portion of the CommitmentsRevolving Credit Commitments shall be deemed utilized as a result of outstanding Swingline Loans.

Fees. (a) The Borrower Payment - Upon receipt of signed Agreement or initial Deposit Materials, whichever comes first, Escrow Associates will submit an initial invoice to Beneficiary for the amount shown on Exhibit A attached hereto. If payment is not received, Escrow Associates shall have no obligation to perform its duties under this Agreement. Beneficiary agrees to pay to the Administrative Agent, Escrow Associates all additional fees for the account of each Lender in accordance with its Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal services rendered related to this Agreement as shown on Exhibit A to the product of (i) the Applicable Margin times (ii) the actual daily amount extent agreed upon by which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC ObligationsBeneficiary in writing. The Commitment Fee fee for any service that is not expressly covered in Exhibit A shall accrue at all times from the Closing Date until the Revolving Credit Termination Date, including be established by Escrow Associates upon request. Escrow Associates shall not perform any additional services unless agreed upon in writing by Beneficiary. All fees are due within [**] days of Escrow Associates execution of this Agreement. Escrow Associates may amend Exhibit A at any time during which one upon [**] days written notice to Beneficiary and Depositor. For the purpose of clarity, Beneficiary is the sole paying party under this Agreement. Therefore, Escrow Associates releases Depositor or more its affiliates or their officers, directors or employees (“Depositor Releasees”) from any and all claims or attempts to collect any fees due hereunder from Depositor Releasees. To the extent undisputed fees due Escrow Associates by Beneficiary under this Agreement remain unpaid, Escrow Associates shall not pursue Depositor Releasees or hold them liable for such fees nor shall it place any lien, security interest or the like on or refuse to return Deposit Materials to Depositor as a result of such undisputed fees due Escrow Associates by Beneficiary. If Beneficiary unilaterally terminates the Agreement under Section 1. Beneficiary shall cover all Escrow Associates fees and expenses required to return Deposit Materials to Depositor and shall indemnify Depositor Releasees for all claims, losses and liabilities from Escrow Associates associated with the return of the conditions in Article VI is not met, Deposit Materials to Depositor and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion Beneficiary’s unilateral termination of the CommitmentsAgreement.

Fees. (a) The Borrowers, jointly and severally (but with respect to the Bermuda Borrower, only with respect to an amount of Commitments up to the amount of the Bermuda Borrower shall Borrowing Cap), agree to pay to the Administrative Agent, Agent for the account of each Revolving Lender in accordance with its Percentage, a commitment fee (in Dollars, which shall accrue at the “Applicable Commitment Fee”) at a rate per annum equal to Fee Rate on the product of amount by which (i) the Applicable Margin times U.S. Revolving Commitment of such Lender exceeds the U.S. Revolving Credit Exposure (excluding U.S. Swingline Exposure) of such Lender and (ii) the actual daily amount by which Alternative Currency Revolving Commitment of such Lender exceeds the Commitments exceed Alternative Currency Revolving Credit Exposure (excluding Alternative Currency Swingline Exposure) of such Lender , in each case, during the sum of (y) the Outstanding Amount of Revolving Loans period from and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from including the Closing Date until to but excluding the Revolving Credit Termination Date, including at any time during date on which one or more such Class of the conditions in Article VI is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Revolving Credit Termination DateCommitments terminate; provided, however, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Commitment Fee commitment fee accrued with respect to the Commitment 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 Borrowers 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 Borrowers prior to such time; and provided further that no commitment fee shall accrue on the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Commitment Fee Accrued commitment fees shall be calculated quarterly payable in arrearsarrears on the first calendar day of January, April, July and if there is any change in October of each year and on the Applicable Margin during any quarterdate on which the Commitments of the applicable Class terminate, commencing on the actual daily amount first such date to occur after the Closing Date. All commitment fees shall be computed on the basis of a year of 360 days and multiplied by shall be payable for the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes actual number of clarification, Swingline Loans shall not be considered outstanding for purposes of determining days elapsed (including the unused portion of first day but excluding the Commitmentslast day).

Fees. (a) The Borrower shall agrees to pay to the Administrative Agent, Agent for the account of each Revolving Credit Lender in accordance with its Revolving Credit Applicable Percentage, a non-refundable commitment fee (the “Commitment FeeFee(s)”) at a rate per annum equal to the product of (i) the Applicable Margin Rate times (ii) the actual daily amount by which the Aggregate Revolving Credit Commitments exceed the sum of (yA) the Outstanding Amount outstanding principal amount of all Revolving Loans (for the avoidance of doubt, not including Swing Line Loans) and (zB) all Letter of Credit Exposure; provided that, if such Revolving Credit Lender continues to have any outstanding Letter of Credit Exposure after its Revolving Credit Commitment terminates (other than Letter of Credit Exposure that is fully Cash Collateralized), then the Outstanding Amount of LC Obligations. The Commitment Fee shall continue to accrue at all times from on the Closing Date until the daily amount of such Revolving Credit Termination Date, Lender’s outstanding Letter of Credit Exposure from and including at the date on which its Revolving Credit Commitment terminates to but excluding the date on which such Revolving Credit Lender ceases to have any time during which one or more outstanding Letter of the conditions in Article VI Credit Exposure (other than Letter of Credit Exposure that is not met, and fully Cash Collateralized). Accrued Commitment Fees shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and DecemberDecember of each year and on the date on which the Revolving Credit Commitments terminate, commencing with on the first such date to occur after the Closing Date, and date hereof; provided that any Commitment Fees accruing after the date on which the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender Commitments terminate shall be a Defaulting Lender and (B) any payable on demand. All Commitment Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount Fees shall be computed on the basis of a year of 360 days and multiplied by shall be payable for the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes actual number of clarification, Swingline Loans shall not be considered outstanding for purposes of determining days elapsed (including the unused portion of first day but excluding the Commitmentslast day).

Fees. (a) The Applicable Borrower shall agrees to pay to the Administrative Agent, Agent for the account of each Revolving Lender in accordance with its Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin times (ii) the actual daily amount by fee, which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times the rate of 0.50% per annum on the daily amount of the Available Revolving Commitment of such Revolving Lender during the period from and including the Closing Amendment No. 5 Effective Date until to but excluding the date on which the last of the Revolving Credit Termination Date, including at any time during which one Commitments (or more Extended Revolving Commitments) of the conditions in Article VI is not met, and such Revolving Lender terminates. Accrued commitment fees shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and DecemberDecember of each year and on the date on which the last of the Revolving Commitments terminate, commencing with on the first such date to occur after the Closing Amendment No. 5 Effective Date, and ; provided that any commitment fees accruing after the date on the which such Revolving Credit Termination DateCommitments terminate shall be payable on demand; provided, that (A) no Commitment Fee further, that, following the delivery to the Administrative Agent of the Quarterly Compliance Certificate for the first full fiscal quarter ending after the Amendment No. 5 Effective Date, such commitment fee shall accrue be based on the Commitment of a Defaulting Lender so long First Lien Net Leverage Ratio as such Lender shall be a Defaulting Lender specified in the most recent Quarterly Compliance Certificate received by the Administrative Agent as follows: (x) if the First Lien Leverage Ratio is greater than 2.00:1.00, 0.50% per annum; and (By) any Commitment Fee accrued with respect if the First Lien Net Leverage Ratio is less than or equal to 2.00:1.00, 0.25%. Any increase or decrease in the Commitment of commitment fee resulting from 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. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarterFirst Lien Net Leverage Ratio shall become effective as of the first Business Day immediately following the date a Quarterly Compliance Certificate is delivered to the Administrative Agent; provided that the higher commitment fee level shall apply (x) as of the first Business Day after the date on which a Quarterly Compliance Certificate was required to have been delivered but was not delivered, and shall continue to so apply to and including the actual daily amount date on which such Quarterly Compliance Certificate is so delivered (and thereafter the commitment fee level otherwise determined in accordance with this Section 2.12(a) shall apply) or (y) the first Business Day after an Event of Default shall have occurred and be continuing, and shall continue to so apply to but excluding the date on which such Event of Default is cured or waived (and thereafter the commitment fee level otherwise determined in accordance with this Section 2.12(a) shall apply). All commitment fees shall be computed on the basis of a year of 360 days and multiplied by shall be payable for the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes actual number of clarification, Swingline Loans shall not be considered outstanding for purposes of determining days elapsed (including the unused portion of first day but excluding the Commitmentslast day).

Fees. (a) The Borrower Company shall pay to the Administrative Agent, Agent for the account of each US$ Lender, US$-Canadian Lender or Multi-Currency Lender commitment fees in accordance with its PercentageDollars on the daily average unused amount of such Lender's US$ Commitment, US$-Canadian Commitment or Multi-Currency Commitment, as the case may be, (for which purpose, (i) the aggregate amount of any Letter of Credit Liabilities under the US$ Commitments or the Multi-Currency Commitments shall be deemed to be a commitment fee PRO RATA (based on the “US$ Commitments or the Multi-Currency Commitments, as the case may be) use of each Lender's US$ Commitment Fee”or Multi-Currency Commitment, as the case may be, and (ii) the daily average amount of each US$-Canadian Lender's US$-Canadian Commitment shall be determined after giving effect to the allocation of the Canadian Commitments and the US$-Canadian Commitments pursuant to subsection 2.6 of Annex A hereto) for the period from the Effective Date to and including the earlier of the date the Revolving Commitments are terminated and the Commitment Termination Date, at a rate per annum equal to the product of (i) the Applicable Margin times (ii) the actual daily amount by which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times Rate in effect from the Closing Date until the Revolving Credit Termination Date, including at any time during which one or more of the conditions in Article VI is not met, and to time. Accrued commitment fees under this Section 2.03 shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, Quarterly Dates and on the earlier of the date the Revolving Credit Commitments are terminated and the Commitment Termination Date; provided, that (A) no Commitment Fee . The Company shall accrue pay to JPMorgan Chase Bank on the Commitment of a Defaulting Lender Effective Date syndication, agency and additional commitment fees in the amounts heretofore mutually agreed in writing. The Company shall pay to the Administrative Agent on the Effective Date and on each anniversary thereof, so long as such Lender shall be a Defaulting Lender any of the Commitments are in effect and (B) any Commitment Fee accrued with respect to the Commitment until payment in full of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender all Loans hereunder, all interest thereon and unpaid at such time shall not be all other amounts payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrearshereunder, and if there is any change an annual agency fee in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was heretofore mutually agreed in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion of the Commitmentswriting.

Fees. (a) The Borrower shall agrees to pay to the Administrative Agent, Agent for the account of each Lender (and in accordance with its Percentagethe case of any Defaulting Lender, subject to the provisos below) a commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin times (ii) the actual daily amount by fee, which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until Applicable Commitment Fee Rate on the Revolving Credit Termination Date, including at any time during which one or more daily unused amount of the conditions in Article VI is not met, Commitment of such Lender during the period from and shall be due and payable quarterly in arrears including the Effective Date to but excluding the date on the last Business Day of each March, June, September and December, commencing with the first which such date to occur after the Closing Date, and on the Revolving Credit Termination DateCommitment terminates; provided, however, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Commitment Fee commitment fee accrued with respect to any of the Commitment 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. The Lender except to the extent that such Commitment Fee shall be calculated quarterly in arrearsotherwise have been due and payable by the Borrower prior to such time, and if there is provided, further, that no commitment fee shall accrue on any change of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Accrued commitment fees shall be payable in arrears on the Applicable Margin during any quarterfirst Business Day following the last day of March, June, September and December of each year and on the actual daily amount date on which the Commitments terminate, commencing on the first such date to occur after the Effective Date. All commitment fees shall be computed on the basis of a year of 360 days and multiplied by shall be payable for the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effectactual number of days elapsed (including the first day but excluding the last day). For purposes of clarificationcomputing commitment fees, Swingline Loans a Commitment of a Lender shall not be considered outstanding for purposes of determining deemed to be used to the unused portion extent of the Commitmentsoutstanding Loans.

Fees. (a) The Borrower shall agrees to pay to the Administrative Agent, Agent for the account of each Lender in accordance with its Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin times (ii) the actual daily amount by fee, which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times the Applicable Rate on the average daily unused amount of each 2018 Extended Revolving Commitment of such Lender during the period from and including the Closing Original Effective Date until to but excluding the date on which the aggregate 2018 Extended Revolving Commitments terminate. The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at the Applicable Rate on the average daily unused amount of each Revolving Commitment of such Lender during the period from and to but excluding the date on which the aggregate Revolving Commitments terminate. Accrued commitment fees shall be payable in arrears in respect of the Revolving Credit Termination Date, including at any time during which one Commitments or more of the conditions in Article VI is not met, and shall be due and payable quarterly in arrears 2018 Extended Revolving Commitments on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, December of each year and on the date on which the Revolving Credit Termination Date; providedCommitments or 2018 Extended Revolving Commitments terminate, that (A) no Commitment Fee as applicable. All commitment fees shall accrue be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees with respect to Revolving Commitments, a Revolving Commitment of a Defaulting Lender so long as shall be deemed to be used to the extent of the outstanding Revolving Loans. For purposes of computing commitment fees with respect to 2018 Extended Revolving Commitments, a 2018 Extended Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding 2018 Extended Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time disregarded for 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. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion of the Commitmentspurpose).

Fees. (a) The Borrower shall pay agrees to pay, with respect to each Class of Revolving Credit Commitments, to each Revolving Credit Lender of such Class, through the Administrative Agent, for the account of each Lender in accordance with its Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin times (ii) the actual daily amount by which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until the Revolving Credit Termination Date, including at any time during which one or more of the conditions in Article VI is not met, and shall be due and payable quarterly in arrears on the last Business Day day of each March, June, September and December, December of each year (commencing with the first such date to occur in the first full fiscal quarter ending after the Closing Effective Date, ) and on each date on which the Revolving Credit Termination Date; providedCommitment of such Class of such Lender shall expire or be terminated as provided herein, that a commitment fee (Aa “Commitment Fee”) no equal to the Applicable Percentage per annum for such Revolving Credit Commitment Fee shall accrue of such Class of such Lender on the daily amount of the relevant Unused Revolving Credit Commitment of a Defaulting such Class of such Lender so long as during the preceding quarter (or other period ending with the date on which the Revolving Credit Commitment of such Class of such Lender shall be a Defaulting Lender and (B) terminated); provided that any Commitment Fee accrued with respect to the Revolving Credit Commitment of such Class 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. The , except to the extent that such Commitment Fee shall be calculated quarterly in arrearsotherwise have been due and payable by the Borrower prior to such time; and provided, and if there is any change in further, that no Commitment Fee shall accrue on the Applicable Margin during any quarter, the actual daily amount Revolving Credit Commitment of such Class of a Defaulting Lender so long as such Lender shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effecta Defaulting Lender. For purposes of clarificationcalculating the Commitment Fee only, Swingline Loans shall not be considered outstanding for purposes of determining the unused no portion of the CommitmentsRevolving Credit Commitments shall be deemed utilized as a result of outstanding Swingline Loans.

Fees. (ai) The Borrower In consideration for providing the Transition Services, the Recipients shall pay to Providers the Administrative Agentmonthly fees set forth on Exhibit A and Exhibit B, for plus applicable sales tax, value added tax or other similar tax, if applicable (collectively, the account “Fees”). Except as specifically set forth on Exhibit A or Exhibit B, within fifteen (15) days following the end of each Lender calendar month, Providers shall send the Recipients an invoice detailing the aggregate amount of Fees incurred or estimated to have been incurred during the immediately preceding month, which invoice shall be paid by the Recipients within fifteen (15) days following the date of the invoice (unless Recipients, in accordance good faith, dispute all or a portion of the amount thereof), subject to subsequent true-up invoices with its Percentagerespect to estimated Fees. Notwithstanding anything herein to the contrary, a commitment fee no Recipient shall withhold any payments to Providers under this Agreement and such payments shall be made without any other set-off or deduction, notwithstanding any dispute that may be pending between them, whether under this Agreement or otherwise (any required adjustment being made on subsequent invoices). Any invoice not paid within such fifteen (15) day period will accrue interest beginning on the “Commitment Fee”) day thereafter, and such interest will accrue until the date of payment at a rate per annum equal of two percent (2%) over the published U.S. prime lending rate available on Bloomberg U.S. Price Rate Index. Providers’ failure to invoice within fifteen (15) days following the end of a given calendar month for any Fees incurred during the previous calendar month shall not constitute a waiver of Provider’s right to subsequently invoice and collect such Fees. Except as otherwise expressly provided herein, the Transition Services will be provided pursuant to the product fee schedule and the currencies set forth on Exhibit A and Exhibit B only at locations of (i) the Applicable Margin times (ii) the actual daily amount by which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until the Revolving Credit Termination Date, including at any time during which one or more of the conditions in Article VI is not met, and shall be due and payable quarterly in arrears Providers existing on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion of the Commitmentshereof.

Fees. (a) The Borrower shall agrees to pay to the Administrative Agent, Agent for the account of each Lender in accordance with its Percentagea facility fee, a commitment fee which shall accrue at the Applicable Rate on the daily amount of the Commitment of such Lender (whether used or unused) during the “period from and including the Effective Date to but excluding the date on which such Commitment Fee”) at a rate per annum equal to the product of terminates; provided that, (i) if such Lender continues to have any Exposure after its Commitment terminates, then such facility fee shall continue to accrue on the Applicable Margin times daily amount of such Lender's Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Exposure, and (ii) if such Commitment termination is pursuant to the actual conversion of such Lender’s Loans to Term Loans pursuant to Section 2.01(c), such facility fee shall thereafter accrue on the daily outstanding principal amount by of such Lender’s Term Loan from and including the date on which such conversion occurs to but excluding the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligationsdate on which such Term Loan is paid in full. The Commitment Fee shall accrue at all times from the Closing Date until the Revolving Credit Termination Date, including at any time during which one or more of the conditions in Article VI is not met, and Accrued facility fees shall be due and payable quarterly in arrears on the last Business Day day of each March, June, September and DecemberDecember of each year, on the date on which the Commitments terminate and, if applicable, on the Term Loan Maturity Date, commencing with on the first such date to occur after the Closing Date, and date hereof; provided that any facility fees accruing after the date on which the Revolving Credit Termination Date; provided, that Commitments terminate (Aother than pursuant to the conversion of the Loans to Term Loans pursuant to Section 2.01(c)) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lenderon demand. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount All facility fees shall be computed on the basis of a year of 360 days and multiplied by shall be payable for the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes actual number of clarification, Swingline Loans shall not be considered outstanding for purposes of determining days elapsed (including the unused portion of first day but excluding the Commitmentslast day).

Fees. (a) The Borrower shall agrees to pay to the Administrative Agent, Agent for the account of each Lender in accordance with its Percentage, a commitment fee (the “Commitment Fee”) fee, which shall accrue at a rate equal to 0.25% per annum equal to on the product of (i) the Applicable Margin times (ii) the actual average daily amount by which of the Commitments exceed Tranche A Available Commitment and the sum Tranche A-1 Available Commitment, as applicable, of (y) such Lender during the Outstanding Amount of Revolving Loans period from and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from including the Closing Date until to but excluding the Revolving Credit Termination Date, including at date on which the Lenders’ Tranche A Commitments or Tranche A-1 Commitments terminate; provided that any time during which one or more of the conditions in Article VI is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Commitment Fee commitment fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the 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 provided further, that no commitment fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Commitment Fee Accrued commitment fees shall be calculated quarterly payable in arrearsarrears on the last Business Day of each March, June, September and if there is any change in December and on the Applicable Margin during any quarterdate on which the Commitments terminate, commencing on the actual daily amount first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and multiplied by shall be payable for the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effectactual number of days elapsed (including the first day but excluding the last day). For purposes of clarificationcalculating the commitment fees only, Swingline Loans shall not be considered outstanding for purposes of determining the unused no portion of the CommitmentsCommitments shall be deemed utilized as a result of outstanding Swingline Loans.

Fees. (a) The Borrower shall agrees to pay to each Revolving Facility Lender, through the Administrative Agent, for the account of each Lender in accordance with its Percentage, a commitment fee (the a “Commitment Fee”) on the average daily amount of the Available Unused Revolving Commitment of such Lender during the immediately preceding quarter (or other period commencing with the Effective Date and ending with the date on which the last of the Revolving Facility Commitment of such Lender shall be terminated) at a the rate per annum equal to set forth under the product caption “Commitment Fee Rate” in the definition of (i) the “Applicable Margin times (ii) the actual daily amount by which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC ObligationsMargin” herein. The Such Commitment Fee shall accrue at all times during the period from and including the Closing Effective Date until to but excluding the date on which such Revolving Credit Termination Date, Facility Commitment terminates. Commitment Fees accrued through and including at any time during which one or more of the conditions in Article VI is not met, and shall be due and payable quarterly in arrears on the last Business Day day of each March, June, September and DecemberDecember of each year shall be payable in arrears on the fifteenth (15th) day following such last day and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, commencing with on the first such date to occur after the Closing Effective Date, and . All Commitment Fees shall be computed on the basis of the actual number of days elapsed (including the first day and the last day of each period but excluding the date on which the Revolving Credit Termination Date; providedFacility Commitments terminate) in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect to the Commitment of a Defaulting Lender outstanding Swingline Loans during the period prior to the time for which such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender Lender’s Commitment Fee is calculated shall be a Defaulting Lender. The Commitment Fee shall deemed to be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion of the Commitmentszero.

