Common use of The U Clause in Contracts

The U. S. Borrower agrees to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, three Business Days after the last day of March, June, September and December in each year, and three Business Days after the date on which the Commitments of all the Lenders shall be terminated as provided herein, a commitment fee (a “Commitment Fee”) on the average daily amount of the Available Unused Commitment of such Lender during the preceding quarter (or other period ending with the date on which the last of the Commitments of such Lender shall be terminated) at a rate equal to the Applicable Commitment Fee. All Commitment Fees shall be payable in U.S. Dollars and computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the Closing Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as provided herein. For purposes of computing the average daily amount of any Revolving L/C Exposure for any period under this Section 2.13(a) and under Section 2.13(b), the average daily amount of Alternative Currency Revolving L/C Exposure for such period shall be calculated by multiplying (i) the average daily balance of each Alternative Currency Letter of Credit (expressed in the currency in which such Alternative Currency Letter of Credit is denominated) by (ii) the Exchange Rate for the Alternative Currency in which such Letter of Credit is denominated in effect on the last Business Day of such period or by such other reasonable method that the Administrative Agent deems appropriate.

The U. S. Borrower from time to time agrees to pay (i) to each Lender (other than any Defaulting Lender), through the Administrative Agent, three Business Days after the last day of March, June, September and December in of each year, year and three Business Days after the date on which the Commitments of all the Lenders shall be terminated as provided herein, a commitment fee (a an “Commitment L/C Participation Fee”) on the average daily amount such Lender’s Revolving Facility Percentage of the Available Unused Commitment of such Lender daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements), during the preceding quarter (or other shorter period ending with the applicable Maturity Date or the date on which the last of the Revolving Facility Commitments of such Lender shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Borrowings effective for each day in such period and (ii) to each Issuing Bank, for its own account, (x) three Business Days after the last day of March, June, September and December of each year and three Business Days after the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to the Applicable Commitment FeeU.S. Dollar Equivalent of 0.125% per annum of the daily average stated amount of such Letter of Credit (or as otherwise agreed with such Issuing Bank), plus (y) in connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank’s customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All Commitment L/C Participation Fees shall be and Issuing Bank Fees are payable in U.S. Dollars and shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the Closing Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as provided herein. For purposes of computing the average daily amount of any Revolving L/C Exposure for any period under this Section 2.13(a) and under Section 2.13(b), the average daily amount of Alternative Currency Revolving L/C Exposure for such period shall be calculated by multiplying (i) the average daily balance of each Alternative Currency Letter of Credit (expressed in the currency in which such Alternative Currency Letter of Credit is denominated) by (ii) the Exchange Rate for the Alternative Currency in which such Letter of Credit is denominated in effect on the last Business Day of such period or by such other reasonable method that the Administrative Agent deems appropriate.

The U. S. Borrower (on behalf of itself and the Foreign Subsidiary Borrowers) from time to time agrees to pay (i) to each U.S. Revolving Facility Lender (other than any Defaulting Lender), through the Administrative Agent, 10 Business Days after the last day of March, June, September and December of each year and three Business Days after the date on which the Revolving Credit Commitments of all the Lenders shall be terminated as provided herein, a fee (an "L/C Participation Fee") on such Lender's U.S. Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements), during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Credit Maturity Date or the date on which the U.S. Revolving Facility Commitments shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Borrowings effective for each day in such period minus the amount of Issuing Bank Fees (as defined below) set forth in clause (ii)(x) below and (ii) to each Issuing Bank, for its own account, (x) three Business Days after the last day of March, June, September and December in of each year, year and three Business Days after the date on which the U.S. Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a commitment fronting fee (a “Commitment Fee”) on in respect of each Letter of Credit issued by such Issuing Bank for the average daily amount period from and including the date of the Available Unused Commitment issuance of such Lender during Letter of Credit to and including the preceding quarter (or other period ending with the date on which the last of the Commitments termination of such Lender shall be terminated) Letter of Credit, computed at a rate equal to 1/4 of 1% per annum of the Applicable Commitment Feedaily average stated amount of such Letter of Credit), plus (y) in connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank's customary documentary and processing charges (collectively, "Issuing Bank Fees"). All Commitment L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be payable in U.S. Dollars and computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the Closing Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as provided herein. For purposes of computing the average daily amount of any Revolving L/C Exposure for any period under this Section 2.13(a) and under Section 2.13(b), the average daily amount of Alternative Currency Revolving L/C Exposure for such period shall be calculated by multiplying (i) the average daily balance of each Alternative Currency Letter of Credit (expressed in the currency in which such Alternative Currency Letter of Credit is denominated) by (ii) the Exchange Rate for the Alternative Currency in which such Letter of Credit is denominated in effect on the last Business Day of such period or by such other reasonable method that the Administrative Agent deems appropriate.

