Common use of Fees Clause in Contracts

Fees. (a) The Company agrees to pay to the Administrative Agent for the account of each Lender a facility fee, which shall accrue at the Applicable Rate on the daily amount of the Facility Commitment of such Lender (whether used or unused) during the period from and including the date hereof to but excluding the date on which such Facility Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure after its Facility Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”). Accrued Facility Fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Facility Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any Facility Fees accruing after the date on which the Facility Commitments terminate shall be payable on demand. 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). (b) The 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 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 Facility Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Lender a fronting fee, which shall accrue daily on the aggregate amount then available for drawing under all Letters of Credit issued by such Issuing Lender at such rate per annum as may be mutually agreed between the Company and such Issuing Lender from time to time, as well as the Issuing 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 through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing 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 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 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 for distribution, in the case of facility fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent for the account of each Lender with a facility Revolving Commitment a commitment fee, which shall accrue at the Applicable Rate on the daily amount of the Facility difference between the Revolving Commitment of such Lender and the Revolving Credit Exposure (whether used or unusedexcluding Swingline Exposure) of such Lender during the period from and including the date hereof to but excluding the date on which such Facility Revolving Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure after its Facility Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”). Accrued Facility Fees 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 Facility Revolving Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any Facility Fees accruing after the date on which the Facility Commitments terminate shall be payable on demand. All Facility Fees 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 Company 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 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 Facility Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Lender Bank a fronting fee, which shall accrue daily at the rate or rates per annum separately agreed upon between the Borrower and the Issuing Bank on the aggregate average daily amount then available for drawing under all Letters of Credit issued by such Issuing Lender at such rate per annum as may the 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 of termination of the Revolving Commitments and the date on which there ceases to be mutually agreed between the Company and such Issuing Lender from time to timeany LC Exposure, as well as the Issuing LenderBank’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 such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lender 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 Company 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 Company 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 the Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility commitment fees and participation fees, to the LendersLenders with a Revolving Commitment or Revolving Credit Exposure. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company agrees to pay to the Administrative Agent for the account of each Revolving Lender a facility commitment fee, which shall accrue at the Applicable Rate on the daily amount of the Facility Available Revolving Commitment of such Lender (whether used or unused) during the period from and including the date hereof Original Effective Date to but excluding the date on which such Facility Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure after its Facility Revolving Commitment terminates, then such facility commitment fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility Revolving Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”)Exposure. Accrued Facility Fees 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 Facility Revolving Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any Facility Fees accruing after the date on which the Facility Commitments terminate shall be payable on demandOriginal Effective Date. All Facility Fees 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 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 Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Eurocurrency Revolving 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 Original Effective Date to but excluding the later of the date on which such Revolving Lender’s Facility Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, Exposure and (ii) to the each Issuing Lender Bank for its own account a fronting fee, which shall accrue daily at the rate of 0.125% per annum on the aggregate amount then available for drawing under all average daily Dollar Amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Lender at such rate per annum as may Bank during the period from and including the Original Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be mutually agreed between the Company and such Issuing Lender from time to timeany LC Exposure, as well as the such Issuing LenderBank’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 through and including the last day of March, June, September and December of each year shall be payable on the third (3rd) Business Day following such last day, commencing on the first such date to occur after the Original Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lender Banks 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 shall be paid in Dollars. (c) The 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 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 any Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility commitment fees and participation fees, to the applicable Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent for the account of each Lender a facility feefee (a “Facility Fee”), which shall accrue at the Applicable Rate on the daily amount of the Facility Commitment of such Lender (whether used or unused) during the period from and including the date hereof Availability Date to but excluding the date on which such Facility Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure after its Facility Commitment terminates, then such facility fee Facility Fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”)Exposure. Accrued Facility Fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Facility Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any Facility Fees accruing after the date on which the Facility Commitments terminate shall be payable on demand. 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). (b) The Company Borrower agrees to pay (i) to the Administrative Agent (i) for the account of each Lender a participation fee with respect to its participations in Letters of CreditCredit (an “LC Participation Fee”), which shall accrue at the same Applicable Rate used to determine the 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 Effective Availability Date to but excluding the later of the date on which such Lender’s Facility Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to for the account of each Issuing Lender Bank, a fronting feefee (a “Fronting Fee”), which shall accrue daily at a rate equal to 0.15% per annum (or, with respect to any Issuing Bank, such lesser amount as may be agreed between such Issuing Bank and the Borrower) and be payable on the aggregate face amount then available for drawing under all outstanding of the LC Exposure attributable to Letters of Credit issued by such Issuing Lender at such rate per annum as may Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Availability Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be mutually agreed between the Company and such Issuing Lender from time to timeany LC Exposure, as well as the such Issuing LenderBank’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 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 15th day of the month following such last dayday (or, if such 15th day is not a Business Day, on the next succeeding Business Day), commencing on the first such date to occur after the Effective Datedate hereof; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the an Issuing Lender Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees LC Participation Fees and fronting fees 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 Company Borrower agrees to pay to the Administrative AgentAgent and each of the Lenders, for its their own accountaccounts, fees payable in the amounts and at the times separately agreed upon between the Company Borrower and the Administrative Agentsuch other parties. (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 facility feesFacility Fees and LC Participation Fees, to the Lenders. Fees Absent manifest error, fees paid shall not be refundable under any circumstances. (e) Within 10 days after the end of each fiscal quarter of the Borrower (commencing with the first fiscal quarter ending after the Availability Date), the Administrative Agent shall deliver to the Borrower a schedule (i) stating the aggregate amount of LC Participation Fees due and payable with respect to such fiscal quarter and (ii) stating the aggregate amount of Fronting Fees due and payable to each Issuing Bank with respect to such fiscal quarter. Promptly after receipt of each such schedule, (x) the Borrower shall compare such amounts with its own calculations of the LC Participation Fees and Fronting Fees due and payable with respect to such fiscal quarter and (y) the Administrative Agent and the Borrower shall discuss the amounts set forth in each such schedule and shall, subject to the next sentence, agree on the amount of such fees to be paid by the Borrower for such fiscal quarter. Neither the failure of the Administrative Agent to deliver any such schedule, nor the inaccuracy of any such schedule, shall relieve the Borrower of its obligations to pay such fees hereunder. In the event the Borrower pays any such fees based on any such schedule or any such agreement by the Administrative Agent and the Borrower and the amount so paid by the Borrower is insufficient to satisfy its actual payment obligations under paragraphs (a) and (b) of this Section, then the Borrower shall remain liable for any such deficiency and the Borrower shall pay to the Administrative Agent (for its account, the account of the applicable Issuing Banks and/or the account of the Lenders, as applicable) the amount of any such deficiency within two Business Days of demand therefor.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent for the account of each Lender a facility commitment fee, which shall accrue at the Applicable Rate on the daily amount of the Facility Available Revolving Commitment of such Lender (whether used or unused) during the period from and including the date hereof Effective Date to but excluding the date on which such Facility Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure after its Facility Commitment terminates, then such facility commitment fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”)Exposure. Accrued Facility Fees 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 Facility Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any Facility Fees accruing after the date on which the Facility Commitments terminate shall be payable on demand. All Facility Fees 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 Company 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 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 Facility Commitment terminates and the date on which such Lender ceases to have any LC Exposure, Exposure and (ii) to the Issuing Lender Bank for its own account a fronting fee, which shall accrue daily at the rate of 0.125% per annum (or such other rate as is mutually agreed upon by the Borrower and the Issuing Bank) on the aggregate average daily amount then available for drawing under all of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such the Issuing Lender at such rate per annum as may Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be mutually agreed between the Company and such Issuing Lender from time to timeany LC Exposure, as well as the Issuing LenderBank’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 through and including the last day of March, June, September and December of each year shall be payable on the third (3rd) Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lender 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 Company 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 Company Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in Dollars and immediately available funds, to the Administrative Agent (or to the Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility commitment fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent for the account of each Lender a facility fee, which shall accrue at the Applicable Rate on the daily amount of the Facility Commitment of such Lender (whether used or unused) during the period from and including the date hereof Effective Date to but excluding the date on which such Facility Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure Term Loans after its Facility Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure Term Loans from and including the date on which its Facility Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”)Term Loans. Accrued Facility Fees 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 Facility Commitments terminateterminate and the Term Loans are repaid, commencing on the first such date to occur after the date hereof; provided that any Facility Fees facility fees accruing other than on Term Loans after the date on which the Facility Commitments terminate shall be payable on demand. All Facility Fees 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). (b) The Company Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation utilization fee with respect in an amount equal to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Facility Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Lender a fronting fee, which shall accrue daily 0.05% on the aggregate principal amount then available of the Loans outstanding for drawing each day on which the sum of such Loans and the loans outstanding under all Letters the Five-Year Credit Agreement equal or exceed 50% of the sum of the total amount of the Commitments (or if the Commitments have terminated and Loans are outstanding, the Commitments as in effect immediately prior to termination) and the total amount of the commitments under the Five-Year Credit issued by such Issuing Lender at such rate per annum Agreement (or, if the commitments thereunder have terminated and there are loans outstanding, the commitments as may in effect immediately prior to termination). Accrued utilization fees shall be mutually agreed between the Company and such Issuing Lender from time to time, as well as the Issuing 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 through and including payable in arrears on the last day of March, June, September and December of each year shall be payable and on the third Business Day following such last daydate on which the Commitments terminate and the Term Loans are repaid, commencing on the first such date to occur after the Effective Datedate hereof; provided that all such fees shall be payable on the date on which the Commitments terminate and any such utilization fees accruing other than on Term Loans after the date on in which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lender pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting utilization 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 Company 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 Company 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 for distribution, in the case of facility fees, fees to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company agrees to pay to the Administrative Agent Agent, in US Dollars, for the account of each Lender Lender, a facility fee, which shall accrue at the Applicable Rate on the daily amount of the Facility each Commitment of such Lender (Lender, whether used or unused) , during the period from and including the date hereof Effective Date to but excluding the date on which such Facility Commitment terminates; provided that, if such any Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure under any Tranche after its Facility Commitment of such Tranche terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure under such Tranche from and including the date on which its Facility such Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”)under such Tranche. Accrued Facility Fees facility fees shall be payable in arrears on the last first day of MarchJanuary, JuneApril, September July and December October of each year and on the date on which the Facility Commitments terminateyear, commencing on the first such date to occur after the Effective Date and, with respect to the Commitments of any Tranche, on the date hereofon which the Commitments of such Tranche shall terminate; provided that any Facility Fees facility fees accruing on the Revolving Credit Exposure under any Tranche after the date on which the Facility Commitments of such Tranche terminate shall be payable on demand. All Facility Fees 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). (b) The Company agrees to pay (i) to the Administrative Agent Agent, in US Dollars for the account of each Tranche One Lender or each Tranche Two Lender, as applicable, a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar LIBOR Revolving Loans 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 Facility Commitment terminates and the date on which such Lender ceases to have any LC Exposure, Exposure and (ii) to the each Issuing Lender Bank a fronting fee, which shall accrue daily at a rate per annum separately agreed upon between the Company and the applicable Issuing Bank on the aggregate portion of the daily amount then available for drawing under all of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Lender at such rate per annum as may Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be mutually agreed between the Company and such Issuing Lender from time to timeany LC Exposure, as well as the each Issuing LenderBank’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 or becoming payable in respect of Letters of Credit through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lender Banks 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) Each Canadian Borrowing Subsidiary agrees to pay to the Administrative Agent, for the account of each Tranche One Lender, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted and purchased hereunder, in Canadian Dollars, an acceptance fee computed by multiplying the aggregate face amount of the B/As accepted by such Lender on such date by the product of (i) the Applicable Rate (being the applicable “B/A Stamping Fee” set forth in the definition of such term) on such date and (ii) a fraction, the numerator of which is the number of days in the Contract Period applicable to such B/As and the denominator of which is 365. (d) The 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 Company 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 the Issuing Banks (in the case of fees payable to them) for distribution, distribution (i) in the case of facility fees, to the Lenders and (ii) in the case of the participation fees, to the Tranche One Lenders or Tranche Two Lenders, as applicable and (iii) in the case of acceptance fees, to the Tranche One Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company agrees Borrowers agree to pay to the Administrative Agent for the account of each Lender a facility fee, which shall accrue at the Applicable Rate on the daily amount of the Facility Commitment of such Lender (whether used or unused) during the period from and including the date hereof Effective Date to but excluding the date on which such Facility Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure after its Facility Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”)Exposure. Accrued Facility Fees 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 Facility Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any Facility Fees facility fees accruing after the date on which the Facility Commitments terminate shall be payable on demand. All Facility Fees 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). (b) The Company 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 Rate used to determine the interest rate applicable to Eurodollar Revolving 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 Facility Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Lender Bank a fronting fee, which shall accrue daily at the rate of 0.125% per annum on the aggregate average daily amount then available for drawing under all Letters of Credit issued by such Issuing Lender at such rate per annum as may the 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 of termination of the Commitments and the date on which there ceases to be mutually agreed between the Company and such Issuing Lender from time to timeany LC Exposure, as well as the Issuing LenderBank’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 fronting fee shall be payable to the Issuing Bank for any day on which it and its Affiliates are the only Lenders. 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 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 Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lender Bank pursuant to this paragraph subsection 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 Company 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 in writing by the Company and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available fundsfunds in U.S. Dollars, to the Administrative Agent (or to the Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent for the account of each Lender Lender, a facility fee, which shall accrue at a rate per annum equal to the Applicable Rate Margin on the daily amount of the Facility Commitment of such Lender (whether used or unusedregardless of usage) during the period from and including the date hereof on which this Agreement becomes effective pursuant to Section 10.6 to but excluding the date on which such Facility Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure after its Facility Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility such Lender’s Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”)Exposure. Accrued Facility Fees facility 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 Commitments are permanently reduced and on the date on which the Facility Commitments terminate, commencing on the first such date to occur after the date hereof; Effective Date, provided that any Facility Fees accruing after all unpaid facility fees shall be payable on the date on which the Facility Commitments terminate and provided further that facility fees which accrue after the Commitments terminate shall be payable on demand. All Facility Fees 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). (b) The Company 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 a rate per annum equal to the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans Margin 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 Facility Commitment terminates and the date on which such Lender ceases to have any LC Exposure, Exposure and (ii) to the each Issuing Lender Bank for its own account a fronting fee, which shall accrue daily at the rate or rates per annum separately agreed upon between the Borrower and each Issuing Bank on the aggregate average daily amount then available for drawing under all Letters of Credit issued by such Issuing Lender at such rate per annum as may the 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 of termination of the Commitments and the date on which there ceases to be mutually agreed between the Company and such Issuing Lender from time to timeany LC Exposure, as well as the each Issuing LenderBank’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 through and including shall be payable in arrears on the last day of March, June, September and December of each year shall be payable on the third Business Day following such last dayyear, 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 Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the any Issuing Lender 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 Company Borrower agrees to pay to the Administrative Agenteach Credit Party, for its own account, fees and other amounts payable in the amounts and at the times separately agreed upon in writing between the Company 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, to the Administrative Agent for distribution, in the case of facility fees, to the Lenders. Fees and other amounts paid shall not be refundable under any circumstancescircumstances other than clearly demonstrable error.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent for the account of each Lender a facility fee, which shall accrue at the Applicable Rate facility fee rate per annum determined pursuant to the Pricing Grid, on the daily amount of the Facility Commitment of such Lender (whether used or unused) during the period from and including the date hereof Effective Date to but excluding the date on which such Facility Commitment terminates; provided that, that if such a Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure after its Facility Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Exposure. Facility Fees”). Accrued Facility Fees shall be payable in arrears on fees accrued through and including the last day of March, June, September and December of each year and shall be payable in arrears on the date on which the Facility Commitments terminate15th day following such last day, commencing on the first such date to occur after the Effective Date, and accrued facility fees shall also be due and payable on the date hereofon which all Commitments shall have terminated; provided that any Facility Fees facility fees accruing on the Revolving Credit Exposure after the date on which the Facility Commitments terminate a Commitment terminates shall be payable on demand. All Facility Fees 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). (b) The Company Borrower agrees to pay to the Administrative Agent, for its own account, fees in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. Such fees shall be fully earned when paid. (c) 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 a rate per annum equal to the same Applicable Rate used to determine the interest rate Margin applicable to Eurodollar Revolving interest on 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 Lender’s Facility Commitment terminates the Commitments terminate and the date on which such Lender ceases to have any LC Exposure, and (ii) to the each Issuing Lender a fronting fee, which shall accrue daily at the rate of 0.125% per annum on the aggregate average daily amount then available for drawing under all of the portion of the LC Exposure attributable to Letters of Credit issued by such Issuing Lender at (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 the Commitments terminate and the date on which there ceases to be any such rate per annum as may be mutually agreed between the Company and such Issuing Lender from time to timeLC Exposure, as well as the each of such Issuing Lender’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 through and including the last day of March, June, September and December of each year shall be payable in arrears on the third Business Day 15th 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 Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lender Lenders pursuant to this paragraph Section 5.07(c) shall be payable within 10 days promptly 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 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 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 the Issuing Lenders, as applicable, for distribution, in the case of facility fees and participation fees, to the LendersLenders entitled thereto. