Common use of Fees Clause in Contracts

Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a facility fee, which shall accrue at the facility fee rate per annum determined pursuant to the Pricing Grid, on the daily amount of the Commitment of such Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such Commitment terminates; provided that if a Lender continues to have any Revolving Credit Exposure after its 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 date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Facility fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the 15th 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 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 Borrower agrees to pay to the Administrative Agent, for its own account, fees in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. Such fees shall be fully earned when paid. (c) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Margin applicable to 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 the Commitments terminate and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Lender a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the portion of the LC Exposure attributable to Letters of Credit issued by such Issuing Lender (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which the Commitments terminate and the date on which there ceases to be any such LC Exposure, as well as each of such Issuing Lender’s standard fees with respect to the issuance, amendment or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the 15th day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lenders pursuant to this Section 5.07(c) shall be payable promptly after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent or to the Issuing Lenders, as applicable, for distribution, in the case of facility fees and participation fees, to the Lenders entitled thereto. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender Lender, a facility fee, fee which shall accrue at the facility fee rate per annum determined pursuant to the Pricing Grid, Applicable Rate on the daily amount of the Commitment of such Lender (whether used or unused) during the period from and Availability Period, including at any time during which one or more of the Effective Date to but excluding the date on which conditions in Section 4.02 is not met; provided, however, that (i) if such Commitment terminates; provided that if a Lender continues to have any Revolving Credit Exposure outstanding Loans after its Commitment terminatesthe Availability Period, then such facility fee shall continue to accrue on the daily amount of the outstanding Loans of such Lender’s Revolving Credit Exposure Lender from and including the date on which its Commitment terminates to the aggregate Commitments of all Lenders are terminated to, but excluding excluding, the date on which such Lender ceases to have any Revolving Credit Exposureoutstanding Loans, and (ii) if such Lender is a Defaulting Lender at any time, such facility fee shall be subject to adjustment as set forth in Section 2.18. Facility Accrued facility fees accrued 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 in arrears and on the 15th day following such last daydate on which the Commitments terminate, commencing on the first such date to occur after the Effective Closing 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 date on which a Commitment terminates 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 Borrower agrees to shall pay to the Arranger and the Administrative Agent, for its their own accountrespective accounts, fees in the amounts and at the times separately agreed upon between specified in the Borrower and the Administrative Agentapplicable Fee Letter. Such fees shall be fully earned when paidpaid and shall not be refundable for any reason whatsoever. (c) The Borrower agrees to shall pay (i) to the Administrative Agent for Lenders such fees as shall have been separately agreed upon in writing in the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Margin applicable to 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 amounts and including the Effective Date to but excluding the later of the date on which the Commitments terminate and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Lender a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the portion of the LC Exposure attributable to Letters of Credit issued by such Issuing Lender (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which the Commitments terminate and the date on which there ceases to be any such LC Exposure, as well as each of such Issuing Lender’s standard fees with respect to the issuance, amendment or extension of any Letter of Credit or processing of drawings thereundertimes so specified. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the 15th day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such Such fees shall be payable on the date on which the Commitments terminate fully earned when paid and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lenders pursuant to this Section 5.07(c) shall be payable promptly after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent or to the Issuing Lenders, as applicable, for distribution, in the case of facility fees and participation fees, to the Lenders entitled thereto. Fees paid shall not be refundable under for any circumstancesreason whatsoever.

Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a facility fee, which shall accrue at the facility fee rate per annum determined pursuant to the Pricing Grid, Applicable Rate on the daily amount of the Commitment of such Lender (whether used or unused) during the period from and including the Restatement Effective Date to but excluding the date on which such Commitment terminates; provided that that, if a such Lender continues to have any Revolving Credit Exposure after its 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 date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Facility fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the 15th fifteenth day following the such last dayday and on the date on which the Commitments terminate, 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 terminatedhereof; provided that any facility fees accruing on the Revolving Credit Exposure after the date on which a Commitment terminates 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 Borrower agrees to pay to the Administrative Agent, for its own account, fees in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. Such fees shall be fully earned when paid. (c) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a the same Applicable Rate used to determine the interest rate per annum equal to the Applicable Margin applicable to interest on Term SOFR 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 the Commitments terminate such ▇▇▇▇▇▇’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, Exposure and (ii) to each Issuing Lender 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 amount of the portion of the LC Exposure attributable to Letters of Credit issued by such Issuing Lender (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 Restatement Effective Date to but excluding the later of the date on which of termination of the Commitments terminate and the date on which there ceases to be any such LC Exposure, as well as each of such Issuing LenderBank’s standard fees and commissions with respect to the issuance, amendment amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the 15th fifteenth day following such last day, commencing on the first such date to occur after the Restatement Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the any Issuing Lenders Bank pursuant to this Section 5.07(c) paragraph shall be payable promptly 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 day but excluding the last day). (c) The 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 Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an Issuing Bank, in the Issuing Lenders, as applicable, case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the Lenders entitled theretoLenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a facility feefee (a “Facility Fee”), which shall accrue at the facility fee rate per annum determined pursuant to the Pricing Grid, Applicable Rate on the daily amount of the Commitment of such Lender (whether used or unused) during the period from and including the Effective Availability Date to but excluding the date on which such Commitment terminates; provided that that, if a such Lender continues to have any Revolving Credit Exposure after its 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 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 accrued 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 in arrears and on the 15th day following such last daydate on which the Commitments terminate, 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 terminatedhereof; provided that any facility fees Facility Fees accruing on the Revolving Credit Exposure after the date on which a Commitment terminates 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 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 Agent (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of CreditCredit (an “LC Participation Fee”), which shall accrue at a rate per annum equal to the Applicable Margin applicable Rate used to determine interest on Term SOFR Eurodollar Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Availability Date to but excluding the later of the date on which the Commitments terminate 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 Lender 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 of the portion outstanding of the LC Exposure attributable to Letters of Credit issued by such Issuing Lender Bank (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 of termination of the Commitments terminate and the date on which there ceases to be any such LC Exposure, as well as each of such Issuing LenderBank’s standard fees with respect to the issuance, amendment amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. LC Participation fees Fees and fronting fees Fronting Fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the 15th day of the month following such last dayday (or, if such 15th day is not a Business Day, on the next succeeding Business Day), commencing on the first such date to occur after the Effective Datedate hereof; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the an Issuing Lenders Bank pursuant to this Section 5.07(c) paragraph shall be payable promptly within 10 days after demand. All participation fees LC Participation Fees and fronting fees Fronting Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower agrees to pay to the Administrative Agent and each of the Lenders, for their own accounts, fees payable in the amounts and at the times separately agreed upon between the Borrower and such other parties. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an Issuing Bank, in the Issuing Lenders, as applicable, case of fees payable to it) for distribution, in the case of facility fees Facility Fees and participation feesLC Participation Fees, to the Lenders entitled theretoLenders. 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 Borrower agrees Borrowers agree to pay to the Administrative Agent for the account of each Lender a facility fee, which shall accrue at the facility fee rate per annum determined pursuant to the Pricing Grid, Applicable Rate on the daily amount of the Commitment of such Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such Commitment terminates; provided that that, if a such Lender continues to have any Revolving Credit Exposure after its 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 date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Facility Accrued facility fees accrued through and including shall be payable in arrears on the last day of March, June, September and December of each year shall be payable in arrears and on the 15th day following such last daydate on which the Commitments terminate, 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 terminatedhereof; provided that any facility fees accruing on the Revolving Credit Exposure after the date on which a Commitment terminates 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 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 Borrowers agree to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a the same Applicable Rate used to determine the interest rate per annum equal to the Applicable Margin applicable to interest on Term SOFR Eurocurrency Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which the Commitments terminate such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each the Issuing Lender Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the portion of the LC Exposure attributable to Letters of Credit issued by such Issuing Lender (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 of termination of the Commitments terminate and the date on which there ceases to be any such LC Exposure, as well as each of such the Issuing LenderBank’s standard fees with respect to the issuance, amendment amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder; provided that no such fronting fee shall be payable to the Issuing Bank for any day on which it and its Affiliates are the only Lenders. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the 15th day third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lenders Bank pursuant to this Section 5.07(c) subsection shall be payable promptly within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The 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 by the Company and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available fundsfunds in U.S. Dollars, to the Administrative Agent (or to the Issuing LendersBank, as applicable, in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the Lenders entitled theretoLenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower Company agrees to pay to the Administrative Agent for the account of each Lender a facility fee, which shall accrue at the facility fee rate per annum determined pursuant to the Pricing Grid, Applicable Rate on the daily amount of the Commitment of such Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such Commitment terminates; provided that if a such Lender continues to have any Revolving Credit Exposure after its 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 date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Facility Accrued facility fees accrued through and including shall be payable in arrears on the last day of March, June, September and December of each year shall be payable in arrears on the 15th day following such last dayyear, 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 the Commitments shall have terminatedterminated and the Lenders shall have no Revolving Credit Exposure; provided that any facility fees accruing on the Revolving Credit Exposure after the date on which a Commitment terminates 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 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 Company agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a the same Applicable Rate used to determine the interest rate per annum equal to the Applicable Margin applicable to interest on Term SOFR 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 the Commitments terminate such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Lender Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the portion of the LC Exposure attributable to Letters of Credit issued by such Issuing Lender Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which of termination of the Commitments terminate and the date on which there ceases to be any such LC Exposure, as well as each of such Issuing LenderBank’s standard fees with respect to the issuance, amendment amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation Accrued participation fees and fronting fees accrued through and including shall be payable in arrears on the last day of March, June, September and December of each year shall be payable in arrears on the 15th day following such last dayyear, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the an Issuing Lenders Bank pursuant to this Section 5.07(c) paragraph shall be payable promptly within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing LendersBanks, as applicable, in the case of fees payable to it) for distribution, in the case of facility fees and Letter of Credit participation fees, to the Lenders Persons entitled thereto. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender Lender, a facility fee, which shall accrue at the facility fee a rate per annum determined pursuant equal to the Pricing Grid, Applicable Margin on the daily amount of the Commitment of such Lender (whether used or unusedregardless of usage) 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 date on which such Commitment terminates; provided that that, if a such Lender continues to have any Revolving Credit Exposure after its 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 date on which its such Lender’s Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Facility Accrued facility fees accrued through and including shall be payable in arrears on the last day of March, June, September and December of each year shall be payable in arrears year, each date on which the Commitments are permanently reduced and on the 15th day following such last daydate on which the Commitments terminate, commencing on the first such date to occur after the Effective First Restatement Date, and accrued provided that all unpaid facility fees shall also be due and payable on the date on which all the Commitments shall have terminated; terminate and provided further that any facility fees accruing on the Revolving Credit Exposure which accrue after the date on which a Commitment terminates 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 Borrower agrees to pay to the Administrative Agent, for its own account, fees in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. Such fees shall be fully earned when paid. (c) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Margin applicable to 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 First Restatement Effective Date to but excluding the later of the date on which the Commitments terminate 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 Lender 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 amount of the portion of the LC Exposure attributable to Letters of Credit issued by such Issuing Lender (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 of termination of the Commitments terminate and the date on which there ceases to be any such LC Exposure, as well as each of such the Issuing LenderBank’s standard fees with respect to the issuance, amendment amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation Accrued participation fees and fronting fees accrued through and including shall be payable in arrears on the last day of March, June, September and December of each year shall be payable in arrears on the 15th 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 the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lenders Bank pursuant to this Section 5.07(c) paragraph shall be payable promptly within ten days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower agrees to pay to each Credit Party, for its own account, fees and other amounts payable in the amounts and at the times separately agreed upon in writing between the Borrower and such Credit Party. (d) All fees and other amounts payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent or to the Issuing Lenders, as applicable, for distribution, in the case of facility fees and participation fees, to the Lenders entitled thereto. Fees and other amounts paid shall not be refundable under any circumstances.