The U. S. Borrower agrees to pay to each Lender (other than any Defaulting Domestic Revolving Credit Lender), through the Administrative Agent, three Business Days after on the last day Business Day of March, June, September and December in each year, year and three Business Days after the on each date on which the Commitments Domestic Revolving Credit Commitment of all the Lenders such Lender shall expire or be terminated as provided herein, a commitment facility fee (a “Commitment Fee”) equal to the Applicable Percentage per annum in effect from time to time on the average daily amount (whether used or unused) of the Available Unused Domestic Revolving Credit Commitment of such Lender during the preceding quarter (or other period commencing on the Closing Date or ending with the Revolving Credit Maturity Date or the date on which the last of the Commitments Domestic Revolving Credit Commitment of such Lender shall expire or be terminated) at ). The U.S. Borrower and the U.K. Borrower jointly and severally agree to pay to each U.K. Lender, through the Administrative Agent, on the last Business Day of March, June, September and December in each year and on each date on which the U.K. Revolving Credit Commitment of such Lender shall expire or be terminated as provided herein, a rate facility fee equal to the Applicable Percentage per annum in effect from time to time on the daily amount (whether used or unused) of the U.K. Revolving Credit Commitment Feeof such Lender during the preceding quarter (or other period commencing on the Closing Date or ending with the Revolving Credit Maturity Date or the date on which the U.K. Revolving Credit Commitment of such Lender shall expire or be terminated). The U.S. Borrower, the Canadian Borrower, the Australian Borrower and the New Zealand Borrower jointly and severally agree to pay to each Multicurrency Revolving Credit Lender, through the Administrative Agent, on the last Business Day of March, June, September and December in each year and on each date on which the Multicurrency Revolving Credit Commitment of such Lender shall expire or be terminated as provided herein, a facility fee (together with the facility fees provided for in the preceding two sentences, the “Facility Fees”) equal to the Applicable Percentage per annum in effect from time to time on the daily amount (whether used or unused) of the Multicurrency Revolving Credit Commitment of such Lender during the preceding quarter (or other period commencing on the Closing Date or ending with the Revolving Credit Maturity Date or the date on which the Multicurrency Revolving Credit Commitment of such Lender shall expire or be terminated). Notwithstanding the foregoing, if any Revolving Credit Exposure remains outstanding following any expiration or termination of the Revolving Credit Commitments as contemplated by the three preceding sentences, the Facility Fees shall continue to accrue on such Revolving Credit Exposure for so long as such Revolving Credit Exposure remains outstanding and shall be payable on demand. In addition, the Facility Fees otherwise payable to any Defaulting Lender in respect of the unused portion of such Defaulting Lender’s Revolving Credit Commitments shall not be payable for so long as, and with respect to the period during which, such Lender is a Defaulting Lender. All Commitment Facility Fees shall be payable in U.S. Dollars and computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Facility Fee due to each Lender shall commence to accrue on and including the Closing Date and shall cease to accrue on the date on which the last of the Commitments applicable Revolving Credit Commitment of such Lender shall expire or be terminated as provided herein. For purposes of computing the average daily amount of herein and there is not any remaining Revolving L/C Credit Exposure for any period under this Section 2.13(a) and under Section 2.13(b), the average daily amount of Alternative Currency Revolving L/C Exposure for such period shall be calculated by multiplying (i) the average daily balance of each Alternative Currency Letter of Credit (expressed in the currency in which such Alternative Currency Letter of Credit is denominated) by (ii) the Exchange Rate for the Alternative Currency in which such Letter of Credit is denominated in effect on the last Business Day of such period or by such other reasonable method that the Administrative Agent deems appropriateLender.

The U. S. Borrower (on behalf of itself and the Foreign Subsidiary Borrowers) from time to time agrees to pay (i) to each U.S. Revolving Facility Lender (other than any Defaulting Lender), through the Administrative Agent, 10 Business Days after the last day of March, June, September and December of each year and three Business Days after the date on which the Revolving Credit Commitments of all the Lenders shall be terminated as provided herein, a fee (an "L/C Participation Fee") on such Lender's U.S. Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements), during the preceding quarter (or shorter period commencing with the date hereof or ending with the Revolving Credit Maturity Date or the date on which the U.S. Revolving Facility Commitments shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Borrowings effective for each day in such period minus the amount of Issuing Bank Fees (as defined below) set forth in clause (ii)(x) below and (ii) to each Issuing Bank, for its own account, (x) three Business Days after the last day of March, June, September and December in of each year, year and three Business Days after the date on which the U.S. Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a commitment fronting fee (a “Commitment Fee”) on in respect of each Letter of Credit issued by such Issuing Bank for the average daily amount period from and including the date of the Available Unused Commitment issuance of such Lender during Letter of Credit to and including the preceding quarter (or other period ending with the date on which the last of the Commitments termination of such Lender shall be terminated) Letter of Credit, computed at a rate equal to 1/4 of 1% per annum of the Applicable Commitment Feedaily average stated amount of such Letter of Credit), plus (y) in connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank's customary documentary and processing charges (collectively, "Issuing Bank Fees"). All Commitment L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be payable in U.S. Dollars and computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the Closing Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as provided herein. For purposes of computing the average daily amount of any Revolving L/C Exposure for any period under this Section 2.13(a) and under Section 2.13(b), the average daily amount of Alternative Currency Revolving L/C Exposure for such period shall be calculated by multiplying (i) the average daily balance of each Alternative Currency Letter of Credit (expressed in the currency in which such Alternative Currency Letter of Credit is denominated) by (ii) the Exchange Rate for the Alternative Currency in which such Letter of Credit is denominated in effect on the last Business Day of such period or by such other reasonable method that the Administrative Agent deems appropriate.

