Common use of Fees Clause in Contracts

Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee which shall accrue at an annual rate equal to the applicable Unused Fee on Committed Amount, on the daily amount of such Lender’s unused Committed Amount during the period from and including the Effective Date to but excluding the date on which its Committed Amount terminates. Accrued Unused Fees on Committed Amounts 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 aggregate Committed Amounts terminate, commencing on the first such date to occur after the date hereof, 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 but excluding the last day). (b) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin 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 Committed Amount terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate of 0.25% per annum on the average daily amount of that portion of the LC Exposure attributable to such 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 Committed Amounts and the date on which there ceases to be any LC Exposure attributable to such Issuing Bank, 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. Participation fees and fronting fees accrued shall be payable on the third Business Day following the last day of March, June, September and December of each year, 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 Committed Amounts terminate and any such fees accruing after the date on which the Committed Amounts terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Each Borrower agrees to pay to the Administrative Agent in dollars for the account of each Revolving Lender a commitment fee fee, which shall accrue at an annual the rate equal to the applicable Unused Fee on Committed Amount, of 0.50% per annum on the average daily unused amount of the Revolving Commitment of such Lender’s unused Committed Amount Lender during the period from and including the Effective Date to but excluding the date on which its Committed Amount terminatesthe Revolving Commitments terminate. Accrued Unused Fees on Committed Amounts commitment fees shall be payable in arrears on the third Business Day following the last day of March, June, September and December of each year and on the date on which the aggregate Committed Amounts Revolving Commitments terminate, commencing on the first such date to occur after the date hereof, . All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The Each Borrower agrees to pay (i) to the Administrative Agent in dollars for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin Rate used to determine the interest rate applicable to Eurodollar Eurocurrency 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 Committed Amount Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank in dollars a fronting fee, which shall accrue at the rate of 0.250.125% per annum on the average daily amount of that portion of the LC Exposure attributable to Letters of Credit issued by such 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 Committed Amounts Revolving Commitments and the date on which there ceases to be any LC Exposure attributable to such Issuing BankExposure, 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. Participation fees and fronting fees accrued shall be payable on the third Business Day following through and including the last day of March, June, September and December of each yearyear 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 Committed Amounts Revolving Commitments terminate and any such fees accruing after the date on which the Committed Amounts Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrowers agree to pay on the Effective Date to each Term Lender party to this Agreement on the Effective Date, as fee compensation for the funding of such Term Lender’s Term Loan, a closing fee (the “Term Closing Fee”) in an amount equal to 3.50% of the stated principal amount of such Term Lender’s Term Loan, payable to such Term Lender from the proceeds of its Term Loans as and when funded on the Effective Date. The Borrowers agree to pay on the Effective Date to each Revolving Lender party to this Agreement on the Effective Date, as fee compensation for the funding of such Revolving Lender’s Revolving Commitment, a closing fee (the “Revolving Closing Fee”) in an amount equal to 1.00% of the stated principal amount of such Revolving Lender’s Revolving Commitment, payable to such Revolving Lender on the Effective Date. Such Term Closing Fee and Revolving Closing Fee will be in all respects fully earned, due and payable on the Effective Date and non-refundable and non-creditable thereafter. (d) The Parent Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Parent Borrower and the Administrative Agent. (de) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the LendersRevolving Lenders entitled thereto. Fees paid hereunder shall not be refundable under any circumstances. (f) Notwithstanding the foregoing, and subject to Section 2.22, no Borrower shall be obligated to pay any amounts to any Defaulting Lender pursuant to this Section 2.12.

Fees. (a) The Borrower agrees to pay to the Administrative Agent in Dollars for the account of each Revolving Lender a commitment fee fee, which shall accrue at an annual the rate equal to the applicable Unused Fee on Committed Amount, of 0.50% per annum on the average daily unused amount of the Revolving Commitment of such Lender’s unused Committed Amount Lender during the period from and including the Effective Date to but excluding the date on which its Committed Amount terminatesthe Revolving Commitments terminate. Accrued Unused Fees on Committed Amounts commitment fees shall be payable in arrears on the last day Business Day of March, June, September and December of each year and on the date on which the aggregate Committed Amounts Revolving Commitments terminate, commencing on the first such date to occur after the date hereof, . All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The Borrower agrees agree to pay (i) to the Administrative Agent in Dollars for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin Rate used to determine the interest rate applicable to Eurodollar Eurocurrency Revolving Loans on the average daily amount balance 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 Committed Amount Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank in Dollars a fronting fee, which shall accrue at the rate of 0.250.125% per annum or such other rate as may be separately agreed to by the relevant Issuing Bank and the Borrower on the average daily amount of that portion balance of the LC Exposure attributable to Letters of Credit issued by such 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 Committed Amounts Revolving Commitments and the date on which there ceases to be any LC Exposure attributable to such Issuing BankExposure, as well as and (iii) 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. . (c) Participation fees and fronting fees accrued shall be payable on through and including the third last Business Day following the last day of March, June, September and December of each yearyear shall be payable on the last Business Day of each such month, 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 Committed Amounts Revolving Commitments terminate and any such fees accruing after the date on which the Committed Amounts Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 10 days after demandin accordance with such Issuing Bank’s applicable procedures relating thereto. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (cd) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (de) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the LendersRevolving Lenders entitled thereto. Fees Except as may otherwise be separately agreed, fees paid hereunder shall not be refundable under any circumstances. (f) Notwithstanding the foregoing, and subject to Section 2.22, the Borrower shall not be obligated to pay any amounts to any Defaulting Lender pursuant to this Section 2.12, and any fees that would otherwise be payable to a Defaulting Lender under clause (i) of Section 2.12(b) shall, to the extent the LC Exposure of such Defaulting Lender shall have been reallocated pursuant to Section 2.22(a)(iv), be paid to the non-Defaulting Lenders in respect of the amounts of such LC Exposure for which they shall be liable from time to time.

Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee fee, which shall accrue at an annual rate equal to the applicable Unused Commitment Fee on Committed Amount, Rate on the average daily unused amount of each Revolving Commitment of such Lender’s unused Committed Amount Lender during the period from and including the Effective Date to but excluding the date on which its Committed Amount such Revolving Commitment terminates. Accrued Unused Fees on Committed Amounts shall be payable in arrears on Commitment fees accrued through and including the last day of March, June, September and December of each year and shall be payable on the third Business Day following such last day, commencing on the third Business Day following June 30, 2002; provided that all such fees shall be payable on the date on which the aggregate Committed Amounts Revolving Commitments terminate, commencing on the first such date to occur after the date hereof, . All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees with respect to Revolving Commitments, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender. (b) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin Rate used to determine the interest rate applicable to Eurodollar Revolving Loans on the average daily amount of such Lender’s '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 Committed Amount 's Revolving Commitment terminates and the date on which such Revolving Lender ceases to have any LC Exposure, and (ii) to each the Issuing Bank a fronting fee, which shall accrue at the rate of 0.25% per annum on the average daily amount of that portion of the LC Exposure attributable to such 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 Committed Amounts Revolving Commitments and the date on which there ceases to be any LC Exposure attributable to such Issuing BankExposure, as well as such the Issuing Bank’s 's standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued shall be payable on the third Business Day following through and including the last day of March, June, September and December of each yearyear shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Datethird Business Day following June 30, 2002; provided that all such fees shall be payable on the date on which the Committed Amounts Revolving Commitments terminate and any such fees accruing after the date on which the Committed Amounts Revolving Commitments terminate shall be payable on demand. Any other fees payable to an the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon in writing between the Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an the Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the LendersLenders entitled thereto. Fees due and owing hereunder and paid shall not be refundable under any circumstances.

Fees. (a) The Borrower Company agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee fee, which shall accrue at an annual rate equal to the applicable Unused Fee on Committed Amount, Applicable Rate on the daily amount of the excess of the aggregate Revolving Commitment of such Lender over such Lender’s unused Committed Amount Revolving Outstandings during the period from and including the Effective Date date hereof to but excluding the date on which its Committed Amount such Revolving Commitment terminates. Accrued Unused Fees on Committed Amounts 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 aggregate Committed Amounts terminate, commencing on the first such date to occur after the date hereof, 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 but excluding the last day). (b) The Borrower Company agrees to pay to the Administrative Agent for the account of each Deposit Lender a fee, accruing at the rate of 2.10% per annum, on the daily amount of the Deposit of such Lender during the period from and including the date hereof to but excluding the date on which each of the Deposit Commitments and the Deposit LC Exposure have been reduced to zero. (c) The Company agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Revolving Letters of Credit, which shall accrue at the same Applicable Margin Rate used to determine the interest rate applicable to Eurodollar Revolving Loans on the average daily amount of such Lender’s Revolving 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 Committed Amount Revolving Commitment terminates and the date on which such Lender ceases to have any Revolving LC Exposure, and (ii) to each Revolving Issuing Bank a fronting fee, which shall accrue at the rate of 0.250.15% per annum on the average daily amount of that portion of the Revolving LC Exposure attributable to such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) with respect to each Revolving Letter 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 Committed Amounts Revolving Commitments and the date on which there ceases to be any Revolving LC Exposure attributable with respect to Revolving Letters of Credit issued by such Issuing Bank, as well as (iii) to each Deposit Issuing Bank a fronting fee, which shall accrue at the rate of 0.05% per annum on the average daily amount of the Deposit LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) with respect to each Deposit Letter 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 Deposit Commitments and the date on which there ceases to be any Deposit LC Exposure with respect to Deposit Letters of Credit issued by such Issuing Bank and (iv) to each Issuing Bank, such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by it or processing of drawings thereunder. Participation fees . (d) Fees accrued pursuant to paragraphs (a), (b), (c)(i), (c)(ii) and fronting fees accrued shall be payable on the third Business Day following (c)(iii) above, through and including the last day of March, June, September and December of each yearyear shall be payable on the third Business Day following each such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees for the account of Lenders of either Class shall be payable on the date on which the Committed Amounts Commitments of such Class terminate and any such fees accruing after the date on which the Committed Amounts such Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting such fees shall be computed on the basis of a year of 360 365 days (or 366 days in a leap year) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Any other fees payable to any Issuing Bank pursuant to this Section shall be payable within 10 days after demand. (ce) The Borrower Company agrees to pay (i) to the Administrative Agent, the Collateral Agent and the Lead Arrangers, for its their own accountaccounts, fees payable in the amounts and at the times separately agreed upon between to pursuant to the Borrower Fee Letters and (ii) on or prior to the Effective Date, to the Administrative AgentAgent for the account of each Lender an upfront fee in an amount separately agreed with the Lenders. (df) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an each Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, distribution (if applicable) to the LendersLenders as specified above. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Each Borrower agrees to pay to the Administrative Agent in dollars for the account of each Revolving Lender a commitment fee fee, which shall accrue at an annual the rate equal to the applicable Unused Fee on Committed Amount, of 0.50% per annum on the average daily unused amount of the Revolving Commitment of such Lender’s unused Committed Amount Lender during the period from and including the Effective Date to but excluding the date on which its Committed Amount terminatesthe Revolving Commitments terminate. Accrued Unused Fees on Committed Amounts commitment fees shall be payable in arrears on the third Business Day following the last day of March, June, September and December of each year and on the date on which the aggregate Committed Amounts Revolving Commitments terminate, commencing on the first such date to occur after the date hereof, Effective Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The Each Borrower agrees to pay (i) to the Administrative Agent in dollars for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin Rate used to determine the interest rate applicable to Eurodollar Eurocurrency 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 Committed Amount Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank in dollars a fronting fee, which shall accrue at the rate of 0.250.125% per annum on the average daily amount of that portion of the LC Exposure attributable to Letters of Credit issued by such 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 Committed Amounts Revolving Commitments and the date on which there ceases to be any LC Exposure attributable to such Issuing BankExposure, 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. Participation fees and fronting fees accrued shall be payable on the third Business Day following through and including the last day of March, June, September and December of each yearyear 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 Committed Amounts Revolving Commitments terminate and any such fees accruing after the date on which the Committed Amounts Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrowers agree to make an additional payment for the ratable account of the Term Lenders party to this Agreement on the date hereof in an amount equal to $5,000,000 in the event that the Term Loan remains outstanding on the first anniversary of the Restatement Effective Date, which additional payment shall be in all respects fully earned on the Restatement Effective Date but due and payable in cash on the earlier to occur of (i) the first anniversary of such date and (ii) the acceleration of the Secured Obligations for any reason (including commencement of any bankruptcy, insolvency or reorganization or similar case or proceeding) and such additional payment shall be non-refundable and noncreditable thereafter. (d) The Parent Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Parent Borrower and the Administrative Agent. (de) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the LendersRevolving Lenders entitled thereto. Fees paid hereunder shall not be refundable under any circumstances. (f) Notwithstanding the foregoing, and subject to Section 2.22, no Borrower shall be obligated to pay any amounts to any Defaulting Lender pursuant to this Section 2.12.

Fees. (a) The Borrower agrees Borrowers agree to pay to the Administrative Agent for the account of each Revolving Lender (other than a Defaulting Lender) a commitment fee fee, which shall accrue at an annual a rate equal to the applicable Unused Commitment Fee on Committed Amount, Rate per annum on the average daily amount of the Unused Revolving Credit Commitment of such Lender’s unused Committed Amount Revolving Lender during the period from and including the Effective Closing Date to but excluding the date on which its Committed Amount terminatessuch Lender’s Revolving Credit Commitments terminate. Accrued Unused Fees on Committed Amounts commitment fees shall be payable in arrears on the last day of each March, June, September and December of each year for the quarterly period then ended and on the date on which the aggregate Committed Amounts Revolving Credit Commitments terminate. For purposes of calculating the commitment fees only, commencing on no portion of the first such date to occur after the date hereof, Revolving Credit Commitments shall be computed on the basis deemed utilized as a result of a year of 360 days and shall be payable for the actual number of days elapsed (including the first but excluding the last day)outstanding Swingline Loans. (b) The Borrower agrees Borrowers agree to pay (i) to the Administrative Agent for the account of each Revolving Lender (other than a Defaulting Lender) a participation fee with respect to its participations in Standby Letters of Credit, which shall accrue at the same Applicable Margin Rate used to determine the interest rate applicable to Eurodollar LIBO Rate Revolving Loans on the average daily face amount of such Lender’s LC Exposure in respect of Standby Letters of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements) ), during the period from and including the Effective Closing Date to but excluding through the later of the date on which such Revolving Lender’s Committed Amount Revolving Credit Commitment terminates and the date on which such Revolving Lender ceases to have any LC ExposureExposure in respect of Standby Letters of Credit, and (ii) to the Administrative Agent for the account of each Issuing Bank Revolving Lender (other than a fronting feeDefaulting Lender) a participation fee with respect to its participations in Commercial Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate of 0.25% per annum applicable to LIBO Rate Revolving Loans, on the average daily face amount of that portion of the such Lender’s LC Exposure attributable to such Issuing Bank in respect of Commercial Letters of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements) ), during the period from and including the Effective Closing Date to but excluding the later of the date of termination of the Committed Amounts on which such Revolving Lender’s Revolving Credit Commitment terminates and the date on which there such Revolving Lender ceases to be have any LC Exposure attributable in respect of Commercial Letters of Credit, and (iii) to each Issuing Bank, for its own account, a fronting fee, in respect of each Letter of Credit issued by such Issuing BankBank 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 other rate not to exceed 0.125% per annum as may be agreed to by such Issuing Bank and the Borrower Representative) of the daily face amount of such Letter of Credit, 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. Participation fees and fronting fees accrued shall be payable on the third Business Day following to but excluding the last day of each March, June, September and December of each year, commencing shall be payable in arrears for the quarterly period then ended on the first last day of such date to occur after the Effective Datecalendar quarter; provided that all such fees shall be payable on the date on which the Committed Amounts Revolving Credit Commitments terminate and any such fees accruing after the date on which the Committed Amounts Revolving Credit Commitments terminate shall be payable on demand. Any other fees payable to an any Issuing Bank pursuant to this paragraph shall be payable within 10 30 days after demand. All participation fees and fronting fees shall be computed on the basis receipt of a year of 360 days and shall be payable for the actual number of days elapsed written demand (including the first day but excluding the last dayaccompanied by reasonable back-up documentation therefor). (c) The Borrower agrees Borrowers agree to pay to the Administrative Agent, for its own account, the fees set forth in the Fee Letter, payable in the amounts and at the times separately specified therein or as so otherwise agreed upon between by the Borrower Representative and the Administrative Agent, or such agency fees as may otherwise be separately agreed upon by the Borrower Representative and the Administrative Agent in writing. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an 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 Revolving Lenders. (e) In the event that, on or prior to the date that is six months after the Closing Date, the Borrowers (x) prepay, repay, refinance, substitute or replace any Term Loans in connection with a Repricing Transaction (including, for the avoidance of doubt, any prepayment made pursuant to Section 2.11(b)(iii) that constitutes a Repricing Transaction), or (y) effect any amendment, waiver or other modification of, or consent under, this Agreement resulting in a Repricing Transaction, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders (including, if applicable, any Non-Consenting Lender), (I) in the case of clause (x), a premium of 1.00% of the aggregate principal amount of the Term Loans so prepaid, repaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term Loans so amended, modified or waived. Fees paid If, on or prior to the date that is six months after the Closing Date (and without duplication of the preceding sentence), all or any portion of the Term Loans held by any Lender are prepaid, repaid, refinanced, substituted or replaced pursuant to Section 2.18 as a result of, or in connection with, such Lender not agreeing or otherwise consenting to any waiver, consent or amendment referred to in clause (y) above (or otherwise in connection with a Repricing Transaction), such prepayment, repayment, refinancing, substitution or replacement will be made at 101.0% of the principal amount so prepaid, repaid, refinanced, substituted or replaced. All such amounts shall not be refundable under any circumstancesdue and payable on the date of effectiveness of such Repricing Transaction. (f) Unless otherwise indicated herein, all computations of fees shall be made on the basis of a 360-day year (or 365/366 days in the case of ABR Loans the interest payable on which is then based on the Prime Rate) and shall be payable for the actual days elapsed (including the first day but excluding the last day). Each determination by the Administrative Agent of a fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Fees. (a) The Borrower Finance agrees to pay to the Administrative Agent in dollars for the account of each Initial Revolving Lender a commitment fee fee, which shall accrue at an annual the rate equal to the applicable Unused Fee on Committed Amount, of 0.25% per annum on the average daily unused amount of the Initial Revolving Commitment of such Lender’s unused Committed Amount Lender during the period from and including the Effective Date to but excluding the date on which its Committed Amount terminatesthe Initial Revolving Commitments terminate. Accrued Unused Fees on Committed Amounts commitment fees shall be payable in arrears on the third Business Day following the last day of March, June, September and December of each year and on the date on which the aggregate Committed Amounts Initial Revolving Commitments terminate, commencing on the first such date to occur after the date hereof, Effective Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, an Initial Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Initial Revolving Loans and LC Exposure attributable to the Initial Revolving Commitments of such Lender (and the Swingline Exposure of such Lender attributable to the Initial Revolving Commitments shall be disregarded for such purpose). (b) The applicable Co-Borrower agrees to pay (i) to the Administrative Agent in dollars for the account of each Initial Revolving Lender (other than any Defaulting Lender) a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin Rate used to determine the interest rate applicable to Initial Revolving Loans that are Eurodollar Revolving Loans on the average daily amount of such Lender’s LC Exposure attributable to the Initial Revolving Commitments for Letters of Credit for the account of such Co-Borrower (excluding any portion thereof attributable to unreimbursed LC DisbursementsDisbursements but taking into account the maximum amount available to be drawn under all outstanding Letters of Credit, whether or not such maximum amount is then in effect) during the period from and including the Effective Date to but excluding and including the later of the date on which such Lender’s Committed Amount Initial Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, Exposure attributable to the Initial Revolving Commitments and (ii) to each Issuing Bank in dollars a fronting fee, which shall accrue at the a rate of 0.250.125% per annum on the average daily amount of that portion of the LC Exposure Exposure, attributable to Letters of Credit issued by such Issuing Bank for the account of such Co-Borrower (excluding any portion thereof attributable to unreimbursed LC DisbursementsDisbursements but taking into account the maximum amount available to be drawn under all outstanding Letters of Credit, whether or not such maximum amount is then in effect) during the period from and including the Effective Date to but excluding and including the later of the date of termination of all the Committed Amounts Revolving Commitments and the date on which there ceases to be any LC Exposure attributable to such Issuing BankExposure, 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. 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 Business Day following the last day of March, June, September and December of each yearDecember, respectively, 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 Committed Amounts Initial Revolving Commitments (in the case of participation fees) or all the Revolving Commitments (in the case of fronting fees) terminate and any such fees accruing after the date on which the Committed Amounts Initial Revolving Commitments (in the case of participation fees) or all the Revolving Commitments (in the case of fronting fees) terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower Holdings agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between Holdings or any of the Borrower Co-Borrowers, on the one hand, and the Administrative Agent, on the other hand. (d) All fees payable hereunder [Reserved]. (e) Notwithstanding the foregoing, and subject to Section 2.22, none of the Co-Borrowers shall be paid on the dates due, in immediately available funds, obligated to the Administrative Agent (or pay any amounts to an Issuing Bank, in the case of fees payable any Defaulting Lender pursuant to it) for distribution, in the case of commitment fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstancesthis Section 2.12.

Fees. (a) The Parent Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee fee, which shall accrue at an annual rate equal to the applicable Unused Fee on Committed Amount, Applicable Rate on the average daily unused amount of each Commitment of such Lender’s unused Committed Amount Lender during the period from and including the Effective Date date hereof to but excluding the date on which its Committed Amount such Commitment terminates. Accrued Unused Fees on Committed Amounts commitment fees shall be payable in arrears (i) in the case of commitment fees in respect of the Revolving Commitments, on the last day of March, June, September and December of each year and on the date on which the aggregate Committed Amounts Revolving Commitments terminate, commencing on the first such date to occur after the date hereof, and (ii) in the case of commitment fees in respect of the Tranche A Term Commitments and the Tranche B Term Commitments, on the Effective Date or any earlier date on which such Commitments terminate. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees with respect to Revolving Commitments, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The Parent Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the Rate as interest rate applicable to on Eurodollar Revolving Loans on the average daily amount of such Lender’s 's LC Exposure (excluding any portion thereof attributable to unreimbursed LC DisbursementsDisbursements and based on Assigned Dollar Values, in the case of Alternative Currency 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 Committed Amount 's Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each the Issuing Bank a fronting fee, which shall accrue at the rate of 0.25% per annum on the average daily amount of that portion of the LC Exposure attributable to such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC DisbursementsDisbursements and based on Assigned Dollar Values, in the case of any Alternative Currency Letter of Credit) during the period from and including the Effective Date to but excluding the later of the date of termination of the Committed Amounts Revolving Commitments and the date on which there ceases to be any LC Exposure attributable to such Issuing BankExposure, as well as such the Issuing Bank’s 's standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued shall be payable on the third Business Day following through and including the last day of March, June, September and December of each yearyear 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 Committed Amounts applicable Revolving Commitments terminate and any such fees accruing after the date on which the Committed Amounts applicable Revolving Commitments terminate shall be payable on demand. Any other fees payable to an the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Parent Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Parent Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in Dollars and in immediately available funds, to the Administrative Agent (or to an the Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the LendersLenders entitled thereto. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee fee, which shall accrue at an annual rate equal to the applicable Unused Fee on Committed Amount, Applicable Rate on the average daily unused amount of each Revolving Commitment of such Lender’s unused Committed Amount Lender during the period from and including the Effective Date to but excluding the date on which its Committed Amount such Revolving Commitment terminates. Accrued Unused Fees on Committed Amounts commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the aggregate Committed Amounts Revolving Commitments terminate, commencing on the first such date to occur after the date hereof, . Commitment fees shall be computed on the basis of a year of 360 365 days (or 366 days in a leap year) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the Rate as interest rate applicable to on Eurodollar Revolving Loans on the average daily amount of such Lender’s '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 Committed Amount 's Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each the Issuing Bank Lender a fronting fee, which shall accrue at the rate of 0.250.20% per annum on the average daily amount of that portion of the LC Exposure attributable to such 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 Committed Amounts Revolving Commitments and the date on which there ceases to be any LC Exposure attributable to such Issuing BankExposure, as well as such the Issuing Bank’s Lender's standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued shall be payable on the third Business Day following through and including the last day of March, June, September and December of each yearyear 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 Committed Amounts Revolving Commitments terminate and any such fees accruing after the date on which the Committed Amounts Revolving Commitments terminate shall be payable on demand. Any other fees payable to an the Issuing Bank Lender pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an the Issuing BankLender, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the LendersLenders entitled thereto. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to each Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and such Administrative Agent. (b) [Reserved.] (c) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee fee, which shall accrue at an annual the rate equal to the applicable Unused Fee on Committed Amount, of 0.50% per annum on the average daily unused amount of the Revolving Commitment of such Lender’s unused Committed Amount Lender during the period from and including the Effective Revolving Availability Date to but excluding the date on which its Committed Amount terminatesthe Revolving Commitments terminate. Accrued Unused Fees on Committed Amounts commitment fees shall be payable in arrears on the third Business Day following the last day of March, June, September and December of each year and on the date on which the aggregate Committed Amounts Revolving Commitments terminate, commencing on the first such date to occur after the date hereof, Revolving Availability Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender. (bd) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender (other than any Defaulting Lender) a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin Rate used to determine the interest rate applicable to Eurodollar Revolving Loans on the average daily amount of such Lender’s 's LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Revolving Availability Date to but excluding and including the later of the date on which such Lender’s Committed Amount 's Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, Exposure and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate of 0.25% per annum on the average daily amount of that portion of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Revolving Availability Date to but excluding and including the later of the date of termination of the Committed Amounts Revolving Commitments and the date on which there ceases to be any LC Exposure attributable to such Issuing BankExposure, as well as such Issuing Bank’s 's standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued shall be payable on the third Business Day following through and including the last day of March, June, September and December of each yearyear shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Revolving Availability Date; provided that all such fees shall be payable on the date on which the Committed Amounts Revolving Commitments terminate and any such fees accruing after the date on which the Committed Amounts Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (ce) The Borrower agrees Notwithstanding the foregoing, and subject to pay to the Administrative AgentSection 2.21, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Lenders. Fees paid shall not be refundable under obligated to pay any circumstancesamounts to any Defaulting Lender pursuant to this Section 2.10.

Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee fee, which shall accrue at an annual rate equal to the applicable Unused Fee on Committed Amount, Applicable Rate on the daily amount of the undrawn portion of the Revolving Commitment of such Lender’s unused Committed Amount Lender during the period from and including the Effective Date to but excluding the date on which its Committed Amount terminatesthe Lenders’ Revolving Commitments terminate. Accrued Unused Fees on Committed Amounts commitment fees shall be payable in arrears on the last day Business Day of March, June, September and December of each year and on the date on which the aggregate Committed Amounts Revolving Commitments terminate, commencing on the first such date to occur after the date hereoflast Business Day of June, 2014. 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 Commitments, a Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin 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 Committed Amount Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each the Issuing Bank a fronting fee, which shall accrue at the rate of 0.250.125% per annum (or such lesser fee as shall be acceptable to the Issuing Bank) on the average daily amount of that portion of the LC Exposure attributable to such Letters of Credit issued by 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 Committed Amounts Commitments and the date on which there ceases to be any LC Exposure attributable to such Issuing BankExposure, as well as such the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued shall be payable on the third Business Day following through and including the last day of March, June, September and December of each yearyear shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Datelast Business Day of March, 2013; provided that all such fees shall be payable on the date on which the Committed Amounts Revolving Commitments terminate and any such fees accruing after the date on which the Committed Amounts Revolving Commitments terminate shall be payable on demand. Any other fees payable to an the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an the Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the LendersLenders entitled thereto. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Each applicable Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a commitment fee fee, which shall accrue at an annual a rate equal to the Commitment Fee Rate per annum applicable Unused Fee on Committed Amount, to the Revolving Credit Commitment of such Class on the average daily amount of the Unused Revolving Credit Commitment of such Lender’s unused Committed Amount Class of such Revolving Lender during the period from and including the Effective Closing Date to but excluding the date on which its Committed Amount terminatessuch Lxxxxx’s Revolving Credit Commitments of such Class terminate. Accrued Unused Fees on Committed Amounts commitment fees shall be payable in arrears on no later than 15 calendar days after the last day of each March, June, September and December for the quarterly period then ended (commencing on September 30, 2017, but in the case of each year the payment made on September 30, 2017, for the period from the Closing Date to such date) and on the date on which the aggregate Committed Amounts Revolving Credit Commitments of the applicable Class terminate. For purposes of calculating the commitment fees only, commencing on no portion of the first such date to occur after the date hereof, Revolving Credit Commitments shall be computed on the basis deemed utilized as a result of a year of 360 days and shall be payable for the actual number of days elapsed (including the first but excluding the last day)outstanding Swingline Loans. (b) The Each applicable Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a participation fee with respect to its participations participation in Letters each Letter of Credit, which shall accrue at the same Applicable Margin Rate used to determine the interest rate applicable to Eurodollar Adjusted Term SOFR Rate Revolving Loans on the average daily face amount of such Lender’s LC Exposure attributable to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements) ), during the period from and including the Effective Closing Date to but excluding the later of the date on which such Revolving Lender’s Committed Amount Revolving Credit Commitment of such Class terminates and the date on which such Revolving Lender ceases to have any LC Exposure, Exposure related to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (including any such Letter of Credit Exposure that may exist following the termination of such Revolving Credit Commitments) and (ii) to each Issuing Bank Bank, for its own account, a fronting fee, which shall accrue at the rate in respect of 0.25% per annum on the average daily amount each Letter of that portion of the LC Exposure attributable to Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during for the period from and including the Effective Date to but excluding the later of 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 the rate agreed by such Issuing Bank and the applicable Borrowers (but in any event not to exceed 0.125% per annum) of the Committed Amounts and the date on which there ceases to be any LC Exposure attributable to daily face amount of such Issuing BankLetter of Credit, as well as such Issuing Bank’s standard reasonable and customary fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued shall be payable on to but excluding the third last Business Day following the last day of each March, June, September and December shall be payable in arrears for the quarterly period then ended (or, in the case of each yearthe payment made on September 30, commencing on 2017, for the first period from the Closing Date to such date to occur date) no later than 15 calendar days after the Effective Datelast day of such calendar quarter; provided that all such fees shall be payable on the date on which the Committed Amounts terminate Revolving Credit Commitments of the applicable Class terminate, and any such fees accruing after the date on which the Committed Amounts Revolving Credit Commitments of the applicable Class terminate shall be payable on demand. Any other fees payable to an any Issuing Bank pursuant to this paragraph shall be payable within 10 30 days after demand. All participation fees and fronting fees shall be computed on the basis receipt of a year of 360 days and shall be payable for the actual number of days elapsed written demand (including the first day but excluding the last day)accompanied by reasonable back-up documentation) therefor. (c) The [Reserved]. (d) Each Borrower agrees to pay to the Administrative Agent, for its own account, the fees payable in the amounts and at the times separately agreed upon between by the Borrower Borrowers and the Administrative AgentAgent in writing. (de) All fees payable hereunder shall be paid on the dates due, in Dollars and in immediately available funds, to the Administrative Agent (or to an 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 Revolving Lenders. Fees paid shall not be refundable under any circumstancescircumstances except as otherwise provided in the Fee Letter. Fees payable hereunder shall accrue through and including the last day of the month immediately preceding the applicable fee payment date. (f) In the event that, on or prior to the date that is six months after the Amendment No. 8 Effective Date, a Borrower (x) prepays, repays, refinances, substitutes or replaces any Amendment No. 8 Term Loans in connection with a Repricing Transaction (including, for the avoidance of doubt, any prepayment made pursuant to ‎Section 2.11(b)(iii) that constitutes a Repricing Transaction) or (y) effects any amendment, modification or waiver of, or consent under, this Agreement resulting in a Repricing Transaction, the Borrower of the Amendment No. 8 Term Loans shall pay to the Administrative Agent, for the ratable account of each of the applicable Amendment No. 8 Term Lenders, (I) in the case of clause (x), a premium of 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans so prepaid, repaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans that are the subject of such Repricing Transaction outstanding immediately prior to such amendment. If, on or prior to the date that is six months after the Amendment No. 8 Effective Date, all or any portion of the Amendment No. 8 Term Loans held by any Term Lender are prepaid, repaid, refinanced, substituted or replaced pursuant to ‎Section 2.19(b)(iv) as a result of, or in connection with, such Term Lender not agreeing or otherwise consenting to any waiver, consent, modification or amendment referred to in clause (y) above (or otherwise in connection with a Repricing Transaction), such prepayment, repayment, refinancing, substitution or replacement will be made at 101% of the principal amount so prepaid, repaid, refinanced, substituted or replaced. All such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction. (g) Unless otherwise indicated herein, all computations of fees shall be made on the basis of a 360-day year and shall be payable for the actual days elapsed (including the first day but excluding the last day). Each determination by the Administrative Agent of the amount of any fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Fees. (a) The Borrower agrees to pay to the First Lien Administrative Agent in Dollars for the account of each Revolving Lender a commitment fee fee, which shall accrue at an annual the rate equal to of the applicable Unused Commitment Fee on Committed Amount, Percentage per annum on the average daily unused amount of the Revolving Commitment of such Lender’s unused Committed Amount Lender during the period from and including the Effective Date to but excluding the date on which its Committed Amount terminatesthe Revolving Commitments terminate. Accrued Unused Fees on Committed Amounts commitment fees shall be payable in arrears on the third Business Day following the last day of March, June, September and December of each year and on the date on which the aggregate Committed Amounts Revolving Commitments terminate, commencing on the first such date to occur after the date hereof, Effective Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The Borrower agrees to pay (i) to the First Lien Administrative Agent in Dollars for the account of each Revolving Lender (other than any Defaulting Lender) a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin 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 DisbursementsDisbursements but taking into account the maximum amount available to be drawn under all outstanding Letters of Credit, whether or not such maximum amount is then in effect) during the period from and including the Effective Date to but excluding and including the later of the date on which such Lender’s Committed Amount Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank in Dollars a fronting feefee (which fee shall be calculated by the First Lien Administrative Agent in consultation with the applicable Issuing Bank), which shall accrue at the rate of 0.25to be agreed by each Issuing Bank, not to be greater than 0.125% per annum on the average daily amount of that portion of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC DisbursementsDisbursements but taking into account the maximum amount available to be drawn under all outstanding Letters of Credit, whether or not such maximum amount is then in effect) during the period from and including the Effective Date to but excluding and including the later of the date of termination of the Committed Amounts Revolving Commitments and the date on which there ceases to be any LC Exposure attributable to such Issuing BankExposure, 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. 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 Business Day following the last day of March, June, September and December of each yearDecember, respectively, 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 Committed Amounts Revolving Commitments terminate and any such fees accruing after the date on which the Committed Amounts Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower agrees to pay to the First Lien Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the First Lien Administrative Agent. (d) All fees payable hereunder shall be paid on Notwithstanding the dates dueforegoing, in immediately available fundsand subject to Section 2.22, to the Administrative Agent (or to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Lenders. Fees paid Borrower shall not be refundable under obligated to pay any circumstancesamounts to any Defaulting Lender pursuant to this Section 2.12.

Fees. (a) The Borrower agrees Borrowers jointly and severally agree to pay to the Administrative Agent for the account of each Lender a commitment fee fee, which shall accrue at an annual a rate equal to the applicable Unused Fee on Committed Amount, 0.25% per annum on the average daily amount of the Available Commitment of such Lender’s unused Committed Amount Lender during the period from and including the Effective Closing Date to but excluding through the date on which its Committed Amount terminatessuch Lender’s Commitments terminate. Accrued Unused Fees on Committed Amounts commitment fees shall be payable in arrears on the last first day of March(or, Juneif such day is not a Business Day, September and December on the next succeeding Business Day) of each year January, April, July and October for the quarterly period then ended and on the date on which the aggregate Committed Amounts Commitments terminate, commencing on the first such date to occur after the date hereof, . All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first last day but excluding the last first day). For purposes of calculating the commitment fees only, no portion of the Commitments shall be deemed utilized as a result of outstanding Swingline Loans. (b) The Borrower agrees Borrowers jointly and severally agree to pay (i) to the Administrative Agent for the account of each ABL Revolving Lender a participation fee with respect to its participations in Standby Letters of Credit, which shall accrue at the same Applicable Margin Rate used to determine the interest rate applicable to Eurodollar LIBO Rate Loans that are ABL Revolving Loans on the average daily amount of such Lender’s LC Exposure in respect of Standby Letters of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements) ), during the period from and including the Effective Closing Date to but excluding through the later of the date on which such Lender’s Committed Amount Commitment terminates and the date on which such Lender ceases to have any LC ExposureExposure in respect of Standby Letters of Credit, and (ii) to the Administrative Agent for the account of each Issuing Bank ABL Revolving Lender a fronting feeparticipation fee with respect to its participations in Commercial Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate of 0.25% per annum applicable to LIBO Rate Loans that are ABL Revolving Loans, on the average daily amount of that portion of the such Lender’s LC Exposure attributable to such Issuing Bank in respect of Commercial Letters of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements) ), during the period from and including the Effective Closing Date to but excluding through the later of the date of termination of the Committed Amounts on which such Lender’s Commitment terminates and the date on which there such ABL Revolving Lender ceases to be have any LC Exposure attributable in respect of Commercial Letters of Credit, and (iii) to each Issuing Bank, for its own account, a fronting fee, in respect of each Letter of Credit issued by such Issuing BankBank for the period from the date of issuance of such Letter of Credit through 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 of the daily stated amount of such Letter of Credit, 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. Participation fees and fronting fees accrued to but excluding the first day (or, if such day is not a Business Day, on the next succeeding Business Day) of each January, April, July and October shall be payable on in arrears for the third Business Day following the last day of March, June, September and December of each year, commencing quarterly period then ended on the first day of such date to occur after the Effective Datecalendar quarter; provided that all such fees shall be payable on the date on which the Committed Amounts Commitments terminate and any such fees accruing after the date on which the Committed Amounts Commitments terminate shall be payable on demand. Any other fees payable to an any Issuing Bank pursuant to this paragraph shall be payable within 10 30 days after demanddemand (accompanied by reasonable back-up documentation therefor). All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)elapsed. (c) The Borrower agrees Borrowers jointly and severally agree to pay to the Administrative Agent, for its own account, the agency and administration fees set forth in the Fee Letter, payable in the amounts and at the times separately specified therein or as so otherwise agreed upon between by the Borrower Borrowers and the Administrative Agent, or such agency fees as may otherwise be separately agreed upon by the Borrowers and the Administrative Agent in writing. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an 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 refundable under any circumstancescircumstances except as otherwise provided in the Fee Letter.

Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a commitment fee fee, which shall accrue at an annual a rate equal to the Commitment Fee Rate per annum applicable Unused Fee on Committed Amount, to the Revolving Credit Commitment of such Class on the average daily amount of the Unused Revolving Credit Commitment of such Lender’s unused Committed Amount Class of such Revolving Lender during the period from and including the Effective Closing Date to but excluding the date on which its Committed Amount terminatessuch Lender’s Revolving Credit Commitments of such Class terminate. Accrued Unused Fees on Committed Amounts commitment fees shall be payable in arrears on the last day Business Day of each March, June, September and December for the quarterly period then ended (commencing on September 30, 2017, but in the case of each year the payment made on September 30, 2017, for the period from the Closing Date to such date) and on the date on which the aggregate Committed Amounts Revolving Credit Commitments of the applicable Class terminate. For purposes of calculating the commitment fees only, commencing on no portion of the first such date to occur after the date hereof, Revolving Credit Commitments shall be computed on the basis deemed utilized as a result of a year of 360 days and shall be payable for the actual number of days elapsed (including the first but excluding the last day)outstanding Swingline Loans. (b) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a participation fee with respect to its participations participation in Letters each Letter of Credit, which shall accrue at the same Applicable Margin Rate used to determine the interest rate applicable to Eurodollar LIBO Rate Revolving Loans on the average daily face amount of such Lender’s LC Exposure attributable to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements) ), during the period from and including the Effective Closing Date to but excluding the later of the date on which such Revolving Lender’s Committed Amount Revolving Credit Commitment of such Class terminates and the date on which such Revolving Lender ceases to have any LC Exposure, Exposure related to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (including any such Letter of Credit Exposure that may exist following the termination of such Revolving Credit Commitments) and (ii) to each Issuing Bank Bank, for its own account, a fronting fee, which shall accrue at the rate in respect of 0.25% per annum on the average daily amount each Letter of that portion of the LC Exposure attributable to Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during for the period from and including the Effective Date to but excluding the later of 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 the rate agreed by such Issuing Bank and the Borrower (but in any event not to exceed 0.125% per annum) of the Committed Amounts and the date on which there ceases to be any LC Exposure attributable to daily face amount of such Issuing BankLetter of Credit, as well as such Issuing Bank’s standard reasonable and customary fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued shall be payable on to but excluding the third last Business Day following the last day of each March, June, September and December shall be payable in arrears for the quarterly period then ended (or, in the case of each yearthe payment made on September 30, commencing 2017, for the period from the Closing Date to such date) on the first last Business Day of such date to occur after the Effective Datecalendar quarter; provided that all such fees shall be payable on the date on which the Committed Amounts terminate Revolving Credit Commitments of the applicable Class terminate, and any such fees accruing after the date on which the Committed Amounts Revolving Credit Commitments of the applicable Class terminate shall be payable on demand. Any other fees payable to an any Issuing Bank pursuant to this paragraph shall be payable within 10 30 days after demand. All participation fees and fronting fees shall be computed on the basis receipt of a year of 360 days and shall be payable for the actual number of days elapsed written demand (including the first day but excluding the last day)accompanied by reasonable back-up documentation) therefor. (c) [Reserved]. (d) The Borrower agrees to pay to the Administrative Agent, for its own account, the fees payable in the amounts and at the times separately agreed upon between by the Borrower and the Administrative AgentAgent in writing. (de) All fees payable hereunder shall be paid on the dates due, in Dollars and in immediately available funds, to the Administrative Agent (or to an 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 Revolving Lenders. Fees paid shall not be refundable under any circumstancescircumstances except as otherwise provided in the Fee Letter. Fees payable hereunder shall accrue through and including the last day of the month immediately preceding the applicable fee payment date. (f) In the event that, on or prior to the date that is six months after the Amendment No. 2 Effective Date, the Borrower (x) prepays, repays, refinances, substitutes or replaces any Amendment No. 2 Term Loans in connection with a Repricing Transaction (including, for the avoidance of doubt, any prepayment made pursuant to Section 2.11(b)(iii) that constitutes a Repricing Transaction) or (y) effects any amendment, modification or waiver of, or consent under, this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Amendment No. 2 Term Lenders, (I) in the case of clause (x), a premium of 1.00% of the aggregate principal amount of the Amendment No. 2 Term Loans so prepaid, repaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the Amendment No. 2 Term Loans that are the subject of such Repricing Transaction outstanding immediately prior to such amendment. If, on or prior to the date that is six months after the Amendment No. 2 Effective Date, all or any portion of the Amendment No. 2 Term Loans held by any Term Lender are prepaid, repaid, refinanced, substituted or replaced pursuant to Section 2.19(b)(iv) as a result of, or in connection with, such Term Lender not agreeing or otherwise consenting to any waiver, consent, modification or amendment referred to in clause (y) above (or otherwise in connection with a Repricing Transaction), such prepayment, repayment, refinancing, substitution or replacement will be made at 101% of the principal amount so prepaid, repaid, refinanced, substituted or replaced. All such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction. (g) Unless otherwise indicated herein, all computations of fees shall be made on the basis of a 360-day year and shall be payable for the actual days elapsed (including the first day but excluding the last day). Each determination by the Administrative Agent of the amount of any fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Fees. (a) The Borrower agrees to pay to the Administrative Agent in dollars for the account of each Revolving Lender a commitment fee fee, which shall accrue at an annual the rate equal to the applicable Unused Fee on Committed Amount, of 0.50% per annum on the average daily unused amount of the Revolving Commitment of such Lender’s unused Committed Amount Lender during the period from and including the Effective Date to but excluding the date on which its Committed Amount terminatesthe Revolving Commitments terminate. Accrued Unused Fees on Committed Amounts commitment fees shall be payable in arrears on the last day Business Day of March, June, September and December of each year and on the date on which the aggregate Committed Amounts Revolving Commitments terminate, commencing on the first such date to occur after the date hereof, Effective Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The Borrower agrees to pay (i) to the Administrative Agent in dollars for the account of each Revolving Lender (other than any Defaulting Lender) a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin Rate used to determine the interest rate applicable to Eurodollar Eurocurrency 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 and including the later of the date on which such Lender’s Committed Amount Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank in dollars a fronting fee, which shall accrue at the rate of equal to 0.25% per annum (or such lower rate as agreed between the Borrower and the relevant Issuing Bank) on the average daily amount of that portion of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding and including the later of the date of termination of the Committed Amounts Revolving Commitments and the date on which there ceases to be any LC Exposure attributable to such Issuing BankExposure, 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. Participation fees and fronting fees accrued shall be payable on the third last Business Day following the last day of March, June, September and December of each year, 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 Committed Amounts Revolving Commitments terminate and any such fees accruing after the date on which the Committed Amounts Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative AgentAgent (including those set forth in the Fee Letter). (d) All fees payable hereunder shall be paid on Notwithstanding the dates dueforegoing, in immediately available fundsand subject to Section 2.22, to the Administrative Agent (or to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Lenders. Fees paid Borrower shall not be refundable under obligated to pay any circumstancesamounts to any Defaulting Lender pursuant to this Section.

Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee fee, which shall accrue at an annual rate equal to the applicable Unused Fee on Committed Amount, Applicable Rate on the daily amount of the unused Commitment of such Lender’s unused Committed Amount Lender during the period from and including the Effective Date to but excluding the date on which its Committed Amount terminatesAvailability Period. Accrued Unused Fees on Committed Amounts commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the aggregate Committed Amounts Commitments terminate, commencing on the first such date to occur after the date hereof, Effective Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a Commitment of a Lender shall be deemed to be used to the extent of the outstanding Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its such Lender’s participations in Letters of Credit, which shall accrue at the same Applicable Margin 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 Committed Amount Commitment terminates and the date on which such Lender ceases to have any LC Exposure, Exposure and (ii) to each the Issuing Bank for its own account a fronting fee, which shall accrue at the rate of 0.250.125% per annum on the average daily amount of that portion of the LC Exposure attributable to such Issuing Bank (excluding any 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 Committed Amounts Commitments and the date on which there ceases to be any LC Exposure attributable to such Issuing BankExposure, as well as such the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued shall be payable on the third Business Day following through and including the last day of March, June, September and December of each yearyear shall be payable on the third (3rd) 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 Committed Amounts Commitments terminate and any such fees accruing after the date on which the Committed Amounts Commitments terminate shall be payable on demand. Any other fees payable to an the Issuing Bank pursuant to this paragraph shall be payable within 10 ten (10) days after demanddemand therefor (or such longer period of time as the Issuing Bank may agree to in its sole discretion). All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an the Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment facility fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender (other than any Defaulting Lender) a commitment fee which shall accrue at an annual the rate equal to the applicable Unused Fee on Committed Amount, of 0.375% per annum on the daily unused amount of the Revolving Commitment of such Lender’s unused Committed Amount Lender during the period from and including the Effective Date to but excluding the date on which its Committed Amount such Revolving Commitment terminates. Accrued Unused Fees on Committed Amounts commitment fees in respect of the Revolving Commitments shall be payable in arrears on the third Business Day following the last day of March, June, September and December of each year and on the date on which the aggregate Committed Amounts Revolving Commitments terminate, commencing on the first such date to occur after the date hereof, . All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees in respect of the Revolving Commitments, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin Rate used to determine the interest rate applicable to Eurodollar Eurocurrency 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 Committed Amount Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate of 0.250.125% per annum (or at such rate as may be separately agreed upon between the Borrower and any such Issuing Bank) on the average daily amount of that portion of the LC Exposure attributable to Letters of Credit issued by such 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 Committed Amounts Revolving Commitments and the date on which there ceases to be any such LC Exposure attributable to such Issuing BankExposure, 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. Participation fees and fronting fees accrued shall be payable on the third Business Day following through and including the last day of March, June, September and December of each yearyear 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 Committed Amounts Revolving Commitments terminate and any such fees accruing after the date on which the Committed Amounts Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the LendersRevolving Lenders entitled thereto. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee fee, which shall accrue at an annual the rate equal to set forth in the applicable Unused Fee on Committed Amount, definition of the term “Applicable Rate” on the average daily unused amount of the Revolving Commitment of such Lender’s unused Committed Amount Lender during the period from and including the Restatement Effective Date to but excluding the date on which its Committed Amount such Revolving Commitment terminates. Accrued Unused Fees on Committed Amounts commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the aggregate Committed Amounts Revolving Commitments terminate, commencing on the first such date to occur after the date hereof, Restatement Effective Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and Actual LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the Rate as interest rate applicable to on Eurodollar Revolving Loans on the average daily amount of such Lender’s Actual 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 Committed Amount Revolving Commitment terminates and the date on which such Lender ceases to have any Actual LC Exposure, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate of 0.25% or rates per annum (but in no event more than 0.25%) separately agreed upon between the Borrower and such Issuing Bank on the average daily amount of that portion of the Actual LC Exposure attributable to Letters of Credit issued by such 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 Committed Amounts Revolving Commitments and the date on which there ceases to be any Actual LC Exposure attributable to such Issuing BankExposure, as well as such each Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued shall be payable on the third Business Day following through and including the last day of March, June, September and December of each yearyear shall be payable on the third 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 Committed Amounts Revolving Commitments terminate and any such fees accruing after the date on which the Committed Amounts Revolving Commitments terminate shall be payable on demand. Any other fees payable to an any Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of calculating the average daily amount of the Actual LC Exposure for any period under this Section 2.12(b), the average daily amount of the Actual Alternative Currency LC Exposure for such period shall be calculated by multiplying (x) the average daily balance of each Alternative Currency Letter of Credit (expressed in the currency in which such Alternative Currency Letter of Credit is denominated) by (y) the Exchange Rate for each such Alternative Currency in effect on the last Business Day of such period or by such other reasonable method that the Administrative Agent deems appropriate. (c) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an 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 LendersLenders entitled thereto. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower Company agrees to pay to the Administrative Agent for the account of each Lender Lender, in accordance with its Applicable Percentage, a commitment fee which shall accrue at an annual rate equal to the applicable Unused Fee on Committed AmountApplicable Rate times the actual daily amount by which the aggregate Commitments exceeds the sum of (i) the outstanding principal amount of Revolving Loans and (ii) the amount of LC Exposure, subject to adjustment as provided in Section 2.24; provided that, if such Lender continues to have any Credit Exposure after its Commitment terminates, then such commitment fee shall continue to accrue on the daily amount of such Lender’s unused Committed Amount during the period Credit Exposure from and including the Effective Date date on which its Commitment terminates to but excluding the date on which its Committed Amount terminatessuch Lender ceases to have any Credit Exposure. For the avoidance of doubt, the outstanding principal amount of Swingline Loans shall not be counted towards or considered usage of the Commitments for purposes of determining the commitment fee. Accrued Unused Fees on Committed Amounts commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the aggregate Committed Amounts Commitments terminate, commencing on the first such date to occur after the Effective Date; provided that any commitment fees accruing after the date hereof, on which the Commitments terminate shall be payable on demand. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrower Company 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, which shall accrue at the same Applicable Margin Rate used to determine the interest rate applicable to Eurodollar Eurocurrency Loans on the average daily amount Dollar 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 Committed Amount Commitment terminates and the date on which such Lender ceases to have any LC Exposure, Exposure and (ii) to each the relevant Issuing Bank for its own account a fronting fee, which shall accrue at the rate of 0.250.125% per annum on the average daily amount of that portion Dollar Amount of the LC Exposure attributable to such Issuing Bank (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 Effective Date to but excluding the later of the date of termination of the Committed Amounts Commitments and the date on which there ceases to be any LC Exposure attributable to such Issuing BankExposure, as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation Unless otherwise specified above, participation fees and fronting fees accrued shall be payable on the third Business Day following through and including the last day of March, June, September and December of each yearyear shall be payable on the third (3rd) 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 Committed Amounts Commitments terminate and any such fees accruing after the date on which the Committed Amounts Commitments terminate shall be payable on demand. Any other fees payable to an any Issuing Bank pursuant to this paragraph shall be payable within 10 ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Participation fees and fronting fees in respect of Letters of Credit denominated in Dollars shall be paid in Dollars, and participation fees and fronting fees in respect of Letters of Credit denominated in a Foreign Currency shall be paid in such Foreign Currency. (c) The Borrower Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower Company and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in Dollars (except as otherwise expressly provided in this Section 2.12) and immediately available funds, to the Administrative Agent (or to an each Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the applicable Lenders. Fees (other than fees calculated in error) paid shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees Borrowers agree to pay to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a commitment fee fee, which shall accrue at an annual a rate equal to the Commitment Fee Rate per annum applicable Unused Fee on Committed Amount, to the Revolving Credit Commitments of such Class on the average daily amount of the Unused Revolving Credit Commitment of such Lender’s unused Committed Amount Class of such Revolving Lender during the period from and including the Effective Closing Date to but excluding the date on which its Committed Amount such Lender’s Revolving Credit Commitments terminates. Accrued Unused Fees on Committed Amounts commitment fees shall be payable in arrears on the last day of March, June, September and December Business Day of each year April, July, October and January (commencing with the last Business Day of Fiscal Quarter ended April 30, 2019) for the quarterly period then ended and on the date on which the aggregate Committed Amounts Revolving Credit Commitments of the applicable Class terminate. For purposes of calculating the commitment fees only, commencing on no portion of the first such date to occur after the date hereof, Revolving Credit Commitments shall be computed on the basis deemed utilized as a result of a year of 360 days and shall be payable for the actual number of days elapsed (including the first but excluding the last day)outstanding Swingline Loans. (b) The Borrower agrees Subject to Section 2.21, the Borrowers agree to pay (i) to the Administrative Agent for the account of each Revolving Lender of any Class a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin Rate used to determine the interest rate applicable to Eurodollar LIBO Rate Revolving Loans (with respect to Letters of Credit issued in US Dollars) or BA Rate Revolving Loans (with respect to Letters of Credit issued in Canadian Dollars) of such Class on the average daily face amount of such Lender’s LC Exposure attributable to its Revolving Credit Commitment of such Class (excluding any portion thereof attributable to unreimbursed LC Disbursements) ), during the period from and including the Effective Closing Date to but excluding the earlier of (A) the later of the date on which such Revolving Lender’s Committed Amount Revolving Credit Commitment of such Class terminates and the date on which such Revolving Lender ceases to have any LC Exposure, Exposure attributable to its Revolving Credit Commitment of such Class and (B) the Termination Date and (ii) to each Issuing Bank Bank, for its own account, a fronting fee, which shall accrue at the rate in respect of 0.25% per annum on the average daily amount each Letter of that portion of the LC Exposure attributable to Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during for the period from and including the Effective Date to but excluding the later of the date of termination issuance of such Letter of Credit to the Committed Amounts and earlier of (A) the expiration date of such Letter of Credit, (B) the date on which there ceases such Letter of Credit terminates or (C) the Termination Date, computed at a rate equal to be any LC Exposure attributable to the rate agreed by such Issuing BankBank and the Borrower Representative (but in any event not to exceed 0.125% per annum) of the daily face amount of such Letter of Credit, 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. Participation fees and fronting fees accrued to the last Business Day of each April, July, October and January shall be payable in arrears for the quarterly period then ended on the third last Business Day following the last day of Marchsuch fiscal quarter; provided, June, September and December of each year, 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 Committed Amounts terminate Revolving Credit Commitments of the applicable Class terminate, and any such fees accruing after the date on which the Committed Amounts Revolving Credit Commitments of the applicable Class terminate shall be payable on demand. Any other fees payable to an any Issuing Bank pursuant to this paragraph shall be payable within 10 30 days after demand. All participation fees and fronting fees shall be computed on the basis receipt of a year of 360 days and shall be payable for the actual number of days elapsed written demand (including the first day but excluding the last day)accompanied by reasonable back-up documentation) therefor. (c) [Reserved] (d) [Reserved] (e) The Borrower Representative agrees to pay to the Administrative Agent, for its own account, the fees payable in the amounts and at the times separately agreed upon between by the Initial Borrower and the Administrative AgentAgent in writing (including, without limitation, the First Lien Agency Fee under and as defined in the Fee Letter). (df) All fees payable hereunder shall be paid on the dates due, (i) in the case of the fees contemplated in Sections 2.12(a) and (e), in US Dollars and (ii) in the case of the fees contemplated in Section 2.12(b), the currency in which the applicable Letter of Credit is issued in and, in each case, in immediately available funds, to the Administrative Agent (or to an the applicable Issuing Bank, in the case of fees payable to itany Issuing Bank) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders. Fees paid shall not be refundable under any circumstances, except as otherwise provided in the Fee Letter. Fees payable hereunder shall accrue through and including the last day of the month immediately preceding the applicable fee payment date. (g) In the event that, on or prior to the date that is six months after the Amendment No. 4 Closing Date, a Repricing Transaction occurs, the Borrowers shall pay to the Administrative Agent, for the ratable account of each applicable Initial Term Loan Lenders, (I) in the case of clauses (a) and (c) of the definition of “Repricing Transaction”, a premium of 1.00% of the aggregate principal amount of the Initial Term Loans so prepaid, repaid, refinanced, substituted or replaced (including pursuant to Section 2.19(b)(iv)) and (II) in the case of clause (b) of the definition of “Repricing Transaction”, a fee equal to 1.00% of the aggregate principal amount of the Initial Term Loans that are the subject of such Repricing Transaction outstanding immediately prior to such amendment. All such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction. (h) Unless otherwise indicated herein, all computations of fees shall be made on the basis of a 360-day year and shall be payable for the actual days elapsed (including the first day but excluding the last day). Each determination by the Administrative Agent of the amount of any fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Fees. (a) The Borrower agrees Borrowers agree to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee fee, which shall accrue at an annual rate equal to the applicable Unused Applicable Rate set forth in the definition thereof under the column entitled “Commitment Fee on Committed Amount, Rate” on the average daily unused amount of the Revolving Commitment of such Lender’s unused Committed Amount Lender during the period from and including the Effective Date to but excluding the date on which its Committed Amount terminatesRevolving Availability Period. Accrued Unused Fees on Committed Amounts commitment fees shall be payable in arrears on the last day Business Day of March, June, September and December of each year year, commencing on the second such date to occur after the Effective Date and on the date on which the aggregate Committed Amounts such Revolving Commitments terminate, commencing on the first such date to occur after the date hereof, . All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees with respect to Revolving Commitments, a Revolving Commitment of a Revolving Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Revolving Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The Borrower agrees Borrowers agree to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee (a “LC Participation Fee”) with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used Rate from time to determine time in effect for purposes of determining the interest rate applicable to Eurodollar Eurocurrency 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 Revolving Lender’s Committed Amount Revolving Commitment terminates and the date on which such Revolving Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate of 0.250.15% per annum on the average daily amount of that portion of the its LC Exposure attributable to such 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 Committed Amounts Revolving Commitments and the date on which there ceases to be any LC Exposure attributable to such Issuing BankExposure, 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. LC Participation fees Fees and fronting fees accrued shall be payable on the third Business Day following through and including the last day of March, June, September and December of each yearyear shall be payable in arrears on the third Business Day following such last day, commencing on the first second such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Committed Amounts Revolving Commitments terminate and any such fees accruing after the date on which the Committed Amounts Revolving Commitments terminate shall be payable on demand. Any other fees payable to an any Issuing Bank pursuant to this paragraph shall be payable within 10 30 days after demandthe Borrower’s receipt of a reasonably detailed written statement therefor. All participation fees LC Participation Fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower agrees Borrowers agree to pay to the Administrative Agent, for its own account, the agency fees payable in the amounts and at the times separately agreed upon between set forth in the Borrower and the Administrative AgentFee Letter. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an the applicable Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation feesLC Participation Fees, to the LendersLenders entitled thereto. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee fee, which shall accrue at an annual rate equal to the applicable Unused Fee on Committed Amount, Revolving Loan Applicable Rate on the average daily unused amount of each Revolving Commitment of such Lender’s unused Committed Amount Lender during the period from and including the Effective Original Closing Date to but excluding the date on which its Committed Amount terminatesthe aggregate Revolving Commitments terminate. Accrued Unused Fees on Committed Amounts commitment fees shall be payable in arrears in respect of the Revolving Commitments, on the last day Business Day of March, June, September and December of each year and on the date on which the aggregate Committed Amounts Revolving Commitments terminate, commencing on the first such date to occur after the date hereof, Original Closing Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees with respect to Revolving Commitments, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Revolving Loan Applicable Margin Rate used to determine the interest rate applicable to Eurodollar Revolving Loans (minus 0.125% per annum) 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 Original Closing Date to but excluding the later of the date on which such Lender’s Committed Amount Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each the Issuing Bank a fronting fee, which shall accrue at the a rate of 0.25equal to 0.125% per annum on the average daily amount of that portion of the LC Exposure attributable to such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Original Closing Date to but excluding the later of the date of termination of the Committed Amounts Revolving Commitments and the date on which there ceases to be any LC Exposure attributable to such Issuing BankExposure, as well as such the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued shall be payable on the third last Business Day following the last day of March, June, September and December of each year, commencing on the first such date to occur after the Effective Original Closing Date; , provided that all such fees shall be payable on the date on which the Committed Amounts Revolving Commitments terminate and any such fees accruing after the date on which the Committed Amounts Revolving Commitments terminate shall be payable on demand. Any other fees payable to an the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately immediately, available funds, to the Administrative Agent (or to an the Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the LendersLenders entitled thereto. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a commitment fee fee, which shall accrue at an annual a rate equal to the Commitment Fee Rate per annum applicable Unused Fee on Committed Amount, to the Revolving Credit Commitments of such Class on the average daily amount of the unused Revolving Credit Commitment of such Lender’s unused Committed Amount Class of such Revolving Lender during the period from and including the Effective Closing Date to but excluding the date on which its Committed Amount such Xxxxxx’s Revolving Credit Commitment of such Class terminates. Accrued Unused Fees on Committed Amounts commitment fees shall be payable in arrears on the last day of March, June, September and December Business Day of each year Fiscal Quarter (commencing with the first full Fiscal Quarter after the Closing Date) for the quarterly period then ended (or, in the case of the payment made on June 30, 2022, for the period from the Closing Date to such date), and on the date on which the aggregate Committed Amounts Revolving Credit Commitments of the applicable Class terminate. For purposes of calculating the commitment fee only, commencing on the first such date to occur after the date hereof, Revolving Credit Commitment of any Class of any Revolving Lender shall be computed on deemed to be used to the basis extent of a year Revolving Loans of 360 days such Class of such Revolving Lender and the LC Exposure of such Revolving Lender attributable to its Revolving Credit Commitment of such Class, and no portion of the Revolving Credit Commitment of any Class shall be payable for the actual number deemed used as a result of days elapsed (including the first but excluding the last day)outstanding Swingline Loans. (b) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender of any Class a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin Rate used to determine the interest rate applicable to Eurodollar Revolving Loans of such Class that are SOFR Benchmark Loans on the average daily face amount of such Lender’s LC Exposure attributable to its Revolving Credit Commitment of such Class (excluding any portion thereof that is attributable to unreimbursed LC Disbursements) ), during the period from and including the Effective Closing Date to but excluding the earlier of (A) the later of the date on which such Revolving Lender’s Committed Amount Revolving Credit Commitment of such Class terminates and the date on which such Revolving Lender ceases to have any LC ExposureExposure attributable to its Revolving Credit Commitment of such Class and (B) the Termination Date, and (ii) to each Issuing Bank Bank, for its own account, a fronting fee, which shall accrue at the rate in respect of 0.25% per annum on the average daily amount each Letter of that portion of the LC Exposure attributable to Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during for the period from and including the Effective Date to but excluding the later of the date of termination issuance of such Letter of Credit to the Committed Amounts and earlier of (A) the expiration date of such Letter of Credit, (B) the date on which there ceases such Letter of Credit terminates or (C) the Termination Date, computed at a rate equal to be any LC Exposure attributable to the rate agreed by such Issuing BankBank and the Borrower (but in any event not to exceed 0.125% per annum) of the daily face amount of such Letter of Credit, 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. Participation fees and fronting fees accrued shall accrue to but excluding the last Business Day of each Fiscal Quarter and be payable in arrears for the quarterly period then ended on the third last Business Day following of each Fiscal Quarter (commencing, if applicable, with the last day Business Day of March, June, September and December of each year, commencing on the first such date to occur full Fiscal Quarter after the Effective Closing Date); provided that all such fees shall be payable on the date on which the Committed Amounts terminate Revolving Credit Commitments of the applicable Class terminate, and any such fees accruing after the date on which the Committed Amounts Revolving Credit Commitments of the applicable Class terminate shall be payable on demand. Any other fees payable to an any Issuing Bank pursuant to this paragraph shall be payable within 10 30 days after demand. All participation fees and fronting fees shall be computed on the basis receipt of a year of 360 days and shall be payable for the actual number of days elapsed written demand (including the first day but excluding the last day)accompanied by reasonable back-up documentation) therefor. (c) [Reserved]. (d) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable the annual administration fee described in the amounts and at the times separately agreed upon between the Borrower and the Administrative AgentFee Letter. (de) All fees payable hereunder shall be paid on the dates due, in Dollars and in immediately available funds, to the Administrative Agent (or to an 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 Lendersany Issuing Bank). Fees paid shall not be refundable under any circumstancescircumstances except as otherwise provided in the Fee Letter. Fees payable hereunder shall accrue through and including the last day of the month immediately preceding the applicable fee payment date. (1) In the event that, prior to the third anniversary of the ClosingSecond Amendment Effective Date, (i) the Borrower prepays any Initial Term Loans pursuant to Section 2.11(a)(i), (ii) the Borrower prepays or refinances any Initial Term Loans pursuant to Section 2.11(b)(iii) (it being understood and agreed for the avoidance of doubt that payments as a result of assignments made to Affiliated Lenders pursuant to Section 9.05(g) shall not be subject to this Section 2.12(f)), (ii) the Borrower prepays or refinances any Initial Term Loans pursuant to Section 2.11(b)(iii) or (iii) the Initial Term Loans are accelerated in accordance with Article 7, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Initial Term Lenders (including any Non-Consenting Lender whose Initial Term Loans are repaid, replaced or assigned pursuant to Section 2.19(b)(iv)) a prepayment premium equal to the amount set forth opposite the relevant period from the Closing Date as indicated below: Prior to the second anniversary of the ClosingSecond Amendment Effective Date the Make-Whole Amount On or after the second anniversary of the ClosingSecond Amendment Effective Date but prior to the third anniversary of the ClosingSecond Amendment Effective Date 3.00% of the outstanding principal amount of the Initial Term Loans being prepaid On and after the third anniversary of the ClosingSecond Amendment Effective Date: 0.00% of the outstanding principal amount of the Initial Term Loans being prepaid (2) In the event that, prior to the second anniversary of the ClosingSecond Amendment Effective Date, the Borrower prepays in any Fiscal Year any Initial Term Loans pursuant to Section 2.11(b)(ii) in an aggregate amount exceeding $40,000,000 in such Fiscal Year, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Initial Term Lenders a prepayment premium equal to the amount set forth opposite the relevant period from the Closing Date as indicated below: Prior to the first anniversary of the ClosingSecond Amendment Effective Date 2.00% of the outstanding principal amount of the Initial Term Loans being prepaid On or after the first anniversary of the Closing Date but prior to the second anniversary of the ClosingSecond Amendment Effective Date 1.00% of the outstanding principal amount of the Initial Term Loans being prepaid On and after the second anniversary of the ClosingSecond Amendment Effective Date: 0.00% of the outstanding principal amount of the Initial Term Loans being prepaid The foregoing premiums in sub-clausesclauses (1) (including the Make-Whole Amount) and (2) of this clause (f) are referred to as the “Prepayment Premium”. All such amounts shall be due and payable on the date of the relevant prepayment or acceleration pursuant to Sections 2.11(a)(i), 2.11(b)(ii), 2.11(b)(iii) or Article 7, as applicable. For the avoidance of doubt, no Prepayment Premium shall be payable hereunder in connection with any prepayment or repayment of Initial Term Loans (or any acceleration thereof) on or after the third anniversary of the ClosingSecond Amendment Effective Date (in the case of sub-clause (1) above) or the second anniversary of the ClosingSecond Amendment Effective Date (in the case of sub-clause (2) above). Without limiting the generality of the foregoing, it is understood and agreed that if the Initial Term Loans are accelerated and become due prior to their maturity date in respect of any Event of Default (including upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the amount of principal of and premium on the Initial Term Loans that becomes due and payable shall equal 100% of the principal amount of the Initial Term Loans plus the Prepayment Premium in effect on the date of such acceleration and shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s loss as a result thereof. Any premium payable above shall be presumed to be the liquidated damages sustained by each Lender and the Borrower agrees that it is reasonable under the circumstances currently existing. THE BORROWER EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Borrower expressly agrees (to the fullest extent it may lawfully do so) that: (A) the Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between the Lenders and the Borrower giving specific consideration in this transaction for such agreement to pay the Prepayment Premium; and (D) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph. (g) Unless otherwise indicated herein, all computations of fees shall be made on the basis of a 360-day year and shall be payable for the actual days elapsed (including the first day but excluding the last day). Each determination by the Administrative Agent of a fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Fees. (a) The Borrower agrees Borrowers jointly and severally agree to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee fee, which shall accrue at an annual rate equal to the applicable Unused Fee on Committed Amount, Applicable Rate on the daily amount of the Available Revolving Commitment of such Lender’s unused Committed Amount Revolving Lender during the period from and including the Effective Closing Date to but excluding the date on which its Committed Amount the last of the Revolving Commitments (or Extended Revolving Commitments) of such Revolving Lender terminates. Accrued Unused Fees on Committed Amounts commitment fees shall be payable in arrears on the last day Business Day of March, June, September and December of each year and on the date on which the aggregate Committed Amounts last of the Revolving Commitments terminate, commencing on the first such date to occur after the Closing Date; provided that any commitment fees accruing after the date hereof, on which such Revolving Commitments terminate shall be payable on demand. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrower agrees Borrowers agree to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin Rate used to determine the interest rate applicable to Eurodollar Eurocurrency Revolving Loans on the average daily amount Dollar 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 Closing Date to but excluding the later of the date on which the last of such Revolving Lender’s Committed Amount Revolving Commitment terminates and the date on which such Revolving Lender ceases to have any LC Exposure, Exposure and (ii) to each the Issuing Bank for its own account a fronting fee, which shall accrue at the rate of 0.25% per annum separately agreed upon by the Borrowers and the Issuing Bank on the average daily amount of that portion Dollar Amount of the LC Exposure attributable to such Issuing Bank (excluding any 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 Closing Date to but excluding the later of the date of termination of the Committed Amounts last of the Revolving Commitments and the date on which there ceases to be any LC Exposure attributable to such Issuing BankExposure, as well as such the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation Unless otherwise specified above, participation fees and fronting fees accrued shall be payable on the third Business Day following through and including the last day of March, June, September and December of each yearyear shall be payable on the third (3rd) Business Day following such last day, commencing on the first such date to occur after the Effective Closing Date; provided that all such fees shall be payable on the date on which the Committed Amounts last of the Revolving Commitments terminate and any such fees accruing after the date on which the Committed Amounts such Revolving Commitments terminate shall be payable on demand. Any other fees payable to an the Issuing Bank pursuant to this paragraph shall be payable within 10 ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower agrees Borrowers agree to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower Borrowers and the Administrative Agent. (d) If any Repricing Event occurs prior to the date occurring six months after the Closing Date, the Borrowers agree to pay to the Administrative Agent, for the ratable account of each Lender with Term B Loans that are subject to such Repricing Event (including any Lender which is replaced pursuant to Section 9.02(e) as a result of its refusal to consent to an amendment giving rise to such Repricing Event), a fee in an amount equal to 1.00% of the aggregate principal amount of the Term B Loans subject to such Repricing Event. Such fees shall be earned, due and payable upon the date of the occurrence of the respective Repricing Event. (e) All fees payable hereunder shall be paid on the dates due, in Dollars and immediately available funds, to the Administrative Agent (or to an the Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the applicable Revolving Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees Borrowers agree to pay to the Administrative Agent in dollars for the account of each Revolving Lender a commitment fee fee, which shall accrue at an annual the rate equal to of the applicable Unused Commitment Fee on Committed Amount, Percentage per annum on the average daily unused amount of the Revolving Commitment of such Lender’s unused Committed Amount Lender during the period from and including the Effective Date to but excluding the date on which its Committed Amount terminatesthe Revolving Commitments terminate. Accrued Unused Fees on Committed Amounts commitment fees shall be payable in arrears on the third Business Day following the last day of March, June, September and December of each year and on the date on which the aggregate Committed Amounts Revolving Commitments terminate, commencing on the first such date to occur after the date hereof, Effective Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The Borrower agrees Borrowers agree to pay (i) to the Administrative Agent in dollars for the account of each Revolving Lender (other than any Defaulting Lender) a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin 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 DisbursementsDisbursements but taking into account the maximum amount available to be drawn under all outstanding Letters of Credit, whether or not such maximum amount is then in effect) during the period from and including the Effective Date to but excluding and including the later of the date on which such Lender’s Committed Amount Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank in dollars a fronting fee, which shall accrue at the (x) a rate of 0.25equal to 0.125% per annum or (y) a lesser rate per annum agreed to by any Issuing Bank (with respect to any Letter of Credit issued by such Issuing Bank), in each case on the average daily amount of that portion of the LC Exposure Exposure, attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC DisbursementsDisbursements but taking into account the maximum amount available to be drawn under all outstanding Letters of Credit, whether or not such maximum amount is then in effect) during the period from and including the Effective Date to but excluding and including the later of the date of termination of the Committed Amounts Revolving Commitments and the date on which there ceases to be any LC Exposure attributable to such Issuing BankExposure, 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. 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 Business Day following the last day of March, June, September and December of each yearDecember, respectively, 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 Committed Amounts Revolving Commitments terminate and any such fees accruing after the date on which the Committed Amounts Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower agrees Borrowers agree to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower Borrowers and the Administrative AgentAgent in the Fee Letter. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, The Borrowers agree to pay to the Administrative Agent (or to in dollars for the account of each Term Lender a ticking fee, which shall accrue at the rate of the Ticking Fee Percentage per annum, on an Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, amount equal to the Lendersamount of the Initial Term Commitment of such Term Lender as of the Effective Date, during the period from and including the Allocation Date to but excluding the Effective Date. Fees paid Accrued ticking fees shall be payable on the Effective Date. All ticking fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (e) Notwithstanding the foregoing, and subject to Section 2.21, the Borrowers shall not be refundable under obligated to pay any circumstancesamounts to any Defaulting Lender pursuant to this Section 2.11.