Fees. (a) The Borrower Company agrees to pay to the Administrative Agent for the account of each Revolving Lender a facility commitment fee, which shall accrue at the facility fee rate per annum determined pursuant to the Pricing Grid, Applicable Rate on the daily amount of the Available Revolving Commitment of such Lender (whether used or unused) during the period from and including the Original Effective Date to but excluding the date on which such Commitment terminates; provided that that, if a such Lender continues to have any Revolving Credit Exposure after its 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 date on which its Revolving Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Facility Accrued commitment fees accrued through and including shall be payable in arrears on the last day of March, June, September and December of each year shall be payable in arrears and on the 15th day following such last daydate on which the Revolving Commitments terminate, commencing on the first such date to occur after the Original 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 date on which a Commitment terminates 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 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 Company agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a the same Applicable Rate used to determine the interest rate per annum equal to the Applicable Margin applicable to interest on Term SOFR 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 the Commitments terminate 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 Lender Bank for its own account a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the portion Dollar Amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Lender (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 Original Effective Date to but excluding the later of the date on which of termination of the Revolving Commitments terminate and the date on which there ceases to be any such LC Exposure, as well as each of such Issuing LenderBank’s standard fees and commissions with respect to the issuance, amendment amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation Unless otherwise specified above, participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the 15th day third (3rd) Business Day following such last day, commencing on the first such date to occur after the Original Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lenders Banks pursuant to this Section 5.07(c) paragraph shall be payable promptly 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 day but excluding the last day). Participation fees and fronting fees in respect of Letters of Credit shall be paid in Dollars. (c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in Dollars (except as otherwise expressly provided in this Section 2.12) and immediately available funds, to the Administrative Agent (or to any Issuing Bank, in the Issuing Lenders, as applicable, case of fees payable to it) for distribution, in the case of facility commitment fees and participation fees, to the Lenders entitled theretoapplicable Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower Company agrees to pay to the Administrative Agent Agent, in US Dollars, for the account of each Lender Lender, a facility fee, which shall accrue at the facility fee rate per annum determined pursuant to the Pricing Grid, Applicable Rate on the daily amount of the each Commitment of such Lender (Lender, whether used or unused) , during the period from and including the Effective Date to but excluding the date on which such Commitment terminates; provided that that, if a any Lender continues to have any Revolving Credit Exposure under any Tranche after its 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 date on which its such Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit ExposureExposure under such Tranche. Facility Accrued facility fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the 15th first day following such last dayof January, April, July and October of each year, commencing on the first such date to occur after the Effective DateDate and, and accrued facility fees shall also be due and payable with respect to the Commitments of any Tranche, on the date on which all the Commitments of such Tranche shall have terminatedterminate; provided that any facility fees accruing on the Revolving Credit Exposure under any Tranche after the date on which a Commitment terminates 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 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 Company agrees to pay (i) to the Administrative Agent Agent, in US Dollars for the account of each Tranche One Lender or each Tranche Two Lender, as applicable, a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Margin Rate used to determine the interest rate applicable to interest on Term SOFR Loans 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 the Commitments terminate such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, Exposure and (ii) to each Issuing Lender 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 amount of the portion of the LC Exposure attributable to Letters of Credit issued by such Issuing Lender (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 on which of termination of the Commitments terminate and the date on which there ceases to be any such LC Exposure, as well as each of such Issuing LenderBank’s standard fees with respect to the issuance, amendment amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued or becoming payable in respect of Letters of Credit through and including the last day of March, June, September and December of each year shall be payable in arrears on the 15th day third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lenders Banks pursuant to this Section 5.07(c) paragraph shall be payable promptly within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) Each Canadian Borrowing Subsidiary agrees to pay to the Administrative Agent, for the account of each Tranche One Lender, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted and purchased hereunder, in Canadian Dollars, an acceptance fee computed by multiplying the aggregate face amount of the B/As accepted by such Lender on such date by the product of (i) the Applicable Rate (being the applicable “B/A Stamping Fee” set forth in the definition of such term) on such date and (ii) a fraction, the numerator of which is the number of days in the Contract Period applicable to such B/As and the denominator of which is 365. (d) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. (e) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent or to the Issuing Lenders, as applicable, Banks (in the case of fees payable to them) for distribution, distribution (i) in the case of facility fees fees, to the Lenders and (ii) in the case of the participation fees, to the Tranche One Lenders entitled theretoor 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 Borrower agrees to pay to the Administrative Agent for the account of each Lender a facility commitment fee, which shall accrue at the facility fee rate per annum determined pursuant to the Pricing Grid, Applicable Rate on the daily amount of the Available Revolving Commitment of such Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such Commitment terminates; provided that that, if a such Lender continues to have any Revolving Credit Exposure after its 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 date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Facility Accrued commitment fees accrued through and including shall be payable in arrears on the last day of March, June, September and December of each year shall be payable in arrears and on the 15th day following such last daydate on which the Commitments terminate, 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 terminatedhereof; provided that any facility commitment fees accruing on the Revolving Credit Exposure after the date on which a Commitment terminates 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 Borrower agrees to pay to the Administrative Agent, for its own account, fees in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. Such fees shall be fully earned when paid. (c) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a the same Applicable Rate used to determine the interest rate per annum equal to the Applicable Margin applicable to interest on Term SOFR 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 the Commitments terminate 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 Lender 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 amount of the portion Dollar Amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Lender (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 on which of termination of the Commitments terminate and the date on which there ceases to be any such LC Exposure, as well as each of such Issuing LenderBank’s standard fees and commissions with respect to the issuance, amendment amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation Unless otherwise specified above, participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the 15th day third (3rd) Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the any Issuing Lenders Bank pursuant to this Section 5.07(c) paragraph shall be payable promptly 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 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 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 Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in Dollars (except as otherwise expressly provided in this Section 2.12) and immediately available funds, to the Administrative Agent (or to each Issuing Bank, in the Issuing Lenders, as applicable, case of fees payable to it) for distribution, in the case of facility commitment fees and participation fees, to the Lenders entitled theretoLenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a facility fee, which shall accrue at the facility fee rate per annum determined pursuant to the Pricing Grid, Applicable Rate on the daily amount of the Commitment of such Lender (whether used or unused) during the period from and including the Effective Closing Date to but excluding the date on which such Commitment terminates; provided that that, if a such Lender continues to have any Revolving Credit Exposure after its 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 date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Facility Accrued facility fees accrued through and including shall be payable in arrears on the last day of March, June, September and December of each year shall be payable in arrears year, on the 15th day following such last day, commencing on date of any voluntary termination of the first such date to occur after the Effective Date, Commitments and accrued facility fees shall also be due and payable on the date on which all Commitments shall have terminatedLoans become due and payable (by acceleration or otherwise); provided that any facility fees accruing on the Revolving Credit Exposure after the date on which a Commitment terminates 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 