The U. S. Borrower from time to time agrees to pay (i) to each Revolving Facility Lender (other than any Defaulting Lender)) in respect of a Tranche, through the Administrative Agent, three Business Days after the last day of March, June, September and December in of each year, year and three Business Days after the date on which the Revolving Facility Commitments in respect of such Tranche of all the Lenders shall be terminated as provided herein, a commitment fee (a an “Commitment L/C Participation Fee”) on the average daily amount such Lender’s Tranche Percentage of the Available Unused Commitment of daily aggregate Revolving L/C Exposure with respect to such Lender Tranche (excluding the portion thereof attributable to unreimbursed Revolving L/C Disbursements), during the preceding quarter (or other shorter period ending with the applicable Revolving Facility Maturity Date or the date on which the last of the Revolving Facility Commitments in respect of such Lender Tranche shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Borrowings effective for each day in such period (provided that, solely in respect of the CIGNA L/C, such rate per annum shall be equal to such Applicable Margin minus 0.50%) and (ii) to each Issuing Bank in respect of any Tranche of the Revolving Facility, for its own account, (x) three Business Days after the last day of March, June, September and December of each year and three Business Days after the date on which the Revolving Facility Commitments in respect of such Tranche of all the Lenders shall be terminated as provided herein, a fronting fee in respect of each Revolving Letter of Credit issued by such Issuing Bank for the period from and including the date of issuance of such Revolving Letter of Credit to and including the termination of such Revolving Letter of Credit, computed at a rate equal to 1/4 of 1% per annum of the Applicable Commitment Feedaily average stated amount of such Revolving Letter of Credit (or as otherwise agreed with such Issuing Bank), plus (y) in connection with the issuance, amendment or transfer of any such Letter of Credit or any Revolving L/C Disbursement thereunder, such Issuing Bank’s customary documentary and processing charges (collectively, “Issuing Bank Fees”). All Commitment L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be payable in U.S. Dollars and computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the Closing Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as provided herein. For purposes of computing the average daily amount of any Revolving L/C Exposure for any period under this Section 2.13(a) and under Section 2.13(b), the average daily amount of Alternative Currency Revolving L/C Exposure for such period shall be calculated by multiplying (i) the average daily balance of each Alternative Currency Letter of Credit (expressed in the currency in which such Alternative Currency Letter of Credit is denominated) by (ii) the Exchange Rate for the Alternative Currency in which such Letter of Credit is denominated in effect on the last Business Day of such period or by such other reasonable method that the Administrative Agent deems appropriate.

The U. S. Borrower agrees Borrowers agree to pay to to: (a) the Administrative Agent for the account of each Revolving Lender with a U.S./Canadian Revolving Facility Commitment (other than any Defaulting Lender, it being understood that at any time the Issuing Bank has Fronting Exposure to such Defaulting Lender, the U.S. L/C Participation Fee with respect to such Fronting Exposure will be payable to the Issuing Bank for its own account), through on the Administrative Agent, three Business Days first day after the last day end of March, June, September and December each fiscal quarter of Holdings in each fiscal year, and three Business Days commencing with the first day after the end of the first full fiscal quarter of Holdings ending after the Closing Date, and on each Maturity Date and any date on which the Commitments of all the Lenders shall be are terminated as provided herein, a commitment fee (a “Commitment U.S. L/C Participation Fee”) on the average daily amount such Lender’s U.S./Canadian Revolving Facility Percentage of the Available Unused Commitment of such Lender daily aggregate U.S. Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed U.S. L/C Disbursements), during the preceding quarter fiscal calendar (or other in the case of the first full fiscal quarter, the period commencing on the Closing Date and ending with the end of the first full fiscal quarter, or ending with the Maturity Date or the date on which the last Commitments are terminated, as applicable) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Facility Borrowings effective for each day in such period; and (b) each Issuing Bank, for its own account (i) on the first Business Day after the end of each fiscal quarter of Holdings in each fiscal year, commencing with the first Business Day after the end of the first full fiscal quarter of Holdings ending after the Closing Date, and on each Maturity Date and any date on which the Commitments of all the Lenders are terminated as provided herein, a fronting fee in respect of each U.S./Canadian Letter of Credit issued on behalf of a U.S. Borrower issued by, or the term of which is extended by, such Lender shall be terminated) Issuing Bank for the period from and including the date of issuance or extension of such U.S./Canadian Letter of Credit to and including the termination of such U.S./Canadian Letter of Credit, computed at a rate equal to 0.125% per annum of the Applicable Commitment Feedaily stated amount of such U.S./Canadian Letter of Credit plus (ii) such Issuing Bank’s customary issuance fees and customary documentary and processing fees and charges (collectively, “U.S. Issuing Bank Fees”). All Commitment U.S. L/C Participation Fees shall be and U.S. Issuing Bank Fees that are payable in U.S. Dollars and on a per annum basis will be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the Closing Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as provided herein. For purposes of computing the average daily amount of any Revolving L/C Exposure for any period under this Section 2.13(a) and under Section 2.13(b), the average daily amount of Alternative Currency Revolving L/C Exposure for such period shall be calculated by multiplying (i) the average daily balance of each Alternative Currency Letter of Credit (expressed in the currency in which such Alternative Currency Letter of Credit is denominated) by (ii) the Exchange Rate for the Alternative Currency in which such Letter of Credit is denominated in effect on the last Business Day of such period or by such other reasonable method that the Administrative Agent deems appropriate.

