Common use of The U Clause in Contracts

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 of each 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 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 1/4 of 1% per annum of the daily 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 L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days.

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 of in 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 fronting commitment fee in respect (a “Commitment Fee”) on the average daily amount of each Letter the Available Unused Commitment of Credit issued by such Issuing Bank for Lender during the preceding quarter (or other period from and including ending with the date on which the last of issuance the Commitments of such Letter of Credit to and including the termination of such Letter of Credit, computed Lender shall be terminated) at a rate equal to 1/4 of 1% per annum of the daily 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")Applicable Commitment Fee. All L/C Participation Commitment 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 (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 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 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. ’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 applicable 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 of each 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 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 1/4 the U.S. Dollar Equivalent of 10.125% per annum of the daily average stated amount of such Letter of CreditCredit (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 ’s customary documentary and processing fees and charges (collectively, "“Issuing Bank Fees"”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis in U.S. Dollars and shall be computed on the basis of the actual number of days elapsed in a year of 360 days.

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)) in respect of a Tranche, through the Administrative Agent, 10 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 Credit Facility Commitments in respect of such Tranche 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 ’s Tranche Percentage of the daily aggregate Revolving L/C Exposure with respect to such Tranche (excluding the portion thereof attributable to unreimbursed Revolving L/C Disbursements), during the preceding quarter (or shorter period commencing with the Closing Date or ending with the applicable Revolving Credit Facility Maturity Date or the date on which the U.S. Revolving Facility Commitments in respect of such 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 the amount of Issuing Bank Fees (as defined below0.50%) set forth in clause (ii)(x) below and (ii) to each Issuing BankBank 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 U.S. 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 daily average stated amount of such Revolving Letter of CreditCredit (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 ’s customary documentary and processing charges (collectively, "“Issuing Bank Fees"”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days.

The U. S. Borrower (on behalf of itself and the Foreign Subsidiary Borrowers) from time to time agrees Borrowers agree to pay to: (ia) to the Administrative Agent for the account of each U.S. Revolving Lender with a U.S./Canadian Revolving Facility Lender 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, 10 Business Days first day after the last day of March, June, September and December end of each year and three Business Days fiscal quarter of Holdings in each fiscal year, 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 Revolving Credit Commitments of all the Lenders shall be are terminated as provided herein, a fee (an "a “U.S. L/C Participation Fee"”) on such Lender's U.S. ’s U.S./Canadian Revolving Facility Percentage of the 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 shorter in the case of the first full fiscal quarter, the period commencing with on the Closing Date and ending with the end of the first full fiscal quarter, or ending with the Revolving Credit Maturity Date or the date on which the U.S. Revolving Facility Commitments shall be 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 minus the amount of Issuing Bank Fees period; and (as defined belowb) set forth in clause (ii)(x) below and (ii) to each Issuing Bank, for its own account, account (xi) three on the first Business Days Day after the last day of March, June, September and December end of each year and three fiscal quarter of Holdings in each fiscal year, commencing with the first Business Days 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 U.S. Revolving Facility Commitments of all the Lenders shall be are terminated as provided herein, a fronting fee in respect of each U.S./Canadian Letter of Credit issued by on behalf of a U.S. Borrower issued by, or the term of which is extended by, such 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 1/4 of 10.125% per annum of the daily average stated amount of such Letter of Credit), plus (y) in connection with the issuance, amendment or transfer of any such U.S./Canadian Letter of Credit or any L/C Disbursement thereunder, plus (ii) such Issuing Bank's ’s customary issuance fees and customary documentary and processing fees and charges (collectively, "“U.S. Issuing Bank Fees"”). All U.S. L/C Participation Fees and U.S. Issuing Bank Fees that are payable in Dollars on a per annum basis shall will be computed on the basis of the actual number of days elapsed in a year of 360 days.