Borrower agrees to pay to the Administrative Agent, for its own account, fees in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. Such fees shall be fully earned when paid. (c) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Creditutilization fee, which shall accrue at a rate per annum equal to the Applicable Margin applicable to interest on Term SOFR Loans Rate on the average 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 to but excluding the later of the date on which the Commitments terminate and to but excluding the date on which such Lender ceases to have any LC Revolving Credit Exposure, and (ii) to each Issuing Lender 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 amount of the portion of the LC Exposure attributable to Letters of Credit issued by such Issuing Lender (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which the Commitments terminate and the date on which there ceases to be any such LC Exposure, as well as each of such Issuing Lender’s standard fees with respect to the issuance, amendment or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears year, on the 15th day following such last day, commencing on date of any voluntary termination of the first such date to occur after the Effective Date; provided that all such fees shall be payable Commitments and on the date on which the Commitments terminate all Loans become due and payable (by acceleration or otherwise); provided that any such utilization fees accruing after the date on which the Commitments terminate Loans become due and payable shall be payable on demand. Any other fees payable to the Issuing Lenders pursuant to this Section 5.07(c) shall be payable promptly after demand. All participation fees and fronting utilization fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The 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 Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent or to the Issuing Lenders, as applicable, for distribution, in the case of facility fees and participation utilization fees, to the Lenders entitled theretoLenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender (other than a facility Defaulting Lender) a commitment fee, which shall accrue at the facility fee rate of the Commitment Fee Percentage per annum determined pursuant to the Pricing Grid, on the average daily unused amount of the Revolving Commitment of such Lender (whether used or unusedprovided that Swing Line Loans shall be disregarded for purposes of determining such unused amount) during the period from and including the Effective Date to but excluding the date on which such Commitment terminates; provided that if a Lender continues to have any the Revolving Credit Exposure after its Commitment terminates, then such facility fee Commitments terminate. Accrued commitment fees shall continue to accrue be payable in arrears on the 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. Facility fees accrued through and including the last Business day of March, June, September and December of each year shall be payable in arrears and on the 15th day following such last daydate on which the Revolving Commitments terminate, 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 date on which a Commitment terminates 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, 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. (b) The 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 Revolving Lender (other than any Defaulting Lender) a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Margin Rate used to determine the interest rate applicable to interest on Term SOFR Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC DisbursementsDisbursements but taking into account the maximum amount available to be drawn under all outstanding Letters of Credit, whether or not such maximum amount is then in effect) during the period from and including the Effective Date to but excluding and including the later of the date on which the Commitments terminate such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Lender Bank a fronting feefee (which fee shall be calculated by the Administrative Agent in consultation with the applicable Issuing Bank and payable directly to the applicable Issuing Bank), which shall accrue at the rate of to be agreed by each Issuing Bank, not to be greater than 0.125% per annum on the average daily amount of the portion of the LC Exposure attributable to Letters of Credit issued by such Issuing Lender Bank (excluding any portion thereof attributable to unreimbursed LC DisbursementsDisbursements but taking into account the maximum amount available to be drawn under all outstanding Letters of Credit, whether or not such maximum amount is then in effect) during the period from and including the Effective Date to but excluding and including the later of the date on which of termination of the Revolving Commitments terminate and the date on which there ceases to be any such LC Exposure, as well as each of such Issuing LenderBank’s standard fees with respect to the issuance, amendment amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the 15th day following such last dayBusiness Day of March, June, September and December, respectively, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the an Issuing Lenders Bank pursuant to this Section 5.07(c) paragraph shall be payable promptly within 10 days after written demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (dc) All fees payable hereunder shall be paid on the dates due, in immediately available funds, The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon in writing between Parent and the Administrative Agent or pursuant to the Issuing LendersFee Letter. (d) The Borrower agrees to pay on the Effective Date to each Term Lender party to this Agreement as a Term Lender on the Effective Date, as applicablefee compensation for the funding of such Term Lender’s Initial Term Loan, a closing fee in an amount equal to 0.50% of the stated principal amount of such Term Lender’s Initial Term Loan. Such fees shall be payable to each Lender out of the proceeds of such Term Lender’s Initial Term Loan as and when funded on the Effective Date and may be treated (and reported) by the Borrower and Term Lenders as a reduction in issue price of the Initial Term Loans for distributionU.S. federal, state and local income tax purposes. Such closing fee will be in all respects fully earned, due and payable on the case Effective Date and non-refundable and non-creditable thereafter. (e) The Borrower agrees to pay on the Amendment No. 2 Effective Date to each 2019 Incremental Term Loan Lender party to Amendment No. 2 as an 2019 Incremental Term Loan Lender on the Amendment No. 2 Effective Date, as fee compensation for the funding of facility such 2019 Incremental Term Loan Lender’s 2019 Incremental Term Loan, a closing fee in an amount equal to 0.50% of the stated principal amount of such 2019 Incremental Term Lender’s 2019 Incremental Term Loan. Such fees shall be payable to each such 2019 Incremental Term Loan Lender out of the proceeds of such 2019 Incremental Term Loan Lender’s 2019 Incremental Term Loan as and participation feeswhen funded on the Amendment No. 2 Effective Date and may be treated (and reported) by the Borrower and 2019 Incremental Term Loan Lenders as a reduction in issue price of the 2019 Incremental Term Loans for U.S. federal, state and local income tax purposes. Such closing fee will be in all respects fully earned, due and payable on the Amendment No. 2 Effective Date and non-refundable and non-creditable thereafter. Notwithstanding the foregoing, and subject to Section 2.22, the Lenders entitled thereto. Fees paid Borrower shall not be refundable under obligated to pay any circumstancesamounts to any Defaulting Lender pursuant to this Section 2.12.

Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender Lender, a facility fee, which shall accrue at the facility fee a rate per annum determined pursuant equal to the Pricing Grid, Applicable Margin on the daily amount of the Commitment of such Lender (whether used or unusedregardless of usage) 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 date on which such Commitment terminates; provided that that, if a such Lender continues to have any Revolving Credit Exposure after its 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 date on which its such Lender’s Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Facility Accrued facility fees accrued through and including shall be payable in arrears on the last day of March, June, September and December of each year shall be payable in arrears year, each date on which the Commitments are permanently reduced and on the 15th day following such last daydate on which the Commitments terminate, commencing on the first such date to occur after the Effective Date, and accrued provided that all unpaid facility fees shall also be due and payable on the date on which all the Commitments shall have terminated; terminate and provided further that any facility fees accruing on the Revolving Credit Exposure which accrue after the date on which a Commitment terminates 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 Borrower agrees to pay to the Administrative Agent, for its own account, fees in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. Such fees shall be fully earned when paid. (c) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Margin applicable to 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 the Commitments terminate such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, Exposure and (ii) to each Issuing Lender 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 amount of the portion of the LC Exposure attributable to Letters of Credit issued by such Issuing Lender (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 of termination of the Commitments terminate and the date on which there ceases to be any such LC Exposure, as well as each of such Issuing LenderBank’s standard fees with respect to the issuance, amendment amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation Accrued participation fees and fronting fees accrued through and including shall be payable in arrears on the last day of March, June, September and December of each year shall be payable in arrears on the 15th day following such last dayyear, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the any Issuing Lenders Bank pursuant to this Section 5.07(c) paragraph shall be payable promptly within ten days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower agrees to pay to each Credit Party, for its own account, fees and other amounts payable in the amounts and at the times separately agreed upon in writing between the Borrower and such Credit Party. (d) All fees and other amounts payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent or to the Issuing Lenders, as applicable, for distribution, in the case of facility fees and participation fees, to the Lenders entitled thereto. Fees and other amounts paid shall not be refundable under any circumstancescircumstances other than clearly demonstrable error.

Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a facility fee, which shall accrue at the facility fee rate per annum determined pursuant to the Pricing Grid, on the daily amount of the Commitment of such Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such Commitment terminates; provided that if a Lender continues to have any Revolving Credit Exposure after its 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 date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Facility fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the 15th 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 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 Borrower agrees to pay to the Administrative Agent, for its own account, fees in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. Such fees shall be fully earned when paid. (c) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters each Letter of Credit, which shall accrue at a rate per annum equal to the Participation Fee Rate set forth in the definition of “Applicable Margin applicable to interest on Term SOFR 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 the Commitments terminate such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each the Issuing Lender 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 amount of the that portion of the LC Exposure attributable to Letters of Credit issued by such the Issuing Lender Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which of termination of the Commitments terminate and the date on which there ceases to be any such LC ExposureExposure attributable to the Issuing Bank, as well as each of such the Issuing LenderBank’s standard fees with respect to the issuance, amendment amendment, renewal or extension of any each Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the 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 the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lenders Bank pursuant to this Section 5.07(c) paragraph shall be payable promptly within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last daylast). (db) The 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 Borrower and the Administrative Agent. (c) All fees payable hereunder shall be paid in Dollars on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing LendersBank, as applicable, in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the Lenders entitled theretoLenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a facility fee, which shall accrue at the facility fee rate per annum determined pursuant to the Pricing Grid, Applicable Rate on the daily amount of the then effective Commitment of such Lender (whether used or unused) during the period from and including the Effective Closing Date to but excluding the date on which such Commitment terminatesexpires or is terminated; provided that that, if a such Lender continues to have any Revolving Credit Exposure after its Commitment terminatesterminates 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 date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Facility Accrued facility fees accrued through and including with respect to each Lender shall be payable in arrears on the last day of March, June, September and December of each year shall be payable in arrears and on the 15th day following date on which the Commitment of such last dayLender terminates or expires, 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 terminatedhereof; provided that any facility fees accruing on the Revolving Credit Exposure after the date on which a 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 Borrower agrees to pay to the Administrative Agent, for its own account, fees in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. Such fees shall be fully earned when paid. (c) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Margin Rate applicable to interest on Term SOFR 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 the Commitments terminate such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Lender 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 amount of the portion of the LC Exposure attributable to Letters of Credit issued by such Issuing Lender (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 on which of termination of the Commitments terminate and the date on which there ceases to be any such LC Exposure, as well as each of such Issuing LenderBank’s standard fees with respect to the issuance, amendment amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees with respect to each Lender and Issuing Bank, respectively, accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the 15th day third Business Day following such last day, commencing on the first such date to occur after the Effective Closing Date; provided that all such fees shall be payable on the date on which the such Lender’s or Issuing Bank’s Commitments terminate or expire and any such fees accruing after the date on which the Commitments terminate or expire shall be payable on demand. Any other fees payable to the any Issuing Lenders Bank pursuant to this Section 5.07(c) paragraph shall be payable promptly within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 365 (or 366 in the case of a leap year) days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The 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 Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an Issuing Bank, in the Issuing Lenders, as applicable, case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the Lenders entitled theretoLenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower Company agrees to pay to the Administrative Agent for the account of each Lender a facility fee, which shall accrue at the facility fee rate per annum determined pursuant to the Pricing Grid, Applicable Rate on the daily amount of the Facility Commitment of such Lender (whether used or unused) during the period from and including the Effective Date date hereof to but excluding the date on which such Facility Commitment terminates; provided that that, if a such Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure after its Facility Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure or Competitive Loan Exposure from and including the date on which its Facility Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit ExposureExposure or Competitive Loan Exposure (the “Facility Fees”). Accrued Facility fees accrued 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 in arrears and on the 15th day following such last daydate on which the Facility Commitments terminate, 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 terminatedhereof; provided that any facility fees Facility Fees accruing on the Revolving Credit Exposure after the date on which a Commitment terminates 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 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 Company agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a the same Applicable Rate used to determine the interest rate per annum equal to the Applicable Margin applicable to interest on Term SOFR 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 the Commitments terminate 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 Lender a fronting fee, which shall accrue at the rate of 0.125% per annum daily on the average daily aggregate amount of the portion of the LC Exposure attributable to then available for drawing under all Letters of Credit issued by such Issuing Lender (excluding any portion thereof attributable 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 on which the Commitments terminate and the date on which there ceases to be any such LC Exposuretime, as well as each of such the Issuing Lender’s standard fees with respect to the issuance, amendment amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the 15th day third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lenders Lender pursuant to this Section 5.07(c) paragraph shall be payable promptly within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent or to the Issuing Lenders, as applicable, for distribution, in the case of facility fees and participation fees, to the Lenders entitled theretoLenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a facility commitment fee, which shall accrue at the facility fee rate per annum determined pursuant to the Pricing Grid, Applicable Rate on the daily amount of the Available Revolving Commitment of such Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such Commitment terminates; provided that that, if a such Lender continues to have any Revolving Credit Exposure after its 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 date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Facility Accrued commitment fees accrued through and including shall be payable in arrears on the last day of March, June, September and December of each year shall be payable in arrears and on the 15th day following such last daydate on which the Commitments terminate, 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 date on which a Commitment terminates shall be payable on demandhereof. 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 Borrower agrees to pay to the Administrative Agent, for its own account, fees in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. Such fees shall be fully earned when paid. (c) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a the same Applicable Rate used to determine the interest rate per annum equal to the Applicable Margin applicable to interest on Term SOFR 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 the Commitments terminate 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 Lender 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 amount of the portion of the LC Exposure attributable to Letters of Credit issued by such Issuing Lender (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 on which of termination of the Commitments terminate and the date on which there ceases to be any such LC Exposure, as well as each of such the Issuing LenderBank’s standard fees and commissions with respect to the issuance, amendment amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation Unless otherwise specified above, participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the 15th day third (3rd) Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lenders Bank pursuant to this Section 5.07(c) paragraph shall be payable promptly 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 day but excluding the last day). (c) The 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 Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in Dollars and immediately available funds, to the Administrative Agent (or to the Issuing LendersBank, as applicable, in the case of fees payable to it) for distribution, in the case of facility commitment fees and participation fees, to the Lenders entitled theretoLenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender with a facility Revolving Commitment a commitment fee, which shall accrue at the facility fee rate per annum determined pursuant to the Pricing Grid, Applicable Rate on the daily amount of the difference between the Revolving Commitment of such Lender and the Revolving Credit Exposure (whether used or unusedexcluding Swingline Exposure) of such Lender during the period from and including the Effective Date date hereof to but excluding the date on which such Revolving Commitment terminates; provided that if a Lender continues to have any Revolving Credit Exposure after its Commitment terminates, then such facility fee . Accrued commitment fees shall continue to accrue be payable in arrears on the 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. Facility fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears and on the 15th day following such last daydate on which the Revolving Commitments terminate, 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 date on which a Commitment terminates shall be payable on demandhereof. 