The U. S. Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender (other than a commitment fee, which shall accrue at the Applicable Rate on the daily amount by which the Revolving Commitment of such Lender exceeds the Revolving Loans and LC Exposure of such Lender during the period from and including the Delayed Draw Funding Date to but excluding the date on which such Commitment terminates; provided that any commitment fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the U.S. Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the U.S. Borrower prior to such time; and provided, further, that no commitment fee shall accrue on the Revolving Commitment of a Defaulting Lender at any time that such Lender shall be a Defaulting Lender), . Accrued commitment fees accrued through the Administrative Agent, three Business Days after and including the last day of March, June, September and December in of each year, commencing on March 31, 2017, shall be payable in arrears on the third Business Day following such last day of March, June, September or December, as applicable, and three Business Days after accrued commitment fees shall be payable on the date on which the Revolving Commitments of all terminate; provided, however, that if the Lenders shall be terminated as provided herein, a commitment fee (a “Commitment Fee”Administrative Agent has not notified the U.S. Borrower pursuant to Section 1.09(b)(iii) on the average daily amount of the Available Unused Commitment determination of the Dollar Equivalent of each Letter of Credit, Borrowing and LC Disbursement outstanding as of the last day of March, June, September or December, as applicable, at least one Business Day prior to the date on which such Lender during commitment fees would be payable, then accrued commitment fees for such period shall not be payable until the preceding quarter (or other period ending with first Business Day following the date on which the last of the Commitments of Administrative Agent provides such Lender notice. All commitment fees shall be terminated) at a rate equal to the Applicable Commitment Fee. All Commitment Fees shall be payable in U.S. Dollars and computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed in a year of 360 days. For (including the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the Closing Date and shall cease to accrue on the date on which first day but excluding the last of the Commitments of such Lender shall be terminated as provided herein. For purposes of computing the average daily amount of any Revolving L/C Exposure for any period under this Section 2.13(a) and under Section 2.13(bday), the average daily amount of Alternative Currency Revolving L/C Exposure for such period shall be calculated by multiplying (i) the average daily balance of each Alternative Currency Letter of Credit (expressed in the currency in which such Alternative Currency Letter of Credit is denominated) by (ii) the Exchange Rate for the Alternative Currency in which such Letter of Credit is denominated in effect on the last Business Day of such period or by such other reasonable method that the Administrative Agent deems appropriate.

The U. S. Borrower agrees may, by notice to pay the Administrative Agent (which shall promptly notify the Lenders) not less than 40 days and not more than 60 days prior to each of the first and second anniversaries of the Effective Date (each anniversary, an “Anniversary Date”), request that each Lender extend such Lender’s Termination Date to the date (the “New Termination Date”) that is one year after the then Final Termination Date; provided that the representations and warranties contained in Article V (Representations and Warranties) shall be correct in all material respects (except any representations and warranties that are qualified by materiality, which shall be true and correct in all respects) as of the date of such request, as though made on and as of such date, other than any Defaulting such representations or warranties that, by their terms, refer to a different date, which shall be true and correct as of such earlier date. Each Lender, acting in its sole discretion, shall, by written notice to the Administrative Agent given no later than the date (the “Consent Date”) that is 20 days prior to the relevant Anniversary Date (provided that, if such date is not a Business Day, the Consent Date shall be the next succeeding Business Day), through advise the Administrative AgentAgent as to: (i) whether or not such Lender agrees to such extension of its Termination Date (each Lender so agreeing to such extension being an “Extending Lender”); and (i) If all of the Lenders are Extending Lenders, three Business Days after then, effective as of the last day Consent Date, the Termination Date of March, June, September and December in each yearLender shall be extended to the New Termination Date, and three Business Days after the date on which the respective Commitments of all the Lenders shall will not be terminated as provided herein, a commitment fee subject to change at such Consent Date pursuant to this Section 2.15. (a “Commitment Fee”ii) on If and only if the average daily sum of (x) the aggregate amount of the Available Unused Commitment of such Lender during the preceding quarter (or other period ending with the date on which the last of the Commitments of the Extending Lenders plus (y) the aggregate amount of the Proposed Additional Commitments of the Increasing Lenders (such sum, the “Extending Commitments”) shall be equal to at least 50% of the then Total Commitments, then: (A) effective as of the Consent Date, the Termination Date of each Extending Lender shall be terminated) at a rate equal extended to the Applicable Commitment Fee. All Commitment Fees shall be payable in U.S. Dollars and computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the Closing Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as provided herein. For purposes of computing the average daily amount of any Revolving L/C Exposure for any period under this Section 2.13(a) and under Section 2.13(bNew Termination Date; (B), the average daily amount of Alternative Currency Revolving L/C Exposure for such period shall be calculated by multiplying (i) the average daily balance of each Alternative Currency Letter of Credit (expressed in the currency in which such Alternative Currency Letter of Credit is denominated) by (ii) the Exchange Rate for the Alternative Currency in which such Letter of Credit is denominated in effect on the last Business Day of such period or by such other reasonable method that the Administrative Agent deems appropriate.