Fees. (a) The Borrower shall pay to the Administrative Agent, Agent for the account of each Revolving Lender in accordance (other than a Defaulting Lender), with its Percentagerespect to such Revolving Lender’s Revolving Commitments of each Tranche and for the account of each Term Facility Lender (other than a Defaulting Lender), with respect to such Term Facility Lender’s Term Facility Commitments, a commitment fee for the period from and including the Closing Date (or, following the “conversion of any such Revolving Commitment Fee”into another Tranche, the applicable Extension Date) to but not including (x) for Revolving Commitments the earlier of (i) the date such Revolving Commitment is terminated or expires (or is modified to constitute another Tranche) and (ii) the R/C Maturity Date applicable to such Revolving Commitment, and (y) for Term Facility Commitments the date such Term Facility Commitment is terminated or expires, in each case, computed at a rate per annum equal to the product Applicable Fee Percentage in respect of such Tranche in effect from time to time during such period on the actual daily amount of such Revolving Lender’s Unutilized R/C Commitment in respect of such Tranche or such Term Facility Lender’s unutilized Term Facility Commitment, as applicable. Notwithstanding anything to the contrary in the definition of “Unutilized R/C Commitments,” for purposes of determining Unutilized R/C Commitments in connection with computing commitment fees with respect to Revolving Commitments, a Revolving Commitment of a Revolving Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and L/C Liability of such Revolving Lender. Any accrued commitment fee under this Section 2.05(a) in respect of any Revolving Commitment or Term Facility Commitment shall be payable in arrears on each Quarterly Date and on the earlier of (i) the Applicable Margin times date the applicable Revolving Commitment is modified to constitute another Tranche or Term Facility Commitment is terminated or expires, as applicable, and (ii) for any Revolving Commitment, the actual daily amount by which R/C Maturity Date applicable to such Revolving Commitment and, for any Term Facility Commitment, the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until the Revolving Credit Termination Date, including at any time during which one or more termination of the conditions in Article VI is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion of the CommitmentsTerm Facility Availability Period.

Fees. (a) The Borrower shall agrees to pay to the Administrative Agent, Agent a commitment fee for the account of each Lender in accordance with its PercentageRevolving Lender, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin times (ii) the actual daily amount by which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times the Applicable Rate on the average daily amount of the Available Revolving Commitment of such Lender during the period from and including the Closing Effective Date until to but excluding the date on which the Lenders’ Revolving Commitments terminate; provided that, if such Lender continues to have any Revolving Credit Termination DateExposure after its Revolving Commitment terminates, then such commitment fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the date on which its Revolving Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. The Borrower agrees to pay to the Administrative Agent a ticking fee for the account of each Term Lender, which shall accrue at any time during which one or more the Applicable Rate on the average daily amount of the conditions in Article VI is not met, undrawn portion of the Term Loan Commitment of such Lender during the period from and shall be due including the Effective Date to but excluding the date on which the Lenders’ Term Loan Commitments terminate. Commitment fees and payable quarterly in arrears on ticking fees accrued through and including the last Business Day day of each March, June, September and DecemberDecember of each year shall be payable in arrears on the fifteenth (15th) day following such last day and on the date on which the Revolving Commitments or all of the Term Loan Commitments, as applicable, terminate, commencing with on the first such date to occur after the Closing Date, date hereof. All commitment fees and on the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount ticking fees shall be computed on the basis of a year of 360 days and multiplied by shall be payable for the Applicable Margin separately for actual number of days elapsed (including the first day and last day of each period during such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining but excluding the unused portion date on which the Revolving Commitments or all of the Term Loan Commitments, as applicable, terminate).

Fees. (a) The Borrower shall agrees to pay (A) to the Administrative Agent, Agent for the account of each Revolving Lender in accordance with its Percentage, a commitment participation fee (the “Commitment LC Fee”) with respect to its participations in Letters of Credit, which shall accrue at a per annum rate equal to the Applicable Margin then in effect with respect to Revolving Loans that are Eurodollar Loans on the face amount of such Letters of Credit during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (B) to each LC Issuer a fronting fee, which shall accrue at the rate per annum equal to separately agreed upon (but no more than 0.125% per annum) between the product of (i) Borrower and such LC Issuer on the Applicable Margin times (ii) the actual average daily amount of the LC Exposure with respect to Letters of Credit issued by which such LC Issuer (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the Commitments exceed period from and including the sum Effective Date to but excluding the later of (y) the Outstanding Amount date of Revolving Loans and (z) the Outstanding Amount termination of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until the Revolving Credit Termination DateCommitments and the date on which there ceases to be any LC Exposure, as well as such LC Issuer’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. LC Fees and fronting fees accrued through and including at any time during which one or more of the conditions in Article VI is not met, and shall be due and payable quarterly in arrears on the last Business Day day of each March, June, September and DecemberDecember of each year shall be payable on the third Business Day following such last day, commencing with on the first such date to occur after the Closing Effective Date, and ; provided that all such fees shall be payable on the date on which the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue Commitments terminate and any such fees accruing after the date on which the Commitment of a Defaulting Lender so long as such Lender Revolving Credit Commitments terminate shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect payable on demand. Any other fees payable to the Commitment of a Defaulting Lender during the period prior LC Issuers pursuant to the time such Lender became a Defaulting Lender and unpaid at such time this paragraph shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lenderwithin 30 days after demand. The Commitment Fee shall be calculated quarterly in arrears, All LC Fees and if there is any change in the Applicable Margin during any quarter, the actual daily amount fronting fees shall be computed on the basis of a year of 360 days and multiplied by shall be payable for the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes actual number of clarification, Swingline Loans shall not be considered outstanding for purposes of determining days elapsed (including the unused portion of first day but excluding the Commitmentslast day).

Fees. (a) The Borrower shall agrees to pay (i) to the Administrative Agent, Agent for the account of each Lender a participation fee with respect to its participations in accordance with its Percentageeach Letter of Credit, a commitment fee which shall accrue at the Participation Fee Rate set forth in the definition of “Applicable Rate” on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the “period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment Fee”) at a rate per annum equal terminates and the date on which such Lender ceases to the product of (i) the Applicable Margin times have any LC Exposure, and (ii) to the actual daily amount by Issuing Bank for its own account a fronting fee, which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until Fronting Fee Rate set forth in the Revolving Credit Termination Date, including at any time during which one or more definition of “Applicable Rate” on the average daily amount of that portion of the conditions in Article VI is not metLC Exposure attributable to the Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure attributable to the Issuing Bank, as well as the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of each Letter of Credit or processing of drawings thereunder. Participation fees and shall be due fronting fees accrued through and payable quarterly in arrears on including the last Business Day day of each March, June, September and DecemberDecember of each year shall be payable on such last day, commencing with on the first such date to occur after the Closing Date, and on the Revolving Credit Termination Effective Date; provided, that (A) no Commitment Fee all such fees shall accrue be payable on the Commitment of a Defaulting Lender so long as date on which the Commitments terminate and any such Lender fees accruing after the date on which the Commitments terminate shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect payable on demand. Any other fees payable to the Commitment of a Defaulting Lender during the period prior Issuing Bank pursuant to the time such Lender became a Defaulting Lender and unpaid at such time this paragraph shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lenderwithin 10 days after demand. The Commitment Fee shall be calculated quarterly in arrears, All participation fees and if there is any change in the Applicable Margin during any quarter, the actual daily amount fronting fees shall be computed on the basis of a year of 360 days and multiplied by shall be payable for the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes actual number of clarification, Swingline Loans shall not be considered outstanding for purposes of determining days elapsed (including the unused portion of first day but excluding the Commitmentslast).

Fees. (a) The Borrower shall agrees to pay to the Administrative Agent, Agent for the account of each Lender in accordance with its Percentage, a Term Commitment a commitment fee, which fee shall accrue at the Applicable Rate on the daily amount of the Term Commitment of such Lender during the period from and including November 1, 2011 to but excluding the date on which such Term Commitment terminates (it being understood that the “Commitment Fee”) at a rate per annum equal initial Term Commitments shall be deemed terminated on the Funding Date). In addition, the Borrower agrees to pay to the product Administrative Agent for the account of each Lender with a Revolving Commitment a commitment fee, which fee shall accrue at the Applicable Rate on the daily amount of the difference between the Revolving Commitment of such Lender and the Revolving Credit Exposure of such Lender (excluding Swing Line Exposure) during the period from and including the earlier of (ix) the Applicable Margin times (ii) the actual daily amount by which the Commitments exceed the sum of November 1, 2011 and (y) the Outstanding Amount of Funding Date to but excluding the date on which such Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until the terminates provided that, if such Lender continues to have any Revolving Credit Termination DateExposure after its Revolving Commitment terminates, then such commitment fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including at the date on which its Revolving Commitment terminates to but excluding the date on which such Lender ceases to have any time during which one or more of the conditions in Article VI is not met, and Revolving Credit Exposure. Accrued commitment fees shall be due and payable quarterly in arrears on the last third Business Day following the last day of each March, June, September and DecemberDecember of each year and on the date on which the Revolving Commitments terminate, commencing with on the first such date to occur after the Closing Date, and on the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lenderdate hereof. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount All commitment fees shall be computed on the basis of a year of 360 days and multiplied by shall be payable for the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes actual number of clarification, Swingline Loans shall not be considered outstanding for purposes of determining days elapsed (including the unused portion of first day but excluding the Commitmentslast day).

Fees. (a) The Borrower shall agrees to pay to the Administrative Agent, Agent for the account of each Lender (and in accordance with its Percentagethe case of any Defaulting Lender, subject to the provisos below) a commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin times (ii) the actual daily amount by fee, which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until Applicable Commitment Fee Rate on the Revolving Credit Termination Date, including at any time during which one or more daily unused amount of the conditions in Article VI is not met, Commitment of such Lender during the period from and shall be due and payable quarterly in arrears including the Original Effective Date to but excluding the date on the last Business Day of each March, June, September and December, commencing with the first which such date to occur after the Closing Date, and on the Revolving Credit Termination DateCommitment terminates; provided, however, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Commitment Fee commitment fee accrued with respect to any of the Commitment 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. The Lender except to the extent that such Commitment Fee shall be calculated quarterly in arrearsotherwise have been due and payable by the Borrower prior to such time, and if there is provided, further, that no commitment fee shall accrue on any change of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Accrued commitment fees shall be payable in arrears on the Applicable Margin during any quarterfirst Business Day following the last day of March, June, September and December of each year and on the actual daily amount date on which the Commitments terminate, commencing on the first such date to occur after the Original Effective Date. All commitment fees shall be computed on the basis of a year of 360 days and multiplied by shall be payable for the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effectactual number of days elapsed (including the first day but excluding the last day). For purposes of clarificationcomputing commitment fees, Swingline Loans a Commitment of a Lender shall not be considered outstanding for purposes of determining deemed to be used to the unused portion extent of the Commitmentsoutstanding Loans.

Fees. (a) The Borrower shall agrees to pay to the Administrative Agent, for the account of each Lender in accordance with its Percentage, a commitment fee (the a “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin times (ii) the actual daily amount by which the Commitments exceed the sum of (y) the Outstanding Amount of each Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until the Lender, ratably in proportion to their Revolving Credit Termination DateCommitments, including at any time during for which one or more of the conditions in Article VI is not met, and payment shall be due and payable quarterly made in arrears through the Administrative Agent on the last Business Day day of each March, June, September and December, commencing with the first such date to occur December after the Closing Effective Date, and on the Revolving Credit Termination Date; provided, that (A) no applicable Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long Termination Date (as such Lender shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lenderdefined below). The Commitment Fee due to each Revolving Lender with respect to each Class of Revolving Credit Commitments shall accrue for a period commencing on the Effective Date (in the case of Revolving Credit Commitments) or the applicable Extension Date (in the case of all other Classes of Revolving Credit Commitments) and shall cease to accrue on the date (the “Commitment Fee Termination Date”) that is (i) in the case of Commitment Fees payable to Revolving Lenders, the later of (x) the date on which the Revolving Credit Commitment of such Revolving Lender shall be calculated quarterly in arrears, terminated as provided herein and if there is any change (y) the first Business Day after the end of the Revolving Credit Commitment Period and (ii) in the Applicable Margin during case of Commitment Fees payable to all Revolving Lenders holding any quarterother Class of Revolving Credit Commitment, the actual daily amount later of (x) the date on which such Revolving Credit Commitment shall be computed terminated as provided herein and (y) the Business Day after the end of the applicable Revolving Credit Commitment Period. The Commitment Fee accrued to each Revolving Lender shall equal the Commitment Fee Percentage multiplied by such Lender’s Commitment Fee Average Daily Amount (as defined below) for the Applicable Margin separately for each applicable Fiscal Quarter (or shorter period during such quarter that such Applicable Margin was in effectcommencing on the Effective Date and ending with the applicable Commitment Fee Termination Date). For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion of the Commitments.A Revolving Lender’s “

Fees. (a) The Borrower shall Borrowers agree to pay to the Administrative Agent, Agent for the account of each Revolving Lender in accordance with its Percentage, a commitment fee (the “Commitment Fee”) fee, which shall accrue at a rate per annum equal to the product of (i) the Applicable Margin times (ii) Rate on the actual daily amount by which the Commitments exceed Revolving Commitment of such Lender exceeds the sum of (y) the Outstanding Amount amount of Revolving Loans and L/C Exposure of such Lender (zbut, for the avoidance of doubt, excluding the Swingline Exposure of such Lender) during the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times period from and including the Closing Date until to but excluding the Revolving Credit Termination Date, including at date on which such Commitment terminates; provided that any time during which one or more of the conditions in Article VI is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Commitment Fee commitment fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower Borrowers 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 Borrowers prior to such time; and provided, further that no commitment fee shall accrue on the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Commitment Fee Accrued commitment fees shall be calculated quarterly payable in arrearsarrears on the last day of March, June, September and if there is any change in December of each year and on the Applicable Margin during any quarterdate on which the Revolving Commitments terminate, commencing on the actual daily amount first such date to occur after the Closing Date. All commitment fees shall be computed on the basis of a year of 360 days and multiplied by shall be payable for the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes actual number of clarification, Swingline Loans shall not be considered outstanding for purposes of determining days elapsed (including the unused portion of first day but excluding the Commitmentslast day).

Fees. (a) The Borrower shall agrees to pay to each Revolving Credit Lender, through the Administrative Agent, for the account of each Lender in accordance with its Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin times (ii) the actual daily amount by which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until the Revolving Credit Termination Date, including at any time during which one or more of the conditions in Article VI is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing DateDecember in each year, and on the date on which the Revolving Credit Termination DateCommitment of such Lender shall expire or be terminated as provided herein, a facility fee (a “Facility Fee”) equal to the Applicable Percentage per annum in effect from time to time on the daily amount of the Revolving Credit Commitment of such Lender (whether used or unused) during the preceding quarter (or shorter period commencing with the date hereof or ending with the Maturity Date or the date on which the Revolving Credit Commitment of such Lender shall expire or be terminated); providedprovided that, that (A) no if such Lender continues to have any Revolving Credit Exposure after its Revolving Credit Commitment terminates, then the Facility Fee shall continue to accrue (and be payable on demand) on the daily amount of such Lender’s Revolving Credit Exposure from and including the date on which its Revolving Credit Commitment terminates to and including the date on which such Lender ceases to have any Revolving Credit Exposure. All Facility Fees shall be computed on the basis of the actual number of days elapsed (including the first day but excluding the last day) in a year of 360 days. The Facility Fee due to each Lender shall commence to accrue on the date of this Agreement and shall cease to accrue on the later of the date on which the Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall expire or be a Defaulting Lender terminated as provided herein and (B) any Commitment Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion of the Commitmentshave no Revolving Credit Exposure.

Fees. (a) The Borrower shall agrees to pay (i) to the Administrative Agent, Agent for the account of each Revolving Lender (other than any Revolving Lender that is an Affected Lender of the type described in accordance with its Percentage, clauses (iii) or (iv) of Section 2.23(b)) a commitment participation fee (the “Commitment LC Fee”) with respect to its participations in Letters of Credit, which shall accrue at a per annum rate equal to the Applicable Margin then in effect with respect to Revolving Loans that are Eurodollar Loans on the face amount of such Letters of Credit during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each LC Issuer a fronting fee, which shall accrue at the rate per annum equal to separately agreed upon (but no more than 0.125% per annum) between the product of (i) Borrower and such LC Issuer on the Applicable Margin times (ii) the actual average daily amount of the LC Exposure with respect to Letters of Credit issued by which such LC Issuer (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the Commitments exceed period from and including the sum Effective Date to but excluding the later of (y) the Outstanding Amount date of Revolving Loans and (z) the Outstanding Amount termination of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until the Revolving Credit Termination DateCommitments and the date on which there ceases to be any LC Exposure, as well as such LC Issuer’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. LC Fees and fronting fees accrued through and including at any time during which one or more of the conditions in Article VI is not met, and shall be due and payable quarterly in arrears on the last Business Day day of each March, June, September and DecemberDecember of each year shall be payable on the third Business Day following such last day, commencing with on the first such date to occur after the Closing Effective Date, and ; provided that all such fees shall be payable on the date on which the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue Commitments terminate and any such fees accruing after the date on which the Commitment of a Defaulting Lender so long as such Lender Revolving Credit Commitments terminate shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect payable on demand. Any other fees payable to the Commitment of a Defaulting Lender during the period prior LC Issuers pursuant to the time such Lender became a Defaulting Lender and unpaid at such time this paragraph shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lenderwithin 30 days after demand. The Commitment Fee shall be calculated quarterly in arrears, All LC Fees and if there is any change in the Applicable Margin during any quarter, the actual daily amount fronting fees shall be computed on the basis of a year of 360 days and multiplied by shall be payable for the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes actual number of clarification, Swingline Loans shall not be considered outstanding for purposes of determining days elapsed (including the unused portion of first day but excluding the Commitmentslast day).

Fees. (a) The Borrower shall agrees to pay to each Lender, through the Administrative Agent, for the account of each Lender in accordance with its Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin times (ii) the actual daily amount by which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until the Revolving Credit Termination Date, including at any time during which one or more of the conditions in Article VI is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and DecemberDecember in each year and on each date on which any Commitment of such Lender shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to the Commitment Fee Rate on the daily unused amount of the Commitments of such Lender during the preceding quarter (or other period commencing with the first such date to occur after the Closing Date, and on hereof or ending with the Revolving Credit Termination DateMaturity Date or the date on which the Commitments of such Lender shall expire or be terminated); provided, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Commitment Fee commitment fee accrued with respect to any of the Commitment 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 provided, further, that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. The Commitment Fee due to each Lender shall commence to accrue on the date hereof and shall cease to accrue on the date on which the Commitment of such Lender shall expire or be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effectterminated as provided herein. For purposes of clarificationcalculating Commitment Fees only, Swingline Loans shall not be considered outstanding for purposes of determining the unused no portion of the CommitmentsRevolving Credit Commitments shall be deemed utilized as a result of outstanding Swingline Loans.

Fees. (a) The Borrower shall agrees to pay to the Administrative Agent, for the account of each Lender in accordance with its Percentage, a commitment fee (the a “Commitment Fee”) at to each Revolving Lender (other than a rate per annum equal to the product of (i) the Applicable Margin times (ii) the actual daily amount by Defaulting Lender), for which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until the Revolving Credit Termination Date, including at any time during which one or more of the conditions in Article VI is not met, and shall payment will be due and payable quarterly made in arrears through the Administrative Agent on the last Business Day of each March, June, September and DecemberDecember beginning on the last Business Day of March 2007, and on the Commitment Fee Termination Date (as defined below). The Commitment Fee due to each Revolving Lender (other than Defaulting Lenders) shall commence to accrue for a period commencing with on the first such date to occur Closing Date (or, in the case of a Revolving Lender which becomes a Revolving Lender after the Closing Date, the date on which such Revolving Lender becomes a Revolving Lender hereunder pursuant to Section 9.04(b)) and shall cease to accrue on the date (the “Commitment Fee Termination Date”) that is the earlier of (i) the date on which the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Revolving Lender shall be a Defaulting Lender terminated as provided herein and (Bii) any the first date after the end of the Revolving Credit Commitment Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting LenderPeriod. The Commitment Fee accrued to each Revolving Lender (other than Defaulting Lenders) shall be calculated quarterly in arrearsequal the Commitment Fee Percentage multiplied by such Revolving Lender’s Commitment Fee Average Daily Amount (as defined below) for the applicable quarter (or shorter period commencing on the Closing Date (or, and if there is any change in the Applicable Margin during any quartercase of a Revolving Lender which becomes a Revolving Lender after the Closing Date, the actual daily amount shall be computed date on which such Revolving Lender becomes a Revolving Lender hereunder pursuant to Section 9.04(b)) and multiplied by the Applicable Margin separately for each period during ending with such quarter that such Applicable Margin was in effectLender’s Commitment Fee Termination Date). For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion of the Commitments.A Revolving Lender’s “

Fees. (a) The Borrower US Borrowers shall pay to the Administrative Agent, Agent for the account of each US Revolving Credit Lender (other than any Defaulting Lenders) in accordance with its Applicable Lender Percentage, a commitment fee (for the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin times (ii) the actual daily amount by which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times period from the Closing Date until to but excluding the Maturity Date (or such earlier date on which the Revolving Credit Termination DateCommitments shall have expired or terminated) equal to the Commitment Fee Rate divided by three hundred and sixty (360) days and multiplied by the number of days in the Fiscal Quarter and then multiplied by the amount, including at any time during if any, by which one the Average Facility Balance with respect to the Revolving Credit Facility for such Fiscal Quarter (or more portion thereof that the US Revolving Credit Commitments are in effect) is less than the aggregate amount of the conditions US Revolving Credit Commitments; provided that if the Revolving Credit Commitments are terminated on a day other than the first day of a Fiscal Quarter, then any such fee payable for the Fiscal Quarter in Article VI is not met, which termination shall occur shall be paid on the effective date of such termination and shall be due and based upon the number of days that have elapsed during such period. The foregoing notwithstanding, in accordance with Section 2.20(b), the applicable lenders may consent to a different Commitment Fee Rate to be paid pursuant to the terms of any applicable Incremental Amendment or Extension Offer. Accrued Commitment Fees shall be payable quarterly in arrears on the last Business Day first day of each MarchJanuary, JuneApril, September July and December, commencing with the first such date to occur after the Closing Date, October of each year and on the date on which the Revolving Credit Termination Date; providedCommitments terminate, that (A) no commencing on July 1, 2017. All Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender Fees shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, for the actual daily amount shall be computed and multiplied by number of days elapsed (including the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining first day but excluding the unused portion of the Commitmentslast day).

