Common use of Fees Clause in Contracts

Fees. (a) The Company agrees to pay to the Administrative Agent, in US Dollars, for the account of the office (or Affiliate) of each Lender from which such Lender would make Loans to the Company in US Dollars hereunder, a facility fee, which shall accrue at the Applicable Rate on the daily amount of the Commitments of such Lender (whether used or unused) or, after the termination of the Commitments, on the Revolving Credit Exposure of such Lender, during the period from and including the Effective Date but excluding the Maturity Date; provided that, if such Lender shall continue to have any Revolving Credit Exposure after the Maturity Date, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the Maturity Date to but excluding the date on which such Lender shall cease to have any Revolving Credit Exposure. Accrued facility fees shall be payable in arrears on the last day of March, June, September and December of each year, on any date prior to the Maturity Date on which all the Commitments shall have terminated and on the Maturity Date, commencing on the first such date to occur after the Effective Date; provided that any facility fees accruing after the Maturity Date shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrowers agree to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to each such Lender’s participations in Letters of Credit, which fee shall accrue at the Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans on the 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 terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily aggregate amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (in each case 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, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or the processing of drawings thereunder. Participation fees and fronting fees accrued under this paragraph through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on any date on which the Commitments shall terminate and any such fees accruing after the date on which the Commitments shall have terminated shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees payable under this paragraph shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Person specified above for its own account or, in the case of facility fees and participation fees paid to the Agents, for distribution to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent, in US Dollars, Agent for the account of the office (or Affiliate) of each Lender from which such Lender would make Loans to the Company in US Dollars hereunder, a facility fee, which shall accrue at the Applicable Rate on the daily amount of the Commitments Commitment of such Lender (whether used or unused) or, after the termination of the Commitments, on the Revolving Credit Exposure of such Lender, during the period from and including the Restatement Effective Date to but excluding the Maturity Datedate on which such Commitment terminates; provided that, if such Lender shall continue continues to have any Revolving Credit Exposure after the Maturity Dateits Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender▇▇▇▇▇▇’s Revolving Credit Exposure from and including the Maturity Date date on which its Commitment terminates to but excluding the date on which such Lender shall cease ceases to have any Revolving Credit Exposure. Accrued facility Facility fees shall be payable in arrears on accrued through and including the last day of March, June, September and December of each year, year shall be payable in arrears on any date prior to the Maturity Date on which all fifteenth day following the Commitments shall have terminated such last day and on the Maturity Datedate on which the Commitments terminate, commencing on the first such date to occur after the Effective Datedate hereof; provided that any facility fees accruing after the Maturity Date date on which the Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrowers agree Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to each such Lender’s its participations in Letters of Credit, which fee shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Term Benchmark Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Restatement Effective Date to but excluding the later of the date on which such Lender▇▇▇▇▇▇’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, Exposure and (ii) to each Issuing Bank for its own account a fronting fee, which shall accrue at the rate of 0.125% or rates per annum separately agreed upon between the Borrower and such Issuing Bank on the average daily aggregate amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Bank (in each case 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 of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or the processing of drawings thereunder. Participation fees and fronting fees accrued under this paragraph through and including the last day of March, June, September and December of each year shall be payable on the third Business Day fifteenth day following such last day, commencing on the first such date to occur after the Restatement Effective Date; provided that all such fees shall be payable on any the date on which the Commitments shall terminate and any such fees accruing after the date on which the Commitments shall have terminated terminate shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this paragraph shall be payable within 10 ten (10) days after demand. All participation fees and fronting fees payable under this paragraph shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Company Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Person specified above Administrative Agent (or to an Issuing Bank, in the case of fees payable to it) for its own account ordistribution, in the case of facility fees and participation fees paid to the Agentsfees, for distribution to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent, in US Dollars, Agent for the account of the office (or Affiliate) of each Lender from which such Lender would make Loans to the Company in US Dollars hereunder, a facility fee, which shall accrue at the Applicable Rate facility fee rate per annum determined pursuant to the Pricing Grid, on the daily amount of the Commitments Commitment of such Lender (whether used or unused) or, after the termination of the Commitments, on the Revolving Credit Exposure of such Lender, during the period from and including the Effective Date to but excluding the Maturity Datedate on which such Commitment terminates; provided that, that if such a Lender shall continue continues to have any Revolving Credit Exposure after the Maturity Dateits Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the Maturity Date date on which its Commitment terminates to but excluding the date on which such Lender shall cease ceases to have any Revolving Credit Exposure. Accrued facility Facility fees shall be payable in arrears on accrued through and including the last day of March, June, September and December of each year, on any date prior to the Maturity Date on which all the Commitments year shall have terminated and be payable in arrears on the Maturity Date15th day following such last day, commencing on the first such date to occur after the Effective Date, and accrued facility fees shall also be due and payable on the date on which all Commitments shall have terminated; provided that any facility fees accruing on the Revolving Credit Exposure after the Maturity Date date on which a Commitment terminates shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrowers agree Borrower agrees to pay to the Administrative Agent, for its own account, fees in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. Such fees shall be fully earned when paid. (c) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to each such Lender’s its participations in Letters of Credit, which fee shall accrue at a rate per annum equal to the Applicable Rate used to determine the interest rate Margin applicable to Eurocurrency Revolving interest on Term SOFR Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates the Commitments terminate and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank Lender a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily aggregate amount of the portion of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank Lender (in each case 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 on which the Commitments terminate and the date on which there ceases to be any such LC Exposure, as well as each of such Issuing BankLender’s standard fees with respect to the issuance, amendment, renewal amendment or extension of any Letter of Credit or the processing of drawings thereunder. Participation fees and fronting fees accrued under this paragraph through and including the last day of March, June, September and December of each year shall be payable in arrears on the third Business Day 15th day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on any the date on which the Commitments shall terminate and any such fees accruing after the date on which the Commitments shall have terminated terminate shall be payable on demand. Any other fees payable to any the Issuing Bank Lenders pursuant to this paragraph Section 5.07(c) shall be payable within 10 days promptly after demand. All participation fees and fronting fees payable under this paragraph shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Person specified above Administrative Agent or to the Issuing Lenders, as applicable, for its own account ordistribution, in the case of facility fees and participation fees paid fees, to the Agents, for distribution to the LendersLenders entitled thereto. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent, in US Dollars, Agent for the account of the office (or Affiliate) of each Lender from which such Lender would make Loans to the Company in US Dollars hereunder, a facility commitment fee, which shall accrue at the Applicable Rate on the daily amount of the Commitments Available Revolving Commitment of such Lender (whether used or unused) or, after the termination of the Commitments, on the Revolving Credit Exposure of such Lender, during the period from and including the Effective Date to but excluding the Maturity Datedate on which such Commitment terminates; provided that, if such Lender shall continue continues to have any Revolving Credit Exposure after the Maturity Dateits Commitment terminates, then such facility commitment fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the Maturity Date date on which its Commitment terminates to but excluding the date on which such Lender shall cease ceases to have any Revolving Credit Exposure. Accrued facility commitment fees shall be payable in arrears on the last day of March, June, September and December of each year, on any date prior to the Maturity Date on which all the Commitments shall have terminated year and on the Maturity Datedate on which the Commitments terminate, commencing on the first such date to occur after the Effective Date; provided that any facility fees accruing after the Maturity Date shall be payable on demanddate hereof. All facility commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrowers agree Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to each such Lender’s its participations in Letters of Credit, which fee shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Eurodollar Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, Exposure and (ii) to each the Issuing Bank for its own account a fronting fee, which shall accrue at the rate of 0.125% per annum (or such other rate as is mutually agreed upon by the Borrower and the Issuing Bank) on the average daily aggregate amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (in each case excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by the Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as such the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or the processing of drawings thereunder. Participation Unless otherwise specified above, participation fees and fronting fees accrued under this paragraph through and including the last day of March, June, September and December of each year shall be payable on the third (3rd) Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on any the date on which the Commitments shall terminate and any such fees accruing after the date on which the Commitments shall have terminated terminate shall be payable on demand. Any other fees payable to any the Issuing Bank pursuant to this paragraph shall be payable within 10 ten (10) days after demand. All participation fees and fronting fees payable under this paragraph shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Company Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in Dollars and immediately available funds, to the Person specified above for its own account orAdministrative Agent (or to the Issuing Bank, in the case of facility fees payable to it) for distribution, in the case of commitment fees and participation fees paid to the Agentsfees, for distribution to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent, in US Dollars, Agent for the account of the office (or Affiliate) of each Lender from which such Lender would make Loans to the Company in US Dollars hereunder, with a facility Revolving Commitment a commitment fee, which shall accrue at the Applicable Rate on the daily amount of the Commitments difference between the Revolving Commitment of such Lender (whether used or unused) or, after the termination of the Commitments, on and the Revolving Credit Exposure (excluding Swingline Exposure) of such Lender, Lender during the period from and including the Effective Date but excluding the Maturity Date; provided that, if such Lender shall continue to have any Revolving Credit Exposure after the Maturity Date, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the Maturity Date date hereof to but excluding the date on which such Lender shall cease to have any Revolving Credit ExposureCommitment terminates. Accrued facility commitment fees shall be payable in arrears on the last day of March, June, September and December of each year, on any date prior to the Maturity Date on which all the Commitments shall have terminated year and on the Maturity Datedate on which the Revolving Commitments terminate, commencing on the first such date to occur after the Effective Date; provided that any facility fees accruing after the Maturity Date shall be payable on demanddate hereof. All facility commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrowers agree Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to each such Lender’s its participations in Letters of Credit, which fee shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each the Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% or rates per annum separately agreed upon between the Borrower and the Issuing Bank on the average daily aggregate amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (in each case excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as such the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or the processing of drawings thereunder. Participation fees and fronting fees accrued under this paragraph through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on any the date on which the Revolving Commitments shall terminate and any such fees accruing after the date on which the Revolving Commitments shall have terminated terminate shall be payable on demand. Any other fees payable to any the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees payable under this paragraph shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Company Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Person specified above for its own account orAdministrative Agent (or to the Issuing Bank, in the case of facility fees payable to it) for distribution, in the case of commitment fees and participation fees paid fees, to the Agents, for distribution to the LendersLenders with a Revolving Commitment or Revolving Credit Exposure. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company agrees to pay to the Administrative Agent, in US Dollars, Agent for the account of the office (or Affiliate) of each Revolving Lender from which such Lender would make Loans to the Company in US Dollars hereunder, a facility commitment fee, which shall accrue at the Applicable Rate on the daily amount of the Commitments Available Revolving Commitment of such Lender (whether used or unused) or, after the termination of the Commitments, on the Revolving Credit Exposure of such Lender, during the period from and including the Original Effective Date to but excluding the Maturity Datedate on which such Commitment terminates; provided that, if such Lender shall continue continues to have any Revolving Credit Exposure after the Maturity Dateits Revolving Commitment terminates, then such facility commitment fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the Maturity Date date on which its Revolving Commitment terminates to but excluding the date on which such Lender shall cease ceases to have any Revolving Credit Exposure. Accrued facility commitment fees shall be payable in arrears on the last day of March, June, September and December of each year, on any date prior to the Maturity Date on which all the Commitments shall have terminated year and on the Maturity Datedate on which the Revolving Commitments terminate, commencing on the first such date to occur after the Original Effective Date; provided that any facility fees accruing after the Maturity Date shall be payable on demand. All facility commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrowers agree Company agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to each such Lender’s its participations in Letters of Credit, which fee shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans on the average daily amount Dollar Amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Original Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, Exposure and (ii) to each Issuing Bank for its own account a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily aggregate amount Dollar Amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Bank (in each case excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Original Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or the processing of drawings thereunder. Participation Unless otherwise specified above, participation fees and fronting fees accrued under this paragraph through and including the last day of March, June, September and December of each year shall be payable on the third (3rd) Business Day following such last day, commencing on the first such date to occur after the Original Effective Date; provided that all such fees shall be payable on any the date on which the Revolving Commitments shall terminate and any such fees accruing after the date on which the Revolving Commitments shall have terminated terminate shall be payable on demand. Any other fees payable to any the Issuing Bank Banks pursuant to this paragraph shall be payable within 10 ten (10) days after demand. All participation fees and fronting fees payable under this paragraph shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Participation fees and fronting fees in respect of Letters of Credit shall be paid in Dollars. (c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in Dollars (except as otherwise expressly provided in this Section 2.12) and immediately available funds, to the Person specified above for its own account orAdministrative Agent (or to any Issuing Bank, in the case of facility fees payable to it) for distribution, in the case of commitment fees and participation fees paid fees, to the Agents, for distribution to the applicable Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company agrees to pay to the Administrative Agent, in US Dollars, Agent for the account of the office (or Affiliate) of each Lender from which such Lender would make Loans to the Company in US Dollars hereunder, a facility fee, which shall accrue at the Applicable Rate on the daily amount of the Commitments Commitment of such Lender (whether used or unused) or, after the termination of the Commitments, on the Revolving Credit Exposure of such Lender, during the period from and including the Effective Date to but excluding the Maturity Datedate on which such Commitment terminates; provided that, that if such Lender shall continue continues to have any Revolving Credit Exposure after the Maturity Dateits Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the Maturity Date date on which its Commitment terminates to but excluding the date on which such Lender shall cease ceases to have any Revolving Credit Exposure. Accrued facility fees shall be payable in arrears on the last day of March, June, September and December of each year, on any date prior to the Maturity Date on which all the Commitments shall have terminated and on the Maturity Date, commencing on the first such date to occur after the Effective Date, and on the date on which the Commitments shall have terminated and the Lenders shall have no Revolving Credit Exposure; provided that any facility fees accruing after the Maturity Date Commitments shall have terminated shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrowers agree Company agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to each such Lender’s its participations in Letters of Credit, which fee shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency LIBOR Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily aggregate amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (in each case 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, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or the processing of drawings thereunder. Participation Accrued participation fees and fronting fees accrued under this paragraph through and including shall be payable in arrears on the last day of March, June, September and December of each year shall be payable on the third Business Day following such last dayyear, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on any the date on which the Commitments shall terminate and any such fees accruing after the date on which the Commitments shall have terminated terminate shall be payable on demand. Any other fees payable to any an Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees payable under this paragraph shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Person specified above Administrative Agent (or to the Issuing Banks, in the case of fees payable to it) for its own account ordistribution, in the case of facility fees and Letter of Credit participation fees paid fees, to the Agents, for distribution to the LendersPersons entitled thereto. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company agrees to pay to the Administrative Agent, in US Dollars, for the account of the office (or Affiliate) of each Lender from which such Lender would make Loans to the Company in US Dollars hereunderLender, a facility fee, which shall accrue at the Applicable Rate on the daily amount of the Commitments each Commitment of such Lender (Lender, whether used or unused) or, after the termination of the Commitments, on the Revolving Credit Exposure of such Lender, during the period from and including the Effective Date to but excluding the Maturity Datedate on which such Commitment terminates; provided that, if such any Lender shall continue continues to have any Revolving Credit Exposure under any Tranche after the Maturity Dateits Commitment of such Tranche terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure under such Tranche from and including the Maturity Date date on which such Commitment terminates to but excluding the date on which such Lender shall cease ceases to have any Revolving Credit ExposureExposure under such Tranche. Accrued facility fees shall be payable in arrears on the last first day of MarchJanuary, JuneApril, September July and December October of each year, on any date prior to the Maturity Date on which all the Commitments shall have terminated and on the Maturity Date, commencing on the first such date to occur after the Effective DateDate and, with respect to the Commitments of any Tranche, on the date on which the Commitments of such Tranche shall terminate; provided that any facility fees accruing on the Revolving Credit Exposure under any Tranche after the Maturity Date date on which the Commitments of such Tranche terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrowers agree Company agrees to pay (i) to the Administrative Agent Agent, in US Dollars for the account of each Tranche One Lender or each Tranche Two Lender, as applicable, a participation fee with respect to each such Lender’s its participations in Letters of Credit, which fee shall accrue at the Applicable Rate used to determine the interest rate applicable to Eurocurrency LIBOR Revolving Loans Loans, on the 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 terminates and the date on which such Lender ceases to have any LC Exposure, Exposure and (ii) to each Issuing Bank a fronting fee, which shall accrue at the a rate of 0.125% per annum separately agreed upon between the Company and the applicable Issuing Bank on the average portion of the daily aggregate amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Bank (in each case 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, as well as such each Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or the processing of drawings thereunder. Participation fees and fronting fees accrued under this paragraph or becoming payable in respect of Letters of Credit through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on any the date on which the Commitments shall terminate and any such fees accruing after the date on which the Commitments shall have terminated terminate shall be payable on demand. Any other fees payable to any the Issuing Bank Banks pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees payable under this paragraph shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) Each Canadian Borrowing Subsidiary agrees to pay to the Administrative Agent, for the account of each Tranche One Lender, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted and purchased hereunder, in Canadian Dollars, an acceptance fee computed by multiplying the aggregate face amount of the B/As accepted by such Lender on such date by the product of (i) the Applicable Rate (being the applicable “B/A Stamping Fee” set forth in the definition of such term) on such date and (ii) a fraction, the numerator of which is the number of days in the Contract Period applicable to such B/As and the denominator of which is 365. (d) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. (de) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Person specified above Administrative Agent or to the Issuing Banks (in the case of fees payable to them) for its own account or, distribution (i) in the case of facility fees and participation fees paid fees, to the AgentsLenders and (ii) in the case of the participation fees, for distribution to the Tranche One Lenders or Tranche Two Lenders, as applicable and (iii) in the case of acceptance fees, to the Tranche One Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent, in US Dollars, for the account of the office (or Affiliate) of each Lender from which such Lender would make Loans to the Company in US Dollars hereunder, a facility fee, which shall accrue at the Applicable Rate on the daily amount of the Commitments of such Lender (whether used or unused) or, after the termination of the Commitments, on the Revolving Credit Exposure of such Lender, during the period from and including the Effective Date but excluding the Maturity Date; provided that, if such Lender shall continue to have any Revolving Credit Exposure after the Maturity Date, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the Maturity Date to but excluding the date on which such Lender shall cease to have any Revolving Credit Exposure. Accrued facility fees shall be payable in arrears on the last day of March, June, September and December of each year, on any date prior to the Maturity Date on which all the Commitments shall have terminated and on the Maturity Date, commencing on the first such date to occur after the Effective Date; provided that any facility fees accruing after the Maturity Date shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrowers agree to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to each such Lender’s its participations in Letters each Letter of Credit, which fee shall accrue at the Participation Fee Rate set forth in the definition of “Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans 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 terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each the Issuing Bank for its own account a fronting fee, which shall accrue at the rate Fronting Fee Rate set forth in the definition of 0.125% per annum “Applicable Rate” on the average daily aggregate amount of that portion of the LC Exposure attributable to Letters of Credit issued by such the Issuing Bank (in each case 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 ExposureExposure attributable to the Issuing Bank, as well as such the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any each Letter of Credit or the processing of drawings thereunder. Participation fees and fronting fees accrued under this paragraph through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided provided, that all such fees shall be payable on any the date on which the Commitments shall terminate and any such fees accruing after the date on which the Commitments shall have terminated terminate shall be payable on demand. Any other fees payable to any the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees payable under this paragraph shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last daylast). (cb) The Company Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company Borrower and the Administrative Agent. (dc) All fees payable hereunder shall be paid in Dollars on the dates due, in immediately available funds, to the Person specified above for its own account orAdministrative Agent (or to the Issuing Bank, in the case of facility fees and payable to it) for distribution, in the case of participation fees paid to the Agentsfees, for distribution to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent, in US Dollars, Agent for the account of the office (or Affiliate) of each Lender from which such Lender would make Loans to the Company in US Dollars hereunder, a facility fee, which shall accrue at the Applicable Rate on the daily amount of the Commitments then effective Commitment of such Lender (whether used or unused) or, after the termination of the Commitments, on the Revolving Credit Exposure of such Lender, during the period from and including the Effective Closing Date to but excluding the Maturity Datedate on which such Commitment expires or is terminated; provided that, if such Lender shall continue continues to have any Revolving Credit Exposure after the Maturity Dateits Commitment terminates or expires, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the Maturity Date date on which its Commitment terminates to but excluding the date on which such Lender shall cease ceases to have any Revolving Credit Exposure. Accrued facility fees with respect to each Lender shall be payable in arrears on the last day of March, June, September and December of each year, on any date prior to the Maturity Date on which all the Commitments shall have terminated year and on the Maturity Datedate on which the Commitment of such Lender terminates or expires, commencing on the first such date to occur after the Effective Datedate hereof; provided that any facility fees accruing after the Maturity Date date on which the Commitment of such Lender terminates or expires shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 365 (or 366 in the case of a leap year) days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrowers agree Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to each such Lender’s its participations in Letters of Credit, which fee shall accrue at a rate per annum equal to the Applicable Rate used to determine the interest rate applicable to Eurocurrency interest on Eurodollar Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Closing Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% or rates per annum separately agreed upon between the Borrower and such Issuing Bank on the average daily aggregate amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (in each case excluding any portion thereof attributable to unreimbursed LC Disbursements) relating to the Letters of Credit issued by such Issuing Bank during the period from and including the Effective Closing Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any such LC Exposure, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or the processing of drawings thereunder. Participation fees and fronting fees with respect to each Lender and Issuing Bank, respectively, accrued under this paragraph through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Closing Date; provided that all such fees shall be payable on any the date on which the such Lender’s or Issuing Bank’s Commitments shall terminate or expire and any such fees accruing after the date on which the Commitments shall have terminated terminate or expire shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees payable under this paragraph shall be computed on the basis of a year of 360 365 (or 366 in the case of a leap year) days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Company Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Person specified above Administrative Agent (or to an Issuing Bank, in the case of fees payable to it) for its own account ordistribution, in the case of facility fees and participation fees paid to the Agentsfees, for distribution to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent, in US Dollars, Agent for the account of the office (or Affiliate) of each Lender from which such Lender would make Loans to the Company in US Dollars hereunderLender, a facility fee, which shall accrue at a rate per annum equal to the Applicable Rate Margin on the daily amount of the Commitments Commitment of such Lender (whether used or unusedregardless of usage) or, after the termination of the Commitments, on the Revolving Credit Exposure of such Lender, during the period from and including the Effective Date date on which this Credit Agreement becomes effective pursuant to Section 10.6 to but excluding the Maturity Datedate on which such Commitment terminates; provided that, if such Lender shall continue continues to have any Revolving Credit Exposure after the Maturity Dateits Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the Maturity Date date on which such Lender’s Commitment terminates to but excluding the date on which such Lender shall cease ceases to have any Revolving Credit Exposure. Accrued facility fees shall be payable in arrears on the last day of March, June, September and December of each year, on any each date prior to the Maturity Date on which all the Commitments shall have terminated are permanently reduced and on the Maturity Datedate on which the Commitments terminate, commencing on the first such date to occur after the Effective First Restatement Date; , provided that any all unpaid facility fees accruing shall be payable on the date on which the Commitments terminate and provided further that facility fees which accrue after the Maturity Date Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrowers agree Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to each such Lender’s its participations in Letters of Credit, which fee shall accrue at a rate per annum equal to the Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans Margin on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the First Restatement 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, Exposure and (ii) to each the Issuing Bank for its own account a fronting fee, which shall accrue at the rate of 0.125% or rates per annum separately agreed upon between the Borrower and the Issuing Bank on the average daily aggregate amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (in each case excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the First Restatement Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as such the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or the processing of drawings thereunder. Participation Accrued participation fees and fronting fees accrued under this paragraph through and including shall be payable in arrears on the last day of March, June, September and December of each year shall be payable on the third Business Day following such last dayyear, commencing on the first such date to occur after the Effective First Restatement Date; provided that all such fees shall be payable on any the date on which the Commitments shall terminate and any such fees accruing after the date on which the Commitments shall have terminated terminate shall be payable on demand. Any other fees payable to any the Issuing Bank pursuant to this paragraph shall be payable within 10 ten days after demand. All participation fees and fronting fees payable under this paragraph shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Company Borrower agrees to pay to the Administrative Agenteach Credit Party, for its own account, fees and other amounts payable in the amounts and at the times separately agreed upon in writing between the Company Borrower and the Administrative Agentsuch Credit Party. (d) All fees and other amounts payable hereunder shall be paid on the dates due, in immediately available funds, to the Person specified above for its own account or, in the case of facility fees and participation fees paid to the Agents, for distribution to the Lenders. Fees and other amounts paid shall not be refundable under any circumstances.