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company agrees Borrowers agree to pay to the Administrative Agent for the ratable account of each Lender a facility commitment fee, which shall accrue at the Applicable Commitment Fee Rate on the average daily amount of the Facility Available Revolving Commitment of such Lender (whether used or unused) during the period from and including the date hereof Effective Date to but excluding the date on which such Facility Commitment terminates; provided that, if such Lender continues to have any the Revolving Credit Exposure or Competitive Loan Exposure after its Facility Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”)Commitments terminate. Accrued Facility Fees commitment fees shall be payable in arrears on the last fifteenth calendar day of Marcheach January, JuneApril, September July and December of each year October and on the date on which the Facility Revolving Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any Facility Fees accruing after the date on which the Facility Commitments terminate shall be payable on demand. All Facility Fees 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 elapsed, (including the first day but excluding the last day). (b) The Company 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 Rate used to determine the interest rate applicable to Eurodollar Revolving Loans on the Dollar Equivalent of 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 Facility Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Lender Bank a fronting fee, which shall accrue daily at the rate of 0.125% per annum (or such lower amount as may be agreed by the Issuing Bank and the Borrower Representative) on the aggregate Dollar Equivalent of the average daily amount then available for drawing under all of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such the Issuing Lender at such rate per annum as may Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be mutually agreed between the Company and such Issuing Lender from time to timeany LC Exposure, as well as the Issuing LenderBank’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 through and including the last day of March, June, September and December of each year calendar quarter shall be payable on the third Business Day fifteenth calendar day of each January, April, July and October following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lender Bank pursuant to this paragraph shall be payable within 10 ten (10) days after written 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 Company 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 Company 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 the Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility commitment fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent for the account of each Lender a facility fee, which shall accrue at the Applicable Rate on the daily amount of the Facility then effective Commitment of such Lender (whether used or unused) during the period from and including the date hereof Closing Date to but excluding the date on which such Facility Commitment terminatesexpires or is terminated; provided that, if such Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure after its Facility Commitment terminatesterminates or expires, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”)Exposure. Accrued Facility Fees facility fees with respect to each Lender 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 Facility Commitments terminateCommitment of such Lender terminates or expires, commencing on the first such date to occur after the date hereof; provided that any Facility Fees facility fees accruing after the date on which the Facility Commitments terminate Commitment of such Lender terminates or expires shall be payable on demand. All Facility Fees facility fees shall be computed on the basis of a year of 360 365 (or 366 in the case of a leap year) days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Company 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 a rate per annum equal to the same Applicable Rate used to determine the interest rate applicable to interest 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 Effective Closing Date to but excluding the later of the date on which such Lender’s Facility Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the each Issuing Lender Bank a fronting fee, which shall accrue daily at the rate or rates per annum separately agreed upon between the Borrower and such Issuing Bank on the aggregate average daily amount then available for drawing under all of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) relating to the Letters of Credit issued by such Issuing Lender at Bank during the period from and including the Closing Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any such rate per annum as may be mutually agreed between the Company and such Issuing Lender from time to timeLC Exposure, as well as the such Issuing LenderBank’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 with respect to each Lender and Issuing Bank, respectively, accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Closing Date; provided that all such fees shall be payable on the date on which the such Lender’s or Issuing Bank’s Commitments terminate or expire and any such fees accruing after the date on which the Commitments terminate or expire shall be payable on demand. Any other fees payable to the any Issuing Lender 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 360 365 (or 366 in the case of a leap year) days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Company 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 Company 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 facility fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent for the account of each Lender (other than, subject to Section 2.18, a facility Defaulting Lender) a commitment fee, which shall accrue at the Applicable Rate on the daily amount of by which the Facility Commitment of such Lender (whether used or unused) exceeds such Lender’s Credit Exposure during the period from and including the date hereof Effective Date to but excluding the date on which such Facility Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure after its Facility Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”)Termination Date. Accrued Facility Fees 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 Facility Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any Facility Fees accruing after the date on which the Facility Commitments terminate shall be payable on demand. All Facility Fees 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 Company 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 a per annum rate equal to the same Applicable Rate Margin 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 Facility Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the each Issuing Lender Bank a fronting fee, which shall accrue daily at the rate of 0.125% per annum on the aggregate average daily amount then available for drawing under all of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) with respect to Letters of Credit issued by such Issuing Lender at such rate per annum as may Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be mutually agreed between the Company and such Issuing Lender from time to timeany LC Exposure, as well as the such Issuing LenderBank’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 such last day, commencing on the first such date to occur after the Effective Datedate hereof; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the any Issuing Lender 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 Company Borrower agrees to pay to the Administrative Agent, for its own accountPersons entitled thereto, fees payable in the amounts and at the times separately agreed upon between set forth in the Company 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 Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility commitment fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender a facility commitment fee, which shall accrue at the Applicable Rate a rate per annum equal to 0.5% on the daily average unused amount of the Facility respective Revolving Credit Commitment of such Lender (whether used or unused) during the period from and including the date hereof Effective Date to but excluding the date on which such Facility Commitment terminates; provided that, if such Lender continues to have any the Revolving Credit Exposure or Competitive Loan Exposure after its Facility Commitment terminatesCommitments terminate. The Borrower further agrees to pay to the Administrative Agent for the account of each Term B 1 Lender a commitment fee, then such facility fee which shall continue accrue at a rate per annum equal to accrue 0.5% on the daily average unused amount of the respective Term Bi Loan Commitment of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure Lender during the period from and including the date on which its Facility Commitment terminates Effective Date to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive last day of the Term Loan Exposure (the “Facility Fees”)Availability Period. Accrued Facility Fees commitment fees shall be payable in arrears on the last day each Quarterly Date and, in respect of Marchany Revolving Credit Commitments, June, September and December of each year and on the date on which the Facility such Revolving Credit Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any Facility Fees accruing after the date on which the Facility Commitments terminate shall be payable on demandof this Agreement. All Facility Fees 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 Company Borrower agrees to pay with respect to Letters of Credit outstanding hereunder the following fees: (i) to the Administrative Agent for the account of each Revolving Credit Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to (x) the same Applicable Rate used to determine the interest rate applicable to Margin for Eurodollar Revolving Credit Loans on multiplied by (y) 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 Facility 's Revolving Credit Commitment terminates and the date on which such Lender ceases to have there shall no longer be any LC ExposureLetters of Credit outstanding hereunder, and and (ii) to the Issuing Lender (x) a fronting feefee for its own account, which shall accrue in an amount equal to .25% of the average daily amount of the aggregate LC Exposure of all of the Lenders (excluding any portion thereof attributable to unreimbursed LC Disbursements) payable in full annually in advance, commencing on the aggregate amount then available for drawing under all Letters date hereof and thereafter on each anniversary of Credit issued by such Issuing Lender at such rate per annum as may be mutually agreed between date until the Company termination of this Agreement and such Issuing Lender from time to time, as well as (y) the Issuing Lender’s '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 through and including the last day of March, June, September and December of each year shall be payable in arrears on each Quarterly Date and on the third Business Day following such last daydate the Revolving Credit Commitments terminate, 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 Commitments terminate and any such fees accruing after the date on which the Revolving Credit Commitments terminate shall be payable on demand. Any other fees payable to the Issuing 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 Company 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 Company 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 for distribution, in the case of facility fees, to the Lenders. Fees paid shall not be refundable under any circumstances, absent manifest error in the determination thereof.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent for the account of each Lender a facility commitment fee, which shall accrue at the Applicable Rate on the daily amount of the Facility Commitment of such Lender (whether used or unused) less the sum of the outstanding principal amount of such Lender’s Revolving Loans and its LC Exposure, during the period from and including the date hereof Effective Date to but excluding the date on which such Facility Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure after its Facility Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”). Accrued Facility Fees 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 Facility Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any Facility Fees accruing after the date on which the Facility Commitments terminate shall be payable on demandEffective Date. All Facility Fees 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 Company 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 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 Facility Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided, however, any participation fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided cash collateral satisfactory to the applicable Issuing Bank pursuant to Section 2.21(a) shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.21(a)(iv), with the balance of such fee, if any, paid to such Issuing Bank for its own account, and (ii) to the each Issuing Lender Bank a fronting fee, which shall accrue daily at the rate set forth in the Fee Letter of such Issuing Bank, on the aggregate average daily amount then available for drawing under all Letters of Credit issued by such Issuing Lender at such rate per annum as may the LC Exposure (excluding any portion thereof attributable to un-reimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be mutually agreed between the Company and such Issuing Lender from time to timeany LC Exposure, as well as the each Issuing LenderBank’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 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 Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the an Issuing Lender 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 Company Additionally, the Borrower agrees to pay to the Administrative Agent, for its own accountaccount and for the accounts of the Lenders hereunder, fees payable in the amounts amount and at the times separately agreed upon between pursuant to the Company and the Administrative AgentXxxxx Fargo Fee Letter. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent or the other parties to which such fees are to be paid (or to the Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility commitment fees and participation fees, to the LendersLenders or to the Joint Bookrunners and Lead Arrangers, as applicable. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company agrees to pay to the Administrative Agent for the account of each Lender a facility fee, which shall accrue at the Applicable Rate on the daily amount of the Facility Commitment of such Lender (whether used or unused) during the period from and including the date hereof Effective Date to but excluding the date on which such Facility Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure after its Facility Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”Exposure; provided further that no facility fee shall be paid to a Defaulting Lender as provided in Section 2.24(a). Accrued Facility Fees 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 Facility Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any Facility Fees facility fees accruing after the date on which the Facility Commitments terminate shall be payable on demand. All Facility Fees 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). (b) The 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 Rate used to determine the interest rate applicable to Eurodollar Eurocurrency Revolving 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 Facility Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Lender Bank for its own account a fronting fee, which shall accrue daily on the aggregate amount then available for drawing under all Letters of Credit issued by such Issuing Lender at such a rate per annum as may be mutually separately agreed upon between the Company and such the Issuing Lender Bank on the average daily Dollar Amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from time and including the Effective Date to timebut excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing LenderBank’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 through and including the last day of March, June, September and December of each year shall be payable on the third (3rd) Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lender 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 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 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) and immediately available funds, to the Administrative Agent (or to the Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company agrees Borrowers agree to pay to the Administrative Agent for the account of each Lender a facility commitment fee, which shall accrue at the Applicable Commitment Fee Rate on the average daily amount of the Facility Available Commitment of such Lender (whether used or unused) during the period from and including the date hereof Effective Date to but excluding the date on which such Facility Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure after its Facility Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”)Lenders’ Commitments terminate. Accrued Facility Fees commitment fees shall be payable in arrears on the last day of March, June, September and December Business Day of each year calendar quarter and on the date on which the Facility Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any Facility Fees accruing after the date on which the Facility Commitments terminate shall be payable on demandEffective Date. All Facility Fees 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)elapsed. (b) The Company 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 Rate Spread in the case of standby Letters of Credit, and 50% of the Applicable Spread in the case of trade Letters of Credit, in each case 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 Facility Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the applicable Issuing Lender Bank a fronting fee, which shall accrue daily at the rate of 0.125% per annum on the aggregate average daily amount then available for drawing under all Letters of Credit issued by such Issuing Lender at such rate per annum as may the 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 of termination of the Commitments and the date on which there ceases to be mutually agreed between the Company and such Issuing Lender from time to timeany LC Exposure, as well as the such Issuing LenderBank’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 calendar quarter shall be payable on the third last Business Day following such last dayof each calendar quarter and on the date on which the Commitments terminate, commencing on the first such date to occur after the Effective Datedate hereof; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the an Issuing Lender 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)elapsed. (c) The Company 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 Company Borrowers and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available fundsdollars, to the Administrative Agent (or to the applicable Issuing Bank, in the case of fees payable to an Issuing Bank) for distribution, in the case of facility commitment fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent a commitment fee for the account of each Lender a facility feeRevolving Lender, which shall accrue at the Applicable Rate on the daily amount of the Facility undrawn portion of the Revolving Commitment of such Lender (whether used or unused) during the period from and including the date hereof Effective Date to but excluding the date on which such Facility the Lenders’ Revolving Commitments terminate; it being understood that the LC Exposure of a Lender shall be included in the drawn portion of the Revolving Commitment terminates; provided that, if of such Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure after its Facility Commitment terminates, then such facility fee shall continue to accrue on for purposes of calculating the daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”)commitment fee. Accrued Facility Fees 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 Facility Revolving Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any Facility Fees accruing after the date on which the Facility Commitments terminate shall be payable on demand. All Facility Fees 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). It is understood and agreed that any Lender’s Swingline Exposure shall not be deemed to be a component of the Aggregate Revolving Exposure for purposes of calculating the commitment fee. (b) The Company 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 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 Facility Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the relevant Issuing Lender Bank for its own account a fronting fee, which shall accrue daily at the rate of 0.125% per annum on the aggregate daily amount then available for drawing under all Letters of Credit issued by such Issuing Lender at such rate per annum as may the 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 of termination of the Commitments and the date on which there ceases to be mutually agreed between the Company and such Issuing Lender from time to timeany LC Exposure, as well as the such Issuing LenderBank’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 through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the any Issuing Lender 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 Company 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 Company 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 each Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility commitment fees and participation fees, to the LendersLenders entitled thereto. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent for the account of each Lender a facility commitment fee, which shall accrue at the Applicable Rate on the average daily amount of the Facility Available Revolving Commitment of such Lender (whether used or unused) during the period from and including the date hereof Effective Date to but excluding the date on which such Facility Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure after its Facility Commitment terminates, then such facility commitment fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”)Exposure. Accrued Facility Fees 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 Facility Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any Facility Fees commitment fees accruing after the date on which the Facility Commitments terminate shall be payable on demand. All Facility Fees 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 Company 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 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 Facility Commitment terminates and the date on which such Lender ceases to have any LC Exposure, Exposure and (ii) to the Issuing Lender Bank for its own account a fronting fee, which shall accrue daily at the rate of 0.125% per annum on the aggregate average daily amount then available for drawing under all of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such the Issuing Lender at such rate per annum as may Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be mutually agreed between the Company and such Issuing Lender from time to timeany LC Exposure, as well as the Issuing LenderBank’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 through and including the last day of March, June, September and December of each year shall be payable on the third (3rd) Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lender 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 Company 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 Company 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 the Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility commitment fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company agrees to pay to the General Administrative Agent for the account of each Lender a facility fee, which shall accrue at the Applicable Rate facility fee rate set forth in the Pricing Grid from time to time on the daily amount of the Facility Commitment Commitments of such Lender (whether used or unused) during the period from and including the date hereof Restatement Date to but excluding the date on which such Facility Commitment terminatesCommitments terminate; provided that, if such Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure after its Facility Commitment terminatesCommitments terminate, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility Commitment terminates Commitments terminate to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”)Exposure. Accrued Facility Fees 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 Facility Commitments terminate, commencing on the first such date to occur after the date hereofRestatement Date; provided that any Facility Fees facility fees accruing after the date on which the Facility Commitments terminate shall be payable on demand. All Facility Fees 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). (b) The Company agrees to pay to the Administrative Agents, for their own account, the administrative, auction and other fees separately agreed upon between the Company and the Administrative Agents (collectively, the “Administrative Fees”). (c) The Company agrees to pay (i) to the General Administrative Agent for the account of each U.S. Lender (including the Issuing Lender) a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the same Applicable Rate used to determine the interest rate Margin applicable to Eurodollar interest on Eurocurrency Revolving Loans on the average daily amount of such U.S. Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Restatement Date to but excluding the later of the date on which such Lender’s Facility Commitment terminates and the date on which such U.S. Lender ceases to have any LC Exposure, Exposure and (ii) to the Issuing Lender a fronting fee, which shall accrue daily at the rate of 0.125% per annum on the aggregate average daily amount then available for drawing under all Letters of Credit issued by such Issuing Lender at such rate per annum as may the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Restatement Date to but excluding the date on which there ceases to be mutually agreed between the Company and such Issuing Lender from time to timeany LC Exposure, as well as the Issuing 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 through and including shall be payable on the last day of March, June, September and December of each year shall be payable on the third Business Day following such last dayyear, commencing on the first such date to occur after the Effective Restatement Date; provided that all such fees shall be payable on the date on which the U.S. Commitments terminate and any such fees accruing after the date on which the U.S. Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lender pursuant to this paragraph shall be payable within 10 days promptly 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 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 Company and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the General Administrative Agent for distribution, in the case of facility fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent for the ratable account of each Lender a facility commitment fee, which shall accrue at the Applicable Rate on the daily amount of the Facility Unused Commitment of such Lender (whether used or unused) during the period from and including the date hereof to Effective Date but excluding the date on which such Facility Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure after its Facility Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”)Aggregate Commitments terminate. Accrued Facility Fees 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 Facility Aggregate Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any Facility Fees commitment fees accruing after the date on which the Facility Aggregate Commitments terminate shall be payable on demand. All Facility Fees 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 Company 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 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 Facility Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the each Issuing Lender Bank, for its own account, a fronting feefee with respect to each Letter of Credit issued by such Issuing Bank, which shall accrue daily at a rate of 0.125% per annum on the aggregate average daily amount then available for drawing under all of the Total LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Lender at such rate per annum as may Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Aggregate Commitments and the date on which there ceases to be mutually agreed between the Company and any LC Exposure attributable to Letters of Credit issued by such Issuing Lender from time to timeBank, as well as the such Issuing LenderBank’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 through and including the last day of March, June, September and December of each year shall be payable on the third (3rd) Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Aggregate Commitments terminate and any such fees accruing after the date on which the Aggregate Commitments terminate shall be payable on demand. Any other fees payable to the any Issuing Lender 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 Company 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 Company 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 the applicable Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility commitment fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company agrees Borrowers agree to pay to the Administrative Agent for the account of each Lender a facility commitment fee, which shall accrue at the Applicable Rate on the average daily amount of the Facility Available Revolving Commitment of such Lender (whether used or unused) during the period from and including the date hereof Effective Date to but excluding the date on which such Facility Commitment terminates; provided that, if such Lender continues to have any the Revolving Credit Exposure or Competitive Loan Exposure after its Facility Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”)Commitments terminate. Accrued Facility Fees commitment fees shall be payable in arrears on the last first day of March, June, September and December of each year calendar month and on the date on which the Facility Revolving Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any Facility Fees accruing after the date on which the Facility Commitments terminate shall be payable on demand. All Facility Fees 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 elapsed, (including the first day but excluding the last day). (b) The Company 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 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 Facility Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Lender Bank a fronting fee, which shall accrue daily at the rate of 0.125% per annum on the aggregate average daily amount then available for drawing under all of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such the Issuing Lender at such rate per annum as may Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be mutually agreed between the Company and such Issuing Lender from time to timeany LC Exposure, as well as the Issuing LenderBank’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 through and including the last day of March, June, September and December of each year calendar month shall be payable monthly in arrears on the third Business Day first day of each calendar 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 Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on written demand. Any other fees payable to the Issuing Lender Bank pursuant to this paragraph shall be payable within 10 ten (10) days after written 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 Company 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 Company 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 the Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility commitment fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent for the account of each Lender a facility fee, which shall accrue at the Applicable Rate on the daily amount of the Facility Commitment of such Lender (whether used or unused) during the period from and including the date hereof Restatement Effective Date to but excluding the date on which such Facility Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure after its Facility Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such LenderXxxxxx’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Exposure. Facility Fees”). Accrued Facility Fees shall be payable in arrears on fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the fifteenth day following the such last day and on the date on which the Facility Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any Facility Fees facility fees accruing after the date on which the Facility Commitments terminate shall be payable on demand. All Facility Fees 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). (b) The Company 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 Rate used to determine the interest rate applicable to Eurodollar Term Benchmark Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Restatement Effective Date to but excluding the later of the date on which such LenderXxxxxx’s Facility Commitment terminates and the date on which such Lender ceases to have any LC Exposure, Exposure and (ii) to the each Issuing Lender Bank for its own account a fronting fee, which shall accrue daily at the rate or rates per annum separately agreed upon between the Borrower and such Issuing Bank on the aggregate average daily amount then available for drawing under all of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Lender at such rate per annum as may Bank during the period from and including the Restatement Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be mutually agreed between the Company and such Issuing Lender from time to timeany LC Exposure, as well as the such Issuing LenderBank’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 through and including the last day of March, June, September and December of each year shall be payable on the third Business Day fifteenth day following such last day, commencing on the first such date to occur after the Restatement Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the any Issuing Lender 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 Company 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 Company 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 facility fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent for the account of each Lender having a facility Revolving Commitment under the Existing Revolving Facility, a commitment fee, which shall accrue at a rate per annum equal to the Applicable Commitment Fee Rate on the daily amount of such unused Revolving Commitment (provided that Swingline Loans shall not be deemed to be a use of the Facility Commitment Revolving Commitments for the purpose of the calculation of such Lender (whether used or unusedcommitment fee) during the period from and including the date hereof Fourth Restatement Closing Date to but excluding the date on which such Facility Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure after its Facility Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility Commitment terminates to but excluding (it being understood that LC Exposure constitutes a use of the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”Commitment). Accrued Facility Fees commitment fees and undrawn 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 applicable Commitments are permanently reduced and on the date on which the Facility applicable Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any Facility Fees accruing after the date on which the Facility Commitments terminate shall be payable on demandFourth Restatement Closing Date. All Facility Fees commitment fees and undrawn 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 Company 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 Rate used to determine the interest rate applicable Margin (with respect to Eurodollar Revolving Loans Borrowings) 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 Fourth Restatement Closing Date to but excluding the later of the date on which such Lender’s Facility Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, Exposure and (ii) to the Issuing Lender Bank for its own account a fronting fee, which shall accrue daily on the aggregate amount then available for drawing under all Letters of Credit issued by such Issuing Lender at such a rate per annum as may equal to 0.25% on the daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) with respect to each Letter of Credit during the period from and including the Fourth Restatement Closing Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be mutually agreed between the Company and any such Issuing Lender from time to timeLC Exposure, as well as the Issuing LenderBank’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 through and including shall be payable in arrears on the last day of March, June, September and December of each year shall be payable on the third Business Day following such last dayyear, commencing on the first such date to occur after the Effective Fourth Restatement Closing Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lender 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 Company 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 Company 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 for distribution, in the case of facility commitment fees, undrawn fees, and participation fees, to the Lenders. Fees paid hereunder shall not be refundable under any circumstances.