The U. S. Borrower (on behalf of itself and the Foreign Subsidiary Borrowers) from time to time agrees to pay (i) to each Revolving Facility Lender (other than any Defaulting Lender), through the Administrative Agent, 10 Business Days after the last day of March, June, September and December of each year and three Business Days after the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fee (an "L/C Participation Fee") on such Lender's Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements), during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Borrowings effective for each day in such period and (ii) to each Issuing Bank, for its own account, (x) three Business Days after the last day of March, June, September and December in of each year, year and three Business Days after the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a commitment fronting fee (a “Commitment Fee”) on in respect of each Letter of Credit issued by such Issuing Bank for the average daily amount period from and including the date of the Available Unused Commitment issuance of such Lender during Letter of Credit to and including the preceding quarter (or other period ending with the date on which the last of the Commitments termination of such Lender shall be terminated) Letter of Credit, computed at a rate equal to 1/4 of 1% per annum of the Applicable Commitment Feedaily average stated amount of such Letter of Credit), plus (y) in connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank's customary documentary and processing charges (collectively, "Issuing Bank Fees"). All Commitment L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be payable in U.S. Dollars and computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the Closing Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as provided herein. For purposes of computing the average daily amount of any Revolving L/C Exposure for any period under this Section 2.13(a) and under Section 2.13(b), the average daily amount of Alternative Currency Revolving L/C Exposure for such period shall be calculated by multiplying (i) the average daily balance of each Alternative Currency Letter of Credit (expressed in the currency in which such Alternative Currency Letter of Credit is denominated) by (ii) the Exchange Rate for the Alternative Currency in which such Letter of Credit is denominated in effect on the last Business Day of such period or by such other reasonable method that the Administrative Agent deems appropriate.

The U. S. Borrower agrees to pay (i) to the U.S. Administrative Agent for the account of each U.S. $ Revolving Lender a participation fee (other than any Defaulting Lender)a "U.S. $ LC Participation Fee") with respect to its participations in U.S. $ Letters of Credit, through which shall accrue (A) in the Administrative Agentcase of standby U.S. $ Letters of Credit, three Business Days after at the last day same Applicable Rate as is used to determine the rate of Marchinterest on Eurodollar U.S. $ Revolving Loans and (B) in the case of trade U.S. $ Letters of Credit, Juneat 60% of such Applicable Rate, September and December in each year, case on the average daily amount of such U.S. $ Revolving Lender's U.S. $ LC Exposure (excluding any portion thereof attributable to unreimbursed U.S. $ LC Disbursements) during the period from and three Business Days after including the Closing Date to but excluding the later of the date on which such Lender's U.S. $ Revolving Commitment terminates and the Commitments of all the Lenders shall be terminated as provided hereindate on which such Lender ceases to have any U.S. $ LC Exposure, and (ii) to each U.S. Issuing Bank, a commitment fronting fee (a “Commitment "U.S. Fronting Fee”) "), which shall accrue at the rate that shall be agreed upon in writing by the U.S. Borrower and such U.S. Issuing Bank on the average daily amount of the Available Unused Commitment portion of the U.S. $ LC Exposure (excluding any portion thereof attributable to unreimbursed U.S. $ LC Disbursements) attributable to U.S. $ Letters of Credit issued by such Lender U.S. Issuing Bank, in each case during the preceding quarter (or other period ending with from and including the Closing Date to but excluding the later of the date of termination of the U.S. $ Revolving Commitments and the date on which the last of the Commitments of there ceases to be any U.S. $ LC Exposure, as well as such Lender shall be terminated) at a rate equal U.S. Issuing Bank's standard fees with respect to the Applicable Commitment Fee. All Commitment Fees shall be payable in U.S. Dollars and computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Feeissuance, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the Closing Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as provided herein. For purposes of computing the average daily amount amendment, renewal or extension of any Revolving L/C Exposure for any period under this Section 2.13(a) and under Section 2.13(b), the average daily amount of Alternative Currency Revolving L/C Exposure for such period shall be calculated by multiplying (i) the average daily balance of each Alternative Currency U.S. $ Letter of Credit (expressed in the currency in which such Alternative Currency Letter or processing of Credit is denominated) by (ii) the Exchange Rate for the Alternative Currency in which such Letter of Credit is denominated in effect on the last Business Day of such period or by such other reasonable method that the Administrative Agent deems appropriatedrawings thereunder.