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 Borrower agrees to pay to the Administrative Agent, for its own account, fees in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. Such fees shall be fully earned when paid. (c) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a the same Applicable Rate used to determine the interest rate per annum equal to the Applicable Margin applicable to interest on Term SOFR 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 the Commitments terminate such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each the Issuing Lender 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 amount of the portion of the LC Exposure attributable to Letters of Credit issued by such Issuing Lender (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 of termination of the Revolving Commitments terminate and the date on which there ceases to be any such LC Exposure, as well as each of such the Issuing LenderBank’s standard fees with respect to the issuance, amendment amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the 15th day third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lenders Bank pursuant to this Section 5.07(c) paragraph shall be payable promptly within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The 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 Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing LendersBank, as applicable, in the case of fees payable to it) for distribution, in the case of facility commitment fees and participation fees, to the Lenders entitled theretowith a Revolving Commitment or Revolving Credit Exposure. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower Company agrees to pay to the Administrative Agent for the account of each Lender a facility fee, which shall accrue at the facility fee rate per annum determined pursuant to the Pricing Grid, Applicable Rate on the daily amount of the Revolving Commitment of such Lender (whether used or unused) during the period from and including the Effective Date date of this Agreement to but excluding the date on which such Revolving Commitment terminates; provided that that, if a such Lender continues to have any Revolving Credit Exposure after its 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 date on which its Revolving Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Facility 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 accrued through and including shall be payable in arrears on the last day of March, June, September and December of each year shall be payable in arrears and on the 15th day following such last daydate on which the Revolving Commitments terminate, 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 terminatedhereof; provided that any facility fees accruing on the Revolving Credit Exposure after the date on which a Commitment terminates 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 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 Company agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a the same Applicable Rate used to determine the interest rate per annum equal to the Applicable Margin applicable to interest on Term SOFR 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 the Commitments terminate such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Lender 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 amount of the portion of the LC Exposure attributable to Letters of Credit issued by such Issuing Lender Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which of termination of the Revolving Commitments terminate and the date on which there ceases to be any such LC Exposure, as well as each of such Issuing LenderBank’s standard fees with respect to the issuance, amendment amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the 15th day third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the any Issuing Lenders Bank pursuant to this Section 5.07(c) paragraph shall be payable promptly within 10 days after demand. All participation fees and fronting fees 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 Administrative Agent (or to any Issuing Bank, in the Issuing Lenders, as applicable, case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the Lenders entitled theretoapplicable Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a facility fee, which shall accrue at the facility fee rate per annum determined pursuant to the Pricing Grid, Applicable Rate on the daily amount of the Commitment of such Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such Commitment terminates; provided that that, if a such Lender continues to have any Revolving Credit Exposure or Term Loans after its 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 date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit ExposureExposure or Term Loans. Facility Accrued facility fees accrued through and including shall be payable in arrears on the last day of March, June, September and December of each year shall be payable in arrears and on the 15th 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 Date, and accrued facility fees shall also be due and payable on the date on which all Commitments shall have terminatedhereof; provided that any facility fees accruing other than on the Revolving Credit Exposure Term Loans after the date on which a Commitment terminates 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 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 utilization fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum an amount equal to the Applicable Margin applicable to interest on Term SOFR Loans 0.05% on the average daily aggregate principal 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 Loans outstanding for each day on which the Commitments terminate sum of such Loans and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Lender a fronting fee, which shall accrue at loans outstanding under the rate Five-Year Credit Agreement equal or exceed 50% of 0.125% per annum on the average daily sum of the total amount of the portion Commitments (or if the Commitments have terminated and Loans are outstanding, the Commitments as in effect immediately prior to termination) and the total amount of the LC Exposure attributable 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 Letters of Credit issued by such Issuing Lender (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 termination). Accrued utilization fees shall be payable in arrears 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 Lender’s standard fees with respect to the issuance, amendment or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears and on the 15th day following such last daydate on which the Commitments terminate and the Term Loans are repaid, commencing on the first such date to occur after the Effective Datedate hereof; provided that all such fees shall be payable on the date on which the Commitments terminate and any such utilization fees accruing other than on Term Loans after the date on in which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lenders pursuant to this Section 5.07(c) shall be payable promptly after demand. All participation fees and fronting utilization fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The 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 Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent or to the Issuing Lenders, as applicable, for distribution, in the case of facility fees and participation fees, to the Lenders entitled theretoLenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower Company agrees to pay to the Administrative Agent for the account of each Lender Bank a facility fee, which shall accrue at the facility fee rate per annum determined pursuant Applicable Facility Fee Rate, (i) prior to the Pricing Gridtermination of such Bank's Commitment, on the daily amount of the Commitment of such Lender Bank (whether used or unused) during the period from and including the Effective Date to but excluding the date on which that the Commitments terminate and (ii) if such Commitment terminates; provided that if a Lender Bank continues to have any Revolving Credit Exposure after its Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Bank's Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Lender Bank ceases to have any Revolving Credit Exposure. Facility Accrued facility fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the 15th day following such last dayeach Quarterly Date, 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 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 Borrower agrees to pay to the Administrative Agent, for its own account, fees in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. Such fees shall be fully earned when paid. (c) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Margin applicable to 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 the Commitments terminate and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Lender a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the portion of the LC Exposure attributable to Letters of Credit issued by such Issuing Lender (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which the Commitments terminate and the date on which there ceases to be any such LC Exposure, as well as each of such Issuing Lender’s standard fees with respect to the issuance, amendment or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the 15th day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after such date shall be payable on demand. (b) The Company agrees to pay to the Administrative Agent for account of each Bank a letter of credit fee with respect to Letters of Credit (including the Existing External Fronted Letters of Credit), which shall accrue at the Applicable Letter of Credit Commission on the average daily aggregate undrawn 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 Bank's Commitment terminates and the date on which such Bank ceases to have any LC Exposure. Letter of credit fees accrued through and including each Quarterly Date shall be payable on the third Business Day following such Quarterly Date, commencing on the first such Business Day to occur; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after such date shall be payable on demand. Any other fees payable . (c) The Company agrees to pay to the Administrative Agent for account of each Fronting Issuing Lenders pursuant Bank a fronting fee with respect to this Section 5.07(ceach Fronted Letter of Credit issued by such Fronting Issuing Bank, which shall accrue at a rate per annum agreed in writing between the Company and such Fronting Issuing Bank (and notified to the Administrative Agent) on the average daily aggregate undrawn amount of each such Fronted Letters of Credit during the period from and including the date of issuance thereof to but excluding the later of the expiry date thereof and the date on which there ceases to be any LC Exposure thereunder. Fronting fees accrued through and including each Quarterly Date shall be payable promptly after demand. All participation fees and fronting on the third Business Day following such Quarterly Date, commencing on the first such Business Day to occur; provided that all such fees shall be computed payable on the basis of a year of 360 days date on which the Commitments terminate and any such fees accruing after such date shall be payable for the actual number of days elapsed (including the first day but excluding the last day)on demand. (d) The Account Parties agree to pay, on demand, to the Administrative Agent (with respect to Syndicated Letters of Credit) and each Fronting Issuing Bank (with respect to Fronted Letters of Credit issued by it), in each case for its own account, all commissions, charges, costs and expenses with respect to the issuance, amendment, renewal and extension of each such Letter of Credit and drawings and other transactions relating thereto in amounts customarily charged from time to time in like circumstances by the Person that is serving as the Administrative Agent or such Fronting Issuing Bank, as the case may be, or, as may be separately agreed from time to time by the Company on behalf of the Account Parties and the Administrative Agent or such Fronting Issuing Bank, as the case may be. (e) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent or to the Issuing Lendersfor distribution, as applicable, for distribution, in the case of facility fees and participation fees, to the Lenders Banks entitled thereto. Fees paid hereunder shall not be refundable under any circumstances.