Fees. (a) The Borrower Company agrees to pay to the Administrative Agent for the account of each Lender a commitment fee fee, which shall accrue at an annual rate equal to the applicable Unused Fee on Committed Amount, Applicable Rate on the daily amount of the unused Commitment of such Lender’s unused Committed Amount , subject to adjustment as provided in Section 2.18, during the period from and including the Effective Date date of this Agreement to but excluding the date on which its Committed Amount such Commitment terminates. Accrued Unused Fees on Committed Amounts commitment fees shall be payable in arrears on the last day Business Day of March, June, September and December of each year year, on any date prior to the Maturity Date on which the Commitments terminate and on the date on which the aggregate Committed Amounts terminateMaturity Date, 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). (b) The Borrower Company 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, which shall accrue at the same Applicable Margin Rate used to determine the interest rate applicable to Eurodollar Eurocurrency 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 Committed Amount Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank Lender a fronting fee, which shall accrue at the rate of 0.250.125% per annum on the average daily amount of that portion of the LC Exposure attributable to such 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 Committed Amounts Commitments and the date on which there ceases to be any LC Exposure attributable to such Issuing BankExposure, as well as such each Issuing BankLender’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued shall be payable on the third Business Day following through and including the last day of March, June, September and December of each yearyear shall be payable on the fifteenth 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 Committed Amounts Commitments terminate and any such fees accruing after the date on which the Committed Amounts Commitments terminate shall be payable on demand. Any other fees payable to an any Issuing Bank Lender pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower Company agrees to pay to the Administrative Agent, each for its their own account, fees payable in the amounts and at the times separately agreed upon in writing between the Borrower Company and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an the applicable Issuing BankLender, 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 refundable under any circumstancescircumstances absent error in the calculation or payment thereof.

Fees. (a) The Borrower agrees to pay to the Administrative Agent in dollars for the account of each Revolving Lender a commitment fee fee, which shall accrue at an annual the rate equal to the applicable Unused Fee on Committed Amount, of 0.50% per annum on the average daily unused amount of the Revolving Commitment of such Lender’s unused Committed Amount Lender during the period from and including the Effective Date to but excluding the date on which its Committed Amount terminatesthe Revolving Commitments terminate. Accrued Unused Fees on Committed Amounts commitment fees shall be payable in arrears on the first Business Day following the last day of March, June, September and December of each year and on the date on which the aggregate Committed Amounts Revolving Commitments terminate, commencing on the first such date to occur after the date hereof, ; provided that any such fees accrued from the Effective Date through the end of the first full fiscal quarter following the Effective Date shall be payable on the first Business Day following the last day of such full quarter. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The Borrower agrees to pay (i) to the Administrative Agent in dollars for the account of each Revolving Lender (other than any Defaulting Lender) a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin 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 and including the later of the date on which such Lender’s Committed Amount Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, Exposure and (ii) to each Issuing Bank in dollars a fronting fee, which shall accrue at the rate fee for each Letter of 0.25Credit equal to 0.125% per annum on the average daily amount of that portion of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding and including the later of the date of termination of the Committed Amounts Revolving Commitments and the date on which there ceases to be any LC Exposure attributable to such Issuing BankExposure, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal amendment or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees for standby Letters of Credit accrued shall be payable on the third Business Day following through and including the last day of March, June, September and December of each yearyear shall be payable on the first 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 Committed Amounts Revolving Commitments terminate and any such fees accruing after the date on which the Committed Amounts Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on Notwithstanding the dates dueforegoing, in immediately available fundsand subject to Section 2.22, to the Administrative Agent (or to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Lenders. Fees paid Borrower shall not be refundable under obligated to pay any circumstancesamounts to any Defaulting Lender pursuant to this Section 2.12.

Fees. (ai) The Borrower agrees to pay to the Administrative Agent for the account of each Lender having a Revolving Commitment, a commitment fee fee, which shall accrue at an annual a rate per annum equal to the applicable Unused Fee on Committed Amount, 0.50% on the daily amount of the unused Revolving Commitment (provided that Swingline Loans shall not be deemed to be a use of the Revolving Commitments for the purpose of the calculation of such Lender’s unused Committed Amount commitment fee) during the period from and including the Effective Closing Date to but excluding the date on which its Committed Amount terminatessuch Revolving Commitment terminates (it being understood that LC Exposure constitutes a use of the Revolving Commitment). Accrued Unused Fees on Committed Amounts commitment fees shall be payable in arrears on the last day of March, June, September and December of each year year, each date on which the Revolving Commitments are permanently reduced and on the date on which the aggregate Committed Amounts Revolving Commitments terminate, commencing on the first such date to occur after the date hereof, Closing Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrower agrees to pay to (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at rate per annum equal to the same Applicable Margin 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 Closing Date to but excluding the later of the date on which such Lender’s Committed Amount Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, Exposure and (ii) to each the Issuing Bank for its own account a fronting fee, which shall accrue at the a rate of per annum equal to 0.25% per annum on the average daily amount of that portion of the LC Exposure attributable to such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) with respect to each Letter of Credit during the period from and including the Effective Closing Date to but excluding the later of the date of termination of the Committed Amounts Revolving Commitments and the date on which there ceases to be any such LC Exposure attributable to such Issuing BankExposure, as well as such the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation Accrued participation fees and fronting fees accrued shall be payable in arrears on the third Business Day following the last day of March, June, September and December of each year, commencing on the first such date to occur after the Effective Closing Date; provided that all such fees shall be payable on the date on which the Committed Amounts Revolving Commitments terminate and any such fees accruing after the date on which the Committed Amounts Revolving Commitments terminate shall be payable on demand. Any other fees payable to an the Issuing Bank pursuant to this paragraph shall be payable within 10 ten days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower agrees to pay to the Administrative Agenteach Credit Party, for its own account, the fees and other amounts payable in connection herewith in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agentsuch Credit Party. (d) All fees and other amounts payable hereunder shall be paid on the dates due, in immediately available funds, funds to the Administrative Agent (or to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Lenders. Fees paid hereunder shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay As consideration for its services under this Agreement, Fidelity shall be entitled to the Administrative Agent fees computed in accordance with Articles I, II, III and IV of this Agreement and any additional fees described in this Section. A reasonable additional fee will be charged if Fidelity has to reprocess any contribution data transmission due to excessive errors of the Employer or payroll vendor. Additional services and special reports or statements may be provided if Fidelity and Employer enter into a separate written agreement identifying such services and the associated fees. Fidelity shall be entitled to reasonable compensation for its costs and expenses incurred in the account event of each Lender termination of this Agreement. Fidelity reserves the right to charge a commitment termination fee which shall accrue at an annual rate equal to a full year of fees identified under Articles I, II, III and IV in the applicable Unused event the Employer terminates its relationship with Fidelity within one year after the Implementation Date. Fidelity will charge an additional Conversion Fee on Committed Amount, on under Article I if either the daily amount Employer acquires another Company and merges the acquired Company's plan with its Plan or the Employer receives additional assets to be added to its existing Plan. The Conversion Fee will be determined after the relevant information has been received by Fidelity. This fee will be communicated to the Employer prior to the conversion of such Lender’s unused Committed Amount additional assets into the Employer's Plan. The implementation service fee in Article I will be billed during the period from and including implementation process. The annual base fees in Article II will become effective as of the Effective Date to but excluding earlier of the date on which its Committed Amount terminatesthe telephone exchange service becomes available to Participants and/or the Employer, or the date Fidelity processes withdrawals. Accrued Unused Fees on Committed Amounts shall These fees will be payable prorated through the end of the initial quarter. All Fidelity fees in Articles II, III and IV will be billed in arrears to the Employer on a quarterly basis. An Employee is treated as a Participant for purposes of the last annual per-participant fee if he/she has an account balance on any day of March, June, September the quarter or any previous quarter in the twelve-month annual billing cycle. Therefore a Participant receiving a distribution will be considered a Participant in each quarter in which he/she had an account and December each quarter thereafter in the billing cycle. The trustee fees in Article III will become effective as of each year and on the date on which the aggregate Committed Amounts terminate, commencing on the first such date to occur after the date hereof, 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 but excluding the last day). (b) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin 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 Committed Amount terminates and the date on which such Lender ceases to have any LC Exposure, and (iiPlan's Effective Date in Section 1.01(g) to each Issuing Bank a fronting fee, which shall accrue at the rate of 0.25% per annum on the average daily amount of that portion of the LC Exposure attributable to such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during Adoption Agreement or the period from and including the Effective Date to but excluding the later Implementation Date. If payment of the date aforementioned fees is not received by Fidelity within sixty days of termination receipt of Fidelity's quarterly invoice, or the Committed Amounts and the date on which there ceases fees are to be any LC Exposure attributable to such Issuing Bankpaid by the Participants, as well as such Issuing Bank’s standard then the fees with respect shall be paid from the Trust fund. Unless allocable to the issuanceaccounts of particular Participants, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued shall be payable on the third Business Day following the last day of March, June, September and December of each year, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on charged against the date on which respective accounts of all Participants in such reasonable manner as the Committed Amounts terminate and any such fees accruing after the date on which the Committed Amounts terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)Trustee may determine. (c) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees Borrowers agree to pay to the Administrative Agent a commitment fee for the account of each Lender a commitment fee Revolving Lender, which shall accrue at an annual rate equal to the applicable Unused Fee on Committed Amount, Applicable Rate on the daily amount of the undrawn portion of the Revolving Commitment of such Lender’s unused Committed Amount Lender during the period from and including the Effective Date to but excluding the date on which its Committed Amount terminatesthe Lenders’ Revolving Commitments terminate; it being understood that the LC Exposure of a Lender shall be included and the Swingline Exposure of a Lender shall be excluded in the drawn portion of the Revolving Commitment of such Lender for purposes of calculating the commitment fee. Accrued Unused Fees on Committed Amounts commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the aggregate Committed Amounts Revolving Commitments terminate, commencing on the first such date to occur after the date hereof, . All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrower agrees Borrowers agree to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin 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 Committed Amount Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each the Issuing Bank a fronting fee, which shall accrue at the rate of 0.25% per annum on the average daily amount of that portion of the LC Exposure attributable to Letters of Credit issued by such 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 Committed Amounts Commitments and the date on which there ceases to be any LC Exposure attributable to such Issuing BankExposure, as well as such the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued shall be payable on the third Business Day following through and including the last day of March, June, September and December of each yearyear 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 Committed Amounts Revolving Commitments terminate and any such fees accruing after the date on which the Committed Amounts Revolving Commitments terminate shall be payable on demand. Any other fees payable to an the Issuing Bank pursuant to this paragraph shall be payable within 10 ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower agrees Borrowers agree to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower Borrowers and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in dollars in immediately available funds, to the Administrative Agent (or to an the Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the LendersLenders entitled thereto. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee fee, which shall accrue at an annual rate equal to the applicable Unused Fee on Committed Amount, Applicable Rate on the daily unused amount of each Revolving Commitment of such Lender’s unused Committed Amount Lender during the period from and including the Effective Date to but excluding the date on which its Committed Amount terminatesthe Revolving Commitments terminate. Accrued Unused Fees on Committed Amounts commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date dates on which the aggregate Committed Amounts Revolving Commitments terminate, commencing on the first such date to occur after the date hereof, . All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees with respect to Revolving Commitments, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used Rate from time to determine time in effect for purposes of determining the interest rate applicable to Eurodollar Revolving Loans on the average daily amount of such Lender’s '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 Committed Amount 's Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each the Issuing Bank a fronting fee, which shall accrue at the rate of 0.250.125% per annum on the average daily amount of that portion of the LC Exposure attributable to such 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 Committed Amounts Revolving Commitments and the date on which there ceases to be any LC Exposure attributable to such Issuing BankExposure, as well as such the Issuing Bank’s 's standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued shall be payable on the third Business Day following through and including the last day of March, June, September and December of each yearyear shall be payable in arrears 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 Committed Amounts Revolving Commitments terminate and any such fees accruing after the date on which the Committed Amounts Revolving Commitments terminate shall be payable on demand. Any other fees payable to an the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an the Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the LendersLenders entitled thereto. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to the Administrative Agent in dollars for the account of each Revolving Lender a commitment fee fee, which shall accrue at an annual the rate equal to the applicable Unused Fee on Committed Amount, of 1.00% per annum on the average daily unused amount of the Revolving Commitment of such Lender’s unused Committed Amount Lender during the period from and including the Effective Date to but excluding the date on which its Committed Amount terminatesthe Revolving Commitments terminate. Accrued Unused Fees on Committed Amounts commitment fees shall be payable in arrears on the third Business Day following the last day of March, June, September and December of each year and on the date on which the aggregate Committed Amounts Revolving Commitments terminate, commencing on the first such date to occur after the date hereof, . All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The Borrower agrees to pay (i) to the Administrative Agent in dollars for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin Rate used to determine the interest rate applicable to Eurodollar Eurocurrency 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 Committed Amount Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank in dollars a fronting fee, which shall accrue at the rate of 0.250.125% per annum on the average daily amount of that portion of the LC Exposure attributable to Letters of Credit issued by such 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 Committed Amounts Revolving Commitments and the date on which there ceases to be any LC Exposure attributable to such Issuing BankExposure, 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. Participation fees and fronting fees accrued shall be payable on the third Business Day following through and including the last day of March, June, September and December of each yearyear 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 Committed Amounts Revolving Commitments terminate and any such fees accruing after the date on which the Committed Amounts Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the LendersRevolving Lenders entitled thereto. Fees paid hereunder shall not be refundable under any circumstances. (e) Notwithstanding the foregoing, the Borrower shall not be obligated to pay any amounts to any Defaulting Lender pursuant to this Section 2.12.

Fees. (a) The U.S. Borrower agrees to pay to the Administrative Agent for the account of each U.S. Revolving Lender a commitment fee which shall accrue at an annual equal to a rate per annum equal to the applicable Unused Commitment Fee Rate multiplied by the amount by which such Lender’s U.S. Commitment on Committed Amount, on each day exceeds the daily amount sum of such Lender’s unused Committed Amount U.S. Revolving Loans and U.S. LC Exposure on such day during the period from and including the Amendment Effective Date to but excluding the date on which its Committed Amount terminatesthe Lenders’ U.S. Commitments terminate. The Borrowers jointly and severally agree to pay to the Multicurrency Administrative Agent for the account of each Multicurrency Revolving Lender a commitment fee at a rate per annum equal to the Commitment Fee Rate multiplied by the amount by which such Lender’s Multicurrency Commitment on each day exceeds the sum of such Lender’s Multicurrency Revolving Loans and Multicurrency LC Exposure on such day during the period from and including the Amendment Effective Date to but excluding the date on which the Lenders’ Multicurrency Commitments terminate. Accrued Unused Fees on Committed Amounts commitment fees shall be payable in arrears on the last day of March, June, September and December first Business Day of each year January, April, July and October and on the date on which the aggregate Committed Amounts Commitments of the applicable Class terminate, commencing on the first such date to occur after the date hereofApril 1, 2014. 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 but excluding the last day)elapsed. (b) The Each Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of CreditCredit issued for the account of such Borrower, which shall accrue at the same Applicable Margin Rate used to determine the interest rate applicable to Eurodollar Revolving Loans in the case of U.S. Letters of Credit and the interest rate applicable to CDOR Rate Loans in the case of Multicurrency Letters of Credit (or, in the case of Cash Collateralized Letters of Credit, at a rate equal to the Applicable Rate used to determine the interest rate for Eurodollar revolving Loans minus 75 basis points) on the average daily maximum amount of such Lender’s LC Exposure in respect of Letters of Credit issued for such Borrower (excluding any portion thereof attributable to unreimbursed LC DisbursementsDisbursements that are not reimbursed on the date on which such LC Disbursements arise) during the period from and including the Amendment Effective Date to but excluding the later of the date on which such Lender’s Committed Amount Commitment terminates and the date on which such Lender ceases to have any LC ExposureExposure in respect of Letters of Credit issued for the account of such Borrower, and (ii) to each applicable Issuing Bank a fronting fee, which shall accrue at a rate separately agreed between the rate of 0.25% per annum applicable Borrower and such Issuing Bank on the average daily amount of that portion of the LC Exposure attributable to in respect of Letters of Credit issued by such Issuing Bank for the account of such Borrower (excluding any portion thereof attributable to unreimbursed LC DisbursementsDisbursements that are not reimbursed on the date on which such LC Disbursements arise) during the period from and including the Amendment Effective Date to but excluding the later of the date of termination of the Committed Amounts Commitments and the date on which there ceases to be any LC Exposure attributable to in respect of Letters of Credit issued by such Issuing BankBank for the account of such Borrower, as well as such the applicable Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of each calendar month shall be payable on the third first Business Day following the last day of March, June, September and December of each yearcalendar month following such last day, commencing on the first such date to occur after the Amendment Effective Date; provided that all such fees shall be payable on the date on which the Committed Amounts Commitments of any Class terminate in full (with respect to the LC Exposure under such Commitments) and any such fees accruing after the date on which the Committed Amounts Commitments of any Class terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 10 days Business Days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)elapsed. (c) The Borrower Each of the Borrowers agrees to pay to the Administrative each Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the such Borrower and the Administrative such Agent. (d) All Subject to Section 2.17, all fees payable hereunder shall be paid on the dates duedue in Dollars, in immediately available funds, to the each Applicable Administrative Agent (or to an 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 applicable Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Subject to Section 2.24(a)(iii)(A), the Borrower agrees to pay to the Administrative Agent in dollars for the account of each Revolving Lender a commitment fee which shall accrue at an annual rate equal to the applicable Unused Applicable Fee on Committed Amount, on Rate times the average daily unused amount of the Revolving Commitment of such Lender’s unused Committed Amount Lender during the period from and including the Effective Closing Date to but excluding the date on which its Committed Amount terminatesthe Revolving Commitments terminate. Accrued Unused Fees on Committed Amounts commitment fees shall be payable in arrears on the last day Business Day of March, June, September and December of each year and on the date on which the aggregate Committed Amounts Revolving Commitments terminate, commencing on the first such date to occur after the date hereof, Closing Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender. (b) The Subject to Sections 2.24(a)(iii)(B) and (C), the Borrower agrees to pay (i) to the Administrative Agent in dollars for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin Rate used to determine the interest rate applicable to Eurodollar Eurocurrency Revolving Loans on the average daily maximum amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Closing Date to but excluding and including the later of the date on which such Lender’s Committed Amount Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank in dollars a fronting fee, which shall accrue at the rate of equal to 0.25% per annum (or such lower rate as agreed between the Borrower and the relevant Issuing Bank) on the average daily maximum amount of that portion of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Closing Date to but excluding and including the later of the date of termination of the Committed Amounts Revolving Commitments and the date on which there ceases to be any LC Exposure attributable to such Issuing BankExposure, 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. Participation fees and fronting fees accrued shall be payable in arrears on the third last Business Day following the last day of March, June, September and December of each year, commencing on the first such date to occur after the Effective Closing Date; provided that all such fees shall be payable on the date on which the Committed Amounts Revolving Commitments terminate and any such fees accruing after the date on which the Committed Amounts Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 10 15 days after demanddemand (or such later date as such Issuing Bank may agree). All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an Issuing Bank, including those set forth 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 refundable under any circumstancesFee Letter).

Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee (the “Revolving Facility Commitment Fee”), which shall accrue at an annual rate equal to the applicable Unused Fee on Committed Amount, Applicable Rate on the average daily unused amount of the Revolving Commitment of such Lender’s unused Committed Amount Revolving Lender during the period from and including the Effective Date to but excluding the date on which its Committed Amount terminatesthe Revolving Commitments terminate. Accrued Unused Fees on Committed Amounts commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the aggregate Committed Amounts Revolving Commitments terminate, commencing on the first such date to occur after the date hereof, . All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender. (b) The Borrower agrees to pay to the Administrative Agent for the account of each 364-Day Lender a commitment fee (the “364-Day Facility Commitment Fee”), which shall accrue at the Applicable Rate on the average daily unused amount of the 364-Day Commitment of such 364-Day Lender during the period from and including the Effective Date to but excluding the date on which the 364-Day Commitments terminate. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the 364-Day Commitments terminate, commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a 364-Day Commitment of a Lender shall be deemed to be used to the extent of the outstanding 364-Day Loans of such Lender. (c) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin 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 Committed Amount Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, Exposure and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate of 0.250.125% per annum on the average daily amount of that portion of the LC Exposure attributable to Letters of Credit issued by such 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 Committed Amounts Revolving Commitments and the date on which there ceases to be any such LC Exposure attributable to such Issuing BankExposure, 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. Participation fees and fronting fees accrued shall be payable on the third Business Day following through and including the last day of March, June, September and December of each yearyear shall be payable on the earlier of such last day (if a Business Day) or the 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 Committed Amounts Revolving Commitments terminate and any such fees accruing after the date on which the Committed Amounts Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (cd) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (de) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an 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 LendersRevolving Lenders entitled thereto. Fees paid hereunder shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay As consideration for its services under this Agreement, Fidelity shall ---- be entitled to the Administrative Agent fees in accordance with Articles I, II, III, IV and any Appendices and Addenda. A reasonable additional fee will be charged if Fidelity has to reprocess any contribution data transmission due to excessive errors of the Employer or payroll vendor. Fidelity shall charge $100 per hour for expenses incurred for creation of an electronic file related to the account termination of each Lender this Agreement. In addition, Fidelity reserves the right to charge a commitment termination fee which shall accrue at in an annual rate amount equal to a full year of fees identified under this Agreement in the applicable Unused Fee on Committed Amount, on event the daily amount of such Lender’s unused Committed Amount during the period from and including the Effective Date to but excluding the date on which Employer terminates its Committed Amount terminates. Accrued Unused Fees on Committed Amounts shall be payable in arrears on the last day of March, June, September and December of each relationship with Fidelity within one year and on the date on which the aggregate Committed Amounts terminate, commencing on the first such date to occur after the date hereof, shall Implementation Date. The Start-up and Conversion Plan Fees in Article I will be computed on billed with the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first but excluding the last day). (b) initial invoice generated by Fidelity. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations annual base fees in Letters of Credit, which shall accrue at the same Applicable Margin 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 Article II will become effective as of the date the Fidelity Retirement Benefits Line becomes available to Participants or the Employer. All Fidelity fees in Articles II, III and IV will be billed in arrears to the Employer, or Participants, as applicable, on which such Lender’s Committed Amount terminates and the date on which such Lender ceases to have any LC Exposurea quarterly basis. Quarterly basis for purposes of billing is defined as February 28, May 31, August 31, and (ii) to November 30 of each Issuing Bank calendar year. An Employee is treated as a fronting fee, which shall accrue at the rate of 0.25% per annum on the average daily amount of that portion Participant for purposes of the LC Exposure attributable to such Issuing Bank (excluding annual per- Participant fee if he/she has an account balance on any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later day of the date of termination quarter or any previous quarter in the twelve-month annual billing cycle. In addition, a Participant receiving a lump sum distribution will be considered a Participant through the end of the Committed Amounts and quarterly billing cycle that includes the date on which there ceases to be any LC Exposure attributable to such Issuing Bankmonth of December. The trustee fee in Article III will become effective as of the Implementation Date. If payment of the aforementioned fees is not received by Fidelity within sixty days of receipt of Fidelity's invoice, 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. Participation fees and fronting fees accrued shall be payable on the third Business Day following the last day of March, June, September and December of each year, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on paid from available Plan forfeitures and shall then be charged against the date on which respective accounts of all Participants in such reasonable manner as the Committed Amounts terminate Trustee may determine. Fidelity will charge a separate Conversion Plan Fee under Article I if the Employer acquires another Company and any such fees accruing merges the acquired Company's Plan with its Plan or receives additional assets for its Plan. The Conversion Plan Fee will be determined after the date on which the Committed Amounts terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees relevant information has been received by Fidelity and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower agrees to pay communicated to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, Employer prior to the Administrative Agent (or to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstancesconversion.

Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee fee, which shall accrue at an annual rate equal to the applicable Unused Fee on Committed Amount, Applicable Rate on the average daily unused amount of the Revolving Commitment of such Lender’s unused Committed Amount Lender during the period from and including the Effective Date to but excluding the date on which its Committed Amount such Revolving Commitment terminates. Accrued Unused Fees on Committed Amounts commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the aggregate Committed Amounts Revolving Commitments terminate, commencing on the first such date to occur after the date hereof, . All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees with respect to Revolving Commitments, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the Rate as interest rate applicable to on Eurodollar Revolving Loans on the average daily amount of such Lender’s '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 Committed Amount 's Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each the Issuing Bank a fronting fee, which shall accrue at the rate of 0.25% per annum on the average daily amount of that portion of the LC Exposure attributable to such 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 Committed Amounts Revolving Commitments and the date on which there ceases to be any LC Exposure attributable to such Issuing BankExposure, as well as such the Issuing Bank’s 's standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued shall be payable on the third Business Day following through and including the last day of March, June, September and December of each yearyear 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 PROVIDED that all such fees shall be payable 57 52 on the date on which the Committed Amounts Revolving Commitments terminate and any such fees accruing after the date on which the Committed Amounts Revolving Commitments terminate shall be payable on demand. Any other fees payable to an the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an the Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the LendersLenders entitled thereto. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee fee, which shall accrue at an annual rate equal to the applicable Unused Fee on Committed Amount, Applicable Rate on the daily unused amount of each Revolving Commitment or Phase II Tranche A Commitment of such Lender’s unused Committed Amount Lender during the period from and including the Effective Date to but excluding the date on which its Committed Amount such Commitment terminates. Accrued Unused Fees on Committed Amounts commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date dates on which the aggregate Committed Amounts such Commitments terminate, commencing on the first such date to occur after the date hereof, . All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees with respect to Revolving Commitments, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used Rate from time to determine time in effect for purposes of determining the interest rate applicable to Eurodollar Eurocurrency Revolving Loans on the average daily amount of such Lender’s '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 Committed Amount 's Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each the Issuing Bank a fronting fee, which shall accrue at the rate of 0.250.125% per annum on the average daily amount of that portion of the LC Exposure attributable to such 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 Committed Amounts Revolving Commitments and the date on which there ceases to be any LC Exposure attributable to such Issuing BankExposure, as well as such the Issuing Bank’s 's standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued shall be payable on the third Business Day following through and including the last day of March, June, September and December of each yearyear shall be payable in arrears 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 Committed Amounts Revolving Commitments terminate and any such fees accruing after the date on which the Committed Amounts Revolving Commitments terminate shall be payable on demand. Any other fees payable to an the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an Issuing Bank, Except in the case of fees payable mandatory prepayments required under Section 2.11(c) as a result of a Prepayment Event referred to itin clause (a), (b) for distributionor (d) of the definition of the term Prepayment Event or required under Section 2.11(d), in the case all voluntary and mandatory prepayments of commitment fees and participation fees, Tranche B Term Loans made on or prior to the Lenders. Fees paid shall not Tranche B Refinancing Date, including the prepayment contemplated by the Second Amendment, will be refundable under any circumstancesaccompanied by payment of a prepayment fee equal to (i) 2.0% of the aggregate amount of such prepayment, if such prepayment is made during the first year after the Effective Date and (ii) 1.0% of the aggregate amount of such prepayment, if such prepayment is made during the second year after the Effective Date.

Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee fee, which shall accrue at an annual rate equal to the applicable Unused Fee on Committed Amount, Applicable Rate on the actual daily amount of by which such Lender’s unused Committed Amount Commitment exceeds such Lender’s Revolving Credit Exposure, subject to adjustment as provided in Section 2.20, during the period from and including the Effective Date to but excluding the date on which its Committed Amount such Commitment terminates. Accrued Unused Fees on Committed Amounts commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the aggregate Committed Amounts Commitments terminate, commencing on the first such date to occur after the date hereof, . All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin 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 Committed Amount Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each the Issuing Bank a fronting fee, which shall accrue at the rate of 0.25% or rates per annum separately agreed upon between the Borrower and the Issuing Bank in the Fee Letter on the average daily amount of that portion of the LC Exposure attributable to such 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 Committed Amounts Commitments and the date on which there ceases to be any LC Exposure attributable to such Issuing BankExposure, as well as such the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation Unless otherwise specified above, participation fees and fronting fees accrued shall be payable on the third Business Day following through and including the last day of March, June, September and December of each yearyear 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 Committed Amounts Commitments terminate and any such fees accruing after the date on which the Committed Amounts Commitments terminate shall be payable on demand. Any other fees payable to an the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative AgentAgent in the Fee Letter. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an the Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstancescircumstances (other than in the case, and to the extent, of any overpayment thereof by the Borrower).

Fees. (a) The Borrower agrees Borrowers agree to pay to the Administrative Agent for the account of each Initial Revolving Lender (other than any Defaulting Lender) a commitment fee fee, which shall accrue at an annual a rate equal to the applicable Unused Commitment Fee on Committed Amount, Rate per annum on the average daily amount of the unused Initial Commitment of such Lender’s unused Committed Amount Initial Revolving Lender during the period from and including the Effective Closing Date to but excluding the date on which its Committed Amount terminatessuch Initial Revolving Lender’s Initial Commitments terminate. Accrued Unused Fees on Committed Amounts commitment fees shall be payable in arrears on the last day Business Day of each March, June, September and December of each year for the quarterly period then ended (commencing on September 30, 2017) and on the date on which the aggregate Committed Amounts Initial Commitments terminate. For purposes of calculating the commitment fee only, commencing on the first such date to occur after the date hereof, Commitment of any Class of any Revolving Lender shall be computed on deemed to be used to the basis extent of a year Revolving Loans of 360 days such Class of such Revolving Lender and the LC Exposure of such Revolving Lender attributable to its Revolving Credit Commitment of such Class, and no portion of the Commitment of any Class shall be payable for the actual number deemed used as a result of days elapsed (including the first but excluding the last day)outstanding Swingline Loans. (b) The Subject to Section 2.21, the US Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations participation in Letters each US Letter of Credit, which shall accrue at the same Applicable Margin Rate used to determine the interest rate applicable to Eurodollar LIBO Rate Revolving Loans on the average daily face amount of such Lender’s US LC Exposure in respect of such US Letter of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements) Disbursements in respect of US Letters of Credit), during the period from and including the Effective Closing Date to but excluding the later of the date on which such Lender’s Committed Amount Initial US Commitment terminates and the date on which such Lender ceases to have any US LC Exposure, Exposure in respect of such US Letter of Credit and (ii) to each Issuing Bank Bank, for its own account, a fronting fee, which shall accrue at the rate in respect of 0.25% per annum on the average daily amount each US Letter of that portion of the LC Exposure attributable to Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during for the period from and including the Effective Date to but excluding the later of the date of issuance of such US Letter of Credit to the expiration date of such US Letter of Credit (or if terminated on an earlier date, to the termination date of such US Letter of Credit), computed at a rate equal to the rate agreed by such Issuing Bank and the US Borrower (but in any event not to exceed 0.125% per annum) of the Committed Amounts and the date on which there ceases to be any LC Exposure attributable to daily face amount of such Issuing BankUS Letter of Credit, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any US Letter of Credit or processing of drawings thereunder. . (c) Subject to Section 2.21, the Canadian Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participation in each Canadian Letter of Credit, which shall accrue at the Applicable Rate used to determine the interest rate applicable to CDOR Revolving Loans on the daily face amount of such Lender’s Canadian LC Exposure in respect of such Canadian Letter of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements in respect of Canadian Letters of Credit), during the period from and including the Closing Date to the later of the date on which such Lender’s Initial Canadian Commitment terminates and the date on which such Lender ceases to have any Canadian LC Exposure in respect of such Canadian Letter of Credit and (ii) to each Issuing Bank, for its own account, a fronting fee, in respect of each Canadian Letter of Credit issued by such Issuing Bank for the period from the date of issuance of such Canadian Letter of Credit to the expiration date of such Canadian Letter of Credit (or if terminated on an earlier date, to the termination date of such Canadian Letter of Credit), computed at a rate equal to the rate agreed by such Issuing Bank and the Canadian Borrower (but in any event not to exceed 0.125% per annum) of the daily face amount of such Canadian Letter of Credit, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Canadian Letter of Credit or processing of drawings thereunder. (d) Participation fees and fronting fees accrued shall be payable on to, but excluding, the third last Business Day following the last day of each March, June, September and December of each year, commencing shall be payable in arrears for the quarterly period then ended on the first last Business Day of such date to occur after the Effective Datecalendar quarter; provided that all such fees shall be payable on the date on which the Committed Amounts terminate Initial Commitments terminate, and any such fees accruing after the date on which the Committed Amounts Initial Commitments terminate shall be payable on demand. Any other fees payable to an any Issuing Bank pursuant to this paragraph Section 2.12 shall be payable within 10 30 days after demand. All participation fees and fronting fees shall be computed on the basis receipt of a year of 360 days and shall be payable for the actual number of days elapsed written demand (including the first day but excluding the last day)accompanied by reasonable back-up documentation) therefor. (ce) The Borrower agrees Borrowers agree to pay to the Administrative Agent, for its own account, the fees payable in the amounts and at the times separately agreed upon between the by any Borrower and the Administrative AgentAgent in writing. (df) All fees payable hereunder shall be paid on the dates due, in Dollars and in immediately available funds, to the Administrative Agent (or to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstancescircumstances except as otherwise provided in the Fee Letter. Fees payable hereunder shall accrue to, but excluding, the applicable fee payment date. (g) Unless otherwise indicated herein, all computations of fees shall be made on the basis of a 360-day year and shall be payable for the actual days elapsed (including the first day but excluding the last day). Each determination by the Administrative Agent of a fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Fees. (ai) The U.S. Borrower agrees to pay to each Lender in respect of a Tranche of Revolving Loans (other than any Defaulting Lender), through the Administrative Agent for the account of each Lender a commitment fee which shall accrue at an annual rate equal to the applicable Unused Fee on Committed AmountAgent, on the daily amount of such Lender’s unused Committed Amount during the period from and including the Effective Date to but excluding the date on which its Committed Amount terminates. Accrued Unused Fees on Committed Amounts shall be payable in arrears on three Business Days after the last day of March, June, September and December of in each year year, and on three Business Days after the date on which the aggregate Committed Amounts terminateRevolving Facility Commitments of all the Lenders in respect of such Tranche shall be terminated as provided herein, commencing a commitment fee (a “Commitment Fee”) on the first daily amount of the Available Unused Commitment of such date Lender attributable to occur after such Tranche during the preceding quarter (or other period ending with the date hereof, on which the last of the Commitments of such Lender in respect of such Tranche shall be terminated) at a rate equal to 0.50% per annum. 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 in a year of 360 days. For the first but excluding the last day). (b) The Borrower agrees to pay (i) to the Administrative Agent for the account purpose of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such calculating any Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) Commitment Fee, the outstanding Swingline Loans during the period from and including the Effective Date to but excluding the later of the date on for which such Lender’s Committed Amount terminates and the date on which such Lender ceases Commitment Fee is calculated shall be deemed to have any LC Exposure, and (ii) be zero. The Commitment Fee due to each Issuing Bank a fronting fee, which Lender in respect of any Tranche of Revolving Loans shall commence to accrue at the rate of 0.25% per annum on the average daily amount of that portion of the LC Exposure attributable Closing Date and shall cease to such 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 Committed Amounts and the date on which there ceases to be any LC Exposure attributable to such Issuing Bank, 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. Participation fees and fronting fees accrued shall be payable on the third Business Day following the last day of March, June, September and December of each year, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable accrue on the date on which the Committed Amounts terminate and any last of the Commitments of such fees accruing after the date on which the Committed Amounts terminate Lender in respect of such Tranche shall be payable terminated as provided herein. For purposes of computing the average daily amount of any Revolving L/C Exposure for any period under this Section 2.13(a)(i) and under Section 2.13(b), the average daily amount of Alternative Currency Revolving L/C Exposure for such period shall be calculated by multiplying (i) the average daily balance of each Alternative Currency Letter of Credit (expressed in the currency in which such Alternative Currency Letter of Credit is denominated) by (ii) the Exchange Rate for the Alternative Currency in which such Letter of Credit is denominated in effect on demandthe last Business Day of such period or by such other reasonable method that the Administrative Agent deems appropriate. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on Commitment Fee paid in respect of the basis of a year of 360 days and shall be payable for the actual number of days elapsed Canadian Tranche (including the first day but excluding the last day). (ci) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to each Canadian Tranche Lender’s Canadian Lending Office to the Administrative Agent extent paid by the Canadian Borrower and (or ii) shall be paid to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, each Canadian Tranche Lender’s U.S. Lending Office to the Lenders. Fees extent paid shall not be refundable under any circumstancesby the U.S. Borrower.

Fees. (a) The Borrower Company agrees to pay to the Administrative Agent Agent, for the account of each Lender US Tranche Lender, a commitment fee which shall accrue at an annual rate equal to the applicable Unused Fee on Committed Amount, Applicable Rate on the daily amount unused portion of the US Tranche Revolving Commitment of such Lender’s unused Committed Amount US Tranche Lender during the period from and including the Effective Date to but excluding the date on which its Committed Amount such US Tranche Revolving Commitment terminates. The European Borrowers agree to pay to the European Agent for the account of each European Tranche Lender a commitment fee, which shall accrue at the Applicable Rate on the daily unused portion of the European Tranche Commitment of such European Tranche Lender during the period from and including the Effective Date to but excluding the date on which such European Tranche Commitment terminates. The Company shall pay any commitment fee described hereunder that is not paid by any other Borrower when due. Any payment required to be made pursuant to this paragraph (a) by the Company to the European Agent shall be made to the Administrative Agent, as a sub-agent for the European Agent, as applicable, in New York, New York for the account of the applicable Lenders. Accrued Unused Fees on Committed Amounts commitment fees shall be payable in arrears on the third Business Day following the last day of March, June, September and December of each year and on the date on which the aggregate Committed Amounts Commitments terminate, commencing on the first such date to occur after the date hereof, 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 but excluding the last day). (b) The Borrower Company agrees to pay (i) to the Administrative Agent for the account of each US Tranche Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin Rate used to determine the interest rate applicable to Eurodollar Eurocurrency 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 Committed Amount US Tranche Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each the Issuing Bank a fronting fee, which fee shall accrue at the rate of 0.250.125% per annum on the average daily amount of that portion of the LC Exposure attributable to such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) with respect 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 Committed Amounts US Tranche Revolving Commitments and the date on which there ceases to be any LC Exposure attributable to such Issuing BankExposure, as well as such the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued shall be payable on the third Business Day following through and including the last day of March, June, September and December of each yearyear 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 Committed Amounts US Tranche Revolving Commitments terminate and any such fees accruing after the date on which the Committed Amounts US Tranche Revolving Commitments terminate shall be payable on demand. Any other fees payable to an the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demanddemand (accompanied by reasonable back-up documentation therefor). All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower Company and the Administrative Agent. The Company and the Borrowers jointly and severally agree to pay to the European Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the European Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Applicable Agent (or to an the Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee fee, which shall accrue at an annual a rate equal to the applicable Unused Commitment Fee on Committed Amount, Rate on the average daily unused amount of the Revolving Commitment of such Lender’s unused Committed Amount Lender during the period from and including the Effective Date to but excluding the date on which its Committed Amount terminatesthe Revolving Commitments terminate. Accrued Unused Fees on Committed Amounts commitment fees shall be payable in arrears on the third Business Day following the last day of March, June, September and December of each year and on the date on which the aggregate Committed Amounts Revolving Commitments terminate, commencing on the first such date to occur after the date hereof, Effective Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a Global Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Global Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Global Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin Rate used to determine the interest rate applicable to Eurodollar Eurocurrency 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 Committed Amount Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank a fronting feefee in respect of each Letter of Credit issued by such Issuing Bank, which shall accrue at the a rate of equal to 0.25% per annum on the average daily amount of that portion of the LC Exposure attributable to such 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 Committed Amounts Revolving Commitments and the date on which there ceases to be any LC Exposure attributable to such Issuing BankExposure, 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. Participation fees and fronting fees accrued shall be payable on the third Business Day following through and including the last day of March, June, September and December of each yearyear 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 Committed Amounts Revolving Commitments terminate and any such fees accruing after the date on which the Committed Amounts Revolving Commitments terminate shall be payable on demand. Any other fees payable to an any Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days (or, in the case any such fee is payable in Sterling, 365 days) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an 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 LendersLenders entitled thereto. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees Borrowers agree to pay to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a commitment fee fee, which shall accrue at an annual a rate equal to the Commitment Fee Rate per annum applicable Unused Fee on Committed Amount, to the Revolving Credit Commitments of such Class on the average daily amount of the Unused Revolving Credit Commitment of such Lender’s unused Committed Amount Class of such Revolving Lender during the period from and including the Effective Closing Date to but excluding the date on which its Committed Amount such Lender’s Revolving Credit Commitments terminates. Accrued Unused Fees on Committed Amounts commitment fees shall be payable in arrears on the last day of March, June, September and December Business Day of each year April, July, October and January (commencing with the last Business Day of Fiscal Quarter ended April 30, 2019) for the quarterly period then ended and on the date on which the aggregate Committed Amounts Revolving Credit Commitments of the applicable Class terminate. For purposes of calculating the commitment fees only, commencing on no portion of the first such date to occur after the date hereof, Revolving Credit Commitments shall be computed on the basis deemed utilized as a result of a year of 360 days and shall be payable for the actual number of days elapsed (including the first but excluding the last day)outstanding Swingline Loans. (b) The Borrower agrees Subject to Section 2.21, the Borrowers agree to pay (i) to the Administrative Agent for the account of each Revolving Lender of any Class a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin Rate used to determine the interest rate applicable to Eurodollar LIBO Rate Revolving Loans (with respect to Letters of Credit issued in US Dollars) or BA Rate Revolving Loans (with respect to Letters of Credit issued in Canadian Dollars) of such Class on the average daily face amount of such Lender’s LC Exposure attributable to its Revolving Credit Commitment of such Class (excluding any portion thereof attributable to unreimbursed LC Disbursements) ), during the period from and including the Effective Closing Date to but excluding the earlier of (A) the later of the date on which such Revolving Lender’s Committed Amount Revolving Credit Commitment of such Class terminates and the date on which such Revolving Lender ceases to have any LC Exposure, Exposure attributable to its Revolving Credit Commitment of such Class and (B) the Termination Date and (ii) to each Issuing Bank Bank, for its own account, a fronting fee, which shall accrue at the rate in respect of 0.25% per annum on the average daily amount each Letter of that portion of the LC Exposure attributable to Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during for the period from and including the Effective Date to but excluding the later of the date of termination issuance of such Letter of Credit to the Committed Amounts and earlier of (A) the expiration date of such Letter of Credit, (B) the date on which there ceases such Letter of Credit terminates or (C) the Termination Date, computed at a rate equal to be any LC Exposure attributable to the rate agreed by such Issuing BankBank and the Borrower Representative (but in any event not to exceed 0.125% per annum) of the daily face amount of such Letter of Credit, 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. Participation fees and fronting fees accrued to the last Business Day of each April, July, October and January shall be payable in arrears for the quarterly period then ended on the third last Business Day following the last day of Marchsuch fiscal quarter; provided, June, September and December of each year, 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 Committed Amounts terminate Revolving Credit Commitments of the applicable Class terminate, and any such fees accruing after the date on which the Committed Amounts Revolving Credit Commitments of the applicable Class terminate shall be payable on demand. Any other fees payable to an any Issuing Bank pursuant to this paragraph shall be payable within 10 30 days after demand. All participation fees and fronting fees shall be computed on the basis receipt of a year of 360 days and shall be payable for the actual number of days elapsed written demand (including the first day but excluding the last day)accompanied by reasonable back-up documentation) therefor. (c) [Reserved] (d) [Reserved] (e) The Borrower Representative agrees to pay to the Administrative Agent, for its own account, the fees payable in the amounts and at the times separately agreed upon between by the Initial Borrower and the Administrative AgentAgent in writing (including, without limitation, the First Lien Agency Fee under and as defined in the Fee Letter). (df) All fees payable hereunder shall be paid on the dates due, (i) in the case of the fees contemplated in Sections 2.12(a) and (e), in US Dollars and (ii) in the case of the fees contemplated in Section 2.12(b), the currency in which the applicable Letter of Credit is issued in and, in each case, in immediately available funds, to the Administrative Agent (or to an the applicable Issuing Bank, in the case of fees payable to itany Issuing Bank) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders. Fees paid shall not be refundable under any circumstances, except as otherwise provided in the Fee Letter. Fees payable hereunder shall accrue through and including the last day of the month immediately preceding the applicable fee payment date. (g) In the event that, on or prior to the date that is twelve months after the Closing Date, a Repricing Transaction occurs, the Borrowers shall pay to the Administrative Agent, for the ratable account of each applicable Term Lenders, (I) in the case of clauses (a) and (c) of the definition of “Repricing Transaction”, a premium of 1.00% of the aggregate principal amount of the Term Loans so prepaid, repaid, refinanced, substituted or replaced (including pursuant to Section 2.19(b)(iv)) and (II) in the case of clause (b) of the definition of “Repricing Transaction”, a fee equal to 1.00% of the aggregate principal amount of the Term Loans that are the subject of such Repricing Transaction outstanding immediately prior to such amendment. All such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction. (h) Unless otherwise indicated herein, all computations of fees shall be made on the basis of a 360-day year and shall be payable for the actual days elapsed (including the first day but excluding the last day). Each determination by the Administrative Agent of the amount of any fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Fees. (a) The Borrower agrees to pay to the Administrative Agent in dollars for the account of each Revolving Lender a commitment fee fee, which shall accrue at an annual rate equal to the applicable Unused Commitment Fee on Committed Amount, Rate on the actual daily unused amount of the Revolving Commitment of such Lender’s unused Committed Amount Lender during the period from and including the Effective Date to but excluding the date on which its Committed Amount terminatesthe Revolving Commitments terminate. Accrued Unused Fees on Committed Amounts commitment fees shall be payable in arrears on the last 15th day of each of March, June, September and December of each year and on the date on which the aggregate Committed Amounts Revolving Commitments terminate, commencing on the first such date to occur after the date hereofMarch 15, 2016. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The Borrower agrees to pay (i) to the Administrative Agent in dollars for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin Rate used to determine the interest rate applicable to Eurodollar Eurocurrency 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 Committed Amount Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank in dollars a fronting fee, which shall accrue at the rate of 0.250.125% per annum on the average daily amount of that portion of the LC Exposure attributable to Letters of Credit issued by such 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 Committed Amounts Revolving Commitments and the date on which there ceases to be any LC Exposure attributable to such Issuing Bank, 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 thereunderExposure. Participation fees and fronting fees accrued shall be payable on through and including the third Business Day following the last 15th day of each of March, June, September and December of each yearyear shall be payable on such day, commencing on the first such date to occur after the Effective Date; March 15, 2016, provided that all such fees shall be payable on the date on which the Committed Amounts Revolving Commitments terminate and any such fees accruing after the date on which the Committed Amounts Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower agrees to pay to the Administrative Agent, for its own account, fees an agency fee payable in the amounts amount and at the times separately agreed upon between the Borrower and the Administrative Agent. (d) All fees payable hereunder The Borrower Parties shall be paid on the dates due, in immediately available funds, pay to the Administrative Agent (or to an Issuing Bankfor the account of each Term B-1 Dollar Lender a ticking fee accruing from and after December 14, in 2015 and until the case earlier of fees payable to it) for distribution, in the case of commitment fees Commitment Termination Date and participation fees, the Effective Date at a rate equal to the LendersTerm B-1 Dollar Ticking Fee Rate on the outstanding allocated amount of the commitments of such Lender in respect of the Term B-1 Dollar Loans as of each day during such period. Fees paid Such ticking fees shall be earned as they accrue and will be due and payable on the earlier of the Commitment Termination Date and the Effective Date. (e) The Borrower Parties shall pay to the Administrative Agent for the account of each Term B-1 Euro Lender a ticking fee accruing from and after December 18, 2015 and until the earlier of the Commitment Termination Date and the Effective Date at a rate equal to the Term B-1 Euro Ticking Fee Rate on the outstanding allocated amount of the commitments of such Lender in respect of the Term B-1 Euro Loans as of each day during such period. Such ticking fees shall be earned as they accrue and will be due and payable on the earlier of the Commitment Termination Date and the Effective Date. (f) The Borrower Parties shall pay to Credit Suisse AG for the account of each Term A Lender a ticking fee accruing from and after October 17, 2015 and until the earlier of the Commitment Termination Date and the Effective Date at a rate equal to the Term A Ticking Fee Rate on the outstanding allocated amount of the commitments of such Lender in respect of the Term A Facility as of each day during such period. Such ticking fees shall be earned as they accrue and will be due and payable on the earlier of the Commitment Termination Date and the Effective Date. (g) Notwithstanding the foregoing, the Borrower shall not be refundable under obligated to pay any circumstancesamounts to any Defaulting Lender pursuant to this Section 2.12, except as provided by Section 2.22.

Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee fee, which shall accrue accrue, for each day at an annual rate equal to the applicable Unused Fee on Committed AmountApplicable Rate for such day, on the average daily unused amount of the Revolving Commitment of such Lender’s unused Committed Amount Lender for each day during the period from and including the Effective Date to but excluding the date on which its Committed Amount such Commitment terminates. Accrued Unused Fees on Committed Amounts commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the aggregate Committed Amounts Revolving Commitments terminate, commencing on the first such date to occur after the date hereof, . All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue for each day at the same Applicable Margin Rate used to determine the interest rate applicable to Eurodollar LIBO Rate Revolving Loans for such day, on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) for each day during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Committed Amount Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate of 0.25% or rates per annum separately agreed upon between the Borrower and such Issuing Bank on the average daily amount of that portion of the aggregate LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) for each day during the period from and including the Effective Date to but excluding the later of the date of termination of the Committed Amounts Revolving Commitments and the date on which there ceases to be any such LC Exposure attributable to such Issuing BankExposure, as well as such each Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued shall be payable on the third Business Day following through and including the last day of March, June, September and December of each yearyear 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 Committed Amounts Revolving Commitments terminate and any such fees accruing after the date on which the Committed Amounts Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower agrees to pay to the Administrative AgentAgent and the Arranger, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower Borrower, the Administrative Agent and the Administrative AgentArranger. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the LendersRevolving Lenders entitled thereto. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee fee, which shall accrue at an annual rate equal to the applicable Unused Fee on Committed Amount, Applicable Rate per annum on the daily unused amount of the Revolving Commitment of such Lender’s unused Committed Amount Lender during the period from and including the Original Restatement Effective Date to but excluding the date on which its Committed Amount such Commitment terminates. Accrued Unused Fees on Committed Amounts commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the aggregate Committed Amounts Revolving Commitments terminate, commencing on the first such date to occur after the date hereof, Original Restatement Effective Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees pursuant to this Section 2.12(a), a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used Rate as in effect from time to determine the time for interest rate applicable to on 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 Original Restatement Effective Date to but excluding the later of the date on which such Lender’s Committed Amount Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate of 0.25% per annum on the average daily outstanding amount of that portion of the LC Exposure attributable to such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) Bank’s Letters of Credit during the period from and including the Original Restatement Effective Date to but excluding the later of the date of termination of the Committed Amounts Revolving Commitments and the date on which there ceases to be any LC Exposure attributable to such Issuing BankExposure, 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. Participation fees and fronting fees accrued shall be payable on the third Business Day following through and including the last day of March, June, September and December of each yearyear shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Original Restatement Effective Date; provided that all such fees shall be payable on the date on which the Committed Amounts Revolving Commitments terminate and any such fees accruing after the date on which the Committed Amounts Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower agrees to pay to the Administrative Agent and the Collateral Agent, for its their own accountaccounts, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent or the Collateral Agent, as the case may be. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an the relevant Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the LendersLenders entitled thereto. Fees paid shall not be refundable under any circumstances. (e) The fees to be paid in respect of Other Revolving Commitments and any Letters of Credit issued pursuant to any Other Revolving Commitments shall be as set forth in the Refinancing Amendment or Loan Modification Agreement relating thereto.

Fees. (a) The Each Borrower agrees to pay to the Administrative Agent for the account of each Lender (other than any Defaulting Lender) a commitment fee fee, which shall accrue at an annual rate equal to the applicable Unused Fee on Committed Amount, relevant percentage set forth in the row entitled “Commitment Fee” in the definition of “Applicable Rate” on the daily amount by which the Commitment of such Lender’s unused Committed Amount Lender exceeds the Revolving Credit Exposure of such Lender during the period from and including the Third Restatement Effective Date to but excluding the date on which its Committed Amount such Commitment terminates. Accrued Unused Fees on Committed Amounts commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the aggregate Committed Amounts Commitments terminate, commencing on the first such date to occur after the date hereofThird Restatement Effective Date. All commitment fees shall be payable in dollars, shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Each Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin Rate used to determine the interest rate applicable to Eurodollar Eurocurrency 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 Third Restatement Effective Date to but excluding the later of the date on which such Lender’s Committed Amount Commitment terminates and the date on which such Lender ceases to have any LC Exposure, Exposure and (ii) to each the applicable Issuing Bank a fronting feefee with respect to each Letter of Credit issued by it, which shall accrue at the a rate of 0.25% per annum equal to 0.125% on the average daily amount of that portion of the LC Exposure attributable to such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by the Issuing Banks during the period from and including the Third Restatement Effective Date to but excluding the later of the date of termination of the Committed Amounts Commitments and the date on which there ceases to be any LC Exposure attributable to such Issuing BankExposure, as well as such the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation All fees referred to in clause (ii) of the foregoing sentence shall be calculated and payable in dollars; provided that, at the election of the applicable Issuing Bank or (solely to the extent permitted by the applicable Issuing Bank’s policies and procedures) the Lead Borrower, in the case of a Letter of Credit denominated in an Alternative Currency such fees shall be calculated and payable in such Alternative Currency. Unless otherwise specified above, participation fees and fronting fees accrued shall be payable on the third Business Day following through the last day of March, June, September and December of each yearyear shall be payable on the last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date to occur after the Third Restatement Effective Date; provided that all such fees shall be payable on the date on which the Committed Amounts Commitments terminate and any such fees accruing after the date on which the Committed Amounts Commitments terminate shall be payable on demand. Any other fees payable to an any Issuing Bank pursuant to this paragraph shall be payable within 10 ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Each Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower Holdings and the Administrative Agent. (d) Each Borrower agrees to pay to the Arrangers the applicable fees agreed to among Holdings and the Arrangers in the Fee Letter or as otherwise agreed in writing among them in the manner and at the times set forth therein. (e) All fees payable hereunder shall be paid on the dates due, in immediately available fundsSame Day Funds, to the Administrative Agent (or to an 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 The amount of such fees required to be paid hereunder shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee fee, which shall accrue at an annual rate equal to the applicable Unused Fee on Committed Amount, Applicable Rate on the daily unused amount of the Revolving Commitment of such Lender’s unused Committed Amount Lender during the period from and including the Restatement Effective Date to but excluding the date on which its Committed Amount such Commitment terminates. Accrued Unused Fees on Committed Amounts commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the aggregate Committed Amounts Revolving Commitments terminate, commencing on the first such date to occur after the date hereof, Restatement Effective Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees pursuant to this Section 2.12(a), a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used Rate as in effect from time to determine the time for interest rate applicable to on Eurodollar Revolving Loans on the average daily amount of such Lender’s '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 Committed Amount 's Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate of 0.25% per annum on the average daily outstanding amount of that portion of the LC Exposure attributable to such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) Bank's Letters of Credit during the period from and including the Restatement Effective Date to but excluding the later of the date of termination of the Committed Amounts Revolving Commitments and the date on which there ceases to be any LC Exposure attributable to such Issuing BankExposure, as well as such Issuing Bank’s 's standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued shall be payable on the third Business Day following through and including the last day of March, June, September and December of each yearyear shall be payable on the third 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 Committed Amounts Revolving Commitments terminate and any such fees accruing after the date on which the Committed Amounts Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower agrees to pay to the Administrative AgentAgent and the Collateral Agents, for its their own accountaccounts, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative AgentAgent or the Collateral Agents, as the case may be. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an the relevant Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the LendersLenders entitled thereto. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to the Administrative Agent in dollars for the account of each Revolving Lender a commitment fee fee, which shall accrue at an annual the rate of 0.50% per annum (or 0.25% per annum if the Secured Leverage Ratio is less than or equal to 1.25 to 1.00 for the applicable Unused Fee on Committed Amount, most recently ended fiscal quarter of the Borrower for which the consolidated financial statements have been delivered pursuant to Section 5.01(a) or Section 5.01(b) or Section 6.1(a) or Section 6.1(b) of the Original Credit Agreement) on the actual daily unused amount of the Revolving Commitment of such Lender’s unused Committed Amount Lender during the period from and including the Effective Date to but excluding the date on which its Committed Amount terminatesthe Revolving Commitments terminate. Accrued Unused Fees on Committed Amounts commitment fees through and including the last day of each calendar quarter shall be payable in arrears on the last day first Business Day of March, June, September and December of each year the subsequent calendar quarter and on the date on which the aggregate Committed Amounts Revolving Commitments terminate, commencing on the first such date to occur after the date hereofJuly 1, 2019. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender. (b) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender (other than any Defaulting Lender) a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin Rate, in each case, used to determine the interest rate applicable to Eurodollar Eurocurrency 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 Revolving Lender’s Committed Amount Revolving Commitment terminates and the date on which such Revolving Lender ceases to have any LC Exposure. In addition, and (ii) the Borrower agrees to pay to each Issuing Bank Bank, for its own account, a fronting fee, which shall accrue in respect of each Letter of Credit issued by such Issuing Bank to the Borrower for the period from the date of issuance of such Letter of Credit through 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 the a rate of 0.25equal to 0.125% per annum on or such other percentage per annum to be agreed upon between the average daily amount of that portion of the LC Exposure attributable to Borrower and such 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 daily outstanding amount of termination such Letter of the Committed Amounts and the date on which there ceases to be any LC Exposure attributable to such Issuing BankCredit, 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. Participation fees and fronting fees accrued through and including the last day of each calendar quarter shall be payable on the third first Business Day following of the last day of March, June, September and December of each yearsubsequent quarter, commencing on the first such date to occur after the Effective DateJuly 1, 2019; provided that all such fees shall be payable on the date on which the Committed Amounts Revolving Commitments terminate and any such fees accruing after the date on which the Committed Amounts Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 10 days after demanddemand until the expiration or cancellation of all outstanding Letters of Credit. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)elapsed. (c) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the LendersRevolving Lenders entitled thereto. Fees paid hereunder shall not be refundable under any circumstances. (d) The Borrower agrees to pay to the Administrative Agent, for its own account, an agency fee payable in the amount and at the times separately agreed upon between the Borrower and the Administrative Agent. (e) Notwithstanding the foregoing, and subject to Section 2.22, the Borrower shall not be obligated to pay any amounts to any Defaulting Lender pursuant to this Section 2.12; provided that such amounts shall be payable to any non-Defaulting Lender which assumes the obligations of a Defaulting Lender pursuant to Section 2.22(a)(iv).

Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a commitment fee fee, which shall accrue at an annual a rate equal to the Commitment Fee Rate per annum applicable Unused Fee on Committed Amount, to the Revolving Credit Commitments of such Class on the average daily amount of the unused Revolving Credit Commitment of such Lender’s unused Committed Amount Class of such Revolving Lender during the period from and including the Effective Closing Date to but excluding the date on which its Committed Amount such Xxxxxx’s Revolving Credit Commitment of such Class terminates. Accrued Unused Fees on Committed Amounts commitment fees shall be payable in arrears on the last day Business Day of each March, June, September and December (commencing with the Fiscal Quarter ending September 30, 2021) for the quarterly period then ended (or, in the case of each year the payment made on September 30, 2021, for the period from the Closing Date to such date), and on the date on which the aggregate Committed Amounts Revolving Credit Commitments of the applicable Class terminate. For purposes of calculating the commitment fee only, commencing on the first such date to occur after the date hereof, Revolving Credit Commitment of any Class of any Revolving Lender shall be computed on deemed to be used to the basis extent of a year Revolving Loans of 360 days such Class of such Revolving Lender and the LC Exposure of such Revolving Lender attributable to its Revolving Credit Commitment of such Class and no portion of the Revolving Credit Commitment of any Class shall be payable for the actual number deemed used as a result of days elapsed (including the first but excluding the last day)outstanding Swingline Loans. (b) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender of any Class a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin Rate used to determine the interest rate applicable to Eurodollar Revolving Loans of such Class that are LIBO Rate Loans or Term SOFR Loans, as applicable (or, with respect to Letters of Credit denominated in British Pounds Sterling, RFR Loans), on the average daily face amount of such Lender’s LC Exposure attributable to its Revolving Credit Commitment of such Class (excluding any portion thereof that is attributable to unreimbursed LC Disbursements) ), during the period from and including the Effective Closing Date to but excluding the earlier of (A) the later of the date on which such Revolving Lender’s Committed Amount Revolving Credit Commitment of such Class terminates and the date on which such Revolving Lender ceases to have any LC ExposureExposure attributable to its Revolving Credit Commitment of such Class and (B) the Termination Date, and (ii) to each Issuing Bank Bank, for its own account, a fronting fee, which shall accrue at the rate in respect of 0.25% per annum on the average daily amount each Letter of that portion of the LC Exposure attributable to Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during for the period from and including the Effective Date to but excluding the later of the date of termination issuance of such Letter of Credit to the Committed Amounts and earlier of (A) the expiration date of such Letter of Credit, (B) the date on which there ceases such Letter of Credit terminates or (C) the Termination Date, computed at a rate equal to be any LC Exposure attributable to the rate agreed by such Issuing BankBank and the Borrower (but in any event not to exceed 0.125% per annum) of the daily face amount of such Letter of Credit, 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. Participation fees and fronting fees accrued shall be payable on accrue to but excluding the third last Business Day following the last day of each March, June, September and December and be payable in arrears for the quarterly period then ended (or, in the case of the payment made on September 30, 2021, for the period from the Closing Date to such date) on the last Business Day of each yearMarch, commencing on the first such date to occur after the Effective DateJune, September and December (commencing, if applicable, September 30, 2021); provided that all such fees shall be payable on the date on which the Committed Amounts terminate Revolving Credit Commitments of the applicable Class terminate, and any such fees accruing after the date on which the Committed Amounts Revolving Credit Commitments of the applicable Class terminate shall be payable on demand. Any other fees payable to an any Issuing Bank pursuant to this paragraph shall be payable within 10 30 days after demand. All participation fees and fronting fees shall be computed on the basis receipt of a year of 360 days and shall be payable for the actual number of days elapsed written demand (including the first day but excluding the last day)accompanied by reasonable back-up documentation) therefor. (c) [Reserved]. (d) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable the annual administration fee described in the amounts and at the times separately agreed upon between the Borrower and the Administrative AgentFee Letter. (de) All fees payable hereunder shall be paid on the dates due, in Dollars and in immediately available funds, to the Administrative Agent (or to an 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 Lendersany Issuing Bank). Fees paid shall not be refundable under any circumstancescircumstances except as otherwise provided in the Fee Letter. Fees payable hereunder shall accrue through and including the last day of the month immediately preceding the applicable fee payment date. (f) In the event that, on or prior to the date that is six months after the Closing Date, the Borrower (i) prepays, repays, refinances, substitutes or replaces any Initial Term Loans in connection with a Repricing Transaction (including, for the avoidance of doubt, any prepayment made pursuant to Section 2.11(b)(iii) that constitutes a Repricing Transaction), or (ii) effects any amendment, modification or waiver of, or consent under, this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Initial Term Lenders, (A) in the case of clause (i), a premium of 1.00% of the aggregate principal amount of the Initial Term Loans so prepaid, repaid, refinanced, substituted or replaced and (B) in the case of clause (ii), a fee equal to 1.00% of the aggregate principal amount of the Initial Term Loans that are the subject of such Repricing Transaction outstanding immediately prior to such amendment. If, on or prior to the date that is six months after the Closing Date, all or any portion of the Initial Term Loans held by any Term Lender are prepaid, repaid, refinanced, substituted or replaced pursuant to Section 2.19(b)(iv) as a result of, or in connection with, such Term Lender not agreeing or otherwise consenting to any waiver, consent, modification or amendment referred to in clause (ii) above (or otherwise in connection with a Repricing Transaction), such prepayment, repayment, refinancing, substitution or replacement will be made at 101% of the principal amount so prepaid, repaid, refinanced, substituted or replaced. All such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction. (g) Unless otherwise indicated herein, all computations of fees shall be made on the basis of a 360-day year and shall be payable for the actual days elapsed (including the first day but excluding the last day). Each determination by the Administrative Agent of a fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Fees. (a) The Borrower agrees Borrowers agree to pay to the Administrative Agent Agent, for the account of each Lender a Lender, an unused commitment fee which shall accrue at an annual rate (the “Unused Commitment Fee”) equal to 0.50% of the applicable daily average of the Aggregate Unused Commitment. Such Unused Commitment Fee on Committed Amount, shall be calculated on the daily amount basis of such Lender’s unused Committed Amount during the period from and including the Effective Date to but excluding the date on which its Committed Amount terminatesa year consisting of 360 days. Accrued The Unused Fees on Committed Amounts Commitment Fee 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 aggregate Committed Amounts terminateyear, commencing on with the first such date to occur after the date hereofEffective Date, shall be computed and on the basis Maturity Date for any period then ending for which the Unused Commitment Fee shall not have been theretofore paid. In the event the Aggregate Commitment terminates on any date other than the last day of a year March, June, September or December of 360 days and shall be payable any year, the Borrowers agree to pay to the Administrative Agent, for the actual number account of days elapsed (including each Lender, on the first but excluding date of such termination, the pro rata portion of the Unused Commitment Fee due for the period from the last day)day of the immediately preceding March, June, September or December, as the case may be, to the date such termination occurs. (b) The Borrower agrees Borrowers agree 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, which shall accrue at the same Applicable Margin Rate used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such each 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 Committed Amount Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each the Issuing Bank a fronting fee, which shall accrue at the rate of 0.25% equal to one-eighth percent (0.125%) per annum on the average daily amount of that portion of the LC Exposure attributable to such 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 Committed Amounts Aggregate Commitment and the date on which there ceases to be any LC Exposure attributable to such Issuing Bank(but in no event less than $150 per annum), as well as such the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder; provided that no such individual fee shall exceed $500. Participation fees and fronting fees accrued shall be payable on the third Business Day following through and including the last day of March, June, September and December of each yearyear 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 Committed Amounts terminate Aggregate Commitment terminates and any such fees accruing after the date on which the Committed Amounts terminate Aggregate Commitment terminates shall be payable on demand. Any other fees payable to an the Issuing Bank pursuant to this paragraph shall be payable within 10 ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower agrees Borrowers agree to pay to the Administrative AgentAgent and the Arrangers, for its own accounttheir respective accounts, the fees set forth in the Fee Letters payable to the Administrative Agent and the Arrangers and such other fees payable in the amounts and at the times separately agreed upon between the Borrower Borrowers, the Administrative Agent and the Administrative AgentArrangers. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an the Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees Unused Commitment Fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The U.S. Borrower agrees to pay to the Administrative Agent for the account of each U.S. Revolving Lender a commitment fee which shall accrue at an annual equal to a rate per annum equal to the applicable Unused Commitment Fee Rate multiplied by the amount by which such Lender’s U.S. Commitment on Committed Amount, on each day exceeds the daily amount sum of such Lender’s unused Committed Amount U.S. Revolving Loans and U.S. LC Exposure on such day during the period from and including the Effective Date to but excluding the date on which its Committed Amount terminatesthe Lenders’ U.S. Commitments terminate. The Borrowers jointly and severally agree to pay to the Multicurrency Administrative Agent for the account of each Multicurrency Revolving Lender a commitment fee at a rate per annum equal to the Commitment Fee Rate multiplied by the amount by which such Lender’s Multicurrency Commitment on each day exceeds the sum of such Lender’s Multicurrency Revolving Loans and Multicurrency LC Exposure on such day during the period from and including the Effective Date to but excluding the date on which the Lenders’ Multicurrency Commitments terminate. Accrued Unused Fees on Committed Amounts commitment fees shall be payable in arrears on the last day of March, June, September and December first Business Day of each year January, April, July and October and on the date on which the aggregate Committed Amounts Commitments of the applicable Class terminate, commencing on the first such date to occur after the date hereofJanuary 2, 2012. 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 but excluding the last day)elapsed. (b) The Each Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of CreditCredit issued for the account of such Borrower, which shall accrue at the same Applicable Margin Rate used to determine the interest rate applicable to Eurodollar Revolving Loans in the case of U.S. Letters of Credit and the interest rate applicable to CDOR Rate Loans in the case of Multicurrency Letters of Credit (or, in the case of Cash Collateralized Letters of Credit, at a rate equal to the Applicable Rate used to determine the interest rate for Eurodollar revolving Loans minus 75 basis points) on the average daily maximum amount of such Lender’s LC Exposure in respect of Letters of Credit issued for such Borrower (excluding any portion thereof attributable to unreimbursed LC DisbursementsDisbursements that are not reimbursed on the date on which such LC Disbursements arise) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Committed Amount Commitment terminates and the date on which such Lender ceases to have any LC ExposureExposure in respect of Letters of Credit issued for the account of such Borrower, and (ii) to each applicable Issuing Bank a fronting fee, which shall accrue at a rate separately agreed between the rate of 0.25% per annum applicable Borrower and such Issuing Bank on the average daily amount of that portion of the LC Exposure attributable to in respect of Letters of Credit issued by such Issuing Bank for the account of such Borrower (excluding any portion thereof attributable to unreimbursed LC DisbursementsDisbursements that are not reimbursed on the date on which such LC Disbursements arise) during the period from and including the Effective Date to but excluding the later of the date of termination of the Committed Amounts Commitments and the date on which there ceases to be any LC Exposure attributable to in respect of Letters of Credit issued by such Issuing BankBank for the account of such Borrower, as well as such the applicable Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of each calendar month shall be payable on the third first Business Day following the last day of March, June, September and December of each yearcalendar month 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 Committed Amounts Commitments of any Class terminate in full (with respect to the LC Exposure under such Commitments) and any such fees accruing after the date on which the Committed Amounts Commitments of any Class terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 10 days Business Days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)elapsed. (c) The Borrower Each of the Borrowers agrees to pay to the Administrative each Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the such Borrower and the Administrative such Agent. (d) All Subject to Section 2.17, all fees payable hereunder shall be paid on the dates duedue in Dollars, in immediately available funds, to the each Applicable Administrative Agent (or to an 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 applicable Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees Borrowers agree to pay to the Administrative Agent for the account of each Revolving Lender (other than a Defaulting Lender) a commitment fee fee, which shall accrue at an annual a rate equal to the applicable Unused Commitment Fee on Committed Amount, Rate per annum on the average daily amount of the Unused Revolving Credit Commitment of such Lender’s unused Committed Amount Revolving Lender during the period from and including the Effective Closing Date to but excluding the date on which its Committed Amount terminatessuch Lender’s Revolving Credit Commitments terminate. Accrued Unused Fees on Committed Amounts commitment fees shall be payable in arrears on the last day of each March, June, September and December of each year for the quarterly period then ended and on the date on which the aggregate Committed Amounts Revolving Credit Commitments terminate. For purposes of calculating the commitment fees only, commencing on no portion of the first such date to occur after the date hereof, Revolving Credit Commitments shall be computed on the basis deemed utilized as a result of a year of 360 days and shall be payable for the actual number of days elapsed (including the first but excluding the last day)outstanding Swingline Loans. (b) The Borrower agrees Borrowers agree to pay (i) to the Administrative Agent for the account of each Revolving Lender (other than a Defaulting Lender) a participation fee with respect to its participations in Standby Letters of Credit, which shall accrue at the same Applicable Margin Rate used to determine the interest rate applicable to Eurodollar LIBO Rate Revolving Loans on the average daily face amount of such Lender’s LC Exposure in respect of Standby Letters of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements) ), during the period from and including the Effective Closing Date to but excluding through the later of the date on which such Revolving Lender’s Committed Amount Revolving Credit Commitment terminates and the date on which such Revolving Lender ceases to have any LC ExposureExposure in respect of Standby Letters of Credit, and (ii) to the Administrative Agent for the account of each Issuing Bank Revolving Lender (other than a fronting feeDefaulting Lender) a participation fee with respect to its participations in Commercial Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate of 0.25% per annum applicable to LIBO Rate Revolving Loans, on the average daily face amount of that portion of the such Lender’s LC Exposure attributable to such Issuing Bank in respect of Commercial Letters of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements) ), during the period from and including the Effective Closing Date to but excluding the later of the date of termination of the Committed Amounts on which such Revolving Lender’s Revolving Credit Commitment terminates and the date on which there such Revolving Lender ceases to be have any LC Exposure attributable in respect of Commercial Letters of Credit, and (iii) to each Issuing Bank, for its own account, a fronting fee, in respect of each Letter of Credit issued by such Issuing BankBank 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 other rate not to exceed 0.125% per annum as may be agreed to by such Issuing Bank and the Borrower Representative) of the daily face amount of such Letter of Credit, 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. Participation fees and fronting fees accrued shall be payable on the third Business Day following to but excluding the last day of each March, June, September and December of each year, commencing shall be payable in arrears for the quarterly period then ended on the first last day of such date to occur after the Effective Datecalendar quarter; provided that all such fees shall be payable on the date on which the Committed Amounts Revolving Credit Commitments terminate and any such fees accruing after the date on which the Committed Amounts Revolving Credit Commitments terminate shall be payable on demand. Any other fees payable to an any Issuing Bank pursuant to this paragraph shall be payable within 10 30 days after demand. All participation fees and fronting fees shall be computed on the basis receipt of a year of 360 days and shall be payable for the actual number of days elapsed written demand (including the first day but excluding the last dayaccompanied by reasonable back-up documentation therefor). (c) The Borrower agrees Borrowers agree to pay to the Administrative Agent, for its own account, the fees set forth in the Fee Letter, payable in the amounts and at the times separately specified therein or as so otherwise agreed upon between by the Borrower Representative and the Administrative Agent, or such agency fees as may otherwise be separately agreed upon by the Borrower Representative and the Administrative Agent in writing. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an 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 Revolving Lenders. (e) In the event that, on or prior to the date that is six months after the ClosingThird Amendment Effective Date, the Borrowers (x) prepay, repay, refinance, substitute or replace any Term B Loans in connection with a Repricing Transaction (including, for the avoidance of doubt, any prepayment made pursuant to Section 2.11(b)(iii) that constitutes a Repricing Transaction), or (y) effect any amendment, waiver or other modification of, or consent under, this Agreement resulting in a Repricing Transaction, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders (including, if applicable, any Non-Consenting Lender), (I) in the case of clause (x), a premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid, repaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans so amended, modified or waived. Fees paid If, on or prior to the date that is six months after the ClosingThird Amendment Effective Date (and without duplication of the preceding sentence), all or any portion of the Term B Loans held by any Lender are prepaid, repaid, refinanced, substituted or replaced pursuant to Section 2.18 as a result of, or in connection with, such Lender not agreeing or otherwise consenting to any waiver, consent or amendment referred to in clause (y) above (or otherwise in connection with a Repricing Transaction), such prepayment, repayment, refinancing, substitution or replacement will be made at 101.0% of the principal amount so prepaid, repaid, refinanced, substituted or replaced. All such amounts shall not be refundable under any circumstancesdue and payable on the date of effectiveness of such Repricing Transaction. (f) Unless otherwise indicated herein, all computations of fees shall be made on the basis of a 360-day year (or 365/366 days in the case of ABR Loans the interest payable on which is then based on the Prime Rate) and shall be payable for the actual days elapsed (including the first day but excluding the last day). Each determination by the Administrative Agent of a fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Fees. (a) The Borrower agrees Borrowers agree to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee fee, which shall accrue at an annual rate equal to the applicable Unused Applicable Commitment Fee on Committed Amount, Rate on the average daily amount of the unused Revolving Commitment of such Lender’s unused Committed Amount Lender during the period from and including the Effective Date to but excluding the date on which its Committed Amount such Revolving Commitment terminates. Accrued Unused Fees on Committed Amounts commitment fees shall be payable in arrears on the first Business Day following the last day of March, June, September and December of each year and on the date on which the aggregate Committed Amounts Revolving Commitments terminate, commencing on the first such date to occur after the date hereof, . All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender and Protective Advances shall be disregarded for such purpose). (b) The Each Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in the Letters of CreditCredit issued for the account of such Borrower, which shall accrue at the same Applicable Margin Revolving Rate used to determine the interest rate applicable to Eurodollar Eurocurrency Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) in respect 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 Committed Amount Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank a fronting feefee with respect to Letter of Credit issued by it for the account of such Borrower, which shall accrue at the rate of 0.25% or rates per annum separately agreed upon between the Company and such Issuing Bank on the average daily amount of that portion of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) for the account of such Borrower during the period from and including the Effective Date to but excluding the later of the date of termination of the Committed Amounts Revolving Commitments and the date on which there ceases to be any such LC Exposure attributable to such Issuing BankExposure, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any such Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued shall be payable on the third Business Day following through and including the last day of March, June, September and December of each yearyear shall be payable on the first 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 Committed Amounts Revolving Commitments terminate and any such fees accruing after the date on which the Committed Amounts Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower Company and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the LendersRevolving Lenders entitled thereto. Fees paid shall not be refundable under any circumstances.

