Common use of Fees Clause in Contracts

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

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

Fees. (a) The Borrower shall Company agrees to pay to each Revolving Credit Lender, through the Administrative Agent, for the account of on each Lender in accordance with its PercentageMarch 31, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin times (ii) the actual daily amount by which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until the Revolving Credit Termination Date, including at any time during which one or more of the conditions in Article VI is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, JuneJune 30, September 30 and December, commencing with the first such date to occur after the Closing Date, December 31 and on the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue Date and any other date on which the Commitment Revolving Credit Loans of a Defaulting Lender so long as such Lender shall be repaid (or on the date of termination of such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date), a Defaulting Lender and commitment fee (Ba “Commitment Fee”) any Commitment Fee accrued with respect equal to the Commitment Fee Percentage of a Defaulting the daily average amount of the unused Revolving Credit Commitment of such Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied), during the preceding quarter (or shorter period prior to commencing with the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by date hereof or ending with the Borrower so long as date on which the Revolving Credit Commitment of such Lender shall be terminated). All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a Defaulting Lenderyear of 360 days. The Commitment Fee due to each Revolving Credit Lender shall be calculated quarterly in arrearscommence to accrue on the date hereof and shall cease to accrue on the date on which the Revolving Credit Commitment of such Lender is terminated. Anything herein to the contrary notwithstanding, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter period that a Revolving Credit Lender is a Defaulting Lender, such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall Defaulting Lender will not be considered outstanding for purposes of determining entitled to any Commitment Fees accruing during such period (without prejudice to the unused portion rights of the CommitmentsRevolving Credit Lenders other than Defaulting Lenders in respect of such fees).

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

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

Fees. (a1) The Borrower shall pay Without limiting the generality of the foregoing, and notwithstanding anything to the Administrative Agentcontrary in this Agreement, for the account of each Lender in accordance with its PercentageConvertible Notes or any Note Documents, a commitment fee (it is understood and agreed that if the “Commitment Fee”) at a rate per annum equal Obligations are accelerated or otherwise become due prior to the product of (i) the Applicable Margin times (ii) the actual daily amount by which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Stated Maturity Date until the Revolving Credit Termination Datefor any reason, including at because of an Event of Default or the commencement of any time during which one or more proceeding under Debtor Relief Laws, the Specified Fees (in the case of the conditions Administration Fee, to the extent then-earned and unpaid), in Article VI is not meteach case determined as of such acceleration or other due date, and shall will be due and payable quarterly as of such acceleration or, as applicable, other due date and shall constitute part of the Obligations, in arrears on view of the last Business Day impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each MarchHolder’s lost profits as a result thereof. TO THE FULLEST EXTENT PERMITTED BY LAW, JuneEACH NOTE PARTY EXPRESSLY WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING SPECIFIED FEES IN CONNECTION WITH ANY SUCH ACCELERATION INCLUDING IN CONNECTION WITH ANY VOLUNTARY OR INVOLUNTARY ACCELERATION OF THE NOTES AND THE RELATED OBLIGATIONS PURSUANT TO ANY PROCEEDING UNDER ANY DEBTOR RELIEF LAW OR PURSUANT TO A PLAN OF REORGANIZATION. The Specified Fees shall also be payable in the event the Obligations (and/or this Agreement) are satisfied or released by foreclosure (whether by power of judicial proceeding or otherwise), September deed in lieu of foreclosure or by any other similar means, or reinstated pursuant to section 1124 of the Bankruptcy Code. THE NOTE PARTIES EXPRESSLY AGREE THAT (I) EACH SPECIFIED FEE IS REASONABLE AND IS THE PRODUCT OF AN ARM’S LENGTH TRANSACTION BETWEEN SOPHISTICATED BUSINESS PEOPLE, ABLY REPRESENTED BY COUNSEL, (II) THE SPECIFIED FEES SHALL BE PAYABLE NOTWITHSTANDING THE THEN PREVAILING MARKET RATES AT THE TIME PAYMENT IS MADE, (III) THERE HAS BEEN A COURSE OF CONDUCT BETWEEN THE HOLDERS AND THE NOTE PARTIES GIVING SPECIFIC CONSIDERATION IN THIS TRANSACTION FOR SUCH AGREEMENT TO PAY THE SPECIFIED FEES, (IV) THE SPECIFIED FEES ARE NOT INTENDED TO ACT AS OR CONSTITUTE A PENALTY OR PUNISH ANY NOTE PARTY FOR ANY PREPAYMENT OR REPAYMENT, (V) THE NOTE PARTIES’ AGREEMENT TO PAY THE SPECIFIED FEES IS A MATERIAL INDUCEMENT TO THE HOLDERS TO HOLD THE CONVERTIBLE NOTES AND PROVIDE CERTAIN CONSENTS AND WAIVERS IN CONNECTION WITH THE THIRD AMENDMENT, (VI) NO PORTION OF ANY SPECIFIED FEE REPRESENTS “UNMATURED INTEREST” WITHIN THE MEANING OF 11 U.S.C. § 502(b), AND (VIII) THE NOTE PARTIES SHALL BE ESTOPPED FROM HEREAFTER CLAIMING DIFFERENTLY THAN AS AGREED TO IN THIS SECTION 1.2(d). Each Note Party expressly acknowledges that its agreement to pay the Specified Fees to the Holders as herein described is a material inducement to the Holders to enter into this Agreement and Decemberthe Third Amendment and the other amendments to the Note Documents, commencing with to continue to hold the first such date Convertible Notes and provide any applicable waivers, consents and/or other consideration agreed to occur after in connection therewith. Each Note Party further expressly acknowledges and agrees that, prior to executing the Closing DateThird Amendment, it has had the opportunity to review, evaluate, and on negotiate the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue on Specified Fees and the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Commitment Fee accrued calculations thereof with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrearsits advisors, and if there is any change in that the Applicable Margin during any quarterSpecified Fees are a good faith reasonable approximation of the Holders’ liquidated damages upon the applicable triggering events, taking into account all of the circumstances, including the costs of funds, the actual daily amount shall be computed and multiplied by opportunity cost of capital, the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion relative risk of the Commitmentsinvestment, and the operational benefits for the Note Parties from continued use of funds to pursue the Divestiture Transaction and in their continued business as a result of the Holders’ agreement to accept the Specified Fees in lieu of additional up-front fees in cash.

Fees. (a) The Borrower shall pay when due the reasonable fees of the Construction Consultant, all reasonable costs and expenses, including, without limitation, appraisal fees (only if required by law after the initial appraisal) recording fees and charges, abstract fees, title policy fees, escrow fees, reasonable attorneys’ fees, fees of inspecting architects and engineers to the Administrative Agentextent provided hereunder in connection with Advances, fees of environmental consultants to the extent provided in the Mortgage, and all other reasonable and customary costs and expenses which have been incurred or which may hereafter be incurred by Lender in connection with the preparation and execution of the Loan Documents, including any extension, amendment or modification thereof; the funding of the Loan, the administration and enforcement of this Agreement, the Mortgage, the Note, and the other Loan Documents, including, without limitation, reasonable attorneys’ fees in any action for the foreclosure of the Mortgage and the collection of the Loan, and all such fees incurred in connection with any bankruptcy or insolvency proceeding; and Borrower will, within twenty (20) days after demand by Lender, reimburse Lender for all such expenses which have been incurred; and Borrower will indemnify and hold harmless Lender from and against, and reimburse it for all claims, demands, liabilities, losses, damages, judgments, penalties, costs, and expenses (including, without limitation, reasonable attorneys’ fees) which may be imposed upon, asserted against, or incurred or paid by Lender by reason of, on account of each or in connection with any bodily injury or property damage occurring in or upon or in the vicinity of the Property through any cause whatsoever or asserted against Lender or Borrower on account of any act performed or omitted to be performed hereunder by Borrower or on account of any transaction arising out of or in accordance any way connected with its Percentagethe Property, a commitment fee (or with this Agreement or any of the “Commitment Fee”) at a rate per annum equal indebtedness evidenced by the Note, provided that the foregoing indemnity shall not apply to any such liabilities, losses, damages and expenses of Lender to the product of (i) the Applicable Margin times (ii) the actual daily amount by which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times extent arising from the Closing Date willful misconduct or gross negligence of Lender. All amounts incurred or paid by Lender under this Section 5.1.27, together with interest thereon at the Default Rate from the due date until paid by Borrower, shall be added to the Revolving Credit Termination Date, including at any time during which one or more of the conditions in Article VI is not met, Debt and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable secured by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion lien of the CommitmentsMortgage.

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

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

Fees. (a1) The Borrower shall agrees, to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, for on the account fifth Business Day after the end of each Lender in accordance with its Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin times (ii) the actual daily amount by which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until the Revolving Credit Termination Date, including at any time during which one or more fiscal quarter of the conditions in Article VI is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and DecemberBorrower, commencing with the first such date to occur full fiscal quarter of the Borrower ending after the Closing Date, and on each Maturity Date and any date on which the Revolving Credit Termination Date; providedCommitments of all the Lenders are terminated as provided herein, that a commitment fee (Aa “Commitment Fee”) no Commitment Fee shall accrue on the daily amount of the Available Unused Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect to the Commitment of a Defaulting Lender during the preceding fiscal quarter (or other period prior commencing with the Closing Date, or in the case of the first full fiscal quarter, the period commencing on the Closing Date and ending with the end of the first fiscal quarter, or ending with the date on which the last of the Commitments of such Lender will be terminated, as applicable) at a rate equal to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender Applicable Commitment Fee Percentage (which shall be adjusted quarterly on each Adjustment Date). All Commitment Fees will be computed on the basis of the actual number of days elapsed in a Defaulting 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 will be deemed to be zero. The Commitment Fee shall be calculated quarterly in arrears, due to each Lender will commence to accrue on the Closing Date and if there is any change in will cease to accrue on the Applicable Margin during any quarter, date on which the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion last of the CommitmentsCommitments of such Lender will be terminated as provided herein.

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

Fees. (a) The Borrower shall Borrowers jointly and severally agree to pay to the Administrative Agent, Agent for the account of distribution to each CL Lender in accordance with its (based on each such CL Lender’s CL Percentage, ) a commitment fee (the “Commitment CL Facility Fee”) at equal to the sum of (I) a rate per annum equal to the product of (i) the Applicable Margin times for Tranche B Term Loans maintained as Eurodollar Loans on the Total Credit-Linked Commitment as in effect from time to time (iior, if terminated, on the aggregate amount of the Credit-Linked Deposits from time to time), (II) a rate per annum equal to the actual daily Credit-Linked Deposit Cost Amount as in effect from time to time on the amount of the Total Credit-Linked Commitment as in effect from time to time (or, if terminated, on the aggregate amount of the Credit-Linked Deposits from time to time) and (III) for the period commencing on the effective date of Amendment 1, a rate per annum equal to the amount, if any, by which the Commitments exceed the sum of (x) 3.00% exceeds (y) the Outstanding Amount of Revolving Loans and (z) LIBOR Rate in effect for the Outstanding Amount of LC Obligations. The Commitment Interest Period with respect to which such CL Facility Fee shall accrue at all times from is being paid on the Closing Date until the Revolving Credit Termination Date, including at any time during which one or more amount of the conditions Total Credit-Linked Commitment as in Article VI is not meteffect from time to time (or, if terminated, on the aggregate amount of the Credit-Linked Deposits from time to time), in each case for the period from and including the Restatement Effective Date (or in the case of subclause (III) above, the effective date of Amendment 1) to and including the date on which the Total Credit-Linked Commitment has been terminated, all remaining Credit-Linked Deposits have been returned to the CL Lenders or applied to pay amounts owing with respect to Letters of Credit and/or Bank Guaranties as more fully provided in Sections 2A and 2B hereof, all Unpaid Drawings and all Unreimbursed Payments (including, in each case, all accrued and unpaid interest thereon) have been paid in full and all Letters of Credit and all Bank Guaranties have been terminated. Accrued CL Facility Fees shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, CL Interest Payment Date and on the Revolving Credit Termination Date; providedfirst date upon which the Total Credit-Linked Commitment has been terminated, that (A) no Commitment Fee shall accrue on all remaining Credit-Linked Deposits have been returned to the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Commitment Fee accrued CL Lenders or applied to pay amounts owing with respect to the Commitment Letters of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender Credit and/or Bank Guaranties as more fully provided in Sections 2A and 2B hereof, all Unpaid Drawings and all Unreimbursed Pay ments (including, in each case, all accrued and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly interest thereon) have been paid in arrears, full and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed all Letters of Credit and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion of the Commitmentsall Bank Guaranties have been terminated.