Fees. (a) The Company agrees to pay to the Administrative Agent for the account of each Revolving Lender a facility fee, which shall accrue at the Applicable Facility Fee Rate on the daily amount of the Facility Revolving Commitment of such Lender (whether used or unused) during the period from and including the date hereof Effective Date to but excluding the date on which such Facility Revolving Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure after its Facility Revolving Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility Revolving Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”)Exposure. Accrued Facility Fees facility fees shall be payable in arrears on the third (3rd) Business Day following the last day of March, June, September and December of each year and on the date on which the Facility Revolving Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any Facility Fees facility fees accruing after the date on which the Facility Revolving Commitments terminate shall be payable on demand. All Facility Fees 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 and the last day of each period but excluding the last daydate on which the Revolving Commitments terminate). (b) 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 Letters of Credit, which shall accrue at the same Applicable Rate Spread used to determine the interest rate applicable to Eurodollar Term Benchmark Revolving 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 Revolving Lender’s Facility Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, Exposure and (ii) to the relevant Issuing Lender Bank for its own account a fronting fee, which shall accrue daily at the rate of 0.125% per annum on the aggregate amount then available for drawing under all average daily Dollar Amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Lender at such rate per annum as may Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be mutually agreed between the Company and such Issuing Lender from time to timeany LC Exposure, as well as the such Issuing LenderBank’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 through and including the last day of March, June, September and December of each year shall be payable on the third (3rd) Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the any Issuing Lender Bank pursuant to this paragraph shall be payable within 10 ten (10) days after written 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 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 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 each Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the applicable Lenders. Fees paid shall not be refundable under any circumstancesabsent manifest error in the calculation thereof.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent for the account of each Lender Lender, a facility fee, which shall accrue at a rate per annum equal to the Applicable Rate Margin on the daily amount of the Facility Commitment of such Lender (whether used or unusedregardless of usage) during the period from and including the date hereof on which this Credit Agreement becomes effective pursuant to Section 10.6 to but excluding the date on which such Facility Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure after its Facility Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving 's Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility such Lender's Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”)Exposure. Accrued Facility Fees facility 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 Commitments are permanently reduced and on the date on which the Facility Commitments terminate, commencing on the first such date to occur after the date hereof; Agreement Date, provided that any Facility Fees accruing after all unpaid facility fees shall be payable on the date on which the Facility Commitments terminate and provided further that facility fees which accrue after the Commitments terminate shall be payable on demand. All Facility Fees 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). (b) The Company 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 a rate per annum equal to the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans Margin 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 Closing Date to but excluding the later of the date on which such Lender’s Facility 's Commitment terminates and the date on which such Lender ceases to have any LC Exposure, Exposure and (ii) to the Issuing Lender Bank for its own account a fronting fee, which shall accrue daily at the rate or rates per annum separately agreed upon between the Borrower and the Issuing Bank on the aggregate average daily amount then available for drawing under all Letters of Credit issued by such Issuing Lender at such rate per annum as may the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be mutually agreed between the Company and such Issuing Lender from time to timeany LC Exposure, as well as the Issuing Lender’s 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 through and including shall be payable in arrears on the last day of March, June, September and December of each year shall be payable on the third Business Day following such last dayyear, commencing on the first such date to occur after the Effective Datedate hereof; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lender 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 Company Borrower agrees to pay to the Administrative AgentAgent for the account of each Lender during the period from and including the date on which this Credit Agreement becomes effective pursuant to Section 10.6 to but excluding the date on which such Commitment terminates; a utilization fee which shall accrue at a rate per annum equal to 0.125% on the aggregate Credit Exposure for each day that such aggregate Credit Exposure shall exceed 50.0% of the Commitments of all Lenders, provided that, if such Lender continues to have any Credit Exposure after its Commitment terminates, then such utilization fee shall continue to accrue on the daily amount of such Lender's Credit Exposure from and including the date on which such Lender's Commitment terminates to but excluding the date on which such Lender ceases to have any Credit Exposure. Accrued utilization fees shall be payable in arrears on the last day of March, June, September and December of each year, each date on which the Commitments are permanently reduced and on the date on which the Commitments terminate, commencing on the first such date to occur after the Agreement Date, provided that all unpaid utilization fees shall be payable on the date on which the Commitments terminate and provided further that utilization fees which accrue after the Commitments terminate shall be payable on demand. All utilization 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). (d) The Borrower agrees to pay to each Credit Party, for its own account, fees and other amounts payable in the amounts and at the times separately agreed upon in writing between the Company Borrower and the Administrative Agentsuch Credit Party. (de) All fees and other amounts payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, in the case of facility fees, to the Lenders. Fees and other amounts paid shall not be refundable under any circumstances.

Fees. (a) The Company agrees to pay to the Administrative Agent for the account of each Lender a facility feefee in Dollars, which shall accrue at the Applicable Rate on the daily amount of the Facility Commitment of such Lender (whether used or unused) during the period from and including the date hereof Effective Date to but excluding the date on which such Facility Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure after its Facility Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such LenderXxxxxx’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”)Exposure. Accrued Facility Fees facility fees shall be payable quarterly in arrears on the last day of March, June, September and December of each year and on the date on which the Facility Commitments terminatePayment Date, commencing on the first such date to occur after the date hereof; provided that any Facility Fees facility fees accruing after the date on which the Facility Commitments terminate shall be payable on demand. All Facility Fees 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). (b) The 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 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) Applicable Percentage of the face amount of all outstanding 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 Facility Commitment terminates and the date on which such Lender ceases to have any LC Exposure, Exposure and (ii) to the each Issuing Lender Bank for its own account a fronting fee, which shall accrue daily at the rate of 0.125% per annum on the aggregate face amount then available for drawing under of all outstanding Letters of Credit issued by such each Issuing Lender at such rate per annum as may Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be mutually agreed between the Company and such Issuing Lender from time to timeany LC Exposure, as well as the each Issuing LenderBank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, maintenance, 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 through and including the last day of March, June, September and December of each year shall be payable quarterly in arrears on the third Business Day following such last dayeach Payment Date, commencing on the first such date to occur after the Effective Datedate hereof; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lender Banks pursuant to this paragraph shall be payable within 10 days after on 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 shall be paid in Dollars. (c) The Company agrees to pay to (i) the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative AgentAgent and (ii) JPMorgan, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and JPMorgan. (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 the Issuing Banks or JPMorgan, in the case of fees payable to them) for distribution, in the case of facility fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent for the account of each Lender having a facility Revolving Commitment under the Existing Revolving Facility, a commitment fee, which shall accrue at a rate per annum equal to the Applicable Commitment Fee Rate on the daily amount of such unused Revolving Commitment (provided that Swingline Loans shall not be deemed to be a use of the Facility Commitment Revolving Commitments for the purpose of the calculation of such Lender (whether used or unusedcommitment fee) during the period from and including the date hereof Fourth Restatement Closing Date to but excluding the date on which such Facility Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure after its Facility Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility Commitment terminates to but excluding (it being understood that LC Exposure constitutes a use of the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”Commitment). Accrued Facility Fees commitment fees and undrawn 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 applicable Commitments are permanently reduced and on the date on which the Facility applicable Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any Facility Fees accruing after the date on which the Facility Commitments terminate shall be payable on demandFourth Restatement Closing Date. All Facility Fees commitment fees and undrawn 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 Company 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 Rate used to determine the interest rate applicable Margin (with respect to Eurodollar Revolving Loans Borrowings) 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 Fourth Restatement Closing Date to but excluding the later of the date on which such Lender’s Facility Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, Exposure and (ii) to the Issuing Lender Bank for its own account a fronting fee, which shall accrue daily on the aggregate amount then available for drawing under all Letters of Credit issued by such Issuing Lender at such a rate per annum as may equal to 0.25% on the daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) with respect to each Letter of Credit during the period from and including the Fourth Restatement Closing Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be mutually agreed between the Company and any such Issuing Lender from time to timeLC 1821445.29\C072091\0303228 Exposure, as well as the Issuing LenderBank’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 through and including shall be payable in arrears on the last day of March, June, September and December of each year shall be payable on the third Business Day following such last dayyear, commencing on the first such date to occur after the Effective Fourth Restatement Closing Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lender 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 Company 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 Company 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 for distribution, in the case of facility commitment fees, undrawn fees, and participation fees, to the Lenders. Fees paid hereunder shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay a facility fee to the Administrative Agent for the account of each Lender (other than a facility feeDefaulting Lender to the extent provided in Section 2.19), which shall accrue at the Applicable Rate on the daily amount of the Facility Commitment of such Lender (whether used or unused) during the period from and including the date hereof Effective Date to but excluding the date on which such Facility Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure after its Facility Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”)Exposure. Accrued Facility Fees facility 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 Facility Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any Facility Fees facility fees accruing after the date on which the Facility Commitments terminate shall be payable on demand. All Facility Fees 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). (b) The Company 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 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 Facility Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Lender Bank a fronting fee, which shall accrue daily at the rate or rates per annum separately agreed upon between the Borrower and the Issuing Bank on the aggregate average daily amount then available for drawing under all Letters of Credit issued by such Issuing Lender at such rate per annum as may the 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 of termination of the Commitments and the date on which there ceases to be mutually agreed between the Company and such Issuing Lender from time to timeany LC Exposure, as well as the Issuing LenderBank’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 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 Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lender 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 Company 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 Company 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 the Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender (other than a facility feeDefaulting Lender) a commitment fee (“Revolving Facility Commitment Fee”), which shall accrue at the Applicable Revolving Facility Commitment Fee Rate on the average daily unused amount of the Facility Revolving Commitment of such Revolving Lender (whether used or unused) during the period from and including the date hereof to but excluding the date on which such Facility Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure after its Facility Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility Commitment terminates to but excluding the date on which (unless such Revolving Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”is a Defaulting Lender). Accrued Facility Fees 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 Facility Revolving Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any Facility Fees accruing after the date on which the Facility Commitments terminate shall be payable on demand. All Facility Fees 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 Company 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 a rate equal to the same Applicable Rate used to determine the interest rate applicable Margin then in effect with respect to Eurodollar Revolving Loans per annum on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC DisbursementsDisbursements or any portion thereof which has been cash collateralized) during the period from and including the Effective Closing Date to but excluding the later of the date on which such Lender’s Facility Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the each Issuing Lender Bank a fronting fee, which shall accrue daily at the rate of 0.125% per annum on the aggregate average daily amount then available for drawing under all of the LC Exposure attributable to Letters of Credit issued by such Issuing Lender at Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements or any portion thereof which has been cash collateralized) during the period from and including the Closing Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any such rate per annum as may be mutually agreed between the Company and such Issuing Lender from time to timeLC Exposure, as well as the such Issuing LenderBank’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 in arrears on the third 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 Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the an Issuing Lender 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). (c) The Company 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 in the Company 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 Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility commitment fees and participation fees, to the LendersRevolving Lenders entitled thereto. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent for the account of each Lender Lender, subject to adjustment as provided in Section 2.22, a facility fee, which shall accrue at the Applicable Rate on the daily amount of the Facility Dollar Commitment of such Lender (whether used or unused) during the period from and including the date hereof Effective Date to but excluding the date on which such Facility Dollar Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure after its Facility Dollar Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility Dollar Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”)Exposure. Accrued Facility Fees 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 Facility Dollar Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any Facility Fees facility fees accruing after the date on which the Facility Dollar Commitments terminate shall be payable on demand. All Facility Fees 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). (b) The Company 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 a rate per annum equal to the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving interest on Eurocurrency Rate 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 Facility Commitment terminates and the date on which such Lender ceases to have any LC Exposure, provided that any such participation fee otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the Issuing Bank pursuant to Section 2.5 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.22(a)(iv), with the balance of such fee, if any, payable to the Issuing Bank for its own account, and (ii) to the Issuing Lender Bank a fronting fee, which shall accrue daily at a rate agreed upon in the applicable Fee Letter between the Issuing Bank and the Borrower on the aggregate average daily amount then available for drawing under all Letters of Credit issued by such Issuing Lender at such rate per annum as may the 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 of termination of the Commitments and the date on which there ceases to be mutually agreed between the Company and such Issuing Lender from time to timeany LC Exposure, as well as the Issuing LenderBank’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 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 Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lender 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 computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.7. Notwithstanding anything to the contrary contained herein, upon the request of the Required Lenders, while any Event of Default exists, all Letter of Credit participation fees shall accrue at the Default Rate. (c) The Company 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 Company Borrower and the Administrative Agent, including those fees set forth in the Fee Letters. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company agrees to pay to the Administrative Agent for the account of each Lender a facility feecommitment fee (the “Commitment Fees”), which shall accrue at the “Commitment Fee Rate” determined by reference to the definition of “Applicable Rate Rate” on the daily average undrawn amount of the Facility each Commitment of such Lender (whether used or unused) during the period from and including the date hereof to Closing Date, but excluding the date on which such Facility Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure after its Facility Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”). Accrued Facility 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 Facility Commitments terminateyear, commencing on the first such date to occur after the date hereof; provided that any Facility Fees accruing after , and on the date on which the Facility such Commitments terminate shall be payable on demandterminate. All Facility 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 Company Each Borrower agrees to pay (i) to the Administrative Agent or the Canadian Administrative Agent, as applicable, for the account of each Lender a letter of credit 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 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 date hereof to but excluding the later of the date on which the last of such Lender’s Facility Commitment Commitments under the applicable Tranche terminates and the date on which such Lender ceases to have any LC ExposureExposure under such Tranche, and (ii) to the each Issuing Lender Bank a fronting fee, which shall accrue daily at the rate of 0.125% per annum (or any lesser amount that the Company and such Issuing Bank may agree upon from time to time) on the aggregate average daily amount then available for drawing under all of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Lender at Bank for the account of such rate per annum as may Borrower during the period from and including the date hereof to but excluding the later of the date of termination of the last of the Commitments under the applicable Tranche and the date on which there ceases to be mutually agreed between the Company and any LC Exposure, under such Issuing Lender from time to timeTranche, as well as the such Issuing LenderBank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued for the account of such Borrower or processing of drawings thereunder. Participation fees and fronting fees accrued under this paragraph through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Datedate hereof; provided that all such fees shall be payable on the date on which the last of the Commitments terminate terminates and any such fees accruing after the such date on which the Commitments terminate shall be payable on demand. Any other fees payable to the an Issuing Lender Bank pursuant to this paragraph shall be payable within 10 30 days after written 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 Company Each Canadian Borrowing Subsidiary agrees to pay to the Canadian Administrative Agent, for its own accountthe accounts of the Global Tranche Lenders (or the lending offices designated to accept and purchase B/As pursuant to Section 2.16(f)), fees payable on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee computed by multiplying the face amount of each such B/A by the product of (i) the Applicable Rate for B/A Drawings on such date and (ii) a fraction, the numerator of which is the number of days in the amounts and at the times separately agreed upon between the Company Contract Period applicable to such B/A and the Administrative Agentdenominator of which is 365. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent Agent, Canadian Administrative Agent, or the applicable Issuing Bank, as applicable, for distribution, in the case of facility fees, distribution to the applicable Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a facility commitment fee, which shall accrue at a rate equal to the Applicable Commitment Fee Rate per annum applicable to the Revolving Credit Commitment of such Class on the average daily amount of the Facility Unused Revolving Credit Commitment of such Class of such Revolving Lender (whether used or unused) during the period from and including the date hereof Closing Date to but excluding the date on which such Facility Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure after its Facility Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility Commitment terminates to but excluding the date on which of such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”)Class terminates. Accrued Facility Fees 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 the last Business Day of each year March 2020, but in the case of the payment made on such date, for the period from the Closing Date to such date) and on the date on which the Facility Revolving Credit Commitments of the applicable Class terminate, commencing on the first such date to occur after the date hereof; provided that any Facility Fees accruing after the date on which the Facility Commitments terminate shall be payable on demand. 