Fees. The Borrowers agree to pay: (a) The Borrower agrees To the Arranger and Wachovia, for their own respective accounts, on the Closing Date, the fees required under the Fee Letter to pay be paid to them on the Closing Date, in the amounts due and payable on the Closing Date as required by the terms thereof; (b) To the Administrative Agent Agent, for the account of each Lender Revolving Credit Lender, a commitment fee which shall accrue for each calendar quarter (or portion thereof) for the period from the date of this Agreement to the Revolving Credit Termination Date, at an annual a per annum rate equal to the applicable Unused Fee Applicable Percentage in effect for such fee from time to time during such quarter on Committed Amount, on the daily amount of such Lender’s unused Committed Amount during ratable share (based on the period from and including proportion that its Revolving Credit Commitment bears to the Effective Date to but aggregate Revolving Credit Commitments) of the average daily aggregate Unutilized Revolving Credit Commitments (excluding clause (iii) of the date on which its Committed Amount terminates. Accrued Unused Fees on Committed Amounts shall be definition thereof for purposes of this Section 2.9(b) only), payable in arrears (i) on the last day of March, June, September and December Business Day of each year and on the date on which the aggregate Committed Amounts terminatecalendar quarter, commencing on beginning with the first such date day to occur after the date hereofClosing Date, shall be computed and (ii) on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first but excluding the last day).Revolving Credit Termination Date; (bc) The Borrower agrees to pay (i) to To the Administrative Agent Agent, for the account of each Lender Revolving Credit Lender, a participation letter of credit fee with for each calendar quarter (or portion thereof) in respect of all Letters of Credit outstanding during such quarter, at a per annum rate equal to the Applicable Percentage in effect from time to time during such quarter for Revolving Loans that are maintained as LIBOR Loans, on such Lender’s ratable share (based on the proportion that its participations in Revolving Credit Commitment bears to the aggregate Revolving Credit Commitments) of the daily average aggregate Stated Amount of such Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans payable in arrears (i) on the average daily amount last Business Day of each calendar quarter, beginning with the first such Lender’s LC Exposure (excluding any portion thereof attributable day to unreimbursed LC Disbursements) during occur after the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Committed Amount terminates and the date on which such Lender ceases to have any LC ExposureClosing Date, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate of 0.25% per annum on the average daily amount of that portion of the LC Exposure attributable to such 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 Revolving Credit Termination Date and the date of termination of the Committed Amounts and the date on which there ceases to be any LC Exposure attributable to such Issuing Bank, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any last outstanding Letter of Credit; (d) To the Issuing Lender, for its own account, a facing fee for each calendar quarter (or portion thereof) in respect of all Letters of Credit or processing outstanding during such quarter, at a per annum rate of drawings thereunder. Participation fees and fronting fees accrued shall be payable 0.125% on the third daily average aggregate Stated Amount of such Letters of Credit, payable in arrears (i) on the last Business Day following the last day of March, June, September and December of each yearcalendar quarter, commencing on beginning with the first such date day to occur after the Effective Closing Date; provided that all such fees shall be payable , and (ii) on the date on which later of the Committed Amounts terminate Revolving Credit Termination Date and any such fees accruing after the date on which of termination of the Committed Amounts terminate shall be payable on demand. Any last outstanding Letter of Credit; (e) To the Issuing Lender, for its own account, such commissions, transfer fees and other fees payable and charges incurred in connection with the issuance and administration of each Letter of Credit as are customarily charged from time to an time by the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable Lender for the actual number performance of days elapsed (including such services in connection with similar letters of credit, or as may be otherwise agreed to by the first day Issuing Lender, but excluding the last daywithout duplication of amounts payable under Section 2.9(d).; and (cf) The Borrower agrees to pay to To the Administrative Agent, for its own account, fees payable the annual administrative fee described in the amounts Fee Letter, on the terms, in the amount and at the times separately agreed upon between the Borrower and the Administrative Agentset forth therein. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee fee, which shall accrue at an annual the rate equal to the applicable Unused Fee on Committed Amount, of 0.25% per annum on the daily unused amount of the Revolving Commitment of such Lender’s unused Committed Amount Lender during the period from and including the Original Restatement Effective Date to but excluding the date on which its Committed Amount such Commitment terminates. Accrued Unused Fees on Committed Amounts commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the aggregate Committed Amounts Revolving Commitments terminate, commencing on the first such date to occur after the date hereof, Original Restatement Effective Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees pursuant to this Section 2.12(a), a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used Rate as in effect from time to determine the time for interest rate applicable to on 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 Original Restatement Effective Date to but excluding the later of the date on which such Lender’s Committed Amount Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate of 0.25% per annum on the average daily outstanding amount of that portion of the LC Exposure attributable to such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) Bank’s Letters of Credit during the period from and including the Original Restatement Effective Date to but excluding the later of the date of termination of the Committed Amounts Revolving Commitments and the date on which there ceases to be any LC Exposure attributable to such Issuing BankExposure, 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. Participation fees and fronting fees accrued shall be payable on the third Business Day following through and including the last day of March, June, September and December of each yearyear shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Original Restatement Effective Date; provided that all such fees shall be payable on the date on which the Committed Amounts Revolving Commitments terminate and any such fees accruing after the date on which the Committed Amounts Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower agrees to pay to the Administrative Agent and the Collateral Agent, for its their own accountaccounts, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent or the Collateral Agent, as the case may be. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an the relevant Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the LendersLenders entitled thereto. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees Borrowers agree to pay to each Lender, through the Administrative Agent for the account of each Lender a commitment fee which shall accrue at an annual rate equal to the applicable Unused Fee on Committed AmountAgent, on the daily amount of such Lender’s unused Committed Amount during the period from and including the Effective Date to but excluding the date on which its Committed Amount terminates. Accrued Unused Fees on Committed Amounts shall be payable in arrears on third Business Day following the last day of Marcheach calendar month, Junecommencing February 4, September and December of each year 2009, and on the third Business Day following the date on which the aggregate Committed Amounts terminateCommitment of such Lender shall be terminated as provided herein, a fee (the “Unused Commitment Fee”) at the Applicable Commitment Fee Rate on the daily average amount by which the Commitment of such Lender exceeded the sum of its outstanding Revolving Loans and its LC Exposure during the month then ended (or other period commencing on the first Effective Date or ending on the Termination Date or any date on which the Commitment of such date to occur after the date hereofLender shall be terminated, as applicable). The Unused Commitment Fee shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed over a year of three hundred and sixty (360) days (including the first day but excluding the last day). The Unused Commitment Fee due to each Lender shall commence to accrue on the Effective Date and shall cease to accrue on the earlier of the Termination Date and the termination of the Commitment of such Lender as provided herein. (b) The Borrower agrees Borrowers agree to pay (i) to the Administrative Agent for the account of each Lender a participation fee (the “L/C Fee”) with respect to its participations in Letters of Credit, which shall accrue at the same Applicable L/C Margin 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 Committed Amount Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank Fronting Bank, as applicable, a fronting fee, (the “L/C Issuance Fee”) which shall accrue at the a rate of 0.25% per annum on the average daily amount of that portion of the LC Exposure attributable to such 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 Committed Amounts Commitments and the date on which there ceases to be any LC Exposure attributable to such Issuing Bank, 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 thereunderExposure. Participation fees and fronting fees accrued shall be payable on the third Business Day following the last day of March, June, September and December of each yearcalendar month, commencing on the first such date to occur after the Effective DateFebruary 4, 2009; provided that all such fees shall be payable on the third Business Day following the date on which the Committed Amounts Commitments terminate and any such fees accruing after the date on which the Committed Amounts Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 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). (c) The Borrower agrees Borrowers agree to pay to the Administrative Agent, for its own account, collateral management, agency and administrative fees payable (the “Administrative Fees”) at the times and in the amounts and at specified in the times separately agreed upon between the Borrower and the Administrative AgentFee Letters. (d) The Borrowers agree to pay to the Administrative Agent, for its own account and for the accounts of the Arrangers and the Lenders, arrangement and up-front fees at the times and in the amounts specified in the Fee Letters and the Interim Order. (e) On the Effective Date, the Borrowers agree to pay to the Administrative Agent, for the accounts of the Lenders, Unused Commitment Fees and L/C Fees in respect of the DIP ABL Facility, accruing at the applicable rate specified above for the period from and including January 9, 2009 to but not including January 31, 2009 (or, if the Effective Date is on or after February 28, 2009, February 28, 2009). The Borrowers agree to pay to the Administrative Agent, for the accounts of the Lenders Unused Commitment Fees and L/C Fees in respect of the DIP ABL Facility, accruing at the applicable rate specified above for the period from and including January 31, 2009 (or, if the Effective Date is on or after February 28, 2009, February 28, 2009) to but not including the Effective Date, on the next regularly scheduled payment date in respect of such Fees. (f) All fees payable hereunder Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees if and participation feesas appropriate, to the relevant Fronting Bank or among the Lenders. The Administrative Fees shall be paid shall not be refundable under any circumstanceson the dates due, in immediately available funds, to the Administrative Agent directly.

Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender (other than any Defaulting Lender) a commitment fee fee, which shall accrue at an annual rate equal to the applicable Unused Commitment Fee on Committed Amount, Rate on the daily amount of the unused Commitment of such Lender’s unused Committed Amount Lender during the period from and including the Effective Date date hereof to but excluding the date on which its Committed Amount terminatesCommitment Termination Date. Accrued Unused Fees on Committed Amounts commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the aggregate Committed Amounts Commitments terminate, commencing on the first such date to occur after the date hereof, 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 but excluding the last day). (b) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin 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 Committed Amount terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate of 0.25% per annum on the average daily amount of that portion of the LC Exposure attributable to such 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 Committed Amounts and the date on which there ceases to be any LC Exposure attributable to such Issuing Bank, 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. Participation fees and fronting fees accrued shall be payable on the third Business Day following the last day of March, June, September and December of each year, 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 Committed Amounts terminate and any such commitment fees accruing after the date on which the Committed Amounts Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to The unused portion of the Commitments of any Lender, for purposes of this paragraph calculation, shall equal (i) the amount of Commitments of such Lender, minus (ii) the outstanding Revolving Loans of such Lender and the aggregate amount of all participations by such Lender or any outstanding Letters of Credit or any unreimbursed drawings under any Letter of Credit. For the avoidance of doubt, the outstanding amount of any Swingline Loans shall not be payable within 10 days after demandcounted towards or considered usage of the Commitments for purposes of determining the commitment fee. All participation fees and fronting commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) On the Closing Date, the Borrower agrees to pay to the Administrative Agent for the account of each Lender an upfront fee equal to 0.50% of the aggregate principal amount of the Commitments, payable to each Lender pro rata in accordance with the amount of such Lender’s Commitment. (c) The Borrower agrees to pay to the Administrative Agent for the account of each Lender (other than any Defaulting Lender) letter of credit fees equal to (A) the Applicable Margin for Revolving Loans that are Eurodollar Loans, multiplied by (B) the average aggregate daily maximum amount available to be drawn under all such Letters of Credit (regardless of whether any conditions for drawing could then be met and determined as of the close of business on any date of determination). Such letter of credit fees shall be payable in arrears on the last day of March, June, September and December of each year, commencing on the first such date to occur after the date hereof, and shared proportionally by the Lenders in accordance with their Applicable Percentages. (d) The Borrower agrees to pay directly to Issuing Bank, for its own account, the following fees: (i) a fronting fee equal to 0.125%, per annum, multiplied by the average aggregate daily maximum amount available to be drawn under all Letters of Credit (determined as of the close of business on any date of determination); and (ii) such documentary and processing charges for any issuance, amendment, transfer or payment of a Letter of Credit as are in accordance with Issuing Bank’s standard schedule for such charges and as in effect at the time of such issuance, amendment, transfer or payment, as the case may be. Such fronting fee shall be paid on a quarterly basis in arrears and is due and payable on the second Business Day after the end of each March, June, September and December in respect of the most recently ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit expiration date and thereafter on demand. (e) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (df) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee fee, which shall accrue at an annual rate equal to the applicable Unused Fee on Committed Amount, Applicable Rate on the average daily unused amount of the Revolving Commitment of such Lender’s unused Committed Amount Lender during the period from and including the Effective Date to but excluding the date on which its Committed Amount terminatesthe aggregate Revolving Commitments terminate. Accrued Unused Fees on Committed Amounts commitment fees shall be payable in arrears in respect of the Revolving Commitments on the last day Business Day of March, June, September and December of each year and on the date on which the aggregate Committed Amounts Revolving Commitments terminate, commencing on the first such date to occur after the date hereof, . All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees with respect to Revolving Commitments, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin 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 Committed Amount Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each the Issuing Bank a fronting fee, which shall accrue at the a rate of 0.25equal to 0.125% per annum on the average daily amount of that portion of the LC Exposure attributable to such 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 Committed Amounts Revolving Commitments and the date on which there ceases to be any LC Exposure attributable to such Issuing BankExposure, as well as such the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued shall be payable on the third last Business Day following the last day of March, June, September and December of each year, 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 Committed Amounts Revolving Commitments terminate and any such fees accruing after the date on which the Committed Amounts Revolving Commitments terminate shall be payable on demand. Any other fees payable to an the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an the Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the LendersLenders entitled thereto. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee fee, which shall accrue at an annual rate equal to the applicable Unused Fee on Committed Amount, Applicable Rate on the daily amount (if any) by which the Commitment of such Lender’s unused Committed Amount Lender exceeds the Revolving Credit Exposure of such Lender during the period from and including the Effective Closing Date to but excluding the date on which its Committed Amount such Commitment terminates. Accrued Unused Fees on Committed Amounts commitment fees shall be payable in arrears on the first Business Day following the last day of March, June, September and December of each year and on the date on which the aggregate Committed Amounts Commitments terminate, commencing on the first such date to occur after the date hereof, Closing Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrower agrees to pay (i) to the Administrative Agent Agent, for the account of each Lender Lender, a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin Rate used to determine the interest rate applicable to Eurodollar Term SOFR Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Closing Date to but excluding the later of the date on which such Lender’s Committed Amount Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank Bank, for its own account, a fronting feefee with respect to each Letter of Credit issued by it in the amount agreed between such Issuing Bank and the Borrower prior to the issuance of such Letter of Credit, which shall accrue at the rate of 0.25% per annum on the average daily amount of that portion of the Total LC Exposure attributable to such Issuing Bank Letter of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective later of the Closing Date and the date of issuance of such Letter of Credit to but excluding the later of the date of termination of the Committed Amounts and the date on which there ceases to be any LC Exposure attributable to such Letter of Credit and (iii) to each Issuing Bank, as well as for its own account, such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal amendment or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued shall be payable on the third Business Day following through and including the last day of March, June, September and December of each yearyear shall be payable in arrears on the first Business Day following such last day, commencing on the first such date to occur after the Effective Closing Date; provided that all such fees shall be payable on the date on which the Committed Amounts Commitments terminate and any such fees accruing after the date on which the Committed Amounts Commitments terminate shall be payable on demand. Any other fees payable to an any Issuing Bank pursuant to this paragraph shall be payable within 10 30 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). 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 Administrative Agent or, in the case of fronting fees, by the applicable Issuing Bank. (c) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an 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 LendersLenders entitled thereto. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees Borrowers, jointly and severally, agree to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee (“Revolving Commitment Fee”), which shall accrue at an annual rate equal to the applicable Unused Fee on Committed Amount, Revolving Facility Applicable Margin on the average daily amount of the unused Revolving Commitment of such Lender’s unused Committed Amount Revolving Lender during the period from and including the Effective Closing Date to but excluding the date on which its Committed Amount the Revolving Commitment of such Revolving Lender terminates. Accrued Unused Revolving Commitment Fees on Committed Amounts 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 aggregate Committed Amounts Revolving Commitments terminate, commencing on the first such date to occur after the date hereof, ; provided that any Revolving Commitment Fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. All Revolving Commitment Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrower agrees Borrowers, jointly and severally, agree to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same then-applicable Revolving Facility Applicable Margin used to determine the interest rate applicable to Eurodollar Loans for each day 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 Closing Date to but excluding the later of the date on which such Revolving Lender’s Committed Amount Revolving Commitment terminates and the date on which such Revolving Lender ceases to have any LC Exposure, Exposure and (ii) to each the Issuing Bank for its own account a fronting fee, which shall accrue at the rate of 0.250.125% per annum on the average daily amount of that portion of the LC Exposure attributable to such Issuing Bank (excluding any 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 Closing Date to but excluding the later of the date of termination of the Committed Amounts Revolving Commitments and the date on which there ceases to be any LC Exposure attributable to such Issuing BankExposure, as well as such the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation Unless otherwise specified above, participation fees and fronting fees accrued shall be payable on the third Business Day following through and including the last day of March, June, September and December of each yearyear shall be payable on the third (3rd) Business Day following such last day, commencing on the first such date to occur after the Effective Closing Date; provided that all such fees shall be payable on the date on which the Committed Amounts Revolving Commitments terminate and any such fees accruing after the date on which the Committed Amounts Revolving Commitments terminate shall be payable on demand. Any other fees payable to an the Issuing Bank pursuant to this paragraph shall be payable within 10 ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower agrees Borrowers, jointly and severally, agree to pay to the Administrative Agent, for its own account, the administrative fees payable in the amounts and at the times separately agreed upon between the Borrower Rovi and the Administrative Agent (the “Administrative Agent Fees”). The Administrative Agent Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent. Once paid, none of the Administrative Agent Fees shall be refundable under any circumstances. (d) All fees payable hereunder shall be paid on the dates due, in Dollars and immediately available funds, to the Administrative Agent (or to an the Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees Revolving Commitment Fees and participation fees, to the Lenders. Fees Any such fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to the Administrative Agent an unused commitment fee for the account of each Lender a commitment fee Revolving Lender, which shall accrue at an annual a rate equal to the applicable Unused Fee on Committed Amount, of 0.25% per annum on the daily amount of the undrawn portion of the Revolving Commitment of such Lender’s unused Committed Amount Lender during the period from and including the Effective Date to but excluding the date on which its Committed Amount terminatesthe Lenders’ Revolving Commitments terminate; it being understood that the LC Exposure of a Lender shall be included and the Swingline Exposure of a Lender shall be excluded in the drawn portion of the Revolving Commitment of such Lender for purposes of calculating the commitment fee. Accrued Unused Fees on Committed Amounts commitment fees shall be payable in arrears on the last day Business Day of March, June, September and December of each year and on the date on which the aggregate Committed Amounts terminateRevolving Commitments terminate or are reduced, commencing on the first such date to occur after the date hereof, Effective Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin 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 Committed Amount Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each the Issuing Bank a fronting fee, which shall accrue at the rate of 0.250.125% per annum on the average daily amount of that portion of the LC Exposure attributable to Letters of Credit issued by such 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 Committed Amounts Commitments and the date on which there ceases to be any LC Exposure attributable to such Issuing BankExposure, as well as such the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued shall be payable on the third Business Day following through and including the last day of March, June, September and December of each yearyear 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 Committed Amounts Revolving Commitments terminate and any such fees accruing after the date on which the Committed Amounts Revolving Commitments terminate shall be payable on demand. Any other fees payable to an the Issuing Bank pursuant to this paragraph shall be payable within 10 ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an the Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the LendersLenders entitled thereto. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Each Borrower agrees to pay to the Administrative Agent in dollars for the account of each Revolving Lender a commitment fee fee, which shall accrue at an annual the rate equal to the applicable Unused Fee on Committed Amount, of 0.50% per annum on the actual daily unused amount of the Revolving Commitment of such Lender’s unused Committed Amount Lender during the period from and including the Effective Date to but excluding the date on which its Committed Amount terminatesthe Revolving Commitments terminate. Accrued Unused Fees on Committed Amounts Beginning with March 31, 2020, accrued commitment fees shall be payable in arrears on the third Business Day following the last day of March, June, September and December of each year and on the date on which the aggregate Committed Amounts Revolving Commitments terminate, commencing on the first such date to occur after the date hereof, . All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The Each Borrower agrees to pay (i) to the Administrative Agent in dollars for the account of each Revolving Lender (other than any Defaulting Lender) a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin Rate, in each case, used to determine the interest rate applicable to Eurodollar Eurocurrency 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 Revolving Lender’s Committed Amount Revolving Commitment terminates and the date on which such Revolving Lender ceases to have any LC Exposure. In addition, and (ii) each Borrower agrees to pay to each Issuing Bank Bank, for its own account, a fronting fee, which shall accrue in respect of each Letter of Credit issued by such Issuing Bank for the Borrowers for the period from the date of issuance of such Letter of Credit through 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 the a rate of 0.25equal to 0.125% per annum on or such other percentage per annum to be agreed upon between the average daily amount of that portion of the LC Exposure attributable to Borrowers and such 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 daily outstanding amount of termination such Letter of the Committed Amounts and the date on which there ceases to be any LC Exposure attributable to such Issuing BankCredit, 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. Participation fees and fronting fees accrued shall be payable on the third Business Day following through and including the last day of March, June, September and December of each yearyear shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective DateMarch 31, 2020; provided that all such fees shall be payable on the date on which the Committed Amounts Revolving Commitments terminate and any such fees accruing after the date on which the Committed Amounts Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 10 days after demanddemand until the expiration or cancellation of all outstanding Letters of Credit. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)elapsed. (c) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the LendersRevolving Lenders entitled thereto. Fees paid hereunder shall not be refundable under any circumstances. (d) Each Borrower agrees to pay to the Administrative Agent, for its own account, an agency fee payable in the amount and at the times separately agreed upon between the Borrowers and the Administrative Agent. (e) Notwithstanding the foregoing, and subject to Section 2.22, no Borrower shall be obligated to pay any amounts to any Defaulting Lender pursuant to this Section 2.12; provided that such amounts shall be payable to any non-Defaulting Lender which assumes the obligations of a Defaulting Lender pursuant to Section 2.22(a)(iv).