The U. S. Borrower agrees to pay a commitment fee (a "Commitment Fee") to each Lender (other than any Defaulting U.S. Revolving Lender), and the European Borrower agrees to pay a Commitment Fee to each European Revolving Lender, in each case for which payment will be made in arrears through the Administrative Agent, three Business Days after Applicable Agent on the last day of March, June, September and December in each yearDecember, and three Business Days after on the Commitment Fee Termination Date (as defined below). The Commitment Fee due to each Revolving Lender shall commence to accrue on the date of this Agreement and shall cease to accrue on the date (the "Commitment Fee Termination Date") that is the later of (i) the date on which the Commitments applicable Revolving Credit Commitment of all the Lenders such Revolving Lender shall be terminated as provided herein, herein and (ii) the date after the end of the Revolving Credit Commitment Period. The Commitment Fee accrued to each Revolving Lender shall equal the Revolving Credit Commitment Fee Percentage multiplied by such Revolving Lender's Commitment Fee Average Daily Amount (as defined below) for the applicable quarter (or shorter period commencing on the date of this Agreement or ending with such Lender's Commitment Fee Termination Date). A Revolving Lender's "Commitment Fee Average Daily Amount" with respect to a commitment fee (a “Commitment Fee”) on calculation period shall equal the average daily amount during such period calculated using the daily amount of (i) in the Available Unused case of a U.S. Revolving Lender, such U.S. Revolving Lender's U.S. Revolving Credit Commitment less such U.S. Revolving Lender's U.S. Revolving Credit Exposure, and (ii) in the case of a European Revolving Lender, such Lender European Revolving Lender's European Revolving Credit Commitment less such European Revolving Lender's European Revolving Credit Exposure, in each case, for any applicable days during the preceding quarter (or other period ending with the date on which the last of the Commitments of such Lender shall be terminated) at a rate equal to the Applicable Revolving Lender's Revolving Credit Commitment FeePeriod. All Commitment Fees shall be payable in U.S. Dollars and computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose The U.S. Borrower shall pay all Commitment Fees in respect of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zeroU.S. Revolving Credit Commitments in Dollars. The European Borrower shall pay all Commitment Fee due to each Lender shall commence to accrue on the Closing Date and shall cease to accrue on the date on which the last Fees in respect of the European Revolving Credit Commitments of such Lender shall be terminated as provided herein. For purposes of computing the average daily amount of any Revolving L/C Exposure for any period under this Section 2.13(a) and under Section 2.13(b), the average daily amount of Alternative Currency Revolving L/C Exposure for such period shall be calculated by multiplying (i) the average daily balance of each Alternative Currency Letter of Credit (expressed in the currency in which such Alternative Currency Letter of Credit is denominated) by (ii) the Exchange Rate for the Alternative Currency in which such Letter of Credit is denominated in effect on the last Business Day of such period or by such other reasonable method that the Administrative Agent deems appropriateEuros.

The U. S. Borrower from time to time agrees to pay (i) to each Revolving Facility Lender (other than any Defaulting Lender)) in respect of a Tranche, through the Administrative Agent, three Business Days after the last day of March, June, September and December in of each year, year and three Business Days after the date on which the Revolving Facility Commitments in respect of such Tranche of all the Lenders shall be terminated as provided herein, a commitment fee (a an “Commitment L/C Participation Fee”) on the average daily amount such Lender’s Tranche Percentage of the Available Unused Commitment of daily aggregate Revolving L/C Exposure with respect to such Lender Tranche (excluding the portion thereof attributable to unreimbursed Revolving L/C Disbursements), during the preceding quarter (or other shorter period commencing with the Closing Date or ending with the Revolving Facility Maturity Date or the date on which the last of the Revolving Facility Commitments in respect of such Lender Tranche shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Borrowings effective for each day in such period (provided that, solely in respect of the CIGNA L/C, such rate per annum shall be equal to such Applicable Margin minus 0.50%) and (ii) to each Issuing Bank in respect of any Tranche of the Revolving Facility, for its own account, (x) three Business Days after the last day of March, June, September and December of each year and three Business Days after the date on which the Revolving Facility Commitments in respect of such Tranche of all the Lenders shall be terminated as provided herein, a fronting fee in respect of each Revolving Letter of Credit issued by such Issuing Bank for the period from and including the date of issuance of such Revolving Letter of Credit to and including the termination of such Revolving Letter of Credit, computed at a rate equal to 1/4 of 1% per annum of the Applicable Commitment Feedaily average stated amount of such Revolving Letter of Credit (or as otherwise agreed with such Issuing Bank), plus (y) in connection with the issuance, amendment or transfer of any such Letter of Credit or any Revolving L/C Disbursement thereunder, such Issuing Bank’s customary documentary and processing charges (collectively, “Issuing Bank Fees”). All Commitment L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be payable in U.S. Dollars and computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the Closing Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as provided herein. For purposes of computing the average daily amount of any Revolving L/C Exposure for any period under this Section 2.13(a) and under Section 2.13(b), the average daily amount of Alternative Currency Revolving L/C Exposure for such period shall be calculated by multiplying (i) the average daily balance of each Alternative Currency Letter of Credit (expressed in the currency in which such Alternative Currency Letter of Credit is denominated) by (ii) the Exchange Rate for the Alternative Currency in which such Letter of Credit is denominated in effect on the last Business Day of such period or by such other reasonable method that the Administrative Agent deems appropriate.