Fees. (a) The Borrower shall Borrowers jointly and severally agree to pay to each Lender, through the Administrative Agent, on each March 31, June 30, September 30 and December 31 and on the date on which the Commitment of such Lender shall be terminated as provided herein, a facility fee (each, a “Facility Fee,” and collectively, the “Facility Fees”), calculated as specified below, on the amount of the Commitment of such Lender, whether used or unused, during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Termination Date applicable to such Lender or any date on which the Commitment of such Lender shall be terminated). All Facility Fees shall be computed on the basis of a year of 365 or 366 days and shall be payable for the account actual number of days elapsed (including the first day but excluding the last day). The Facility Fee due to each Lender in accordance with its Percentageshall commence to accrue on the Closing Date and shall cease to accrue on the earlier of the Termination Date applicable to such Lender and the termination of the Commitment of such Lender as provided herein, provided that, to the extent that any Lender has any Credit Exposure which remains outstanding after the Termination Date, the Facility Fee due to such Lender shall continue to accrue on such Credit Exposure and shall be payable upon demand. The Facility Fee for each Lender shall be calculated as a commitment fee (the “Commitment Fee”) at a rate per annum rate in an amount equal to the product of (i) such Lender’s Commitment hereunder and the Applicable Margin times (ii) applicable percentage specified in the actual daily amount table below, to be determined based upon the Ratings received from S&P and Mxxxx’x by Weyerhaeuser: Lxxxx 0 Xxxxx 0 Xxxxx 0 Xxxxx 0 Xxxxx 5 S&P: A- or better BBB+ BBB BBB- Below BBB- Mxxxx’x: A3 or better Bxx0 Xxx0 Xxx0 Below Baa3 Facility Fee 0.07 % 0.08 % 0.10 % 0.125 % 0.15 % The Facility Fees shall change effective as of the date on which the Commitments exceed applicable rating agency announces any change in its Ratings. In the sum event either S&P or Mxxxx’x shall withdraw or suspend its Ratings, the remaining Rating announced by either S&P or Mxxxx’x, as the case may be, shall apply. In the event neither agency shall provide a Rating, the Facility Fees shall be based on the lowest rating provided above. If the Ratings by S&P and Mxxxx’x are split so that two consecutive Levels (as defined in the table above) apply, the higher of (y) those Ratings shall determine the Outstanding Amount of Revolving Loans applicable percentage to calculate the Facility Fee. If the Ratings by S&P and (z) Mxxxx’x are split so that the Outstanding Amount of LC Obligationsapplicable Levels in the table above are separated by only one intermediate Level, then such intermediate Level shall determine the applicable percentage to calculate the Facility Fee. If the Ratings by S&P and Mxxxx’x are split so that the applicable Levels in the table above are separated by two intermediate Levels, then the intermediate Level representing one Level higher than the lowest Rating shall determine the applicable percentage to calculate the Facility Fee. The Commitment Fee shall accrue at all times from the Closing Date until the Revolving Credit Termination Date, including at any time during which one or more of the conditions in Article VI is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee Facility Fees shall be calculated quarterly in arrearsby the Administrative Agent, and if there is any change in the Applicable Margin during any quarter, the actual daily amount which calculation absent manifest error shall be computed final and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion of the Commitmentsbinding on all parties.

Fees. (a) The Borrower shall agrees to pay to the Administrative Agent, for the account of each Lender in accordance with its Percentage, a commitment fee (the a “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin times (ii) the actual daily amount by each Revolving Lender, for which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until the Revolving Credit Termination Date, including at any time during which one or more of the conditions in Article VI is not met, and shall payment will be due and payable quarterly made in arrears through the Administrative Agent on the last Business Day day of each March, June, September and December, commencing with the first such date to occur December beginning after the Closing Effective Date, and on the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long Termination Date (as such Lender shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lenderdefined below). The Commitment Fee due to each Revolving Lender shall commence to accrue for a period commencing on the Effective Date and shall cease to accrue on the date (the “Commitment Fee Termination Date”) that is the earlier of (i) the date on which the Revolving Credit Commitment of such Revolving Lender shall be calculated quarterly in arrears, terminated as provided herein and if there is any change in (ii) the Applicable Margin during any quarter, first date after the actual end of the Revolving Credit Commitment Period. The Commitment Fee accrued to each Revolving Lender shall equal the Commitment Fee Percentage multiplied by such Lender’s Commitment Fee Average Daily Amount (as defined below) for the applicable quarter (or shorter period commencing on the date of this Agreement and ending with such Lender’s Commitment Fee Termination Date). A Revolving Lender’s “Commitment Fee Average Daily Amount” with respect to a calculation period shall equal the average daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that period calculated using the daily amount of such Applicable Margin was in effect. For purposes Revolving Lender’s Revolving Credit Commitment less such Revolving Lender’s Revolving Credit Exposure (excluding clause (c) of clarification, Swingline Loans shall not be considered outstanding the definition thereof for purposes of determining the unused portion Commitment Fee Average Daily Amount only) for any applicable days during such Revolving Lender’s Revolving Credit Commitment Period. All Commitment Fees shall be computed on the basis of the Commitmentsactual number of days elapsed in a year of 360 days.

Fees. (a) The Borrower shall Company agrees to pay to the Administrative Agent, Agent for the account of each Revolving Lender in accordance with its Percentagea facility fee, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin times (ii) the actual daily amount by which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until Applicable Rate on the daily Dollar Amount of the Revolving Commitment of such Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Termination DateExposure after its Revolving Commitment terminates, including at any time during which one or more of the conditions in Article VI is not met, and then such facility fee shall be due and payable quarterly in arrears continue to accrue on the last Business Day daily Dollar Amount of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Lender’s Revolving Credit Termination DateExposure from and including the date on which its Revolving Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure; provided, however, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Commitment Fee facility fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower Company so long as such Lender shall be a Defaulting Lender except to the extent that such facility fee shall otherwise have been due and payable by the Company prior to such time; and provided further that no facility fee shall accrue on the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Commitment Fee Accrued facility fees shall be calculated quarterly payable in arrearsarrears on the last day of March, June, September and if there is December of each year and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any change in facility fees accruing after the Applicable Margin during any quarter, date on which the actual daily amount Revolving Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and multiplied by shall be payable for the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes actual number of clarification, Swingline Loans shall not be considered outstanding for purposes of determining days elapsed (including the unused portion of first day but excluding the Commitmentslast day).

Fees. (a) The Parent Borrower shall agrees to pay to each Revolving Credit Lender under the initial Revolving Credit Facility, through the Administrative Agent, for the account of each Lender in accordance with its Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin times (ii) the actual daily amount by which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until the Revolving Credit Termination Date, including at any time during which one or more of the conditions in Article VI is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and DecemberDecember of each year, commencing with December 31, 2015, and on each date on which the first Revolving Credit Commitment of such date Lender under such Revolving Credit Facility shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to occur the Applicable Percentage per annum on the actual daily unused amount of the Revolving Credit Commitment of such Lender during the preceding quarter (or other period commencing on or after the Closing Date, and Date or ending with the applicable Revolving Credit Maturity Date or the date on which the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender under such Revolving Credit Facility shall be a Defaulting Lender and (B) terminated); provided any Commitment Fee accrued with respect to the Revolving Credit Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Parent Borrower so long as such Lender shall be a Defaulting Lender. The , except to the extent that such Commitment Fee shall otherwise have been due and payable by the Parent Borrower prior to such time; and provided, further, that no Commitment Fee shall accrue on the Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be calculated quarterly in arrears, and if there is any change in a Defaulting Lender. Notwithstanding the Applicable Margin during any quarterforegoing, the actual daily amount provisions of this Section 2.05(a) to the extent otherwise applicable to Extended Revolving Credit Commitments shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was subject to modification as expressly provided in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion of the CommitmentsSection 2.25.

Fees. (a) The Borrower shall Company agrees to pay to the Administrative Agent, in US Dollars, for the account of the office (or Affiliate) of each Lender from which such Lender would make Loans to the Company in accordance with its PercentageUS Dollars hereunder (which office or Affiliate shall be specified by each Multicurrency Tranche Lender and Australian Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin times (ii) the actual daily amount by facility fee, which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until Applicable Rate on the Revolving Credit Termination Date, including at any time during which one or more daily aggregate amount of the conditions in Article VI is not metUS Dollar Equivalent of the Commitments of such Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which the last of such Commitments terminates; provided that, if such Lender continues to have any Revolving Exposure or Competitive Loan Exposure after its Commitments terminate, then such facility fee shall continue to accrue on the daily amount of such Lender's Revolving Exposures and Competitive Loan Exposure from and including the date on which the last of its Commitments terminates to but excluding the date on which such Lender ceases to have any Revolving Exposure or Competitive Loan Exposure. Accrued facility fees shall be due and payable quarterly in arrears on the last Business Day day of each March, June, September and December, December of each year (commencing with on the first such date to occur after the Closing Datedate hereof), on each date on which the Commitments of a Class terminate and on the Revolving Credit Termination Maturity Date; provided, provided that (A) no Commitment Fee shall accrue on any facility fees accruing after the Commitment of a Defaulting Lender so long as such Lender Maturity Date shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lenderon demand. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount All facility fees shall be computed on the basis of a year of 360 days and multiplied by shall be payable for the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes actual number of clarification, Swingline Loans shall not be considered outstanding for purposes of determining days elapsed (including the unused portion of first day but excluding the Commitmentslast day).

Fees. (a) The Borrower shall agrees to pay to each Revolving Credit Lender, through the Administrative Agent, for the account of each Lender in accordance with its Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin times (ii) the actual daily amount by which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until the Revolving Credit Termination Date, including at any time during which one or more of the conditions in Article VI is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and DecemberDecember in each year and on each date on which any Revolving Credit Commitment of such Lender shall expire or be terminated as provided herein, a commitment fee (a “Revolving Credit Commitment Fee”) equal to the Revolving Credit Commitment Fee Rate per annum on the daily unused amount of the Revolving Credit Commitment of such Lender during the preceding quarter (or other period commencing with the first date hereof or ending with the Revolving Credit Maturity Date or the date on which the Revolving Credit Commitments of such date Lender shall expire or be terminated). The Borrower agrees to occur after pay to each Lender, through the Closing DateAdministrative Agent, on the last Business Day of March, June, September and December in each year and on the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue date on which the Delayed Draw Term Loan Commitment of a Defaulting Lender so long as such Lender shall expire or be terminated as provided herein, a Defaulting Lender and commitment fee (Ba “Term Commitment Fee”) any equal to the Applicable Term Commitment Fee accrued with respect to Rate per annum on the daily unused amount of the Delayed Draw Term Loan Commitment of a Defaulting such Lender during the preceding quarter (or other period prior to commencing with the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by date hereof or ending with the Borrower so long as Delayed Draw Commitment Termination Date or the date on which the Delayed Draw Term Loan Commitment of such Lender shall expire or be a Defaulting Lenderterminated). The All Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount Fees shall be computed and multiplied by on the Applicable Margin separately for each period during such quarter that such Applicable Margin was basis of the actual number of days elapsed in effecta year of 360 days. For purposes of clarificationcalculating Revolving Credit Commitment Fees only, Swingline Loans shall not be considered outstanding for purposes of determining the unused no portion of the CommitmentsRevolving Credit Commitments shall be deemed utilized as a result of outstanding Swingline Loans.

Fees. (a) The Borrower shall agrees to pay to the Administrative Agent, Agent for the account of each Lender (and in accordance with its Percentagethe case of any Defaulting Lender, subject to the provisos below) a commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin times (ii) the actual daily amount by fee, which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until Applicable Commitment Fee Rate on the daily unused amount of the Revolving Credit Termination Date, Commitment of such Lender during the period from and including at any time during the Effective Date to but excluding the date on which one or more of the conditions in Article VI is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Revolving Credit Termination DateCommitment terminates; provided, however, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Commitment Fee commitment fee accrued with respect to any of the Commitment 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. The Lender except to the extent that such Commitment Fee shall be calculated quarterly in arrearsotherwise have been due and payable by the Borrower prior to such time, and if there is provided, further, that no commitment fee shall accrue on any change of the Revolving Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Accrued commitment fees shall be payable in arrears on the Applicable Margin during any quarterfirst Business Day following the last day of March, June, September and December of each year and on the actual daily amount date on which the Revolving Commitments terminate, commencing on the first such date to occur after the Effective Date. All commitment fees shall be computed on the basis of a year of 360 days and multiplied by shall be payable for the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effectactual number of days elapsed (including the first day but excluding the last day). For purposes of clarificationcomputing Commitment Fees, Swingline Loans a Revolving Commitment of a Lender shall not be considered outstanding for purposes of determining deemed to be used to the unused portion extent of the Commitmentsoutstanding Revolving Loans of such Lender.

Fees. (a) The Borrower shall agrees to pay to each Lender, through the Administrative Agent, for the account of each Lender in accordance with its Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin times (ii) the actual daily amount by which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until the Revolving Credit Termination Date, including at any time during which one or more of the conditions in Article VI is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and DecemberDecember in each year and on each date on which any Commitment of such Lender shall expire or be terminated as provided herein, a commitment fee (a "Commitment Fee") equal to 0.50% per annum on the daily unused amount of the Commitments of such Lender (other than the Swingline Commitment) during the preceding quarter (or other period commencing with the first such date to occur after the Closing Date, and on hereof or ending with the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue Maturity Date or the date on which the Commitment Commitments of a Defaulting Lender so long as such Lender shall expire or be a Defaulting Lender and (B) terminated); provided that any Commitment Fee commitment fee accrued with respect to any of the Commitment 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 provided, further that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. The Commitment Fee due to each Lender shall commence to accrue on the date hereof and shall cease to accrue on the date on which the Commitment of such Lender shall expire or be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effectterminated as provided herein. For purposes of clarificationcalculating Commitment Fees only, Swingline Loans shall not be considered outstanding for purposes of determining the unused no portion of the CommitmentsRevolving Credit Commitments shall be deemed utilized as a result of outstanding Swingline Loans.

Fees. As compensation for the performance of its obligations as Collateral Manager hereunder and under the Indenture, the Collateral Manager will be entitled to receive (i) a fee, payable quarterly in arrears on each Payment Date in accordance with the Priority of Payments, equal to 0.15% per annum of the Net Outstanding Portfolio Balance (the “Senior Collateral Management Fee”) and (ii) an additional fee, payable quarterly in arrears on each Payment Date in accordance with the Priority of Payments, equal to 0.25% per annum of the Net Outstanding Portfolio Balance (the “Subordinate Collateral Management Fee” and, together with the Senior Collateral Management Fee, the “Collateral Management Fee”). Each Collateral Management Fee will be calculated for each Interest Accrual Period assuming a 360-day year with twelve (12) thirty-day months. The Collateral Management Fee will be calculated based on the Net Outstanding Portfolio Balance as of the first day of the applicable Interest Accrual Period. If on any Payment Date there are insufficient funds to pay such fees (and/or any other amounts due and payable to the Collateral Manager) in full, in accordance with the Priority of Payments, the amount not so paid shall be deferred and such amounts shall be payable on such later Payment Date on which funds are available therefor as provided in the Priority of Payments set forth in the Indenture. Any accrued and unpaid Senior Collateral Management Fee that is deferred due to the operation of the Priority of Payments shall accrue interest at a per annum rate equal to LIBOR in effect for the applicable Interest Accrual Period computed on an actual 360-day basis. Any accrued and unpaid Subordinate Collateral Management Fee that is deferred due to the operation of the Priority of Payments shall accrue interest at a per annum rate equal to LIBOR in effect for the applicable Interest Accrual Period on an actual 360-day basis. Notwithstanding any other provision hereof, the aggregate amount of all accrued but unpaid Subordinate Collateral Management Fee payable on the final Payment Date or, if earlier, following the winding up of the Issuer shall be equal to the lesser of (a) the nominal amount thereof and (b) the amount available for payment under the Priority of Payments. The Borrower shall pay Collateral Manager hereby agrees not to cause the filing of a petition in bankruptcy against the Issuer for the nonpayment to the Administrative Agent, for the account Collateral Manager of each Lender any amounts due it hereunder except in accordance with its PercentageSection 18 hereof and, a commitment fee (the “Commitment Fee”) at a rate per annum equal subject to the product provisions of (i) Section 12, to continue to serve as Collateral Manager. If this Agreement is terminated pursuant to Section 12 hereof or otherwise, the Applicable Margin times (ii) accrued fees payable to the actual daily amount by which Collateral Manager shall be prorated for any partial periods between the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until the Revolving Credit Termination Date, including at any time Payment Dates during which one or more of the conditions this Agreement was in Article VI is not met, effect and shall be due and payable quarterly in arrears on the last Business Day first Payment Date following the date of each Marchsuch termination, June, September and December, commencing together with all expenses payable to the first such date to occur after the Closing DateCollateral Manager in accordance with Section 6 hereof, and on the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect subject to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion provisions of the CommitmentsIndenture and the Priority of Payments.

Fees. (a) The Borrower shall Company agrees to pay to the Administrative Agent, Agent for the account of each Lender in accordance with its Percentage, under each Facility a non-refundable commitment fee (the “Commitment FeeFees”) ), which shall accrue at a rate per annum equal to the product of Applicable Rate on (i) with respect to the Applicable Margin times Revolving Facility, the average Available Revolving Commitment of such Revolving Lender during the period from and including the Effective Date to but excluding the date on which such Revolving Commitment terminates; provided that, if such Revolving Lender continues to have any Revolving Credit Exposure after its Revolving Commitment terminates, then such commitment fee shall continue to accrue on the daily amount of such Revolving Lender’s Revolving Credit Exposure from and including the date on which its Revolving Commitment terminates to but excluding the date on which such Revolving Lender ceases to have any Revolving Credit Exposure and (ii) with respect to each of the actual Tranche A-1 Term Loan Facility and Tranche A-2 Term Loan Facility, the aggregate daily amount by of such Term Loan Lender’s unused Tranche A-1 Term Loan Commitments and/or Tranche A-2 Term Loan Commitments during the period from and including January 6, 2019 to but excluding the date on which the Tranche A-1 Term Loan Commitments exceed or Tranche A-2 Term Loan Commitments, as the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligationscase may be, terminate in full. The Accrued Commitment Fee shall accrue at all times from the Closing Date until the Revolving Credit Termination Date, including at any time during which one or more of the conditions in Article VI is not met, and Fees under each Facility shall be due and payable quarterly in arrears on the last Business Day day of each March, June, September and DecemberDecember of each year and on the date on which the relevant Commitments for the relevant Facility terminate, commencing with on the first such date to occur after the Closing Date, and on the Revolving Credit Termination Effective Date; provided, provided that (A) no any Commitment Fee shall accrue Fees accruing after the date on which the Commitment of a Defaulting Lender so long as such Lender Commitments under the relevant Facility terminate shall be a Defaulting Lender and (B) any payable on demand. All Commitment Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount Fees shall be computed on the basis of a year of 360 days and multiplied shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Commitment Fees payable hereunder shall initially be calculated and paid on each relevant date based on the Indicative Ratings then in effect (whether or not such have been publicly announced at such time). If, subsequent to the date on which Commitment Fees are initially calculated and paid, any Initial Confirmed Public Debt Rating issued by S&P, Xxxxx’x or Fitch is lower than the Applicable Margin separately Indicative Ratings, or the Indicative Ratings are withdrawn or changed, then (a) such lower Initial Confirmed Public Debt Ratings shall be deemed to have been in effect on each prior date on which any such Commitment Fee was calculated and/or paid and (b) the Company will pay to the Administrative Agent for the account of each period during Lender under the relevant Facility any incremental Commitment Fees that would have been payable on such quarter that earlier relevant dates had such Applicable Margin was lower Initial Confirmed Public Debt Rating been in effect. For purposes of clarificationeffect or had such Indicative Ratings been withdrawn or changed on such earlier dates, Swingline Loans shall not with such incremental Commitment Fees to be considered outstanding for purposes of determining the unused portion of the Commitmentspayable within five business days after such Initial Confirmed Public Debt Rating is issued by S&P, Xxxxx’x or Fitch.