Fees. (a) The Company agrees to pay to the Administrative Agent, in US Dollars, Agent for the account of the office (or Affiliate) of each Lender from which such Lender would make Loans to the Company in US Dollars hereunder, a facility fee, which shall accrue at the Applicable Rate on the daily amount of the Commitments Facility Commitment of such Lender (whether used or unused) or, after the termination of the Commitments, on the Revolving Credit Exposure of such Lender, during the period from and including the Effective Date date hereof to but excluding the Maturity Datedate on which such Facility Commitment terminates; provided that, if such Lender shall continue continues to have any Revolving Credit Exposure or Competitive Loan Exposure after the Maturity Dateits Facility Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the Maturity Date date on which its Facility Commitment terminates to but excluding the date on which such Lender shall cease ceases to have any Revolving Credit ExposureExposure or Competitive Loan Exposure (the “Facility Fees”). Accrued facility fees Facility Fees shall be payable in arrears on the last day of March, June, September and December of each year, on any date prior to the Maturity Date on which all the Commitments shall have terminated year and on the Maturity Datedate on which the Facility Commitments terminate, commencing on the first such date to occur after the Effective Datedate hereof; provided that any facility fees Facility Fees accruing after the Maturity Date date on which the Facility Commitments terminate shall be payable on demand. All facility fees Facility Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrowers agree Company agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to each such Lender’s its participations in Letters of Credit, which fee shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Eurodollar Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Facility Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each the Issuing Bank Lender a fronting fee, which shall accrue at the rate of 0.125% per annum daily on the average daily aggregate amount of the LC Exposure attributable to then available for drawing under all Letters of Credit issued by such Issuing Bank (in each case excluding any portion thereof attributable Lender at such rate per annum as may be mutually agreed between the Company and such Issuing Lender from time 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 Exposuretime, as well as such the Issuing BankLender’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or the processing of drawings thereunder. Participation fees and fronting fees accrued under this paragraph through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on any the date on which the Commitments shall terminate and any such fees accruing after the date on which the Commitments shall have terminated terminate shall be payable on demand. Any other fees payable to any the Issuing Bank Lender pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees payable under this paragraph shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Person specified above Administrative Agent for its own account ordistribution, in the case of facility fees and participation fees paid to the Agentsfees, for distribution to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company agrees to pay to the Administrative Agent, in US Dollars, Agent for the account of the office (or Affiliate) of each Lender from which such Lender would make Loans to the Company in US Dollars hereunder, a facility fee, which shall accrue at the Applicable Rate on the daily amount of the Commitments Revolving Commitment of such Lender (whether used or unused) or, after the termination of the Commitments, on the Revolving Credit Exposure of such Lender, during the period from and including the Effective Date date of this Agreement to but excluding the Maturity Datedate on which such Revolving Commitment terminates; provided that, if such Lender shall continue continues to have any Revolving Credit Exposure after the Maturity Dateits Revolving Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the Maturity Date date on which its Revolving Commitment terminates to but excluding the date on which such Lender shall cease ceases to have any Revolving Credit Exposure. The Administrative Agent will give the Company three Business Days’ notice of the amount of the facility fee payable on each payment date. Accrued facility fees shall be payable in arrears on the last day of March, June, September and December of each year, on any date prior to the Maturity Date on which all the Commitments shall have terminated year and on the Maturity Datedate on which the Revolving Commitments terminate, commencing on the first such date to occur after the Effective Datedate hereof; provided that any facility fees accruing after the Maturity Date date on which the Revolving Commitments terminate shall be payable on demand. All facility fees in respect of Revolving Commitments shall be payable in Dollars and shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrowers agree Company agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to each such Lender’s its participations in Letters of Credit, which fee shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% agreed upon between such Issuing Bank and the Company per annum on the average daily aggregate amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (in each case excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or the processing of drawings thereunder. Participation fees and fronting fees accrued under this paragraph through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on any the date on which the Revolving Commitments shall terminate and any such fees accruing after the date on which the Revolving Commitments shall have terminated terminate shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees payable under this paragraph shall be payable in Dollars and shall computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in Dollars in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Person specified above Administrative Agent (or to any Issuing Bank, in the case of fees payable to it) for its own account ordistribution, in the case of facility fees and participation fees paid fees, to the Agents, for distribution to the applicable Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent, in US Dollars, Agent for the account of the office (or Affiliate) of each Lender from which such Lender would make Loans to the Company in US Dollars hereunder, a facility fee, which shall accrue at the Applicable Rate on the daily amount of the Commitments Commitment of such Lender (whether used or unused) or, after the termination of the Commitments, on the Revolving Credit Exposure of such Lender, during the period from and including the Effective Date to but excluding the Maturity Datedate on which such Commitment terminates; provided that, if such Lender shall continue continues to have any Revolving Credit Exposure or Term Loans after the Maturity Dateits Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure or Term Loans from and including the Maturity Date date on which its Commitment terminates to but excluding the date on which such Lender shall cease ceases to have any Revolving Credit ExposureExposure or Term Loans. Accrued facility fees shall be payable in arrears on the last day of March, June, September and December of each year, on any date prior to the Maturity Date on which all the Commitments shall have terminated year and on the Maturity Datedate on which the Commitments terminate and the Term Loans are repaid, commencing on the first such date to occur after the Effective Datedate hereof; provided that any facility fees accruing other than on Term Loans after the Maturity Date date on which the Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrowers agree Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation utilization fee with respect in an amount equal to each such Lender’s participations in Letters of Credit, which fee shall accrue at the Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans 0.05% on the 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 terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily aggregate principal amount of the LC Exposure attributable to Letters Loans outstanding for each day on which the sum of such Loans and the loans outstanding under the Five-Year Credit issued by such Issuing Bank (in each case excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later Agreement equal or exceed 50% of the date sum of termination the total amount of the Commitments (or if the Commitments have terminated and Loans are outstanding, the Commitments as in effect immediately prior to termination) and the date total amount of the commitments under the Five-Year Credit Agreement (or, if the commitments thereunder have terminated and there are loans outstanding, the commitments as in effect immediately prior to termination). Accrued utilization fees shall be payable in arrears on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or the processing of drawings thereunder. Participation fees and fronting fees accrued under this paragraph through and including the last day of March, June, September and December of each year shall be payable and on the third Business Day following such last daydate on which the Commitments terminate and the Term Loans are repaid, commencing on the first such date to occur after the Effective Datedate hereof; provided that all such any utilization fees shall be payable accruing other than on any Term Loans after the date on in which the Commitments shall terminate and any such fees accruing after the date on which the Commitments shall have terminated shall be payable on demand. Any other All utilization fees payable to any Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees payable under this paragraph shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Company Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Person specified above Administrative Agent for its own account ordistribution, in the case of facility fees and participation fees paid to the Agents, for distribution to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent, in US Dollars, Agent for the account of the office (or Affiliate) of each Lender from which such Lender would make Loans to the Company in US Dollars hereunder, a facility commitment fee, which shall accrue at the Applicable Rate on the daily amount of the Commitments Available Revolving Commitment of such Lender (whether used or unused) or, after the termination of the Commitments, on the Revolving Credit Exposure of such Lender, during the period from and including the Effective Date to but excluding the Maturity Datedate on which such Commitment terminates; provided that, if such Lender shall continue continues to have any Revolving Credit Exposure after the Maturity Dateits Commitment terminates, then such facility commitment fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the Maturity Date date on which its Commitment terminates to but excluding the date on which such Lender shall cease ceases to have any Revolving Credit Exposure. Accrued facility commitment fees shall be payable in arrears on the last day of March, June, September and December of each year, on any date prior to the Maturity Date on which all the Commitments shall have terminated year and on the Maturity Datedate on which the Commitments terminate, commencing on the first such date to occur after the Effective Datedate hereof; provided that any facility commitment fees accruing after the Maturity Date date on which the Commitments terminate shall be payable on demand. All facility commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrowers agree Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to each such Lender’s its participations in Letters of Credit, which fee shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans on the average daily amount Dollar Amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, Exposure and (ii) to each the relevant Issuing Bank for its own account a fronting fee, which shall accrue at the a rate of 0.125% per annum separately agreed upon by the Borrower and such Issuing Bank on the average daily aggregate amount Dollar Amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Bank (in each case 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, as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or the processing of drawings thereunder. Participation Unless otherwise specified above, participation fees and fronting fees accrued under this paragraph through and including the last day of March, June, September and December of each year shall be payable on the third (3rd) Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on any the date on which the Commitments shall terminate and any such fees accruing after the date on which the Commitments shall have terminated terminate shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this paragraph shall be payable within 10 ten (10) days after demand. All participation fees and fronting fees payable under this paragraph shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Participation fees and fronting fees in respect of Letters of Credit denominated in Dollars shall be paid in Dollars, and participation fees and fronting fees in respect of Letters of Credit denominated in a Foreign Currency shall be paid in such Foreign Currency. (c) The Company Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in Dollars (except as otherwise expressly provided in this Section 2.12) and immediately available funds, to the Person specified above for its own account orAdministrative Agent (or to each Issuing Bank, in the case of facility fees payable to it) for distribution, in the case of commitment fees and participation fees paid to the Agentsfees, for distribution to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent, in US Dollars, Agent for the account of the office (or Affiliate) of each Lender from which such Lender would make Loans to the Company in US Dollars hereunderLender, a facility fee, which shall accrue at a rate per annum equal to the Applicable Rate Margin on the daily amount of the Commitments Commitment of such Lender (whether used or unusedregardless of usage) or, after the termination of the Commitments, on the Revolving Credit Exposure of such Lender, during the period from and including the Effective Date date on which this Agreement becomes effective pursuant to Section 10.6 to but excluding the Maturity Datedate on which such Commitment terminates; provided that, if such Lender shall continue continues to have any Revolving Credit Exposure after the Maturity Dateits Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the Maturity Date date on which such Lender’s Commitment terminates to but excluding the date on which such Lender shall cease ceases to have any Revolving Credit Exposure. Accrued facility fees shall be payable in arrears on the last day of March, June, September and December of each year, on any each date prior to the Maturity Date on which all the Commitments shall have terminated are permanently reduced and on the Maturity Datedate on which the Commitments terminate, commencing on the first such date to occur after the Effective Date; , provided that any all unpaid facility fees accruing shall be payable on the date on which the Commitments terminate and provided further that facility fees which accrue after the Maturity Date Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrowers agree Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to each such Lender’s its participations in Letters of Credit, which fee shall accrue at a rate per annum equal to the Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans Margin on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, Exposure and (ii) to each Issuing Bank for its own account a fronting fee, which shall accrue at the rate of 0.125% or rates per annum separately agreed upon between the Borrower and each Issuing Bank on the average daily aggregate amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (in each case 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, as well as such each Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or the processing of drawings thereunder. Participation Accrued participation fees and fronting fees accrued under this paragraph through and including shall be payable in arrears on the last day of March, June, September and December of each year shall be payable on the third Business Day following such last dayyear, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on any the date on which the Commitments shall terminate and any such fees accruing after the date on which the Commitments shall have terminated terminate shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this paragraph shall be payable within 10 ten days after demand. All participation fees and fronting fees payable under this paragraph shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Company Borrower agrees to pay to the Administrative Agenteach Credit Party, for its own account, fees and other amounts payable in the amounts and at the times separately agreed upon in writing between the Company Borrower and the Administrative Agentsuch Credit Party. (d) All fees and other amounts payable hereunder shall be paid on the dates due, in immediately available funds, to the Person specified above for its own account or, in the case of facility fees and participation fees paid to the Agents, for distribution to the Lenders. Fees and other amounts paid shall not be refundable under any circumstancescircumstances other than clearly demonstrable error.

Fees. (a) The Company agrees Borrowers agree to pay to the Administrative Agent, in US Dollars, Agent for the account of the office (or Affiliate) of each Lender from which such Lender would make Loans to the Company in US Dollars hereunder, a facility fee, which shall accrue at the Applicable Rate on the daily amount of the Commitments Commitment of such Lender (whether used or unused) or, after the termination of the Commitments, on the Revolving Credit Exposure of such Lender, during the period from and including the Effective Date to but excluding the Maturity Datedate on which such Commitment terminates; provided that, if such Lender shall continue continues to have any Revolving Credit Exposure after the Maturity Dateits Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the Maturity Date date on which its Commitment terminates to but excluding the date on which such Lender shall cease ceases to have any Revolving Credit Exposure. Accrued facility fees shall be payable in arrears on the last day of March, June, September and December of each year, on any date prior to the Maturity Date on which all the Commitments shall have terminated year and on the Maturity Datedate on which the Commitments terminate, commencing on the first such date to occur after the Effective Datedate hereof; provided that any facility fees accruing after the Maturity Date date on which the Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrowers agree to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to each such Lender’s its participations in Letters of Credit, which fee shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each the Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily aggregate amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (in each case 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, as well as such the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or the processing of drawings thereunder; provided that no such fronting fee shall be payable to the Issuing Bank for any day on which it and its Affiliates are the only Lenders. Participation fees and fronting fees accrued under this paragraph through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on any the date on which the Commitments shall terminate and any such fees accruing after the date on which the Commitments shall have terminated terminate shall be payable on demand. Any other fees payable to any the Issuing Bank pursuant to this paragraph subsection shall be payable within 10 days after demand. All participation fees and fronting fees payable under this paragraph shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Company agrees Borrowers agree to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between in writing by the Company and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available fundsfunds in U.S. Dollars, to the Person specified above Administrative Agent (or to the Issuing Bank, in the case of fees payable to it) for its own account ordistribution, in the case of facility fees and participation fees paid to the Agentsfees, for distribution to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent, in US Dollars, Agent for the account of the office (or Affiliate) of each Lender from which such Lender would make Loans to the Company in US Dollars hereunder, a facility feefee (a “Facility Fee”), which shall accrue at the Applicable Rate on the daily amount of the Commitments Commitment of such Lender (whether used or unused) or, after the termination of the Commitments, on the Revolving Credit Exposure of such Lender, during the period from and including the Effective Availability Date to but excluding the Maturity Datedate on which such Commitment terminates; provided that, if such Lender shall continue continues to have any Revolving Credit Exposure after the Maturity Dateits Commitment terminates, then such facility fee Facility Fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the Maturity Date date on which its Commitment terminates to but excluding the date on which such Lender shall cease ceases to have any Revolving Credit Exposure. Accrued facility fees Facility Fees shall be payable in arrears on the last day of March, June, September and December of each year, on any date prior to the Maturity Date on which all the Commitments shall have terminated year and on the Maturity Datedate on which the Commitments terminate, commencing on the first such date to occur after the Effective Datedate hereof; provided that any facility fees Facility Fees accruing after the Maturity Date date on which the Commitments terminate shall be payable on demand. All facility fees Facility Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrowers agree Borrower agrees to pay (i) to the Administrative Agent (i) for the account of each Lender a participation fee with respect to each such Lender’s its participations in Letters of CreditCredit (an “LC Participation Fee”), which fee shall accrue at the Applicable Rate used to determine the interest rate applicable to Eurocurrency on Eurodollar Revolving Loans on the daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Availability Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to for the account of each Issuing Bank Bank, a fronting feefee (a “Fronting Fee”), which shall accrue at the a rate of 0.125equal to 0.15% per annum (or, with respect to any Issuing Bank, such lesser amount as may be agreed between such Issuing Bank and the Borrower) and be payable on the average daily aggregate face amount outstanding of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (in each case excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Availability Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or the processing of drawings thereunder. LC Participation fees Fees and fronting fees Fronting Fees accrued under this paragraph through and including the last day of March, June, September and December of each year shall be payable on the third Business Day 15th day of the month following such last dayday (or, if such 15th day is not a Business Day, on the next succeeding Business Day), commencing on the first such date to occur after the Effective Datedate hereof; provided that all such fees shall be payable on any the date on which the Commitments shall terminate and any such fees accruing after the date on which the Commitments shall have terminated terminate shall be payable on demand. Any other fees payable to any an Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees LC Participation Fees and fronting fees payable under this paragraph Fronting Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Company Borrower agrees to pay to the Administrative AgentAgent and each of the Lenders, for its their own accountaccounts, fees payable in the amounts and at the times separately agreed upon between the Company Borrower and the Administrative Agentsuch other parties. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Person specified above for its own account orAdministrative Agent (or to an Issuing Bank, in the case of facility fees payable to it) for distribution, in the case of Facility Fees and participation fees paid to the AgentsLC Participation Fees, for distribution to the Lenders. Fees Absent manifest error, fees paid shall not be refundable under any circumstances. (e) Within 10 days after the end of each fiscal quarter of the Borrower (commencing with the first fiscal quarter ending after the Availability Date), the Administrative Agent shall deliver to the Borrower a schedule (i) stating the aggregate amount of LC Participation Fees due and payable with respect to such fiscal quarter and (ii) stating the aggregate amount of Fronting Fees due and payable to each Issuing Bank with respect to such fiscal quarter. Promptly after receipt of each such schedule, (x) the Borrower shall compare such amounts with its own calculations of the LC Participation Fees and Fronting Fees due and payable with respect to such fiscal quarter and (y) the Administrative Agent and the Borrower shall discuss the amounts set forth in each such schedule and shall, subject to the next sentence, agree on the amount of such fees to be paid by the Borrower for such fiscal quarter. Neither the failure of the Administrative Agent to deliver any such schedule, nor the inaccuracy of any such schedule, shall relieve the Borrower of its obligations to pay such fees hereunder. In the event the Borrower pays any such fees based on any such schedule or any such agreement by the Administrative Agent and the Borrower and the amount so paid by the Borrower is insufficient to satisfy its actual payment obligations under paragraphs (a) and (b) of this Section, then the Borrower shall remain liable for any such deficiency and the Borrower shall pay to the Administrative Agent (for its account, the account of the applicable Issuing Banks and/or the account of the Lenders, as applicable) the amount of any such deficiency within two Business Days of demand therefor.