The U. S. Borrower (on behalf of itself and the Foreign Subsidiary Borrowers) from time to time agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender 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 Facility Commitment of a Defaulting Lender (other than at any time that such Lender shall be a Defaulting Lender), . Accrued commitment fees accrued through the Administrative Agent, 10 Business Days after and including the last day of March, June, September and December of each year 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 Credit Commitments of all terminate; provided, however, that if the Lenders shall be terminated as provided herein, a fee (an "L/C Participation Fee"Administrative Agent has not notified the U.S. Borrower pursuant to Section 1.09(b)(iii) on such Lender's U.S. Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding determination of the portion thereof attributable to unreimbursed L/C Disbursements)Dollar Equivalent of each Letter of Credit, 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 Borrowing and LC Disbursement outstanding as 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 of each year and three or December, as applicable, at least one Business Days after Day prior to the date on which such commitment fees would be payable, then accrued commitment fees for such period shall not be payable until the first Business Day following the date on which the U.S. 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 Administrative Agent provides 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 1/4 of 1% per annum of the daily 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")notice. All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis 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 in a year of 360 days(including the first day but excluding the last day).

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 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 of each 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 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 1/4 of 1% per annum of the daily 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 L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days.

The U. S. Borrower (on behalf of itself and the Foreign Subsidiary Borrowers) from time to time agrees to pay (i) to the U.S. Administrative Agent for the account of 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 participation fee (an a "L/C U.S. $ LC Participation Fee") with respect to its participations in U.S. $ Letters of Credit, which shall accrue (A) in the case of standby U.S. $ Letters of Credit, at the same Applicable Rate as is used to determine the rate of interest on Eurodollar U.S. $ Revolving Loans and (B) in the case of trade U.S. $ Letters of Credit, at 60% of such Applicable Rate, in each case on the average daily amount of such U.S. $ Revolving Lender's U.S. Revolving Facility Percentage of the daily aggregate Revolving L/C $ LC Exposure (excluding the any portion thereof attributable to unreimbursed L/C U.S. $ LC Disbursements), ) during the preceding quarter (or shorter period commencing with from and including the Closing Date or ending with to but excluding the Revolving Credit Maturity Date or later of the date on which such Lender's U.S. $ Revolving Commitment terminates and the date on which such Lender ceases to have any 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 $ LC Exposure, and (ii) to each U.S. 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 U.S. Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fronting fee (a "U.S. Fronting Fee"), which shall accrue at the rate that shall be agreed upon in respect writing by the U.S. Borrower and such U.S. Issuing Bank on the average daily amount of each Letter the 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 U.S. Issuing Bank for Bank, in each case during the period from and including the Closing Date to but excluding the later of the date of issuance of such Letter of Credit to and including the termination of the U.S. $ Revolving Commitments and the date on which there ceases to be any U.S. $ LC Exposure, as well as such Letter of Credit, computed at a rate equal U.S. Issuing Bank's standard fees with respect to 1/4 of 1% per annum of the daily average stated amount of such Letter of Credit), plus (y) in connection with the issuance, amendment amendment, renewal or transfer extension of any such U.S. $ Letter of Credit or any L/C Disbursement processing of drawings thereunder, such Issuing Bank's customary documentary and processing charges (collectively, "Issuing Bank Fees"). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days.

The U. S. Borrower shall deliver to the Administrative Agent (on behalf who will notify each Lender) notice of itself and each prepayment required under this Section 5.2 not less than three Business Days prior to the Foreign Subsidiary Borrowers) from time to time agrees to pay date such prepayment shall be made (each such date, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (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. Revolving Facility Lender (other than any Defaulting Lender), through Borrower shall deliver to the Administrative Agent, 10 Business Days after at the last day of March, June, September and December time of each year 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 three 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 Day 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 ’s receipt of notice from the Administrative Agent regarding such repayment. Each Rejection Notice from a given Lender shall specify the principal amount of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable mandatory repayment of Term Loans 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 rejected by such Lender. If a Lender fails to deliver such Rejection Notice to the Applicable Margin for Eurocurrency Revolving Borrowings effective for each day in Administrative Agent within the time frame specified above or such period minus Rejection Notice fails to specify the principal amount of Issuing Bank Fees (as defined below) set forth in clause (ii)(x) below and (ii) the Term Loans to each Issuing Bankbe rejected, 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 U.S. Revolving Facility Commitments of all the Lenders shall any such failure will 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 1/4 of 1% per annum deemed an acceptance of the daily average stated total amount of such Letter mandatory repayment of Credit), plus (y) 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 connection accordance with the issuance, amendment or transfer principal amounts of the Term Loans of such Lenders (with such non-declining Lenders having the right to decline any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank's customary documentary repayment with Declined Proceeds at the time and processing charges (collectively, "Issuing Bank Fees"in the manner specified by the Administrative Agent). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis 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 computed on retained by the basis of the actual number of days elapsed in a year of 360 daysBorrower.