Fees. (a) The Borrower shall agrees to pay to the Administrative Agent, Agent a commitment fee for the account of each Lender in accordance with its PercentageLender, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin times (ii) the actual daily amount by which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until Applicable Rate on the daily amount of the undrawn portion of the Revolving Credit Termination Date, Commitment of such Lender during the period from and including at any time during the Effective Date to but excluding the date on which one or more the Lenders’ Revolving Commitments terminate; it being understood that the LC Exposure of a Lender shall be included and the Swingline Exposure of a Lender shall be excluded in the drawn portion of the conditions in Article VI is not metRevolving Commitment of such Lender for purposes of calculating the commitment fee; provided that, and if such Lender continues to have any Revolving Exposure after its Revolving Commitment terminates, then such commitment fee shall be due and payable quarterly in arrears continue to accrue on the daily amount of such Xxxxxx’s Revolving Exposure from and including the date on which its Revolving Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Exposure. Commitment fees accrued through and including the last Business Day day of each March, June, September and DecemberDecember of each year shall be payable in arrears on the fifteenth (15th) day following such last day of March, June, September and December and on the date on which the Revolving Commitments terminate, commencing with on the first such date to occur after the Closing Date, and date hereof; provided that any commitment fees accruing after the date on which the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender Commitments terminate shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lenderon demand. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount All commitment fees shall be computed on the basis of a year of 360 days and multiplied by shall be payable for the Applicable Margin separately for actual number of days elapsed (including the first day and last day of each period during such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining but excluding the unused portion of date on which the CommitmentsRevolving Commitments terminate).

Fees. (a) The Borrower shall agrees to pay to the Administrative Agent, Agent for the account of each Revolving Credit Lender in accordance with its Percentagea facility fee, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin times (ii) the actual daily amount by which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times the Facility Fee Rate on the average daily unused portion of the Revolving Credit Commitment of such Revolving Credit Lender during the period from and including the Closing Effective Date until to but excluding the Revolving Credit Termination Date; provided that, if such Revolving Credit Lender continues to have any Revolving Credit Exposure after its Revolving Credit Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Revolving Credit Lender’s Revolving Credit Exposure from and including at the date on which its Commitment terminates to but excluding the date on which such Revolving Credit Lender ceases to have any time during which one or more of the conditions in Article VI is not met, and Revolving Credit Exposure. Accrued facility fees shall be due and payable quarterly in arrears on the last Business Day day of November, February, May, and August of each Marchyear and on the Revolving Credit Termination Date (and on any later date upon which Revolving Credit Exposure ceases to exist, June, September and Decemberif any), commencing with on the first such date to occur after the Closing Date, and date hereof; provided that any facility fees accruing after the date on which the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender Commitments terminate shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lenderon demand. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount All facility fees shall be computed on the basis of a year of 360 days and multiplied by shall be payable for the Applicable Margin separately actual number of days elapsed (including the first day but excluding the last day). Upon a Default that with the passage of time or the giving of notice or both would constitute an Event of Default under subsections (a) and (b) of Article VII, all fees and other amounts (except for each period during the Letter of Credit Fee) will bear interest at two percent per annum above the rate applicable to ABR Loans, until such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion of the CommitmentsDefault is cured or waived.

Fees. (a) The Borrower shall agrees to pay to the Administrative Agent, Agent for the account of each Lender in accordance with its Percentage, a commitment fee (the “Commitment Fee”) fee, which shall accrue at a rate per annum equal to the product of (i) the Applicable Margin times Rate on the average daily unused amount of each Revolving Commitment and (ii) the actual Delayed Draw Commitment Fee Rate on the average daily unused amount by of each Delayed Draw Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which the aggregate Revolving Commitments exceed the sum and Delayed Draw Commitments, as applicable, terminate. Accrued commitment fees shall be payable in arrears in respect of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until the Revolving Credit Termination Date, including at any time during which one or more of the conditions in Article VI is not met, and shall be due and payable quarterly in arrears Commitments on the last Business Day of each March, June, September and DecemberDecember of each year and on the date on which the Revolving Commitments terminate, commencing with on the first such date to occur after the Closing Datedate hereof. Accrued commitment fees shall be payable in arrears in respect of the Delayed Draw Commitments on the last Business Day of March, June, September and December of each year and on the Revolving Credit Termination Date; provideddate on which the Delayed Draw Commitments terminate if all Loans are repaid and all Commitments terminate on such date, that (A) no Commitment Fee shall accrue commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees with respect to Revolving Commitments, a Revolving Commitment of a Defaulting Lender so long as shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time disregarded for 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. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion of the Commitmentspurpose).

Fees. (a) (i) The Borrower shall pay agrees to pay, with respect to each Class of US Revolving Credit Commitments, to each US Revolving Credit Lender of such Class, through the Administrative Agent, for the account of each Lender in accordance with its Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin times (ii) the actual daily amount by which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until the Revolving Credit Termination Date, including at any time during which one or more of the conditions in Article VI is not met, and shall be due and payable quarterly in arrears on the last Business Day day of each March, June, September and December, December of each year (commencing with the first such date to occur in the first full fiscal quarter ending after the Closing Effective Date, ) and on each date on which the US Revolving Credit Termination Date; providedCommitment of such Class of such Lender shall expire or be terminated as provided herein, that a commitment fee (Aa “US Commitment Fee”) no equal to the Applicable Percentage per annum for such US Revolving Credit Commitment Fee shall accrue of such Class of such Lender on the daily amount of the relevant Unused US Revolving Credit Commitment of a Defaulting such Class of such Lender so long as during the preceding quarter (or other period ending with the date on which the US Revolving Credit Commitment of such Class of such Lender shall be a Defaulting Lender and (B) terminated); provided that any US Commitment Fee accrued with respect to the US Revolving Credit Commitment of such Class 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. The , except to the extent that such US Commitment Fee shall be calculated quarterly in arrearsotherwise have been due and payable by the Borrower prior to such time; and provided, and if there is any change in further, that no US Commitment Fee shall accrue on the Applicable Margin during any quarter, the actual daily amount US Revolving Credit Commitment of such Class of a Defaulting Lender so long as such Lender shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effecta Defaulting Lender. For purposes of clarificationcalculating the US Commitment Fee only, Swingline Loans shall not be considered outstanding for purposes of determining the unused no portion of the CommitmentsUS Revolving Credit Commitments shall be deemed utilized as a result of outstanding US Swingline Loans.

Fees. (a) (i) The US Borrower shall agrees to pay to the Administrative Agent, Agent for the account of each Lender in accordance with its Percentagean unused commitment fee, a commitment fee (the “Commitment Fee”) which shall accrue at a rate per annum equal to the product of (i) the Applicable Margin times on the daily amount of the unused US Revolving Loan Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which such US Revolving Loan Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure with respect to the US Revolving Loans after its US Revolving Loan Commitment terminates, then such unused commitment fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure with respect to the US Revolving Loans from and including the date on which its US Revolving Loan Commitment terminates to but excluding the date on which such Lender ceases to have any US Revolving Credit Exposure with respect to the US Revolving Loans. (ii) The EUR Borrower agrees to pay to the actual daily amount by Administrative Agent for the account of each Lender an unused commitment fee, which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times the Applicable Margin on the daily amount of the unused EUR Revolving Loan Commitment of such Lender during the period from and including the Closing Effective Date until to but excluding the date on which such EUR Revolving Loan Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Termination DateExposure with respect to the EUR Revolving Loans after its EUR Revolving Loan Commitment terminates, then such unused commitment fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure with respect to the EUR Revolving Loans from and including at the date on which its EUR Revolving Loan Commitment terminates to but excluding the date on which such Lender ceases to have any time during which one or more of Revolving Credit Exposure with respect to the conditions in Article VI is not met, and EUR Revolving Loans. (iii) Accrued unused commitment fees shall be due and payable quarterly in arrears on the last Business Day day of each March, June, September and DecemberDecember of each year and on the date on which the Revolving Loan Commitments terminate, commencing with on the first such date to occur after the Closing Date, and date hereof; provided that any unused commitment fees accruing after the date on which the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender Loan Commitments terminate shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lenderon demand. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount All unused commitment fees shall be computed on the basis of a year of 360 days and multiplied by shall be payable for the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes actual number of clarification, Swingline Loans shall not be considered outstanding for purposes of determining days elapsed (including the unused portion of first day but excluding the Commitmentslast day).

Fees. (a) The Borrower shall agrees to pay (i) to the Administrative Agent, Agent for the account of each Revolving Lender in accordance with its Percentage, (other than any Revolving Lender that is a commitment Defaulting Lender) a participation fee (the “Commitment LC Fee”) with respect to its participations in Letters of Credit, which shall accrue at a per annum rate equal to the Applicable Margin then in effect with respect to Revolving Loans that are Eurodollar Advances on the face amount of such Letters of Credit during the period from and including the Closing Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each LC Issuer a fronting fee, which shall accrue at the rate per annum equal to separately agreed upon (but no more than 0.125% per annum) between the product of (i) Borrower and such LC Issuer on the Applicable Margin times (ii) the actual daily amount of the LC Exposure with respect to Letters of Credit issued by which such LC Issuer (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans period from and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from including the Closing Date until to but excluding the later of the date of termination of the Revolving Credit Termination DateCommitments and the date on which there ceases to be any LC Exposure, as well as such LC Issuer’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. LC Fees and fronting fees accrued through and including at any time during which one or more of the conditions in Article VI is not met, and shall be due and payable quarterly in arrears on the last Business Day day of each March, June, September and DecemberDecember of each year shall be payable on the third Business Day following such last day, commencing with on the first such date to occur after the Closing Date, and ; provided that all such fees shall be payable on the date on which the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue Commitments terminate and any such fees accruing after the date on which the Commitment of a Defaulting Lender so long as such Lender Revolving Credit Commitments terminate shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect payable on demand. Any other fees payable to the Commitment of a Defaulting Lender during the period prior LC Issuers pursuant to the time such Lender became a Defaulting Lender and unpaid at such time this paragraph shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lenderwithin 30 days after demand. The Commitment Fee shall be calculated quarterly in arrears, All LC Fees and if there is any change in the Applicable Margin during any quarter, the actual daily amount fronting fees shall be computed on the basis of a year of 360 days and multiplied by shall be payable for the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes actual number of clarification, Swingline Loans shall not be considered outstanding for purposes of determining days elapsed (including the unused portion of first day but excluding the Commitmentslast day).

Fees. (a) The Borrower shall Borrowers, jointly and severally, agree to pay to the Administrative Agent, Agent for the account of each Revolving Lender in accordance with its Percentage, a commitment fee (in Dollars, which shall accrue at the “Commitment Fee”) at a rate per annum equal to Applicable Rate on the product daily amount of (i) the Applicable Margin times Available Alternative Currency Revolving Commitment of such Lender and (ii) the actual daily amount by which Available U.S. Revolving Commitment of such Lender during the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans period from and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from including the Closing Date until to but excluding the Revolving Credit Termination Date, including at any time during date on which one or more of the conditions in Article VI is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Revolving Credit Termination DateCommitment terminates; provided, however, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Commitment Fee commitment fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower Borrowers 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 Borrowers prior to such time; and provided further that no commitment fee shall accrue on the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Commitment Fee Accrued commitment fees shall be calculated quarterly payable in arrearsarrears on the last Business Days of March, June, September and if there is any change in December of each year and on the Applicable Margin during any quarterdate on which the Revolving Commitments of the applicable Class terminate, commencing on the actual daily amount first such date to occur after the Closing Date. All commitments fees shall be computed on the basis of a year of 360 days and multiplied by shall be payable for the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes actual number of clarification, Swingline Loans shall not be considered outstanding for purposes of determining days elapsed (including the unused portion of first day but excluding the Commitmentslast day).

Fees. (a) The Borrower shall Borrowers agree to pay to the Administrative Agent, Agent for the account of each Revolving Lender in accordance with its Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin times (ii) the actual daily amount by fee, which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until Commitment Fee Rate on the Revolving Credit Termination Date, including at any time during which one or more average daily amount of the conditions in Article VI is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Available Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting such Revolving Lender so long as such Lender shall be a Defaulting Lender during the period from and (B) including the Effective Date to but excluding the date on which the Lenders’ Revolving Commitments terminate; provided that any Commitment Fee commitment fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Revolving Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower Borrowers 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 Borrowers prior to such time; and provided further, that no commitment fee shall accrue on the Revolving Commitment of a Defaulting Lender so long as such Revolving Lender shall be a Defaulting Lender. The Commitment Fee Accrued commitment fees shall be calculated quarterly payable in arrearsarrears on the first Business Day of each January, April, July and if there is any change in October and on the Applicable Margin during any quarterdate on which the Revolving Commitments terminate, commencing on the actual daily amount first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and multiplied by shall be payable for the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effectactual number of days elapsed (including the first day but excluding the last day). For purposes of clarificationcalculating the commitment fees only, Swingline Loans shall not be considered outstanding for purposes of determining the unused no portion of the CommitmentsRevolving Commitments shall be deemed utilized as a result of outstanding Swingline Loans.

Fees. (a) The Borrower shall agrees to pay to the Administrative Agent, for the account of each Lender in accordance with its Percentage, a commitment fee (the “a "Commitment Fee”") at a rate per annum equal to the product of (i) the Applicable Margin times (ii) the actual daily amount by each Revolving Lender, for which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until the Revolving Credit Termination Date, including at any time during which one or more of the conditions in Article VI is not met, and shall payment will be due and payable quarterly made in arrears through the Administrative Agent on the last Business Day day of each March, June, September and December, commencing with the first such date to occur December beginning after the Closing Effective Date, and on the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long Termination Date (as such Lender shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lenderdefined below). The Commitment Fee due to each Revolving Lender shall commence to accrue for a period commencing on the Effective Date and shall cease to accrue on the date (the "Commitment Fee Termination Date") that is the later of (i) the date on which the Revolving Credit Commitment of such Revolving Lender shall be terminated as provided herein and (ii) the first date after the end of the Revolving Credit Commitment Period. The Commitment Fee accrued to each Revolving Lender shall equal the Commitment Fee Percentage multiplied by such Lender's Commitment Fee Average Daily Amount (as defined below) for the applicable quarter (or shorter period commencing on the Effective Date and ending with such Lender's Commitment Fee Termination Date). A Revolving Lender's "Commitment Fee Average Daily Amount" with respect to a calculation period shall equal the average daily amount during such period calculated quarterly in arrearsusing the daily amount of such Revolving Lender's Revolving Credit Commitment less such Revolving Lender's Revolving Credit Exposure (excluding, and if there is any change in the Applicable Margin during any quartercase of all Lenders other than the Swingline Lender, clause (c) of the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding definition thereof for purposes of determining the unused portion Commitment Fee Average Daily Amount only) for any applicable days during such Revolving Lender's Revolving Credit Commitment Period. All Commitment Fees shall be computed on the basis of the Commitmentsactual number of days elapsed in a year of 360 days.

Fees. (a) The Borrower shall agrees to pay to the Administrative Agent, Agent for the account of each Revolving Lender in accordance with its Percentage, a commitment fee (the “Commitment Fee”) fee, which shall accrue at a rate per annum equal to the product of (i) the Applicable Margin times (ii) Rate on the actual daily amount by which the Commitments exceed Revolving Commitment of such Lender exceeds the sum of (y) the Outstanding Amount amount of Revolving Loans and L/C Exposure of such Lender (zbut, for the avoidance of doubt, excluding the Swingline Exposure of such Lender) during the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times period from and including the Closing Date until to but excluding the Revolving Credit Termination Date, including at date on which such Commitment terminates; provided that any time during which one or more of the conditions in Article VI is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Commitment Fee commitment fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the 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 provided further that no commitment fee shall accrue on the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Commitment Fee Accrued commitment fees shall be calculated quarterly payable in arrearsarrears on the first Business Day of March, June, September and if there is any change in December of each year and on the Applicable Margin during any quarterdate on which the Revolving Commitments terminate, commencing on the actual daily amount first such date to occur after the Closing Date. All commitment fees shall be computed on the basis of a year of 360 days and multiplied by shall be payable for the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes actual number of clarification, Swingline Loans shall not be considered outstanding for purposes of determining days elapsed (including the unused portion of first day but excluding the Commitmentslast day).

Fees. (a) The Borrower shall agrees to pay to the Administrative Agent, Agent for the account of each Lender in accordance with its PercentageLender, a commitment facility fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin times (ii) the actual daily amount by which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until Applicable Rate on the Revolving Credit Termination Datedaily amount of the Commitment of such Lender (whether used or unused), during the Availability Period, including at any time during which one or more of the conditions in Article VI Section 4.02 is not met; provided, however, that (i) if such Lender continues to have any outstanding Loans after the Availability Period, then such facility fee shall continue to accrue on the daily amount of the outstanding Loans of such Lender from and including the date on which the aggregate Commitments of all Lenders are terminated to, but excluding, the date on which such Lender ceases to have any outstanding Loans and (ii) if such Lender is a Defaulting Lender at any time, such facility fee shall cease to accrue on, and the Borrower shall not be required to pay a facility fee with respect to, the daily unused amount of the Commitment of such Lender during such period of time such Lender is a Defaulting Lender. Accrued facility fees shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and DecemberDecember of each year and on the date on which the Commitments terminate, commencing with on the first such date to occur after the Closing Date, and ; provided that any facility fees accruing after the date on which the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender aggregate Commitments terminate shall be a Defaulting Lender and (B) any Commitment Fee accrued payable on demand. The facility fee owing with respect to the Commitment of a Defaulting each 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. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter that such Applicable Margin Rate was in effect. For purposes All facility fees shall be computed on the basis of clarification, Swingline Loans a year of 360 days and shall not be considered outstanding payable for purposes the actual number of determining days elapsed (including the unused portion of first day but excluding the Commitmentslast day).

Fees. (a) The Borrower shall agrees to pay (i) to the Administrative Agent, Agent for the account of each Revolving Lender in accordance with its Percentage, (other than any Revolving Lender that is a commitment Defaulting Lender) a participation fee (the “Commitment LC Fee”) with respect to its participations in Letters of Credit, which shall accrue at a per annum rate equal to the Applicable Margin then in effect with respect to Revolving Loans that are Eurodollar Loans on the face amount of such Letters of Credit during the period from and including the Amendment Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each LC Issuer a fronting fee, which shall accrue at the rate per annum equal to separately agreed upon (but no more than 0.125% per annum) between the product of (i) Borrower and such LC Issuer on the Applicable Margin times (ii) the actual daily amount of the LC Exposure with respect to Letters of Credit issued by which such LC Issuer (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the Commitments exceed period from and including the sum Amendment Effective Date to but excluding the later of (y) the Outstanding Amount date of Revolving Loans and (z) the Outstanding Amount termination of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until the Revolving Credit Termination DateCommitments and the date on which there ceases to be any LC Exposure, as well as such LC Issuer’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. LC Fees and fronting fees accrued through and including at any time during which one or more of the conditions in Article VI is not met, and shall be due and payable quarterly in arrears on the last Business Day day of each March, June, September and DecemberDecember of each year shall be payable on the third Business Day following such last day, commencing with on the first such date to occur after the Closing Amendment Effective Date, and ; provided that all such fees shall be payable on the date on which the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue Commitments terminate and any such fees accruing after the date on which the Commitment of a Defaulting Lender so long as such Lender Revolving Credit Commitments terminate shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect payable on demand. Any other fees payable to the Commitment of a Defaulting Lender during the period prior LC Issuers pursuant to the time such Lender became a Defaulting Lender and unpaid at such time this paragraph shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lenderwithin 30 days after demand. The Commitment Fee shall be calculated quarterly in arrears, All LC Fees and if there is any change in the Applicable Margin during any quarter, the actual daily amount fronting fees shall be computed on the basis of a year of 360 days and multiplied by shall be payable for the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes actual number of clarification, Swingline Loans shall not be considered outstanding for purposes of determining days elapsed (including the unused portion of first day but excluding the Commitmentslast day).

Fees. (a) The Borrower shall agrees to pay to the Administrative Agent, Agent for the account of each Revolving Lender in accordance with its Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin times (ii) the actual daily amount by fee, which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until Applicable Commitment Fee Rate, on the daily unused amount of the Revolving Credit Termination Date, Commitment of such Revolving Lender during the period from and including at any time during the Amendment Effective Date to but excluding the date on which one or more of the conditions in Article VI is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Revolving Credit Termination DateCommitments terminate; provided, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (Bi) any Commitment Fee commitment fee accrued with respect to any of the Commitment 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 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. The Commitment Fee Accrued commitment fees shall be calculated quarterly payable in arrearsarrears on the last Business Day of March, June, September and if there is any change in December of each year and on the Applicable Margin during any quarterdate on which the last of the Revolving Commitments terminate, commencing on the actual daily amount first such date to occur after the Effective Date. All commitment fees shall be computed on the basis of a year of 360 days and multiplied by shall be payable for the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effectactual number of days elapsed (including the first day but excluding the last day). For purposes of clarificationcomputing commitment fees, Swingline a Revolving Commitment of a Revolving Lender shall be deemed to be used to the extent of the outstanding Revolving Loans shall not be considered outstanding for purposes of determining such Lender and the unused portion of the CommitmentsLC Exposure of such Lender attributable to such its Revolving Commitment (and the Swingline Exposure of such Lender shall be disregarded for such purpose).