Fees. (a) The Borrower Company shall pay to the Administrative Agent, Agent for the account of each US$ Lender, US$-Canadian Lender or Multi-Currency Lender commitment fees in accordance with its PercentageDollars on the daily average unused amount of such Lender’s US$ Commitment, US$-Canadian Commitment or Multi-Currency Commitment, as the case may be (for which purpose (i) the aggregate amount of any Letter of Credit Liabilities under the US$ Commitments or the Multi-Currency Commitments shall be deemed to be a commitment fee pro rata (based on the “US$ Commitments, or the Multi-Currency Commitments, as the case may be) use of each Lender’s US$ Commitment Fee”or Multi-Currency Commitment, as the case may be, (ii) the daily average amount of each US$-Canadian Lender’s US$-Canadian Commitment shall be determined after giving effect to the allocation of the Canadian Commitments and the US$-Canadian Commitments pursuant to subsection 2.6 of Annex A hereto and (iii) the daily average amount of each Lender’s Commitments shall be determined after giving effect to any reallocation pursuant to Section 2.01(e)) for the period from the Closing Date to and including the earlier of the date the Revolving Commitments are terminated and the Commitment Termination Date, at a rate per annum equal to the product Applicable Commitment Fee Rate in effect from time to time. Accrued commitment fees under this Section 2.03 shall be payable on the Quarterly Dates and on the earlier of (i) the Applicable Margin times (ii) date the actual daily amount by which Revolving Commitments are terminated and the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC ObligationsCommitment Termination Date. The Commitment Fee Company shall accrue at all times from pay to JPMorgan Chase Bank on the Closing Date until syndication, agency and additional commitment fees in the Revolving Credit Termination Date, including at any time during which one or more of amounts heretofore mutually agreed in writing. The Company shall pay to the conditions in Article VI is not met, and shall be due and payable quarterly in arrears Administrative Agent on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, Date and on the Revolving Credit Termination Date; providedeach anniversary thereof, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender any of the Revolving Commitments are in effect and (B) any Commitment Fee accrued with respect to the Commitment until payment in full of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender all Loans hereunder, all interest thereon and unpaid at such time shall not be all other amounts payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrearshereunder, and if there is any change an annual agency fee in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was heretofore mutually agreed in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion of the Commitmentswriting.

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

Fees. (a) The Borrower shall pay to each Lender, through the Administrative Agent, for on the account date of each Lender in accordance with its Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin times (ii) the actual daily amount by which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans this Agreement and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until the Revolving Credit Termination Date, including at any time during which one or more of the conditions in Article VI is not met, and shall be due and payable quarterly in arrears on the last Business Day day of each March, June, September and DecemberDecember in each year and on each date on which the Tender Facility Commitment or the Pre-Merger Revolving Credit Commitment of such Lender shall expire or be terminated as provided herein, a commitment fee (a "Commitment Fee") equal to 0.375% per annum on the average daily unused amount of the Tender Facility Commitment and Pre-Merger Revolving Loan Commitment of such Lender during the preceding quarter (or other period commencing with the first date, on or prior to the date of this Agreement, on which the Borrower shall accept the Commitments of such Lender or ending with the Pre-Merger Facilities Maturity Date or the date to occur on which the Commitments of such Lender shall expire or be terminated). In addition, the Borrower shall, after the Closing Merger Date, pay to each Lender, through the Administrative Agent, on the last day of March, June, September and December in each year and on the date on which the Term Facility Commitment and the Post-Merger Revolving Credit Termination Date; providedCommitment of such Lender shall expire or be terminated as provided herein, that a Commitment Fee equal to the Applicable Percentage per annum in effect from time to time on the average daily unused amount of the Term Facility Commitment and the Post-Merger Revolving Credit Commitment (Ataking into account such Lender's L/C Exposure as a used amount thereof) of such Lender during the preceding quarter (or other period commencing with the Merger Date or ending with the Post-Merger Facilities Maturity Date or the date on which the Term Facility Commitment and the Post-Merger Revolving Credit Commitment of such Lender shall expire or be terminated). All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. The Commitment Fee due to each Lender shall commence to accrue on the date of acceptance by the Borrower of the Commitment of such Lender and shall cease to accrue on the date on which the Commitment of such Lender shall be terminated as provided herein. Notwithstanding this paragraph (a), no Commitment Fee shall accrue on the Commitment of be due or payable to any Lender that is a Defaulting Lender so long as on the due date for payment of such Lender shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion of the CommitmentsFee.

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

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

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

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

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

Fees. (a) The Borrower Buyer shall pay to compensate the Administrative Agent, Escrow Agent for the account of each Lender its services hereunder in accordance with its PercentageExhibit D attached hereto (collectively, a commitment fee (the “Commitment FeeFees”) at a rate per annum equal to the product of (i) the Applicable Margin times (ii) the actual daily amount by which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations). The Commitment Fee shall accrue at all times from Fees agreed upon for the Closing Date until services rendered hereunder are intended as full compensation for the Revolving Credit Termination Date, including at any time during which one or more of the conditions in Article VI is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Revolving Credit Termination DateEscrow Agent’s services as contemplated by this Agreement; provided, however, that (A) no Commitment Fee shall accrue on in the Commitment event that the conditions for the disbursement of funds under this Agreement are not fulfilled, or the Escrow Agent renders any service not contemplated in this Agreement, or there is any assignment of interest in the subject matter of this Agreement, or any material modification hereof, or if any material controversy arises hereunder, or the Escrow Agent is made a Defaulting Lender so long as such Lender party to any litigation pertaining to this Agreement or the subject matter hereof, then the Escrow Agent shall be compensated for such extraordinary services and reimbursed for all costs and expenses, including reasonable attorneys’ fees and expenses, occasioned by any such delay, controversy, litigation or event. If any amount due to the Escrow Agent hereunder is not paid within thirty (30) days of the date due, the Escrow Agent in its sole discretion may charge interest on such amount up to the highest rate permitted by applicable law. All Fees shall be paid upon demand by the Escrow Agent. The obligations of Buyer under this Section 9 shall survive any termination of this Agreement and the resignation or removal of the Escrow Agent. The Escrow Agent shall have, and is hereby granted, a Defaulting Lender and (B) any Commitment Fee accrued prior lien upon the Escrow Account with respect to the Commitment of a Defaulting Lender during the period prior its unpaid Fees, non-reimbursed expenses and unsatisfied indemnification rights, superior to the time such Lender became a Defaulting Lender interests of any other persons or entities and is hereby granted the right to set off and deduct any unpaid at such time shall not be payable by Fees non-reimbursed expenses and unsatisfied indemnification rights from the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion of the CommitmentsEscrow Funds.

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

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

Fees. (a) The Borrower Products shall pay to the Administrative Agent, Agent for the account of each (x) USD Revolving Facility Lender (other than Defaulting Lenders), in accordance with its each such Lender’s USD Revolving Facility Percentage, a commitment fee (the “USD Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin times (ii) applicable Commitment Fee Rate multiplied by the actual daily amount by which the Commitments exceed USD Revolving Facility exceeds the sum of (yi) the Outstanding Amount of USD Revolving Facility Loans and (zii) the Outstanding Amount of LC USD L/C Obligations, subject to adjustment as provided in Section 2.17 and (y) Multicurrency Revolving Facility Lender (other than Defaulting Lenders), in accordance with each such Lender’s Multicurrency Revolving Facility Percentage, a commitment fee (together with the USD Commitment Fee, the “Commitment Fees”) equal to the applicable Commitment Fee Rate multiplied by the actual daily amount by which the Multicurrency Revolving Facility exceeds the sum of (i) the Outstanding Amount of Multicurrency Revolving Facility Loans and (ii) the Outstanding Amount of Multicurrency L/C Obligations, subject to adjustment as provided in Section 2.17. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the aggregate USD Revolving Facility Commitments for purposes of determining the USD Commitment Fee. The Commitment Fee Fees shall accrue at all times from the Closing Restatement Date until through the Revolving Credit Termination Datelast day of the Availability Period, including at any time during which one or more of the conditions in Article VI V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Restatement Date, and on the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue on last day of the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting LenderAvailability Period. The Commitment Fee Fees shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion of the Commitments.

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

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

Fees. (ai) The Borrower Company shall pay to the Administrative Agent, Agent (A) for the account of each Lender the Lenders in accordance with its Percentagetheir Pro Rata Tranche A Revolving Shares, from and after the date of this Agreement until the Tranche A Revolving Loan Termination Date, a commitment fee (accruing at the “Commitment Fee”) at a rate per annum equal to of the product of (i) the then Applicable Margin times (ii) the actual daily amount by which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times Percentage on the unutilized portion of such Lender's Tranche A Revolving Loan Commitment, (B) for the account of the Lenders in accordance with their Pro Rata Tranche B Revolving Shares, from and after the Closing Date date of this Agreement until the Tranche B Revolving Credit Loan Termination Date, including a commitment fee accruing at any time during which one or more the rate of the conditions then Applicable Commitment Fee Percentage on the unutilized portion of such Lender's Tranche B Revolving Loan (treating Alternate Currency Loans as usage), (C) for the account of the Lenders in Article VI is accordance with their Pro Rata Tranche C Revolving Shares, from and after the date of this Agreement until the Tranche C Revolving Loan Termination Date, a commitment fee accruing at the rate of the then Applicable Commitment Fee Percentage on the unutilized portion of such Lender's Tranche C Revolving Loan Commitment (treating Letters of Credit, but not metSwing Line Loans, as usage) and (D) for the account of the Lenders in accordance with their Pro Rata Tranche D Revolving Shares, from and after the date of this Agreement until the Tranche D Revolving Loan Termination Date, a commitment fee accruing at the rate of the then Applicable Commitment Fee Percentage on the unutilized portion of such Lender's Tranche D Revolving Loan (treating Alternate Currency Loans as usage). The commitment fee shall be due and payable quarterly in arrears on each Payment Date hereafter, and, in addition, on any date on which the last Business Day of each MarchTranche A Revolving Loan Commitment, Junethe Tranche B Revolving Loan Commitment, September and Decemberthe Tranche C Revolving Loan Commitment or the Tranche D Revolving Loan Commitment, commencing with the first such date to occur after the Closing Dateas applicable, and on the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Commitment Fee accrued terminated in whole or, with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly terminated amount, in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion of the Commitmentspart.

Fees. Borrower shall pay when due the following fees and expenses: (a) The the reasonable fees of the Construction Consultant and the inspecting architects and engineers in connection with any documentation delivered to Lender as required hereunder, (b) the reasonable fees of any environmental consultants used by Lender in connection with the Property as provided in the Environmental Indemnity, (c) the reasonable costs and expenses of any appraisal which Borrower shall is required to pay for pursuant to Section hereof, (d) the reasonable and customary costs and expenses which have been incurred by Lender in connection with the preparation and execution of the Loan Documents and the closing and funding of the Loan, including, without limitation, filing fees and charges, abstract fees, UCC policy fees, escrow fees, and reasonable attorneys’ fees, (e) the reasonable costs and expenses which may be incurred by Lender in connection with the administration of the Loan, including, without limitation, any extension, amendment or modification thereof, (f) the costs of enforcement of the Pledge Agreement, the Note, and the other Loan Documents, including, without limitation, reasonable attorneys’ fees in any action for the foreclosure of the Pledge Agreement and the collection of the Loan, and all such fees incurred in connection with any bankruptcy or insolvency proceeding, and (g) the reasonable costs and expenses incurred by Lender in connection with the release of Units; provided, however that, with respect to all costs and expenses set forth in items (a), (b), (c), (d) and (g), such costs and expenses are not intended to be duplicative of any costs or expenses payable by Mortgage Borrower pursuant to Section 4.1.20 of the Mortgage Loan Agreement or any fees or costs payable by First Mezzanine Borrower pursuant to the Administrative AgentFirst Mezzanine Loan Documents and to the extent duplicative, compliance by Mortgage Borrower with the provisions of Section 4.1.20 of the Mortgage Loan Agreement or compliance by First Mezzanine Borrower with the applicable provisions of the First Mezzanine Loan Documents shall be deemed to be compliance by Borrower with the provisions this Section 4.1.20. In addition, Borrower hereby agrees to pay all costs and fees charged by the servicer of the Loan in connection with the servicing of the Loan. Borrower will, within thirty (30) days after demand by Lender (together with reasonable evidence of incurrence of such expenses), reimburse Lender for the all such reasonable expenses which have been incurred; and Borrower will indemnify and hold harmless Lender from and against, and reimburse it for all claims, demands, liabilities, losses, damages, judgments, penalties, costs, and expenses (including, without limitation, reasonable attorneys’ fees) which are actually imposed upon, asserted against, or incurred or paid by Lender by reason of, on account of each or in connection with any bodily injury or property damage occurring in or upon or in the vicinity of the Property through any cause whatsoever or asserted against Lender or Borrower on account of any act performed or omitted to be performed hereunder by Borrower or on account of any transaction arising out of or in accordance any way connected with its Percentagethe Property, a commitment fee (or with this Agreement or any of the “Commitment Fee”) at a rate per annum equal indebtedness evidenced by the Note, provided that the foregoing indemnity shall not apply to any such liabilities, losses, damages and expenses of Lender to the product extent arising from the willful misconduct or gross negligence of (i) Lender. In addition, the Applicable Margin times (ii) foregoing indemnity shall not apply with respect to any costs, fees or expenses incurred by Lender after the actual daily amount transfer of title to the Collateral by which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligationsforeclosure. The Commitment Fee foregoing indemnity shall accrue be subject to the procedures of Section 10.13. All amounts incurred or paid by Lender under this Section 4.1.20, together with interest thereon at all times the Default Rate from the Closing Date date the same are required to be paid by Borrower to Lender until paid by Borrower, shall be added to the Revolving Credit Termination Date, including at any time during which one or more of the conditions in Article VI is not met, Debt and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable secured by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion lien of the CommitmentsPledge Agreement.