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 on first day of Marcheach calendar quarter and on the Revolving Facility Maturity Date and, Juneif earlier, September and December of each year and three Business Days after on the date on which the U.S. Revolving Credit Facility Commitments of all the U.S. Revolving Lenders shall be terminated as provided herein, a fee (an "a “U.S. L/C – BA Participation Fee"”) in Dollars on such Lender's U.S. Revolving Facility Percentage ’s Pro Rata Share of the 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 shorter period commencing with the Closing Date or ending with the Revolving Credit Facility 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 Term SOFR Borrowings that are U.S. Revolving Borrowings effective for each day in Loans on such period minus the amount of Issuing Bank Fees (as defined below) set forth in clause (ii)(x) below payment date, and (ii) to each the U.S. Issuing Bank, for its own account, (x) three Business Days after on the last first day of Marcheach calendar quarter and on the Revolving Facility Maturity Date and, Juneif earlier, September and December of 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 fronting fee in respect of each U.S. Letter of Credit issued by such U.S. Issuing Bank for and outstanding during the preceding quarter (or shorter period from and including commencing with the Closing Date or ending with the Revolving Facility Maturity Date or the date of issuance of such Letter of Credit to and including on which the termination of such Letter of Credit, computed U.S. Revolving Facility Commitments shall be terminated) at a rate per annum equal to 1/4 1/8 of 1% per annum of the daily average stated amount of such U.S. Letter of Credit), plus (y) in connection with the issuance, amendment or transfer of any such U.S. Letter of Credit or any U.S. L/C – BA Disbursement thereunder, such U.S. Issuing Bank's ’s customary documentary and processing fees and charges (collectively, "“U.S. Issuing Bank Fees"”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days.

The U. S. Borrower may, by notice to 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 behalf and as of itself such date, other than any 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 Foreign Subsidiary BorrowersAdministrative Agent given no later than the date (the “Consent Date”) from time that is 20 days prior to time agrees to pay the relevant Anniversary Date (provided that, if such date is not a Business Day, the Consent Date shall be the next succeeding Business Day), advise the Administrative Agent as to: (i) whether or not such Lender agrees to such extension of its Termination Date (each U.S. Revolving Facility Lender so agreeing to such extension being an “Extending Lender”); and (other than any Defaulting Lender)i) If all of the Lenders are Extending Lenders, through then, effective as of the Administrative AgentConsent Date, 10 Business Days after the last day of March, June, September and December Termination Date of each year Lender shall be extended to the New Termination Date, and three Business Days after the date on which the Revolving Credit respective Commitments of all the Lenders shall will not be terminated as provided herein, a fee (an "L/C Participation Fee") on subject to change at such Lender's U.S. Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable Consent Date pursuant 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 this Section 2.15. (ii) to each Issuing Bank, for its own account, If and only if the sum of (x) three Business Days after the last day aggregate amount of March, June, September and December of each year and three Business Days after the date on which the U.S. Revolving Facility Commitments of all the Extending 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 1/4 of 1% per annum of the daily average stated amount of such Letter of Credit), plus (y) in connection with the issuanceaggregate amount of the Proposed Additional Commitments of the Increasing Lenders (such sum, 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 L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis the “Extending Commitments”) shall be computed on the basis equal to at least 50% of the actual number then Total Commitments, then: (A) effective as of days elapsed in a year the Consent Date, the Termination Date of 360 days.each Extending Lender shall be extended to the New Termination Date; (B)

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 Facility 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 Facility 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 of each 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 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 1/4 of 1% per annum of the daily 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 L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days.