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent, in US Dollars, Agent for the account of the office (or Affiliate) of each Lender from which such Lender would make Loans to the Company in US Dollars hereunder, a facility fee, which shall accrue at the Applicable Rate on the daily amount of the Commitments Commitment of such Lender (whether used or unused) or, after the termination of the Commitments, on the Revolving Credit Exposure of such Lender, during the period from and including the Effective Closing Date to but excluding the Maturity Datedate on which such Commitment terminates; provided that, if such Lender shall continue continues to have any Revolving Credit Exposure after the Maturity Dateits Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s 's Revolving Credit Exposure from and including the Maturity Date date on which its Commitment terminates to but excluding the date on which such Lender shall cease ceases to have any Revolving Credit Exposure. Accrued facility fees shall be payable in arrears on the last day of March, June, September and December of each year, on the date of any voluntary termination of the Commitments and on the date prior to the Maturity Date on which all the Commitments shall have terminated Loans become due and on the Maturity Date, commencing on the first such date to occur after the Effective Datepayable (by acceleration or otherwise); provided that any facility fees accruing after the Maturity Date date on which all Loans become due and payable shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrowers agree Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to each such Lender’s participations in Letters of Creditutilization fee, which fee shall accrue at the Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans on the daily amount of the Revolving Credit Exposure of such Lender for each day on which the Revolving Credit Exposure of all Lenders exceeds 50% of the total Lenders' Commitments; provided that, if any Lender continues to have any Revolving Credit Exposure after its Commitment terminates then such utilization fee shall continue to accrue at the Applicable Rate on the entire amount of such Lender’s LC 's Revolving Credit Exposure (excluding any portion thereof attributable whether or not the amount of such Revolving Credit Exposure exceeds 50% of such Lender's Commitment in effect prior to unreimbursed LC Disbursements) during the period Revolving Termination Date), from and including the Effective Date date on which the Commitments terminate 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 Revolving Credit Exposure, and (ii) to each Issuing Bank a fronting fee, which . Accrued utilization fees shall accrue at the rate of 0.125% per annum be payable in arrears on the average daily aggregate amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (in each case 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, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or the processing of drawings thereunder. Participation fees and fronting fees accrued under this paragraph through and including the last day of March, June, September and December of each year shall be payable year, on the third Business Day following such last day, commencing date of any voluntary termination of the Commitments and on the first such date to occur after the Effective Dateon which all Loans become due and payable (by acceleration or otherwise); provided that all such fees shall be payable on any date on which the Commitments shall terminate and any such utilization fees accruing after the date on which the Commitments shall have terminated Loans become due and payable shall be payable on demand. Any other All utilization fees payable to any Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees payable under this paragraph shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Company Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Person specified above Administrative Agent for its own account ordistribution, in the case of facility fees and participation fees paid to the Agentsutilization fees, for distribution to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company agrees to pay to the Administrative Agent, in US Dollars, Agent for the account of the office (or Affiliate) of each Revolving Lender from which such Lender would make Loans to the Company in US Dollars hereunder, a facility commitment fee, which shall accrue at the Applicable Rate (subject to adjustment as set forth in Section 2.13(f)) on the average daily amount of the Commitments Available Revolving Commitment of such Revolving Lender (whether used or unused) or, after the termination of the Commitments, on the Revolving Credit Exposure of such Lender, during the period from and including the Effective Date to but excluding the Maturity Datedate on which such Revolving Commitment terminates; provided thatprovided, that if such Revolving Lender shall continue continues to have any Revolving Credit Swingline Exposure after the Maturity Dateits Revolving Commitment terminates, then such facility commitment fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Swingline Exposure from and including the Maturity Date date on which its Revolving Commitment terminates to but excluding the date on which such Revolving Lender shall cease ceases to have any Revolving Credit Swingline Exposure. Accrued facility Commitment fees shall be payable in arrears on accrued through and including the last day of March, June, September and December of each year, year shall be payable in arrears on any date prior to the Maturity Date on which all the Commitments shall have terminated fifteenth (15th) day following such last day and on the Maturity Datedate on which the Revolving Commitments terminate, commencing on the first such date to occur after the Effective Datedate hereof; provided provided, that any facility commitment fees accruing after the Maturity Date date on which the Revolving Commitments terminate shall be payable on demand. All facility commitment fees shall be computed on the basis of a year of 360 three hundred sixty (360) days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). All commitment fees shall be payable in U.S. Dollars. (b) The Borrowers agree Company agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to each such Lender’s its participations in Letters of Credit, which fee shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Eurodollar Revolving Loans on the average daily amount Dollar Amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Commitment terminates and the date on which such Revolving Lender ceases to have any LC Exposure, and (ii) to each the relevant Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% or rates per annum separately agreed upon between the Company and such Issuing Bank on the average daily aggregate amount Dollar Amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Bank (in each case excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or the processing of drawings thereunder. Participation fees and fronting fees accrued under this paragraph through and including the last day of March, June, September and December of each year shall be payable on the third Business Day fifteenth (15th) day following such last day, commencing on the first such date to occur after the Effective Date; provided provided, that all such fees shall be payable on any the date on which the Revolving Commitments shall terminate and any such fees accruing after the date on which the Revolving Commitments shall have terminated terminate shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this paragraph shall be payable within 10 ten (10) days after demand. All participation fees and fronting fees payable under this paragraph shall be computed on the basis of a year of 360 three hundred sixty (360) days (or three hundred sixty-five (365) days with respect to any portion of the LC Exposure denominated in Pounds Sterling) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). All participation fees and fronting fees shall be payable in the original currency of the LC Exposure. (c) The Company agrees to pay to the Administrative AgentAgent and the Arrangers, for its their own accountrespective accounts, fees payable in the amounts amounts, in the currencies and at the times separately agreed upon between the Company Company, on the one hand, and the Administrative AgentAgent or the Arrangers, on the other. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Person specified above for its own account orAdministrative Agent (or to the relevant Issuing Bank, in the case of facility fees payable to it) for distribution, in the case of commitment fees and participation fees paid fees, to the Agents, for distribution to the Revolving Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent, in US Dollars, Agent for the account of the office (or Affiliate) of each Lender from which such Lender would make Loans to the Company in US Dollars hereunder, with a Commitment a facility fee, which fee shall accrue at the Applicable Rate on the daily amount of the Commitments Commitment of such Lender (whether used or unused) or, after the termination of the Commitments, on the Revolving Credit Exposure of such Lender, during the period from and including the Effective Closing Date to but excluding the Maturity Date; date on which such Commitment terminates provided that, if such Lender shall continue continues to have any Revolving Credit Exposure after the Maturity Dateits Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the Maturity Date date on which its Commitment terminates to but excluding the date on which such Lender shall cease ceases to have any Revolving Credit Exposure. Accrued facility fees shall be payable in arrears on the third Business Day following the last day of March, June, September and December of each year, on any date prior to the Maturity Date on which all the Commitments shall have terminated year and on the Maturity Datedate on which the Commitments terminate, commencing on the first such date to occur after the Effective Date; provided that any facility fees accruing after the Maturity Date shall be payable on demanddate hereof. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrowers agree Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender with a Commitment a participation fee with respect to each such Lender’s its participations in Letters of Credit, which fee shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Eurodollar Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Closing Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% or rates per annum separately agreed upon between the Borrower and such Issuing Bank on the average daily aggregate amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (in each case excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Closing Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, cancellation, negotiation, transfer, renewal or extension of any Letter of Credit or the processing of drawings thereunder. Participation fees and fronting fees accrued under this paragraph through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Closing Date; provided that all such fees shall be payable on any the date on which the Commitments shall terminate and any such fees accruing after the date on which the Commitments shall have terminated terminate shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees payable under this paragraph shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Company Borrower agrees to pay to the Administrative AgentAgent and the Arrangers, for its own accounttheir respective accounts, fees payable in the amounts and at the times separately agreed upon between the Company Borrower and the Administrative Agentapplicable party. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Person specified above Administrative Agent (or to any Issuing Bank, in the case of fees payable to it) for its own account ordistribution, in the case of facility fees and participation fees paid to the Agentsfees, for distribution to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to each Revolving Lender, through the Administrative Servicing Agent, in US Dollarson each March 31, for June 30, September 30 and December 31, commencing September 30, 2001, and on the account date on which the Revolving Commitment of the office (or Affiliate) of each Lender from which such Lender would make Loans to the Company in US Dollars hereundershall be terminated as provided herein, a facility fee, fee (the "Facility Fee") equal to the percentage rate per annum set forth in the Pricing Schedule as the Facility Fee which shall accrue is applicable at the Applicable Rate such time on the daily amount of the Commitments Revolving Commitment of such Lender (Lender, whether used or unused) or, after during the termination of preceding quarter (or other period commencing on the Commitments, Effective Date or ending on the Revolving Credit Exposure of such Lender, during the period from and including the Effective Date but excluding the Maturity Date; provided that, if such Lender shall continue to have any Revolving Credit Exposure after the Maturity Date, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the Maturity Date to but excluding the or any date on which the Revolving Commitment of such Revolving Lender shall cease to have any Revolving Credit Exposurebe terminated). Accrued facility fees shall be payable in arrears on the last day of March, June, September and December of each year, on any date prior to the Maturity Date on which all the Commitments shall have terminated and on the Maturity Date, commencing on the first such date to occur after the Effective Date; provided that any facility fees accruing after the Maturity Date shall be payable on demand. All facility fees The Facility Fee shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed over a year of 360 days (including the first day but excluding the last day). The Facility Fee due to each Revolving Lender shall commence to accrue on the Effective Date and shall cease to accrue on the earlier of the Revolving Maturity Date and the termination of the Revolving Commitment of such Revolving Lender as provided herein. (b) The Borrowers agree Borrower agrees to pay (i) to the Administrative Servicing Agent for the account of each Revolving Lender a participation fee with respect to each such Lender’s its participations in Letters of Credit, which fee shall accrue at the same Applicable Rate Margin as shall be used to determine in determining the interest rate applicable to Eurocurrency LIBOR Revolving Loans on the average daily amount of such Lender’s 's LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s 's Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank Fronting Bank, as applicable, a fronting fee, which shall accrue at the a rate of 0.125% per annum mutually agreed between the Borrower and such Fronting Bank from time to time on the average daily aggregate amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (in each case excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or the processing of drawings thereunder. Participation fees and fronting fees accrued under this paragraph through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last dayeach March 31, June 30, September 30 and December 31, commencing on the first such date to occur after the Effective DateSeptember 30, 2001; provided that all such fees shall be payable on any the date on which the Revolving Commitments shall terminate and any such fees accruing after the date on which the Revolving Commitments shall have terminated terminate shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees payable under this paragraph shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Company Borrower agrees to pay to each of the Administrative AgentAgents, for its own accounttheir respective accounts, agent and administrative fees payable (the "Administrative Fees") at the times and in the amounts and at the times separately heretofore agreed upon between the Company and the Administrative Agentthem. (d) The Borrower agrees to pay on the Effective Date to the Administrative Agents, for their own accounts and for the accounts of the Arrangers, the other Agents and the Lenders, fees in the amounts heretofore mutually agreed (the "Effective Date Fees"). (e) All fees payable hereunder Fees shall be paid on the dates due, in immediately available funds, to the Person specified above for its own account orServicing Agent (or to the relevant Fronting Bank, in the case of facility fees payable to it) for distribution, if and participation fees paid to the Agentsas appropriate, for distribution to among the Lenders. The Administrative Fees of BofA and Chase shall be paid on the dates due, in immediately available funds, to BofA and Chase directly. Once paid, none of the Fees shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent, in US Dollars, Agent for the account of the office (or Affiliate) of each Lender from which such Lender would make Loans to the Company in US Dollars hereunder, a facility fee, which shall accrue at the Applicable Rate on the daily amount of the Commitments Commitment of such Lender (whether used or unused) or, after the termination of the Commitments, on the Revolving Credit Exposure of such Lender, during the period from and including the date that is the earlier of (i) 30 days after the Effective Date or (ii) the Availability Date, to but excluding the Maturity Datedate on which such Commitment terminates; provided that, that if such Lender shall continue continues to have any Revolving Credit Exposure after the Maturity Dateits Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the Maturity Date date on which its Commitment terminates to but excluding the date on which such Lender shall cease ceases to have any Revolving Credit Exposure. Accrued facility fees shall be payable in arrears on the last day of March, June, September and December of each year, on any date prior to the Maturity Date on which all the Commitments shall have terminated and on the Maturity Date, commencing on the first such date to occur after the date that is the earlier of (i) 30 days after the Effective Date or (ii) the Availability Date, and on the date on which the Commitments shall have terminated and the Lenders shall have no Credit Exposure; provided that any facility fees accruing after the Maturity Date Commitments shall have terminated shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrowers agree Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to each such Lender’s its participations in Letters of Credit, which fee shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving LIBOR Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily aggregate amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (in each case 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, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or the processing of drawings thereunder. Participation Accrued participation fees and fronting fees accrued under this paragraph through and including shall be payable in arrears on the last day of March, June, September and December of each year shall be payable on the third Business Day following such last dayyear, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on any the date on which the Commitments shall terminate and any such fees accruing after the date on which the Commitments shall have terminated terminate shall be payable on demand. Any other fees payable to any an Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees payable under this paragraph shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Company Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Person specified above Administrative Agent (or to the Issuing Banks, in the case of fees payable to it) for its own account ordistribution, in the case of facility fees and Letter of Credit participation fees paid fees, to the Agents, for distribution to the LendersPersons entitled thereto. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent, in US Dollars, Agent for the account of the office (or Affiliate) of each Lender from which such Lender would make Loans to the Company in US Dollars hereunder, a facility fee, which shall accrue at the Applicable Rate on the daily amount of the Commitments Commitment of such Lender (whether used or unused) or, after the termination of the Commitments, on the Revolving Credit Exposure of such Lender, during the period from and including the Effective Date date hereof to but excluding the Maturity Datedate on which such Commitment terminates; provided that, if such Lender shall continue continues to have any Revolving Credit Exposure after the Maturity Dateits Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the Maturity Date date on which its Commitment terminates to but excluding the date on which such Lender shall cease ceases to have any Revolving Credit Exposure. Accrued facility fees shall be invoiced and payable in arrears on the last day of March, June, September and December of each year, on any date prior to the Maturity Date on which all the Commitments shall have terminated year and on the Maturity Datedate on which the Commitments terminate, commencing on the first such date to occur after the Effective Datedate hereof; provided that any facility fees accruing after the Maturity Date date on which the Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrowers agree Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to each such Lender’s its participations in Letters of Credit, which fee shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Eurodollar Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each the applicable Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% or rates per annum separately agreed upon between the Borrower and such Issuing Bank on the average daily aggregate amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (in each case 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 ExposureExposure attributable to Letters of Credit issued by such Issuing Bank, as well as such the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or the processing of drawings thereunder. Participation fees and fronting fees accrued under this paragraph through and including the last day of March, June, September and December of each year shall be invoiced and 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 any the date on which the Commitments shall terminate and any such fees accruing after the date on which the Commitments shall have terminated terminate shall be payable on demand. Any other fees payable to any the Issuing Bank pursuant to this paragraph shall be payable within 10 ten (10) days after demand. All participation fees and fronting fees payable under this paragraph shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Company Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Person specified above Administrative Agent (or to the Issuing Bank, in the case of fees payable to it) for its own account ordistribution, in the case of facility fees and participation fees paid to the Agentsfees, for distribution to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent, in US Dollars, Agent for the account of the office (or Affiliate) of each Lender from which such Lender would make Loans to having a Revolving Commitment under the Company in US Dollars hereunderExisting Revolving Facility, a facility commitment fee, which shall accrue at a rate per annum equal to the Applicable Commitment Fee Rate on the daily amount of such unused Revolving Commitment (provided that Swingline Loans shall not be deemed to be a use of the Revolving Commitments for the purpose of the calculation of such Lender (whether used or unusedcommitment fee) or, after the termination of the Commitments, on the Revolving Credit Exposure of such Lender, during the period from and including the Effective Date but excluding the Maturity Date; provided that, if such Lender shall continue to have any Revolving Credit Exposure after the Maturity Date, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the Maturity Fourth Restatement Closing Date to but excluding the date on which such Lender shall cease to have any Revolving Credit ExposureCommitment terminates (it being understood that LC Exposure constitutes a use of the Revolving Commitment). Accrued facility commitment fees and undrawn fees shall be payable in arrears on the last day of March, June, September and December of each year, on any each date prior to the Maturity Date on which all the applicable Commitments shall have terminated are permanently reduced and on the Maturity Datedate on which the applicable Commitments terminate, commencing on the first such date to occur after the Effective Fourth Restatement Closing Date; provided that any facility fees accruing after the Maturity Date shall be payable on demand. All facility commitment fees and undrawn fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrowers agree Borrower agrees to pay to (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to each such Lender’s its participations in Letters of Credit, which fee shall accrue at rate per annum equal to the Applicable Rate used Margin (with respect to determine the interest rate applicable to Eurocurrency Revolving Loans Eurodollar Borrowings) on the daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Fourth Restatement Closing Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, Exposure and (ii) to each the Issuing Bank for its own account a fronting fee, which shall accrue at the a rate of 0.125% per annum equal to 0.25% on the average daily aggregate amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (in each case excluding any portion thereof attributable to unreimbursed LC Disbursements) with respect to each Letter of Credit during the period from and including the Effective Fourth Restatement Closing Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any such LC 1821445.29\C072091\0303228 Exposure, as well as such the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or the processing of drawings thereunder. Participation Accrued participation fees and fronting fees accrued under this paragraph through and including shall be payable in arrears on the last day of March, June, September and December of each year shall be payable on the third Business Day following such last dayyear, commencing on the first such date to occur after the Effective Fourth Restatement Closing Date; provided that all such fees shall be payable on any the date on which the Revolving Commitments shall terminate and any such fees accruing after the date on which the Revolving Commitments shall have terminated terminate shall be payable on demand. Any other fees payable to any the Issuing Bank pursuant to this paragraph shall be payable within 10 ten days after demand. All participation fees and fronting fees payable under this paragraph shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Company Borrower agrees to pay to the Administrative Agenteach Credit Party, for its own account, the fees and other amounts payable in connection herewith in the amounts and at the times separately agreed upon between the Company Borrower and the Administrative Agentsuch Credit Party. (d) All fees and other amounts payable hereunder shall be paid on the dates due, in immediately available funds, funds to the Person specified above Administrative Agent for its own account ordistribution, in the case of facility fees commitment fees, undrawn fees, and participation fees paid to the Agentsfees, for distribution to the Lenders. Fees paid hereunder shall not be refundable under any circumstances.