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

Fees. (a) The Borrower shall pay Plaintiffs and Plaintiffs’ Co-Lead Counsel intend to petition the Administrative Agent, Delaware Court for an award of fees and expenses in connection with the account of each Lender in accordance with its Percentage, a commitment fee Consolidated Delaware Action (the “Commitment FeeFee Application”) at a rate per annum equal to the product of (i) the Applicable Margin times (ii) the actual daily amount by which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations). The Commitment Fee shall accrue at Defendants reserve all times from the Closing Date until the Revolving Credit Termination Date, including at any time during which one or more of the conditions in Article VI is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Commitment Fee accrued rights with respect to the Commitment Fee Application. The Fee Application shall be Plaintiffs’ and/or Plaintiffs’ Co-Lead Counsel’s sole application for an award of a Defaulting Lender during fees or expenses in connection with any litigation concerning the period prior to Proposed Transaction. Final resolution by the time such Lender became a Defaulting Lender and unpaid at such time Delaware Court of the Fee Application shall not be payable a precondition to the dismissal of the Consolidated Delaware Action in accordance with the Settlement Agreement, and the Settlement Agreement shall provide that the Fee Application may be considered separately from the proposed Settlement. The Parties acknowledge and agree that ICG or its successor(s) in interest shall cause to be paid on behalf of the ICG directors and ICG, any fees and expenses awarded by the Borrower so long as Delaware Court to Plaintiffs’ Co-Lead Counsel. Subject to the terms and conditions of this MOU, and the terms and conditions of the Settlement contemplated hereby, ICG or its successor(s) in interest shall, within ten (10) business days after the date of any order awarding attorneys’ fees and/or expenses to Plaintiffs’ Co-Lead Counsel becomes final and no longer subject to further appeal or review, whether by affirmance on or exhaustion of any possible appeal or review, writ of certiorari, lapse of time or otherwise (the “Fee Payment Date”), pay or cause to be paid the amount of such Lender award to Faruqi & Faruqi for distribution to and among Plaintiffs’ Co-Lead Counsel. Notwithstanding any other provision of this MOU, no fees or expenses shall be due or payable to Plaintiffs’ Co-Lead Counsel in the absence of consummation of the Proposed Transaction, Final Approval of a Defaulting Lenderfinal order and judgment entered by the Delaware Court which contains a release of the Released Claims, and dismissal with prejudice of the claims asserted against the Defendants in the Consolidated Delaware Action. The Commitment Fee Any such payment shall be calculated quarterly in arrearsmade subject to Plaintiffs’ Co-Lead Counsel’s joint and several obligations to make refunds or repayment to ICG (or any successor entity) if any specified condition to the Settlement is not satisfied or, and if there as a result of any appeal and/or further proceedings on remand, or successful collateral attack, any dismissal order is any change in reversed or the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion of the Commitmentsfee or costs award is reduced or reversed.

Fees. (a) The Borrower shall pay to the Administrative Agent, Agent for the account of each Lender in accordance with its Percentage, fees (the "Commitment Fee") equal to an amount payable as a commitment fee (by the “Borrower to the Agent for the account of each Lender equal to the Lender Commitment Fee”) at a of such Lender multiplied by the rate per annum equal corresponding to the product of (i) the Applicable Margin times Total Liabilities to Total Asset Value Ratio reflected in Table 1 on Schedule I attached hereto (as determined as of the last day of each of the Borrower's fiscal quarters) whenever and for so long as the Operating Partnership shall not have obtained and shall maintain the Qualifying Ratings; and (ii) the actual daily amount by which Qualifying Ratings, reflected in Table 2 on Schedule I attached hereto, as same is in effect from time to time, whenever and for so long as the Commitments exceed Operating Partnership shall have obtained and shall maintain (provided that, in the sum event that the Qualifying Ratings are not equivalent, the Commitment Fee shall be determined based upon the lower or lowest of the Qualifying Ratings); such Commitment Fee to be payable in arrears on or before the tenth (y10th) the Outstanding Amount day of Revolving Loans each April, July, October and (z) the Outstanding Amount of LC ObligationsJanuary. The Commitment Fee shall accrue at all times from the Closing Date until the Revolving Credit Termination Date, including at any time during which one or more not be refundable. Any portion of the conditions in Article VI Commitment Fee which is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable paid by the Borrower so long as such Lender when due shall be a Defaulting Lenderbear interest at the Past Due Rate from the date due until the date paid by the Borrower. The Commitment Fee shall be calculated quarterly on the actual number of days elapsed in arrearsa year consisting of 365 or 366 days, as applicable. Any change in the Commitment Fee determined pursuant to (i) above shall be effective on the first day of the calendar quarter following the last calendar quarter covered by the applicable Officer's Certificate and if there is any change in the Applicable Margin during any quarter, the actual daily amount Commitment Fee determined pursuant to (ii) above shall be computed and multiplied by effective on the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion date of the Commitmentsapplicable rating change.

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

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

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

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

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

Fees. (a) The Borrower Borrowers shall pay to the Administrative Agent, for the account of each Lender in accordance with its PercentageLenders, a commitment monthly an unused line fee (the “Commitment Fee”) at a rate per annum equal to the product of to: (i) until six (6) full calendar months after the Applicable Margin times date hereof shall have elapsed, one (ii1.00%) percent (on a per annum basis) calculated upon the actual daily amount by which the Commitments exceed Maximum Credit exceeds the sum average daily principal balance of (y) the Outstanding Amount of outstanding Revolving Loans and Letter of Credit Obligations during the immediately preceding month (zor part thereof) so long as any Obligations are outstanding and (ii) from and after the Outstanding Amount date on which six (6) full calendar months after the date hereof shall have elapsed (A) one (1.00%) percent (on a per annum basis) calculated upon the amount by which the Maximum Credit exceeds the average daily principal balance of LC Obligationsthe outstanding Loans and Letter of Credit Obligations during the immediately preceding month (or part thereof) so long as any Obligations are outstanding and the Commitments hereunder have not been terminated, with respect to each such month as to which the average daily outstanding balance of Loans and Letter of Credit Obligations was less than fifty (50%) percent of the Maximum Credit and (B) three-quarters of one (0.75%) percent (on a per annum basis) calculated upon the amount by which the Maximum Credit exceeds the average daily principal balance of the outstanding Loans and Letter of Credit Obligations during the immediately preceding month (or part thereof) so long as any Commitments are outstanding, with respect to each such month as to which the average daily outstanding balance of Loans and Letter of Credit Obligations was equal to or greater than fifty (50%) percent of the Maximum Credit. The Commitment Fee If the Maximum Credit shall accrue at all times change during the immediately preceding month (or part thereof), an average daily Maximum Credit shall be used for the purposes of calculating such fees for such period. Such fees shall be payable on the first Business Day of each month in arrears, beginning with the first full calendar month that commences following the date hereof (and prorated, if the Closing Date is not the end of a calendar month, for the portion of the immediately preceding month from the Closing Date until to the Revolving Credit Termination Date, including at any time during which one or more of the conditions in Article VI is not metend thereof), and shall be due calculated based on a three hundred sixty (360) day year and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion of the Commitmentsdays elapsed.

Fees. (a) (i) The U.S. Borrower shall agrees to pay to each Lender in respect of a Tranche of Revolving Loans (other than any Defaulting Lender), through the Administrative Agent, for three Business Days after the account last day of March, June, September and December in each Lender year, and three Business Days after the date on which the Revolving Facility Commitments of all the Lenders in accordance with its Percentagerespect of such Tranche shall be terminated as provided herein, a commitment fee (the a “Commitment Fee”) on the daily amount of the Available Unused Commitment of such Lender attributable to such Tranche during the preceding quarter (or other period ending with the date on which the last of the Commitments of such Lender in respect of such Tranche shall be terminated) at a rate per annum equal to 0.50% per annum. All Commitment Fees shall be computed on the product 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 in respect of any Tranche of Revolving Loans 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 in respect of such Tranche 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)(i) and under Section 2.13(b), the average daily amount of Alternative Currency Revolving L/C Exposure for such period shall be calculated by multiplying (i) the Applicable Margin times 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 actual daily amount by Exchange Rate for the Alternative Currency in which the Commitments exceed the sum such Letter of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until the Revolving Credit Termination Date, including at any time during which one or more of the conditions is denominated in Article VI is not met, and shall be due and payable quarterly in arrears effect on the last Business Day of each March, June, September and December, commencing with such period or by such other reasonable method that the first such date to occur after the Closing Date, and on the Revolving Credit Termination Date; provided, that (A) no Administrative Agent deems appropriate. Any Commitment Fee shall accrue on paid in respect of the Commitment of a Defaulting Lender so long as such Lender Canadian Tranche (i) shall be a Defaulting Lender paid to each Canadian Tranche Lender’s Canadian Lending Office to the extent paid by the Canadian Borrower and (Bii) any Commitment Fee accrued with respect shall be paid to each Canadian Tranche Lender’s U.S. Lending Office to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable extent paid by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion of the CommitmentsU.S. Borrower.

Fees. (a) The Borrower SEACOR and the Stockholders shall pay to compensate the Administrative Agent, Escrow Agent for the account of each Lender its services hereunder in accordance with Schedule I attached hereto and, in addition, shall reimburse the Escrow Agent for all of its Percentagereasonable out-of-pocket expenses, a commitment fee including reasonable attorneys' fees, travel expenses, telephone and facsimile transmission costs, postage (including express mail and overnight delivery charges), copying charges and the “Commitment Fee”like. All of the compensation and reimbursement obligations set forth in this Section 6(e) at a rate per annum equal to shall be payable upon demand by the product of (i) the Applicable Margin times (ii) the actual daily amount by which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC ObligationsEscrow Agent. The Commitment Fee obligations of SEACOR and the Stockholders under this Section 6(e) shall accrue at all times from survive any termination of this Escrow Agreement and the Closing Date until the Revolving Credit Termination Date, including at any time during which one resignation or more removal of the conditions in Article VI is not metEscrow Agent. As between SEACOR, on the one hand, and the Stockholders, on the other, the compensation and reimbursement payable by SEACOR and the Stockholders under this Section 6(e) shall be borne equally. As among the Stockholders, each Stockholder shall bear its pro rata share of the compensation and reimbursement payable by the Stock- holders. If SEACOR and the Stockholders have not paid the amount of any compensation or reimbursement for out-of- pocket expenses demanded by the Escrow Agent within a reasonable time following such demand, the Escrow Agent is authorized to, and may, disburse to itself from any cash contained in the Escrow Fund, from time to time, the amount of any compensation and reimbursement of out-of-pocket expenses due and payable quarterly hereunder (including any amount to which the Escrow Agent or any Indemnified Party is entitled to seek indemnification pursuant to Section 6(b) hereof). The Escrow Agent shall notify SEACOR and the Representative of any disbursement from the Escrow Fund to itself or any Indemnified Party in arrears on respect of any compensation or reimbursement hereunder. SEACOR, the last Business Day of each March, June, September Stockholders and December, commencing with the first such date Representative hereby grant to occur after the Closing DateEscrow Agent and the Indemnified Parties a security interest in and lien upon the Escrow Fund and all funds or other property therein to secure all obligations hereunder to the Escrow Agent and the Indemnified Parties, and the Escrow Agent and Indemnified Parties shall have the right to offset the amount of any compensation or reimbursement due any of them hereunder (including any claim for indemnification pursuant to Section 6(b) hereof) against the cash on deposit in the Revolving Credit Termination Date; providedEscrow Fund, that (A) no Commitment Fee if SEACOR and the Stockholders shall accrue on not have paid the Commitment amount of such compensation or reimbursement within a Defaulting Lender so long as reasonable time following the Escrow Agent's demand therefor. If for any reason funds in the Escrow Fund are insufficient to cover such Lender compensation and reimbursement, SEACOR and the Stockholders shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect promptly pay such amounts to the Commitment Escrow Agent or any Indemnified Party upon receipt of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion of the Commitmentsan itemized invoice.