The U. S. Borrower from time to time agrees to pay (i) to each U.S. Revolving Lender (other than any Defaulting Lender), through the Administrative Agent, three Business Days after the last on first day of Marcheach calendar quarter and on the Revolving Facility Maturity Date and, Juneif earlier, September and December in each year, and three Business Days after on the date on which the U.S. Revolving Facility Commitments of all the U.S. Revolving Lenders shall be terminated as provided herein, a commitment fee (a “Commitment U.S. L/C – BA Participation Fee”) in Dollars on the average daily amount such Lender’s Pro Rata Share of the Available Unused Commitment of such Lender daily aggregate U.S. Revolving L/C – BA Exposure (excluding the portion thereof attributable to unreimbursed U.S. L/C – BA Disbursements) during the preceding quarter (or other shorter period commencing with the Closing Date or ending with the Revolving Facility Maturity Date or the date on which the last U.S. Revolving Facility Commitments shall be terminated) at the rate per annum equal to the Applicable Margin for Term SOFR Borrowings that are U.S. Revolving Loans on such payment date, and (ii) to the U.S. Issuing Bank, on the first day of each calendar quarter and on the Revolving Facility Maturity Date and, if earlier, on the date on which the U.S. Revolving Facility Commitments of all the U.S. Revolving Lenders shall be terminated as provided herein, a fronting fee in respect of each U.S. Letter of Credit issued by such Lender U.S. Issuing Bank and outstanding during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Facility Maturity Date or the date on which the U.S. Revolving Facility Commitments shall be terminated) at a rate per annum equal to the Applicable Commitment Fee. All Commitment Fees shall be payable in U.S. Dollars and computed on the basis 1/8 of 1% per annum of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the Closing Date and shall cease to accrue on the date on which the last of the Commitments stated amount of such Lender shall be terminated as provided herein. For purposes U.S. Letter of computing Credit, plus (y) in connection with the average daily amount issuance, amendment or transfer of any Revolving such U.S. Letter of Credit or any U.S. L/C Exposure for any period under this Section 2.13(a) – BA Disbursement thereunder, such U.S. Issuing Bank’s customary documentary and under Section 2.13(bprocessing fees and charges (collectively, “U.S. Issuing Bank Fees”), the average daily amount of Alternative Currency Revolving L/C Exposure for such period shall be calculated by multiplying (i) the average daily balance of each Alternative Currency Letter of Credit (expressed in the currency in which such Alternative Currency Letter of Credit is denominated) by (ii) the Exchange Rate for the Alternative Currency in which such Letter of Credit is denominated in effect on the last Business Day of such period or by such other reasonable method that the Administrative Agent deems appropriate.

The U. S. Borrower agrees to pay to each Lender will not, and will not permit any of its Subsidiaries to, sell, lease, license, transfer, assign or otherwise dispose of any of its business, assets, rights, revenues or property, real, personal or mixed, tangible or intangible, whether in one or a series of related transactions (any such sale, lease, license, transfer assignment or other disposition, a “Disposition”), other than (a) Dispositions of inventory or other assets in the ordinary course of business (including without limitation any Defaulting Lendersuch license, sublicense, lease or sublease of assets in the ordinary course of business), through Dispositions of scrap or obsolete assets and the Administrative Agentlapse of intellectual property of the Borrowers or any of their Subsidiaries that is no longer useful or material to their business, three Business Days after (b) Dispositions of inventory in connection with the last day termination of Marcha license for such inventory as required by such license agreement and in the ordinary course of business; (c) any Disposition of any asset of the U.S. Borrower or any Subsidiary to the U.S. Borrower or any Domestic Subsidiary that is a Guarantor, June(d) any Disposition of any asset by any Subsidiary of the Borrower to any Foreign Subsidiary Borrower; (e) any Disposition of any asset solely among Subsidiaries that are not Borrowers or Guarantors, September (f) any Disposition of an interest in accounts or notes receivable and December in each yearrelated assets as part of a Qualified Receivables Transaction; (g) any Lien permitted under Section 6.02, any merger, consolidation, liquidation or dissolution permitted under Section 6.03, any Investment permitted under Section 6.04, and three Business Days after the date on which the Commitments of all the Lenders shall be terminated as provided herein, a commitment fee (a “Commitment Fee”) on the average daily amount of the Available Unused Commitment of such Lender during the preceding quarter (or other period ending with the date on which the last of the Commitments of such Lender shall be terminated) at a rate equal to the Applicable Commitment Fee. All Commitment Fees shall be payable in U.S. Dollars and computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the Closing Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as provided herein. For purposes of computing the average daily amount of any Revolving L/C Exposure for any period under this Section 2.13(a) and Restricted Payment permitted under Section 2.13(b), the average daily amount of Alternative Currency Revolving L/C Exposure for such period shall be calculated by multiplying 6.06; (h) any Disposition pursuant to any Swap Agreement permitted hereunder; (i) any Disposition of accounts receivable (and rights ancillary thereto) of Subsidiaries pursuant to, and in accordance with the average daily balance terms of, the factoring agreement pursuant to which the Factoring Indebtedness referred to in clause (f) of each Alternative Currency Letter Section 6.01 is incurred, (j) any Disposition pursuant to any non-exclusive license of Credit intellectual property; (expressed in the currency in which k) dispositions of accounts receivable and other rights to payment principally for collection purposes; and (l) any other sale, lease, license, transfer, assignment or other disposition that does not constitute a sale, lease, license, transfer, assignment or other disposition of a Substantial Portion and if immediately after any such Alternative Currency Letter of Credit is denominated) by (ii) the Exchange Rate for the Alternative Currency in which such Letter of Credit is denominated in effect on the last Business Day of such period transaction, no Default shall exist or by such other reasonable method that the Administrative Agent deems appropriateshall have occurred and be continuing.