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). (b) The Company 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 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 Facility 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 LC Exposure that may exist following the termination of such Revolving Credit Commitments) and (ii) to the each Issuing Lender Bank, for its own account, a fronting fee, which shall accrue daily on the aggregate amount then available for drawing under all Letters in respect of each Letter of Credit issued by such Issuing Lender Bank for the period from the date of issuance of such Letter of Credit to the expiration date of such Letter of Credit (or if terminated on an earlier date, to the termination date of such Letter of Credit), computed at such a rate per annum as may be mutually equal to the rate agreed between the Company and by such Issuing Lender from time Bank and the Borrower (but in any event not to timeexceed 0.125% per annum) of the daily face amount of such Letter of Credit, as well as the such Issuing LenderBank’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 through and including to but excluding the last day Business Day of each March, June, September and December of each year shall be payable in arrears for the quarterly period then ended (or, in the case of the payment made on the third last Business Day following of March 2020, for the period from the Closing Date to such last day, commencing 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 Revolving Credit Commitments terminate of the applicable Class terminate, and any such fees accruing after the date on which the Revolving Credit Commitments of the applicable Class terminate shall be payable on demand. Any other fees payable to the any Issuing Lender 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 Company 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 Company 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 the applicable Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility 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 Closing Date, the Borrower (x) prepays, repays, refinances, substitutes or replaces any Initial Term Loans as part of 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 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 (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 Company agrees to pay to the Administrative Agent for the account of each Lender a facility fee, fee (“Facility Fee”) in Dollars which shall accrue at the Applicable Rate for Facility Fee on the average daily amount of the Facility Commitment of such Lender (whether used or unused) (other than with respect to a Defaulting Lender as provided in Section 2.23(a)) during the period from and including the date hereof to but excluding the date on which such Facility Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure after its Facility Commitment terminates, then such facility fee Facility Fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”)Exposure. Accrued Facility Fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Facility Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any Facility Fees Fee accruing after the date on which the Facility Commitments terminate shall be payable on demand. 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). (b) The Company agrees to pay to the Administrative Agent, for its own account, the administrative and other fees separately agreed upon between the Company and the Administrative Agent (collectively, the “Administrative Fees”). (c) The Company agrees to pay (i) to the Administrative Agent for the account of each Lender (including the Issuing Lender) a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving interest on 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 Facility Commitment terminates and the date on which such Lender ceases to have any LC Exposure, Exposure and (ii) to the each Issuing Lender (including each Lender in the case of a Several Letter of Credit) a fronting fee, which shall accrue daily at the rate per annum agreed to by the Company and the applicable Issuing Lender on the aggregate average daily amount then available for drawing under all of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Lender at such rate per annum as may during the period from and including the Effective Date to but excluding the date on which there ceases to be mutually agreed between the Company and such Issuing Lender from time to timeany LC Exposure, as well as the such Issuing 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 through and including shall be payable on the last day of March, June, September and December of each year shall be payable on the third Business Day following such last dayyear, 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 Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the an Issuing Lender pursuant to this paragraph shall be payable within 10 days promptly 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 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 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 the Issuing Lender, in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent for the account of each Lender a facility commitment fee, which shall accrue at the Applicable Rate on the daily amount of (if any) by which the Facility Commitment of such Lender (whether used or unused) exceeds the Revolving Credit Exposure of such Lender during the period from and including the date hereof of this Agreement to but excluding the date on which such Facility Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure after its Facility Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”). Accrued Facility Fees 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 Facility Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any Facility Fees accruing after the date on which the Facility Commitments terminate shall be payable on demand. All Facility Fees 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 Company 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 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 Facility Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the each Issuing Lender Bank, for its own account, a fronting fee, which shall accrue daily on the aggregate amount then available for drawing under all Letters fee with respect to each Letter of Credit issued by it in the amount agreed between such Issuing Lender at Bank and the Borrower prior to the issuance of such rate per annum as may Letter of Credit, on the average daily amount of the Total LC Exposure attributable to such Letter of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of issuance of such Letter of Credit to but excluding the date on which there ceases to be mutually agreed between the Company any LC Exposure attributable to such Letter of Credit and (iii) to each Issuing Bank, for its own account, such Issuing Lender from time to time, as well as the Issuing LenderBank’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 in arrears on the third 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 Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the any Issuing Lender 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 Company 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 Company 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 the applicable Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility commitment fees and participation fees, to the LendersLenders entitled thereto. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent for the account of each Lender (other than a facility feeDefaulting Lender, subject to Section 2.20) a commitment fee in Dollars, which shall accrue at the Commitment Fee Rate set forth in the definition of Applicable Rate on the average daily amount of the Facility Available Commitment of such Lender (whether used or unused) during the period from and including the date hereof Effective Date to but excluding the date on which such Facility Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure after its Facility Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”)Commitments terminate. Accrued Facility Fees 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 Facility Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any Facility Fees accruing after the date on which the Facility Commitments terminate shall be payable on demand. All Facility Fees 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)elapsed. (b) The Company Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender (other than a Defaulting Lender, subject to Section 2.20) a participation fee in Dollars with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Eurocurrency Loans on the average daily Dollar Equivalent 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 Facility Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the applicable Issuing Lender Bank a fronting feefee in Dollars, which shall accrue daily at the rate of 0.125% per annum on the aggregate average Dollar Equivalent daily amount then available for drawing under all of the LC Exposure attributable to Letters of Credit issued by such Issuing Lender at such rate per annum as may Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be mutually agreed between the Company and such Issuing Lender from time to timeany LC Exposure, as well as the applicable Issuing LenderBank’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 calendar quarter shall be payable on the third first Business Day of each of each January, April, July and October 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 on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the any Issuing Lender 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)elapsed. (c) The Company Borrower agrees to pay to the Administrative Agent, for its own account, and to any Lender, fees payable in the amounts and at the times separately agreed upon between the Company Borrower and the Administrative AgentAgent or such Lender. (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 facility commitment fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent for the account of each Lender Lender, a facility fee, fee which shall accrue at the Applicable Rate on the daily amount of the Facility Commitment of such Lender (whether used or unused) ), during the period from and Availability Period, including at any time during which one or more of the date hereof to but excluding the date on which such Facility Commitment terminatesconditions in Section 4.02 is not met; provided thatprovided, however, that (i) if such Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure outstanding Loans after its Facility Commitment terminatesthe Availability Period, then such facility fee shall continue to accrue on the daily amount of the outstanding Loans of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure Lender from and including the date on which its Facility Commitment terminates to the aggregate Commitments of all Lenders are terminated to, but excluding excluding, the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure outstanding Loans and (ii) if such Lender is a Defaulting Lender at any time, such facility fee shall cease to accrue on, and the “Facility Fees”)Borrower shall not be required to pay a facility fee with respect to, the daily unused amount of the Commitment of such Lender during such period of time such Lender is a Defaulting Lender. Accrued Facility Fees facility 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 Facility Commitments terminate, commencing on the first such date to occur after the date hereofClosing Date; provided that any Facility Fees facility fees accruing after the date on which the Facility aggregate Commitments terminate shall be payable on demand. The facility fee owing with respect to each Lender shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. All Facility Fees 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). (b) The Company agrees to Borrower shall 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 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 Arranger and including the Effective Date to but excluding the later of the date on which such Lender’s Facility Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Lender a fronting fee, which shall accrue daily on the aggregate amount then available for drawing under all Letters of Credit issued by such Issuing Lender at such rate per annum as may be mutually agreed between the Company and such Issuing Lender from time to time, as well as the Issuing 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 through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing 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 Company agrees to pay to the Administrative Agent, for its their own accountrespective accounts, fees payable in the amounts and at the times separately agreed upon between specified in the Company and the Administrative Agent. (d) All Fee Letter. Such fees payable hereunder shall be fully earned when paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, in the case of facility fees, to the Lenders. Fees paid and shall not be refundable under for any circumstancesreason whatsoever. (c) The Borrower shall pay to the Lenders such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

Fees. (a) The Company Borrower shall pay to the Administrative Agent for its own account fees in the amounts and at the times previously agreed upon in writing by the Borrower and the Administrative Agent. (b) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a facility fee, which shall accrue at the Applicable Rate Percentage per annum (determined daily in accordance with Schedule I) on the daily amount of the Facility Revolving Commitment of such Lender (whether used or unused) of such Lender during the period from and including the date hereof to but excluding the date on which such Facility Commitment terminatesAvailability Period; provided thatprovided, that if such Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure after its Facility the Revolving Commitment terminatesTermination Date, then such the facility fee shall continue to accrue on the daily amount of such Revolving Credit Exposure from and after the Revolving Commitment Termination Date to the date that all of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”). Accrued Facility Fees shall be payable has been paid in arrears on the last day of March, June, September and December of each year and on the date on which the Facility Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any Facility Fees accruing after the date on which the Facility Commitments terminate shall be payable on demand. 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)full. (bc) The Company Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation commitment fee, which shall accrue at the Applicable Percentage per annum (determined daily in accordance with Schedule I) on the daily amount of the unused Term Loan Commitment of such Lender during the Term Loan Commitment Availability Period. (d) The Borrower agrees to pay (i) quarterly in arrears to the Administrative Agent, for the account of each Lender, a letter of credit fee with respect to its participations participation in Letters each Letter of Credit, which shall accrue at a rate per annum equal to the same Applicable Rate used to determine the interest rate applicable to Margin for Eurodollar Revolving Loans then in effect on the average daily amount of such Lender’s LC Exposure attributable to such Letter of Credit during the period from and including the date of issuance of such Letter of Credit to but excluding the date on which such Letter of Credit expires or is drawn in full (including without limitation any LC Exposure that remains outstanding after the Revolving Commitment Termination Date) and (ii) to the Issuing Bank for its own account a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the 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 Availability Period (or until the date on which that such Lender’s Facility Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Lender a fronting fee, which shall accrue daily on the aggregate amount then available for drawing under all Letters Letter of Credit issued by such Issuing Lender at such rate per annum as may be mutually agreed between the Company and such Issuing Lender from time to timeis irrevocably cancelled, whichever is later), as well as the Issuing LenderBank’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 Notwithstanding the last day of Marchforegoing, June, September and December of each year shall be payable if the Required Lenders elect to increase the interest rate 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 Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable Loans to the Issuing Lender Default Interest pursuant to this paragraph Section 2.13(c), the rate per annum used to calculate the letter of credit fee pursuant to clause (i) above shall automatically 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)increased by an additional 2% per annum. (ce) The Company agrees to Borrower shall pay to the Administrative Agent, for its own accountthe ratable benefit of each Lender, fees payable in the amounts and at the times separately upfront fee previously agreed upon between by the Company Borrower and the Administrative Agent, which shall be due and payable on the Closing Date. (df) All Accrued fees payable hereunder under paragraphs (b), (c) and above shall be paid payable quarterly in arrears on the dates duelast day of each March, June, September and December, commencing on March 31, 2007 and on the Revolving Commitment Termination Date (and if later, the date the Loans and LC Exposure shall be repaid in immediately available fundstheir entirety); provided further, to that any such fees accruing after the Administrative Agent for distribution, in the case of facility fees, to the Lenders. Fees paid Revolving Commitment Termination Date shall not be refundable under any circumstancespayable on demand.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent for the account of each Lender a facility fee, which shall accrue at the Applicable Rate on the daily amount of the fee (a "Facility Commitment of such Lender (whether used or unusedFee") during for the period from and including the date hereof to but excluding the date upon which the Commitments shall have terminated and all Loans shall have been paid in full, computed at a rate per annum equal to the Facility Fee Rate on the average daily amount of the Commitment of such Lender (whether or not utilized) during the period for which such Facility Commitment terminates; provided thatpayment is made (or, if such any Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure Loans after its Facility Commitment terminates, then such facility fee shall continue to accrue on the average daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure 's Loans from and including the date on which its Facility Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”Loans outstanding). Accrued Facility Fees shall be , payable in arrears on the last day of March, June, September and December of each year and on the date on which the Facility Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any Facility Fees accruing after the date on which the Facility Commitments terminate shall be payable on demand. 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)Fee Payment Date. (b) The Company Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender in arrears on each Fee Payment Date, a participation utilization fee with respect (a "Utilization Fee") at a rate per annum equal to its participations in Letters of Credit, which shall accrue at the same Applicable Utilization Fee 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) for each Excess Utilization Day during the period from and including the Effective covered by such Fee Payment Date to but excluding the later of the date on which such Lender’s Facility Commitment terminates and the date 's Loans then outstanding on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Lender a fronting fee, which shall accrue daily on the aggregate amount then available for drawing under all Letters of Credit issued by such Issuing Lender at such rate per annum as may be mutually agreed between the Company and such Issuing Lender from time to time, as well as the Issuing 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 through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing 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)Excess Utilization Day. (c) The Company Borrower agrees to pay to the Administrative Agent, for its own account, Agent the fees payable in the amounts and at on the times separately agreed upon dates as set forth in the Fee Letter, dated as of November 1, 2002, between the Company Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on , and in any other fee agreements between the dates due, in immediately available funds, to Borrower and the Administrative Agent for distributionexecuted after the date of this Agreement, in the case of facility fees, and to the Lenders. Fees paid shall not be refundable under perform any circumstancesother obligations contained therein.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent a commitment fee for the account of each Lender a facility feeRevolving Lender, which shall accrue at the Applicable Rate on the average daily amount of the Facility Available Revolving Commitment of such Lender (whether used or unused) during the period from and including the date hereof Effective Date to but excluding the date on which such Facility Commitment terminatesthe Lenders’ Revolving Commitments terminate; provided that, if such Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure after its Facility Revolving Commitment terminates, then such facility commitment fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility Revolving Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Exposure. The Borrower agrees to pay to the Administrative Agent a ticking fee for the account of each Term Lender, which shall accrue at the Applicable Rate on the average daily amount of the undrawn portion of the Term Loan Exposure (Commitment of such Lender during the “Facility Fees”)period from and including the Effective Date to but excluding the date on which the Lenders’ Term Loan Commitments terminate. Accrued Facility Fees shall be payable in arrears on Commitment fees and ticking fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the fifteenth (15th) day following such last day and on the date on which the Facility Revolving Commitments or all of the Term Loan Commitments, as applicable, terminate, commencing on the first such date to occur after the date hereof; provided that any Facility Fees accruing after the date on which the Facility Commitments terminate shall be payable on demand. All Facility Fees commitment fees and 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 and last day of each period but excluding the last daydate on which the Revolving Commitments or all of the Term Loan Commitments, as applicable, terminate). (b) The Company 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 each outstanding Letter of Credit, which shall accrue on the daily maximum stated amount then available to be drawn under such Letter of Credit at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Term Benchmark Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) Loans, during the period from and including the Effective Date to but excluding the later of the date on which such LenderXxxxxx’s Facility Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the each Issuing Lender Bank for its own account a fronting feefee with respect to each Letter of Credit issued by such Issuing Bank, which shall accrue daily at the rate of 0.125% per annum on the aggregate daily maximum stated amount then available for drawing to be drawn under all such Letter of Credit, during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure with respect to Letters of Credit issued by such Issuing Lender at such rate per annum as may be mutually agreed between the Company and such Issuing Lender from time to timeBank, as well as the such Issuing LenderBank’s standard fees with respect to the issuance, amendment, renewal amendment or extension of any Letter of Credit or and other processing fees, and other standard costs and charges, of drawings thereundersuch Issuing bank relating the Letters of Credit as from time to time in effect. 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 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 Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the an Issuing Lender 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 Company 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 Company Borrower and the Administrative AgentAgent (it being understood that any Letter of Credit fronting fee that may be mentioned in any such separate agreement shall not be duplicative of the Letter of Credit fronting fee referenced in Section 2.12(b)(ii) above). (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 Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company agrees to pay to the Administrative Agent for the account of each Lender a facility fee, which shall accrue at the Applicable Rate on the daily amount of the Facility Commitment of such Lender (whether used or unused) during the period from and including the date hereof Effective Date to but excluding the date on which such Facility Commitment terminates; provided that, that if such Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure after its Facility Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”)Exposure. Accrued Facility Fees 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 Facility Commitments terminateyear, commencing on the first such date to occur after the date hereof; provided that any Facility Fees accruing after Effective Date, and on the date on which the Facility Commitments terminate shall be payable on demandhave terminated and the Lenders shall have no Revolving Credit Exposure. All Facility Fees 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). (b) The 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 Rate used to determine the interest rate applicable to Eurodollar LIBOR and EURIBOR 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 Facility Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the each Issuing Lender Bank a fronting fee, which shall accrue daily at the rate or rates per annum separately agreed upon between the Company and such Issuing Bank on the aggregate average daily amount then available for drawing under all of the LC Exposure attributable to Letters of Credit issued by such Issuing Lender at such rate per annum as may Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be mutually agreed between the Company and such Issuing Lender from time to timeany LC Exposure, as well as the such Issuing LenderBank’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 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 Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lender 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 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 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 for distribution(or to the Issuing Banks, in the case of facility fees, fees payable to it) for distribution to the LendersPersons entitled thereto. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent for the account of each Lender a facility feecommitment fee (the “Commitment Fees”), which shall accrue at the Applicable Rate on the daily amount of (if any) by which the Facility Commitment of such Lender (whether used or unused) exceeds the Revolving Credit Exposure of such Lender during the period from and including the date hereof Closing Date to but excluding the date on which such Facility Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure after its Facility Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”). Accrued Facility 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 Facility Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any Facility Fees accruing after the date on which the Facility Commitments terminate shall be payable on demandClosing Date. All Facility 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 Company 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 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 Closing Date to but excluding the later of the date on which such Lender’s Facility Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the each Issuing Lender Bank, for its own account, a fronting fee, which shall accrue daily on the aggregate amount then available for drawing under all Letters fee with respect to each Letter of Credit issued by it in the amount agreed between such Issuing Lender at Bank and the Borrower prior to the issuance of such rate per annum as may Letter of Credit, on the average daily amount of the Total LC Exposure attributable to such Letter of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of issuance of such Letter of Credit to but excluding the date on which there ceases to be mutually agreed between the Company any LC Exposure attributable to such Letter of Credit and (iii) to each Issuing Bank, for its own account, such Issuing Lender from time to time, as well as the Issuing LenderBank’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 in arrears on the third 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 Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the any Issuing Lender 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 Company 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 Company 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 the applicable Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility commitment fees and participation fees, to the LendersLenders entitled thereto. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent for the account of each Lender a facility fee, which shall accrue at the Applicable Rate on the daily amount of the Facility Commitment of such Lender (whether used or unused) during the period from and including the date hereof Restatement Effective Date to but excluding the date on which such Facility Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure after its Facility Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Exposure. Facility Fees”). Accrued Facility Fees shall be payable in arrears on fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the fifteenth day following the such last day and on the date on which the Facility Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any Facility Fees facility fees accruing after the date on which the Facility Commitments terminate shall be payable on demand. All Facility Fees 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). (b) The Company 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 Rate used to determine the interest rate applicable to Eurodollar Term Benchmark Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Restatement Effective Date to but excluding the later of the date on which such Lender’s Facility Commitment terminates and the date on which such Lender ceases to have any LC Exposure, Exposure and (ii) to the each Issuing Lender Bank for its own account a fronting fee, which shall accrue daily at the rate or rates per annum separately agreed upon between the Borrower and such Issuing Bank on the aggregate average daily amount then available for drawing under all of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Lender at such rate per annum as may Bank during the period from and including the Restatement Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be mutually agreed between the Company and such Issuing Lender from time to timeany LC Exposure, as well as the such Issuing LenderBank’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 through and including the last day of March, June, September and December of each year shall be payable on the third Business Day fifteenth day following such last day, commencing on the first such date to occur after the Restatement Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the any Issuing Lender 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 Company 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 Company 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 facility fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Lead Borrower agrees to pay to the Administrative Agent for the account of each Lender (other than any Defaulting Lender) a facility commitment fee, which shall accrue at the relevant percentage set forth in the row entitled “Commitment Fee” in the definition of “Applicable Rate Rate” on the daily amount of by which the Facility Commitment of such Lender exceeds the Revolving Credit Exposure (whether used or unusedwithout giving effect to Swingline Loans) of such Lender during the period from and including the date hereof Fourth Restatement Effective Date to but excluding the date on which such Facility Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure after its Facility Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”). Accrued Facility Fees 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 Facility Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any Facility Fees accruing after the date on which the Facility Commitments terminate Fourth Restatement Effective Date. All commitment fees shall be payable on demand. All Facility Fees 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 Company Lead 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 Rate used to determine the interest rate applicable to Eurodollar Revolving 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 Fourth Restatement Effective Date to but excluding the later of the date on which such Lender’s Facility Commitment terminates and the date on which such Lender ceases to have any LC Exposure, Exposure and (ii) to the applicable Issuing Lender Bank a fronting feefee with respect to each Letter of Credit issued by it, which shall accrue daily accrue, commencing with the Fourth Restatement Effective Date, at a rate per annum equal to 0.125% on the aggregate average daily amount then available for drawing under all of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such the Issuing Lender at such rate per annum as may Banks during the period from and including the Fourth Restatement Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be mutually agreed between the Company and such Issuing Lender from time to timeany LC Exposure, as well as the Issuing LenderBank’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 through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last dayday 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 Fourth Restatement Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the any Issuing Lender 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 Company Lead 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 Company Holdings and the Administrative Agent. (d) The Lead Borrower agrees to pay to the applicable Arranger the applicable fees agreed to between Holdings and such Arranger in any Fee Letter or as otherwise agreed in writing between 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 the applicable Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility 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 Company agrees Borrowers, jointly and severally, agree to pay to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a facility commitment fee, which shall accrue at a rate equal to the Applicable Commitment Fee Rate per annum applicable to the Revolving Credit Commitments of such Class on the actual daily amount of the Facility unused Revolving Credit Commitment of such Class of such Revolving Lender (whether used or unused) during the period from and including the date hereof Closing Date to but excluding the date on which such Facility Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure after its Facility Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility Commitment terminates to but excluding the date on which of such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”)Class terminates. Accrued Facility Fees 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 January 2018) for the quarterly period then ended (or, in the case of the payment made on the last Business Day of January 2018, for the period from the Closing Date to such date), and on the date on which the Facility 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; provided that Revolving Credit Commitment of any Facility Fees accruing after the date on which the Facility Commitments terminate Class of any Revolving Lender shall be payable on demand. All Facility Fees shall deemed to be computed on used to the basis extent of a year Revolving Loans of 360 days such Class of such Revolving Lender and shall be payable for the actual number LC Exposure of days elapsed (including the first day but excluding the last day)such Revolving Lender attributable to its Revolving Credit Commitment of such Class. (b) The Company agrees Borrowers, jointly and severally, 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 Rate used to determine the interest rate applicable to Eurodollar Revolving Loans of such Class that are Adjusted Eurocurrency Rate 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 Facility 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 the each Issuing Lender Bank, for its own account, a fronting fee, which shall accrue daily on the aggregate amount then available for drawing under all Letters in respect of each Letter of Credit issued by such Issuing Lender Bank for the period from the date of issuance of such Letter of Credit to the earlier of (A) the expiration date of such Letter of Credit, (B) the date on which such Letter of Credit terminates or (C) the Termination Date), computed at such a rate per annum as may be mutually equal to the rate agreed between the Company and by such Issuing Lender from time Bank and the Administrative Borrower (but in any event not to timeexceed 0.125% per annum) of the daily face amount of such Letter of Credit, as well as the such Issuing LenderBank’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 shall accrue to but excluding the last business day of Marcheach April, JuneJuly, September October and December January and be payable in arrears for the quarterly period then ended (or, in the case of the payment made on the last Business Day of January 2018, for the period from the Closing Date to such date) on the last Business Day of each year shall be payable April, July, October and January (commencing, if applicable, on the third last Business Day following such last day, commencing on the first such date to occur after the Effective Dateof January 2018); provided that all such fees shall be payable on the date on which the Revolving Credit Commitments terminate of the applicable Class terminate, and any such fees accruing after the date on which the Revolving Credit Commitments of the applicable Class terminate shall be payable on demand. Any other fees payable to the any Issuing Lender 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 Company Administrative 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 Company and the Administrative AgentFee Letter. (d) All fees payable hereunder shall be paid on the dates due, in Dollars and in immediately available funds, to the Administrative Agent for distribution(or to the applicable Issuing Bank, in the case of facility fees, fees payable 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. (e) In the event that, prior to the date that is six months after the 2018 Replacement Term B Closing Date, any Borrower (A) prepays, repays, refinances, substitutes or replaces any Initial 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 (B) effects any amendment, modification or waiver 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 applicable Initial Term B Lender, (I) in the case of clause (A), a premium of 1.00% of the aggregate principal amount of the Initial Term B Loans so prepaid, repaid, refinanced, substituted or replaced and (II) in the case of clause (B), a fee equal to 1.00% of the aggregate principal amount of the Initial Term B Loans that are the subject of such Repricing Transaction outstanding immediately prior to such amendment. If, prior to the date that is six months after the 2018 Replacement Term B Closing Date, all or any portion of the Initial Term B Loans held by any Initial Term B Lender are prepaid, repaid, refinanced, substituted or replaced pursuant to Section 2.19(b)(iv) as a result of, or in connection with, such Initial Term B Lender not agreeing or otherwise consenting to any waiver, consent, modification or amendment referred to in clause (B) 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 in Dollars and in immediately available funds. (f) The Borrowers, jointly and severally, agree to pay to the Administrative Agent, for the account of each Delayed Draw Term A Lender holding Delayed Draw Term A Commitments, a commitment fee (the “Delayed Draw Term A Loan Commitment Fee”) in Dollars which shall accrue at a per annum rate equal to 0.375% on such Delayed Draw Term A Loan Commitment on the actual daily amount of the unused Delayed Draw Term A Loan Commitment of such Delayed Draw Term A Lender. The Delayed Draw Term A Loan Commitment Fee shall be payable in arrears on the last Business Day of each calendar quarter in each year from the Amendment No. 2 Closing Date until (and including) the Delayed Draw Term A Loan Termination Date. The Delayed Draw Term A Loan Commitment Fee shall be computed on the basis of the actual number of days elapsed in a year of 360 days. The Delayed Draw Term A Loan Commitment Fee due to each Delayed Draw Term A Lender shall begin to accrue on the Amendment No. 2 Closing Date and shall cease to accrue on the Delayed Draw Term A Loan Termination 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). The 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 Company agrees Borrowers agree to pay to the Administrative Agent for the account of each Lender a facility feeCommitment Fee, which shall accrue at the Applicable Rate on the average daily amount of the Facility Available Revolving Commitment of such Lender (whether used or unused) during the period from and including the date hereof Effective Date to but excluding the date on which such Facility Commitment terminates; provided that, if such Lender continues to have any the Revolving Credit Exposure or Competitive Loan Exposure after its Facility Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”)Commitments terminate. Accrued Facility Fees commitment fees shall be payable in arrears on the last first day of March, June, September and December of each year Fiscal Quarter and on the date on which the Facility Revolving Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any Facility Fees accruing after the date on which the Facility Commitments terminate shall be payable on demand. All Facility Fees 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 Company 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 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 Facility Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Lender Bank a fronting fee, which shall accrue daily at the rate of 0.25% per annum on the aggregate average daily amount then available for drawing under all of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such the Issuing Bank during the period commencing when there is more than one Required Lender at such rate per annum as may under this Agreement and running to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be mutually agreed between the Company and such Issuing any LC Exposure or more than one Revolving Lender from time to time, as well as the Issuing LenderBank’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 through and including the last day of March, June, September and December of each year Fiscal Quarter shall be payable on the third Business Day following such last dayfirst day of the succeeding Fiscal Quarter, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lender 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 Company agrees Borrowers agree to pay the Closing Fee to Chase, for its own account, on the Effective Date. (d) The 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 Company Borrowers 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 the Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility the Closing Fee, commitment fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a facility fee, which shall accrue at the Applicable Rate on the daily amount of the Facility Commitment of such Lender (whether used or unused) during commitment fee in Dollars for the period from and including the date hereof Closing Date to but excluding the date on which such Facility Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure after its Facility Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”). Accrued Facility Fees shall be payable in arrears on the last day of Marchthe Revolving Commitment Period, June, September and December of each year and computed at the applicable Commitment Fee Rate on the date average daily Dollar Amount of the Available Revolving Commitment of such Lender during the period for which payment is made, payable quarterly in arrears on which the Facility Commitments terminateeach Revolving Fee Payment Date, commencing on the first such date to occur after the date hereof; provided that any Facility Fees accruing after the date on which the Facility Commitments terminate shall be payable on demand. 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)Closing Date. (b) The Company 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 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 such Revolving Lender’s Facility Revolving Commitment terminates and the date on which such Revolving Lender ceases to have any LC Exposure, and (ii) to the Issuing Lender Bank a fronting fee, which shall accrue daily at the rate of 0.125% per annum on the aggregate average daily amount then available for drawing under all of the LC Exposure of the Letters of Credit issued by it (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any such Issuing Lender at such rate per annum as may be mutually agreed between the Company and such Issuing Lender from time to timeLC Exposure, as well as the fees agreed by the Issuing Lender’s standard fees Bank and the Borrower 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 509265-1754-14343-Active.16873744.13 will be payable quarterly in arrears on the third Business Day following such last dayeach Revolving Fee Payment Date, 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 Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lender 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 360 365/366 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Company Borrower agrees to pay to the Administrative Agent, for its own account, Agent the fees payable in the amounts and at on the times separately agreed upon between the Company and dates as set forth in any fee agreements with the Administrative AgentAgent and to perform any other obligations contained therein. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, in the case of facility commitment fees, to the Revolving Lenders. Fees paid shall not be refundable under any circumstances. All per annum fees shall be computed on the basis of a year of 365/366 days for actual days elapsed.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent for the account of each Lender (other than any Defaulting Lender) a facility commitment fee, which shall accrue at the relevant percentage set forth in the row entitled “Commitment Fee” in the definition of “Applicable Rate Rate” on the daily amount of by which the Facility Commitment of such Lender (whether used or unused) exceeds the Revolving Credit Exposure of such Lender during the period from and including the date hereof Restatement Effective Date to but excluding the date on which such Facility Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure after its Facility Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”). Accrued Facility Fees 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 Facility Commitments terminate, commencing on the first such date to occur after the date hereofRestatement Effective Date; provided that any Facility Fees commitment fees accruing after the date on which the Facility Commitments terminate shall be payable on demand. All Facility Fees 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 Company 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 Rate used to determine the interest rate applicable to Eurodollar Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Restatement Effective Date to but excluding the later of the date on which such Lender’s Facility Commitment terminates and the date on which such Lender ceases to have any LC Exposure, Exposure and (ii) to the applicable Issuing Lender Bank a fronting feefee with respect to each Letter of Credit issued by it, which shall accrue daily at a rate per annum equal to 0.125% on the aggregate average daily amount then available for drawing under all of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such the Issuing Lender at such rate per annum as may Bank during the period from and including the Restatement Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be mutually agreed between the Company and such Issuing Lender from time to timeany LC Exposure, as well as the Issuing LenderBank’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 through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last dayday 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 Restatement Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the any Issuing Lender 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 Company 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 Company 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 the applicable Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility 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 Company Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a facility fee, which shall accrue at the Applicable Rate on the daily amount of the Facility Commitment of such Lender (whether used or unused) during commitment fee in Dollars for the period from and including the date hereof Closing Date to but excluding the date on which such Facility Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure after its Facility Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”). Accrued Facility Fees shall be payable in arrears on the last day of Marchthe Revolving Commitment Period, June, September and December of each year and computed at the applicable Commitment Fee Rate on the date average daily Dollar Amount of the Available Revolving Commitment of such Lender during the period for which payment is made, payable quarterly in arrears on which the Facility Commitments terminateeach Revolving Fee Payment Date, commencing on the first such date to occur after the date hereof; provided that any Facility Fees accruing after the date on which the Facility Commitments terminate shall be payable on demand. 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)Closing Date. (b) The Company 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 Rate used to determine the interest rate applicable to Eurodollar 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 such Revolving Lender’s Facility Revolving Commitment terminates and the date on which such Revolving Lender ceases to have any LC Exposure, and (ii) to the Issuing Lender Bank a fronting fee, which shall accrue daily at the rate of 0.125% per annum on the aggregate average daily amount then available for drawing under all of the LC Exposure of the Letters of Credit issued by it (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any such Issuing Lender at such rate per annum as may be mutually agreed between the Company and such Issuing Lender from time to timeLC Exposure, as well as the fees agreed by the Issuing Lender’s standard fees Bank and the Borrower 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 will be payable quarterly in arrears on the third Business Day following such last dayeach Revolving Fee Payment Date, 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 Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lender 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 360 365/366 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Company Borrower agrees to pay to the Administrative Agent, for its own account, Agent the fees payable in the amounts and at on the times separately agreed upon between the Company and dates as set forth in any fee agreements with the Administrative AgentAgent and to perform any other obligations contained therein. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, in the case of facility commitment fees, to the Revolving Lenders. Fees paid shall not be refundable under any circumstances. All per annum fees shall be computed on the basis of a year of 365/366 days for actual days elapsed; provided that commitment fees shall be computed on the basis of a year of 360 days.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent for the account of each Lender a facility fee, which shall accrue at the Applicable Rate on the daily amount of the Facility Commitment of such Lender (whether used or unused) during the period from and including the date hereof that is the earlier of (i) 30 days after the Effective Date or (ii) the Availability Date, to but excluding the date on which such Facility Commitment terminates; provided that, that if such Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure after its Facility Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”)Exposure. Accrued Facility Fees 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 Facility Commitments terminateyear, commencing on the first such date to occur after the date hereof; provided that any Facility Fees accruing is the earlier of (i) 30 days after the Effective Date or (ii) the Availability Date, and on the date on which the Facility Commitments terminate shall have terminated and the Lenders shall have no Credit Exposure; provided that facility fees accruing after the Commitments shall have terminated shall be payable on demand. All Facility Fees 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). (b) The Company 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 Rate used to determine the interest rate applicable to Eurodollar Revolving LIBOR 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 Facility Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the each Issuing Lender Bank a fronting fee, which shall accrue daily at 0.125% per annum on the aggregate average daily amount then available for drawing under all of the LC Exposure attributable to Letters of Credit issued by such Issuing Lender at such rate per annum as may Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be mutually agreed between the Company and such Issuing Lender from time to timeany LC Exposure, as well as the such Issuing LenderBank’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 through and including shall be payable in arrears on the last day of March, June, September and December of each year shall be payable on the third Business Day following such last dayyear, 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 Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the an Issuing Lender 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 Company 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 Company 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 the Issuing Banks, in the case of fees payable to it) for distribution, in the case of facility fees and Letter of Credit participation fees, to the LendersPersons entitled thereto. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent Agent, for the account of each Lender a facility feeLender, which shall accrue at an unused commitment fee (the “Unused Commitment Fee”) equivalent to the Applicable Rate times the daily average of the total Unused Commitments. Such Unused Commitment Fee shall be calculated on the daily amount basis of the Facility a year consisting of 360 days. The Unused Commitment of such Lender (whether used or unused) during the period from and including the date hereof to but excluding the date on which such Facility Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure after its Facility Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”). Accrued Facility Fees 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 Facility Commitments terminateyear, commencing on with the first such date to occur after the Effective Date, and on the 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 hereof; provided that other than the last day of March, June, September or December of any Facility Fees accruing after year, the Borrower agrees to pay to the Administrative Agent, for the account of each Lender, on the date on which of such termination, the Facility Commitments terminate shall be payable on demand. All Facility Fees shall be computed on the basis of a year of 360 days and shall be payable total Unused Commitment Fee due for the actual number of days elapsed (including the first day but excluding 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 Company 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 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 Facility Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Lender Bank a fronting fee, which shall accrue daily at the rate or rates per annum separately agreed upon between the Borrower and the Issuing Bank on the aggregate average daily amount then available for drawing under all Letters of Credit issued by such Issuing Lender at such rate per annum as may the 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 of termination of the Aggregate Commitment and the date on which there ceases to be mutually agreed between the Company and such Issuing Lender from time to timeany LC Exposure, as well as the Issuing LenderBank’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 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 Commitments terminate Aggregate Commitment terminates and any such fees accruing after the date on which the Commitments terminate Aggregate Commitment terminates shall be payable on demand. Any other fees payable to the Issuing Lender 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 Company 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 Company 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 the Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility Unused Commitment Fees and participation fees, to the Lenders. Fees Subject to Section 11.13, fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower shall pay to the Administrative Agent and the Syndication Agent for their own respective accounts fees in the amounts and at the times previously agreed upon in writing by the Borrower and the Administrative Agent or the Syndication Agent, as applicable. (b) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a facility fee, which shall accrue at the Applicable Rate Percentage per annum (determined daily in accordance with Schedule I) on the daily amount of the Facility Revolving Commitment of such Lender (whether used or unused) of such Lender during the period from and including the date hereof to but excluding the date on which such Facility Commitment terminatesAvailability Period; provided thatprovided, that if such Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure after its Facility the Revolving Commitment terminatesTermination Date, then such the facility fee shall continue to accrue on the daily amount of such Revolving Credit Exposure from and after the Revolving Commitment Termination Date to the date that all of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”). Accrued Facility Fees shall be payable has been paid in arrears on the last day of March, June, September and December of each year and on the date on which the Facility Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any Facility Fees accruing after the date on which the Facility Commitments terminate shall be payable on demand. 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)full. (bc) The Company Borrower agrees to pay (i) to the Administrative Agent Agent, for the account of each Lender Lender, a participation letter of credit fee with respect to its participations participation in Letters each Letter of Credit, which shall accrue at a rate per annum equal to the same Applicable Rate used to determine the interest rate applicable to Margin for Eurodollar Revolving Loans then in effect on the average daily amount of such Lender’s LC Exposure attributable to such Letter of Credit during the period from and including the date of issuance of such Letter of Credit to but excluding the date on which such Letter of Credit expires or is drawn in full (including without limitation any LC Exposure that remains outstanding after the Revolving Commitment Termination Date) and (ii) to the Issuing Bank for its own account a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the 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 Availability Period (or until the date on which that such Lender’s Facility Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Lender a fronting fee, which shall accrue daily on the aggregate amount then available for drawing under all Letters Letter of Credit issued by such Issuing Lender at such rate per annum as may be mutually agreed between the Company and such Issuing Lender from time to timeis irrevocably cancelled, whichever is later), as well as the Issuing LenderBank’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 Notwithstanding the last day of Marchforegoing, June, September and December of each year shall be payable if the Required Lenders elect to increase the interest rate 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 Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable Loans to the Issuing Lender Default Interest pursuant to this paragraph Section 2.11(c), the rate per annum used to calculate the letter of credit fee pursuant to clause (i) above shall automatically 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)increased by an additional 2% per annum. (cd) The Company agrees to Borrower shall pay to the Administrative Agent, for its own accountthe ratable benefit of each Lender, fees payable in the amounts and at the times separately upfront fee previously agreed upon between by the Company Borrower and the Administrative Agent, which shall be due and payable on the Closing Date. (de) All Accrued fees payable hereunder under paragraphs (b) and (c) above shall be paid payable quarterly in arrears on the dates duelast day of each March, June, September and December, commencing on June 30, 2007 and on the Revolving Commitment Termination Date (and if later, the date the Loans and LC Exposure shall be repaid in immediately available fundstheir entirety); provided further, to that any such fees accruing after the Administrative Agent for distribution, in the case of facility fees, to the Lenders. Fees paid Revolving Commitment Termination Date shall not be refundable under any circumstancespayable on demand.

Fees. (a) The Company agrees Borrowers agree to pay to the Administrative Agent in Dollars for the account of each Revolving Lender a facility fee, which shall accrue at the Applicable Rate on the average daily amount of the Facility Revolving Commitment of such Lender (whether used or unusedor, if the Revolving Commitment of such Lender has terminated, on the average daily amount of the Revolving Exposure of such Lender) during the period from and including the date hereof Closing Date to but excluding the date on which such Facility Revolving Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure after its Facility Commitment terminates, then such facility fee shall continue to accrue on the daily amount of terminates and such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility Commitment terminates has been reduced to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”)zero. Accrued Facility Fees 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 Facility Revolving Commitments terminateterminate and the Revolving Exposure is reduced to zero, commencing on the first such date to occur after the date hereof; provided that any Facility Fees accruing after the date on which the Facility Commitments terminate shall be payable on demandClosing Date. All Facility Fees 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). (b) The Company agrees Borrowers 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 Rate 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 DisbursementsDisbursements with respect to Letters of Credit following the date of the applicable LC Disbursement) during the period from and including the Effective Closing Date to but excluding the later of the date on which such Revolving Lender’s Facility Revolving Commitment terminates and the date on which such Revolving Lender ceases to have any LC Exposure, Exposure and (ii) to the each Issuing Lender Bank a fronting feefee in Dollars, which shall accrue daily at the rate of 0.125% per annum on the aggregate average daily amount then available for drawing under all of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Lender at such rate per annum as may Bank during the period from and including the Closing Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be mutually agreed between the Company and any LC Exposure with respect to Letters of Credit issued by such Issuing Lender from time to timeBank, as well as the such Issuing LenderBank’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 through and including the last day of March, June, September and December of each year shall be payable on the third (3rd) Business Day following such last day, commencing on the first such date to occur after the Effective Closing Date; provided that all such fees shall be payable on the date on which the such Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the an Issuing Lender 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). In addition to the foregoing fees and to the extent required to be paid under Section 9.03(a), the Borrower Agent shall pay or reimburse the Issuing Bank for such normal and customary costs and expenses as are incurred or charged by the Issuing Bank in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit. (c) The 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 Company and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in Dollars and immediately available funds, to the Administrative Agent (or to the relevant Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent for the account of each Lender a facility fee, which shall accrue at the sum of the Applicable Rate plus the Usage Fee on the average daily amount of the Facility Available Revolving Commitment of such Lender (whether used or unused) during the period from and including the date hereof Effective Date to but excluding the date on which such Facility Commitment terminates; provided thatprovided, if such Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure after its Facility Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”)Exposure. Accrued Facility Fees facility 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 Facility Commitments terminate, commencing on the first such date to occur after the date hereof; provided further that any Facility Fees facility fees accruing after the date on which the Facility Commitments terminate shall be payable on demand. All Facility Fees facility fees shall be computed on the basis of a year of 360 365 days (or 366 days in the case of a leap year) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Company 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 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 Facility Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Lender Bank a fronting fee, which shall accrue daily at the rate of 0.125% per annum on the aggregate average daily amount then available for drawing under all Letters of Credit issued by such Issuing Lender at such rate per annum as may the 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 of termination of the Commitments and the date on which there ceases to be mutually agreed between the Company and such Issuing Lender from time to timeany LC Exposure, as well as the Issuing LenderBank’s standard fees with respect to the issuance, amendment, payment, negotiation, 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 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 Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lender 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 360 365 days (or 366 days in the case of a leap year) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Company 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 Company 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 the Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the LendersFinance Parties. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company agrees to pay to the Administrative Agent for the account accounts of each Lender the Lenders a facility fee, which shall accrue at the Applicable Rate on the average daily amount of the Facility each Commitment of such Lender (Lender, whether used or unused) , during the period from and including the date hereof to but excluding the date on which such Facility Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure of any Class after its Facility Commitment of such Class terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility such Commitment terminates to but excluding the date on which such Lender ceases to have any such Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”)Exposure. Accrued Facility Fees 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 Facility Commitments terminateyear, commencing on the first such date to occur after the date hereof, and on the date on which such Commitments terminate; provided that any Facility Fees facility fees accruing after the date on which the Facility Commitments terminate shall be payable on demand. All Facility Fees 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). (b) The Company Each Borrower agrees to pay (i) to the Administrative Agent or the Canadian Administrative Agent, as applicable, for the account of each Lender a letter of credit 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 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 date hereof to but excluding the later of the date on which the last of such Lender’s Facility Commitment 's Commitments under the applicable Tranche terminates and the date on which such Lender ceases to have any LC ExposureExposure under such Tranche, and (ii) to the each Issuing Lender Bank a fronting fee, which shall accrue daily at the rate of 0.10% per annum (or any lesser amount that the Company and such Issuing Bank may agree upon from time to time) on the aggregate average daily amount then available for drawing under all of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Lender at Bank for the account of such rate per annum as may Borrower during the period from and including the date hereof to but excluding the later of the date of termination of the last of the Commitments under the applicable Tranche and the date on which there ceases to be mutually agreed between the Company and any LC Exposure, under such Issuing Lender from time to timeTranche, as well as the such Issuing Lender’s Bank's standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued for the account of such Borrower or processing of drawings thereunder. Participation fees and fronting fees accrued under this paragraph through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Datedate hereof; provided that all such fees shall be payable on the date on which the last of the Commitments terminate terminates and any such fees accruing after the such date on which the Commitments terminate shall be payable on demand. Any other fees payable to the an Issuing Lender Bank pursuant to this paragraph shall be payable within 10 30 days after written 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 Company Each Canadian Borrowing Subsidiary agrees to pay to the Canadian Administrative Agent, for its own accountthe accounts of the Global Tranche Lenders (or the lending offices designated to accept and purchase B/As pursuant to Section 2.17(f)), fees payable on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee computed by multiplying the face amount of each such B/A by the product of (i) the Applicable Rate for B/A Drawings on such date and (ii) a fraction, the numerator of which is the number of days in the amounts and at the times separately agreed upon between the Company Contract Period applicable to such B/A and the Administrative Agentdenominator of which is 365. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent Agent, Canadian Administrative Agent, or the applicable Issuing Bank, as applicable, for distribution, in the case of facility fees, distribution to the applicable Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent for the account of each Lender a facility commitment fee, which shall accrue at the Applicable Rate on the average daily amount of the Facility Available Revolving Commitment of such Lender (whether used or unused) during the period from and including the date hereof Effective Date to but excluding the date on which such Facility Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure after its Facility Commitment terminates, then such facility commitment fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”)Exposure. Accrued Facility Fees 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 Facility Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any Facility Fees commitment fees accruing after the date on which the Facility Commitments terminate shall be payable on demand. All Facility Fees 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 Company 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 Rate used to determine the interest rate applicable to Eurodollar Eurocurrency Revolving 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 Facility Commitment terminates and the date on which such Lender ceases to have any LC Exposure, Exposure and (ii) to the Issuing Lender Bank for its own account a fronting fee, which shall accrue daily at the rate of 0.125% per annum on the aggregate amount then available for drawing under all average daily Dollar Amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such the Issuing Lender at such rate per annum as may Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be mutually agreed between the Company and such Issuing Lender from time to timeany LC Exposure, as well as the Issuing LenderBank’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 through and including the last day of March, June, September and December of each year shall be payable on the third (3rd) Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lender 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 Company 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 Company Borrower 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 the Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility commitment fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent Agent, for the account of each Lender a Lender, an unused facility feefee (“UNUSED FACILITY FEE”), which as of the Fee Payment Date shall accrue at a rate per annum equal to (i) the Applicable applicable Unused Facility Fee Rate on times (ii) the average daily amount of difference between (x) the Facility Commitment of such Lender minus (whether used or unusedy) Revolving Credit Exposure of such Lender, during the period from and including the date hereof Effective Date to but excluding the date on which such Facility Commitment terminates; provided thathowever, that if such Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure after its Facility Commitment terminates, then such facility fee Unused Facility Fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”). Accrued Facility Fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Facility Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any Facility Fees accruing after the date on which the Facility Commitments terminate shall be payable on demand. 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)Exposure. (b) The Company Borrower agrees to pay (i) to the Administrative Agent Agent, for the account of each Lender Lender, a participation letter of credit fee (“LETTER OF CREDIT FEE”) with respect to its participations participation in Letters each Letter of Credit, which shall accrue at a rate per annum equal to the same Applicable Rate used to determine the interest rate applicable to Margin for Eurodollar Revolving Loans then in effect on the average daily amount of such Lender’s LC Exposure attributable to such Letter of Credit during the period from and including the date of issuance of such Letter of Credit to but excluding the date on which such Letter of Credit expires or is drawn in full (including without limitation any LC Exposure that remains outstanding after the Maturity Date) and (ii) to the Issuing Bank for its own account a fronting fee (“FRONTING FEE”), which shall accrue at the rate of 0.125% per annum on the average daily amount of the 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 Availability Period (or until the date on which such Lender’s Facility Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Lender a fronting fee, which shall accrue daily on the aggregate amount then available for drawing under that all Letters of Credit issued by such Issuing Lender at such rate per annum as may be mutually agreed between the Company and such Issuing Lender from time to timeare irrevocably cancelled, whichever is later), as well as the Issuing LenderBank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation Pursuant to Section 2.11(d), notwithstanding the foregoing, while an Event of Default exists the rate per annum used to calculate the Letter of Credit Fee pursuant to clause (i) above shall automatically be increased by an additional 2% per annum. (c) Accrued fees under paragraphs (a) and fronting fees accrued through and including (b) above (i) shall be payable quarterly in arrears on the last day of each March, June, September and December of each year shall be payable on the third Business Day following such last dayyear, commencing on September 30, 2009 and on the first such Maturity Date (and if later, the date to occur after the Effective Date; provided that all such fees Loans and LC Exposure shall be payable on the date on which the Commitments terminate and repaid in their entirety) (each such date, a “FEE PAYMENT DATE”); provided, that any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing 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 three hundred sixty (360) days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)elapsed. (cd) The Company 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 Company 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 the Issuing Bank, in the case of Fronting Fee and other standard fees payable to the Issuing Bank) for distribution, in the case of facility feesUnused Facility Fees and Letter of Credit Fees, to the Lenders. Fees paid shall not be refundable under any circumstances. Upon its receipt of fees to which the Lenders are entitled, the Administrative Agent shall promptly remit such fees to the Lenders as provided herein.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a facility commitment fee, which shall accrue at the Applicable Rate on the average daily amount of the Facility Available Revolving Commitment of such Lender (whether used or unused) during the period from and including the date hereof Restatement Effective Date to but excluding the date on which the Revolving Commitment of such Facility Commitment Lender terminates; provided that, if such Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure after its Facility Revolving Commitment terminates, then such facility commitment fee shall continue to accrue on the average daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility Revolving Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”)Exposure. Accrued Facility Fees 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 Facility Revolving Commitments terminate, commencing on the first such date to occur after the date hereofRestatement Effective Date; provided that any Facility Fees commitment fees accruing after the date on which the Facility Revolving Commitments terminate shall be payable on demand. All Facility Fees 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 Company 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 Rate used to determine the interest rate applicable to Eurodollar Eurocurrency Revolving 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 Restatement Effective Date to but excluding the later of the date on which such Revolving Lender’s Facility Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, Exposure and (ii) to the Issuing Lender Bank for its own account a fronting fee, which shall accrue daily at the rate of 0.125% per annum on the aggregate amount then available for drawing under all average daily Dollar Amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such the Issuing Lender at such rate per annum as may Bank during the period from and including the Restatement Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be mutually agreed between the Company and such Issuing Lender from time to timeany LC Exposure, as well as the Issuing LenderBank’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 through and including the last day of March, June, September and December of each year shall be payable on the third (3rd) Business Day following such last day, commencing on the first such date to occur after the Restatement Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lender 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 Company 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 Company Borrower 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 the Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility commitment fees and participation fees, to the applicable Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent for the account of each Lender (other than a facility Defaulting Lender to the extent set forth in Section 2.20) a commitment fee, which shall accrue at the Applicable Rate on the average daily unused amount (calculated on a pro rata basis among the Tranche A Commitments and the Tranche B Commitments, as the case may be) of the Facility Commitment of such Lender (whether used or unused) during the period from and including the date hereof of this Agreement to but excluding the date on which such Facility Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure after its Facility Commitment terminates, then such facility commitment fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”)Exposure. Accrued Facility Fees 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 Facility applicable Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any Facility Fees commitment fees accruing after the date on which the Facility applicable Commitments terminate shall be payable on demand. All Facility Fees 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 Company Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender (other than a Defaulting Lender to the extent set forth in Section 2.20) a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans for such Lender on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed un-reimbursed 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 Facility Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Lender Bank a fronting fee, which shall accrue daily at the rate of one eighth of one percent (0.125%) per annum, on the aggregate average daily amount then available for drawing under all Letters of Credit issued by such Issuing Lender at such rate per annum as may the LC Exposure (excluding any portion thereof attributable to un-reimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date of termination of the Tranche B Commitments and the date on which there ceases to be mutually agreed between the Company and such Issuing Lender from time to timeany LC Exposure, as well as the Issuing LenderBank’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 through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Closing Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lender 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 Company 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 Company Borrower and the Administrative Agent. (d) The Borrower agrees to pay to the Joint Lead Arrangers and Joint Bookrunners, for their own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Joint Lead Arrangers and Joint Bookrunners. (e) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility commitment fees and participation fees, to the LendersLenders or to the Joint Lead Arrangers and Joint Bookrunners, as applicable. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company agrees to pay to the Administrative Agent for the account of each Revolving Lender a facility commitment fee, which shall accrue at the Applicable Rate on the daily amount of the Facility Available Revolving Commitment of such Lender (whether used or unused) during the period from and including the date hereof Original Effective Date to but excluding the date on which such Facility Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure after its Facility Revolving Commitment terminates, then such facility commitment fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility Revolving Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”)Exposure. Accrued Facility Fees 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 Facility Revolving Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any Facility Fees accruing after the date on which the Facility Commitments terminate shall be payable on demandOriginal Effective Date. All Facility Fees 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 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 Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Eurocurrency Revolving 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 Original Effective Date to but excluding the later of the date on which such Revolving Lender’s Facility Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, Exposure and (ii) to the Issuing Lender Bank for its own account a fronting fee, which shall accrue daily at the rate of 0.125% per annum on the aggregate amount then available for drawing under all average daily Dollar Amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such the Issuing Lender at such rate per annum as may Bank during the period from and including the Original Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be mutually agreed between the Company and such Issuing Lender from time to timeany LC Exposure, as well as the Issuing LenderBank’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 through and including the last day of March, June, September and December of each year shall be payable on the third (3rd) Business Day following such last day, commencing on the first such date to occur after the Original Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lender 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 shall be paid in Dollars. (c) The 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 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 the Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility commitment fees and participation fees, to the applicable Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company agrees Borrowers agree to pay to the Administrative Agent Agent, in US Dollars, for the account of the office (or Affiliate) of each Lender from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph) a facility fee, which shall accrue at the relevant Facility Fee Rate specified in the definition of Applicable Rate on the daily amount of the Facility Commitment of such Lender Commitments (whether used or unused) of such Lender during the period from and including the date hereof of this Agreement to but excluding the date on which such Facility Commitment terminatesits Commitments terminate; provided that, if such Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure after its Facility Commitment terminatesCommitments terminate, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility Commitment terminates Commitments terminate to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”)Exposure. Accrued Facility Fees facility fees shall be payable in arrears on the last day of March, June, September and December of each year year, on any date prior to the Maturity Date on which all the Commitments shall have terminated and on the date on which the Facility Commitments terminateMaturity Date, commencing on the first such date to occur after the date hereof; provided that any Facility Fees facility fees accruing after the date on which all the Facility Commitments terminate shall have been terminated shall be payable on demand. All Facility Fees 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). (b) The Company and each Borrowing Subsidiary 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 Rate used from time to time 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 date hereof to but excluding the later of the date on which the last of such Lender’s Facility Commitment Commitments terminates and the date on which such Lender ceases to have any LC Exposure, Exposure and (ii) to the each Issuing Lender Bank, a fronting fee, which shall accrue daily at the rate or rates per annum separately agreed upon between the Company and the applicable Issuing Bank on the aggregate average daily amount then available for drawing under all of the LC Exposure attributable to Letters of Credit issued by such Issuing Lender at such rate per annum as may 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 all the Commitments and the date on which there ceases to be mutually agreed between the Company and any LC Exposure attributable to Letters of Credit issued by such Issuing Lender from time to timeBank, as well as the such Issuing LenderBank’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 such last day, commencing on the first such date to occur after the Effective Datedate hereof; provided that all such fees shall be payable on the date on which all the Commitments terminate and any such fees accruing after the date on which all the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing 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 Company 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 Company any 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 each Issuing Bank, in the case of fees payable to it) for distributionits own account or, in the case of facility fees and Letter of Credit participation fees, for distribution to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company agrees to pay to the Administrative Agent for the account of each Lender a facility feefee in Dollars, which shall accrue at the Applicable Rate on the daily amount of the Facility Commitment of such Lender (whether used or unused) during the period from and including the date hereof Effective Date to but excluding the date on which such Facility Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure after its Facility Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”)Exposure. Accrued Facility Fees facility fees shall be payable quarterly in arrears on the last day of March, June, September and December of each year and on the date on which the Facility Commitments terminatePayment Date, commencing on the first such date to occur after the date hereof; provided that any Facility Fees facility fees accruing after the date on which the Facility Commitments terminate shall be payable on demand. All Facility Fees 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). (b) The 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 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) Applicable Percentage of the face amount of all outstanding 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 Facility Commitment terminates and the date on which such Lender ceases to have any LC Exposure, Exposure and (ii) to the each Issuing Lender Bank for its own account a fronting fee, which shall accrue daily at the rate of 0.125% per annum on the aggregate face amount then available for drawing under of all outstanding Letters of Credit issued by such each Issuing Lender at such rate per annum as may Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be mutually agreed between the Company and such Issuing Lender from time to timeany LC Exposure, as well as the each Issuing LenderBank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, maintenance, 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 through and including the last day of March, June, September and December of each year shall be payable quarterly in arrears on the third Business Day following such last dayeach Payment Date, commencing on the first such date to occur after the Effective Datedate hereof; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lender Banks pursuant to this paragraph shall be payable within 10 days after on 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 shall be paid in Dollars. (c) The Company agrees to pay to (i) the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent and (ii) the Syndication Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Syndication 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 the Issuing Banks or the Syndication Agent, in the case of fees payable to them) for distribution, in the case of facility fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company agrees to pay to the Administrative Agent for the account of each Revolving Lender a facility commitment fee, which shall accrue at the Applicable Rate on the daily amount of the Facility Available Revolving Commitment of such Lender (whether used or unused) during the period from and including the date hereof Original Effective Date to but excluding the date on which such Facility Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure after its Facility Revolving Commitment terminates, then such facility commitment fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility Revolving Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”)Exposure. Accrued Facility Fees 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 Facility Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any Facility Fees accruing after the date on which the Facility Commitments terminate shall be payable on demandOriginal Effective Date. All Facility Fees 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 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 Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Eurocurrency Revolving 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 Original Effective Date to but excluding the later of the date on which such Revolving Lender’s Facility Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, Exposure and (ii) to the Issuing Lender Bank for its own account a fronting fee, which shall accrue daily at the rate of 0.125% per annum on the aggregate amount then available for drawing under all average daily Dollar Amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such the Issuing Lender at such rate per annum as may Bank during the period from and including the Original Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be mutually agreed between the Company and such Issuing Lender from time to timeany LC Exposure, as well as the Issuing LenderBank’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 through and including the last day of March, June, September and December of each year shall be payable on the third (3rd) Business Day following such last day, commencing on the first such date to occur after the Original Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lender 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 Company shall pay to the Administrative Agent for the account of each U.S. Term Lender a ticking fee, which shall accrue at the Applicable Rate on the amount of the U.S. Term Loan Commitment of such Lender during the period from and including December 1, 2011 (if the Company has not borrowed the U.S. Term Loans prior to such date) to but excluding the earlier of (i) the date on which the U.S. Term Loans are funded (the “Funding Date”) and (ii) March 31, 2012. Accrued ticking fees shall be payable, to the extent occurring prior to the Funding Date, in arrears on December 31, 2011 and on March 31, 2012, and on, and until, the Funding Date, unless the U.S. Term Loan Commitments are terminated in whole on an earlier date, in which event the ticking fee for the period up to the date of such termination in whole shall be paid on the date of such termination. 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). (d) The 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 Company and the Administrative Agent. (de) 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 the Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility commitment fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Subject to Section 2.24, the Company agrees to pay to the Administrative Agent for the account of each Lender a facility fee, which shall accrue at the applicable Facility Fee Rate (as specified in the definition of Applicable Rate Rate) on the daily amount of the Facility Commitment of such Lender (whether used or unused) during the period from and including the date hereof Effective Date to but excluding the date on which such Facility Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure after its Facility Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”)Exposure. Accrued Facility Fees 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 Facility Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any Facility Fees facility fees accruing after the date on which the Facility Commitments terminate shall be payable on demand. All Facility Fees 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). (b) The Subject to Section 2.24, the 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 Rate used to determine the interest rate applicable to Eurodollar Eurocurrency Revolving 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 Facility Commitment terminates and the date on which such Lender ceases to have any LC Exposure, Exposure and (ii) to the Issuing Lender Bank for its own account a fronting fee, which shall accrue daily at the rate of 0.25% per annum on the aggregate amount then available for drawing under all average daily Dollar Amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such the Issuing Lender at such rate per annum as may Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be mutually agreed between the Company and such Issuing Lender from time to timeany LC Exposure, as well as the Issuing LenderBank’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 through and including the last day of March, June, September and December of each year shall be payable on the third (3rd) Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lender 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 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 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 the Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a facility feean unused commitment fee (an "Unused Commitment Fee"), which shall accrue at the Applicable Commitment Fee Rate on the daily amount of the Facility excess of (i) such Revolving Lender's Revolving Credit Commitment of over (ii) such Lender Revolving Lender's Revolving Credit Exposure (whether used or unusedexcluding such Revolving Lender's Swingline Exposure) during the period from and including the date hereof to to, but excluding excluding, the date on which any such Facility Revolving Credit Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure after its Facility Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”). Accrued Facility Unused 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 Facility Revolving Credit Commitments terminate, commencing on the first such date payment to occur after the date hereof; provided that any Facility Fees accruing after the date on which the Facility Commitments terminate shall be payable on demandmade September 30, 2003. All Facility Unused 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 Company 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 Interest Rate Margin used to determine the interest rate applicable to Eurodollar Revolving Loans on the average daily amount of such Revolving Lender’s LC 's L/C Exposure (excluding any portion thereof attributable to unreimbursed LC L/C Disbursements) during the period from and including the Effective Closing Date up to but excluding the later of the date on which such Revolving Lender’s Facility 's Revolving Credit Commitment terminates and the date on which such Revolving Lender ceases to have any LC L/C Exposure, and (ii) to the Issuing Lender Bank a fronting fee, which shall accrue daily at a rate of 0.125% per annum on the aggregate average daily amount then available for drawing under all Letters of the L/C Exposure (excluding any portion thereof attributable to unreimbursed L/C Disbursements) during the period from and including the date hereof to, but excluding, the later of the date of termination of the Revolving Credit issued by such Issuing Lender at such rate per annum as may Commitments and the date on which there ceases to be mutually agreed between the Company and such Issuing Lender from time to timeany L/C Exposure, as well as the Issuing Lender’s 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 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 such last day, commencing on the first such date payment to occur after the Effective Datebe made no earlier than September 30, 2003; provided that all such fees shall be payable on the date on which the Revolving Credit Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lender Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees under this Section 2.11(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). (c) The Company 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 the Company and to the Administrative AgentAgent pursuant to the Fee Letters. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company agrees Borrowers agree to pay to each Lender, through the Administrative Agent for the account of each Lender a facility feeAgent, which shall accrue at the Applicable Rate on the daily amount of the Facility Commitment of such Lender (whether used or unused) during the period from second Business Day following each March 31, June 30, September 30 and including the date hereof to but excluding the date on which such Facility Commitment terminates; provided thatDecember 31, if such Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure after its Facility Commitment terminatescommencing December 31, then such facility fee shall continue to accrue 2003, and on the daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”). Accrued Facility Fees shall be payable in arrears on the last day of March, June, September and December of each year and on second Business Day following the date on which the Facility Commitments terminateCommitment of such Lender shall be terminated as provided herein, a fee (the “Unused Commitment Fee”) at the rate of 0.75% per annum 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 quarter then ended (or other period commencing on the first such date to occur after Effective Date or ending on the date hereof; provided that Termination Date or any Facility Fees accruing after the date on which the Facility Commitments terminate Commitment of such Lender shall be payable on demandterminated, as applicable). All Facility Fees 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 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 Company 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 Rate used to determine the interest rate applicable to Eurodollar Revolving Loans L/C Margin 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 Facility Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Lender each Fronting Bank, as applicable, a fronting fee, (the “L/C Issuance Fee”) which shall accrue daily at a rate of 0.25% per annum on the aggregate average daily amount then available for drawing under all Letters of Credit issued by such Issuing Lender at such rate per annum as may the 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 of termination of the Commitments and the date on which there ceases to be mutually agreed between the Company and such Issuing Lender from time to time, as well as the Issuing Lender’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunderLC Exposure. 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 second Business Day following such last dayeach March 31, June 30, September 30 and December 31, commencing on the first such date to occur after the Effective DateDecember 31, 2003; provided that all such fees shall be payable on the second Business Day following the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing 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 Company 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 the times separately heretofore agreed upon between the Company and the Administrative Agentthem. (d) The Borrowers agree to pay on the Effective Date to the Administrative Agent, for its own account and for the accounts of the Arrangers, the other Agents and the Lenders, fees in the amounts heretofore mutually agreed (the “Effective Date Fees”). (e) All fees payable hereunder Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, in the case of facility feesif and as 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 Company Borrower agrees to pay to the Administrative Agent for the account of each Lender (other than a facility Defaulting Lender to the extent set forth in Section 2.20) a commitment fee, which shall accrue at the Applicable Rate on the average daily unused amount of the Facility Commitment of such Lender (whether used or unused) during the period from and including the date hereof of this Agreement to but excluding the date on which such Facility Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure after its Facility Commitment terminates, then such facility commitment fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”)Exposure. Accrued Facility Fees 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 Facility Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any Facility Fees commitment fees accruing after the date on which the Facility Commitments terminate shall be payable on demand. All Facility Fees 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 Company Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender (other than a Defaulting Lender to the extent set forth in Section 2.20) a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed un-reimbursed 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 Facility Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Lender Bank a fronting fee, which shall accrue daily at the rate of one eighth of one percent (0.125%) per annum, on the aggregate average daily amount then available for drawing under all Letters of Credit issued by such Issuing Lender at such rate per annum as may the LC Exposure (excluding any portion thereof attributable to un-reimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be mutually agreed between the Company and such Issuing Lender from time to timeany LC Exposure, as well as the Issuing LenderBank’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 through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Closing Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lender 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 Company 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 Company Borrower and the Administrative Agent. (d) The Borrower agrees to pay to the Joint Lead Arrangers and Joint Bookrunners, for their own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Joint Lead Arrangers and Joint Bookrunners. (e) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility commitment fees and participation fees, to the LendersLenders or to the Joint Lead Arrangers and Joint Bookrunners, as applicable. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company agrees to pay to the Administrative Agent for the account of each Revolving Lender a facility fee, which shall accrue at the Applicable Facility Fee Rate on the daily amount of the Facility Revolving Commitment of such Lender (whether used or unused) during the period from and including the date hereof Effective Date to but excluding the date on which such Facility Revolving Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure after its Facility Revolving Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility Revolving Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”)Exposure. Accrued Facility Fees facility fees shall be payable in arrears on the third (3rd) Business Day following the last day of March, June, September and December of each year and on the date on which the Facility Revolving Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any Facility Fees facility fees accruing after the date on which the Facility Revolving Commitments terminate shall be payable on demand. All Facility Fees 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). (b) 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 Letters of Credit, which shall accrue at the same Applicable Rate Spread used to determine the interest rate applicable to Eurodollar Eurocurrency Revolving 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 Revolving Lender’s Facility Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, Exposure and (ii) to the relevant Issuing Lender Bank for its own account a fronting fee, which shall accrue daily at the rate of 0.125% per annum on the aggregate amount then available for drawing under all average daily Dollar Amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Lender at such rate per annum as may Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be mutually agreed between the Company and such Issuing Lender from time to timeany LC Exposure, as well as the such Issuing LenderBank’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 through and including the last day of March, June, September and December of each year shall be payable on the third (3rd) Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the any Issuing Lender Bank pursuant to this paragraph shall be payable within 10 ten (10) days after written 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 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 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 each Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the applicable Lenders. Fees paid shall not be refundable under any circumstancesabsent manifest error in the calculation thereof.