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

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

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

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

Fees. (a) The Borrower In consideration of the services to be performed by Manager, Owner shall pay to Manager (and Manager shall be entitled to retain from the Administrative Agent, for results of operation of the account of each Lender in accordance with its Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of (iProperty) the Applicable Margin times (ii) Base Management Fee and, if applicable, the actual daily amount by which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until the Revolving Credit Termination DateIncentive Management Fee, including at any time during which one or more of the conditions in Article VI is not met, and shall be due and payable quarterly for each Fiscal Month in arrears on the last Business Day date that is ten (10) days following the delivery to Owner of the Interim Statements for the Property for each March, June, September Fiscal Month delivered pursuant to Section 8.1(a) below (including an invoice detailing the monthly Management Fees then due and December, commencing with the first such date to occur after the Closing Date, and on the Revolving Credit Termination Datepayable); provided, however, that payment of the Management Fees (Ai.e., Base Management Fee and/or Incentive Management Fee) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender subordinate to (i) payment of all amounts taken into account in calculating Net Income and (Bii) all items taken into account in calculating EBITDA in the applicable Fiscal Year or portion thereof (any Commitment Fee accrued with respect such deferred amounts hereinafter referred to the Commitment “Deferred Management Fees). Any Deferred Management Fees shall be accrued and shall remain as a deferred liability of a Defaulting Lender during the period prior Owner, payable by Owner in subsequent Fiscal Years to the time extent of net cash flow after paying all amounts referred to in clauses (i) and (ii) above then due and owing for such Lender became a Defaulting Lender Fiscal Year; provided, however, any Deferred Management Fees due and unpaid at owing to Manager shall be extinguished, released and deemed satisfied upon (a) the maturity of the Loan (whether such time maturity is the result of the terms of the Landco Loan Documents or pursuant to any acceleration of the maturity date permitted thereunder), or (b) the exercise of the Landco Warrants. Any Deferred Management Fees shall not be payable immediately after the Management Fees for the then current Fiscal Year have been paid in full by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion of the CommitmentsOwner.

Fees. (a) The Borrower shall agrees to pay to the Administrative Agent, Agent for the account of each USD Lender in accordance with its Percentage, Applicable Percentage under the USD Credit Facility a commitment fee (the “Commitment Fee”) in Dollars, which shall accrue at a rate per annum equal to the product of (i) the Applicable Margin for determining Commitment Fees times (ii) the actual daily amount by which the aggregate amount of the USD Credit Facility exceeds the outstanding amount of the USD Committed Loans during the period from and including the date hereof to but excluding the date on which the Aggregate USD Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligationsterminate, subject to adjustment as provided in Section 2.24. The Commitment Fee shall accrue at all times from the Closing Date until the Revolving Credit Termination Date, including at any time during which one or more of the conditions commitment fees described in Article VI is not met, and this Section 2.13(a) shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and DecemberDecember of each year, commencing with the first such date to occur after the Closing Date, and on the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect to such fees owing to USD Lenders, on the Commitment last day of a Defaulting Lender during the period prior to USD Availability Period for the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting LenderUSD Credit Facility. The Commitment Fee commitment fees described in this Section 2.13(a) shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin for determining Commitment Fees during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin for determining Commitment Fees separately for each period during such quarter that such Applicable Margin was in effect. All commitment fees described in this Section 2.13(a) shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes the avoidance of clarificationdoubt, Swingline the outstanding amount of USD Swing Line Loans shall not be counted towards or considered outstanding usage of USD Commitments for purposes of determining the unused portion of the CommitmentsCommitment Fee in this Section 2.13(a).

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

Fees. (a) The Borrower For the services rendered and facilities furnished by Dreyfus under this Agreement, the Fund shall cause each Portfolio to pay to the Administrative Agent, for the account of each Lender Dreyfus an annual fee computed on a daily basis and paid on a monthly basis in accordance with its Percentagethe attached Fee Schedule. In addition, a commitment after applying any other expense limitations or fee (waivers that reduce the “Commitment Fee”) at a rate per annum equal fees paid to Dreyfus under this Agreement, Dreyfus hereby agrees to waive any remaining fees under this Agreement to the product extent that they exceed Dreyfus’ costs in providing the Services under this Agreement, as determined annually by Dreyfus in connection with the annual consideration of (i) renewal of this Agreement by the Applicable Margin times (ii) Fund’s directors. In the actual daily event that the payments to Dreyfus under this Agreement exceed such costs in any calendar year, Dreyfus shall reimburse the Fund for such excess amount by which as soon as practicable after the Commitments exceed the sum amount of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligationssuch costs has been determined. The Commitment Fee Fund and Dreyfus shall accrue at all times adjust the accruals and payments of fees pursuant to this Agreement in such manner as they may deem necessary from time to time in order to seek to minimize the Closing Date until the Revolving Credit Termination Date, including at amount of any time during which one or more of the conditions in Article VI is not met, and such reimbursement. Dreyfus also shall be due and payable quarterly reimbursed for all out-of-pocket expenses incurred by Dreyfus in arrears on the last Business Day of each March, June, September and December, commencing with the first such date performing its services pursuant to occur after the Closing Date, and on the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effectthis Agreement. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion daily calculation of the Commitmentsfees payable hereunder, the most recently calculated net asset value of each Portfolio, as determined by a valuation made in accordance with the Fund’s procedure for calculating the net asset value of each class of each Portfolio as described in the Fund’s prospectus and/or statement of additional information, shall be used. During any period when the determination of a Portfolio’s net asset value is suspended by the trustees of the Fund, the net asset value of each class of each Portfolio as of the last business day prior to such suspension shall, for the purpose of this Paragraph 5, be deemed to be the net asset value at the close of each succeeding business day until it is again determined.

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

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

Fees. (a) The Borrower shall pay a fee for every dishonoured payment whether for a regular loan payment, a replacement thereof, or any other remittance of payment or fee under this Mortgage. The Borrower acknowledges that the Lender may charge reasonable fees for all administrative services including, but not limited to, those outlined in the Fee Table and the Borrower agrees to pay all such charges. Fees not paid as required may, at the Lender's sole discretion, lead to the Administrative Agentwithholding the service or approval for which the fee remains owing or, may be added to the Indebtedness secured hereunder and accrue interest at the rate of the Mortgage until paid. The Lender will not be liable for the account effect of each Lender in accordance with its Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the product any such withholding of (i) the Applicable Margin times (ii) the actual daily amount by which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligationsservices or approval. The Commitment following Fee shall accrue Table outlines the fee amounts that are in effect at all times the date of this Mortgage. The Fee Table represents the most common fees that may be charged from time to time. The Lender will advise the Closing Date until Borrower of any applicable fees when a particular service is requested by the Revolving Credit Termination Date, including Borrower. All fee amounts are subject to change at any time during and without notice. The fees in effect at any time are available upon inquiry to the Lender. There are fees chargeable by the Lender which one or more the Borrower is liable to pay, including but not limited to, those outlined in the Fee Table and those set out in the mortgage documents. The listing of any particular fee does not imply that the conditions Lender is liable to provide the service listed. The Lender's fees shall be the amounts established, disclosed and generally applied by the Lender from time to time. The current fees in Article VI is not met, effect at any time may be ascertained upon inquiry to the Lender. All such fees are intended to compensate the Lender for the Lender's administrative costs and shall not be due deemed a penalty. Any and payable quarterly all fees, if not paid, shall be added to the Indebtedness secured hereunder and shall bear interest at the rate provided in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such this Mortgage until paid. The Lender shall be a Defaulting Lender and (B) any Commitment Fee accrued have the same rights with respect to the Commitment collection of a Defaulting Lender during the period prior fees as it does with respect to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion collection of the Commitments.Indebtedness secured hereunder. FEE TABLE Dishonoured Payments $100.00 Administration Fee - Discharges (Full or Partial) $300.00 Reprint of Discharge Statements $ 50.00 Assumption $200.00 Assignment/Transfers $275.00 Administration (for Default) $250.00 Reinvestment Fee – if mortgage is paid out in First Year $500.00 Reinvestment Fee – if mortgage is paid out in Second Year $400.00 Reinvestment Fee – if mortgage is paid out in Third Year $300.00

Fees. (a) The U.S. Borrower shall (on behalf of itself and the Foreign Subsidiary Borrowers) agrees to pay to the Administrative Agent, for the account of each Lender in accordance with its Percentage(other than any Defaulting Lender), a commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin times (ii) the actual daily amount by which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until the Revolving Credit Termination Date, including at any time during which one or more of the conditions in Article VI is not met, and shall be due and payable quarterly in arrears on 10 Business Days after the last Business Day day of each March, June, September and DecemberDecember in each year, commencing with the first such date to occur and three Business Days after the Closing Date, and date on which all the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue on the Commitment Commitments of a Defaulting Lender so long as such Lender shall be terminated as provided herein, (x) through the Administrative Agent, a Defaulting commitment fee on the sum of (i) the daily unused amount of the U.S. Revolving Facility Commitment of such Lender and (Bii) any Commitment Fee accrued with respect to the daily amount of the Available Unused Commitment of a Defaulting Lender such Lender, in each case during the preceding quarter (or other period prior to commencing with the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by Closing Date or ending with the Borrower so long as date on which the last of the Commitments of such Lender shall be terminated) and (y) directly to each Ancillary Lender, a Defaulting commitment fee on the daily unused amount of the Ancillary Commitment of such Lender during the preceding quarter (or other period commencing with the Closing Date or ending with the date on which the last of the Commitments of such Lender shall be terminated), in each case at the rates set forth under the caption “Commitment Fee Rate” in the definition of “Applicable Margin” (each of the commitment fees referred to in clauses (x) and (y), a “Commitment Fee”). All Commitment Fees 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 Restatement Effective Date and shall cease to accrue on the date on which the last of the Revolving Credit Commitments of such Lender shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion of the Commitmentsterminated as provided herein.

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

Fees. (a) The Commitment Fee. Commencing on the Closing Date, subject to Section 14.21(a)(iii)(A), the Borrower shall pay to the Administrative Agent, for the account of each Lender in accordance with its Percentagethe Revolving Credit Lenders, a non‑refundable commitment fee (the “Commitment Fee”) at a rate per annum equal to the product Applicable Margin on the average daily unused portion of the Revolving Credit Commitment of the Revolving Credit Lenders (other than the Defaulting Lenders, if any); provided, that (i) the Applicable Margin times amount of outstanding Swingline Loans shall not be considered usage, and (ii) the actual daily amount by which of issued and outstanding undrawn Letters of Credit shall be considered usage, in each case of the Commitments exceed Revolving Credit Commitment for the sum purpose of (y) calculating the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC ObligationsCommitment Fee. The Commitment Fee shall accrue at all times from the Closing Date until the Revolving Credit Termination Date, including at any time during which one or more of the conditions in Article VI is not met, and shall be due and payable quarterly in arrears on the last Business Day of each Marchcalendar quarter during the term of this Agreement commencing March 31, June, September 2015 and December, commencing with ending on the first such date to occur after the Closing Date, and on upon which all Obligations (other than contingent indemnification obligations not then due) arising under the Revolving Credit Termination Date; providedFacility shall have been indefeasibly and irrevocably paid and satisfied in full, that all Letters of Credit have been terminated or expired (Aor have been Cash Collateralized) no and the Revolving Credit Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lenderhas been terminated. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied distributed by the Applicable Margin separately for each period during Administrative Agent to the Revolving Credit Lenders (other than any Defaulting Lender) pro rata in accordance with such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion of the CommitmentsRevolving Credit Lenders’ respective Revolving Credit Commitment Percentages.

Fees. (a) The Alcoa agrees to pay, or cause any other Borrower shall pay to the Administrative Agentpay, in immediately available Dollars for the account of each Lender the Lenders as set forth below in accordance with its Percentagethis Section 2.06, a commitment facility fee (collectively, the “Commitment Facility Fee”) at a rate per annum equal to the product of Applicable Facility Fee Rate on (i) the Applicable Margin times aggregate amount of such Lender’s Commitment (whether used or unused), for the period from and including the Effective Date to but excluding the earlier of the date such Commitment is terminated and the applicable Maturity Date and (ii) after the actual daily termination of such Commitment, on the aggregate amount by which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until the such Lender’s outstanding Revolving Credit Termination Date, including at any time during which one or more of the conditions in Article VI is not met, and Outstandings. Accrued Facility Fees shall be due and payable quarterly in arrears (A) on the last Business Day of each March, June, September and Decembercalendar quarter, commencing with on the first such date to occur after Business Day following the Closing Effective Date, and for the account of each Lender, (B) on the Revolving Credit Termination Initial Scheduled Maturity Date, (x) if Alcoa shall not have requested a First Extension, for the account of each Lender or (y) if Alcoa shall have requested a First Extension, for the account of each Lender that shall not have consented to such First Extension, (C) the First Extended Maturity Date, (x) if Alcoa shall not have requested a Second Extension, for the account of each Lender, or (y) if Alcoa shall have requested a Second Extension, for the account of each Lender that shall not have consented to such Second Extension, (D) the Second Extended Maturity Date, if applicable, for the account of each Lender and (E) the date on which the Commitments shall be terminated in whole (or, in the case of Letters of Credit, fully cash collateralized in accordance with the last paragraph of Article VII), for the account of each Lender; provided, however, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender if any Revolving Credit Outstandings shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect to outstanding after the Commitment of a Defaulting Lender during date on which the period prior to the time Commitments have been terminated in whole, then such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount payable on demand. All Facility Fees shall be computed and multiplied by on the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion basis of the Commitmentsactual number of days elapsed in a year of 360 days.