Fees. (a) The Borrower Company agrees to pay to the Administrative Agent for the account of each Lender a commitment fee facility fee, which shall accrue at an annual rate equal the Applicable Rate on the daily amount of the Commitments of such Lender (whether used or unused) during the period from and including the date hereof to but excluding the applicable Unused Fee date on Committed Amountwhich the last of such Commitments terminates; PROVIDED that, if such Lender continues to have any Exposure of any Class after its Commitment of such Class terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s unused Committed Amount during the period from and including the Effective Date 's Exposure of such Class to but excluding the date on which its Committed Amount terminatessuch Lender ceases to have any such Exposure. Accrued Unused Fees on Committed Amounts 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 aggregate Committed Amounts terminateyear, commencing on the first such date to occur after the date hereof, and on the date on which all the Commitments shall have terminated and the Lenders shall have no further Exposures. All facility 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 facility fees with respect to US Tranche Commitments, a US Tranche Commitment of a Lender shall be deemed to be used to the extent of the outstanding US Tranche Revolving Loans and the LC Exposure of such Lender. (b) The Borrower Company agrees to pay (i) to the Administrative Agent for the account of each US Tranche Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin Rate used to determine the interest rate applicable to Eurodollar US Tranche Eurocurrency Revolving Loans on the average daily amount of such US Tranche Lender’s 's LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date date hereof to but excluding the later of the date on which such US Tranche Lender’s Committed Amount 's US Tranche Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each the Issuing Bank a fronting fee, which shall accrue at the rate of 0.25.0625% per annum on the average daily amount of that portion of the LC Exposure attributable to such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date date hereof to but excluding the later of the date of termination of the Committed Amounts US Tranche Commitments and the date on which there ceases to be any LC Exposure attributable to such Issuing BankExposure, as well as such the Issuing Bank’s 's standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued shall be payable on the third Business Day following under this paragraph through and including the last day of March, June, September and December of each yearyear shall be payable on such last day, commencing on the first such date to occur after the Effective Datedate hereof; provided PROVIDED that all such fees shall be payable on the date on which the Committed Amounts US Tranche Commitments terminate and any such fees accruing after the date on which the Committed Amounts US Tranche Commitments terminate shall be payable on demand. Any other fees payable to an the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees payable under this paragraph shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower Company and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an the Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation facility fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees Borrowers agree to pay to the Administrative Agent in dollars for the account of each Revolving Lender a commitment fee fee, which shall accrue at an annual the rate equal to of the applicable Unused Commitment Fee on Committed Amount, Percentage per annum on the average daily unused amount of the Revolving Commitment of such Lender’s unused Committed Amount Lender during the period from and including the Effective Date to but excluding the date on which its Committed Amount terminatesthe Revolving Commitments terminate. Accrued Unused Fees on Committed Amounts commitment fees shall be payable in arrears on the third Business Day following the last day of March, June, September and December of each year and on the date on which the aggregate Committed Amounts Revolving Commitments terminate, commencing on the first such date to occur after the date hereof, Effective Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The Borrower agrees Borrowers agree to pay (i) to the Administrative Agent in dollars for the account of each Revolving Lender (other than any Defaulting Lender) a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin Rate used to determine the interest rate applicable to Eurodollar Loans, Term Benchmark Revolving Loans or RFR Loans (as applicable) on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC DisbursementsDisbursements but taking into account the maximum amount available to be drawn under all outstanding Letters of Credit, whether or not such maximum amount is then in effect) during the period from and including the Effective Date to but excluding and including the later of the date on which such LenderXxxxxx’s Committed Amount Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank in dollars a fronting fee, which shall accrue at the (x) a rate of 0.25equal to 0.125% per annum or (y) a lesser rate per annum agreed to by any Issuing Bank (with respect to any Letter of Credit issued by such Issuing Bank), in each case on the average daily amount of that portion of the LC Exposure Exposure, attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC DisbursementsDisbursements but taking into account the maximum amount available to be drawn under all outstanding Letters of Credit, whether or not such maximum amount is then in effect) during the period from and including the Effective Date to but excluding and including the later of the date of termination of the Committed Amounts Revolving Commitments and the date on which there ceases to be any LC Exposure attributable to such Issuing BankExposure, 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. 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 Business Day following the last day of March, June, September and December of each yearDecember, respectively, 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 Committed Amounts Revolving Commitments terminate and any such fees accruing after the date on which the Committed Amounts Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower agrees Borrowers agree to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower Borrowers and the Administrative AgentAgent in the Fee Letter. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, The Borrowers agree to pay to the Administrative Agent (or to in dollars for the account of each Term Lender a ticking fee, which shall accrue at the rate of the Ticking Fee Percentage per annum, on an Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, amount equal to the Lendersamount of the Initial Term Commitment of such Term Lender as of the Effective Date, during the period from and including the Allocation Date to but excluding the Effective Date. Fees paid Accrued ticking fees shall be payable on the Effective Date. All ticking fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (e) Notwithstanding the foregoing, and subject to Section 2.21, the Borrowers shall not be refundable under obligated to pay any circumstancesamounts to any Defaulting Lender pursuant to this Section 2.11.

Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a commitment fee fee, which shall accrue at an annual a rate equal to the Commitment Fee Rate per annum applicable Unused Fee on Committed Amount, to the Revolving Credit Commitments of such Class on the actual daily amount of the unused Revolving Credit Commitment of such Lender’s unused Committed Amount Class of such Revolving Lender during the period from and including the Effective Closing Date to but excluding the date on which its Committed Amount such Xxxxxx’s Revolving Credit Commitment of such Class terminates. Accrued Unused Fees on Committed Amounts Commitment fees shall be payable in arrears on each Scheduled Payment Date for the last day quarterly period then most recently ended (or, in the case of Marchthe first such payment made after the Closing Date, Junefor the period from the Closing Date to such date), September and December of each year and on the date on which the aggregate Committed Amounts Revolving Credit Commitments of the applicable Class terminate. For purposes of calculating the commitment fee payable pursuant to this Section 2.12(a), commencing on the first such date to occur after the date hereof, Revolving Credit Commitment of any Class shall be computed on deemed to have been used to the basis extent of a year the outstanding principal amount of 360 days the Revolving Loans of such Class and the LC Exposure attributable to the Revolving Credit Commitment of such Class, but no portion of the Revolving Credit Commitment of any Class shall be payable for the actual number deemed to have been used as a result of days elapsed (including the first but excluding the last day)any outstanding Swingline Loan. (b) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender of any Class, a participation fee with respect to its participations participation in Letters any outstanding Letter of CreditCredit that is not subject to Letter of Credit Support, which shall accrue at the same Applicable Margin Rate used to determine the interest rate applicable to Eurodollar Revolving Loans of such Class that are Term Benchmark Loans on the average daily amount portion of such LenderXxxxxx’s LC Exposure that is attributable to its Revolving Credit Commitment of such Class (excluding any portion thereof that is attributable to any unreimbursed LC Disbursements) Disbursement), during the period from and including the Effective Closing Date to but excluding the earlier of (A) the later of the date on which such Revolving Lender’s Committed Amount Revolving Credit Commitment of such Class terminates and the date on which such Revolving Lender ceases to have any LC ExposureExposure attributable to its Revolving Credit Commitment of such Class and (B) the Termination Date, and (ii) to each Issuing Bank Bank, for its own account, a fronting fee, which shall accrue at the rate in respect of 0.25% per annum on the average daily amount each Letter of Credit that portion is not subject to Letter of the LC Exposure attributable to Credit Support issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during for the period from and including the Effective Date to but excluding the later of the date of termination issuance of such Letter of Credit to the Committed Amounts and earliest of (A) the expiration date of such Letter of Credit, (B) the date on which there ceases to be any LC Exposure attributable to such Letter of Credit terminates, (C) the Termination Date, computed at a rate agreed by such Issuing BankBank and the Borrower (but in any event not to exceed 0.125% per annum) of the daily available amount of such Letter of Credit, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or the processing of drawings any drawing thereunder. Participation fees and fronting fees accrued shall accrue to but excluding each Scheduled Payment Date and be payable on in arrears for the third Business Day following quarterly period then most recently ended (or, in the last day case of March, June, September and December of each year, commencing the payment made on the first such date to occur after the Effective Closing Date, for the period from the Closing Date to such date) on each Scheduled Payment Date; provided that all such fees shall be payable on the date on which the Committed Amounts terminate Revolving Credit Commitments of the applicable Class terminate, and any such fees accruing after the date on which the Committed Amounts Revolving Credit Commitments of the applicable Class terminate and prior to the Termination Date shall be payable on demand. Any other fees fee payable to an any Issuing Bank pursuant to this paragraph shall be payable within 10 30 days after demand. All participation fees and fronting fees shall be computed on the basis receipt of a year of 360 days and shall be payable for the actual number of days elapsed written demand (including the first day but excluding the last day)accompanied by reasonable back-up documentation) therefor. (c) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable the annual administration fee described in the amounts and at the times separately agreed upon between the Borrower and the Administrative AgentFee Letter. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, The Borrower agrees to pay to the Administrative Agent for the account of each Delayed Draw Term Lender (or other than any Defaulting Lender) a ticking fee, which shall accrue at a rate equal to an Issuing Bankthe Ticking Fee Rate per annum applicable to the Delayed Draw Term Loan Commitments on the actual daily amount of the unused Delayed Draw Term Loan Commitment of such Lender during the period from and including the Amendment No. 2 Effective Date to the date on which the entire amount of such Xxxxxx’s Delayed Draw Term Loan Commitment terminates. Accrued ticking fees shall be payable in arrears on each Scheduled Payment Date for the quarterly period then most recently ended (or, in the case of fees payable the first such payment made after the Amendment No. 2 Effective Date, for the period from the Amendment No. 2 Effective Date to it) for distributionsuch date), in and on the case date on which all of commitment fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstancesDelayed Draw Term Loan Commitments terminate.

Fees. (a) The Borrower agrees Borrowers agree to pay to the Administrative Agent for the account of each Lender Revolving Lender, a commitment fee fee, which shall accrue at an annual the rate equal to per annum set forth as describe in, or under the applicable Unused Fee on Committed Amountcaption “Commitment Fee”, as applicable, in the definition of “Applicable Rate” on the average daily amount of the Available Revolving Commitment of each such Lender’s unused Committed Amount Lender during the period from and including the Effective Date to but excluding the date on which its Committed Amount each such Lender’s Revolving Commitment terminates. Accrued Unused Fees on Committed Amounts shall be payable in arrears on Commitment fees accrued through and including the last day of Marcheach calendar quarter shall be payable on the second Business Day of each April, JuneJuly, September October and December January of each year and on the date on which the aggregate Committed Amounts terminateRevolving Commitment terminates, commencing on the first such date to occur after the date hereof, Effective Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including elapsed. Solely for purposes of determining the first but excluding Available Revolving Commitment in connection with the last day)computation of commitment fees of the Revolving Lenders, the Revolving Exposure shall be deemed to exclude the aggregate principal amount of Swingline Loans. (b) The Borrower agrees Borrowers agree to pay (i) to the Administrative Agent Agent, for the account of (and to be shared pro rata among) each Lender Revolving Lender, a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin Rate used to determine the interest rate applicable to Eurodollar Revolving Loans on the average daily amount of such Lender’s applicable 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 Committed Amount Revolving Commitment terminates and the date on which such Revolving Lender ceases to have any LC Exposure. In addition, the Borrowers agree to pay the applicable Issuing Bank a fronting fee with respect to each Letter of Credit, in an amount equal to the greater of (i) 0.125% of the face amount of such Letter of Credit and (ii) to each Issuing Bank a fronting fee$1,000, which shall accrue at the rate of 0.25% per annum payable on the average daily amount of that portion of the LC Exposure attributable to such 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 the issuance and any renewal or extension of such Letter of Credit (and, in the event that the face amount of any Letter of Credit is increased after the date of issuance thereof, the Borrowers agree to pay the applicable Issuing Bank, on the date of any such increase, an additional fronting fee in an amount equal to the greater of (i) 0.125% of the Committed Amounts amount by which the face amount of such Letter of Credit has been increased and the date on which there ceases to be any LC Exposure attributable to such Issuing Bank(ii) $1,000), as well as such the applicable Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of each calendar quarter shall be payable on the third second Business Day following the last day of Marcheach April, JuneJuly, September October and December January of each year, 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 Committed Amounts Revolving Commitments terminate and any such fees accruing after the date on which the Committed Amounts Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 10 days Business Days after demand. All participation fees and fronting fees payable pursuant to this paragraph (b) 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)elapsed. (c) The Borrower agrees Borrowers agree to pay to (i) the Administrative Agent and the other Agents the fees set forth in the Fee Letter, and (ii) the Administrative Agent, for its own account, any other fees payable in the amounts and at the times separately agreed upon between the Borrower Borrowers and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an 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 refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee fee, which shall accrue at an annual rate equal to the applicable Unused Fee on Committed Amount, Applicable Rate on the average daily unused amount of the Revolving Commitment of such Lender’s unused Committed Amount Lender during the period from and including the Effective Date to but excluding the date on which its Committed Amount such Revolving Commitment terminates. Accrued Unused Fees on Committed Amounts commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the aggregate Committed Amounts Revolving Commitments terminate, commencing on the first such date to occur after the date hereof, Effective Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees with respect to Revolving Commitments, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the Rate as interest rate applicable to on Eurodollar Revolving Loans on the average daily amount of such Lender’s '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 Committed Amount 's Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each the Issuing Bank a fronting fee, which shall accrue at the rate of 0.25% per annum on the average daily amount of that portion of the LC Exposure attributable to such 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 Committed Amounts Revolving Commitments and the date on which there ceases to be any LC Exposure attributable to such Issuing BankExposure, as well as such the Issuing Bank’s 's standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued shall be payable on the third Business Day following through and including the last day of March, June, September and December of each yearyear 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 Committed Amounts Revolving Commitments terminate and any such fees accruing after the date on which the Committed Amounts Revolving Commitments terminate shall be payable on demand. Any other fees payable to an the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an the Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the LendersLenders entitled thereto. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a revolving commitment fee fee, which shall accrue at an annual rate equal to the applicable Unused Fee on Committed Amount, Applicable Rate for revolving commitment fees on the daily unused amount of the Revolving Commitment of such Lender’s unused Committed Amount Lender during the period from and including the Effective Date to but excluding the date on which its Committed Amount such Commitment terminates; provided that, (i) outstanding Letters of Credit shall be considered usage of the Revolving Commitment for purposes of calculating the revolving commitment fee and (ii) Swingline Loans shall not be considered usage of the Revolving Commitment for purposes of calculating the revolving commitment fee. Accrued Unused Fees on Committed Amounts revolving commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the aggregate Committed Amounts Revolving Commitments terminate, commencing on the first such date to occur after the date hereof, Effective Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin 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 Revolving Lender’s Committed Amount Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, Exposure and (ii) to each Issuing Bank Bank, a fronting fee, which shall accrue at the rate of 0.25% or rates per annum separately agreed upon between the Borrower and such Issuing Bank on the average daily amount of that portion of the LC Exposure attributable to such Issuing Bank (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 Effective Date to but excluding the later of the date of termination of the Committed Amounts Revolving Commitments and the date on which there ceases to be any LC Exposure attributable to such Issuing BankExposure, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, negotiation, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued shall be payable on the third Business Day following through and including the last day of March, June, September and December of each yearyear 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 Committed Amounts Revolving Commitments terminate and any such fees accruing after the date on which the Committed Amounts Revolving Commitments terminate shall be payable on demand. Any other fees payable to an any Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an the Issuing BankBanks, in the case of fees payable to itthem) for distribution, in the case of commitment fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower Company agrees to pay to the Administrative Agent for the account of each Lender a commitment fee fee, which shall accrue at an annual rate equal to the applicable Unused Fee on Committed Amount, Applicable Rate on the daily amount of the unused Commitment of such Lender’s unused Committed Amount , subject to adjustment as provided in Section 2.18, during the period from and including the Effective Date date of this Agreement to but excluding the date on which its Committed Amount such Commitment terminates. Accrued Unused Fees on Committed Amounts commitment fees shall be payable in arrears on the last day Business Day of March, June, September and December of each year year, on any date prior to the Maturity Date on which the Commitments terminate and on the date on which the aggregate Committed Amounts terminateMaturity Date, 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). (b) The Borrower Company 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, which shall accrue at the same Applicable Margin Rate used to determine the interest rate applicable to Eurodollar Term SOFR 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 LenderXxxxxx’s Committed Amount Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank Lender a fronting fee, which shall accrue at the rate of 0.250.125% per annum on the average daily amount of that portion of the LC Exposure attributable to such 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 Committed Amounts Commitments and the date on which there ceases to be any LC Exposure attributable to such Issuing BankExposure, as well as such each Issuing BankLender’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued shall be payable on the third Business Day following through and including the last day of March, June, September and December of each yearyear shall be payable on the fifteenth 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 Committed Amounts Commitments terminate and any such fees accruing after the date on which the Committed Amounts Commitments terminate shall be payable on demand. Any other fees payable to an any Issuing Bank Lender pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower Company agrees to pay to the Administrative Agent, each for its their own account, fees payable in the amounts and at the times separately agreed upon in writing between the Borrower Company and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an the applicable Issuing BankLender, 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 refundable under any circumstancescircumstances absent error in the calculation or payment thereof.

Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a commitment fee fee, which shall accrue at an annual a rate equal to the Commitment Fee Rate per annum applicable Unused Fee on Committed Amount, to the Revolving Credit Commitment of such Class on the average daily amount of the Unused Revolving Credit Commitment of such Lender’s unused Committed Amount Class of such Revolving Lender during the period from and including the Effective Closing Date to but excluding the date on which its Committed Amount terminatessuch Lender’s Revolving Credit Commitments of such Class terminate. Accrued Unused Fees on Committed Amounts commitment fees shall be payable in arrears on the last day Business Day of each March, June, September and December for the quarterly period then ended (commencing on September 30, 2017, but in the case of each year the payment made on September 30, 2017, for the period from the Closing Date to such date) and on the date on which the aggregate Committed Amounts Revolving Credit Commitments of the applicable Class terminate. For purposes of calculating the commitment fees only, commencing on no portion of the first such date to occur after the date hereof, Revolving Credit Commitments shall be computed on the basis deemed utilized as a result of a year of 360 days and shall be payable for the actual number of days elapsed (including the first but excluding the last day)outstanding Swingline Loans. (b) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a participation fee with respect to its participations participation in Letters each Letter of Credit, which shall accrue at the same Applicable Margin Rate used to determine the interest rate applicable to Eurodollar LIBO Rate Revolving Loans on the average daily face amount of such Lender’s LC Exposure attributable to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements) ), during the period from and including the Effective Closing Date to but excluding the later of the date on which such Revolving Lender’s Committed Amount Revolving Credit Commitment of such Class terminates and the date on which such Revolving Lender ceases to have any LC Exposure, Exposure related to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (including any such Letter of Credit Exposure that may exist following the termination of such Revolving Credit Commitments) and (ii) to each Issuing Bank Bank, for its own account, a fronting fee, which shall accrue at the rate in respect of 0.25% per annum on the average daily amount each Letter of that portion of the LC Exposure attributable to Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during for the period from and including the Effective Date to but excluding the later of 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 the rate agreed by such Issuing Bank and the Borrower (but in any event not to exceed 0.125% per annum) of the Committed Amounts and the date on which there ceases to be any LC Exposure attributable to daily face amount of such Issuing BankLetter of Credit, as well as such Issuing Bank’s standard reasonable and customary fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued shall be payable on to but excluding the third last Business Day following the last day of each March, June, September and December shall be payable in arrears for the quarterly period then ended (or, in the case of each yearthe payment made on September 30, commencing 2017, for the period from the Closing Date to such date) on the first last Business Day of such date to occur after the Effective Datecalendar quarter; provided that all such fees shall be payable on the date on which the Committed Amounts terminate Revolving Credit Commitments of the applicable Class terminate, and any such fees accruing after the date on which the Committed Amounts Revolving Credit Commitments of the applicable Class terminate shall be payable on demand. Any other fees payable to an any Issuing Bank pursuant to this paragraph shall be payable within 10 30 days after demand. All participation fees and fronting fees shall be computed on the basis receipt of a year of 360 days and shall be payable for the actual number of days elapsed written demand (including the first day but excluding the last day)accompanied by reasonable back-up documentation) therefor. (c) [Reserved]. (d) The Borrower agrees to pay to the Administrative Agent, for its own account, the fees payable in the amounts and at the times separately agreed upon between by the Borrower and the Administrative AgentAgent in writing. (de) All fees payable hereunder shall be paid on the dates due, in Dollars and in immediately available funds, to the Administrative Agent (or to an 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 Revolving Lenders. Fees paid shall not be refundable under any circumstancescircumstances except as otherwise provided in the Fee Letter. Fees payable hereunder shall accrue through and including the last day of the month immediately preceding the applicable fee payment date. (f) In the event that, on or prior to the date that is twelve months after the Closing Date, the Borrower (x) prepays, repays, refinances, substitutes or replaces any Initial Term Loans in connection with a Repricing Transaction (including, for the avoidance of doubt, any prepayment made pursuant to Section 2.11(b)(iii) that constitutes a Repricing Transaction) or (y) effects any amendment, modification or waiver of, or consent under, this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Initial Term Lenders, (I) in the case of clause (x), a premium of 1.00% of the aggregate principal amount of the Initial Term Loans so prepaid, repaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the Initial Term Loans that are the subject of such Repricing Transaction outstanding immediately prior to such amendment. If, on or prior to the date that is twelve months after the Closing Date, all or any portion of the Initial Term Loans held by any Term Lender are prepaid, repaid, refinanced, substituted or replaced pursuant to Section 2.19(b)(iv) as a result of, or in connection with, such Term Lender not agreeing or otherwise consenting to any waiver, consent, modification or amendment referred to in clause (y) above (or otherwise in connection with a Repricing Transaction), such prepayment, repayment, refinancing, substitution or replacement will be made at 101% of the principal amount so prepaid, repaid, refinanced, substituted or replaced. All such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction. (g) Unless otherwise indicated herein, all computations of fees shall be made on the basis of a 360-day year and shall be payable for the actual days elapsed (including the first day but excluding the last day). Each determination by the Administrative Agent of the amount of any fee hereunder shall be conclusive and binding for all purposes, absent manifest error.