Fees. (a) The Borrower shall agrees to pay to the Administrative Agent, Agent for the account of each Revolving Lender in accordance with its Percentage, a commitment fee (the “Commitment Fee”) fee, which shall accrue at a rate per annum on the average daily unused amount of the Revolving Commitment of such Lender equal to the product of (i) Applicable Rate in effect from time to time as set forth under the Applicable Margin times (ii) the actual daily amount by which the Commitments exceed the sum of (y) the Outstanding Amount of caption “Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times Rate” in the definition thereof during the period from and including the Closing Effective Date until to but excluding the date on which such Revolving Credit Termination Date, including at any time during which one or more of the conditions in Article VI is not met, and Commitment terminates. Accrued commitment fees shall be due and payable quarterly in arrears on the last Business Day day of each March, June, September and DecemberDecember of each year and on the date on which the Revolving Commitments terminate, commencing with on the first such date to occur after the Closing Effective Date, and on the Revolving Credit Termination Date; provided, provided that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (Bx) any Commitment Fee commitment fee accrued with respect to the Commitment Revolving Commitments of a Defaulting Lender during the period prior to the time such Revolving Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower to such Defaulting Lender so long as such Revolving 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 (y) no commitment fee shall accrue on any of the Revolving Commitments of a Defaulting Lender so long as such Revolving Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount All commitment fees shall be computed on the basis of a year of 360 days and multiplied by shall be payable for the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effectactual number of days elapsed (including the first day but excluding the last day). For purposes of clarificationcomputing commitment fees with respect to Revolving Commitments, Swingline Loans a Revolving Commitment of a Lender shall not be considered outstanding for purposes of determining deemed to be used to the unused portion extent of the Commitmentsoutstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose).

Fees. (a) The Borrower shall pay to the Administrative Agent, Agent for the account of each Revolving Lender in accordance (other than a Defaulting Lender), with its Percentagerespect to such Revolving Lender’s Revolving Commitments of each Tranche and for the account of each Term Facility Lender (other than a Defaulting Lender), with respect to such Term Facility Lender’s Term Facility Commitments of each Tranche, a commitment fee for the period from and including the Closing Date (or, following the “conversion of any such Revolving Commitment Fee”into another Tranche, the applicable Extension Date) to but not including (x) for Revolving Commitments the earlier of (i) the date such Revolving Commitment is terminated or expires (or is modified to constitute another Tranche) and (ii) the R/C Maturity Date applicable to such Revolving Commitment, and (y) for Term Facility Commitments the date such Term Facility Commitment is terminated or expires, in each case, computed at a rate per annum equal to the product Applicable Fee Percentage in respect of such Tranche in effect from time to time during such period on the actual daily amount of such Revolving Lender’s Unutilized R/C Commitment in respect of such Tranche or such Term Facility Lender’s unutilized Term Facility Commitment in respect of such Tranche, as applicable. Notwithstanding anything to the contrary in the definition of “Unutilized R/C Commitments,” for purposes of determining Unutilized R/C Commitments in connection with computing commitment fees with respect to Revolving Commitments, a Revolving Commitment of a Revolving Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and L/C Liability of such Revolving Lender. Any accrued commitment fee under this Section 2.05(a) in respect of any Revolving Commitment or Term Facility Commitment shall be payable in arrears on each Quarterly Date and on the earlier of (i) the Applicable Margin times date the applicable Revolving Commitment is modified to constitute another Tranche or such Term Facility Commitment is terminated or expires, as applicable, and (ii) for any Revolving Commitment, the actual daily amount by which R/C Maturity Date applicable to such Revolving Commitment and, for any Term Facility Commitment, the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until the Revolving Credit Termination Date, including at any time during which one or more termination of the conditions in Article VI is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion of the Commitmentsapplicable Term Facility Availability Period.

Fees. (a) The Borrower shall Borrowers agree to pay to each Lender, through the Administrative Agent, for the account of each Lender in accordance with its Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin times (ii) the actual daily amount by which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from on the Closing Date until the Revolving Credit Termination Date, including at any time during which one or more of the conditions in Article VI is not met, and shall be due and payable quarterly in arrears on the last day Business Day of March, June, September and December in each year (calculated to such last Business Day, as applicable, of March, June, September and December) and on the date on which the Refinancing Loan Commitment or the Additional Loan Commitment, as applicable, of such Lender shall expire or be terminated as provided herein, a commitment fee (a "COMMITMENT FEE") equal to the Applicable Percentage per annum in effect from time to time on the average daily unused amount of the Refinancing Loan Commitment or the Additional Loan Commitment, as applicable, of such Lender during the preceding quarter (or other period commencing with the first date of acceptance by the Borrowers of the Refinancing Loan Commitment or Additional Loan Commitment, as applicable, of such date to occur after Lender or ending with the Closing Refinancing Revolving Facility Maturity Date or the Additional Revolving Facility Maturity Date, and as applicable, or the date on which the Revolving Credit Termination Date; providedRefinancing Loan Commitment or Additional Loan Commitment, that (A) no Commitment Fee shall accrue on the Commitment as applicable, of a Defaulting Lender so long as such Lender shall expire or be a Defaulting Lender and terminated) (B) any Commitment Fee accrued with respect to the Commitment it being understood that for purposes of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time this paragraph (a), an assignment of interest shall not be considered a termination of the Refinancing Loan Commitment or the Additional Loan Commitment, as applicable, of such Lender), PROVIDED that the aggregate fees payable by on any such day shall not exceed the Borrower so long as such Lender amount that would have been payable if no assignment of any Lender's interest had occurred during the applicable three month period. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a Defaulting Lenderyear of 360 days. The Commitment Fee due to each Lender shall be calculated quarterly in arrears, and if there is any change in commence to accrue on the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied date of acceptance by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion Borrowers of the CommitmentsRefinancing Loan Commitment or the Additional Loan Commitment, as applicable, of such Lender and shall cease to accrue on the date on which the Refinancing Loan Commitment or the Additional Loan Commitment, as applicable, of such Lender shall expire or be terminated as provided herein.

Fees. (a) The Borrower shall agrees to pay to the Administrative Agent, Agent a commitment fee for the account of each Lender in accordance with its PercentageRevolving Lender, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin times (ii) the actual daily amount by which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until Applicable Rate on the daily amount of the undrawn portion of the Revolving Credit Termination Date, Commitment of such Lender during the period from and including at any time during the Effective Date to but excluding the date on which one or more the Lenders’ Revolving Commitments terminate; it being understood that the LC Exposure of a Lender shall be included and the Swingline Exposure of a Lender shall be excluded in the drawn portion of the conditions in Article VI is not metRevolving Commitment of such Lender for purposes of calculating the commitment fee; provided that, if such Lender continues to have any Revolving Exposure after its Revolving Commitment terminates, then such commitment fee shall continue to accrue on the daily amount of such Lender’s Revolving Exposure from and including the date on which its Revolving Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Exposure. Accrued commitment fees shall be due and payable quarterly in arrears on the last Business Day day of each March, June, September and DecemberDecember of each year and on the date on which the Revolving Commitments terminate, commencing with on the first such date to occur after the Closing Date, and date hereof; provided that any fees accruing after the date on which the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender Commitments terminate shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lenderon demand. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount All commitment fees shall be computed on the basis of a year of 360 days and multiplied by shall be payable for the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes actual number of clarification, Swingline Loans shall not be considered outstanding for purposes of determining days elapsed (including the unused portion of first day but excluding the Commitmentslast day).

Fees. (a) The Revolving Unused Fee. Commencing on the Closing Date and at any time that the Applicable Rate is determined based on the Consolidated Leverage Ratio Based Pricing Grid, the Borrower shall agrees to pay to the Administrative Agent, Agent for the account ratable benefit of each Lender the Revolving Lenders an unused fee in accordance with its Percentage, a commitment fee Dollars (the “Commitment Revolving Unused Fee”) computed at a rate per annum equal to the product of (i) the Applicable Margin times (ii) Unused Fee Rate on the actual daily amount by which of the Commitments exceed Available Commitments. To the sum of (y) extent applicable, the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Unused Fee shall accrue at all times from the Closing Date until during the Revolving Credit Termination DateCommitment Period (and thereafter so long as Revolving Obligations shall remain outstanding), including at any time periods during which one or more of the conditions in Article VI is Section 4.02 may not be met, and shall be due and payable quarterly in arrears on the 10th day following the last Business Day day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Revolving Credit Termination DateLoan Maturity Date (and, if applicable, thereafter on demand); providedprovided that pursuant to Section 2.14(a)(iii), that (Ai) no Commitment Revolving Unused Fee shall accrue on the Revolving Commitment of a Defaulting Lender so long as such Revolving Lender shall be a Defaulting Lender and (Bii) any Commitment Revolving Unused Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Revolving Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Revolving Lender shall be a Defaulting Lender. The Commitment Revolving Unused Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarterUnused Fee Rate, the actual daily amount shall be computed and multiplied by the Applicable Margin Unused Fee Rate separately for each period during such quarter day that such Applicable Margin Unused Fee Rate was in effect. For purposes of clarification, Swingline Loans The Administrative Agent shall not be considered outstanding for purposes of determining distribute the unused portion Revolving Unused Fee to the Revolving Lenders pro rata in accordance with the respective Revolving Commitments of the Commitments.Revolving Lenders. (b)

Fees. (a) The Borrower shall Borrowers agree to pay to each Lender, through the Administrative Agent, for the account of each Lender in accordance with its Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin times (ii) the actual daily amount by which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until the Revolving Credit Termination Date, including at any time during which one or more of the conditions in Article VI is not met, and shall be due and payable quarterly in arrears on the last Business Day of March, June, September and December in each year (calculated to such last Business Day, as applicable, of March, June, September and December) and on the date on which the applicable Commitment of such Lender shall expire or be terminated as provided herein, a commitment fee (a "Commitment Fee") equal to the Applicable Percentage per annum in effect from time to time on the average daily unused amount of the Commitment of such Lender during the preceding quarter (or other period commencing with the first such date to occur after of acceptance by the Closing Date, and on the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue on Borrowers of the Commitment of a Defaulting such Lender so long as or ending with the Maturity Date or the date on which the applicable Commitments of such Lender shall expire or be a Defaulting Lender and (B) terminated), provided that the aggregate fees payable on any Commitment Fee accrued with respect to such day shall not exceed the Commitment amount that would have been payable if no assignment of a Defaulting Lender any Lender's interest had occurred 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 applicable three month period. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a Defaulting Lenderyear of 360 days. The Commitment Fee due to each Lender shall commence to accrue on the later of the date of this Agreement and the date of acceptance by the Borrowers of the applicable Commitment of such Lender and shall cease to accrue on the date on which the applicable Commitment of such Lender shall expire or be terminated as provided herein. Notwithstanding anything to the contrary in this Section 2.05(a), no fees shall be calculated quarterly in arrears, and payable upon the expiration or termination of any Note Repurchase Loan Commitment if there (i) such expiration or termination is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion result of the Commitmentsmaking of a Note Repurchase Loan on the Series A Notes Repurchase Date or (ii) the applicable Lender's aggregate amount of Commitments does not decrease as a result of such termination or expiration.

Fees. For all services provided by NACN under this Agreement, Carrier shall be charged a monthly fee equal to 12 CENTS times the number of active subscribers in Carrier's system (a"Subscriber Count") The Borrower as of the last day of the Carrier's billing period ("Billing Month"). NACN shall pay to invoice Carrier for this amount no later than the Administrative Agent, for the account 15th day of each Lender in accordance with its Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin times (ii) the actual daily amount by which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligationsmonth. The Commitment Fee shall accrue at all times from the Closing Date until the Revolving Credit Termination Date, including at any time during which one or more of the conditions in Article VI is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily This amount shall be computed and multiplied paid by Carrier within 15 days of receiving invoice without deductions or offset of any sort whatsoever. Any payments not received by NACN by the Applicable Margin separately for each period during such quarter that such Applicable Margin was due date shall accrue interest at the rate of 12% per annum until paid in effectfull. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion Carrier agrees to instruct its billing service provider to provide NACN with verification of the CommitmentsSubscriber Count each month, which verification shall be received by NACN no more than 5 days after the end of Carrier's Billing Month. If the Subscriber Count is not received from Carrier in this time frame, NACN shall use the Carrier's previous months' Subscriber Count plus 5% for payment calculation. If Carrier disputes the calculation of the amount due, Carrier shall pay all undisputed amounts on or before the due date and shall, on or before the due date, submit a written statement setting forth the basis for its dispute of the remainder. NACN and Carrier shall make good faith efforts to resolve the dispute within 20 days of receipt of Carrier's written statement. If the dispute is not resolved by that date, the disputed amount shall be paid into a trust fund with _______________________, and the matter shall be submitted to pending arbitration. The fees charged by Carrier to its subscribers for services, whether provided pursuant to this Agreement or otherwise, shall be established independently by Carrier and without consultation with or restriction of any sort by NACN. Rates for NACN Services may be modified by NACN upon 30 days' notice, not more than once in any twelve-month period, with the earliest such modification effective no earlier than May 1,1993. Rates may be modified only as necessary to reflect changes in the financial position of NACN such that revenues generated by such rates will not exceed all expenses and costs in any way incurred by or on behalf of NACN in building, maintaining, and operating the NACN Network and in providing the NACN Services.

Fees. (ai) The Borrower shall pay to the Administrative Agent, for the account of each Lender the Lenders ratably in accordance with its Percentagetheir respective Percentages, a commitment letter of credit fee, calculated for each day at the LC Fee Rate, on the aggregate amount available for drawings (whether or not conditions for drawing thereunder have been satisfied) under all Letters of Credit outstanding at the close of business on such day. Such letter of credit fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin times (ii) the actual daily amount by which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until the Revolving Credit Termination Date, including at any time during which one or more of the conditions in Article VI is not met, and shall be due and payable quarterly with respect to each Letter of Credit in arrears on the last Business Day of each Marchcalendar month for so long as such Letter of Credit is outstanding and on the final expiry date thereof. The Borrower shall pay to each LC Issuing Bank a fronting fee which shall accrue at the rate of 0.25% per annum on the average daily amount available for drawings (whether or not the conditions for drawing thereunder have been satisfied) on all Letters of Credit issued by it outstanding during the period from the Closing Date to the later of the date on which the Commitments terminate and the date on which there ceases to be any Aggregate LC Exposure, Juneas well as such LC Issuing Bank's standard and reasonable fees with respect to issuing, September and Decemberamending, renewing or extending any Letter of Credit or processing drawings thereunder. Such fronting fee shall be payable to each LC Issuing Bank in arrears on the last Business Day of each calendar month, commencing with on the first such date to occur after the Closing Date; provided that all fronting fees accrued to the date on which the Commitments terminate in their entirety will be payable on such date, and on the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as any such Lender shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time fees accruing after such Lender became a Defaulting Lender and unpaid at such time shall not date will be payable by the Borrower so long as such Lender shall on demand. Any other fees payable to any LC Issuing Bank pursuant to this subsection will be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion of the Commitmentspayable within 10 days after demand.

Fees. (a) The Borrower shall pay to the Administrative Agent for its own account fees in the amounts and at the times previously agreed upon in writing by the Borrower and the Administrative Agent. (b) The Borrower agrees to pay to the Administrative Agent for the account of each Lender an unused line fee, which shall accrue at the Applicable Margin per annum (determined daily in accordance with the Pricing Grid) on the daily amount of the unused Revolving Commitment of such Lender during the Availability Period. For purposes of computing the unused line fee, the Revolving DB1/ 110470318.9 66 Commitment of each Lender shall be deemed used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender. (c) The Borrower agrees to pay (i) to the Administrative Agent, for the account of each Lender in accordance with its PercentageLender, a commitment letter of credit fee (the “Commitment Fee”) with respect to its participation in each Letter of Credit, which shall accrue at a rate per annum equal to the product Applicable Margin for SOFR Loans then in effect on the daily average amount of such Xxxxxx’s LC Exposure attributable to such Letter of Credit during the period from and including the date of issuance of such Letter of Credit to but excluding the date on which such Letter of Credit expires or is drawn in full (including, without limitation, any LC Exposure that remains outstanding after the Revolving Commitment Termination Date) and (ii) to the Issuing Bank for its own account a fronting fee, which shall accrue at the rate of 0.25% per annum on the daily average amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the Availability Period (or until the date that such Letter of Credit is irrevocably cancelled, whichever is later), as well as the Issuing Bank’s standard fees with respect to issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Notwithstanding the foregoing, if the Required Lenders elect upon notice to the Borrower to increase the interest rate on the Loans to the rate for Default Interest pursuant to Section 2.13(c), the rate per annum used to calculate the letter of credit fee pursuant to clause (i) the Applicable Margin times above shall automatically be increased by 200 basis points. (iid) the actual daily amount by which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee Borrower shall accrue at all times from pay on the Closing Date until to the Revolving Credit Termination Administrative Agent and its affiliates all fees in the Fee Letter that are due and payable on the Closing Date, including at any time during which one or more . The Borrower shall pay on the Closing Date to Lead Arrangers all upfront fees previously agreed in writing. (e) Accrued fees under subsections (b) and (c) of the conditions in Article VI is not met, and this Section shall be due and payable quarterly in arrears on the last Business Day day of each March, June, September and December, commencing with the first such date to occur after the Closing Dateon March 31, 2020, and on the Revolving Credit Commitment Termination Date; providedDate (and, that (A) no Commitment Fee shall accrue on if later, the Commitment of a Defaulting Lender so long as such Lender date the Loans and LC Exposure shall be a Defaulting Lender and (B) repaid in their entirety); provided that any such fees accruing after the Revolving Commitment Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time Termination Date shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lenderon demand. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion of the CommitmentsSection 2.15.

Fees. (a) The Borrower shall agrees to pay to the Administrative Agent, Agent for the account of each Revolving Lender in accordance with its Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin times (ii) the actual daily amount by fee, which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times the Applicable Rate on the Available Revolving Commitment of such Lender during the period from and including the Closing Effective Date until to but excluding the date on which such Revolving Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Termination DateExposure after its Revolving Commitment terminates, then such commitment fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including at the date on which its Revolving Commitment terminates to but excluding the date on which such Lender ceases to have any time during which one or more of the conditions in Article VI is not met, and Revolving Credit Exposure. Accrued revolving commitment fees shall be due and payable quarterly in arrears on the last Business Day day of each March, June, September and DecemberDecember of each year and on the date on which the Revolving Commitments terminate, commencing with on the first such date to occur after the Closing Datedate hereof; provided that any commitment fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. The Borrower also agrees to pay the Administrative Agent for the account of each Term Lender a commitment fee, and which shall accrue at the Applicable Rate (as set forth in the “Commitment Fee Rate” column in the definition thereof) on the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue on average daily unused amount of the Term Loan Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior from and including the Effective Date to but excluding the time such Lender became a Defaulting Lender and unpaid at such time Term Loan Commitment Termination Date. Accrued term loan commitment fees shall not be payable by in arrears on the Borrower so long as last day of March, June, September and December of each year and on the Term Loan Commitment Termination Date, commencing on the first such Lender shall be a Defaulting Lenderdate to occur after the date hereof. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount All commitment fees shall be computed on the basis of a year of 360 days and multiplied by shall be payable for the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes actual number of clarification, Swingline Loans shall not be considered outstanding for purposes of determining days elapsed (including the unused portion of first day but excluding the Commitmentslast day).

Fees. (a) The Borrower shall agrees to pay to the Administrative AgentLender a facility fee, for the account of each Lender in accordance with its Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin times (ii) the actual daily amount by which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until Applicable Rate on the Revolving Credit Termination Date, including at any time during which one or more daily amount of the conditions in Article VI Commitment of the Lender (whether used or unused) during the period from and including the date hereof to but excluding the date on which such Commitment terminates (and, if the Term-Out Maturity Date has been selected, during the period from and including the Commitment Termination Date to but excluding the Term-Out Maturity Date); provided that, if the Lender continues to have any outstanding Loans after its Commitment terminates (including, without limitation, during any period after the Commitment Termination Date if the Term-Out Maturity Date is not metselected), and then such facility fee shall be due and payable quarterly in arrears continue to accrue on the daily amount of the Lender's Loans from and including the date on which its Commitment terminates to but excluding the date on which the Lender ceases to have any Loans outstanding. Facility fees accrued through and including the last Business Day day of each March, June, September and DecemberDecember of each year shall be payable on the third Business Day following such last day, commencing with on the first such date to occur after the Closing Date, and date hereof; provided that all such fees shall be payable on the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue date on which the Commitment of a Defaulting Lender so long as Commitments terminate and any such Lender fees accruing after the date on which the Commitments terminate shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lenderon demand. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount All facility fees shall be computed on the basis of a year of 360 days and multiplied by shall be payable for the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes actual number of clarification, Swingline Loans shall not be considered outstanding for purposes of determining days elapsed (including the unused portion of first day but excluding the Commitmentslast day).