Fees. (a) The Company agrees Borrowers agree to pay to the Administrative Agent for the account of each Lender a facility an unused commitment fee, which shall accrue at the Applicable Rate on the average daily amount of the Facility Available Revolving Commitment of such Lender (whether used or unused) during the period from and including the date hereof Effective Date to but excluding the date on which such Facility Commitment terminates; provided that, if such Lender continues to have any the Lenders’ Revolving Credit Exposure or Competitive Loan Exposure after its Facility Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”)Commitments terminate. Accrued Facility Fees unused commitment fees shall be payable in arrears on the last day of each March, June, September and December of each year and on the date on which the Facility Revolving Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any Facility Fees accruing after the date on which the Facility Commitments terminate shall be payable on demand. All Facility Fees unused 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 Company agrees Borrowers agree to pay (i) to the Administrative Agent for the account of each Revolving Lender (who is not a Canadian Lender) a participation fee with respect to its participations in Letters of Credit, which shall accrue (A) with respect to standby Letters of Credit, at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements), and (B) with respect to documentary Letters of Credit, at a rate equal to the Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans minus 0.25% on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements), in each case during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Facility Revolving Commitment terminates and the date on which such Revolving Lender ceases to have any LC Exposure, and (ii) to the Issuing Lender Bank a fronting fee, which shall accrue daily at the rate of 0.125% per annum on the aggregate average daily amount then available for drawing under all Letters of Credit issued by such Issuing Lender at such rate per annum as may the 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 of termination of the Revolving Commitments and the date on which there ceases to be mutually agreed between the Company and such Issuing Lender from time to timeany LC Exposure, as well as the Issuing LenderBank’s standard fees (including standard fees with respect to the Existing Letters of Credit) 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 March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lender 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 Company 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 Company 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 the Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility unused commitment fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent for the account of each Lender a facility fee, which shall accrue at the Applicable Rate on the daily amount of the Facility Commitment of such Lender (whether used or unused) during the period from and including the date hereof Effective Date to but excluding the date on which such Facility Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure after its Facility Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Exposure. Facility Fees”). Accrued Facility Fees shall be payable in arrears on fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the fifteenth day following the such last day and on the date on which the Facility Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any Facility Fees facility fees accruing after the date on which the Facility Commitments terminate shall be payable on demand. All Facility Fees 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). (b) The Company 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 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 Facility Commitment terminates and the date on which such Lender ceases to have any LC Exposure, Exposure and (ii) to the each Issuing Lender Bank for its own account a fronting fee, which shall accrue daily at the rate or rates per annum separately agreed upon between the Borrower and the Issuing Bank on the aggregate average daily amount then available for drawing under all of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Lender at such rate per annum as may Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be mutually agreed between the Company and such Issuing Lender from time to timeany LC Exposure, as well as the such Issuing LenderBank’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 through and including the last day of March, June, September and December of each year shall be payable on the third Business Day 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 Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the any Issuing Lender 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 Company 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 Company 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 facility fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent for the account of each Lender Lender, a facility fee, which shall accrue at a rate per annum equal to the Applicable Rate Margin on the daily amount of the Facility Commitment of such Lender (whether used or unusedregardless of usage) during the period from and including the date hereof on which this Agreement becomes effective pursuant to Section 10.6 to but excluding the date on which such Facility Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure after its Facility Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility such Lender’s Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”)Exposure. Accrued Facility Fees facility 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 Commitments are permanently reduced and on the date on which the Facility Commitments terminate, commencing on the first such date to occur after the date hereof; Effective Date, provided that any Facility Fees accruing after all unpaid facility fees shall be payable on the date on which the Facility Commitments terminate and provided further that facility fees which accrue after the Commitments terminate shall be payable on demand. All Facility Fees 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). (b) The Company 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 a rate per annum equal to the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans Margin 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 Facility Commitment terminates and the date on which such Lender ceases to have any LC Exposure, Exposure and (ii) to the Issuing Lender Bank for its own account a fronting fee, which shall accrue daily at the rate or rates per annum separately agreed upon between the Borrower and the Issuing Bank on the aggregate average daily amount then available for drawing under all Letters of Credit issued by such Issuing Lender at such rate per annum as may the 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 of termination of the Commitments and the date on which there ceases to be mutually agreed between the Company and such Issuing Lender from time to timeany LC Exposure, as well as the Issuing LenderBank’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 through and including shall be payable in arrears on the last day of March, June, September and December of each year shall be payable on the third Business Day following such last dayyear, 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 Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lender 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 Company Borrower agrees to pay to the Administrative Agenteach Credit Party, for its own account, fees and other amounts payable in the amounts and at the times separately agreed upon in writing between the Company 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, to the Administrative Agent for distribution, in the case of facility fees, to the Lenders. Fees and other amounts paid shall not be refundable under any circumstancescircumstances other than clearly demonstrable error.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent for the account of each Lender with a Commitment a facility fee, which fee shall accrue at the Applicable Rate on the daily amount of the Facility Commitment of such Lender (whether used or unused) during the period from and including the date hereof Closing Date to but excluding the date on which such Facility Commitment terminates; terminates provided that, if such Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure after its Facility Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”)Exposure. Accrued Facility Fees facility 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 Facility Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any Facility Fees accruing after the date on which the Facility Commitments terminate shall be payable on demand. All Facility Fees 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). (b) The Company Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender with a Commitment a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Closing Date to but excluding the later of the date on which such Lender’s Facility Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the each Issuing Lender Bank a fronting fee, which shall accrue daily on at the aggregate amount then available for drawing under all Letters of Credit issued by such Issuing Lender at such rate or rates per annum as may be mutually separately agreed upon between the Company Borrower and such Issuing Lender Bank on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from time and including the Closing Date to timebut excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as the such Issuing LenderBank’s standard fees with respect to the issuance, amendment, cancellation, negotiation, transfer, 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 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 Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the any Issuing Lender 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 Company Borrower agrees to pay to the Administrative AgentAgent and the Arrangers, for its own accounttheir respective accounts, fees payable in the amounts and at the times separately agreed upon between the Company Borrower and the Administrative Agentapplicable party. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to any Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company agrees to pay to the Administrative Agent for the account of each Lender a facility fee, which shall accrue at the Applicable Rate for facility fees on the daily amount of the Facility Commitment of such Lender (whether used or unused) during the period from and including the date hereof to but excluding the date on which such Facility Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure after its Facility Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”). Accrued Facility Fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Facility Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any Facility Fees accruing after the date on which the Facility Commitments terminate shall be payable on demand. 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)Exposure. (b) The 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 Rate used to determine the as 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 Effective Date to but excluding the later of the date on which such Lender’s Facility Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the each Issuing Lender Bank a fronting fee, which shall accrue daily at the rate of 0.20% per annum on the aggregate average daily amount then available for drawing under all Letters of Credit issued by the LC Exposure of such Issuing Lender at such rate per annum as may Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be mutually agreed between the Company and any LC Exposure of such Issuing Lender from time to timeBank, as well as the such Issuing LenderBank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. . (c) The 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 Company and the Administrative Agent. (d) 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 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 Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lender Bank pursuant to this paragraph (b) above shall be payable within 10 days after demand. Accrued facility fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any fees accruing after the date on which the Commitments terminate shall be payable on demand. All participation fees and fronting fees payable hereunder 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). (c) The 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 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 the applicable Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the Lenders. Fees paid hereunder shall not be refundable under any circumstances.

Fees. (a) The Company agrees Borrowers agree to pay to the Administrative Agent for the account of each Lender a facility commitment fee, which shall accrue at the Applicable Commitment Fee Rate on the average daily amount of the Facility Available Revolving Commitment of such Lender (whether used or unused) during the period from and including the date hereof Effective Date to but excluding the date on which such Facility Commitment terminates; provided that, if such Lender continues to have any the Lenders’ Revolving Credit Exposure or Competitive Loan Exposure after its Facility Commitment terminates, then such facility fee shall continue to accrue on Commitments terminate in accordance with the daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”)terms set forth herein. Accrued Facility Fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Facility Commitments terminate, commencing Commencing on the first such date to occur after the date hereof; provided that any Facility Fees accruing after Effective Date, accrued commitment fees shall be payable in arrears for each calendar month on the sixth Business Day of the next succeeding calendar month and all unpaid accrued commitment fees shall be payable on the date on which the Facility Revolving Commitments terminate shall be payable on demandterminate. All Facility Fees 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)elapsed. (b) The Company 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 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 Facility Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Lender Bank a fronting fee, which shall accrue daily on at the aggregate amount then available for drawing under all Letters rate of Credit issued by such Issuing Lender 0.25% per annum or at such other rate per annum as may be mutually separately agreed between to by the Company and Borrowers with such Issuing Lender Bank on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from time and including the Effective Date to timebut excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing LenderBank’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 calendar month shall be payable on the third first Business Day of each calendar 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 Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lender 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)elapsed. (c) The Company agrees Borrowers agree to pay to the Administrative AgentAgent (or its Affiliates), for its (or their) own account, fees payable in the amounts and at the times separately agreed upon between the Company Borrowers and the Administrative AgentAgent or such Affiliates. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility commitment fees and participation fees, to the applicable Lenders, ratably. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a facility commitment fee, which shall accrue at a rate per annum equal to the Applicable applicable Commitment Fee Rate on the average daily amount of the Facility Available Commitment of such Lender (whether used or unused) during the period from and including the date hereof Restatement Effective Date to but excluding the date on which such Facility Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure after its Facility Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”). Accrued Facility Fees 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 Facility Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any Facility Fees accruing after the date on which the Facility Commitments terminate shall be payable on demandRestatement Effective Date. All Facility Fees 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 Company 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 Rate used to determine the interest rate applicable to Eurodollar EurodollarTerm Benchmark Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Restatement Effective Date to but excluding the later of the date on which such Lender’s Facility Commitment terminates and the date on which such Lender ceases to have any LC Exposure, Exposure and (ii) to the each Issuing Lender Bank for its own account a fronting fee, which shall accrue daily at the rate of 0.175% per annum on the aggregate average daily amount then available for drawing under all of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Lender at such rate per annum as may Bank during the period from and including the Restatement Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be mutually agreed between the Company and such Issuing Lender from time to timeany LC Exposure, as well as the such Issuing LenderBank’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 through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing 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 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 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 for distribution, in the case of facility fees, to the Lenders. Fees paid shall not be refundable under any circumstances.49

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent for the account of each Lender a facility an unused fee, which shall accrue at the Applicable Rate on the average daily amount of the Facility Available Revolving Commitment of such Lender (whether used or unused) during the period from and including the date hereof Restatement Effective Date to but excluding the date on which such Facility Commitment terminates; provided that, if such Lender continues to have any the Revolving Credit Exposure or Competitive Loan Exposure after its Facility Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”)Commitments terminate. Accrued Facility Fees unused fees shall be payable in arrears on the last day of March, June, September and December first Business Day of each year calendar month and on the date on which the Facility Revolving Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any Facility Fees accruing after the date on which the Facility Commitments terminate shall be payable on demand. All Facility Fees unused 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 Company 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 Rate used to determine the interest rate applicable to Eurodollar Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Restatement Effective Date to but excluding the later of the date on which such Lender’s Facility Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Lender Bank a fronting fee, which shall accrue daily at the rate or rates per annum separately agreed upon between the Borrower and the Issuing Bank on the aggregate average daily amount then available for drawing under all of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such the Issuing Lender at such rate per annum as may Bank during the period from and including the Restatement Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be mutually agreed between the Company and such Issuing Lender from time to timeany LC Exposure, as well as the Issuing LenderBank’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 through and including the last day of March, June, September and December of each year calendar month shall be payable on the third first Business Day of each calendar month 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 Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lender 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 Company 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 Company 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 the Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility unused fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company agrees Borrowers, jointly and severally, agree to pay to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a facility commitment fee, which shall accrue at a rate equal to the Applicable Commitment Fee Rate per annum applicable to the Revolving Credit Commitments of such Class on the actual daily amount of the Facility unused Revolving Credit Commitment of such Class of such Revolving Lender (whether used or unused) during the period from and including the date hereof Closing Date to but excluding the date on which such Facility Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure after its Facility Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility Commitment terminates to but excluding the date on which of such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”)Class terminates. Accrued Facility Fees 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 January 2018) for the quarterly period then ended (or, in the case of the payment made on the last Business Day of January 2018, for the period from the Closing Date to such date), and on the date on which the Facility 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; provided that Revolving Credit Commitment of any Facility Fees accruing after the date on which the Facility Commitments terminate Class of any Revolving Lender shall be payable on demand. All Facility Fees shall deemed to be computed on used to the basis extent of a year Revolving Loans of 360 days such Class of such Revolving Lender and shall be payable for the actual number LC Exposure of days elapsed (including the first day but excluding the last day)such Revolving Lender attributable to its Revolving Credit Commitment of such Class. (b) The Company agrees Borrowers, jointly and severally, 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 Rate used to determine the interest rate applicable to Eurodollar Revolving Loans of such Class that are Adjusted Eurocurrency Rate 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 Facility 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 the each Issuing Lender Bank, for its own account, a fronting fee, which shall accrue daily on the aggregate amount then available for drawing under all Letters in respect of each Letter of Credit issued by such Issuing Lender Bank for the period from the date of issuance of such Letter of Credit to the earlier of (A) the expiration date of such Letter of Credit, (B) the date on which such Letter of Credit terminates or (C) the Termination Date), computed at such a rate per annum as may be mutually equal to the rate agreed between the Company and by such Issuing Lender from time Bank and the Administrative Borrower (but in any event not to timeexceed 0.125% per annum) of the daily face amount of such Letter of Credit, as well as the such Issuing LenderBank’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 shall accrue to but excluding the last business day of Marcheach April, JuneJuly, September October and December January and be payable in arrears for the quarterly period then ended (or, in the case of the payment made on the last Business Day of January 2018, for the period from the Closing Date to such date) on the last Business Day of each year shall be payable April, July, October and January (commencing, if applicable, on the third last Business Day following such last day, commencing on the first such date to occur after the Effective Dateof January 2018); provided that all such fees shall be payable on the date on which the Revolving Credit Commitments terminate of the applicable Class terminate, and any such fees accruing after the date on which the Revolving Credit Commitments of the applicable Class terminate shall be payable on demand. Any other fees payable to the any Issuing Lender 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 Company Administrative 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 Company and the Administrative AgentFee Letters. (d) All fees payable hereunder shall be paid on the dates due, in Dollars and in immediately available funds, to the Administrative Agent for distribution(or to the applicable Issuing Bank, in the case of facility fees, fees payable to the Lendersany Issuing Bank). Fees paid shall not be refundable under any circumstancescircumstances except as otherwise provided in the Fee Letters. Fees payable hereunder shall accrue through and including the last day of the month immediately preceding the applicable fee payment date. (e) In the event that, prior to the date that is six months after the Closing Date, any Borrower (A) prepays, repays, refinances, substitutes or replaces any Initial 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 (B) effects any amendment, modification or waiver 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 applicable Initial Term B Lender, (I) in the case of clause (A), a premium of 1.00% of the aggregate principal amount of the Initial Term B Loans so prepaid, repaid, refinanced, substituted or replaced and (II) in the case of clause (B), a fee equal to 1.00% of the aggregate principal amount of the Initial Term B Loans that are the subject of such Repricing Transaction outstanding immediately prior to such amendment. If, prior to the date that is six months after the Closing Date, all or any portion of the Initial Term B Loans held by any Initial Term B Lender are prepaid, repaid, refinanced, substituted or replaced pursuant to Section 2.19(b)(iv) as a result of, or in connection with, such Initial Term B Lender not agreeing or otherwise consenting to any waiver, consent, modification or amendment referred to in clause (B) 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 in Dollars and in immediately available funds. (f) 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). The 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 Company agrees Borrowers agree to pay to the Administrative Agent for the account of each Revolving Lender a facility fee, which fee (the “Facility Fee”) shall accrue at the Applicable Rate on the daily amount of the Facility Revolving Commitment of such Lender (whether used or unused) during the period from and including the date hereof to but excluding the date on which such Facility Revolving Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure after its Facility Revolving Commitment terminates, then such facility fee Facility Fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility Revolving Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure or Competitive Loan Exposure (the “Facility Fees”)Exposure. Accrued Facility Fees shall be payable in arrears on the last day of March, June, September and December of each year Fiscal Quarter and on the date on which the Facility Revolving Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any Facility Fees accruing after the date on which the Facility Revolving Commitments terminate shall be payable on demand. 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). (b) The Company 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 Rate used to determine the interest rate applicable to Eurodollar Revolving Loans on the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Facility Revolving Commitment terminates and the date on which such Revolving Lender ceases to have any LC ExposureExposure (provided, however, that in no event shall such participation fees for any single Letter of Credit be less than $500) and (ii) to the applicable Issuing Lender Bank a fronting fee, which shall accrue daily at the rate of 1 /8% per annum on the aggregate average daily amount then available for drawing under all Letters of Credit issued by such Issuing Lender at such rate per annum as may 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 of termination of the Revolving Commitments and the date on which there ceases to be mutually agreed between the Company and such Issuing Lender from time to timeany LC Exposure, as well as the such Issuing LenderBank’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 Fiscal Quarter shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the an Issuing Lender 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 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 Company and the Administrative Agent. (d) All fees payable hereunder and under the Fee Letter shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution(or to the applicable Issuing Bank, in the case of facility feesfees payable to it) for distribution, as applicable, to the LendersLenders or Issuing Bank entitled thereto. Fees paid shall not be refundable under any circumstances.