Fees. (a) The Borrower shall pay to the Administrative Agent for its own account fees in the amounts and at the times previously agreed upon in writing by the Borrower and the Administrative Agent. (b) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a facility fee, which shall accrue at the facility fee rate Applicable Percentage per annum (determined pursuant to the Pricing Grid, daily in accordance with Schedule I) on the daily amount of the Revolving Commitment of such Lender (whether used or unused) of such Lender during the period from and including the Effective Date to but excluding the date on which such Commitment terminatesAvailability Period; provided provided, that if a such Lender continues to have any Revolving Credit Exposure after its the Revolving Commitment terminatesTermination Date, then such the facility fee shall continue to accrue on the daily amount of such Revolving Credit Exposure from and after the Revolving Commitment Termination Date to the date that all of such Lender’s Revolving Credit Exposure 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. Facility fees accrued through and including the last day of March, June, September and December of each year shall be payable has been paid in arrears on the 15th 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 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 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 paidfull. (c) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation commitment fee, which shall accrue at the Applicable Percentage per annum (determined daily in accordance with Schedule I) on the daily amount of the unused Term Loan Commitment of such Lender during the Term Loan Commitment Availability Period. (d) The Borrower agrees to pay (i) quarterly in arrears to the Administrative Agent, for the account of each Lender, a letter of credit fee with respect to its participations participation in Letters each Letter of Credit, which shall accrue at a rate per annum equal to the Applicable Margin applicable to interest on Term SOFR for Eurodollar Loans then in effect on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) such Letter of Credit 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 on which the Commitments terminate and the date on which such Lender ceases to have Letter of Credit expires or is drawn in full (including without limitation any LC Exposure, Exposure that remains outstanding after the Revolving Commitment Termination Date) and (ii) to each the Issuing Lender Bank for its own account a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the portion of the LC Exposure attributable to Letters of Credit issued by such Issuing Lender (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of Availability Period (or until the date on which the Commitments terminate and the date on which there ceases to be any that such LC ExposureLetter of Credit is irrevocably cancelled, whichever is later), as well as each of such the Issuing LenderBank’s standard fees with respect to the issuance, amendment amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation Notwithstanding the foregoing, if the Required Lenders elect to increase the interest rate on the Loans to the Default Interest pursuant to Section 2.13(c), the rate per annum used to calculate the letter of credit fee pursuant to clause (i) above shall automatically be increased by an additional 2% per annum. (e) The Borrower shall pay to the Administrative Agent, for the ratable benefit of each Lender, the upfront fee previously agreed upon by the Borrower and the Administrative Agent, which shall be due and payable on the Closing Date. (f) Accrued fees under paragraphs (b), (c) and fronting fees accrued through and including above shall be payable quarterly in arrears on the last day of each March, June, September and December of each year shall be payable in arrears on the 15th day following such last dayDecember, commencing on March 31, 2007 and on the first such Revolving Commitment Termination Date (and if later, the date to occur after the Effective DateLoans and LC Exposure shall be repaid in their entirety); provided further, 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 Revolving Commitment Termination Date shall be payable on demand. Any other fees payable to the Issuing Lenders pursuant to this Section 5.07(c) shall be payable promptly after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent or to the Issuing Lenders, as applicable, for distribution, in the case of facility fees and participation fees, to the Lenders entitled thereto. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees jointly and severally agree to pay to the Administrative Agent for the account of each Revolving Lender a facility commitment fee, which shall accrue at the facility fee rate per annum determined pursuant to the Pricing Grid, Applicable Rate on the daily amount of the Available Revolving Commitment of such Revolving Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which the last of the Revolving Commitments (or Extended Revolving Commitments) of such Commitment Revolving Lender terminates; provided that if a Lender continues to have any Revolving Credit Exposure after its Commitment terminates, then such facility fee . Accrued commitment fees shall continue to accrue be payable in arrears on the 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. Facility fees accrued through and including the last day Business Day of March, June, September and December of each year shall be payable in arrears and on the 15th day following such date on which the last dayof the Revolving Commitments terminate, 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 commitment fees accruing on the Revolving Credit Exposure after the date on which a Commitment terminates such 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 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 Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a the same Applicable Rate used to determine the interest rate per annum equal to the Applicable Margin applicable to interest on Term SOFR 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 the Commitments terminate last of such Revolving Lender’s Revolving Commitment terminates and the date on which such Revolving Lender ceases to have any LC Exposure, Exposure and (ii) to each the Issuing Lender Bank for its own account a fronting fee, which shall accrue at the rate of 0.125% per annum separately agreed upon by the Borrower and the Issuing Bank (including, for the avoidance of doubt, with respect to any Existing Letters of Credit) on the average daily amount of the portion Dollar Amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Lender (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 on which of termination of the last of the Revolving Commitments terminate and the date on which there ceases to be any such LC Exposure, as well as each of such the Issuing LenderBank’s standard fees and commissions with respect to the issuance, amendment amendment, cancellation, negotiation, transfer, presentment or extension of any Letter of Credit or processing of drawings thereunder. Participation Unless otherwise specified above, participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the 15th day third (3rd) Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the last of the Revolving Commitments terminate and any such fees accruing after the date on which the such Revolving Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lenders Bank pursuant to this Section 5.07(c) paragraph shall be payable promptly 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 day but excluding the last day). (c) The Borrower Representative agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times agreed in the Administrative Agent Fee Letter. (d) If any Repricing Event occurs prior to the date occurring sixth months after the Effective Date, the Borrower agrees to pay to the Administrative Agent, for the ratable account of each Lender with Initial Term Loans that are subject to such Repricing Event (including any Lender which is replaced pursuant to Section 9.02(e) as a result of its refusal to consent to an amendment giving rise to such Repricing Event), a fee in an amount equal to 1.00% of the aggregate principal amount of the Initial Term Loans subject to such Repricing Event. Such fees shall be earned, due and payable upon the date