The U. S. Borrower (on behalf of itself and the Foreign Subsidiary Borrowers) from time to time agrees to pay (i) to the Administrative Agent for distribution to each Non-Defaulting Lender with a Dollar Facility Revolving Loan Commitment a commitment commission, in U.S. Revolving Facility Lender (other than any Defaulting Lender)Dollars, 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 of each 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 fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the period from and including the Effective Date to but excluding the Revolving Loan Maturity Date (or such earlier date of issuance of such Letter of Credit to and including as the termination of such Letter of CreditTotal Dollar Facility Revolving Loan Commitment shall have been terminated), computed at a rate equal to 1/4 of 10.50% per annum of on the daily average stated amount Unutilized Dollar Facility Revolving Loan Commitment of such Letter of CreditNon-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), plus 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 (ywith all commitment commissions payable as described in this clause (a) 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, being herein referred to as "Issuing Bank FeesRL Commitment Commission"). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis Accrued RL Commitment Commission shall be computed due and payable, in U.S. Dollars, quarterly in arrears on each Quarterly Payment Date and on the basis Revolving Loan Maturity Date or (i) in the case of RL Commitment Commission payable pursuant to preceding clause (x), such earlier date upon which the actual number Total Multicurrency Facility Revolving Loan Commitment is terminated, (ii) in the case of days elapsed RL Commitment Commission payable pursuant to preceding clause (y), such earlier date upon which the Total Dollar Facility Revolving Loan Commitment is terminated and (iii) in a year the case of 360 daysRL Commitment Commission payable pursuant to preceding clause (z), such earlier date upon which the Total U.S. Borrower Dual Currency Facility Revolving Loan Commitment is terminated.".

The U. S. Borrower 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 (on behalf any such sale, lease, license, transfer assignment or other disposition, a “Disposition”), other than (a) Dispositions of itself inventory or other assets in the ordinary course of business (including without limitation any such license, sublicense, lease or sublease of assets in the ordinary course of business), Dispositions of scrap or obsolete assets 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 lapse 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 intellectual property of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable Borrowers or any of their Subsidiaries that is no longer useful or material 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 accounttheir business, (xb) three Business Days after the last day Dispositions of March, June, September and December of each 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 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 1/4 of 1% per annum of the daily average stated amount of such Letter of Credit), plus (y) inventory in connection with the issuance, amendment or transfer termination of a license for such inventory as required by such license agreement and in the ordinary course of business; (c) any Disposition of any such Letter asset of Credit the U.S. Borrower or any L/C Disbursement thereunderSubsidiary to the U.S. Borrower or any Domestic Subsidiary that is a Guarantor, such Issuing Bank's customary documentary and processing charges (collectively, "Issuing Bank Fees"). All L/C Participation Fees and Issuing Bank Fees 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 payable on not Borrowers or Guarantors, (f) any Disposition of an interest in accounts or notes receivable and related assets as part of a per annum basis 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 any Restricted Payment permitted under Section 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 terms of, the factoring agreement pursuant to which the Factoring Indebtedness referred to in clause (f) of Section 6.01 is incurred, (j) any Disposition pursuant to any non-exclusive license of intellectual property; (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 transaction, no Default shall exist or shall have occurred and be computed on the basis of the actual number of days elapsed in a year of 360 dayscontinuing.

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)) in respect of a Tranche, through the Administrative Agent, 10 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 Credit Facility Commitments in respect of such Tranche 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 ’s Tranche Percentage of the daily aggregate Revolving L/C Exposure with respect to such Tranche (excluding the portion thereof attributable to unreimbursed Revolving L/C Disbursements), during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Credit Facility Maturity Date or the date on which the U.S. Revolving Facility Commitments in respect of such 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 the amount of Issuing Bank Fees (as defined below0.50%) set forth in clause (ii)(x) below and (ii) to each Issuing BankBank 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 U.S. 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 daily average stated amount of such Revolving Letter of CreditCredit (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 ’s customary documentary and processing charges (collectively, "“Issuing Bank Fees"”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days.