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

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

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

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

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

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

Fees. (a) The U.S. Borrower shall (on behalf of itself and the Foreign Subsidiary Borrowers) agrees to pay to the Administrative Agent, for the account of each Lender in accordance with its Percentage(other than any Defaulting Lender), a commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin times (ii) the actual daily amount by which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until the Revolving Credit Termination Date, including at any time during which one or more of the conditions in Article VI is not met, and shall be due and payable quarterly in arrears on 10 Business Days after the last Business Day day of each March, June, September and DecemberDecember in 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, (x) through the Administrative Agent, a commitment fee on the sum of (i) the daily unused amount of the U.S. Revolving Facility Commitment and (ii) the daily amount of the Available Unused Commitment during the preceding quarter (or other period commencing with the first such Closing Date or ending with the date to occur after on which the Closing Date, and on last of the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue on the Commitment Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender terminated) and (By) any Commitment Fee accrued with respect directly to each Ancillary Lender, a commitment fee on the daily unused amount of the Ancillary Commitment of a Defaulting such Lender during the preceding quarter (or other period prior to commencing with the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by Closing Date or ending with the Borrower so long as date on which the last of the Commitments of such Lender shall be terminated), in each case at the rates set forth under the caption “Commitment Fee Rate” in the definition of “Applicable Margin” (each of the commitment fees referred to in clauses (x) and (y), a Defaulting “Commitment Fee”). All Commitment Fees 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 Restatement Effective Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion of the Commitmentsterminated as provided herein.

Fees. (a) The Borrower agrees to pay to each Lender, through the Administrative Agent, on the date hereof, on the last day of March, June, September and December in each year and on each date on which any Commitment of such Lender shall expire or be terminated as provided herein, a commitment fee (a "Commitment Fee") equal to the Applicable Percentage per annum in effect from time to time on the average daily unused amount of the Commitments of such Lender in effect during the preceding quarter (or other period commencing with the date of effectiveness of the Commitments of such Lender or ending with the Revolving Credit Maturity Date or the date on which the Commitments of such Lender shall expire or be terminated). All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. The Commitments of each Lender shall be deemed to have become effective on the date of acceptance by the Borrower of a commitment of such Lender in respect of the credit facilities established by this Agreement and shall cease to accrue on the date on which the last of the Commitments of such Lender shall expire or be terminated as provided herein. (b) The Borrower agrees to pay to the Administrative Agent, for its own account, the account of each Lender fees set forth in accordance with its Percentage, a commitment fee the Fee Letter at the times and in the amounts specified therein (the “Commitment Fee”"Administrative Agent Fees"). (c) at a rate per annum equal The Borrower agrees to the product of pay (i) the Applicable Margin times (ii) the actual daily amount by which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until the to each Revolving Credit Termination DateLender, including at any time during which one or more of through the conditions in Article VI is not metAdministrative Agent, and shall be due and payable quarterly in arrears on the last Business Day day of each March, June, September and DecemberDecember of each year and on the date on which the Revolving Credit Commitment of such Lender shall have been terminated as provided herein and no Letters of Credit shall remain outstanding, a fee (an "L/C Participation Fee") on such Lender's Pro Rata Percentage of the average daily aggregate L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) during the preceding quarter (or shorter period commencing with the first such date to occur after the Closing Date, and on hereof or ending with the Revolving Credit Termination Date; providedMaturity Date or the date on which no Letters of Credit shall remain outstanding and the Revolving Credit Commitments shall have been terminated) at a rate equal to the Applicable Percentage from time to time used to determine the interest rate on Revolving Credit Borrowings comprised of Eurodollar Loans pursuant to Section 2.06, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (Bii) any Commitment Fee accrued to each Issuing Bank with respect to each Letter of Credit issued by such Issuing Bank the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable fronting fees separately agreed upon by the Borrower so long as and such Lender shall be a Defaulting LenderIssuing Bank and the standard issuance and drawing fees specified from time to time by such Issuing Bank (the "Issuing Bank Fees"). The Commitment Fee shall be calculated quarterly in arrears, All L/C Participation Fees and if there is any change in the Applicable Margin during any quarter, the actual daily amount Issuing Bank Fees shall be computed and multiplied by on the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion basis of the Commitmentsactual number of days elapsed in a year of 360 days. (d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the Issuing Bank entitled thereto. Once paid, none of the Fees shall be refundable. SECTION 2.06.

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

Fees. As compensation for the Services hereunder, the Company shall pay the Consultant the following fees: (ai) an advisory fee (the “Advisory Fee”) of (x) $5,000 per month which payment shall commence to accrue on the business day that is immediately after the date that the Company files its Annual Report on Form 10-K with the Securities and Exchange Commission (the “Filing Date”), and shall be payable in accordance with the Company’s standard payroll practice (provided that the parties agree that on or before the Filing Date, the Company shall make a prepayment of $10,000 to the Consultant towards the monthly Advisory Fee), and (ii) warrants to purchase 1,000,000 common shares (the “Warrants”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), at exercise price per share equal to the closing market price of the Common Stock on the date that this Agreement if fully executed. The Borrower Warrants shall be considered earned on the date that is ninety (90) days from the date of the execution of this Agreement; provided that if this Agreement is terminated by the Company prior thereto, the Consultant shall be entitled only to a pro-rata portion of the Warrants. In addition, the Company shall pay to the Administrative AgentConsultant a success fee, for in an amount to be agreed to by the account of each Lender in accordance with its Percentage, a commitment fee parties (the “Commitment Success Fee”) based on the total amount of gross proceeds received by the Company from a funded Financing provided by a Funding Source (based on the amount of the Financing actually received by the Company at such time or a rate per annum equal future time, as provided in Section 3 hereof) during the Term. Upon receipt of any Financing, including any additional Financing or increases to the product amount of consummated Financing, from a Funding Source during the Term or two (i2) years after the Applicable Margin times (ii) closing of such Financing, the actual daily Company and/or its affiliate shall pay the Success Fee to the Consultant in the amount to be agreed to by which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligationsparties. The Commitment Success Fee shall accrue at all times from the Closing Date until the Revolving Credit Termination Datewill be earned, including at any time during which one or more of the conditions in Article VI is not met, and shall be due and payable quarterly in arrears on to the last Business Day Consultant upon the closing of each March, June, September any Financing and December, commencing the Company’s actual receipt of the full proceeds of the Financing. In connection with the first such date acquisition of the Warrants, the Consultant hereby agrees to occur after the Closing Datewarranties, representations, covenants and on the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender acknowledgements set forth in Exhibit A hereto. Exhibit A shall be considered a Defaulting Lender part of this Agreement and (B) any Commitment Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender Release and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion of the Commitmentsincorporated herein.

Fees. (a) The Borrower shall agrees to pay to each Lender, through the Administrative Agent, for the account of each Lender in accordance with its Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin times (ii) the actual daily amount by which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from on the Closing Date until the Revolving Credit Termination Date, including at any time during which one or more of the conditions in Article VI is not met, and shall be due and payable quarterly in arrears on the last Business Day day of each March, June, September and DecemberDecember in each year and on each date on which any Commitment of such Lender shall expire or be terminated as provided herein, a commitment fee (a "Commitment Fee") equal to the Applicable Percentage set forth under the heading "Fee Percentage" in the definition of the term "Applicable Percentage" per annum in effect from time to time on the average daily unused amount of the Commitments of such Lender during the preceding quarter (or other period commencing with the first date of acceptance by the Borrower of the Commitment of such date to occur after the Closing Date, and on Lender or ending with the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue Maturity Date or the date on which the Commitment Commitments of a Defaulting Lender so long as such Lender shall expire or be a Defaulting Lender and (B) any terminated). All Commitment Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender Fees shall be computed on the basis of the actual number of days elapsed in a Defaulting Lenderyear of 360 days. The Commitment Fee due to each Lender shall be calculated quarterly in arrears, and if there is any change in commence to accrue on the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied date of acceptance by the Applicable Margin separately for each period during Borrower of the Commitment of such quarter that Lender and shall cease to accrue on the date on which the Commitment of such Applicable Margin was in effectLender shall expire or be terminated as provided herein. For purposes of clarificationthis Section 2.05, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion amount of the Commitmentsany Lender's Revolving Credit Commitment on any date shall equal such Lender's Revolving Credit Commitment on such date minus such Lender's outstanding Revolving Loans and L/C Exposure on such date.

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

Fees. (a) The During the period from the Closing Date to the Revolving Credit Commitment Termination Date, the Borrower shall agrees to pay to the Administrative Agent, Agent for the account of each Lender in accordance with its Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal Unused Line Fee relating to the product Revolving Credit Commitment to the Borrower. All Unused Line Fees are payable in arrears on each Quarterly Payment Date. Upon receipt of any such Unused Line Fee, the Agent will promptly thereafter cause to be distributed to each Lender its Pro Rata Share of such Fee. The Borrower shall reimburse or pay the Agent, as the case may be, for (i) all Out-of-Pocket Expenses of the Applicable Margin times Agent and/or the Lenders, and (ii) any applicable Documentation Fee. On April 30, 1997 and each anniversary thereof, the actual daily Borrower shall pay to the Agent a Collateral Management Fee (for its own account) in the amount by which of Thirty-Five Thousand Dollars ($35,000). All the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until the Revolving Credit Termination Date, including at any time during which one or more of the conditions in Article VI is not met, fees under this paragraph are "Collateral Management Fees" and shall be due fully earned when paid and payable quarterly in arrears on shall not be refundable or rebateable by reason of prepayment, acceleration upon an Event of Default, or any other circumstance and shall survive any termination of this Financing Agreement. The Borrower shall pay the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing DateAgent's standard charges for, and on the Revolving Credit Termination Date; fees and expenses of, the Agent's personnel used by the Agent for reviewing the books and records of the Borrower and for verifying, testing, protecting, safeguarding, preserving or disposing of all or any part of the Collateral, provided, however, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time foregoing shall not be payable by until the occurrence of an Event of Default if the Borrower so long are paying a Collateral Management Fee. The Borrower hereby authorizes the Agent to charge the Borrower's accounts with the Agent with the amount of all payments due hereunder as such Lender shall be a Defaulting Lenderpayments become due. The Commitment Fee shall Borrower confirms that any charges which the Agent may so make to its account as herein provided will be calculated quarterly in arrears, made as an accommodation to the Borrower and if there is any change in solely at the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion of the CommitmentsAgent's discretion.

Fees. (a) The Borrower Borrowers shall pay to the Administrative Agent for its own account fees in the amounts and at the times previously agreed upon in writing by the Borrowers and the Administrative Agent. The Borrowers agree to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue during the Availability Period at the Applicable Percentage on the daily amount by which such Lender’s Revolving Commitment exceeds such Lender’s Revolving Credit Exposure (excluding Swingline Exposure and Agent Advance Exposure). The Borrowers agree to pay (i) to the Administrative Agent, for the account of each Lender in accordance with its PercentageLender, a commitment letter of credit fee (the “Commitment Fee”) with respect to its participation in each Letter of Credit, which shall accrue each day at a rate per annum equal to the product of (i) the Applicable Margin for Eurodollar Loans then in effect (plus, at all times that the Loans are bearing Default Interest, 2.00% per annum) times the amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to such Letter of Credit during the period from and including the date of issuance of such Letter of Credit to but excluding the date on which such Letter of Credit expires or is drawn in full (including, without limitation, any such LC Exposure that remains outstanding after the Revolving Commitment Termination Date) and (ii) to the actual daily Issuing Bank for its own account a fronting fee, which shall accrue each day during the Availability Period (or until the date that such Letter of Credit is irrevocably cancelled, whichever is later) at a rate equal to 0.25% per annum times the amount by which of the Commitments exceed LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) for such day, as well as the sum Issuing Bank’s standard fees with respect to issuance, amendment, renewal or extension of (y) the Outstanding Amount any Letter of Revolving Loans and (z) the Outstanding Amount Credit or processing of LC Obligationsdrawings thereunder. The Commitment Fee Borrowers shall accrue at all times from pay on the Closing Date until to the Revolving Credit Termination Date, including at any time during which one or more of Administrative Agent and its Affiliates all fees in the conditions in Article VI is not met, and shall be Fee Letter that are due and payable quarterly on the Closing Date. Accrued fees under subsections (b) and (c) of this Section shall be payable monthly in arrears on the last Business Day first day of each March, June, September and Decembercalendar month, commencing with the first such date to occur after the Closing Dateon August 1, 2016, and on the Revolving Credit Commitment Termination DateDate (and, if later, the date the Loans and LC Exposure shall be repaid in their entirety); providedprovided that any such fees accruing after the Revolving Commitment Termination Date shall be payable on demand. Anything herein to the contrary notwithstanding, that (A) no Commitment Fee shall accrue on the Commitment of during such period as a Lender is a Defaulting Lender so long as Lender, such Lender shall be a Defaulting Lender and (B) any Commitment Fee accrued will not be entitled to commitment fees accruing with respect to the its Revolving Commitment during such period pursuant to subsection (b) of a Defaulting Lender this Section or letter of credit fees accruing during the such period prior pursuant to subsection (c) of this Section (without prejudice to the time rights of the Lenders other than Defaulting Lenders in respect of such Lender became fees), provided that (i) to the extent that a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion of the LC Exposure of such Defaulting Lender is reallocated to the Non-Defaulting Lenders pursuant to Section 2.28, such fees that would have accrued for the benefit of such Defaulting Lender will instead accrue for the benefit of and be payable to such Non-Defaulting Lenders, pro rata in accordance with their respective Revolving Commitments, and (ii) to the extent any portion of such LC Exposure cannot be so reallocated and has not been cash collateralized by the Borrowers pursuant to Section 2.28, such fees will instead accrue for the benefit of and be payable to the Issuing Bank. The pro rata payment provisions of Section 2.23 shall automatically be deemed adjusted to reflect the provisions of this subsection.