Fees. (a) The Accruing at all times from the Closing Date until the Expiration Date (and without regard to whether the conditions to making Revolving Credit Loans are then met), the Borrower shall agrees to pay to the Administrative Agent, Agent for the account of each Lender in accordance with according to its PercentageRatable Share, a nonrefundable commitment fee (the “Commitment Fee”) at a rate per annum equal to the product Applicable Margin for Commitment Fee (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) multiplied by the daily difference between the amount of (i) the Applicable Margin times Revolving Credit Commitments minus (ii) the actual daily amount by which Revolving Facility Usage (provided however, that solely in connection with determining the Commitments exceed share of each Lender in the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until Fee, the Revolving Credit Termination Date, including at any time during which one or more of the conditions in Article VI is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Commitment Fee accrued Facility Usage with respect to the portion of the Commitment Fee allocated to PNC shall include the full amount of a Defaulting Lender during the period prior outstanding Swing Loans, and with respect to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable portion of the Commitment Fee allocated by the Borrower so long as Administrative Agent to all of the Lenders other than PNC, such Lender shall be a Defaulting Lender. The portion of the Commitment Fee shall be calculated quarterly in arrears, and (according to each such Lender's Ratable Share) as if there is any change in the Applicable Margin during any quarter, Revolving Facility Usage excludes the actual daily amount outstanding Swing Loans); provided that no Defaulting Lender shall be computed and multiplied by the Applicable Margin separately entitled to receive any Commitment Fee for each any period during such quarter which that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans Lender is a Defaulting Lender (and the Borrower shall not be considered outstanding for purposes required to pay any such Commitment Fee that otherwise would have been required to have been paid to that Defaulting Lender). Subject to the proviso in the directly preceding sentence, all Commitment Fees shall be payable in arrears on each Payment Date. (b) The Borrower shall pay to the Administrative Agent a nonrefundable fee (the “Administrative Agent’s Fee”) under the terms of determining a letter (the unused portion of the Commitments.“Administrative Agent’s 32 135035202_4

Fees. (a) The Borrower shall Borrowers agree to pay to the Administrative Agent, Agent for the account of each Lender a participation fee with respect to its participations in accordance Letters of Credit, which shall accrue at (x) with its Percentagerespect to standby Letters of Credit, a commitment fee (the “Commitment Fee”) at a same LIBO Rate Margin used to determine the interest rate per annum equal applicable to Eurodollar Loans on the product of (i) the Applicable Margin times (ii) the actual average daily amount by which the Commitments exceed the sum of such Lender's LC Exposure and (y) with respect to commercial Letters of Credit, 0.25% per annum (in each case, excluding any portion thereof attributable to unreimbursed LC Disbursements) during the Outstanding Amount of Revolving Loans period from and (z) including the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from date hereof to but excluding the Closing Date until the Revolving Credit Termination Date, including at any time during which one or more later of the conditions date on which such Lender's Revolving Loan Commitment terminates and the date on which such Lender ceases to have any LC Exposure (provided, however, that in Article VI is not metno event shall such participation fees for any single Letter of Credit be less than $500), as well as the Issuer's standard fees with respect to the amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees accrued through and shall be due and payable quarterly in arrears on including the last Business Day day of each March, June, September and DecemberDecember of each year shall be payable on the third Business Day following such last day, commencing with on the first such date to occur after the Closing Date, and date hereof; provided that all such fees shall be payable on the date on which the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue Loan Commitments terminate and any such fees accruing after the date on which the Commitment of a Defaulting Lender so long as such Lender Revolving Loan Commitments terminate shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect payable on demand. Any other fees payable to the Commitment of a Defaulting Lender during the period prior Issuer pursuant to the time such Lender became a Defaulting Lender and unpaid at such time this paragraph shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lenderwithin 10 days after demand. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount All participation fees shall be computed on the basis of a year of 360 days and multiplied by shall be payable for the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes actual number of clarification, Swingline Loans shall not be considered outstanding for purposes of determining days elapsed (including the unused portion of first day but excluding the Commitmentslast day).

Fees. (a) The From the Effective Date until the earlier of the Debt Rating Pricing Election Date and the last day of the Availability Period, the Borrower shall agrees to pay to the Administrative Agent, for the pro rata account of each Lender in accordance with its PercentageRevolving Lender, a commitment fee (fee, computed at the “Commitment Fee”) at a rate per annum equal to Fee Rate on the product of (i) the Applicable Margin times (ii) the actual average daily amount by which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until the Revolving Credit Termination Date, including at any time during which one or more of the conditions in Article VI Available Revolving Commitment of such Revolving Lender during the period for which payment is not metmade, and shall be due and payable quarterly in arrears on the last Business Day day of each March, June, September and DecemberDecember of each year and on the date on which the Revolving Commitments terminate, commencing with on the first such date to occur after the Closing Effective Date. All commitment fees shall be computed on the basis of a year of three hundred and sixty (360) days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). From and after the Debt Rating Pricing Election Date until the last day of the Availability Period, the Borrower agrees to pay to the Administrative Agent, for the pro rata account of each Revolving Lender, a facility fee, which shall accrue at the Facility Fee Rate (as set forth in the definition of Applicable Rate) on the daily amount of the Revolving Commitment of such Lender (whether used or unused) during the period from and including the Debt Rating Pricing Election Date to but excluding the date on which such Revolving Commitment terminates; provided that, if such Revolving Lender continues to have any Revolving Credit Exposure after its Revolving Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the date on which its Revolving Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued facility fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Revolving Credit Termination DateCommitments terminate, commencing on the first such date to occur after the date hereof; providedprovided that any facility fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of three hundred and sixty (360) days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to such Revolving Lender’s participations in Letters of Credit, that (A) no Commitment Fee which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans on the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment of a Defaulting Lender so long as terminates and the date on which such Lender shall be a Defaulting Lender ceases to have any LC Exposure, and (Bii) any Commitment Fee accrued to each Issuing Bank its standard fees with respect to the Commitment issuance, amendment, renewal, cancellation, negotiation, transfer or extension of any Letter of Credit or processing of drawings thereunder. Participation fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to each Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after written demand. All participation fees shall be computed on the basis of a Defaulting Lender during year of three hundred and sixty (360) days and shall be payable for the period prior actual number of days elapsed (including the first day but excluding the last day). Participation fees in respect of Letters of Credit shall be paid in dollars. The Borrower agrees to pay to the time such Lender became a Defaulting Lender Administrative Agent, for its own account, fees payable in the amounts and unpaid at such time the times separately agreed upon by and between the Borrower and the Administrative Agent. The Borrower agrees to pay on the Effective Date to each of JPMorgan Chase Bank, N.A., Barclays Bank PLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (or any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the Effective Date) (collectively, the “Joint Lead Arrangers”), for their own accounts, arrangement fees payable in the amounts separately agreed upon by and among the Borrower and the Joint Lead Arrangers. The Borrower agrees to pay to the Administrative Agent on the Effective Date, for the pro rata account of each Lender, an up-front fee, in an amount specified in the Fee Letter. All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to any Issuing Bank, in the case of fees payable to it pursuant to Section 2.11(c), or to the Joint Lead Arrangers, in the case of fees payable to them pursuant to Section 2.11(e)) for distribution, in the case of participation fees, to the applicable Lenders. Fees paid shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and if there is refundable under any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion of the Commitmentscircumstances.

Fees. (a) The Borrower shall agrees to pay to the Administrative Agent, Agent for the account of each Lender in accordance with its Percentage, (i) a commitment fee with respect to its Revolving Commitment (the “Commitment Fee”) if any), which shall accrue at a rate per annum equal to the product of (i) the Applicable Margin times (ii) Rate on the actual daily amount by which the Commitments exceed Revolving Commitment of such Lender exceeds the sum Revolving Credit Exposure of (y) such Lender during the Outstanding Amount period from and including the Effective Date to but excluding the date on which such Revolving Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Revolving Commitment terminates, then such commitment fee shall continue to accrue on the daily amount of such Lender's Revolving Loans Credit Exposure from and including the date on which its Revolving Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure and (zii) the Outstanding Amount of LC Obligations. The a commitment fee with respect to its Term Commitment Fee (if any), which shall accrue at all times from .25% per annum on the Closing Date until the Revolving Credit Termination Date, including at any time during which one or more daily amount of the conditions in Article VI is not met, Term Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which such Term Commitment terminates. Accrued commitment fees shall be due and payable quarterly in arrears on the last Business Day day of each March, June, September and DecemberDecember of each year and on the date on which the Revolving Commitments terminate, commencing with on the first such date to occur after the Closing Date, and on the Revolving Credit Termination Datedate hereof; provided, provided that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Commitment Fee accrued commitment fees accruing with respect to the Commitment of a Defaulting Lender during Revolving Commitments after the period prior to date on which the time such Lender became a Defaulting Lender and unpaid at such time Revolving Commitments terminate shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lenderon demand. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount All commitment fees shall be computed on the basis of a year of 360 days and multiplied by shall be payable for the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes actual number of clarification, Swingline Loans shall not be considered outstanding for purposes of determining days elapsed (including the unused portion of first day but excluding the Commitmentslast day).

Fees. (a) The Borrower shall agrees to pay to the Administrative Agent, for the account of each Lender in accordance with its PercentageLender, a commitment fee (fee, which shall accrue at the Applicable Rate attributable to the “Commitment Fee”) at a rate per annum equal to ” on the product sum of (i) the Applicable Margin times end of day unused portion of the Commitment of such Lender plus (ii) the actual daily amount by outstanding Swingline Loans on such day during the period from and including the Revolving Effective Date to but excluding the date on which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The such Commitment terminates; provided that, if such Lender continues to have any Credit Exposure after its Commitment terminates, then such Commitment Fee shall continue to accrue at all times on the daily amount of such Lender’s Credit Exposure from and including the Closing Date until date on which its Commitment terminates to but excluding the Revolving date on which such Lender ceases to have any Credit Termination Date, including at any time during which one or more Exposure. Accrued Commitment Fees shall be calculated and invoiced to the Borrower as of the conditions in Article VI is not met, last day of each Fiscal Quarter and shall be due and payable quarterly in arrears on the last fifth (5th) Business Day after the last day of each Fiscal Quarter and at the end of the Availability Period. All Commitment Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to such Lender’s participations in Letters of Credit, which shall accrue (A) at a rate of 0.750% per annum on the daily amount of the LC Exposure that is equal to or less than the amount of Pledged Cash on such day, and (B) at the Applicable Rate used to determine the interest rate applicable to CDOR Loans or RFR Loans, as applicable, on the daily amount by which the LC Exposure exceeds the amount of Pledged Cash on such date, in each case during the period from and including the Revolving Effective Date to but excluding the later of the date on which such Xxxxxx’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank a per annum fronting fee in an amount equal to the greater of (y) $500.00 and (z) 0.125% of the face amount of each Letter of Credit issued by such Issuing Bank, in each case, during the period from and including the Revolving Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder; provided that, the Administrative Agent, the Lenders and the Borrower hereby agreed that the Borrower may, upon not less than two (2) Business Days prior written notice to the Administrative Agent, withdraw cash or Cash Equivalents from any Pledged Cash Account, if immediately before such withdrawal no Event of Default exists or would exist after giving effect thereto. Participation fees and fronting fees accrued through and including the last day of March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue on the Commitment December of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee each year shall be calculated quarterly and invoiced to the Borrower as of the last day of each Fiscal Quarter and shall be due and payable in arrears, arrears on the fifth (5th) Business Day after the last day of each Fiscal Quarter. Any other fees payable to any Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and if there is any change in the Applicable Margin during any quarter, the actual daily amount fronting fees shall be computed on the basis of a year of 360 days and multiplied shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The amount of participation and fronting fees payable hereunder shall be set forth in a written invoice or other notice delivered to the Borrower by the Applicable Margin separately for each period during such quarter that such Applicable Margin was Administrative Agent or, in effect. For purposes the case of clarificationfronting fees, Swingline Loans shall not be considered outstanding for purposes of determining by the unused portion of the Commitmentsapplicable Issuing Bank.

Fees. (a) (x) The Borrower shall Borrowers jointly and severally agree to pay to the Administrative AgentAgent for distribution to each Non-Defaulting Lender with a Multicurrency Facility Revolving Loan Commitment a commitment commission, in Dollars, for the account of each Lender in accordance with its Percentageperiod from the Effective Date to but excluding the Revolving Loan Maturity Date (or such earlier date as the Total Multicurrency Facility Revolving Loan Commitment shall have been terminated), a commitment fee (the “Commitment Fee”) computed at a rate per annum equal to the product Applicable Multicurrency Facility Commitment Fee Percentage per annum on the daily average Unutilized Multicurrency Facility Revolving Loan Commitment of (i) the Applicable Margin times (ii) the actual daily amount by which the Commitments exceed the sum of such Non-Defaulting Lender as in effect from time to time and (y) the Outstanding Amount of Borrowers jointly and severally agree to pay to the Administrative Agent for distribution to each Non-Defaulting Lender with a Dollar Facility Revolving Loans and Loan Commitment a commitment commission, in Dollars, for the period from the Effective Date to but excluding the Revolving Loan Maturity Date (z) or such earlier date as the Outstanding Amount of LC Obligations. The Total Dollar Facility Revolving Loan Commitment shall have been terminated), computed at a rate equal to the Applicable Dollar Facility Commitment Fee shall accrue at Percentage per annum on the daily average Unutilized Dollar Facility Revolving Loan Commitment of such Non-Defaulting Lender as in effect from time to time (with all times from the Closing Date until the Revolving Credit Termination Date, including at any time during which one or more of the conditions commitment commissions payable as described in Article VI is not met, and this clause (a) being herein referred to as "RL Commitment Commission"). Accrued RL Commitment Commission shall be due and payable payable, in Dollars, quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, Quarterly Payment Date and on the Revolving Credit Termination Date; providedLoan Maturity Date or (i) in the case of RL Commitment Commission payable pursuant to preceding clause (x), that (A) no such earlier date upon which the Total Multicurrency Facility Revolving Loan Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender is terminated and (Bii) any Commitment Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quartercase of RL Commitment Commission payable pursuant to preceding clause (y), such earlier date upon which the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion of the CommitmentsTotal Dollar Facility Revolving Loan Commitment is terminated.

Fees. (a) The Borrower shall agrees to pay to the Administrative Agent, for the account of each Lender having a Revolving Credit Commitment (in accordance with its Percentageeach case pro rata according to the respective Revolving Credit Commitments of all such Lenders), a commitment fee for each day from and including the Closing Date to but excluding the Final Date applicable to such Revolving Credit Commitment. Such commitment fee shall be payable for each Class of Revolving Credit Commitments quarterly in arrears (x) on the “Commitment Fee”last Business Day of each fiscal quarter of the Borrower and (y) on the Final Date for such Class (for the period ended on such date for which no payment has been received pursuant to clause (x) above), and shall be computed for each day during such period at a rate per annum equal to the product Commitment Fee Rate in effect on such day on the Available Commitment in effect on such day. Notwithstanding the foregoing, the Borrower shall not be obligated to pay any amounts to any Defaulting Lender pursuant to this Section 4.1(a). (b) The Borrower agrees to pay to the Administrative Agent, for the account of the Lenders pro rata on the basis of their respective Letter of Credit Exposure, a fee in respect of each Letter of Credit (i) the “Letter of Credit Fee”), for the period from and including the date of issuance of such Letter of Credit to but excluding the termination date of such Letter of Credit computed at the per annum rate for each day equal to the Applicable LIBOR Margin times (ii) for Revolving Credit Loans on the actual average daily amount by which the Commitments exceed the sum of (y) the Outstanding Stated Amount of Revolving Loans and (z) the Outstanding Amount such Letter of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until the Credit subject to L/C Participations relating to Revolving Credit Termination Date, including at any time during which one or more Commitments. Such Letter of the conditions in Article VI is not met, and Credit Fees shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with fiscal quarter of the first such date to occur after the Closing Date, Borrower and on the date upon which the Total Revolving Credit Termination Date; provided, that (A) no Commitment Fee terminates and the Letters of Credit Outstanding shall accrue have been reduced to zero. Any accrued and unpaid Letter of Credit Fees payable to any Non-Extended Revolving Credit Lenders shall also be paid to the Non-Extended Revolving Credit Lenders on the Commitment Reallocation Date. (c) The Borrower agrees to pay to the Administrative Agent for the account of the Letter of Credit Issuer a Defaulting Lender so long as fee in respect of each Letter of Credit issued by it (the “L/C Fronting Fee”), for the period from and including the date of issuance of such Lender Letter of Credit to but excluding the termination date of such Letter of Credit, computed at the rate for each day equal to 0.250% per annum on the average daily Stated Amount of such Letter of Credit. Such L/C Fronting Fees shall be a Defaulting Lender due and payable quarterly in arrears on the last Business Day of each fiscal quarter of the Borrower and on the date upon which the Total Revolving Credit Commitment terminates and the Letters of Credit Outstanding shall have been reduced to zero. (Bd) any Commitment Fee accrued with respect The Borrower agrees to pay directly to the Commitment Letter of Credit Issuer upon each issuance of, drawing under, and/or amendment of, a Defaulting Lender during Letter of Credit issued by it such amount as the period prior to the time such Lender became a Defaulting Lender Letter of Credit Issuer and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrearshave agreed upon for issuances of, and if there is any change in the Applicable Margin during any quarterdrawings under or amendments of, the actual daily amount shall be computed and multiplied letters of credit issued by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion of the Commitmentsit.

Fees. (a) (i) The Borrower shall Company agrees to pay to the Administrative Agent, Agent for the account of each Revolving Lender in accordance with its Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin times (ii) the actual daily amount by fee, which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times the Applicable Fee Rate on the average daily amount of the Available Revolving Commitment of such Revolving Lender during the period from and including the Closing Effective Date until to but excluding the date on which the Revolving Credit Termination Date, including at any time during which one or more of the conditions in Article VI is not met, and Lenders’ Revolving Commitments terminate. Such accrued commitment fees shall be due and payable quarterly in arrears on the last first Business Day of in each March, June, September calendar month and Decemberon the date on which the Revolving Commitments terminate, commencing with on the first such date to occur after the Closing Effective Date, . All such commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed. (i) On the Ex-Im Effective Date and on each anniversary thereof, the Ex-Im Borrowers jointly and severally agree to pay to the Administrative Agent for the account of the Ex-Im Revolving Credit Termination Date; providedLender, that (A) no Commitment Fee shall accrue for its own account, an annual facility fee equal to 1.50% of the Ex-Im Revolving Lender’s Ex-Im Revolving Subcommitment on the Commitment of a Defaulting Lender so long as each such Lender day. Each such facility fee shall be fully earned and nonrefundable when due. The Ex-Im Borrowers jointly and severally also agree to pay to the Administrative Agent, for payment to Ex-Im Bank, on a Defaulting timely basis, all fees and other charges assessed by Ex-Im Bank in connection with the Ex-Im Revolving Loan facility. (b) (i) The Company agrees to pay to the Administrative Agent for the account of each Domestic Revolving Lender and (B) any Commitment Fee accrued a participation fee with respect to its participations in Domestic Letters of Credit, which shall accrue at the Commitment same Applicable Rate used to determine the interest rate applicable to Eurodollar Domestic Revolving Loans on the average daily amount of a Defaulting Lender such Domestic Revolving Lender’s Domestic LC Exposure (excluding any portion thereof attributable to unreimbursed Domestic LC Disbursements) during the period prior from and including the Effective Date to but excluding the later of the date on which such Domestic Revolving Lender’s Domestic Revolving Commitment terminates and the date on which such Domestic Revolving Lender ceases to have any Domestic LC Exposure, (ii) the Canadian Borrower agrees to pay to the time such Canadian Agent for the account of each Canadian Revolving Lender became a Defaulting Lender and unpaid participation fee with respect to its participations in Canadian Letters of Credit, which shall accrue at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change same Applicable Rate used to determine the interest rate applicable to Eurodollar Canadian Revolving Loans in the Applicable Margin during any quartercase of Dollar-denominated Letters of Credit and the interest rate applicable to CDOR Rate Canadian Revolving Loans in the case of Canadian Dollar-denominated Letters of Credit, on the actual average daily amount shall be computed and multiplied by the Applicable Margin separately for each period during of such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion of the Commitments.Canadian Revolving Lender’s Canadian LC Exposure (excluding any -55-

Fees. (a) The Borrower shall agrees to pay to the Administrative Agent, Agent for the account of each Revolving Lender in accordance with its Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin times (ii) the actual daily amount by fee, which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until rate of 0.50% per annum, on the daily unused amount of the Revolving Credit Termination Date, Commitment of such Revolving Lender during the period from and including at any time during the Effective Date to but excluding the date on which one or more of the conditions in Article VI is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Revolving Credit Termination DateCommitments terminate; provided, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (Bi) any Commitment Fee commitment fee accrued with respect to any of the Commitment 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 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. The Commitment Fee Accrued commitment fees shall be calculated quarterly payable in arrearsarrears on the last Business Day of March, June, September and if there is any change in December of each year and on the Applicable Margin during any quarterdate on which the last of the Revolving Commitments terminate, commencing on the actual daily amount first such date to occur after the Effective Date. All commitment fees shall be computed on the basis of a year of 360 days and multiplied by shall be payable for the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effectactual number of days elapsed (including the first day but excluding the last day). For purposes of clarificationcomputing commitment fees, Swingline a Revolving Commitment of a Revolving Lender shall be deemed to be used to the extent of the outstanding Revolving Loans shall not be considered outstanding for purposes of determining such Lender and the unused portion of the CommitmentsLC Exposure of such Lender attributable to such its Revolving Commitment (and the Swingline Exposure of such Lender shall be disregarded for such purpose).