Fees. (a) The Company agrees to pay to the Administrative Agent, in US Dollars, Agent for the account of the office (or Affiliate) of each Revolving Lender from which such Lender would make Loans to the Company in US Dollars hereunder, a facility commitment fee, which shall accrue at the Applicable Rate on the actual daily amount of by which the Commitments Revolving Commitment of such Lender (whether used or unused) or, after the termination of the Commitments, on the under each Revolving Credit Facility exceeds the amount of Revolving Loans and L/C Exposure of such Lender under such Revolving Credit Facility (but, for the avoidance of doubt, excluding the Swingline Exposure of such Lender, ) during the period from and including the Effective Date but excluding the Maturity Date; provided that, if such Lender shall continue to have any Revolving Credit Exposure after the Maturity Date, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the Maturity Original Closing Date to but excluding the date on which such Commitment terminates; provided that any commitment fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Company so long as such Lender shall cease be a Defaulting Lender except to the extent that such commitment fee shall otherwise have any been due and payable by the Company prior to such time; and provided further that no commitment fee shall accrue on the Revolving Credit ExposureCommitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Accrued facility commitment fees shall be payable in arrears on the last day first Business Day of March, June, September and December of each year, on any date prior to the Maturity Date on which all the Commitments shall have terminated year and on the Maturity Datedate on which the Revolving Commitments terminate, commencing on the first such date to occur after the Effective Original Closing Date; provided that any facility fees accruing after the Maturity Date shall be payable on demand. All facility commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrowers agree Each Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender Applicable Participant a participation fee with respect to each such Lender’s its participations in Letters of CreditCredit issued for the account of such Borrower under each Revolving Credit Facility, which fee shall accrue at the Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans on the actual daily amount Outstanding Amount of such LenderApplicable Participant’s LC L/C Exposure in respect of Letters of Credit issued for the account of such Borrower under such Revolving Credit Facility (excluding any portion thereof attributable to unreimbursed LC L/C Disbursements) during the period from and including the Effective Original Closing Date to but excluding the later of the date on which such LenderApplicable Participant’s Revolving Commitment in respect of Letters of Credit issued for the account of such Borrower under such Revolving Credit Facility terminates and the date on which such Lender Applicable Participant ceases to have any LC Exposure, L/C Exposure in respect of Letters of Credit issued for the account of such Borrower under such Revolving Credit Facility and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum separately agreed between such Issuing Bank and such Borrower on the average actual daily aggregate amount Outstanding Amount of the LC L/C Exposure attributable to in respect of Letters of Credit issued by for the account of such Issuing Bank Borrower under such Revolving Credit Facility (in each case excluding any portion thereof attributable to unreimbursed LC L/C Disbursements) attributable to Letters of Credit issued for the account of such Borrower by such Issuing Bank during the period from and including the Restatement Effective Date to but excluding the later of the date of termination of the all Revolving Commitments under which such Borrower is a Borrower and the date on which there ceases to be any LC ExposureL/C Exposure in respect of Letters of Credit issued for the account of such Borrower under such Revolving Credit Facility, as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or the processing of drawings thereunder. Participation Unless otherwise specified above, participation fees and fronting fees accrued under this paragraph through and including shall be payable in arrears on the last day Business Day of March, June, September and December of each year shall be payable on the third Business Day following such last dayyear, commencing on the first such date to occur after the Restatement Effective Date; provided that all such fees shall be payable on any the date on which the applicable Revolving Commitments shall terminate and any such fees accruing after the date on which the Revolving Commitments shall have terminated under which such Borrower is a Borrower terminate shall be payable on demand. Any other fees payable to any an Issuing Bank pursuant to this paragraph clause shall be payable within 10 ten (10) days after demand. All participation fees and fronting fees payable under this paragraph shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and provided in the Administrative AgentAgency Fee Letter. (d) All fees payable hereunder shall be paid on the dates due, in Dollars and immediately available funds, to the Person specified above for its own account orAdministrative Agent (or to the relevant Issuing Bank, in the case of facility fees payable to it) for distribution, in the case of commitment fees and participation fees paid to the Agentsfees, for distribution to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent, in US Dollars, Agent for the account of the office (or Affiliate) of each Lender from which such Lender would make Loans to the Company in US Dollars hereunder, a facility fee, which shall accrue at the Applicable Rate on the actual daily amount of the Commitments Commitment of such Lender (whether used or unused) or, after the termination of the Commitments, on the Revolving Credit Exposure of such Lender, during the period from and including the Effective Closing Date to but excluding the Maturity Datedate on which the Commitments terminate; provided that, if such Lender shall continue continues to have any Revolving Credit Exposure after the Maturity Dateits Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender▇▇▇▇▇▇’s Revolving Credit Exposure from and including the Maturity Date date on which its Commitment terminates to but excluding the date on which such Lender shall cease ceases to have any Revolving Credit Exposure. Accrued facility fees shall be payable in arrears on the last day Business Day of March, June, September and December of each year, on any date prior to the Maturity Date on which all the Commitments shall have terminated year and on the Maturity Datedate on which the Commitments terminate, commencing on the first such date to occur after the Effective Closing Date; provided that any facility such fees accruing after the Maturity Date date on which the Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrowers agree Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to each such Lender’s its participations in Letters of Credit, which fee shall accrue at the same Applicable Rate used to determine the as interest rate applicable to Eurocurrency Revolving on Term SOFR Loans on the actual daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Closing Date to but excluding the later of the date on which such Lender▇▇▇▇▇▇’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum agreed upon by the Borrower and such Issuing Bank on the average actual daily aggregate amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (in each case excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Closing Date to but excluding the later of the date of termination of the 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 issuance, amendment, renewal or extension of any Letter of Credit or the processing of drawings thereunder. Participation fees and fronting fees accrued under this paragraph through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Closing Date; provided that all such fees shall be payable on any the date on which the Commitments shall terminate and any such fees accruing after the date on which the Commitments shall have terminated terminate shall be payable on demand. Any other fees payable to any an Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees payable under this paragraph shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Company Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Person specified above for its own account orAdministrative Agent (or to the applicable Issuing Bank, in the case of facility fees and participation fees paid payable to it) for distribution, to the Agents, for distribution to the LendersLenders entitled thereto. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company agrees to pay to the Administrative Agent, in US Dollars, Agent for the account of the office (or Affiliate) of each Revolving Lender from which such Lender would make Loans to the Company in US Dollars hereunder, a facility commitment fee, which shall accrue at the Applicable Rate on the daily amount of the Commitments Available Revolving Commitment of such Lender (whether used or unused) or, after the termination of the Commitments, on the Revolving Credit Exposure of such Lender, during the period from and including the Original Effective Date to but excluding the Maturity Datedate on which such Commitment terminates; provided that, if such Lender shall continue continues to have any Revolving Credit Exposure after the Maturity Dateits Revolving Commitment terminates, then such facility commitment fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the Maturity Date date on which its Revolving Commitment terminates to but excluding the date on which such Lender shall cease ceases to have any Revolving Credit Exposure. Accrued facility commitment fees shall be payable in arrears on the last day of March, June, September and December of each year, on any date prior to the Maturity Date on which all the Commitments shall have terminated year and on the Maturity Datedate on which the Revolving Commitments terminate, commencing on the first such date to occur after the Original Effective Date; provided that any facility fees accruing after the Maturity Date shall be payable on demand. All facility commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrowers agree Company agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to each such Lender’s its participations in Letters of Credit, which fee shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans on the average daily amount Dollar Amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Original Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, Exposure and (ii) to each the Issuing Bank for its own account a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily aggregate amount Dollar Amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (in each case excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by the Issuing Bank during the period from and including the Original Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as such the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or the processing of drawings thereunder. Participation Unless otherwise specified above, participation fees and fronting fees accrued under this paragraph through and including the last day of March, June, September and December of each year shall be payable on the third (3rd) Business Day following such last day, commencing on the first such date to occur after the Original Effective Date; provided that all such fees shall be payable on any the date on which the Revolving Commitments shall terminate and any such fees accruing after the date on which the Revolving Commitments shall have terminated terminate shall be payable on demand. Any other fees payable to any the Issuing Bank pursuant to this paragraph shall be payable within 10 ten (10) days after demand. All participation fees and fronting fees payable under this paragraph shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Participation fees and fronting fees in respect of Letters of Credit shall be paid in Dollars. (c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in Dollars (except as otherwise expressly provided in this Section 2.12) and immediately available funds, to the Person specified above for its own account orAdministrative Agent (or to the Issuing Bank, in the case of facility fees payable to it) for distribution, in the case of commitment fees and participation fees paid fees, to the Agents, for distribution to the applicable Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent, in US Dollars, Agent for the account of the office (or Affiliate) of each Revolving Lender from which such Lender would make Loans to the Company in US Dollars hereunder, a facility commitment fee, which shall accrue at the Applicable Rate on the average daily unused amount of the Commitments Revolving Commitment of such Revolving Lender (whether used or unused) or, after the termination of the Commitments, on the Revolving Credit Exposure of such Lender, during the period from and including the Effective Date but excluding the Maturity Date; provided that, if such Lender shall continue to have any Revolving Credit Exposure after the Maturity Date, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the Maturity Date date hereof to but excluding the date on which such Lender shall cease to have any the Revolving Credit ExposureCommitments terminate. Accrued facility Commitment fees shall be payable in arrears on accrued through and including the last day Business Day of March, June, September and December of each year, year shall be payable in arrears on any date prior to the Maturity Date on which all the Commitments shall have terminated fifteenth day following such last day and on the date on which the Revolving Commitments terminate (including, in respect of Non-Extended Revolving Lenders, the Non-Extended Revolving Maturity Date), commencing on the first such date to occur after the Effective Date; provided that any facility fees accruing after the Maturity Date shall be payable on demanddate hereof. All facility commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The Borrowers agree Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to each such Lender’s its participations in Letters of Credit, which fee shall accrue at the same Applicable Rate then used to determine the interest rate applicable to Eurocurrency Term Benchmark Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, Exposure and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily aggregate amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (in each case excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any such LC Exposure, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or the processing of drawings thereunder. Participation fees and fronting fees accrued under this paragraph through and including the last day of March, June, September and December of each year shall be payable on the third Business Day fifteenth day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on any the date on which the Revolving Commitments shall terminate (including, in respect of Non-Extended Revolving Lenders and Non-Extended Issuing Banks, the Non-Extended Revolving Maturity Date) and any such fees accruing after the date on which the Revolving Commitments shall have terminated terminate (including, in respect of Non-Extended Revolving Lenders and Non-Extended Issuing Banks, the Non-Extended Revolving Maturity Date) shall be payable on demand. Any other fees payable to any an Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees payable under this paragraph shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Company Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Person specified above for its own account orAdministrative Agent (or to the applicable Issuing Bank, in the case of facility fees payable to it) for distribution, in the case of commitment fees and participation fees paid fees, to the Agents, for distribution to the LendersRevolving Lenders entitled thereto. Fees paid hereunder shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent, in US Dollars, Agent for the account of the office each Revolving Lender of any Class (or Affiliateother than any Defaulting Lender) of each Lender from which such Lender would make Loans to the Company in US Dollars hereunder, a facility commitment fee, which shall accrue at a rate equal to the Applicable Commitment Fee Rate per annum applicable to the Revolving Credit Commitment of such Class on the average daily amount of the Commitments Unused Revolving Credit Commitment of such Lender (whether used or unused) or, after the termination of the Commitments, on the Revolving Credit Exposure Class of such Lender, Revolving Lender during the period from and including the Effective Closing Date but excluding to the Maturity Date; provided that, if such Lender shall continue to have any Revolving Credit Exposure after the Maturity Date, then such facility fee shall continue to accrue date on the daily amount of which such Lender’s Revolving Credit Exposure from and including the Maturity Date to but excluding the date on which Commitment of such Lender shall cease to have any Revolving Credit ExposureClass terminates. Accrued facility commitment fees shall be payable in arrears on the last day Business Day of each March, June, September and December for the quarterly period then ended (commencing on the last Business Day of each yearMarch 2020, but in the case of the payment made on any date prior such date, for the period from the Closing Date to the Maturity Date on which all the Commitments shall have terminated such date) and on the Maturity Date, commencing date on which the first such date to occur after Revolving Credit Commitments of the Effective Date; provided that any facility fees accruing after the Maturity Date shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)applicable Class terminate. (b) The Borrowers agree Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a participation fee with respect to its participation in each such Lender’s participations in Letters Letter of Credit, which fee shall accrue at the Applicable Rate used to determine the interest rate applicable to Eurocurrency LIBO Rate Revolving Loans on the daily face amount of such Lender’s LC Exposure attributable to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements) ), during the period from and including the Effective Closing Date to but excluding the later of the date on which such Revolving Lender’s Revolving Credit Commitment of such Class terminates and the date on which such Revolving Lender ceases to have any LC Exposure, Exposure related to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (including any such LC Exposure that may exist following the termination of such Revolving Credit Commitments) and (ii) to each Issuing Bank Bank, for its own account, a fronting fee, which shall accrue at the rate in respect of 0.125% per annum on the average daily aggregate amount of the LC Exposure attributable to Letters each Letter of Credit issued by such Issuing Bank (in each case excluding any portion thereof attributable to unreimbursed LC Disbursements) during for the period from and including the Effective Date to but excluding the later of the date of issuance of such Letter of Credit to the expiration date of such Letter of Credit (or if terminated on an earlier date, to the termination date of such Letter of Credit), computed at a rate equal to the rate agreed by such Issuing Bank and the Borrower (but in any event not to exceed 0.125% per annum) of the Commitments and the date on which there ceases to be any LC Exposuredaily face amount of such Letter of Credit, as well as such Issuing Bank’s standard reasonable and customary fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or the processing of drawings thereunder. Participation fees and fronting fees accrued under this paragraph through and including to but excluding the last day Business Day of each March, June, September and December of each year shall be payable in arrears for the quarterly period then ended (or, in the case of the payment made on the third last Business Day following of March 2020, for the period from the Closing Date to such last day, commencing date) on the first last Business Day of such date to occur after the Effective Datecalendar quarter; provided that all such fees shall be payable on any the date on which the Revolving Credit Commitments shall terminate of the applicable Class terminate, and any such fees accruing after the date on which the Revolving Credit Commitments shall have terminated of the applicable Class terminate shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this paragraph shall be payable within 10 30 days after demand. All participation fees and fronting fees payable under this paragraph shall be computed on the basis receipt of a year of 360 days and shall be payable for the actual number of days elapsed written demand (including the first day but excluding the last day)accompanied by reasonable back-up documentation) therefor. (c) [Reserved]. (d) The Company Borrower agrees to pay to the Administrative Agent, for its own account, the fees payable in the amounts and at the times separately agreed upon between by the Company Borrower and the Administrative AgentAgent in writing. (de) All fees payable hereunder shall be paid on the dates due, in Dollars and in immediately available funds, to the Person specified above for its own account orAdministrative Agent (or to the applicable Issuing Bank, in the case of facility fees payable to it) for distribution, in the case of commitment fees and participation fees paid fees, to the Agents, for distribution to the Revolving Lenders. Fees paid shall not be refundable under any circumstancescircumstances except as otherwise provided in the Fee Letter. Fees payable hereunder shall accrue through and including the last day of the month immediately preceding the applicable fee payment date. (f) In the event that, on or prior to the date that is six months after the Closing Date, the Borrower (x) prepays, repays, refinances, substitutes or replaces any Initial Term Loans as part of a Repricing Transaction (including, for the avoidance of doubt, any prepayment made pursuant to Section 2.11(b)(iii) that constitutes a Repricing Transaction) or (y) effects any amendment, modification or waiver of, or consent under, this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Initial Term Lenders, (I) in the case of clause (x), a premium of 1.00% of the aggregate principal amount of the Initial Term Loans so prepaid, repaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the Initial Term Loans that are the subject of such Repricing Transaction outstanding immediately prior to such amendment. If, on or prior to the date that is six months after the Closing Date, all or any portion of the Initial Term Loans held by any Term Lender are prepaid, repaid, refinanced, substituted or replaced pursuant to Section 2.19(b)(iv) as a result of, or in connection with, such Term Lender not agreeing or otherwise consenting to any waiver, consent, modification or amendment referred to in clause (y) above (or otherwise in connection with a Repricing Transaction), such prepayment, repayment, refinancing, substitution or replacement will be made at 101% of the principal amount so prepaid, repaid, refinanced, substituted or replaced. All such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction. (g) Unless otherwise indicated herein, all computations of fees shall be made on the basis of a 360-day year and shall be payable for the actual days elapsed (including the first day but excluding the last day). Each determination by the Administrative Agent of the amount of any fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent, in US Dollars, Agent for the account of the office (or Affiliate) of each Lender from which such Lender would make Loans to the Company in US Dollars hereunder, a facility commitment fee, which shall accrue at the Applicable Rate on the daily amount of the Commitments Commitment of such Lender (whether used or unused) or, after less the termination sum of the Commitments, on the Revolving Credit Exposure outstanding principal amount of such Lender’s Revolving Loans and its LC Exposure, during the period from and including the Effective Date but excluding the Maturity Date; provided that, if such Lender shall continue to have any Revolving Credit Exposure after the Maturity Date, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the Maturity Date to but excluding the date on which such Lender shall cease to have any Revolving Credit ExposureCommitment terminates. Accrued facility commitment fees shall be payable in arrears on the last day of March, June, September and December of each year, on any date prior to the Maturity Date on which all the Commitments shall have terminated year and on the Maturity Datedate on which the Commitments terminate, commencing on the first such date to occur after the Effective Date; provided that any facility fees accruing after the Maturity Date shall be payable on demand. All facility commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrowers agree Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to each such Lender’s its participations in Letters of Credit, which fee shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Eurodollar Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided, however, any participation fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided cash collateral satisfactory to the applicable Issuing Bank pursuant to Section 2.21(a) shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.21(a)(iv), with the balance of such fee, if any, paid to such Issuing Bank for its own account, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate set forth in the Fee Letter of 0.125% per annum such Issuing Bank, on the average daily aggregate amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (in each case excluding any portion thereof attributable to unreimbursed un-reimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as such each Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or the processing of drawings thereunder. Participation fees and fronting fees accrued under this paragraph through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on any the date on which the Commitments shall terminate and any such fees accruing after the date on which the Commitments shall have terminated terminate shall be payable on demand. Any other fees payable to any an Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees payable under this paragraph shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Company Additionally, the Borrower agrees to pay to the Administrative Agent, for its own accountaccount and for the accounts of the Lenders hereunder, fees payable in the amounts amount and at the times separately agreed upon between pursuant to the Company and the Administrative Agent▇▇▇▇▇ Fargo Fee Letter. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Person specified above for its own account orAdministrative Agent or the other parties to which such fees are to be paid (or to the Issuing Bank, in the case of facility fees payable to it) for distribution, in the case of commitment fees and participation fees paid fees, to the Agents, for distribution Lenders or to the LendersJoint Bookrunners and Lead Arrangers, as applicable. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent, in US Dollars, Agent for the account of the office (or Affiliate) of each Revolving Lender from which such Lender would make Loans to the Company in US Dollars hereunder, a facility fee, which shall accrue at the Facility Fee Rate (as set forth in the definition of Applicable Rate Rate) on the daily amount of the Commitments Revolving Commitment of such Revolving Lender (whether used or unused) or, after the termination of the Commitments, on the Revolving Credit Exposure of such Lender, during the period from and including the Effective Date to but excluding the Maturity Datedate on which such Revolving Commitment terminates; provided that, if such Revolving Lender shall continue continues to have any Revolving Credit Exposure after the Maturity Dateits Revolving Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the Maturity Date date on which its Revolving Commitment terminates to but excluding the date on which such Revolving Lender shall cease ceases to have any Revolving Credit Exposure. Accrued facility fees for the preceding calendar quarter shall be payable in arrears on the last first day of MarchJanuary, JuneApril, September July and December October of each year, on any date prior to the Maturity Date on which all the Commitments shall have terminated year and on the Maturity Datedate on which the Revolving Commitments terminate, commencing on the first such date to occur after the Effective Datedate hereof; provided that any facility fees accruing after the Maturity Date date on which the Revolving Commitments terminate shall be payable on demanddemand and be secured by any cash collateral in accordance with Section 2.06(j). All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrowers agree Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to each such Lender’s its participations in Letters each outstanding Letter of Credit, which fee shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Eurodollar Revolving Loans on the daily maximum amount then available to be drawn under such Letter of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) Credit during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Revolving Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank for its own account a fronting feefee with respect to each Letter of Credit issued by such Issuing Bank, which shall accrue at the rate of 0.125% per annum on the average daily aggregate maximum amount of the LC Exposure attributable then available to Letters be drawn under such Letter of Credit issued by such Issuing Bank (in each case excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or the processing of drawings thereunder. Participation Accrued participation fees and fronting fees accrued under this paragraph through and including for the last day of March, June, September and December of each year preceding calendar quarter shall be payable in arrears on the third Business Day following such last dayfirst day of January, April, July and October of each year, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on any the date on which the Revolving Commitments shall terminate and any such fees accruing after the date on which the Revolving Commitments shall have terminated terminate shall be payable on demanddemand and be secured by any cash collateral in accordance with Section 2.06(j). Any Such fees (other fees than participation and fronting fees) payable to any an Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees payable under this paragraph shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Company Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in dollars in immediately available funds, to the Person specified above Administrative Agent (or to any Issuing Bank, in the case of fees payable to it) for its own account ordistribution, in the case of facility fees and participation fees paid fees, to the Agents, for distribution to the applicable Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent, in US Dollars, Agent for the account of the office (or Affiliate) of each Lender from which such Lender would make Loans to the Company in US Dollars hereunder, a facility fee, which shall accrue at the Applicable Rate on the daily amount of the Commitments Commitment of such Lender (whether used or unused) or, after the termination of the Commitments, on the Revolving Credit Exposure of such Lender, during the period from and including the Effective Date date of this Agreement to but excluding the Maturity Datedate on which such Commitment terminates; provided that, if such Lender shall continue continues to have any Revolving Committed Credit Exposure after the Maturity Dateits Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving 's Committed Credit Exposure from and including the Maturity Date date on which its Commitment terminates to but excluding the date on which such Lender shall cease ceases to have any Revolving Committed Credit Exposure. Accrued facility fees shall be payable in arrears on the last day of March, June, September and December of each year, on any date prior to the Maturity Date on which all the Commitments shall have terminated year and on the Maturity Datedate on which the Commitments terminate, commencing on the first such date to occur after the Effective Datedate hereof; provided that any facility fees accruing after the Maturity Date date on which the Committed Loans have matured, whether by acceleration or otherwise, shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrowers agree Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to each such Lender’s its participations in Letters of Credit, which fee shall accrue at the same Applicable Rate used to determine the as interest rate applicable to Eurocurrency Revolving on Eurodollar Committed Loans on the average daily amount of such Lender’s 's LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s 's Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each the Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily aggregate amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (in each case 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, as well as such the Issuing Bank’s 's standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or the processing of drawings thereunder. Participation fees and fronting fees accrued under this paragraph through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on any the date on which the Commitments shall terminate and any such fees accruing after the date on which the Commitments shall have terminated terminate shall be payable on demand. Any other fees payable to any the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees payable under this paragraph shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Company Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Person specified above Administrative Agent (or to