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

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

Fees. (a) The Borrower shall agrees to pay to each Lender, through the Administrative Agent, for the account of on each Lender in accordance with its PercentageMarch 31, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin times (ii) the actual daily amount by which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until the Revolving Credit Termination Date, including at any time during which one or more of the conditions in Article VI is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, JuneJune 30, September 30 and December, commencing with the first such date to occur after the Closing DateDecember 31, and on the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue date on which the Commitment of a Defaulting Lender so long as such Lender shall be terminated as provided herein, a Defaulting Lender and facility fee (Bthe "Facility Fee") any Commitment equal to the Facility Fee accrued with respect Percentage in effect from time to time on the amount of the Commitment of a Defaulting Lender such Lender, whether used or unused, during the quarter then ended (or shorter period prior to commencing with the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by Effective Date or ending with the Borrower so long as Maturity Date or any date on which the Commitment of such Lender shall be a Defaulting Lenderterminated). The Commitment Facility Fee shall be calculated quarterly computed on the basis of the actual number of days elapsed in arrearsa year of 365 or 366 days, as the case may be. The Facility Fee due to each Lender shall commence to accrue on the Effective Date and if there is any change shall cease to accrue on the earlier of (I) the Maturity Date and (II) the termination of the Commitment of such Lender as provided herein; provided that in the Applicable Margin during any quarterevent that the Effective Date shall not have occurred on or prior to the date that is 45 days after the Restatement Closing Date, the actual daily amount Facility Fee shall be computed commence to accrue on such 45th day in respect of (a) any Commitment of any Lender that is not a "Lender" under the Borrower's existing credit agreement (prior to its amendment and multiplied by restatement hereunder, the Applicable Margin separately for each period during "Existing Credit Agreement") and (b) the portion (if any) of any commitment of any Lender that is a "Lender" under the Existing Credit Agreement that exceeds such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining Lender's commitment under the unused portion of Existing Credit Agreement immediately prior to the CommitmentsRestatement Closing Date.

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

Fees. (a) The Borrower shall pay a Standby L/C fee of 2.0% per annum on the face amount of each Standby L/C, subject to a minimum fee of $200.00, and calculated on the basis of total days elapsed in a 360-day year. This fee shall be paid quarterly in advance and is in addition to all other fees or expenses provided for the Standby L/C Application. Reduction of Line Availability. Availability under the Line shall be reduced dollar for dollar by the face amount of all outstanding Standby L/Cs, plus any unreimbursed draws. Without limiting any rights and remedies available to the Administrative AgentBank under any Standby L/C Agreement, any draw under a Standby L/C may, at the Bank's option, be repaid through an automatic advance under the Line, which shall be repayable according to the terms of this Agreement. Cash Collateralization of Outstanding Standby L/Cs. Should a default occur under this Agreement, the Bank may require the Borrower to deposit with it in a non-interest bearing account, immediately available funds equal to the face amount of outstanding Standby L/Cs. The Borrower hereby grants the Bank a security interest in these funds as security for all of the Borrower's obligations to the Bank. DOCUMENTARY LETTERS OF CREDIT Issuance and Expiration. During the Line Availability Period, the Bank agrees to issue documentary letters of credit ("Documentary L/Cs") for the account of each Lender the Borrower, provided that the Borrower is in accordance with its Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin times (ii) the actual daily amount by which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until the Revolving Credit Termination Date, including at any time during which one or more of the conditions in Article VI is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing compliance with the first such date to occur after the Closing Date, and on the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue on the Commitment terms of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect to the Commitment of a Defaulting Lender during the period this Agreement. Each Documentary L/C must expire prior to the time Line Expiration Date and must require drafts payable at sight. Prior to the issuance of a Documentary L/C, the Borrower will execute the Bank's standard Application and Agreement for Irrevocable Documentary Letters of Credit (the "Documentary L/C Agreement") and such Lender became a Defaulting Lender other documents as the Bank deems necessary. Fees and unpaid Expenses. Fees and expenses related to each Documentary L/C will be agreed upon at such time issuance. Reduction of Line Availability. Availability under the Line shall not be payable reduced dollar for dollar by the Borrower so long as such Lender face amount of all outstanding Documentary L/Cs, plus any unreimbursed draws. Without limiting any rights and remedies available to the Bank under the Documentary L/C Agreement and related documents, any draw under a Documentary L/C may, at the Bank's option, be repaid through an automatic advance under the Line, which shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in repayable according to the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes terms of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion of the Commitmentsthis Agreement.

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

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

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

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

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

Fees. (a) The Borrower shall Revolving Loan Commitment Fees Company agrees to pay to the Administrative Agent, for distribution to each Revolving Lender (which is not a Defaulting Lender) in proportion to that Xxxxxx’s Pro Rata Share, commitment fees for the account period from and including the Effective Date to and excluding the Revolving Loan Commitment Termination Date equal to the average of each the daily excess of the Revolving Loan Commitment Amount over the (i) aggregate principal amount of outstanding Revolving Loans (but not any outstanding Swing Line Loans; provided, however, that for purposes of calculating such fee, Swing Line Lender shall not be entitled to receive any commitment fee with respect to any outstanding Swing Line Loans) and (ii) aggregate undrawn amount of all outstanding Letters of Credit, multiplied by 0.50% per annum; provided that, if the Consolidated Leverage Ratio as of the last day of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered was less than 2.00:1.00 (as certified and demonstrated in reasonable detail in a Compliance Certificate delivered to Administrative Agent with such financial statements in accordance with its PercentageSection 5.1(d)), a then the percentage set forth above shall be reduced to 0.375% per annum for the Fiscal Quarter immediately following the Fiscal Quarter for which such financial statements were delivered; provided further that any commitment fee owing to a Lender which is a Defaulting Lender may be withheld by Administrative Agent in its sole discretion for so long as such Lender remains a Defaulting Lender (for avoidance of doubt the “Commitment Fee”) at failure of such Defaulting Lender to receive the timely payment of such fee by reason thereof shall not give rise to any Potential Event of Default or Event of Default). All such commitment fees to be calculated on the basis of a rate per annum equal to the product of (i) the Applicable Margin times (ii) 360-day year and the actual daily amount by which the Commitments exceed the sum number of (y) the Outstanding Amount of Revolving Loans days elapsed and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until the Revolving Credit Termination Date, including at any time during which one or more of the conditions in Article VI is not met, and shall to be due and payable quarterly in arrears on the last Business Day March 31, June 30, September 30 and December 31 of each March, June, September and Decemberyear, commencing with on the first such date to occur after the Closing Effective Date, and on the Revolving Credit Loan Commitment Termination Date; provided, Date or the earlier date that (A) no the entire Revolving Loan Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion of the Commitmentsterminated.

Fees. (a) The From and including the Signing Date until the end of the Availability Period, the Borrower shall agrees to pay to the Administrative Term Loan Facility Agent, for the account of the Term Lenders under each Lender in accordance Tranche, on each CTA Payment Date beginning on the earlier of (i) the first CTA Payment Date that is also an Interest Payment Date or (ii) with its Percentagerespect to any Term Lender, the date on which such Term Lender’s Term Loan Facility Debt Commitments are terminated (solely to the extent of such terminated Term Loan Facility Debt Commitments), a commitment fee with respect to such Tranche (the a “Commitment Fee”) at a rate per annum equal to the product 40% of (i) the Applicable Margin times (ii) applicable to LIBO Loans on the actual average daily amount by which the Aggregate Tranche Commitments exceed the sum aggregate outstanding principal amount of the Term Loans made under such Tranche during the relevant fiscal quarter (yor portion thereof) then ended; provided that all Commitment Fees shall be payable in arrears and computed on the Outstanding Amount basis of Revolving Loans and (z) the Outstanding Amount actual number of LC Obligationsdays elapsed in a year of 365 days, as prorated for any partial quarter, as applicable. The Notwithstanding the foregoing, the Borrower will not be required to pay any Commitment Fee shall accrue at all times from the Closing Date until the Revolving Credit Termination Date, including at to any time during Term Lender with respect to any period in which one or more of the conditions in Article VI is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue on the Commitment of Term Lender was a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion of the CommitmentsTranche.

Fees. With respect to each Letter of Credit issued, Borrower agrees to pay (ai) The Borrower shall pay to the Administrative Agent, Agent for the account of each Lender Bank a participation fee with respect to its participations in accordance with its Percentagesuch Letter of Credit, a commitment fee which shall accrue on the average daily amount of such Bank’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) under such Letter of Credit during the “Commitment Fee”) period from and including the date such Letter of Credit was issued by the Issuing Bank to but excluding the date on which such Bank ceases to have any LC Exposure under such Letter of Credit, at a rate per annum equal to the product of (i) the Applicable Margin times for Eurodollar Loans, and (ii) to the actual daily Issuing Bank a fronting fee, equal to 12.5 basis points times the maximum amount by which available to be drawn under such Letter of Credit, as well as the Commitments exceed Issuing Bank’s standard fees with respect to the sum issuance, amendment, renewal or extension of (y) the Outstanding Amount any Letter of Revolving Loans and (z) the Outstanding Amount Credit or processing of LC Obligationsdrawings thereunder. The Commitment Fee shall accrue at all times from the Closing Date until the Revolving Credit Termination Date, including at any time during which one or more of the conditions in Article VI is not met, and Accrued participation fees shall be due and payable quarterly in arrears on the last Business Day each Quarterly Payment Date and fronting fees shall be due and payable on each issuance, amendment, renewal or extension of each March, June, September and December, commencing with the first a Letter of Credit; provided that all such date to occur after the Closing Date, and fees shall be payable on the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue on Date and any such fees accruing after the Commitment of a Defaulting Lender so long as such Lender Revolving Termination Date shall be a Defaulting Lender payable on demand. All participation fees and (B) any Commitment Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount fronting fees shall be computed on the basis of a year of 360 days and multiplied by shall be payable for the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effectactual number of days elapsed (including the first day but excluding the last day). For purposes None of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused Banks (other than the Issuing Bank) are entitled to any portion of the Commitmentsfronting fee.

Fees. (a) The Borrower shall Borrowers agree to pay to the Administrative Agent, Agent for the account of each Lender in accordance with its Percentage, a commitment fee (the “Commitment Fee”) fee, which shall accrue at a rate per annum equal to the product of (i) Commitment Fee Rate per annum on the Applicable Margin times (ii) the actual average daily amount by which of the Commitments exceed Available Commitment of such Lender during the sum of (y) the Outstanding Amount of Revolving Loans period from and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from including the Closing Date until to but excluding the Revolving Credit Termination Date, including at any time during date on which one or more of the conditions in Article VI is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Revolving Credit Termination DateLenders’ Commitments terminate; provided, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) that, any Commitment Fee commitment fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrowers prior to such time; and provided, further, that, no commitment fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Commitment Fee Accrued commitment fees shall be calculated quarterly payable in arrearsarrears on the first calendar day of each January, April, July and if there is any change in October and on the Applicable Margin during any quarterdate on which the Commitments terminate, commencing with the actual daily amount first calendar day of October 2010. All commitment fees shall be computed on the basis of a year of 360 days and multiplied by shall be payable for the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effectactual number of days elapsed (including the first day but excluding the last day). For purposes of clarificationcalculating the commitment fees only, Swingline Loans shall not be considered outstanding for purposes of determining the unused no portion of the CommitmentsCommitments shall be deemed utilized as a result of outstanding Swingline Loans.