The U. S. Borrower agrees to pay to the Administrative Agent for distribution to each Non-Defaulting Lender with a Dollar Facility Revolving Loan Commitment a commitment commission, in U.S. Dollars, for the period from the Effective Date to but excluding the Revolving Loan Maturity Date (other than any Defaulting Lenderor such earlier date as the Total Dollar Facility Revolving Loan Commitment shall have been terminated), through the Administrative Agent, three Business Days after the last day of March, June, September and December in each year, and three Business Days after the date on which the Commitments of all the Lenders shall be terminated as provided herein, a commitment fee (a “Commitment Fee”) on the average daily amount of the Available Unused Commitment of such Lender during the preceding quarter (or other period ending with the date on which the last of the Commitments of such Lender shall be terminated) computed at a rate equal to 0.50% per annum on the Applicable daily average Unutilized Dollar Facility Revolving Loan Commitment Feeof such Non-Defaulting Lender as in effect from time to time and (z) the U.S. Borrower agrees to pay to the Administrative Agent for distribution to each Non-Defaulting Lender with a U.S. Borrower Dual Currency Facility Revolving Loan Commitment a commitment commission, in U.S. Dollars, for the period from the First Amendment Effective Date to but excluding the Revolving Loan Maturity Date (or such earlier date as the Total U.S. Borrower Dual Currency Facility Revolving Loan Commitment shall have been terminated), computed at a rate equal to 0.50% per annum on the daily average Unutilized U.S. Borrower Dual Currency Facility Revolving Loan Commitment of such Non-Defaulting Lender as in effect from time to time (with all commitment commissions payable as described in this clause (a) being herein referred to as "RL Commitment Commission"). All Accrued RL Commitment Fees Commission shall be payable due and payable, in U.S. Dollars Dollars, quarterly in arrears on each Quarterly Payment Date and computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the Closing Revolving Loan Maturity Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as provided herein. For purposes of computing the average daily amount of any Revolving L/C Exposure for any period under this Section 2.13(a) and under Section 2.13(b), the average daily amount of Alternative Currency Revolving L/C Exposure for such period shall be calculated by multiplying or (i) the average daily balance of each Alternative Currency Letter of Credit (expressed in the currency in case of RL Commitment Commission payable pursuant to preceding clause (x), such earlier date upon which such Alternative Currency Letter of Credit the Total Multicurrency Facility Revolving Loan Commitment is denominated) by terminated, (ii) in the Exchange Rate for case of RL Commitment Commission payable pursuant to preceding clause (y), such earlier date upon which the Alternative Total Dollar Facility Revolving Loan Commitment is terminated and (iii) in the case of RL Commitment Commission payable pursuant to preceding clause (z), such earlier date upon which the Total U.S. Borrower Dual Currency in which such Letter of Credit Facility Revolving Loan Commitment is denominated in effect on the last Business Day of such period or by such other reasonable method that the Administrative Agent deems appropriateterminated.".

The U. S. Borrower agrees shall deliver to pay the Administrative Agent (who will notify each Lender) notice of each prepayment required under this Section 5.2 not less than three Business Days prior to the date such prepayment shall be made (each Lender such date, a “Mandatory Prepayment Date”). Such notice shall set forth (other than any Defaulting Lender)i) the Mandatory Prepayment Date, through (ii) the principal amount of each Loan (or portion thereof) to be prepaid and (iii) the Type of each Loan being prepaid. The U.S. Borrower shall deliver to the Administrative Agent, three at the time of each prepayment required under this Section 5.2, a certificate signed by an Authorized Officer of the U.S. Borrower setting forth in reasonable detail the calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Lender holding Term Loans of the contents of the U.S. Borrower’s repayment notice and of such Lender’s pro rata share of any repayment. Each such Lender may reject all or a portion of its pro rata share of any mandatory repayment (such declined amounts, the “Declined Proceeds”) of Term Loans required to be made pursuant to this Section 5.2 by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the U.S. Borrower no later than 5:00 P.M. (New York City time) on the Business Days after the last day of March, June, September and December in each year, and three Business Days Day after the date on which of such Lender’s receipt of notice from the Commitments of all Administrative Agent regarding such repayment. Each Rejection Notice from a given Lender shall specify the Lenders shall be terminated as provided herein, a commitment fee (a “Commitment Fee”) on the average daily principal amount of the Available Unused Commitment mandatory repayment of such Lender during the preceding quarter (or other period ending with the date on which the last of the Commitments of such Lender shall Term Loans to be terminated) at a rate equal to the Applicable Commitment Fee. All Commitment Fees shall be payable in U.S. Dollars and computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which rejected by such Lender’s Commitment Fee is calculated shall be deemed . If a Lender fails to be zero. The Commitment Fee due deliver such Rejection Notice to each Lender shall commence to accrue on the Closing Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as provided herein. For purposes of computing the average daily amount of any Revolving L/C Exposure for any period under this Section 2.13(a) and under Section 2.13(b), the average daily amount of Alternative Currency Revolving L/C Exposure for such period shall be calculated by multiplying (i) the average daily balance of each Alternative Currency Letter of Credit (expressed in the currency in which such Alternative Currency Letter of Credit is denominated) by (ii) the Exchange Rate for the Alternative Currency in which such Letter of Credit is denominated in effect on the last Business Day of such period or by such other reasonable method that the Administrative Agent deems appropriatewithin the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory repayment of Term Loans to which such Lender is otherwise entitled. Any Declined Proceeds shall be offered to the Lenders holding Term Loans not so declining such repayment on a pro rata basis in accordance with the principal amounts of the Term Loans of such Lenders (with such non-declining Lenders having the right to decline any repayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such non-declining Lenders elect to decline their pro rata share of such Declined Proceeds, any Declined Proceeds remaining thereafter shall be retained by the Borrower.