Fees. (a) The Borrower shall agrees to pay to the Administrative Agent, Agent for the account of each Revolving Lender in accordance with its Percentage, a commitment fee (the “Commitment Fee”) fee, which shall accrue at a rate per annum equal to the product of (i) applicable Commitment Fee Rate on the Applicable Margin times (ii) the actual average daily amount by which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until the Revolving Credit Termination Date, including at any time during which one or more of the conditions in Article VI is not met, Available Commitment of such Lender during the period from and including the Restatement Effective Date to but excluding the date on which such Commitment terminates. Accrued commitment fees shall be due and payable quarterly in arrears on the last Business Day day of each March, June, September and DecemberDecember of each year and on the date on which the Commitments terminate, commencing with on the first such date to occur after the Closing Restatement Effective Date, and . All commitment fees shall be computed on the Revolving Credit Termination Date; providedbasis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, that (A) no Commitment Fee which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Restatement Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to each Issuing Bank for its own account a fronting fee, which shall accrue at the rate of a Defaulting Lender so long 0.175% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Bank during the period from and including the Restatement Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as such Lender shall be a Defaulting Lender Issuing Bank’s standard fees and (B) any Commitment Fee accrued commissions with respect to the Commitment issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Unless otherwise specified above, participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third (3rd) Business Day following such last day, commencing on the first such date to occur after the Restatement Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Banks pursuant to this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a Defaulting Lender during year of 360 days and shall be payable for the period prior actual number of days elapsed (including the first day but excluding the last day). The Borrower agrees to pay to the time such Lender became a Defaulting Lender Administrative Agent, for its own account, fees payable in the amounts and unpaid at such time the times separately agreed upon between the Borrower and the Administrative Agent. All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the applicable Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Lenders. Fees paid shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and if there is refundable under any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion of the Commitmentscircumstances.

Fees. (a) The Borrower shall During the period from and including the date hereof to but excluding the date on which such Commitment terminates, the Borrowers agree to pay to the Administrative Agent, Agent for the account of each Lender (i) in accordance with its Percentagethe event that neither Moodx'x xxx S&P has established a rating which is in effect for the Company or for Index Debt, a commitment an unused facility fee (the “Commitment Fee”) at a rate per annum equal to the product Unused Facility Fee Rate on the daily amount of the Unused Commitment of such Lender (the 43 37 "Unused Facility Fee Amount") or (ii) in the event Moodx'x xx S&P has established a rating which is in effect for the Company or the Index Debt, a facility fee equal to the Facility Fee Rate on the full amount of the Commitment of such Lender (the "Facility Fee Amount"); provided that, if such Lender continues to have any Revolving Credit Exposure after its Commitment terminates, then the Facility Fee Amounts pursuant to clause (ii) above shall continue to accrue on the daily amount of such Lender's Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued Unused Facility Fee Amounts and Facility Fee Amounts pursuant to clause (i) the Applicable Margin times or (ii) above, as the actual daily amount by which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until the Revolving Credit Termination Datecase may be, including at any time during which one or more of the conditions in Article VI is not met, and shall be due and payable quarterly in arrears on the last Business Day day of each March, June, September and DecemberDecember of each year and on the date on which the Commitments terminate, commencing with on the first such date to occur after the Closing Date, and date hereof; provided that any fees pursuant to clause (i) or (ii) accruing after the date on which the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender Commitments terminate shall be a Defaulting Lender and payable on demand. All fees pursuant to clause (Bi) any Commitment Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount or (ii) shall be computed on the basis of a year of 360 days and multiplied by shall be payable for the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes actual number of clarification, Swingline Loans shall not be considered outstanding for purposes of determining days elapsed (including the unused portion of first day but excluding the Commitmentslast day).

Fees. (a) The HoldCo Borrower shall agrees to pay to the Administrative Agent, Agent for the account of each Lender (and in accordance with its Percentagethe case of any Defaulting Lender, subject to the provisos below) a commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin times (ii) the actual daily amount by fee, which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until Applicable Commitment Fee Rate on the Revolving Credit Termination Date, including at any time during which one or more daily unused amount of the conditions in Article VI is not met, Commitment of such Lender during the period from and shall be due and payable quarterly in arrears including the Effective Date to but excluding the date on the last Business Day of each March, June, September and December, commencing with the first which such date to occur after the Closing Date, and on the Revolving Credit Termination DateCommitment terminates; provided, however, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Commitment Fee commitment fee accrued with respect to any of the Commitment 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 HoldCo 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 HoldCo Borrower prior to such time, and provided, further, that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Commitment Fee Accrued commitment fees shall be calculated quarterly payable in arrearsarrears on the first Business Day following the last day of March, June, September and if there is any change in December of each year and on the Applicable Margin during any quarterdate on which the Commitments terminate, commencing on the actual daily amount first such date to occur after the Effective Date. All commitment fees shall be computed on the basis of a year of 360 days and multiplied by shall be payable for the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effectactual number of days elapsed (including the first day but excluding the last day). For purposes of clarificationcomputing commitment fees, Swingline Loans a Commitment of a Lender shall not be considered outstanding for purposes of determining deemed to be used to the unused portion extent of the Commitmentsoutstanding Loans.

Fees. (a) The Borrower shall MTS agrees to pay and/or cause TRKK to pay to the Administrative Agent, Agent for Facility A and to the Applicable Agent for Facility B for the account of each applicable Lender in accordance with its Percentagea facility fee, a commitment fee which shall accrue at the Applicable Rate on the daily amount of the Commitment of such Lender (whether used or unused) during the “Commitment Fee”) at a rate per annum equal period from and including the date hereof to but excluding the product later of (ix) the Applicable Margin times (ii) the actual daily amount by date on which the Commitments exceed the sum of such Commitment terminates and (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until the date on which such Lender ceases to have any Revolving Credit Termination Date, including at any time during which one or more of the conditions in Article VI is not metExposure, and be payable in US Dollars with respect to Facility A Commitments and Revolving Credit Exposures and Yen with respect to Facility B Commitments and Revolving Credit Exposures; PROVIDED that, if such Lender continues to have any Revolving Credit Exposure after its Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender's Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued facility fees shall be due and payable quarterly in arrears on the last Business Day day of each March, June, September and DecemberDecember of each year and on the date on which the Commitments terminate, commencing with on the first such date to occur after the Closing Date, and date hereof; PROVIDED that any facility fees accruing after the date on which the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender Commitments terminate shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lenderon demand. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount All facility fees shall be computed on the basis of a year of 360 days and multiplied shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Payments of Facility Fees by MTS will be made to the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes Administrative Agent and payments of clarification, Swingline Loans shall not Facility Fees by TRKK will be considered outstanding for purposes of determining made to the unused portion of the CommitmentsJapanese Agent.

Fees. (a) The Borrower shall agrees to pay to the Administrative Agent, Agent for the account of each Revolving Lender in accordance with its Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin times (ii) the actual daily amount by fee, which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until Applicable Commitment Fee Rate, on the daily unused amount of the Revolving Credit Termination Date, Commitment of such Revolving Lender during the period from and including at any time during the Effective Date to but excluding the date on which one or more of the conditions in Article VI is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Revolving Credit Termination DateCommitments terminate; provided, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (Bi) any Commitment Fee commitment fee accrued with respect to any of the Commitment 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 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. The Commitment Fee Accrued commitment fees shall be calculated quarterly payable in arrearsarrears on the last Business Day of March, June, September and if there is any change in December of each year and on the Applicable Margin during any quarterdate on which the last of the Revolving Commitments terminate, commencing on the actual daily amount first such date to occur after the Effective Date. All commitment fees shall be computed on the basis of a year of 360 days and multiplied by shall be payable for the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effectactual number of days elapsed (including the first day but excluding the last day). For purposes of clarificationcomputing commitment fees, Swingline a Revolving Commitment of a Revolving Lender shall be deemed to be used to the extent of the outstanding Revolving Loans shall not be considered outstanding for purposes of determining such Lender and the unused portion of the CommitmentsLC Exposure of such Lender attributable to such its Revolving Commitment (and the Swingline Exposure of such Lender shall be disregarded for such purpose).

Fees. (a) The Borrower shall agrees to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, for on or before the account date that is three (3) Business Days after the last Business Day of each Lender in accordance with its Percentagemonth, and on the Delayed Draw NM Funding Date or such earlier date on which the Delayed Draw NM Term Loan Commitments have been terminated pursuant to this Agreement, a commitment fee (the “Delayed Draw NM Commitment Fee”) on the daily average amount of the Delayed Draw NM Term Loan Commitment (whether or not then available) of such Lender during the preceding month (or other period commencing with the Closing Date or ending with the Delayed Draw NM Funding Date or the date on which the last of the Delayed Draw NM Term Loan Commitments of such Lender shall be terminated) at a the rate per annum equal to the product Applicable Commitment Fee. All Delayed Draw NM Commitment Fees shall be computed on the basis of (i) the Applicable Margin times (ii) the actual daily amount by which the Commitments exceed the sum number of (y) the Outstanding Amount days elapsed in a year of Revolving Loans and (z) the Outstanding Amount of LC Obligations360 days. The Delayed Draw NM Commitment Fee due to each Lender shall commence to accrue at all times from on the Closing Date until the Revolving Credit Termination Date, including at any time during which one or more of the conditions in Article VI is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date cease to occur after the Closing Date, and on the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as Delayed Draw NM Funding Date or such Lender shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect earlier date on which the Delayed Draw NM Term Loan Commitments have been terminated pursuant to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion of the Commitmentsthis Agreement.

Fees. (a) The Borrower shall agrees to pay to each Lender, through the Administrative Agent, for the account of each Lender in accordance with its Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin times (ii) the actual daily amount by which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until the Revolving Credit Termination Date, including at any time during which one or more of the conditions in Article VI is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing DateDecember in each year, and on the date on which the Commitment of such Lender shall expire or be terminated as provided herein, a facility fee (a "Facility Fee") equal to the Applicable Percentage per annum in effect from time to time on the daily amount of the Commitment of such Lender (whether used or unused) during the preceding quarter (or shorter period commencing with the date hereof or ending with the Maturity Date or the date on which the Commitment of such Lender shall expire or be terminated); provided that, if such Lender continues to have any Revolving Credit Termination Date; providedExposure after its Commitment terminates, that (A) no Commitment then the Facility Fee shall continue to accrue (and be payable on demand) on the daily amount of such Lender's Revolving Credit Exposure from and including the date on which its Commitment terminates to and including the date on which such Lender ceases to have any Revolving Credit Exposure. All Facility Fees shall be computed on the basis of the actual number of days elapsed (including the first day but excluding the last day) in a year of 360 days. The Facility Fee due to each Lender shall commence to accrue on the date of this Agreement and shall cease to accrue on the later of the date on which the Commitment of a Defaulting Lender so long as such Lender shall expire or be a Defaulting Lender terminated as provided herein and (B) any Commitment Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion of the Commitmentshave no Revolving Credit Exposure.

Fees. (a) The Borrower shall Borrowers agree to pay to the Administrative AgentAgent in Dollars, for the account of each Revolving Credit Lender (in accordance with its Percentageeach case pro rata according to the respective Revolving Credit Commitments of all such Lenders), a commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin times (ii) the actual daily amount by which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times for each day from the Closing Date until to the Revolving Credit Termination Date. Except as set forth below, including at any time during which one or more each Commitment Fee shall be payable by the Parent Borrower on behalf of the conditions in Article VI is not met, and shall be due and payable Borrowers (x) quarterly in arrears on the last Business Day of each March, June, September and December, commencing with December (for the first three-month period (or portion thereof) ended on such date to occur after the Closing Date, day for which no payment has been received) and (y) on the Revolving Credit Termination Date; providedDate (for the period ended on such date for which no payment has been received pursuant to clause (x) above), that (A) no and shall be computed for each day during such period at a rate per annum equal to the Commitment Fee shall accrue Rate in effect on such day on the Available Commitment of a Defaulting Lender so long as in effect on such Lender shall be a Defaulting Lender and day. Notwithstanding the foregoing, with respect to any Applicable Quarter, on any date during such Applicable Quarter (BI) any Commitment Fee accrued that is prior to the date on which Section 9.1 Financials are due with respect to the fiscal quarter immediately preceding such Applicable Quarter and (II) on which any Commitment Fee is payable on any Available Commitment pursuant to this subclause (a) (other than pursuant to subclause (y) above) in respect of any period included in such Applicable Quarter, the amount of such Commitment Fee required to be paid on such date in respect of such Available Commitment and such period (as to any Available Commitment, a Defaulting Lender during the period prior “Commitment Fee Payment”) shall be reduced by an amount equal to the time Reserve Amount with respect to 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. The Commitment Fee for such period; provided that, if the amount of any Commitment Fee Payment on any Available Commitment shall be calculated quarterly in arrearshave been reduced during any Applicable Quarter pursuant to the foregoing provisions, and if there then, on the date (the “Commitment Fee Gross-Up Date”) that is any change in the earlier of (x) the Applicable Margin during any quarterDate in respect of such Applicable Quarter and (y) the date on which all Revolving Credit Commitments have been terminated in full, the actual daily Parent Borrower shall pay an additional commitment fee on such Available Commitment in an amount shall be computed and multiplied by equal to the Applicable Margin separately aggregate of the Reserve Amounts for each period such Available Commitment so deducted during such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion of the Commitments.Quarter unless:

Fees. (a) The Borrower shall agrees to pay to each Lender, through the Administrative Agent, for (a) on the account of each Lender in accordance with its Percentage, Closing Date (i) a commitment fee (the “Commitment "Ticking Fee”") at a rate per annum equal to .50% of the product amount of (i) the Applicable Margin times (ii) Commitment of such Lender commencing to accrue on July 1, 1998 and ceasing to accrue on the Closing Date. All Ticking Fees shall be computed on the basis of the actual daily amount by which the Commitments exceed the sum number of (y) the Outstanding Amount days elapsed in a year of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment 360 days; provided, that no Ticking Fee shall accrue at all times from be due or payable if the Closing Date until the Revolving Credit Termination Date, including at any time during which one or more of the conditions in Article VI is does not metoccur, and shall be due and payable quarterly in arrears (b) on the last Business Day of each March, June, September and December, calendar quarter end date commencing with the first such date to occur after the Closing DateDate (or, if any such day shall not be a Business Day, the next preceding Business Day), and on the date on which the Revolving Credit Termination Commitment of such Lender shall expire or be terminated as provided herein (each such day being called a "Fee Payment Date"), a commitment fee (a "Commitment Fee") equal to the Applicable Percentage per annum in effect from time to time on the average daily unused amount of the Revolving Credit Commitment of such Lender during the preceding quarter (or other period commencing with the Closing Date or ending with the date on which the Revolving Credit Commitment of such Lender shall expire or be terminated). All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. The Commitment Fee due to each Lender shall commence to accrue on the Closing Date and shall cease to accrue on the date on which the Revolving Credit Commitment of such Lender shall expire or be terminated as provided herein; provided, that (A) no Commitment Fee shall accrue on be due or payable if the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall Closing Date does not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion of the Commitmentsoccur.

Fees. (a) The Borrower shall Company agrees to pay to the Administrative Agent, Agent for the account of each Lender (i) in accordance with its Percentagerespect of such Lender’s Delayed Draw Term Loan Commitment, a ticking fee, which shall accrue at the Applicable Rate on the daily amount of such Lender’s Delayed Draw Term Loan Commitment during the period from and including the date that is thirty-one (31) days after the Effective Date to but excluding the date on which such Delayed Draw Term Loan Commitment terminates as provided in Section 2.09(a) and (ii) in respect of such Lender’s Revolving Commitment, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin times (ii) the actual daily amount by fee, which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times the Applicable Rate on the average Available Revolving Commitment of such Lender during the period from and including the Closing Effective Date until to but excluding the date on which such Revolving Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Termination DateExposure after its Revolving Commitment terminates, then such commitment fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including at the date on which its Revolving Commitment terminates to but excluding the date on which such Lender ceases to have any time during which one or more of the conditions in Article VI is not met, Revolving Credit Exposure. Accrued ticking fees and commitment fees shall be due and payable quarterly in arrears on the last Business Day day of each March, June, September and DecemberDecember of each year and on the date on which the applicable Commitments terminate, commencing with on the first such date to occur after the Closing Date, date hereof; provided that any ticking fees and commitment fees accruing after the date on which the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender applicable Commitments terminate shall be a Defaulting Lender payable on demand. All ticking fees and (B) any Commitment Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount commitment fees shall be computed on the basis of a year of 360 days and multiplied by shall be payable for the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes actual number of clarification, Swingline Loans shall not be considered outstanding for purposes of determining days elapsed (including the unused portion of first day but excluding the Commitmentslast day).

Fees. (a) The Borrower shall agrees to pay to the Administrative Agent, Agent for the account of each Lender in accordance with its Percentage, a commitment fee (fee, which shall accrue at the “Commitment FeeFee Rate”) at a rate per annum equal to , as set forth in the product definition of (i) Applicable Rate, on the Applicable Margin times (ii) the actual average daily amount by which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until the Revolving Credit Termination Date, including at any time during which one or more of the conditions in Article VI is not met, Available Revolving Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which such Commitment terminates. Accrued fees shall be due and payable quarterly in arrears on the last Business Day day of each March, June, September and DecemberDecember of each year and on the date on which the Commitments terminate, commencing with on the first such date to occur after the Closing Date, and date hereof; provided that any commitment fees accruing after the date on which the Commitments terminate shall be payable on demand. All commitment fees shall be computed on the Revolving Credit Termination Date; providedbasis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, that (A) no Commitment Fee which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment of a Defaulting Lender so long as terminates and the date on which such Lender shall be a Defaulting Lender ceases to have any LC Exposure and (Bii) to the Issuing Bank for its own account a fronting fee, which shall accrue at a rate per annum mutually agreed upon between the Borrower and the Issuing Bank on the average daily amount of the LC Exposure (excluding any Commitment Fee accrued portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by the Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s standard fees and commissions with respect to the Commitment issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of a Defaulting Lender during any Letter of Credit or processing of drawings thereunder. Unless otherwise specified above, participation fees and fronting fees accrued through and including the period prior to the time such Lender became a Defaulting Lender last day of March, June, September and unpaid at such time December of each year shall not be payable by on the Borrower so long as third (3rd) Business Day following such Lender last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be a Defaulting Lender. The Commitment Fee payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion of the Commitments.payable within ten

Fees. (a) The Borrower shall Company agrees to pay to the Administrative Agent, Agent for the account of each Revolving Lender in accordance with its Percentage, a commitment fee (the “Commitment Fee”) fee, which shall accrue at a rate per annum equal to the product of (i) the Applicable Margin times (ii) Rate on the actual daily amount by which the Commitments exceed Revolving Commitment of such Lender under the sum of (y) Revolving Credit Facility exceeds the Outstanding Amount amount of Revolving Loans and (z) the Outstanding Amount L/C Exposure of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until such Lender under the Revolving Credit Termination DateFacility (but, for the avoidance of doubt, excluding the Swingline Exposure of such Lender) during the period from and including at the Restatement Effective Date to but excluding the date on which such Commitment terminates; provided that any time during which one or more of the conditions in Article VI is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Commitment Fee commitment fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower Company 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 Company prior to such time; and provided, further, that no commitment fee shall accrue on the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Commitment Fee Accrued commitment fees shall be calculated quarterly payable in arrearsarrears on the first Business Day of March, June, September and if there is any change in December of each year and on the Applicable Margin during any quarterdate on which the Revolving Commitments terminate, commencing on the actual daily amount first such date to occur after the Original Closing Date. All commitment fees shall be computed on the basis of a year of 360 days and multiplied by shall be payable for the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes actual number of clarification, Swingline Loans shall not be considered outstanding for purposes of determining days elapsed (including the unused portion of first day but excluding the Commitmentslast day).

Fees. (a) The Borrower shall agrees to pay to each Revolving Lender, through the Administrative Agent, for on each March 31, June 30, September 30 and December 31 (with the account first payment being due on the first of each such dates after the Amendment and Restatement Effective Date) and on the date on which the Revolving Commitment of such Lender in accordance with its Percentageshall be terminated as provided herein, a commitment facility fee (the “Commitment "Facility Fee”") at a rate per annum equal to the product Applicable Percentage per annum in effect from time to time on the average daily amount of the Revolving Commitment of such Lender, whether used or unused, during the preceding quarter (i) or other period ending with the Applicable Margin times (ii) relevant Maturity Date or any date on which the Revolving Commitment of such Lender shall be terminated). All Facility Fees shall be computed on the basis of the actual daily amount by which number of days elapsed in a year of 365 or 366 days, as the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligationscase may be. The Commitment Facility Fee due to each Lender shall commence to accrue at all times from on the Closing Date until the Revolving Credit Termination Amendment and Restatement Effective Date, including at any time during which one or more of the conditions in Article VI is not met, and shall be due and payable quarterly in arrears cease to accrue on the last Business Day earlier of each March, June, September the relevant Maturity Date and December, commencing with the first such date to occur after the Closing Date, and on termination of the Revolving Credit Termination DateCommitment of such Lender as provided herein; provided, that (A) no Commitment Fee shall accrue the Borrower hereby agrees to pay, on the Commitment first payment date after the Amendment and Restatement Effective Date under this Section 2.05(a), any amounts (including amounts in respect of a Defaulting Lender so long as such Lender shall be a Defaulting Lender Term Commitments) which had accrued and (Bwere not paid under Section 2.05(a) any Commitment Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion of the CommitmentsExisting Credit Agreement on the Amendment and Restatement Effective Date.