Fees. (a) The Borrower shall Borrowers jointly and severally agree to pay to the Administrative Agent, Agent for the account of distribution to each Non-Defaulting Lender in accordance with its Percentage, a commitment fee commission (the “Commitment FeeCommission”) for the period from and including the Effective Date to and including the Revolving Commitment Termination Date (or such earlier date on which the Total Revolving Loan Commitment has been terminated) computed at a rate per annum equal to the product of (i) the Applicable Margin times (ii) the actual daily amount by which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until the Revolving Credit Termination Date, including at any time during which one or more Commission Percentage of the conditions Unutilized Revolving Loan Commitment of such Non-Defaulting Lender as in Article VI is not met, and effect from time to time. Accrued Commitment Commission shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, Quarterly Payment Date and on the date upon which the Total Revolving Credit Termination Date; provided, that Loan Commitment is terminated. (Ab) no Commitment Fee shall accrue on The Borrowers jointly and severally agree to pay to the Commitment of a Administrative Agent for distribution to each Non-Defaulting Lender so long (based on each such Lender’s respective RL Percentage) a fee in respect of each Letter of Credit (the “Letter of Credit Fee”) for the period from and including the date of issuance of such Letter of Credit to and including the date of termination or expiration of such Letter of Credit, computed at a rate per annum equal to in the case of standby Letters of Credit, the Applicable Margin as in effect from time to time during such Lender shall be a Defaulting Lender and (B) any Commitment Fee accrued period with respect to Revolving Loans that are maintained as LIBOR Loans on the daily Stated Amount of each such Letter of Credit. Accrued Letter of Credit Fees shall be due and payable quarterly in arrears on each Quarterly Payment Date and on the first day on or after the termination of the Total Revolving Loan Commitment upon which no Letters of Credit remain outstanding. (c) The Borrowers jointly and severally agree to pay to each Issuing Lender, for its own account, a Defaulting Lender during facing fee in respect of each Letter of Credit issued by it (the “Facing Fee”) for the period prior from and including the date of issuance of such Letter of Credit to and including the date of termination or expiration of such Letter of Credit, computed at a rate per annum equal to 1/8 of 1% on the daily Stated Amount of such Letter of Credit. Accrued Facing Fees shall be due and payable quarterly in arrears on each Quarterly Payment Date and upon the first day on or after the termination of the Total Revolving Loan Commitment, upon which no Letters of Credit remain outstanding. (d) The Borrowers jointly and severally agree to pay to each Issuing Lender, for its own account, upon each payment under, issuance of, or amendment to, any Letter of Credit issued by it, such amount as shall at the time of such event be the administrative charge and the reasonable expenses which such Issuing Lender is generally imposing in connection with such occurrence with respect to letters of credit. (e) The Borrowers jointly and severally agree to pay to the Administrative Agent such fees as may have been, or are hereafter, agreed to in writing from time such Lender became a Defaulting Lender to time by any Credit Party or any of their respective Subsidiaries and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting LenderAdministrative Agent. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion of the Commitments.75 #93457508v14

Fees. (a) The Borrower shall agrees to pay to the Administrative Agent, Agent for the account of each Revolving Lender in accordance with its Percentagefor the period from and including the Restatement Effective Date to but excluding the date on which the Revolving Commitments terminate (or are otherwise reduced to zero), a commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin times (ii) the actual daily amount by which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until Applicable Rate on the Revolving Credit Termination Date, including at any time during which one or more average daily unused amount of the conditions in Article VI is not met, and aggregate Revolving Commitment of such Revolving Lender. Such accrued commitment fees shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and DecemberDecember of each year and on the date on which all the Revolving Commitments terminate, commencing with on the first such date to occur after the Closing Restatement Effective Date. For purposes of computing commitment fees, and on the a Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a Defaulting participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate then used to determine the interest rate applicable to Eurocurrency Revolving Loans on the average daily amount of such Lender’s aggregate LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Restatement Effective Date to but excluding the later of the date on which all of such Lender’s Revolving Commitments terminate and the date on which such Lender ceases to have any LC Exposure and (Bii) to each Issuing Bank a fronting fee, which shall accrue at a rate per annum equal to 0.125% on the average daily amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any Commitment Fee accrued portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Restatement Effective Date to but excluding the later of the date of termination of all the Revolving Commitments and the date on which there ceases to be any such LC Exposure, as well as such Issuing Bank’s standard fees with respect to the Commitment issuance, amendment, renewal or extension of a Defaulting Lender during any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the period prior to the time such Lender became a Defaulting Lender last day of March, June, September and unpaid at such time December of each year shall not be payable by on the Borrower so long as third Business Day following such Lender last day, commencing on the first such date to occur after the Restatement Effective Date; provided that all such fees shall be a Defaulting Lender. The Commitment Fee payable on the date on which all the Revolving Commitments terminate and any such fees accruing after the date on which all the Revolving Commitments terminate shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion of the Commitmentspayable within 10 days after demand.

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

Fees. (a) The So long as the Revolving Credit is outstanding and has not been terminated, the Borrower shall unconditionally pay to the Administrative Agent, for the account ratable benefit of each Lender in accordance with its Percentagethe Lenders, a commitment non-refundable fee (the “Available Commitment Fee”) at a rate per annum equal to the product Applicable Available Commitment Fee Percentage from time to time in effect on the average daily unused amount of the Available Commitment (igiving effect to any reductions or increases therein) of such Lender during the Applicable Margin times preceding quarter (ii) or shorter period commencing with the actual daily amount by date hereof or ending with the Maturity Date or any date on which the Commitments exceed the sum Available Commitment of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until the Revolving Credit Termination Date, including at any time during which one or more of the conditions in Article VI is not met, and such Lender shall be due terminated). All Available Commitment Fees shall be computed and payable paid on a quarterly basis in arrears on the last Business Day first day of each MarchJanuary, JuneApril, September July and DecemberOctober, commencing with beginning on January 1, 2009, in each case for the first such date to occur after the Closing Date, and on the Revolving Credit Termination Date; provided, that (A) no actual number of days elapsed over a year of 360 days. The Available Commitment Fee due to each Lender shall commence to accrue on the date hereof, and shall cease to accrue on the Maturity Date and the termination of the Available Commitment of a Defaulting such Lender so long as provided herein. Solely for the purposes of calculating the distributive share of the Available Commitment Fee to be remitted to each Lender, the daily unused Available Commitment shall be determined (the “Fee Determination”) as if no Swing Line Advances were outstanding during such period and the share of such fee owing to the Swing Line Lender shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect reduced to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately extent necessary for each period during Lender (other than the Swing Line Lender) to receive its share of such quarter that fee based on such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion of the CommitmentsFee Determination.

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

Fees. (a) The Borrower shall pay (a) to the Administrative Agent for its own account fees in the amounts and at the times previously agreed upon in writing by the Borrower and the Administrative Agent, (b) to the Administrative Agent for the account of each the Lenders (other than any Backstop Defaulted Lender), a fee equal to 1.00% of the aggregate principal amount of any outstanding Term Loans of any Lender (other than any Backstop Defaulted Lenders) repaid or prepaid (including in accordance with its PercentageSection 2.5, a commitment fee (Section 2.7 or Section 2.8(a)) or that remain outstanding on the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin times (ii) the actual daily amount by which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until the Revolving Credit Termination Maturity Date, including at any time during which one or more of the conditions in Article VI is not met, and such fee shall be due and payable quarterly in arrears on each repayment or prepayment date on the last Business Day portion of such Term Loans of each Marchsuch Lender so repaid or prepaid or on the Maturity Date, Juneas applicable, September and December(c) to the Administrative Agent for the account of the Lenders (other than Backstop Defaulted Lenders) that execute the Backstop Commitment Agreement, commencing the Equitization Consent Fee in accordance with the first such date to occur after the Closing DateRestructuring Support Agreement, and on such fee shall be fully earned upon the Revolving Credit Termination DateDIP Order Entry Date and due and payable upon the earlier of the Maturity Date and the termination of the Restructuring Support Agreement; provided, that (A) no Commitment if the maturity of the Term Loans is accelerated pursuant to Section 8.1 prior to Approved Plan Effective Date, the Equitization Consent Fee shall accrue on be payable in cash in an amount equal to 5.00% of the Commitment aggregate principal amount of a Defaulting Lender so long as any outstanding Term Loans at such time and due and payable in cash within three (3) Business Days following such acceleration; provided, however, that no Lender shall be entitled to an Equitization Consent Fee if the Restructuring Support Agreement is terminated due to a Defaulting Lender and (B) any failure of the Supporting Noteholders to execute the Backstop Commitment Fee accrued Agreement with respect to 100% of the Commitment Backstop Commitments (as defined in the Restructuring Support Agreement) of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Supporting Noteholders; provided, further, that no Equitization Consent Fee shall be calculated quarterly in arrears, and if there is due to any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion of the CommitmentsBackstop Defaulted Lender.

Fees. (a) The Borrower shall agrees to pay to the Administrative AgentLenders having Revolving Exposure (for purposes of clarity, for the account of excluding each Lender Issuing Bank, in accordance with its Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of capacity as such): (i) commitment fees accruing at 0.50% per annum on the Applicable Margin times average of the daily difference between (iia) the actual daily Revolving Commitments, and (b) the aggregate principal amount by which of (x) all outstanding Revolving Loans (for the Commitments exceed the sum avoidance of doubt, excluding Swing Line Loans) plus (y) the Outstanding Amount Letter of Credit Usage; and (ii) subject to 2.4(i), letter of credit fees accruing at the Applicable Margin for Revolving Loans that are Eurodollar Rate Loans on the average aggregate daily maximum amount available to be drawn under all such Letters of Credit (regardless of whether any conditions for drawing could then be met and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until the Revolving Credit Termination Date, including at any time during which one or more determined as of the conditions in Article VI is not metclose of business on any date of determination). Notwithstanding the foregoing, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Commitment Fee commitment fee which 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 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 Borrower prior to such time; and provided, further, that no such commitment fee shall accrue on the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Commitment Fee All fees referred to in this Section 2.11(a) shall be paid to Administrative Agent at its Principal Office and upon receipt, Administrative Agent shall promptly distribute to each Lender its Pro Rata Share thereof. (b) Borrower agrees to pay directly to each Issuing Bank, for its own account, the following fees: (i) a fronting fee accruing at 0.125% per annum on the average aggregate daily maximum amount available to be drawn under all Letters of Credit issued by such Issuing Bank (determined as of the close of business on any date of determination); and (ii) such documentary and processing charges for any issuance, amendment, transfer or payment of a Letter of Credit as are in accordance with such Issuing Bank’s standard schedule for such charges and as in effect at the time of such issuance, amendment, transfer or payment, as the case may be. (c) Borrower agrees to pay on the Third Restatement Date to Administrative Agent, for the account of each Lender party to this Agreement as a Lender on Third Restatement Date, as fee compensation for the funding of such Lender’s Tranche B Term Loans, a closing fee in an amount equal to the percentage of the stated principal amount of such Lender’s Tranche B Term Loans set forth in Schedule 2.11(c) payable to such Lender from the proceeds of its Tranche B Term Loan as and when funded on the Third Restatement Date. Such closing fee will be in all respects fully earned, due and payable on the Third Restatement Date and non-refundable and non-creditable thereafter. (d) All fees referred to in Section 2.11(a) and 2.11(b)(i) shall be calculated on the basis of a 360-day year and the actual number of days elapsed and shall be payable quarterly in arrearsarrears on March 31, June 30, September 30 and December 31 of each year during the Revolving Commitment Period, commencing on March 31, 2012, and if there is on the Revolving Commitment Termination Date. (e) In addition to any change of the foregoing fees, Borrower agrees to pay to Agents such other fees in the Applicable Margin during any quarter, amounts and at the actual daily amount shall be computed and multiplied by the Applicable Margin times separately for each period during such quarter that such Applicable Margin was in effectagreed upon. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion of the Commitments.- 68 -

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

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

Fees. (a) The Borrower shall Borrowers jointly and severally agree to pay in arrears to each Lender in dollars, through the Administrative Agent, for the account commencing on last day of each Lender in accordance with its PercentageMarch 31, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin times (ii) the actual daily amount by which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans 1999 and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until the Revolving Credit Termination Date, including at any time during which one or more of the conditions in Article VI is not met, and shall be due and payable quarterly in arrears thereafter on the last Business Day day of each March, June, September and DecemberDecember in each year and on each date on which any Revolving Commitment of such Lender shall expire or be terminated as provided herein, a commitment fee (a "Commitment Fee") equal to the Applicable Percentage per annum in effect from time to time of the average daily unused amount of the Revolving Commitments of such Lender (determined without regard to Swingline Exposure attributable to Swingline Dollar Loans) during the preceding quarter (or other period commencing with the first such date to occur after hereof or ending with the Closing Revolving Maturity Date, and or the date on which the Revolving Credit Termination DateCommitments of such Lender shall expire or be terminated); provided, however, that (A) no Commitment Fee shall accrue on if any Revolving Exposure remains outstanding following any such expiration or termination of the Revolving Commitments, the Commitment of a Defaulting Lender Fees with respect to such Revolving Exposure shall continue to accrue for so long as such Lender Revolving Exposure remains outstanding and shall be payable on demand. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a Defaulting Lender year of 360 days and (B) any Commitment Fee accrued with respect shall be determined without regard to the Commitment limitation in Section 2.1(iii) or the occurrence of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting LenderDefault or Event of Default. The Commitment Fee due to each Lender shall commence to accrue on the date hereof and shall cease to accrue on the date on which the Revolving Commitments of such Lender shall expire or be calculated quarterly in arrears, terminated as provided herein and if there is not any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately remaining Revolving Exposure for each period during such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion of the CommitmentsLender.