the Issuing Bank, in the case of fees payable to it) for its own account ordistribution, in the case of facility fees and participation fees paid to the Agentsfees, for distribution to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company agrees to pay to the Administrative Agent, in US Dollars, Agent for the account of the office (or Affiliate) of each Revolving Lender from which such Lender would make Loans to the Company in US Dollars hereunder, a facility fee, which shall accrue at the Applicable Rate on the daily amount Dollar Amount of the Commitments Revolving Commitment of such Lender (whether used or unused) or, after the termination of the Commitments, on the Revolving Credit Exposure of such Lender, during the period from and including the Effective Date to but excluding the Maturity Datedate on which such Commitment terminates; provided that, if such Lender shall continue continues to have any Revolving Credit Exposure after the Maturity Dateits Revolving Commitment terminates, then such facility fee shall continue to accrue on the daily amount Dollar Amount of such Lender’s Revolving Credit Exposure from and including the Maturity Date date on which its Revolving Commitment terminates to but excluding the date on which such Lender shall cease ceases to have any Revolving Credit Exposure; provided, however, that any 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 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. Accrued facility fees shall be payable in arrears on the last day of March, June, September and December of each year, on any date prior to the Maturity Date on which all the Commitments shall have terminated year and on the Maturity Datedate on which the Revolving Commitments terminate, commencing on the first such date to occur after the Effective Datedate hereof; provided that any facility fees accruing after the Maturity Date date on which the Revolving Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrowers agree Company agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to each such Lender’s its participations in Letters of Credit, which fee shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans on the average daily amount Dollar Amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, Exposure and (ii) to each the relevant Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily aggregate amount Dollar Amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Bank (in each case excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or the processing of drawings thereunder. Participation Unless otherwise specified above, participation fees and fronting fees accrued under this paragraph through and including the last day of March, June, September and December of each year shall be payable on the third (3rd) Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on any the date on which the Revolving Commitments shall terminate and any such fees accruing after the date on which the Revolving Commitments shall have terminated terminate shall be payable on demand. Any other fees payable to any an Issuing Bank pursuant to this paragraph shall be payable within 10 ten (10) days after demand. All participation fees and fronting fees payable under this paragraph shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in Dollars and immediately available funds, to the Person specified above Administrative Agent (or to the relevant Issuing Bank, in the case of fees payable to it) for its own account ordistribution, in the case of facility fees and participation fees paid to the Agentsfees, for distribution to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Subject to Section 2.20, ▇▇▇▇▇▇▇▇ agrees to pay to the Administrative Agent, in US Dollars, Agent for the account of the office (or Affiliate) of each Lender from which such Lender would make Loans to the Company in US Dollars hereunder, on a pro rata basis (based on Commitments) a facility feefee (the “Facility Fee”), which Facility Fee shall accrue at the Applicable Facility Fee Rate on the daily amount of the Commitments of such Lender (whether used or unused) or, after the termination of the Commitments, on the Revolving Credit Exposure of such Lender, during the period from and including the Effective Date but excluding the Maturity DateFee Payment Period; provided that, if such Lender shall continue continues to have any Revolving Credit Exposure after the Maturity Dateits Commitment terminates, then such facility fee Facility Fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the Maturity Date date on which its Commitment terminates to but excluding the date on which such Lender shall cease ceases to have any Revolving Credit Exposure. Accrued facility fees Facility Fees shall be payable in arrears on the last day third (3rd) Business Day of MarchApril, JuneJuly, September October and December January of each year, on any date prior to the Maturity Date on which all the Commitments shall have terminated as applicable, and on the Maturity Date, commencing on the first (1st) such date to occur after the Effective Date; provided that any facility fees Facility Fees accruing after as of the Maturity Date date on which the Commitments terminate shall be payable on demand. All facility Facility Fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year), shall be payable for the actual number of days elapsed (including the first (1st) day but excluding the last day) and shall be payable in US Dollars. (b) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a commission with respect to all outstanding Letters of Credit, which shall accrue at a per annum rate equal to the Term Benchmark Margin then in effect on the Dollar Equivalent of face amount of each such Letter of Credit during the Fee Payment Period, and (ii) to any Issuing Bank a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower and such Issuing Bank on the Dollar Equivalent of its LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the Fee Payment Period, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Accrued participation fees and fronting fees shall be payable in arrears on the third (3rd) Business Day of April, July, October, and January of each year, as applicable, and on the Maturity Date, commencing on the first (1st) such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. For the purposes of the foregoing calculations, the Dollar Equivalent amount shall be calculated on the first Business Day of each calendar month of the related Fee Payment Period using the applicable Exchange Rate for each such non-US Dollar currency in effect as of the close of business on the last Business Day of the immediately preceding calendar month or by such other method that the Administrative Agent and APA may agree; provided that, in connection with any Letter of Credit newly issued in a non-US Dollar currency, the Dollar Equivalent amount of such newly issued Letter of Credit until the end of the calendar month in which such Letter of Credit was issued shall be determined using the Exchange Rate for such non-US Dollar currency in effect as of the close of business on the Business Day immediately preceding the date of issuance of such Letter of Credit. Any other fees payable to any Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first (1st) day but excluding the last day). (b) The Borrowers agree to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to each such Lender’s participations in Letters of Credit, which fee shall accrue at the Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans on the 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 terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily aggregate amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (in each case 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, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any . All Letter of Credit or the processing of drawings thereunder. Participation fees and fronting fees accrued under this paragraph through and including the last day of March, June, September and December of each year Fees 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 any date on which the Commitments shall terminate and any such fees accruing after the date on which the Commitments shall have terminated shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees payable under this paragraph shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)in US Dollars. (c) The Company ▇▇▇▇▇▇▇▇ agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts amounts, in US Dollars and at the times separately agreed upon between the Company Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Person specified above for its own account orAdministrative Agent (or to any Issuing Bank, in the case of facility fees payable to it) for distribution, in the case of Facility Fees and participation fees paid commissions pursuant to the AgentsSection 2.11(c), for distribution to the Lenders. Fees Any and all fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent, in US Dollars, Agent for the account of the office (or Affiliate) of each Revolving Lender from which such Lender would make Loans to the Company in US Dollars hereunder, a facility commitment fee, which shall accrue at the Applicable Rate on the daily amount of the Commitments Available Revolving Commitment of such Lender (whether used or unused) or, after the termination of the Commitments, on the Revolving Credit Exposure of such Lender, during the period from and including the Effective Date to but excluding the Maturity Datedate on which the Revolving Commitment of such Lender terminates; provided that, if such Lender shall continue continues to have any Revolving Credit Exposure after the Maturity Dateits Revolving Commitment terminates, then such facility commitment fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the Maturity Date date on which its Revolving Commitment terminates to but excluding the date on which such Lender shall cease ceases to have any Revolving Credit Exposure. Accrued facility commitment fees shall be payable in arrears on the last day of March, June, September and December of each year, on any date prior to the Maturity Date on which all the Commitments shall have terminated year and on the Maturity Datedate on which the Revolving Commitments terminate, commencing on the first such date to occur after the Effective Datedate hereof; provided that any facility commitment fees accruing after the Maturity Date date on which the Revolving Commitments terminate shall be payable on demand. All facility commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrowers agree Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to each such Lender’s its participations in issued and outstanding Letters of Credit, which fee shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Eurodollar Revolving Loans on the average daily amount Dollar Amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, Exposure and (ii) to each Issuing Bank for its own account a fronting fee, which shall accrue at the rate of 0.125% per annum separately agreed between the Borrower and the applicable Issuing Bank on the average daily aggregate amount Dollar Amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Bank (in each case excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or the processing of drawings thereunder. Participation fees and fronting fees accrued under this paragraph through and including the last day of March, June, September and December of each year shall be payable on the third (3rd) Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on any the date on which the Revolving Commitments shall terminate and any such fees accruing after the date on which the Revolving Commitments shall have terminated terminate shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this paragraph shall be payable within 10 ten (10) days after demand. All participation fees and fronting fees payable under this paragraph shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Participation fees and fronting fees in respect of Letters of Credit denominated in Dollars shall be paid in Dollars, and participation fees and fronting fees in respect of Letters of Credit denominated in a Foreign Currency shall be paid in such Foreign Currency. (c) The Company Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company Borrower and the Administrative Agent. (d) All fees payable hereunder or in connection therewith shall be paid on the dates due, in immediately available funds, to the Person specified above for its own account orAdministrative Agent (or to an Issuing Bank, in the case of facility fees and participation fees paid payable to the Agents, it) for distribution to the Lendersapplicable parties. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent, in US Dollars, Agent for the account of the office (or Affiliate) of each Lender from which such Lender would make Loans to the Company in US Dollars hereunder, a facility fee, which shall accrue at the sum of the Applicable Rate plus the Usage Fee on the average daily amount of the Commitments Available Revolving Commitment of such Lender (whether used or unused) or, after the termination of the Commitments, on the Revolving Credit Exposure of such Lender, during the period from and including the Effective Date to but excluding the Maturity Datedate on which such Commitment terminates; provided thatprovided, if such Lender shall continue continues to have any Revolving Credit Exposure after the Maturity Dateits Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the Maturity Date date on which its Commitment terminates to but excluding the date on which such Lender shall cease ceases to have any Revolving Credit Exposure. Accrued facility fees shall be payable in arrears on the last day Business Day of March, June, September and December of each year, on any date prior to the Maturity Date on which all the Commitments shall have terminated year and on the Maturity Datedate on which the Commitments terminate, commencing on the first such date to occur after the Effective Datedate hereof; provided further that any facility fees accruing after the Maturity Date date on which the Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 365 days (or 366 days in the case of a leap year) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrowers agree Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to each such Lender’s its participations in Letters of Credit, which fee shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each the Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily aggregate amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (in each case 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, as well as such the Issuing Bank’s standard fees with respect to the issuance, amendment, payment, negotiation, renewal or extension of any Letter of Credit or the processing of drawings thereunder. Participation fees and fronting fees accrued under this paragraph through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on any the date on which the Commitments shall terminate and any such fees accruing after the date on which the Commitments shall have terminated terminate shall be payable on demand. Any other fees payable to any the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees payable under this paragraph shall be computed on the basis of a year of 360 365 days (or 366 days in the case of a leap year) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Company Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Person specified above Administrative Agent (or to the Issuing Bank, in the case of fees payable to it) for its own account ordistribution, in the case of facility fees and participation fees paid fees, to the Agents, for distribution to the LendersFinance Parties. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company From the Effective Date until (but excluding) the earlier of the Debt Rating Pricing Election Date and the last day of the Availability Period, the Borrower agrees to pay to the Administrative Agent, for the pro rata account of each Revolving Lender, a commitment fee, computed at the Commitment Fee Rate on the average daily amount of the Available Revolving Commitment of such Revolving Lender during the period for which payment is made, payable quarterly in US Dollarsarrears on the last day of each March, June, September and December of each year and on the 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 shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) From and after the Debt Rating Pricing Election Date, the Borrower agrees to pay to the Administrative Agent, for the account of the office (or Affiliate) of each Lender from which such Lender would make Loans to the Company in US Dollars hereunderRevolving Lender, a facility fee, which shall accrue at the Facility Fee Rate (as set forth in the definition of Applicable Rate Rate) on the daily amount of the Commitments Revolving Commitment of such Lender (whether used or unused) or, after the termination of the Commitments, on the Revolving Credit Exposure of such Lender, during the period from and including the Effective Debt Rating Pricing Election Date to but excluding the Maturity Datedate on which such Commitment terminates; provided that, if such Revolving Lender shall continue continues to have any Revolving Credit Exposure after the Maturity Dateits Revolving Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the Maturity Date date on which its Revolving Commitment terminates to but excluding the date on which such Lender shall cease ceases to have any Revolving Credit Exposure. Accrued facility fees shall be payable in arrears on the last day of March, June, September and December of each year, on any date prior to the Maturity Date on which all the Commitments shall have terminated year and on the Maturity Datedate on which the Revolving Commitments terminate, commencing on the first such date to occur after the Effective Datedate hereof; provided that any facility fees accruing after the Maturity Date date on which the Revolving Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (bc) The Borrowers agree Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to each such Lender’s its participations in Letters of Credit, which fee shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Eurodollar Revolving Loans on the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each the Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily aggregate amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (in each case excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as such the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or the processing of drawings thereunder. Participation fees and fronting fees accrued under this paragraph through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on any the date on which the Revolving Commitments shall terminate and any such fees accruing after the date on which the Revolving Commitments shall have terminated terminate shall be payable on demand. Any other fees payable to any the Issuing Bank pursuant to this paragraph shall be payable within 10 ten (10) days after demand. All participation fees and fronting fees payable under this paragraph shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (cd) The Company Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company Borrower and the Administrative Agent. (de) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Person specified above Administrative Agent (or to the Issuing Bank, in the case of fees payable to it) for its own account ordistribution, in the case of facility fees and participation fees paid to the Agentsfees, for distribution to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent, in US Dollars, Agent for the account of the office (or Affiliate) of each Lender from which such Lender would make Loans to the Company in US Dollars hereunder, (other than any Defaulting Lender) a facility commitment fee, which shall accrue at the relevant percentage set forth in the row entitled “Commitment Fee” in the definition of “Applicable Rate Rate” on the daily amount of by which the Commitments Commitment of such Lender (whether used or unused) or, after the termination of the Commitments, on exceeds the Revolving Credit Exposure of such Lender, Lender during the period from and including the Restatement Effective Date but excluding the Maturity Date; provided that, if such Lender shall continue to have any Revolving Credit Exposure after the Maturity Date, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the Maturity Date to but excluding the date on which such Lender shall cease to have any Revolving Credit ExposureCommitment terminates. Accrued facility commitment fees shall be payable in arrears on the last day of March, June, September and December of each year, on any date prior to the Maturity Date on which all the Commitments shall have terminated year and on the Maturity Datedate on which the Commitments terminate, commencing on the first such date to occur after the Restatement Effective Date; provided that any facility commitment fees accruing after the Maturity Date date on which the Commitments terminate shall be payable on demand. All facility commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrowers agree Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage a participation fee with respect to each such Lender’s its participations in Letters of Credit, which fee shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Restatement 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, Exposure and (ii) to each the applicable Issuing Bank a fronting feefee with respect to each Letter of Credit issued by it, which shall accrue at the a rate of per annum equal to 0.125% per annum on the average daily aggregate amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (in each case excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by the Issuing Bank during the period from and including the Restatement Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as such the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or the processing of drawings thereunder. Participation Unless otherwise specified above, participation fees and fronting fees accrued under this paragraph through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last dayday of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date to occur after the Restatement Effective Date; provided that all such fees shall be payable on any the date on which the Commitments shall terminate and any such fees accruing after the date on which the Commitments shall have terminated terminate shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this paragraph shall be payable within 10 ten (10) days after demand. All participation fees and fronting fees payable under this paragraph shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Company Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Person specified above for its own account orAdministrative Agent (or to the applicable Issuing Bank, in the case of facility fees payable to it) for distribution, in the case of commitment fees and participation fees paid to the Agentsfees, for distribution to the Lenders. Fees The amount of such fees required to be paid hereunder shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent, in US Dollars, Agent for the account of the office (or Affiliate) of each Revolving Credit Lender from which such Lender would make Loans to the Company in US Dollars hereunder, a facility fee, which shall accrue at the Applicable Facility Fee Rate on the average daily amount unused portion of the Commitments of such Lender (whether used or unused) or, after the termination of the Commitments, on the Revolving Credit Exposure Commitment of such Lender, Revolving Credit Lender during the period from and including the Effective Date to but excluding the Maturity Revolving Credit Termination Date; provided that, if such Revolving Credit Lender shall continue continues to have any Revolving Credit Exposure after the Maturity Dateits Revolving Credit Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Revolving Credit Lender’s Revolving Credit Exposure from and including the Maturity Date date on which its Commitment terminates to but excluding the date on which such Revolving Credit Lender shall cease ceases to have any Revolving Credit Exposure. Accrued facility fees shall be payable in arrears on the last day of MarchNovember, JuneFebruary, September May, and December August of each year, on any date prior to the Maturity Date on which all the Commitments shall have terminated year and on the Maturity DateRevolving Credit Termination Date (and on any later date upon which Revolving Credit Exposure ceases to exist, if any), commencing on the first such date to occur after the Effective Datedate hereof; provided that any facility fees accruing after the Maturity Date date on which the Revolving Credit Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Upon a Default that with the passage of time or the giving of notice or both would constitute an Event of Default under subsections (a) and (b) of Article VII, all fees and other amounts (except for the Letter of Credit Fee) will bear interest at two percent per annum above the rate applicable to ABR Loans, until such Default is cured or waived. (b) The Borrowers agree Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender Revolving Credit Lender, based on such Revolving Credit Lender’s Applicable Percentage, a participation letter of credit fee (the “Letter of Credit Fee”) with respect to each such Lender’s participations in Letters Letter of CreditCredit issued hereunder, which fee shall be payable monthly in arrears on the last day of each month commencing with the month after the Effective Date and which shall accrue at a rate per annum equal to the Applicable Rate Margin used to determine the interest rate applicable to Eurocurrency Revolving Eurodollar Loans on the Stated Amount of the Letters of Credit, during the period from and including the Effective Date to but excluding the later of the date on which such Revolving Credit Lender’s Revolving Credit Commitment terminates and the date on which such Revolving Credit Lender ceases to have any LC Exposure; and (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of such Lender’s the Total 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 terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily aggregate amount of the LC Exposure attributable to Letters of Revolving Credit issued by such Issuing Bank (in each case excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Termination 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, as well as such Issuing the Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or the processing of drawings thereunder. Participation fees and fronting Fronting fees accrued under this paragraph through and including the last day of MarchNovember, JuneFebruary, September May, and December August 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 any date on which the Commitments shall terminate Revolving Credit Termination Date and any such fees accruing after the date on which the Commitments shall have terminated Revolving Credit Termination Date shall be payable on demand. Any other fees payable to any the Issuing Bank pursuant to this paragraph shall be payable within 10 ten (10) days after demand. All participation fronting fees and fronting fees payable under this paragraph all Letter of Credit 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). Upon a Default that with the passage of time or the giving of notice or both would constitute an Event of Default under subsections (a) and (b) of Article VII, the Letter of Credit Fee will be increased by two percent per annum, until such Default is cured or waived. (c) The Company Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company Borrower and the Administrative Agent. (d) The Borrower agrees to pay to the Administrative Agent, on the Effective Date, for the account of each Term Lender based on such Term Lender’s Applicable Percentage, a non-refundable facility fee in an aggregate amount equal to $37,500. (e) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Person specified above Administrative Agent (or to the Issuing Bank, in the case of fees payable to it) for its own account ordistribution, in the case of facility fees and participation fees paid Letter of Credit Fees, to the Agents, for distribution to the applicable Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company agrees to pay to the Administrative Agent, in US Dollars, Agent for the account of the office (or Affiliate) of each Lender from which such Lender would make Loans to the Company in US Dollars hereunder, a facility fee, which shall accrue at the Applicable Rate on the daily amount of the Commitments Commitment of such Lender (whether used or unused) or, after the termination of the Commitments, on the Revolving Credit Exposure of such Lender, during the period from and including the Effective Date to but excluding the Maturity Datedate on which such Commitment terminates; provided that, that if such Lender shall continue continues to have any Revolving Credit Exposure after the Maturity Dateits Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the Maturity Date date on which its Commitment terminates to but excluding the date on which such Lender shall cease ceases to have any Revolving Credit Exposure. Accrued facility fees shall be payable in arrears on the last day of March, June, September and December of each year, on any date prior to the Maturity Date on which all the Commitments shall have terminated and on the Maturity Date, commencing on the first such date to occur after the Effective Date; provided that any facility fees accruing after , and on the Maturity Date date on which the Commitments shall be payable on demandhave terminated and the Lenders shall have no Revolving Credit Exposure. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrowers agree Company agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to each such Lender’s its participations in Letters of Credit, which fee shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency LIBOR and EURIBOR Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% or rates per annum separately agreed upon between the Company and such Issuing Bank on the average daily aggregate amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (in each case 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, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or the processing of drawings thereunder. Participation fees and fronting fees accrued under this paragraph through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on any the date on which the Commitments shall terminate and any such fees accruing after the date on which the Commitments shall have terminated terminate shall be payable on demand. Any other fees payable to any the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees payable under this paragraph shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Person specified above for its own account orAdministrative Agent (or to the Issuing Banks, in the case of facility fees and participation fees paid payable to the Agents, it) for distribution to the LendersPersons entitled thereto. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent, in US Dollars, Agent for the account of the office (or Affiliate) of each Lender from which such Lender would make Loans to a commitment fee (the Company in US Dollars hereunder, a facility fee“Commitment Fees”), which shall accrue at the Applicable Rate on the daily amount of (if any) by which the Commitments Commitment of such Lender (whether used or unused) or, after the termination of the Commitments, on exceeds the Revolving Credit Exposure of such Lender, Lender during the period from and including the Effective Date but excluding the Maturity Date; provided that, if such Lender shall continue to have any Revolving Credit Exposure after the Maturity Date, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the Maturity Closing Date to but excluding the date on which such Lender shall cease to have any Revolving Credit ExposureCommitment terminates. Accrued facility fees Commitment Fees shall be payable in arrears on the first Business Day following the last day of March, June, September and December of each year, on any date prior to the Maturity Date on which all the Commitments shall have terminated year and on the Maturity Datedate on which the Commitments terminate, commencing on the first such date to occur after the Effective Closing Date; provided that any facility fees accruing after the Maturity Date shall be payable on demand. All facility fees Commitment Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrowers agree Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage, a participation fee with respect to each such Lender’s its participations in Letters of Credit, which fee shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Closing Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank Bank, for its own account, a fronting feefee with respect to each Letter of Credit issued by it in the amount agreed between such Issuing Bank and the Borrower prior to the issuance of such Letter of Credit, which shall accrue at the rate of 0.125% per annum on the average daily aggregate amount of the Total LC Exposure attributable to Letters such Letter of Credit issued by such Issuing Bank (in each case excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date date of issuance of such Letter of Credit to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC ExposureExposure attributable to such Letter of Credit and (iii) to each Issuing Bank, as well as for its own account, such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or the processing of drawings thereunder. Participation fees and fronting fees accrued under this paragraph through and including the last day of March, June, September and December of each year shall be payable in arrears on the third first Business Day following such last day, commencing on the first such date to occur after the Effective Closing Date; provided that all such fees shall be payable on any the date on which the Commitments shall terminate and any such fees accruing after the date on which the Commitments shall have terminated terminate shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this paragraph shall be payable within 10 30 days after demand. All participation fees and fronting fees payable under this paragraph shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The amount of participation and fronting fees payable hereunder shall be set forth in a written invoice or other notice delivered to the Borrower by the Administrative Agent or, in the case of fronting fees, by the applicable Issuing Bank. (c) The Company Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Person specified above for its own account orAdministrative Agent (or to the applicable Issuing Bank, in the case of facility fees payable to it) for distribution, in the case of commitment fees and participation fees paid fees, to the Agents, for distribution to the LendersLenders entitled thereto. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company agrees to pay to the Administrative Agent, in US Dollars, Agent for the account of the office (or Affiliate) of each Revolving Lender from which such Lender would make Loans to the Company in US Dollars hereunder, a facility fee, which shall accrue at the Applicable Rate on the daily amount of the Commitments aggregate Revolving Commitment (whether drawn or undrawn) of such Lender (whether used or unused) or, after the termination of the Commitments, on the Revolving Credit Exposure of such Lender, during the period from and including the Effective Date to but excluding the Maturity Datedate on which such Revolving Commitment terminates; provided that, if such Lender shall continue continues to have any Revolving Credit Exposure after the Maturity Dateits Revolving Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender▇▇▇▇▇▇’s Revolving Credit Exposure from and including the Maturity Date date on which its Revolving Commitment terminates to but excluding the date on which such Lender shall cease ceases to have any Revolving Credit Exposure. Accrued facility fees shall be payable in arrears on the last day Business Day of March, June, September and December of each year, on any date prior to the Maturity Date on which all the Commitments shall have terminated year and on the Maturity Datedate on which the Revolving Commitments terminate, commencing on the first such date to occur after the Effective Date; provided that any facility fees accruing after the Maturity Date date on which the Revolving Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrowers agree to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to each such Lender’s its participations in Standby Letters of Credit, which fee shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Term SOFR Revolving Loans on the average daily amount Dollar Amount of such Lender’s LC Exposure in respect of Standby Letters of Credit (excluding any portion thereof attributable to unreimbursed LC DisbursementsDisbursements in respect of Standby 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 Revolving Commitment terminates and the date on which such Lender ceases to have any LC ExposureExposure in respect of Standby Letters of Credit, and (ii) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Commercial Letters of Credit, which shall accrue at the Applicable Rate applicable to Commercial Letters of Credit on the average daily Dollar Amount of such Lender’s LC Exposure in respect of Commercial Letters of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements in respect of Commercial Letters of Credit) during the period from and including the Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure in respect of Commercial Letters of Credit and (iii) to the relevant Issuing Bank for its own account a fronting fee, which shall accrue at the a rate per annum of 0.125% per annum on the average daily aggregate amount Dollar Amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Bank (in each case excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or the processing of drawings thereunder. Participation Unless otherwise specified above, participation fees and fronting fees accrued under this paragraph through and including the last day of March, June, September and December of each year shall be payable on the third (3rd) Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on any the date on which the Revolving Commitments shall terminate and any such fees accruing after the date on which the Revolving Commitments shall have terminated terminate shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this paragraph shall be payable within 10 days ten (10) Business Days after demand. All participation fees and fronting fees payable under this paragraph shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Participation fees and fronting fees in respect of Letters of Credit denominated in Dollars shall be paid in Dollars, and participation fees and fronting fees in respect of Letters of Credit denominated in a Foreign Currency shall be paid in such Foreign Currency. (c) The Company agrees to pay to the Administrative Agent for the account of each Delayed Draw Term Lender (other than a Defaulting Lender) a ticking fee, which shall accrue at a rate of 0.09% times the average daily amount of the unused Delayed Draw Term Loan Commitments of such Delayed Draw Term Lender during the period from and including the Effective Date to the earlier of (i) the termination in full of the Delayed Draw Term Loan Commitments and (ii) Delayed Draw Commitment Termination Date. Such accrued ticking fees shall be payable in arrears on the earlier of (i) the termination in full of the Delayed Draw Term Loan Commitments and (ii) the Delayed Draw Commitment Termination Date. (d) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative AgentAgent (including, for the avoidance of doubt, the Facilities Fee Letter between the Company, Bank of America, N.A. and BofA Securities, Inc.). (de) All fees payable hereunder shall be paid on the dates due, in Dollars (except as otherwise expressly provided in this Section 2.12) and immediately available funds, to the Person specified above Administrative Agent (or to each Issuing Bank, in the case of fees payable to it) for its own account ordistribution, in the case of facility fees and participation fees paid fees, to the Agents, for distribution to the applicable Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent, in US Dollars, Agent for the account of the office (or Affiliate) of each Lender from which such Lender would make Loans to having a Revolving Commitment under the Company in US Dollars hereunderExisting Revolving Facility, a facility commitment fee, which shall accrue at a rate per annum equal to the Applicable Commitment Fee Rate on the daily amount of such unused Revolving Commitment (provided that Swingline Loans shall not be deemed to be a use of the Revolving Commitments for the purpose of the calculation of such Lender (whether used or unusedcommitment fee) or, after the termination of the Commitments, on the Revolving Credit Exposure of such Lender, during the period from and including the Effective Date but excluding the Maturity Date; provided that, if such Lender shall continue to have any Revolving Credit Exposure after the Maturity Date, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the Maturity Fourth Restatement Closing Date to but excluding the date on which such Lender shall cease to have any Revolving Credit ExposureCommitment terminates (it being understood that LC Exposure constitutes a use of the Revolving Commitment). Accrued facility commitment fees and undrawn fees shall be payable in arrears on the last day of March, June, September and December of each year, on any each date prior to the Maturity Date on which all the applicable Commitments shall have terminated are permanently reduced and on the Maturity Datedate on which the applicable Commitments terminate, commencing on the first such date to occur after the Effective Fourth Restatement Closing Date; provided that any facility fees accruing after the Maturity Date shall be payable on demand. All facility commitment fees and undrawn fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrowers agree Borrower agrees to pay to (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to each such Lender’s its participations in Letters of Credit, which fee shall accrue at rate per annum equal to the Applicable Rate used Margin (with respect to determine the interest rate applicable to Eurocurrency Revolving Loans Eurodollar Borrowings) on the daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Fourth Restatement Closing Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, Exposure and (ii) to each the Issuing Bank for its own account a fronting fee, which shall accrue at the a rate of 0.125% per annum equal to 0.25% on the average daily aggregate amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (in each case excluding any portion thereof attributable to unreimbursed LC Disbursements) with respect to each Letter of Credit during the period from and including the Effective Fourth Restatement Closing Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any such LC Exposure, as well as such the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or the processing of drawings thereunder. Participation Accrued participation fees and fronting fees accrued under this paragraph through and including shall be payable in arrears on the last day of March, June, September and December of each year shall be payable on the third Business Day following such last dayyear, commencing on the first such date to occur after the Effective Fourth Restatement Closing Date; provided that all such fees shall be payable on any the date on which the Revolving Commitments shall terminate and any such fees accruing after the date on which the Revolving Commitments shall have terminated terminate shall be payable on demand. Any other fees payable to any the Issuing Bank pursuant to this paragraph shall be payable within 10 ten days after demand. All participation fees and fronting fees payable under this paragraph shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Company Borrower agrees to pay to the Administrative Agenteach Credit Party, for its own account, the fees and other amounts payable in connection herewith in the amounts and at the times separately agreed upon between the Company Borrower and the Administrative Agentsuch Credit Party. (d) All fees and other amounts payable hereunder shall be paid on the dates due, in immediately available funds, funds to the Person specified above Administrative Agent for its own account ordistribution, in the case of facility fees commitment fees, undrawn fees, and participation fees paid to the Agentsfees, for distribution to the Lenders. Fees paid hereunder shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent, in US Dollars, Agent for the account of the office (or Affiliate) of each Lender from which such Lender would make Loans to the Company in US Dollars hereunder, a facility fee, which shall accrue at the Applicable Rate on the daily amount of the Commitments Commitment of such Lender (whether used or unused) or, after the termination of the Commitments, on the Revolving Credit Exposure of such Lender, during the period from and including the Effective Date to but excluding the Maturity Datedate on which such Commitment terminates; provided that, if such Lender shall continue continues to have any Revolving Credit Exposure after the Maturity Dateits Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the Maturity Date date on which its Commitment terminates to but excluding the date on which such Lender shall cease ceases to have any Revolving Credit Exposure. Accrued facility Facility fees shall be payable in arrears on accrued through and including the last day of March, June, September and December of each year, year shall be payable in arrears on any date prior to the Maturity Date on which all fifteenth day following the Commitments shall have terminated such last day and on the Maturity Datedate on which the Commitments terminate, commencing on the first such date to occur after the Effective Datedate hereof; provided that any facility fees accruing after the Maturity Date date on which the Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrowers agree Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to each such Lender’s its participations in Letters of Credit, which fee shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Eurodollar Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, Exposure and (ii) to each Issuing Bank for its own account a fronting fee, which shall accrue at the rate of 0.125% or rates per annum separately agreed upon between the Borrower and the Issuing Bank on the average daily aggregate amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Bank (in each case 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, as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or the processing of drawings thereunder. Participation fees and fronting fees accrued under this paragraph through and including the last day of March, June, September and December of each year shall be payable on the third Business Day fifteenth day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on any the date on which the Commitments shall terminate and any such fees accruing after the date on which the Commitments shall have terminated terminate shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this paragraph shall be payable within 10 ten (10) days after demand. All participation fees and fronting fees payable under this paragraph shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Company Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Person specified above Administrative Agent (or to an Issuing Bank, in the case of fees payable to it) for its own account ordistribution, in the case of facility fees and participation fees paid to the Agentsfees, for distribution to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company agrees to pay to the Administrative Agent, in US Dollars, Agent for the account of the office (or Affiliate) of each Revolving Lender from which such Lender would make Loans to the Company in US Dollars hereunder, a facility commitment fee, which shall accrue at the Applicable Rate on the daily amount of the Commitments Available Revolving Commitment of such Lender (whether used or unused) or, after the termination of the Commitments, on the Revolving Credit Exposure of such Lender, during the period from and including the Original Effective Date to but excluding the Maturity Datedate on which such Commitment terminates; provided that, if such Lender shall continue continues to have any Revolving Credit Exposure after the Maturity Dateits Revolving Commitment terminates, then such facility commitment fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the Maturity Date date on which its Revolving Commitment terminates to but excluding the date on which such Lender shall cease ceases to have any Revolving Credit Exposure. Accrued facility commitment fees shall be payable in arrears on the last day of March, June, September and December of each year, on any date prior to the Maturity Date on which all the Commitments shall have terminated year and on the Maturity Datedate on which the Commitments terminate, commencing on the first such date to occur after the Original Effective Date; provided that any facility fees accruing after the Maturity Date shall be payable on demand. All facility commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrowers agree Company agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to each such Lender’s its participations in Letters of Credit, which fee shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans on the average daily amount Dollar Amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Original Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, Exposure and (ii) to each the Issuing Bank for its own account a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily aggregate amount Dollar Amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (in each case excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by the Issuing Bank during the period from and including the Original Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as such the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or the processing of drawings thereunder. Participation Unless otherwise specified above, participation fees and fronting fees accrued under this paragraph through and including the last day of March, June, September and December of each year shall be payable on the third (3rd) Business Day following such last day, commencing on the first such date to occur after the Original Effective Date; provided that all such fees shall be payable on any the date on which the Revolving Commitments shall terminate and any such fees accruing after the date on which the Revolving Commitments shall have terminated terminate shall be payable on demand. Any other fees payable to any the Issuing Bank pursuant to this paragraph shall be payable within 10 ten (10) days after demand. All participation fees and fronting fees payable under this paragraph shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Company shall pay to the Administrative Agent for the account of each U.S. Term Lender a ticking fee, which shall accrue at the Applicable Rate on the amount of the U.S. Term Loan Commitment of such Lender during the period from and including December 1, 2011 (if the Company has not borrowed the U.S. Term Loans prior to such date) to but excluding the earlier of (i) the date on which the U.S. Term Loans are funded (the “Funding Date”) and (ii) March 31, 2012. Accrued ticking fees shall be payable, to the extent occurring prior to the Funding Date, in arrears on December 31, 2011 and on March 31, 2012, and on, and until, the Funding Date, unless the U.S. Term Loan Commitments are terminated in whole on an earlier date, in which event the ticking fee for the period up to the date of such termination in whole shall be paid on the date of such termination. All ticking fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (d) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. (de) All fees payable hereunder shall be paid on the dates due, in Dollars (except as otherwise expressly provided in this Section 2.12) and immediately available funds, to the Person specified above for its own account orAdministrative Agent (or to the Issuing Bank, in the case of facility fees payable to it) for distribution, in the case of commitment fees and participation fees paid to the Agentsfees, for distribution to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent, in US Dollars, Agent for the account of the office (or Affiliate) of each Revolving Lender from which such Lender would make Loans to the Company in US Dollars hereunder, a facility commitment fee, which shall accrue at the Applicable Rate on the average daily amount of the Commitments Available Revolving Commitment of such Lender (whether used or unused) or, after the termination of the Commitments, on the Revolving Credit Exposure of such Lender, during the period from and including the Effective Date to but excluding the Maturity Datedate on which such Commitment terminates; provided that, if such Lender shall continue continues to have any Revolving Credit Exposure after the Maturity Dateits Revolving Commitment terminates, then such facility commitment fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the Maturity Date date on which its Revolving Commitment terminates to but excluding the date on which such Lender shall cease ceases to have any Revolving Credit Exposure. Accrued facility commitment fees shall be payable in arrears on the last day of March, June, September and December of each year, on any date prior to the Maturity Date on which all the Commitments shall have terminated year and on the Maturity Datedate on which the Revolving Commitments terminate, commencing on the first such date to occur after the Effective Datedate hereof; provided that any facility commitment fees accruing after the Maturity Date date on which the Revolving Commitments terminate shall be payable on demand. All facility commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrowers agree Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to each such Lender’s its participations in Letters of Credit, which fee shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Eurodollar Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, Exposure and (ii) to each the Issuing Bank for its own account a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily aggregate amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (in each case excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by the Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as such the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or the processing of drawings thereunder. Participation Unless otherwise specified above, participation fees and fronting fees accrued under this paragraph through and including the last day of March, June, September and December of each year shall be payable on the third (3rd) Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on any the date on which the Revolving Commitments shall terminate and any such fees accruing after the date on which the Revolving Commitments shall have terminated terminate shall be payable on demand. Any other fees payable to any the Issuing Bank pursuant to this paragraph shall be payable within 10 ten (10) days after demand. All participation fees and fronting fees payable under this paragraph shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Company Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Person specified above for its own account orAdministrative Agent (or to the Issuing Bank, in the case of facility fees payable to it) for distribution, in the case of commitment fees and participation fees paid fees, to the Agents, for distribution to the applicable Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company agrees to pay to the Administrative Agent, in US Dollars, Agent for the account of the office (or Affiliate) of each Lender from which such Lender would make Loans to the Company in US Dollars hereunder, a facility fee, which shall accrue at the Applicable Rate on the daily amount of the Commitments Commitment of such Lender (whether used or unused) or, after the termination of the Commitments, on the Revolving Credit Exposure of such Lender, during the period from and including the Effective Date to but excluding the Maturity Datedate on which such Commitment terminates; provided that, if such Lender shall continue continues to have any Revolving Credit Exposure after the Maturity Dateits Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the Maturity Date date on which its Commitment terminates to but excluding the date on which such Lender shall cease ceases to have any Revolving Credit Exposure; provided further that no facility fee shall be paid to a Defaulting Lender as provided in Section 2.24(a). Accrued facility fees shall be payable in arrears on the last day of March, June, September and December of each year, on any date prior to the Maturity Date on which all the Commitments shall have terminated year and on the Maturity Datedate on which the Commitments terminate, commencing on the first such date to occur after the Effective Datedate hereof; provided that any facility fees accruing after the Maturity Date date on which the Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrowers agree Company agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to each such Lender’s its participations in Letters of Credit, which fee shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans on the average daily amount Dollar Amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each the Issuing Bank for its own account a fronting fee, which shall accrue at the a rate of 0.125% per annum separately agreed upon between the Company and the Issuing Bank on the average daily aggregate amount Dollar Amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (in each case 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, as well as such the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or the processing of drawings thereunder. Participation fees and fronting fees accrued under this paragraph through and including the last day of March, June, September and December of each year shall be payable on the third (3rd) Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on any the date on which the Commitments shall terminate and any such fees accruing after the date on which the Commitments shall have terminated terminate shall be payable on demand. Any other fees payable to any the Issuing Bank pursuant to this paragraph shall be payable within 10 ten (10) days after demand. All participation fees and fronting fees payable under this paragraph shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in Dollars (except as otherwise expressly provided in this Section) and immediately available funds, to the Person specified above Administrative Agent (or to the Issuing Bank, in the case of fees payable to it) for its own account ordistribution, in the case of facility fees and participation fees paid to the Agentsfees, for distribution to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company agrees to pay to the Administrative Agent, in US Dollars, Agent for the account of the office (or Affiliate) of each Lender from which such Lender would make Loans to the Company in US Dollars hereunder, a facility fee, which shall accrue at the Applicable Rate on the daily amount of the Commitments Revolving Commitment of such Lender (whether used or unused) or, after the termination of the Commitments, on the Revolving Credit Exposure of such Lender, during the period from and including the Effective Date to but excluding the Maturity Datedate on which such Revolving Commitment terminates; provided that, if such Lender shall continue continues to have any Revolving Credit Exposure after its Revolving Commitment terminates (including as a result of the Maturity Dateexercise of the Term-Out Option), then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the Maturity Date date on which its Revolving Commitment terminates to but excluding the date on which such Lender shall cease ceases to have any Revolving Credit Exposure. The Administrative Agent will give the Company three Business Days’ notice of the amount of the facility fee payable on each payment date. Accrued facility fees shall be payable in arrears on the last day of March, June, September and December of each year, on any the date prior to on which the Maturity Revolving Commitments terminate and, if the Term-Out Option is exercised, on each date following the Termination Date on which all the Commitments shall have terminated and on the Maturity Dateany Revolving Loans are repaid, commencing on the first such date to occur after the Effective Datedate hereof; provided that any facility fees accruing after the Maturity Date date on which the Revolving Commitments terminate (other than as a result of, and following, the exercise of the Term-Out Option) shall be payable on demand. All facility fees in respect of Revolving Commitments shall be payable in Dollars and shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrowers agree For each day on which the Total Credit Exposure is in excess of 50% of the total Revolving Commitments as of such day and for each day after the termination of the Revolving Commitments on which any Revolving Loan remains outstanding, the Company agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to each such Lender’s participations in Letters of Credit, which fee shall accrue at the Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans on the 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 terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank a fronting utilization fee, which shall accrue at the rate of 0.125% per annum Applicable Rate on the average daily aggregate amount of the LC Revolving Credit Exposure attributable to Letters of Credit issued by such Issuing Bank (Lender on such day. Accrued utilization fees shall be payable in each case 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 arrears on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or the processing of drawings thereunder. Participation fees and fronting fees accrued under this paragraph through and including the last day of March, June, September and December of each year shall be payable and on the third Business Day date on which the Revolving Commitments terminate and, if the Term-Out Option is exercised, on each date following such last daythe Termination Date on which any Revolving Loans are repaid, commencing on the first such date to occur after the Effective Datedate hereof; provided that all such fees shall be payable on any date on which the Commitments shall terminate and any such utilization fees accruing after the date on which the Revolving Commitments shall have terminated terminate (other than as a result of, and following, the exercise of the Term-Out Option) shall be payable on demand. Any other All utilization fees payable to any Issuing Bank pursuant to this paragraph in respect of the Revolving Commitments shall be payable within 10 days after demand. All participation fees in Dollars and fronting fees payable under this paragraph shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in Dollars in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Person specified above Administrative Agent for its own account ordistribution, in the case of facility fees and participation fees paid utilization fees, to the Agents, for distribution to the applicable Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company agrees Borrowers agree to pay to the Administrative Agent, in US Dollars, Agent for the account of the office (or Affiliate) of each Lender from which such Lender would make Loans to the Company in US Dollars hereunder, a facility fee, which shall accrue at the relevant Facility Fee Rate specified in the definition of Applicable Rate on the daily amount of the Commitments Commitment of such Lender (whether used or unused) or, after the termination of the Commitments, on the Revolving Credit Exposure of such Lender, during the period from and including the Effective Date to but excluding the Maturity Commitment Termination Date; provided that, if such Lender shall continue continues to have any Revolving Credit Exposure after the Maturity Commitment Termination Date, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the Maturity Commitment Termination Date to but excluding the date on which such Lender shall cease ceases to have any Revolving Credit Exposure. Accrued facility fees shall be payable in arrears on the last day of each March, June, September and December of each year, on any date prior to the Maturity Date on which all the Commitments shall have terminated year and on the Maturity Commitment Termination Date, commencing on the first such date to occur after the Effective Date; provided that any facility fees accruing after the Maturity Commitment Termination Date shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrowers agree Company agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to each such Lender’s its participations in Letters of Credit, which fee shall accrue at the Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates Termination Date and the date on which such Lender ceases to have any LC Exposure, and . (iic) The relevant Borrower with respect to each Letter of Credit agrees to pay to the Issuing Bank Lender of such Letter of Credit (i) a fronting fee, which shall accrue at the a rate of 0.125% per annum separately agreed by the Company and such Issuing Lender, on the average daily aggregate amount of the LC Exposure attributable to Letters such Letter of Credit issued by such Issuing Bank (in each case excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date date of issuance of such Letter of Credit to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any such LC Exposure, as well as Exposure under such Letter of Credit and (ii) such Issuing BankLender’s standard fees with respect to the issuance, amendment, renewal or extension of any such Letter of Credit or the processing of drawings thereunder. . (d) Participation fees and fronting fees accrued under this paragraph through and including the last day of March, June, September and December of each year calendar quarter shall be payable on the third Business Day of the calendar month following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on any date on which the Commitments shall terminate Commitment Termination Date and any such fees accruing after the date on which the Commitments shall have terminated Commitment Termination Date shall be payable on demand. Any other fees payable to any Issuing Bank Lender pursuant to this paragraph (c) above shall be payable at the times separately agreed upon between the Company or the relevant Borrower and such Issuing Lender or otherwise within 10 days after demand. All participation fees and fronting fees payable under this paragraph shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (ce) The Company agrees Borrowers agree to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon in writing between the Company and the Administrative Agent. (df) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Person specified above Administrative Agent for its own account ordistribution, in the case of facility fees and participation fees paid to the Agentscommitment fees, for distribution to the Lendersin accordance with this Section 2.12. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company agrees to pay to the Administrative Agent, in US Dollars, Agent for the account of the office (or Affiliate) of each Lender from which such Lender would make Loans to the Company in US Dollars hereunder, a facility fee, fee (“Facility Fee”) in Dollars which shall accrue at the Applicable Rate for Facility Fee on the average daily amount of the Commitments Commitment of such Lender (whether used or unused) or, after the termination of the Commitments, on the Revolving Credit Exposure of such Lender, (other than with respect to a Defaulting Lender as provided in Section 2.23(a)) during the period from and including the Effective Date date hereof to but excluding the Maturity Datedate on which such Commitment terminates; provided that, if such Lender shall continue continues to have any Revolving Credit Exposure after the Maturity Dateits Commitment terminates, then such facility fee Facility Fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the Maturity Date date on which its Commitment terminates to but excluding the date on which such Lender shall cease ceases to have any Revolving Credit Exposure. Accrued facility fees Facility Fees shall be payable in arrears on the last day of March, June, September and December of each year, on any date prior to the Maturity Date on which all the Commitments shall have terminated year and on the Maturity Datedate on which the Commitments terminate, commencing on the first such date to occur after the Effective Datedate hereof; provided that any facility fees Facility Fee accruing after the Maturity Date date on which the Commitments terminate shall be payable on demand. All facility fees Facility Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrowers agree Company agrees to pay to the Administrative Agent, for its own account, the administrative and other fees separately agreed upon between the Company and the Administrative Agent (collectively, the “Administrative Fees”). (c) The Company agrees to pay (i) to the Administrative Agent for the account of each Lender (including the Issuing Lender) a participation fee with respect to each such Lender’s its participations in Letters of Credit, which fee shall accrue at a rate per annum equal to the Applicable Rate used to determine the interest rate applicable to interest on Eurocurrency Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, Exposure and (ii) to each Issuing Bank Lender (including each Lender in the case of a Several Letter of Credit) a fronting fee, which shall accrue at the rate of 0.125% per annum agreed to by the Company and the applicable Issuing Lender on the average daily aggregate amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (in each case excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Lender 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, as well as such Issuing BankLender’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or the processing of drawings thereunder. Participation fees and fronting fees accrued under this paragraph through and including shall be payable on the last day of March, June, September and December of each year shall be payable on the third Business Day following such last dayyear, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on any the date on which the Commitments shall terminate and any such fees accruing after the date on which the Commitments shall have terminated terminate shall be payable on demand. Any other fees payable to any an Issuing Bank Lender pursuant to this paragraph shall be payable within 10 days promptly after demand. All participation fees and fronting fees payable under this paragraph shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Person specified above Administrative Agent (or to the Issuing Lender, in the case of fees payable to it) for its own account ordistribution, in the case of facility fees and participation fees paid to the Agentsfees, for distribution to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company agrees Borrowers agree to pay to the Administrative Agent, in US Dollars, for the account of the office (or Affiliate) of each Lender from which such Lender would make Loans to the Company in US Dollars hereunder, hereunder (which office or Affiliate shall be specified by each Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph) a facility fee, which shall accrue at the relevant Facility Fee Rate specified in the definition of Applicable Rate on the daily amount of the Commitments of such Lender (whether used or unused) or, after the termination of the Commitments, on the Revolving Credit Exposure of such Lender, Lender during the period from and including the Effective Date date of this Agreement to but excluding the Maturity Datedate on which its Commitments terminate; provided that, if such Lender shall continue continues to have any Revolving Credit Exposure after the Maturity Dateits Commitments terminate, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the Maturity Date date on which its Commitments terminate to but excluding the date on which such Lender shall cease ceases to have any Revolving Credit Exposure. Accrued facility fees shall be payable in arrears on the last day of March, June, September and December of each year, on any date prior to the Maturity Date on which all the Commitments shall have terminated and on the Maturity Date, commencing on the first such date to occur after the Effective Datedate hereof; provided that any facility fees accruing after the Maturity Date date on which all the Commitments shall have been terminated shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrowers agree Company and each Borrowing Subsidiary agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to each such Lender’s its participations in Letters of Credit, which fee shall accrue at the same Applicable Rate used from time to time to determine the interest rate applicable to Eurocurrency Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date date hereof to but excluding the later of the date on which the last of such Lender’s Commitment Commitments terminates and the date on which such Lender ceases to have any LC Exposure, Exposure and (ii) to each Issuing Bank Bank, a fronting fee, which shall accrue at the rate of 0.125% or rates per annum separately agreed upon between the Company and the applicable Issuing Bank on the average daily aggregate amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (in each case excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of all the Commitments and the date on which there ceases to be any LC ExposureExposure attributable to Letters of Credit issued by such Issuing Bank, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or the processing of drawings thereunder. Participation fees and fronting fees accrued under this paragraph through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Datedate hereof; provided that all such fees shall be payable on any the date on which all the Commitments shall terminate and any such fees accruing after the date on which all the Commitments shall have terminated terminate shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees payable under this paragraph shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Company agrees Borrowers agree to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company any Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Person specified above Administrative Agent (or to each Issuing Bank, in the case of fees payable to it) for its own account or, in the case of facility fees and Letter of Credit participation fees paid to the Agentsfees, for distribution to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company agrees to pay to the Administrative Agent, in US Dollars, Agent for the account of the office (or Affiliate) of each Lender from which such Lender would make Loans to the Company in US Dollars hereunder, a facility feefee in Dollars, which shall accrue at the Applicable Rate on the daily amount of the Commitments Commitment of such Lender (whether used or unused) or, after the termination of the Commitments, on the Revolving Credit Exposure of such Lender, during the period from and including the Effective Date to but excluding the Maturity Datedate on which such Commitment terminates; provided that, if such Lender shall continue continues to have any Revolving Credit Exposure after the Maturity Dateits Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the Maturity Date date on which its Commitment terminates to but excluding the date on which such Lender shall cease ceases to have any Revolving Credit Exposure. Accrued facility fees shall be payable quarterly in arrears on the last day of March, June, September and December of each year, on any date prior to the Maturity Date on which all the Commitments shall have terminated and on the Maturity Payment Date, commencing on the first such date to occur after the Effective Datedate hereof; provided that any facility fees accruing after the Maturity Date date on which the Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrowers agree Company agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to each such Lender’s its participations in Letters of Credit, which fee shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans on the daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) Applicable Percentage of the face amount of all outstanding Letters of Credit during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, Exposure and (ii) to each Issuing Bank for its own account a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily aggregate face amount of the LC Exposure attributable to all outstanding Letters of Credit issued by such each Issuing Bank (in each case 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, as well as such each Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, maintenance, transfer, presentment, renewal or extension of any Letter of Credit or the processing of drawings thereunder. Participation Unless otherwise specified above, participation fees and fronting fees accrued under this paragraph through and including the last day of March, June, September and December of each year shall be payable quarterly in arrears on the third Business Day following such last dayeach Payment Date, commencing on the first such date to occur after the Effective Datedate hereof; provided that all such fees shall be payable on any date on which the Commitments shall terminate and any such fees accruing after the date on which the Commitments shall have terminated terminate shall be payable on demand. Any other fees payable to any the Issuing Bank Banks pursuant to this paragraph shall be payable within 10 days after on demand. All participation fees and fronting fees payable under this paragraph shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Participation fees and fronting fees shall be paid in Dollars. (c) The Company agrees to pay to (i) the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent and (ii) the Syndication Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Syndication Agent. (d) All fees payable hereunder shall be paid on the dates due, in Dollars (except as otherwise expressly provided in this Section 2.12) and immediately available funds, to the Person specified above Administrative Agent (or to the Issuing Banks or the Syndication Agent, in the case of fees payable to them) for its own account ordistribution, in the case of facility fees and participation fees paid to the Agentsfees, for distribution to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent, in US Dollars, Agent for the account of the office (or Affiliate) of each Lender from which such Lender would make Loans to the Company in US Dollars hereunder, a facility fee, which shall accrue at the Applicable Rate on the daily amount of the Commitments Commitment of such Lender (whether used or unused) or, after the termination of the Commitments, on the Revolving Credit Exposure of such Lender, during the period from and including the Effective Closing Date to but excluding the Maturity Datedate on which such Commitment terminates; provided that, if such Lender shall continue continues to have any Revolving Credit Exposure after the Maturity Dateits Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s ▇▇▇▇▇▇'s Revolving Credit Exposure from and including the Maturity Date date on which its Commitment terminates to but excluding the date on which such Lender shall cease ceases to have any Revolving Credit Exposure. Accrued facility Facility fees shall be payable in arrears on accrued through and including the last day of March, June, September and December of each year, year shall be payable in arrears on any date prior to the Maturity Date on which all the Commitments shall have terminated fifteenth day following such last day and on the Maturity Datedate on which the Commitments terminate, commencing on the first such date to occur after the Effective Datedate hereof; provided that any facility fees accruing after the Maturity Date date on which the Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrowers agree Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to each such Lender’s its participations in Letters each outstanding Letter of Credit, which fee shall accrue on the daily maximum amount then available to be drawn under such Letter of Credit at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Term Benchmark Revolving Loans on the daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) Loans, during the period from and including the Effective Closing Date to but excluding the later of the date on which such Lender’s ▇▇▇▇▇▇'s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank for its own account a fronting feefee with respect to each Letter of Credit issued by such Issuing Bank, which shall accrue at the rate of 0.125% per annum on the average daily aggregate maximum amount then available to be drawn under such Letter of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (in each case excluding any portion thereof attributable to unreimbursed LC Disbursements) Credit, during the period from and including the Effective Closing Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC ExposureExposure with respect to Letters of Credit issued by such Issuing Bank, as well as such Issuing Bank’s 's standard fees with respect to the issuance, amendment, renewal amendment or extension of any Letter of Credit or and other processing fees, and other standard costs and charges, of such Issuing bank relating the processing Letters of drawings thereunderCredit as from time to time in effect. Participation fees and fronting fees accrued under this paragraph through and including the last day of March, June, September and December of each year shall be payable on the third Business Day fifteenth day following such last day, commencing on the first such date to occur after the Effective Closing Date; provided that all such fees shall be payable on any the date on which the Commitments shall terminate and any such fees accruing after the date on which the Commitments shall have terminated terminate shall be payable on demand. Any other fees payable to any an Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees payable under this paragraph shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Company Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Person specified above Administrative Agent (or to the Issuing Bank, in the case of fees payable to it) for its own account ordistribution, in the case of facility fees and participation fees paid to the Agentsfees, for distribution to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent, in US Dollars, Agent for the account of the office (or Affiliate) of each Lender from which such Lender would make Loans to the Company in US Dollars hereunder, a facility commitment fee, which shall accrue at the Applicable Rate on the average daily amount of the Commitments Available Revolving Commitment of such Lender (whether used or unused) or, after the termination of the Commitments, on the Revolving Credit Exposure of such Lender, during the period from and including the Effective Date to but excluding the Maturity Datedate on which such Commitment terminates; provided that, if such Lender shall continue continues to have any Revolving Credit Exposure after the Maturity Dateits Commitment terminates, then such facility commitment fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the Maturity Date date on which its Commitment terminates to but excluding the date on which such Lender shall cease ceases to have any Revolving Credit Exposure. Accrued facility commitment fees shall be payable in arrears on the last day of March, June, September and December of each year, on any date prior to the Maturity Date on which all the Commitments shall have terminated year and on the Maturity Datedate on which the Commitments terminate, commencing on the first such date to occur after the Effective Datedate hereof; provided that any facility commitment fees accruing after the Maturity Date date on which the Commitments terminate shall be payable on demand. All facility commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrowers agree Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to each such Lender’s its participations in Letters of Credit, which fee shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Eurodollar Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, Exposure and (ii) to each the Issuing Bank for its own account a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily aggregate amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (in each case excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by the Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as such the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or the processing of drawings thereunder. Participation Unless otherwise specified above, participation fees and fronting fees accrued under this paragraph through and including the last day of March, June, September and December of each year shall be payable on the third (3rd) Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on any the date on which the Commitments shall terminate and any such fees accruing after the date on which the Commitments shall have terminated terminate shall be payable on demand. Any other fees payable to any the Issuing Bank pursuant to this paragraph shall be payable within 10 ten (10) days after demand. All participation fees and fronting fees payable under this paragraph shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Company Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Person specified above for its own account orAdministrative Agent (or to the Issuing Bank, in the case of facility fees payable to it) for distribution, in the case of commitment fees and participation fees paid to the Agentsfees, for distribution to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company agrees to pay to the General Administrative Agent, in US Dollars, Agent for the account of the office (or Affiliate) of each Lender from which such Lender would make Loans to the Company in US Dollars hereunder, a facility fee, which shall accrue at the Applicable Rate facility fee rate set forth in the Pricing Grid from time to time on the daily amount of the Commitments of such Lender (whether used or unused) or, after the termination of the Commitments, on the Revolving Credit Exposure of such Lender, during the period from and including the Effective Restatement Date to but excluding the Maturity Datedate on which such Commitments terminate; provided that, if such Lender shall continue continues to have any Revolving Credit Exposure after the Maturity Dateits Commitments terminate, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the Maturity Date date on which its Commitments terminate to but excluding the date on which such Lender shall cease ceases to have any Revolving Credit Exposure. Accrued facility fees shall be payable in arrears on the last day of March, June, September and December of each year, on any date prior to the Maturity Date on which all the Commitments shall have terminated year and on the Maturity Datedate on which the Commitments terminate, commencing on the first such date to occur after the Effective Restatement Date; provided that any facility fees accruing after the Maturity Date date on which the Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrowers agree Company agrees to pay to the Administrative Agents, for their own account, the administrative, auction and other fees separately agreed upon between the Company and the Administrative Agents (collectively, the “Administrative Fees”). (c) The Company agrees to pay (i) to the General Administrative Agent for the account of each U.S. Lender (including the Issuing Lender) a participation fee with respect to each such Lender’s its participations in Letters of Credit, which fee shall accrue at a rate per annum equal to the Applicable Rate used to determine the interest rate Margin applicable to interest on Eurocurrency Revolving Loans on the average daily amount of such U.S. Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Restatement Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such U.S. Lender ceases to have any LC Exposure, Exposure and (ii) to each the Issuing Bank Lender a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily aggregate amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (in each case excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Restatement Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as such the Issuing BankLender’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or the processing of drawings thereunder. Participation fees and fronting fees accrued under this paragraph through and including shall be payable on the last day of March, June, September and December of each year shall be payable on the third Business Day following such last dayyear, commencing on the first such date to occur after the Effective Restatement Date; provided that all such fees shall be payable on any the date on which the U.S. Commitments shall terminate and any such fees accruing after the date on which the U.S. Commitments shall have terminated terminate shall be payable on demand. Any other fees payable to any the Issuing Bank Lender pursuant to this paragraph shall be payable within 10 days promptly after demand. All participation fees and fronting fees payable under this paragraph shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Person specified above General Administrative Agent for its own account ordistribution, in the case of facility fees and participation fees paid to the Agentsfees, for distribution to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company agrees to pay to the Administrative Agent, in US Dollars, Agent for the account of the office (or Affiliate) of each Lender from which such Lender would make Loans to the Company in US Dollars hereunder, a facility feefee in Dollars, which shall accrue at the Applicable Rate on the daily amount of the Commitments Commitment of such Lender (whether used or unused) or, after the termination of the Commitments, on the Revolving Credit Exposure of such Lender, during the period from and including the Effective Date to but excluding the Maturity Datedate on which such Commitment terminates; provided that, if such Lender shall continue continues to have any Revolving Credit Exposure after the Maturity Dateits Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender▇▇▇▇▇▇’s Revolving Credit Exposure from and including the Maturity Date date on which its Commitment terminates to but excluding the date on which such Lender shall cease ceases to have any Revolving Credit Exposure. Accrued facility fees shall be payable quarterly in arrears on the last day of March, June, September and December of each year, on any date prior to the Maturity Date on which all the Commitments shall have terminated and on the Maturity Payment Date, commencing on the first such date to occur after the Effective Datedate hereof; provided that any facility fees accruing after the Maturity Date date on which the Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrowers agree Company agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to each such Lender’s its participations in Letters of Credit, which fee shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans on the daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) Applicable Percentage of the face amount of all outstanding Letters of Credit during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, Exposure and (ii) to each Issuing Bank for its own account a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily aggregate face amount of the LC Exposure attributable to all outstanding Letters of Credit issued by such each Issuing Bank (in each case 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, as well as such each Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, maintenance, transfer, presentment, renewal or extension of any Letter of Credit or the processing of drawings thereunder. Participation Unless otherwise specified above, participation fees and fronting fees accrued under this paragraph through and including the last day of March, June, September and December of each year shall be payable quarterly in arrears on the third Business Day following such last dayeach Payment Date, commencing on the first such date to occur after the Effective Datedate hereof; provided that all such fees shall be payable on any date on which the Commitments shall terminate and any such fees accruing after the date on which the Commitments shall have terminated terminate shall be payable on demand. Any other fees payable to any the Issuing Bank Banks pursuant to this paragraph shall be payable within 10 days after on demand. All participation fees and fronting fees payable under this paragraph shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Participation fees and fronting fees shall be paid in Dollars. (c) The Company agrees to pay to (i) the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative AgentAgent and (ii) JPMorgan, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and JPMorgan. (d) All fees payable hereunder shall be paid on the dates due, in Dollars (except as otherwise expressly provided in this Section 2.12) and immediately available funds, to the Person specified above Administrative Agent (or to the Issuing Banks or JPMorgan, in the case of fees payable to them) for its own account ordistribution, in the case of facility fees and participation fees paid to the Agentsfees, for distribution to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent, in US Dollars, Agent for the account of the office (or Affiliate) of each Lender from which such Lender would make Loans to the Company in US Dollars hereunderLender, a facility fee, fee which shall accrue at the Applicable Rate on the daily amount of the Commitments Commitment of such Lender (whether used or unused) or, after the termination of the Commitments, on the Revolving Credit Exposure of such Lender), during the period from and Availability Period, including at any time during which one or more of the Effective Date but excluding the Maturity Dateconditions in Section 4.02 is not met; provided thatprovided, however, that (i) if such Lender shall continue continues to have any Revolving Credit Exposure outstanding Loans after the Maturity DateAvailability Period, then such facility fee shall continue to accrue on the daily amount of the outstanding Loans of such Lender’s Revolving Credit Exposure Lender from and including the Maturity Date to date on which the aggregate Commitments of all Lenders are terminated to, but excluding excluding, the date on which such Lender ceases to have any outstanding Loans and (ii) if such Lender is a Defaulting Lender at any time, such facility fee shall cease to have any Revolving Credit Exposureaccrue on, and the Borrower shall not be required to pay a facility fee with respect to, the daily unused amount of the Commitment of such Lender during such period of time such Lender is a Defaulting Lender. Accrued facility fees shall be payable in arrears on the last day Business Day of March, June, September and December of each year, on any date prior to the Maturity Date on which all the Commitments shall have terminated year and on the Maturity Datedate on which the Commitments terminate, commencing on the first such date to occur after the Effective Closing Date; provided that any facility fees accruing after the Maturity Date date on which the aggregate Commitments terminate shall be payable on demand. The facility fee owing with respect to each Lender shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrowers agree to Borrower shall pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to each such Lender’s participations in Letters of Credit, which fee shall accrue at the Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans on the daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from Arranger and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily aggregate amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (in each case 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, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or the processing of drawings thereunder. Participation fees and fronting fees accrued under this paragraph through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on any date on which the Commitments shall terminate and any such fees accruing after the date on which the Commitments shall have terminated shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees payable under this paragraph shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Company agrees to pay to the Administrative Agent, for its their own accountrespective accounts, fees payable in the amounts and at the times separately agreed upon between specified in the Company and the Administrative Agent. (d) All Fee Letter. Such fees payable hereunder shall be fully earned when paid on the dates due, in immediately available funds, to the Person specified above for its own account or, in the case of facility fees and participation fees paid to the Agents, for distribution to the Lenders. Fees paid shall not be refundable under for any circumstancesreason whatsoever. (c) The Borrower shall pay to the Lenders such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

Fees. (a) The Company agrees Borrowers agree, jointly and severally, to pay to the Administrative Agent, in US Dollars, Agent for the account of the office (or Affiliate) of each Lender from which such Lender would make Loans to the Company in US Dollars hereunder, a facility fee, fee (a "Facility Fee") which shall accrue at the Applicable Rate on the average daily amount of the Commitments Commitment of such Lender (whether used or unused) or, after the termination of the Commitments, on the Revolving Credit Exposure of such Lender, during the period from and including the Amendment Effective Date but excluding the Maturity Date; provided that, if such Lender shall continue to have any Revolving Credit Exposure after the Maturity Date, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the Maturity Date to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Commitment terminates, then such Facility Fee shall cease continue to accrue on the average daily amount of such Lender's Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued facility fees Facility Fees shall be payable in arrears on the last day of March, June, September and December of each year, on any date prior to the Maturity Date on which all the Commitments shall have terminated year and on the Maturity DateDate (or such earlier date after the Commitment Termination Date on which the Loans are repaid in full), commencing on the first such date to occur after the Effective Date; provided that any facility fees accruing after the Maturity Date shall be payable on demanddate hereof. All facility fees Facility Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrowers agree agree, jointly and severally, to pay to the Administrative Agent, for the account of each Lender, during the period from and including the Amendment Effective Date to but excluding the date on which the Commitments terminate and the Revolving Credit Exposures of all the Lenders are paid or extinguished in full, a utilization fee (a "Utilization Fee") which shall accrue, with respect to any day, that the Commitment Utilization Percentage is greater than 50%, at the rate of 0.10% per annum on such Lender's Revolving Credit Exposure. Accrued Utilization Fees shall be payable in arrears on the last day of March, June, September and December of each year, on the Maturity Date and on any date thereafter on which the Revolving Credit Exposures of all the Lenders are paid or extinguished in full, commencing on the first such date to occur after the date hereof. All Utilization Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The applicable Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation letter of credit fee (a "Letter of Credit Fee") with respect to each such Lender’s its participations in Letters of Credit, which fee shall accrue at the Applicable Rate used to determine the interest rate applicable to for Eurocurrency Revolving Loans on the average daily amount of such Lender’s 's LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Amendment Effective Date to but excluding the later of the date on which such Lender’s 's Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each the Issuing Bank a fronting feefee (a "Fronting Fee"), which shall accrue at the rate of 0.125% per annum on of the average daily aggregate face amount of the LC Exposure attributable to Letters each Letter of Credit issued by such Issuing Bank (in each case excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Amendment 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, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any . Letter of Credit or the processing of drawings thereunder. Participation fees Fees and fronting fees Fronting Fees accrued under this paragraph through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Amendment Effective Date; provided that all such fees shall be payable on any the date on which the Commitments shall terminate and any such fees accruing after the date on which the Commitments shall have terminated terminate shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees Letter of Credit Fees and fronting fees payable under this paragraph Fronting Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (cd) The Company agrees Borrowers agree, jointly and severally, to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company Time Warner and the Administrative Agent. (de) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Person specified above Administrative Agent for its own account distribution, in the case of Facility Fees, Utilization Fees, Letter of Credit Fees and Fronting Fees, to the Lenders entitled thereto or, in the case of facility fees and participation fees paid Fronting Fees, to the Agents, for distribution to the LendersIssuing Bank. Fees paid shall not be refundable under any circumstancescircumstances absent manifest error in the calculation and/or payment thereof.