Fees. (a) The Borrower shall Beginning as of the Effective Date, CLIENT agrees to pay to the Administrative Agent, for the account of each Lender in accordance with its PercentageEBC, a commitment base fee of _____ % per month of net collections (the “Commitment Base Fee”) at a rate per annum equal to ). Net collections shall be defined as the product of (i) the Applicable Margin times (ii) the actual daily amount by which the Commitments exceed the total sum of (y) the Outstanding Amount all monies collected by EBC for all medical services rendered by CLIENT, less amounts refunded or credited to patient or third party payer as a result of Revolving Loans and (z) the Outstanding Amount of LC Obligationsoverpayments, erroneous payments or bad checks. The Commitment Base Fee shall accrue also be charged for net collections received through collection agency recoveries. Notwithstanding the foregoing, in the event that: CLIENT fails to disclose to EBC, at all times from the Closing Date until the Revolving Credit Termination Date, including at any time during which one or more of the conditions in Article VI is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time this Agreement is executed, information relating to CLIENT’s practice, which information, if disclosed, would have materially increased the costs of billing and collection efforts incurred by EBC; or CLIENT materially changes fundamental aspects of its practice (such Lender became a Defaulting Lender and unpaid at such time shall not be payable by as its practice sites, the Borrower so long as such Lender type of services provided, its payer mix, quality or type of demographic information available, method of documenting services provided or the like), EBC may propose an adjustment to the Base Fee in writing (the “Adjustment Proposal”). For the thirty (30) day period after CLIENT’s receipt of the Adjustment Proposal (the “Discussion Period”), EBC shall be a Defaulting Lenderavailable to discuss the basis for the amount of the proposed adjustment with CLIENT. If CLIENT agrees to the proposed adjustment, this Agreement will be amended to reflect the new Base Fee. If, on or before the end of the Discussion Period, CLIENT has not accepted the proposed adjustment or the parties have not otherwise agreed as to an adjustment to the Base Fee, EBC may terminate this Agreement on ninety (90) days advance written notice. Changes in the Base Fee under clause (a) shall be retroactively effective to the Effective Date; changes under clause (b) shall be effective as of the end of the Discussion Period. In addition to the Base Fee, CLIENT will reimburse EBC for: Postage charges for direct patient statements (initial bills and rebills or reminders) sent out on CLIENT’s behalf, charged to CLIENT at cost; A reasonable per-hour claims processing charge where CLIENT, after written notice from EBC, continues to submit incomplete or incorrect data for billing (collectively,“Additional Charges”). If requested by CLENT, Provider enrollment services at the rate of $___ per application for each new completed application and $___ per application for each application renewal or update completed. To the extent EBC stores CLIENT documents relating to the Services unrelated to active accounts, CLIENT shall be responsible for payment of storage costs for all CLIENT documents required to be maintained by EBC greater than one hundred twenty (120) days. The Commitment Fee documents shall be calculated quarterly stored at an offsite location in arrearsthe CLIENT’s name and such charges shall be billed directly to the CLIENT. Selection of a storage facility shall be at the option of CLIENT, provided that the facility will be conveniently located for access by EBC. EBC shall have full access to the storage facility and shall remain responsible for the management of stored records during the term of this agreement and any extensions thereof. Alternatively, if EBC determines it to be appropriate, EBC may optically scan such records, in which case CLIENT will be responsible for EBC’s costs of scanning at the rate of ____ (__) per page. If EBC elects to optically scan records, it will provide CLIENT with written notice. If CLIENT advises EBC in writing within thirty (30) days of receipt of such notice, EBC will tender the paper records that are scanned to CLIENT; if CLIENT does not respond within that period, EBC may destroy the paper records. EBC shall have no responsibilities relating to billing of CLIENT’s claims with dates of service prior to the Effective Date, absent a specific separate written agreement. In the event that CLIENT wishes to contract for such additional services, EBC will provide a separate proposal and fee quotation that will apply to those services. CLIENT agrees to pay the Base Fee and Additional Charges within ten (10) days after receipt of each invoice from EBC. EBC shall maintain supporting documentation of the basis for the allocation of postage costs, and shall provide such data upon request”). Fees not timely paid will bear interest at the rate of ____ percent (__%) per year or the maximum rate allowed by law, if there less. Notwithstanding anything to the contrary in this Agreement, EBC will have the right to terminate this Agreement immediately if CLIENT defaults on its payment obligations of any undisputed amounts due under Section 3 and such payment default is any change not cured within ten (10) days after EBC delivers written notice of such default to CLIENT. In addition, in such event, EBC may, in its sole discretion, decline to provide the Applicable Margin during any quarterwind-down services specified in Section 8 a, the actual daily amount shall be computed b and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was c and cease Services as provided in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion of the CommitmentsSection 8 d. until and unless Base Fees and Additional Charges are paid with interest.

Fees. (a) The Lead Borrower shall agrees to pay to the Administrative Agent, Agent for the account of each Revolving Lender in accordance with its Percentage, (other than any Defaulting Lender) a commitment fee (the “Commitment Fee”) fee, which shall accrue at a rate per annum equal to the product of (i) applicable Commitment Fee Rate per annum on the Applicable Margin times (ii) the actual average daily amount by (x) of the Unused Dollar Revolving Credit Commitment and Unused Multicurrency Revolving Credit Commitment of such Revolving Lender during the period from and including the Closing Date to the date on which the such Xxxxxx’s Revolving Credit Commitments exceed the sum of terminate and (y) of the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until the Unused 2022 Revolving Credit Termination Date, Commitment of such Revolving Lender during the period from and including at any time during the Third Amendment Effective Date to the date on which one or more of the conditions in Article VI is not met, and such Xxxxxx’s Revolving Credit Commitments terminate. Accrued commitment fees shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and DecemberDecember for the quarterly period then ended (commencing (x) in the case of the Initial Revolving Facility, commencing with on September 30, 2020 and (y) in the first such date to occur after case of the Closing Date2022 Revolving Facility, on March 31, 2022) and on the date on which the Revolving Credit Termination Date; providedCommitments terminate. (b) Subject to Section 2.21, that the Lead Borrower agrees to pay (Ai) no Commitment Fee to the Administrative Agent for the account of each Initial Revolving Lender a participation fee with respect to its participation in each Letter of Credit, which shall accrue at the Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans denominated in U.S. Dollars or the Dollar Equivalent of the daily face amount of such Lender’s LC Exposure in respect of such Letter of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements), during the period from and including the Closing Date to the later of the date on which such Initial Revolving Lender’s Initial Revolving Credit Commitment terminates and the Commitment date on which such Initial Revolving Lender ceases to have any LC Exposure in respect of such Letter of Credit and (ii) to each Issuing Bank, for its own account, a Defaulting Lender so long fronting fee, in respect of each Letter of Credit issued by such Issuing Bank for the period from the date of issuance of such Letter of Credit to the expiration date of such Letter of Credit (or if terminated on an earlier date, to the termination date of such Letter of Credit), computed at a rate equal to 0.125% per annum or such lower rate agreed by such Issuing Bank and the Lead Borrower of the Dollar Equivalent of the daily face amount of such Letter of Credit, as well as such Lender shall be a Defaulting Lender and (B) any Commitment Fee accrued Issuing Bank’s standard fees with respect to the Commitment issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued to and including the last Business Day of each March, June, September and December shall be payable in arrears for the quarterly period then ended on the last Business Day of such calendar quarter; provided that all such fees shall be payable on the date on which the Initial Revolving Credit Commitments terminate, and any such fees accruing after the date on which the Initial Revolving Credit Commitments terminate shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this paragraph shall be payable within 30 days after receipt of a Defaulting written demand (accompanied by reasonable back-up documentation) therefor. (c) The amount and timing of payments of fees in respect of any Ancillary Facility will be agreed by the relevant Ancillary Lender during and the period prior Lead Borrower under such Ancillary Facility based on market rates and terms. (d) The Lead Borrower agrees to pay to the time such Lender became a Defaulting Lender Administrative Agent, for its own account, the fees in the amounts and unpaid at such time shall not be payable the times separately agreed upon by the Lead Borrower so long as such Lender shall be a Defaulting Lenderand the Administrative Agent in writing. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion of the Commitments.-111- #96942867v160458181 #96942867v1

Fees. (a) The Borrower shall Borrowers agree to pay to the Administrative Agent, Agent for the account of each Lender in accordance with its Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin times (ii) the actual daily amount by fee, which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from 0.25% per annum on the Closing Date until the Revolving Credit Termination Date, including at any time during which one or more average daily amount of the conditions in Article VI is not met, Available Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which such Lender’s Commitment terminates. Accrued commitment fees shall be due and payable quarterly in arrears on the last first Business Day of January, April, July and October of each March, June, September year and Decemberon the date on which the Commitments terminate, commencing with on the first such date to occur after the Closing Date, and date hereof; provided that any commitment fees accruing after the date on which the Commitments terminate shall be payable on demand. All commitment fees shall be computed on the Revolving Credit Termination Date; providedbasis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be deemed to be used to the extent of the outstanding Loans and LC Exposure of such Lender. (b) The Borrowers agree to pay (i) to the Administrative Agent for the account of each Lender a Defaulting participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (Bii) to the applicable Issuing Bank, for its own account, a fronting fee, which shall accrue at the rate per annum separately agreed upon by the Company and such Issuing Bank on the average daily amount of the LC Exposure (excluding any Commitment Fee accrued portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s standard fees and commissions with respect to the Commitment issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension 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 Lenderany Letter of Credit or processing of drawings thereunder. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion of the Commitments.66

Fees. (a) The Borrower shall agrees to pay to the Administrative Agent, Agent for the account of each Lender in accordance with its PercentageApplicable Percentage of the applicable Facility, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of 0.50% times (i) in the Applicable Margin times (ii) case of the Revolving Credit Facility, the actual daily amount by which the Aggregate Revolving Credit Commitments exceed the sum of (x) the outstanding principal amount of all Revolving Loans (for the avoidance of doubt, not including Swing Line Loans) and (y) all Letter of Credit Exposure; provided that, if such Lender continues to have any outstanding Letter of Credit Exposure after its Revolving Credit Commitment terminates (other than Letter of Credit Exposure that is fully Cash Collateralized), then such fee shall continue to accrue on the Outstanding Amount daily amount of such Lender's outstanding Letter of Credit Exposure from and including the date on which its Revolving Loans Credit Commitment terminates to but excluding the date on which such Lender ceases to have any outstanding Letter of Credit Exposure (other than Letter of Credit Exposure that is fully Cash Collateralized), and (zii) in the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until the Revolving Credit Termination Date, including at any time during which one or more case of the conditions in Article VI is not metTerm Loan Facility, and the actual daily amount by which the Aggregate Term Loan Commitments exceed the outstanding principal amount of all Term Loans. Accrued commitment fees shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and DecemberDecember of each year and on the date on which the Revolving Credit Commitments or Term Loan Commitments, as the case may be, terminate, commencing with on the first such date to occur after the Closing Date, and date hereof; provided that any fees accruing after the date on which the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender Commitments or Term Loan Commitments terminate shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lenderon demand. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount All fees shall be computed on the basis of a year of 360 days and multiplied by shall be payable for the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes actual number of clarification, Swingline Loans shall not be considered outstanding for purposes of determining days elapsed (including the unused portion of first day but excluding the Commitmentslast day).

Fees. (a) The Lead Borrower shall agrees to pay to the Administrative Agent, Agent (x) for the account of each US Dollar Revolving Lender in accordance with its Percentage, (other than any Defaulting Lender) a commitment fee (fee, which shall accrue at the relevant percentage set forth in the row entitled “Commitment Fee”) at a rate per annum equal to ” in the product definition of (i) “Applicable Rate” on the Applicable Margin times (ii) the actual daily amount by which the Commitments exceed US Dollar Revolving Commitment of such US Dollar Revolving Lender exceeds the sum US Dollar Revolving Credit Exposure of such US Dollar Revolving Lender during the period from and including the Effective Date to but excluding the date on which such US Dollar Revolving Commitment terminates and (y) for the Outstanding Amount account of each Multicurrency Revolving Loans and Lender (zother than any Defaulting Lender) the Outstanding Amount of LC Obligations. The Commitment Fee a commitment fee, which shall accrue at all times from the Closing Date until relevant percentage set forth in the row entitled “Commitment Fee” in the definition of “Applicable Rate” on the daily amount by which the Multicurrency Revolving Commitment of such Multicurrency Revolving Lender exceeds the Multicurrency Revolving Credit Termination Date, Exposure (without giving effect to Swingline Loans) of such Lender during the period from and including at any time during the Effective Date to but excluding the date on which one or more of the conditions in Article VI is not met, and such Multicurrency Revolving Commitment terminates. Accrued commitment fees shall be due and payable quarterly in arrears on the last Business Day day of each March, June, September and DecemberDecember of each year and on the date on which the applicable Commitments terminate, commencing with on the first such date to occur after the Closing Effective Date, and on the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender . All commitment fees shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrearsdollars, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed on the basis of a year of 360 days and multiplied by shall be payable for the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes actual number of clarification, Swingline Loans shall not be considered outstanding for purposes of determining days elapsed (including the unused portion of first day but excluding the Commitmentslast day).

Fees. (a) The Borrower shall agrees to pay to the Administrative Agent, Agent for the account of each Revolving Lender in accordance with its Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin times (ii) the actual daily amount by fee, which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times the Applicable Rate on the daily amount of unused Tranche A Revolving Commitment, unused Tranche B Revolving Commitment and/or unused Tranche C Revolving Commitment of such Revolving Lender during the period from and including the Closing Restatement Effective Date until to but excluding the date on which the applicable Revolving Commitment terminates; provided that, if such Revolving Lender continues to have any Revolving Credit Termination DateExposure after its Tranche A Revolving Commitment, Tranche B Revolving Commitment and/or Tranche C Revolving Commitment terminates, then such commitment fee shall continue to accrue on the daily amount of such Revolving Lender's applicable Revolving Credit Exposure from and including at any time during the date on which one or more of its Tranche A Revolving Commitment, Tranche B Revolving Commitment and/or Tranche C Revolving Commitment terminates to but excluding the conditions in Article VI is not metdate on which such Revolving Lender ceases to have such Tranche A Revolving Credit Exposure, and Tranche B Revolving Credit Exposure and/or Tranche C Revolving Credit Exposure. Accrued commitment fees shall be due and payable quarterly in arrears on the last Business Day day of each March, June, September and DecemberDecember of each year and on the date on which the applicable Revolving Commitment terminates, commencing with on the first such date to occur after the Closing Date, and date hereof; provided that any commitment fees accruing after the date on which the applicable Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender terminate shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lenderon demand. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount All commitment fees shall be computed on the basis of a year of 360 days and multiplied by shall be payable for the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes actual number of clarification, Swingline Loans shall not be considered outstanding for purposes of determining days elapsed (including the unused portion of first day but excluding the Commitmentslast day).

Fees. (a) The Borrower shall Borrowers agree to pay to the Administrative Agent, Agent for the account of each Revolving Lender in accordance with its Percentage, a commitment fee (the “Commitment Fee”) fee, which shall accrue at a rate per annum equal to the product of (i) the Applicable Margin times (ii) Rate on the actual daily amount by which the Commitments exceed Revolving Commitment of such Lender exceeds the sum of (y) the Outstanding Amount amount of Revolving Loans and L/C Exposure of such Lender (zbut, for the avoidance of doubt, excluding the Swingline Exposure of such Lender) during the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times period from and including the Closing Date until to but excluding the date on which such Revolving Credit Termination Date, including at Commitment terminates; provided that any time during which one or more of the conditions in Article VI is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Commitment Fee commitment fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower Borrowers 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 Borrowers prior to such time; provided, further that no commitment fee shall accrue on the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Commitment Fee Accrued commitment fees shall be calculated quarterly payable in arrearsarrears on the last day of March, June, September and if there is any change in December of each year and on the Applicable Margin during any quarterdate on which the Revolving Commitments terminate, the actual daily amount commencing on September 30, 2018. All commitment fees shall be computed on the basis of a year of 360 days and multiplied by shall be payable for the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes actual number of clarification, Swingline Loans shall not be considered outstanding for purposes of determining days elapsed (including the unused portion of first day but excluding the Commitmentslast day).

Fees. (a) The Borrower shall agrees to pay to the Administrative Agent, for the account of each Lender in accordance with its Percentage, a commitment fee (the a “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin times (ii) the actual daily amount by each Revolving Lender, for which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until the Revolving Credit Termination Date, including at any time during which one or more of the conditions in Article VI is not met, and shall payment will be due and payable quarterly made in arrears through the Administrative Agent on the last Business Day of each March, June, September and December, commencing with the first such date to occur December beginning after the Closing Original Effective Date, and on the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long Termination Date (as such Lender shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lenderdefined below). The Commitment Fee due to each Revolving Lender shall commence to accrue for a period commencing on the Original Effective Date (or, in the case of a Revolving Lender which becomes a Revolving Lender after the Original Effective Date, the date on which such Revolving Lender becomes a Revolving Lender hereunder pursuant to Section 10.04(b)) and shall cease to accrue on the date (the “Commitment Fee Termination Date”) that is the earlier of (i) the date on which the Revolving Credit Commitment of such Revolving Lender shall be calculated quarterly in arrearsterminated as provided herein and (ii) the first date after the end of the Revolving Credit Commitment Period. The Commitment Fee accrued to each Revolving Lender shall equal the Commitment Fee Percentage multiplied by such Revolving Lender’s Commitment Fee Average Daily Amount (as defined below) for the applicable quarter (or shorter period commencing on the Original Effective Date (or, and if there is any change in the Applicable Margin during any quartercase of a Revolving Lender which becomes a Revolving Lender after the Original Effective Date, the actual date on which such Revolving Lender becomes a Revolving Lender hereunder pursuant to Section 10.04(b)) and ending with such Lender’s Commitment Fee Termination Date). A Revolving Lender’s “Commitment Fee Average Daily Amount” with respect to a calculation period shall equal the average daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that period calculated using the daily amount of such Applicable Margin was in effect. For purposes Revolving Lender’s Revolving Credit Commitment less such Revolving Lender’s Revolving Credit Exposure (excluding clause (c) of clarification, Swingline Loans shall not be considered outstanding the definition thereof for purposes of determining the unused portion Commitment Fee Average Daily Amount only) for any applicable days during the Revolving Credit Commitment Period. All Commitment Fees shall be computed on the basis of the Commitmentsactual number of days elapsed in a year of 360 days.

Fees. The Company shall reimburse Evolution Special Opportunities Ltd. II SPC, Segregated Portfolio A (a“Evolution”) The Borrower shall pay for all costs and expenses incurred by it or its affiliates in connection with the structuring, documentation, negotiation and closing of the transactions contemplated by the Transaction Documents (including, without limitation, as applicable, all legal fees of outside counsel and disbursements of Xxxxxxxxx Xxxxxxx, LLP, counsel to Evolution, any other fees and expenses in connection with the Administrative Agentstructuring, for documentation, negotiation and closing of the account of each Lender transactions contemplated by the Transaction Documents and due diligence and regulatory filings in accordance with its Percentage, a commitment fee connection therewith) (the “Commitment FeeTransaction Expenses”) at a rate per annum equal to the product of (i) the Applicable Margin times (ii) the actual daily amount by which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until the Revolving Credit Termination Date, including at any time during which one or more of the conditions in Article VI is not met, and shall be due and payable quarterly in arrears on withheld by Evolution from its Purchase Price at the last Business Day of each MarchClosing, June, September and December, commencing with less $125,000 previously paid by the first such date Company to occur after the Closing Date, and on the Revolving Credit Termination DateXxxxxxxxx Traurig LLP; provided, that the Company shall promptly reimburse Xxxxxxxxx Xxxxxxx, LLP on demand for all Transaction Expenses not so reimbursed through such withholding at the Closing. The Company shall reimburse Candlewood Special Situations Master Fund, Ltd. (A“Candlewood”) no Commitment Fee for all costs and expenses incurred by it or its affiliates in connection with the structuring, documentation, negotiation and closing of the transactions contemplated by the Transaction Documents (including, without limitation, as applicable, all legal fees of outside counsel and disbursements of Xxxxxxx Xxxx & Xxxxx LLP, counsel to Candlewood, any other fees and expenses in connection with the structuring, documentation, negotiation and closing of the transactions contemplated by the Transaction Documents and due diligence and regulatory filings in connection therewith) (the “Candlewood Transaction Expenses”) and may be withheld by Candlewood from its Purchase Price at the Closing, less $15,000 previously paid by the Company to Xxxxxxx Xxxx & Xxxxx LLP; provided, that, without the prior written consent of the Company, the aggregate amount of Candlewood Transaction Expenses shall accrue on not exceed $25,000 (including the Commitment of a Defaulting Lender so long as such Lender $15,000 previously paid by the Company to Xxxxxxx Xxxx & Xxxxx LLP). The Company shall be a Defaulting Lender and responsible for the payment of any placement agent’s fees, financial advisory fees, Controlled Account Bank fees, transfer agent fees, DTC (Bas defined below) fees or broker’s commissions (other than for Persons engaged by any Commitment Fee accrued with respect Buyer) relating to or arising out of the transactions contemplated hereby (including, without limitation, any fees payable to the Commitment Placement Agent, who is the Company’s sole placement agent in connection with the transactions contemplated by this Agreement). The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, reasonable attorneys’ fees and out-of-pocket expenses) 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 shall bear its own expenses in connection with the sale of a Defaulting Lender during the period prior Securities 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. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion of the CommitmentsBuyers.