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

Fees. (a) The Borrower shall Xxxxx agrees to pay to the Administrative Agent, Agent for the account of each Lender in accordance with its Percentage, a commitment fee (fee, which shall accrue at the “Applicable Margin on the average daily unused amount of the Tranche A Revolving Commitment Fee”) at a rate per annum equal of such Lender during the period from and including the date hereof to but excluding the date on which such Tranche A Revolving Commitment terminates and M-I LLC agrees to pay to the product Administrative Agent for the account of each Lender a commitment fee, which shall accrue at the Applicable Margin on the average daily unused amount of the Tranche B Revolving Commitment of such Lender during the period from and including the date hereof to but excluding the date on which such Tranche B Revolving Commitment terminates. For purposes of computing such commitment fees, (i) a Tranche A Revolving Commitment of a Lender shall be deemed to be used to the Applicable Margin times extent of the Tranche A Revolving Exposure plus the then current unused balance of the Tranche B Revolving Commitments of such Lender, (ii) a Tranche B Revolving Commitment of a Lender shall be deemed to be used to the actual daily amount by which extent of the Commitments exceed the sum Tranche B Revolving Exposure of such Lender, and (yiii) the Outstanding Amount Swingline Exposure of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee each Lender shall accrue at all times from the Closing Date until the Revolving Credit Termination Datebe disregarded, including at any time during which one or more except in respect of the conditions in Article VI is not metSwingline Lender, and whose Tranche A Revolving Commitment shall be reduced by the Swingline Exposure for purposes of calculating fees due and under this Section 2.10(a). Accrued commitment fees shall be payable quarterly in arrears on the last Business Day first day of January, April, July and October of each March, June, September year and Decemberon the date on which the applicable Revolving Commitments terminate, commencing with on the first such date to occur after the Closing Date, and on the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lenderdate hereof. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount All commitment fees shall be computed on the basis of a year of 360 days and multiplied by shall be payable for the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes actual number of clarification, Swingline Loans shall not be considered outstanding for purposes of determining days elapsed (including the unused portion of first day but excluding the Commitmentslast day).

Fees. (a) The ai For the period from the Closing Date to and including the Revolving Credit Commitment Termination Date, the Borrower shall pay to the Administrative Agent, for the ratable account of the Lenders, a commitment fee of .50% per annum (computed on a basis of a 360-day year and for the actual days elapsed) on an amount equal to the average daily difference between (i) the Revolving Credit Commitment Amount and (ii) the sum of the aggregate outstanding principal amount of Revolving Loans and L/C Obligations, such commitment fees to be calculated, for any day. Such fee shall be payable monthly in arrears commencing on August 31, 1999, and on the last day of each Lender calendar month thereafter and on the Maturity Date applicable to the Revolving Loans, unless the Revolving Credit Commitment is terminated in whole on an earlier date, in which event the commitment fee for the period to but not including the date of termination shall be paid in whole on the date of such termination. (bi LETTER OF CREDIT FEES. Commencing upon the date of issuance or extension of any Letter of Credit and on the last day of each calendar month thereafter, the Borrower shall pay to the Agent, for the ratable benefit of the Lenders, monthly in arrears (pro rated, if necessary for any portion of such month) commencing August 31, 1999 and continuing thereafter until the expiration date for such Letter of Credit, a non-refundable fee equal to the face amount of such Letter of Credit times the Applicable Margin for Eurodollar Loans then in effect, calculated in each case on the basis of a 360-day year and for the actual days in the period; PROVIDED THAT the minimum fee for any Letter of Credit shall be $500. In addition, the Borrower shall pay to the Agent, solely for the Agent's account, reasonable administrative and amendment fees and expenses for Letters of Credit established by the Agent from time to time in accordance with its Percentage, a commitment fee (customary practices and as agreed between the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin times (ii) the actual daily amount by which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans Agent and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until the Revolving Credit Termination Date, including at any time during which one or more of the conditions in Article VI is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change the fronting fee described in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion of the CommitmentsFee Letter.

Fees. (a) The Borrower In consideration of the services to be performed by Manager, Owner shall pay to Manager (and Manager shall be entitled to retain from the Administrative Agentresults of operation of the Property) the Base Management Fee and, if applicable, the Incentive Management Fee, payable for each Fiscal Month in arrears promptly after delivery to Owner of the account Interim Statements for each Fiscal Month delivered pursuant to Section 8.1(a) below (including an invoice detailing the monthly Management Fees then due and payable) and approval by Owner’s internal auditor, provided that such payment of each Lender in accordance with its Percentagethe Incentive Management Fee, a commitment fee if due and payable pursuant to this Section 5.1(a), shall be made not later than the date that is ten (10) days following the “Commitment delivery to Owner of such Interim Statements; provided, however, that payment of the Management Fees (i.e., Base Management Fee and/or Incentive Management Fee”) at a rate per annum equal shall be subordinate to the product of (i) the Applicable Margin times payment of all amounts taken into account in calculating Net Income and (ii) all items taken into account in calculating EBITDA in the actual daily amount applicable Fiscal Year or portion thereof (any such deferred amounts hereinafter referred to the “Deferred Management Fees”). Any Deferred Management Fees shall be accrued and shall remain as a deferred liability of Owner, payable by which Owner in subsequent Fiscal Years to the Commitments exceed the sum extent of net cash flow after paying all amounts referred to in clauses (yi) the Outstanding Amount of Revolving Loans and (zii) the Outstanding Amount of LC Obligations. The Commitment Fee above then due and owing for such Fiscal Year; provided, however, any Deferred Management Fees due and owing to Manager shall accrue at all times from the Closing Date until the Revolving Credit Termination Date, including at any time during which one or more of the conditions in Article VI is not met, bear interest and shall be due extinguished, released and deemed satisfied upon the maturity of the Loan (whether such maturity is the result of the terms of the GVR Loan Documents or pursuant to any acceleration of the maturity date permitted thereunder). Any Deferred Management Fees shall be payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur immediately after the Closing Date, and on Management Fees for the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable then current Fiscal Year have been paid in full by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion of the CommitmentsOwner.

Fees. (a) The Borrower shall agrees to pay to the Administrative Agent, for the account of each Lender in accordance with its PercentageLender, a an unused commitment fee (the “Unused Commitment Fee”) at a rate per annum equal to the product Applicable Rate times the daily average of (i) the Applicable Margin times (ii) the actual daily amount by which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligationstotal Unused Commitments. The Such Unused Commitment Fee shall accrue at all times from be calculated on the Closing Date until the Revolving Credit Termination Date, including at any time during which one or more basis of the conditions in Article VI is not met, and a year consisting of 360 days. The Unused Commitment Fee shall be due and payable quarterly in arrears on the last Business Day day of each March, June, September and DecemberDecember of each year, commencing with the first such date to occur after the Closing Effective Date, and on the Revolving Credit Termination Date; provided, that (A) no Maturity Date for any period then ending for which the Unused Commitment Fee shall accrue not have been theretofore paid. In the event the Aggregate Commitment terminates on any date other than the last day of March, June, September or December of any year, the Borrower agrees to pay to the Administrative Agent, for the account of each Lender, on the date of such termination, the pro rata portion of the Unused Commitment Fee due for the period from the last day of the immediately preceding March, June, September or December, as the case may be, to the date such termination occurs. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a Defaulting Lender so long as participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Loans on the face amount of each Letter of Credit during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender shall be a Defaulting Lender ceases to have any LC Exposure, and (Bii) to the Issuing Bank a fronting fee for each Letter of Credit equal to 0.125% per annum on the face amount of such Letter of Credit during the period from and including the Effective Date to but excluding the later of the date of termination of the Aggregate Commitment and the date on which there ceases to be any Commitment Fee accrued LC Exposure (but in no event less than $500 per annum), as well as the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Aggregate Commitment of a Defaulting Lender during terminates and any such fees accruing after the period prior date on which the Aggregate Commitment terminates shall be payable on demand. Any other fees payable to the time such Lender became a Defaulting Lender and unpaid at such time Issuing Bank pursuant to this paragraph shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion of the Commitments.within 10 days after

Fees. (a) The Borrower shall promptly pay when due the reasonable fees of the Construction Consultant, all reasonable out-of-pocket costs and expenses, including, without limitation, appraisal fees (to the Administrative Agentextent provided herein), recording fees and charges, abstract fees, title policy fees, escrow fees, reasonable attorneys' fees, fees of inspecting architects and engineers to the extent provided hereunder in connection with Advances, environmental consultants to the extent provided in the Supplemental Loan Mortgage, mortgage servicing fees and expenses, and all other reasonable costs and expenses of every character which have been incurred or which may hereafter be incurred by Agent in connection with the preparation and execution of the Supplemental Loan Documents, including any extension, amendment or modification thereof, the funding of the Supplemental Loan, and enforcement of the Supplemental Loan Mortgage, the Supplemental Loan Note, and the other Supplemental Loan Documents, and for any services which may be required in addition to those normally and reasonably contemplated hereby and or by the other Loan Documents or which may be required in the negotiation, preparation, execution and delivery of any consents, amendments, waivers or other modifications to this Agreement and the other Loan Documents and any subordination, non-disturbance and attornment agreement or Lease approvals, the releases of Residential Units or other documents or matters requested by Borrower; including, without limitation, reasonable attorneys' fees in any action for the account foreclosure of each Lender the Supplemental Loan Mortgage and the collection of the Supplemental Loan, and all such fees incurred in accordance connection with its Percentageany bankruptcy or insolvency proceeding; and Borrower will, a commitment fee within thirty (30) days after demand by Agent (together with reasonable evidence of incurrence of such expenses), reimburse Agent for all such reasonable expenses which have been incurred. All amounts incurred or paid by Agent under this Section 4.1.20, together with interest thereon at the “Commitment Fee”) at a rate per annum equal Default Rate from the due date until paid by Borrower, shall be added to the product of (i) the Applicable Margin times (ii) the actual daily amount by which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until the Revolving Credit Termination Date, including at any time during which one or more of the conditions in Article VI is not met, Debt and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable secured by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion lien of the CommitmentsSupplemental Loan Mortgage.

Fees. (a) The Borrower shall agrees to pay to each Lender, through the Administrative Agent, for on the account last Business Day of March, June, September and December in each year and on each date on which any Commitment of such Lender in accordance with its Percentageshall expire or be terminated as provided herein, a commitment fee (the “a "Commitment Fee”") at a rate per annum equal to the product Applicable Percentage in effect from time to time on the daily unused amount of the Revolving Credit Commitment of such Lender during the preceding quarter (i) or other period commencing with the Applicable Margin times (ii) date hereof or ending with the actual daily amount by Revolving Credit Maturity Date or the date on which the Commitments exceed of such Lender shall expire or be terminated). All Commitment Fees shall be computed on the sum basis of (y) the Outstanding Amount actual number of Revolving Loans and (z) the Outstanding Amount days elapsed in a year of LC Obligations360 days. The Commitment Fee due to each Lender shall commence to accrue at all times from on the Closing Date until date hereof and shall cease to accrue on the date on which the Commitment of such Lender shall expire or be terminated as provided herein. For purposes of calculating Commitment Fees only, no portion of the Revolving Credit Termination Date, including at any time during which one or more of the conditions in Article VI is not met, and Commitments shall be due deemed utilized as a result of outstanding Swingline Loans. (b) The Borrower agrees to pay to the Administrative Agent, for its own account, the administrative fees set forth in the Fee Letter at the times and payable quarterly in arrears the amounts specified therein (the "Administrative Agent Fees"). (c) The Borrower agrees to pay (i) to each Revolving Credit Lender, through the Administrative Agent, on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, December of each year and on the date on which the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be terminated as provided herein, a Defaulting Lender fee (an "L/C Participation Fee") calculated on such Lender's Pro Rata Percentage of the daily aggregate 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 all Letters of Credit have been canceled or have expired and the Revolving Credit Commitments of all Lenders shall have been terminated) at a rate per annum equal to the Applicable Percentage from time to time used to determine the interest rate on Revolving Credit Borrowings comprised of Eurodollar Loans pursuant to Section 2.06, and (Bii) any Commitment Fee accrued to the Issuing Bank with respect to each Letter of Credit, the Commitment of a Defaulting Lender during fronting fees separately agreed upon from time to time between the period prior Borrower and the Issuing Bank and the standard issuance and administrative fees specified from time to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting LenderIssuing Bank (the "Issuing Bank Fees"). The Commitment Fee shall be calculated quarterly in arrears, All L/C Participation Fees and if there is any change in the Applicable Margin during any quarter, the actual daily amount Issuing Bank Fees shall be computed and multiplied by on the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion basis of the Commitmentsactual number of days elapsed in a year of 360 days. (d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the Issuing Bank. Once paid, none of the Fees shall be refundable under any circumstances. SECTION 2.06.

Fees. (a) The Borrower shall Borrowers agree to pay to the Administrative Agent, for the account of each Lender in accordance with its PercentageLender, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin times (ii) the actual daily amount by fee, which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times the applicable Commitment Fee Rate on the average daily amount of the Available Commitment, as applicable, of such Lender during the period from and including the Closing Date until to but excluding the Revolving Credit Termination Date, including at date on which the Lenders’ Commitments terminate; provided that any time during which one or more of the conditions in Article VI is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Revolving Credit Termination Date; provided, that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Commitment Fee commitment fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrowers prior to such time; provided, further, that no commitment fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Commitment Fee Accrued commitment fees shall be calculated quarterly payable in arrearsarrears on the last Business Day of each March, June, September and if there is any change in December (commencing September 28, 2007) and on the Applicable Margin during any quarterdate on which the Commitments terminate, commencing on the actual daily amount first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 365 or 366 days and multiplied by shall be payable for the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effectactual number of days elapsed (including the first day but excluding the last day). For purposes of clarificationcalculating the commitment fees only, Swingline Loans shall not be considered outstanding for purposes of determining the unused no portion of the CommitmentsCommitments shall be deemed utilized as a result of outstanding Swingline Loans.