Fees. (a) The Company (i) If the Applicable Rate is determined by reference to the Applicable Credit Ratings, the Borrower agrees to pay to the Administrative Agent, in US Dollars, Agent for the account of the office (or Affiliate) of each Lender from which such Lender would make Loans to the Company in US Dollars hereunder, a facility fee, which shall accrue at the Facility Fee Rate (as set forth in the definition of Applicable Rate Rate) on the daily amount of the Commitments Commitment of such Lender (whether used or unused) or, after the termination of the Commitments, on the Revolving Credit Exposure of such Lender, during the period from and including the Effective Date date on which the facility fee is first applicable to but excluding the Maturity Datedate on which such Commitment terminates; provided that, if such Lender shall continue continues to have any Revolving Credit Exposure after the Maturity Dateits Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the Maturity Date date on which its Commitment terminates to but excluding the date on which such Lender shall cease ceases to have any Revolving Credit Exposure. Accrued facility fees shall be payable in arrears on the last day of March, June, September and December of each year, on any date prior to the Maturity Date on which all the Commitments shall have terminated year and on the Maturity Datedate on which the Commitments terminate, commencing on the first such date to occur after the Effective Datedate hereof; provided that any facility fees accruing after the Maturity Date date on which the Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (ii) If the Applicable Rate is determined by reference to the Leverage Ratio, the Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee for the period from and including the date hereof to the last day of the Availability Period, computed at the Commitment Fee Rate on the average daily amount of the Available Commitment of such Lender during the period for which payment is made, payable quarterly in arrears on each last day of each March, June, September and December of each year end on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof. (b) The Borrowers agree Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to each such Lender’s its participations in Letters of Credit, which fee shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Eurodollar Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC DisbursementsDisbursements and accrued and unpaid interest thereon) 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 the Issuing Bank a fronting fee, which shall accrue at the rate of 0.1250.20% per annum on the average daily aggregate amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (in each case excluding any portion thereof attributable to unreimbursed LC DisbursementsDisbursements and accrued and unpaid interest thereon) 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, as well as such the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or the processing of drawings thereunder. Participation fees and fronting fees accrued under this paragraph through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on any the date on which the Commitments shall terminate and any such fees accruing after the date on which the Commitments shall have terminated terminate shall be payable on demand. Any other fees payable to any the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees payable under this paragraph shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Person specified above for its own account or, in the case of facility fees and participation fees paid to the Agents, for distribution to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent, in US Dollars, Agent for the account of the office (or Affiliate) of each Revolving Lender from which such Lender would make Loans to the Company in US Dollars hereunder, a facility commitment fee, which shall accrue at the Applicable Rate on the average daily amount of the Commitments Available Revolving Commitment of such Lender (whether used or unused) or, after the termination of the Commitments, on the Revolving Credit Exposure of such Lender, during the period from and including the Restatement Effective Date to but excluding the Maturity Datedate on which the Revolving Commitment of such Lender terminates; provided that, if such Lender shall continue continues to have any Revolving Credit Exposure after the Maturity Dateits Revolving Commitment terminates, then such facility commitment fee shall continue to accrue on the average daily amount of such Lender’s Revolving Credit Exposure from and including the Maturity Date date on which its Revolving Commitment terminates to but excluding the date on which such Lender shall cease ceases to have any Revolving Credit Exposure. Accrued facility commitment fees shall be payable in arrears on the last day of March, June, September and December of each year, on any date prior to the Maturity Date on which all the Commitments shall have terminated year and on the Maturity Datedate on which the Revolving Commitments terminate, commencing on the first such date to occur after the Restatement Effective Date; provided that any facility commitment fees accruing after the Maturity Date date on which the Revolving Commitments terminate shall be payable on demand. All facility commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrowers agree Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to each such Lender’s its participations in Letters of Credit, which fee shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans on the average daily amount Dollar Amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Restatement Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, Exposure and (ii) to each the Issuing Bank for its own account a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily aggregate amount Dollar Amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (in each case excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by the Issuing Bank during the period from and including the Restatement Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as such the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or the processing of drawings thereunder. Participation Unless otherwise specified above, participation fees and fronting fees accrued under this paragraph through and including the last day of March, June, September and December of each year shall be payable on the third (3rd) Business Day following such last day, commencing on the first such date to occur after the Restatement Effective Date; provided that all such fees shall be payable on any the date on which the Revolving Commitments shall terminate and any such fees accruing after the date on which the Revolving Commitments shall have terminated terminate shall be payable on demand. Any other fees payable to any the Issuing Bank pursuant to this paragraph shall be payable within 10 ten (10) days after demand. All participation fees and fronting fees payable under this paragraph shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Participation fees and fronting fees in respect of Letters of Credit denominated in Dollars shall be paid in Dollars, and participation fees and fronting fees in respect of Letters of Credit denominated in a Foreign Currency shall be paid in such Foreign Currency. (c) The Company Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in Dollars (except as otherwise expressly provided in this Section 2.12) and immediately available funds, to the Person specified above for its own account orAdministrative Agent (or to the Issuing Bank, in the case of facility fees payable to it) for distribution, in the case of commitment fees and participation fees paid fees, to the Agents, for distribution to the applicable Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent, in US Dollars, Agent for the account of the office (or Affiliate) of each Lender from which such (other than a Defaulting Lender would make Loans to the Company extent set forth in US Dollars hereunder, Section 2.20) a facility commitment fee, which shall accrue at the Applicable Rate on the average daily unused amount (calculated on a pro rata basis among the Tranche A Commitments and the Tranche B Commitments, as the case may be) of the Commitments Commitment of such Lender (whether used or unused) or, after the termination of the Commitments, on the Revolving Credit Exposure of such Lender, during the period from and including the Effective Date date of this Agreement to but excluding the Maturity Datedate on which such Commitment terminates; provided that, if such Lender shall continue continues to have any Revolving Credit Exposure after the Maturity Dateits Commitment terminates, then such facility commitment fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the Maturity Date date on which its Commitment terminates to but excluding the date on which such Lender shall cease ceases to have any Revolving Credit Exposure. Accrued facility commitment fees shall be payable in arrears on the last day of March, June, September and December of each year, on any date prior to the Maturity Date on which all the Commitments shall have terminated year and on the Maturity Datedate on which the applicable Commitments terminate, commencing on the first such date to occur after the Effective Datedate hereof; provided that any facility commitment fees accruing after the Maturity Date date on which the applicable Commitments terminate shall be payable on demand. All facility commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrowers agree Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender (other than a Defaulting Lender to the extent set forth in Section 2.20) a participation fee with respect to each such Lender’s its participations in Letters of Credit, which fee shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Eurodollar Revolving Loans for such Lender on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed un-reimbursed LC Disbursements) during the period from and including the Effective Closing Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each the Issuing Bank a fronting fee, which shall accrue at the rate of one eighth of one percent (0.125% %) per annum annum, on the average daily aggregate amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (in each case excluding any portion thereof attributable to unreimbursed un-reimbursed LC Disbursements) during the period from and including the Effective Closing Date to but excluding the later of the date of termination of the Tranche B Commitments and the date on which there ceases to be any LC Exposure, as well as such the Issuing Bank’s standard reasonable and customary fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or the processing of drawings thereunder. Participation fees and fronting fees accrued under this paragraph through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Closing Date; provided that all such fees shall be payable on any the date on which the Commitments shall terminate and any such fees accruing after the date on which the Commitments shall have terminated terminate shall be payable on demand. Any other fees payable to any the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees payable under this paragraph shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Company Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company Borrower and the Administrative Agent. (d) The Borrower agrees to pay to the Joint Lead Arrangers and Joint Bookrunners, for their own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Joint Lead Arrangers and Joint Bookrunners. (e) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Person specified above for its own account orAdministrative Agent (or to the Issuing Bank, in the case of facility fees payable to it) for distribution, in the case of commitment fees and participation fees paid fees, to the Agents, for distribution Lenders or to the LendersJoint Lead Arrangers and Joint Bookrunners, as applicable. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent, in US Dollars, Agent for the account of the office (or Affiliate) of each Lender from which such Lender would make Loans to the Company in US Dollars hereunder, a facility feefee (each a “Facility Fee”), which shall accrue at the Applicable Rate on the daily amount of the Commitments Commitment of such Lender (whether used or unused) or, after the termination of the Commitments, on the Revolving Credit Exposure of such Lender, during the period from and including the Effective Date to but excluding the Maturity Datedate on which such Commitment terminates; provided that, if such Lender shall continue continues to have any Revolving Credit Exposure after the Maturity Dateits Commitment terminates, then such facility fee Facility Fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the Maturity Date date on which its Commitment terminates to but excluding the date on which such Lender shall cease ceases to have any Revolving Credit Exposure. Accrued facility fees Facility Fees shall be payable in arrears on the last day of March, June, September and December of each year, on any date prior to the Maturity Date on which all the Commitments shall have terminated year and on the Maturity Datedate on which the Commitments terminate, commencing on the first such date to occur after the Effective Date; provided that any facility fees Facility Fees accruing after the Maturity Date date on which the Commitments terminate shall be payable on demand. All facility fees Facility Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrowers agree Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a letter of credit risk participation fee with respect to (each such Lender’s participations in Letters of Credita “LC Risk Participation Fee”), which fee shall accrue at the Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans on the average daily amount of such Lender’s the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) Outstandings during the period from and including the Effective Date to but excluding the Termination Date or such 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 Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily aggregate amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (in each case 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 as on which there ceases shall cease to be any LC Exposure, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or the processing of drawings thereunderOutstandings. Accrued LC Risk Participation fees and fronting fees accrued under this paragraph through and including Fees shall be payable in arrears on the last day of March, June, September and December of each year shall be payable and on the third Business Day following such last daydate on which the Commitments terminate, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on any date on which the Commitments shall terminate and any such fees LC Risk Participation Fees accruing after the date on which the Commitments shall have terminated terminate shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this paragraph All LC Risk Participation Fees shall be computed on the basis of a year of 360 days and shall be payable within 10 for the actual number of days elapsed (including the first day but excluding the last day). The Borrower shall also pay to the LC Bank for its own account (x) a fronting fee, which fronting fee shall accrue at a per annum rate agreed upon between the Borrower and the applicable LC Bank on the average daily amount of such LC Outstandings in respect of all Letters of Credit issued by such LC Bank during the period each such Letter of Credit shall be outstanding, which fronting fee shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which such Letter of Credit terminates, and (y) documentary and processing charges in connection with the issuance, or modification cancellation, negotiation, or transfer of, and draws under Letters of Credit issued by such LC Bank in accordance with such LC Bank’s standard schedule for such charges as in effect from time to time. (c) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a ticking fee (each a “Ticking Fee”), which shall accrue at the Applicable Rate for Facility Fees (calculated at Level III Status) on the daily amount of the Commitment of such Lender during the period from and including the date that is ninety (90) days after demandthe Closing Date to but excluding the earlier of (i) the Effective Date and (ii) the date on which such Commitment terminates. The accrued Ticking Fee shall be payable in arrears on the last day of March, June, September and December of each year and on the earlier of (i) the Effective Date and (ii) the date on which such Commitment terminates, commencing on the first such date to occur after the date that is ninety (90) days after the Closing Date. All participation fees and fronting fees payable under this paragraph Ticking Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (cd) The Company Borrower agrees to pay to the Administrative Agent, JPMorgan Chase Bank, N.A. and Barclays Bank PLC, in each case, for its own accountaccount and for the account of the other Persons entitled thereto, the fees payable provided for in the applicable fee letter dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, in each case, in the amounts and at the times separately agreed upon between the Company set forth therein and the Administrative Agentin immediately available funds. (de) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Person specified above for its own account or, in the case of facility fees and participation fees paid to the Agents, for distribution to the Lenders. Fees due and paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent, in US Dollars, Agent for the account of the office (or Affiliate) of each Lender from which such Lender would make Loans to the Company in US Dollars hereunder, a facility commitment fee, which shall accrue at the Applicable Rate on the daily amount of the Commitments unused Commitment of such Lender (whether used or unused) or, after the termination of the Commitments, on the Revolving Credit Exposure of such Lender, during the period from and including the Effective Date to but excluding the Maturity Datedate on which such Commitment terminates; provided that, if such Lender shall continue continues to have any Revolving Credit Exposure after the Maturity Dateits Commitment terminates, then such facility commitment fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the Maturity Date date on which its Commitment terminates to but excluding the date on which such Lender shall cease ceases to have any Revolving Credit Exposure. Accrued facility commitment fees shall be payable in arrears on the last day of March, June, September and December of each year, on any date prior to the Maturity Date on which all the Commitments shall have terminated year and on the Maturity Datedate on which the Commitments terminate, commencing on the first such date to occur after the Effective Datedate hereof; provided that any facility commitment fees accruing after the Maturity Date date on which the Commitments terminate shall be payable on demand. All facility commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, the Commitment of any Lender shall be deemed to be used to the extent of the Revolving Credit Exposure of such Lender. (b) The Borrowers agree Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to each such Lender’s its participations in Letters of Credit, which fee shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Eurodollar Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% or rates per annum on separately agreed upon between the average daily aggregate amount of the LC Exposure attributable to Letters of Credit issued by Borrower and such Issuing Bank (in on the face amount of each case excluding any portion thereof attributable to unreimbursed LC Disbursements) Letter of Credit of such Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit of such Issuing Bank or the processing of drawings thereunder. Participation fees and fronting fees accrued under this paragraph through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on any the date on which the Commitments shall terminate and any such fees accruing after the date on which the Commitments shall have terminated terminate shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees payable under this paragraph shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Company Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company Borrower and the Administrative Agent. (d) The Borrower agrees to pay fees in the amounts and at the times agreed pursuant to the Fee Letters. (e) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Person specified above for its own account orAdministrative Agent (or to the Issuing Banks, in the case of facility fees payable to it) for distribution, in the case of commitment fees and participation fees paid to the Agentsfees, for distribution to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent, in US Dollars, Agent for the account of the office each Revolving Lender (or Affiliateother than a Defaulting Lender) of each Lender from which such Lender would make Loans to the Company in US Dollars hereunder, a facility feecommitment fee (“Revolving Facility Commitment Fee”), which shall accrue at the Applicable Revolving Facility Commitment Fee Rate on the average daily unused amount of the Commitments Revolving Commitment of such Revolving Lender (whether used or unused) or, after the termination of the Commitments, on the Revolving Credit Exposure of such Lender, during the period from and including the Effective Date but excluding the Maturity Date; provided that, if such Lender shall continue to have any Revolving Credit Exposure after the Maturity Date, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the Maturity Date date hereof to but excluding the date on which such Revolving Commitment terminates (unless such Revolving Lender shall cease to have any Revolving Credit Exposureis a Defaulting Lender). Accrued facility commitment fees shall be payable in arrears on the last day of March, June, September and December of each year, on any date prior to the Maturity Date on which all the Commitments shall have terminated year and on the Maturity Datedate on which the Revolving Commitments terminate, commencing on the first such date to occur after the Effective Date; provided that any facility fees accruing after the Maturity Date shall be payable on demanddate hereof. All facility commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The Borrowers agree Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to each such Lender’s its participations in Letters of Credit, which fee shall accrue at a rate equal to the Applicable Rate used Margin then in effect with respect to determine the interest rate applicable to Eurocurrency Revolving Eurodollar Loans per annum on the daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC DisbursementsDisbursements or any portion thereof which has been cash collateralized) during the period from and including the Effective Closing Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily aggregate amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (in each case excluding any portion thereof attributable to unreimbursed LC DisbursementsDisbursements or any portion thereof which has been cash collateralized) during the period from and including the Effective Closing Date to but excluding the later of the date of termination of 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 issuance, amendment, renewal or extension of any Letter of Credit or the processing of drawings thereunder. Participation fees and fronting fees accrued under this paragraph through and including the last day of March, June, September and December of each year shall be payable in arrears on the third Business Day following such last day, commencing on the first such date to occur after the Effective Closing Date; provided that all such fees shall be payable on any the date on which the Revolving Commitments shall terminate and any such fees accruing after the date on which the Revolving Commitments shall have terminated terminate shall be payable on demand. Any other fees payable to any an Issuing Bank pursuant to this paragraph shall be payable within 10 days Business Days after demand. All participation fees and fronting fees payable under this paragraph shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Company Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between in the Company and the Administrative AgentFee Letter. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Person specified above for its own account orAdministrative Agent (or to an Issuing Bank, in the case of facility fees payable to it) for distribution, in the case of commitment fees and participation fees paid fees, to the Agents, for distribution to the LendersRevolving Lenders entitled thereto. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company agrees to pay to the Administrative Agent, in US Dollars, for the account of the office (or Affiliate) of each Lender from which such Lender would make Loans to the Company in US Dollars hereunderLender, a facility fee, which shall accrue at the Applicable Rate (as set forth under the caption “Facility Fee Rate” in the definition of such term) on the daily amount of the Commitments each Commitment of such Lender (Lender, whether used or unused) or, after the termination of the Commitments, on the Revolving Credit Exposure of such Lender, during the period from and including the Effective Closing Date to but excluding the Maturity Datedate on which such Commitment expires or is terminated; provided thatprovided, that if such any Lender shall continue continues to have any Revolving Credit Exposure under any Tranche after the Maturity Dateits Commitment of such Tranche terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure under such Tranche from and including the Maturity Date date on which such Commitment terminates to but excluding the date on which such Lender shall cease ceases to have any Revolving Credit ExposureExposure under such Tranche. Accrued facility fees shall be payable in arrears on the last day of each March, June, September and December of each year, on any date prior to the Maturity Date on which all the Commitments shall have terminated and on the Maturity DateDecember, commencing on the first such date to occur after the Effective Datedate hereof, and, with respect to the Commitments of any Tranche, on the date on which the Commitments of such Tranche shall terminate; provided that any facility fees accruing on the Revolving Credit Exposure under any Tranche after the Maturity Date date on which the Commitments of such Tranche terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrowers agree Company agrees to pay (i) to the Administrative Agent for the account of each Tranche A Lender a participation fee with respect to each such Lender’s its participations in Letters of Credit, which fee shall accrue at the Applicable Rate (as set forth under the caption “LIBOR/EURIBOR Spread and BA Stamping Fee” in the definition of such term) used to determine the interest rate applicable to Eurocurrency LIBOR Revolving Loans Loans, on the 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 Tranche A Commitment terminates and the date on which such Lender ceases to have any LC Exposure, Exposure and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average portion of the daily aggregate amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (in each case excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Bank, during the period from and including the Effective Date to but excluding the later of the date of termination of the Tranche A Commitments and the date on which there ceases to be any LC Exposure, as well as such each Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or the processing of drawings thereunder. Participation fees and fronting fees accrued under this paragraph or becoming payable in respect of Letters of Credit issued 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 any the date on which the Tranche A Commitments shall terminate and any such fees accruing after the date on which the Tranche A Commitments shall have terminated terminate shall be payable on demand. Any other fees payable to any the Issuing Bank Banks pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees payable under this paragraph shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) Each Canadian Borrowing Subsidiary agrees to pay to the Canadian Agent, for the account of each Tranche B Lender, on each date on which BAs drawn by such Canadian Borrowing Subsidiary are accepted and purchased hereunder, in Canadian Dollars, an acceptance fee computed by multiplying the aggregate face amount of the BAs accepted by such Lender on such date by the product of (i) the Applicable Rate (as set forth under the caption “LIBOR/EURIBOR Spread and BA Stamping Fee” in the definition of such term) on such date and (ii) a fraction, the numerator of which is the number of days in the Contract Period applicable to such BAs and the denominator of which is 365. (d) The Company agrees to pay to the Administrative AgentAgents, for its their own accountaccounts, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative AgentAgents. (de) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Person specified above Administrative Agent, to the Issuing Banks (in the case of fees payable to them) or to the Canadian Agent (in the case of fees referred to in paragraph (c) of this Section) for its own account or, distribution (i) in the case of facility fees and participation fees paid to the Agentsfees, for distribution to the Lenders, (ii) in the case of the participation fees, to the Tranche A Lenders and (iii) in the case of acceptance fees, to the Tranche B Lenders. All fees payable hereunder to any Issuing Bank under clause (ii) of paragraph (b) above shall be payable to the office or offices specified by such Issuing Bank for the payment of such fees and will be made by the Company from locations in Guernsey or another jurisdiction under the laws of which no withholding or similar tax will be applicable to such payments. Fees paid shall not be refundable under any circumstances.