of the occurrence of the respective Repricing Event. (e) All fees payable hereunder shall be paid on the dates due, in Dollars and immediately available funds, to the Administrative Agent (or to the Issuing LendersBank, as applicable, in the case of fees payable to it) for distribution, in the case of facility commitment fees and participation fees, to the Lenders entitled theretoapplicable Revolving Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a facility commitment fee, which shall accrue at the facility fee rate per annum determined pursuant to the Pricing Grid, Applicable Rate on the average daily amount of the Available Revolving Commitment of such any Lender (whether used or unused) that is not a Defaulting Lender during the period from and including the Effective Date to but excluding the date on which such Revolving Commitment terminates; provided that that, if a such Lender continues to have any Revolving Credit Exposure after its 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 date on which its Revolving Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Facility Accrued commitment fees accrued through and including shall be payable in arrears on the fifteenth (15th) day following the last day of March, June, September and December of each year shall be payable in arrears and on the 15th day following such last daydate on which the Revolving Commitments terminate, 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 date on which a Commitment terminates shall be payable on demandhereof. 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 and the last day of each period but excluding the last daydate on which the Commitments terminate). (b) The 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 Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a the same Applicable Rate used to determine the interest rate per annum equal to the Applicable Margin applicable to interest on Term SOFR Benchmark 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 the Commitments terminate such Revolving Lender’s Revolving Commitment terminates and the date on which such Revolving Lender ceases to have any LC Exposure, Exposure and (ii) to each the relevant Issuing Lender Bank for its own account a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the portion of the LC Exposure attributable to Letters of Credit issued by such Issuing Lender (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 on which of termination of the Revolving Commitments terminate and the date on which there ceases to be any such LC Exposure, as well as each of such Issuing LenderBank’s standard fees and commissions with respect to the issuance, amendment amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation Unless otherwise specified above, participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the 15th fifteenth (15th) day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the any Issuing Lenders Bank pursuant to this Section 5.07(c) paragraph shall be payable promptly within ten (10) days after demanddemand with reasonable detail to determine the amount owed. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The 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 Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in Dollars and immediately available funds, to the Administrative Agent (or to each Issuing Bank, in the Issuing Lenders, as applicable, case of fees payable to it) for distribution, in the case of facility commitment fees and participation fees, to the Lenders entitled theretoapplicable Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower Company agrees to pay to the Administrative Agent for the account accounts of each Lender the Lenders a facility fee, which shall accrue at the facility fee rate per annum determined pursuant to the Pricing Grid, Applicable Rate on the average daily amount of the each Commitment of such Lender (Lender, whether used or unused) , during the period from and including the Effective Date date hereof to but excluding the date on which such Commitment terminates; provided that that, if a such Lender continues to have any Revolving Credit Exposure of any Class after its Commitment of such Class terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the date on which its such Commitment terminates to but excluding the date on which such Lender ceases to have any such Revolving Credit Exposure. Facility Accrued facility fees accrued through and including shall be payable in arrears on the last day of March, June, September and December of each year shall be payable in arrears on the 15th day following such last dayyear, commencing on the first such date to occur after the Effective Datedate hereof, and accrued facility fees shall also be due and payable on the date on which all such Commitments shall have terminatedterminate; provided that any facility fees accruing on the Revolving Credit Exposure after the date on which a Commitment terminates 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 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 Each Borrower agrees to pay (i) to the Administrative Agent or the Canadian Administrative Agent, as applicable, for the account of each Lender a letter of credit participation fee with respect to its participations in Letters of CreditCredit issued for the account of such Borrower, which shall accrue at a rate per annum equal to the Applicable Margin applicable to interest on Term SOFR Loans Rate on the average daily amount of such Lender’s 's LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date date hereof to but excluding the later of the date on which the last of such Lender's Commitments terminate under the applicable Tranche terminates and the date on which such Lender ceases to have any LC ExposureExposure under such Tranche, and (ii) to each Issuing Lender Bank a fronting fee, which shall accrue at the rate of 0.1250.10% per annum (or any lesser amount that the Company and such Issuing Bank may agree upon from time to time) on the average daily amount of the portion of the LC Exposure attributable to Letters of Credit issued by such Issuing Lender (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Bank for the account of such Borrower during the period from and including the Effective Date date hereof to but excluding the later of the date on which of termination of the last of the Commitments terminate under the applicable Tranche and the date on which there ceases to be any such LC Exposure, under such Tranche, as well as each of such Issuing Lender’s Bank's standard fees with respect to the issuance, amendment amendment, renewal or extension of any Letter of Credit issued for the account of such Borrower or processing of drawings thereunder. Participation fees and fronting fees accrued under this paragraph through and including the last day of March, June, September and December of each year shall be payable in arrears on the 15th day following such last day, commencing on the first such date to occur after the Effective Datedate hereof; provided that all such fees shall be payable on the date on which the last of the Commitments terminate terminates and any such fees accruing after the such date on which the Commitments terminate shall be payable on demand. Any other fees payable to the an Issuing Lenders Bank pursuant to this Section 5.07(c) paragraph shall be payable promptly within 30 days after written demand. All participation fees and fronting fees payable under this paragraph shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) Each Canadian Borrowing Subsidiary agrees to pay to the Canadian Administrative Agent, for the accounts of the Global Tranche Lenders (or the lending offices designated to accept and purchase B/As pursuant to Section 2.17(f)), on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee computed by multiplying the face amount of each such B/A by the product of (i) the Applicable Rate for B/A Drawings on such date and (ii) a fraction, the numerator of which is the number of days in the Contract Period applicable to such B/A and the denominator of which is 365. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent Agent, Canadian Administrative Agent, or to the applicable Issuing LendersBank, as applicable, for distribution, in the case of facility fees and participation fees, distribution to the Lenders entitled theretoapplicable Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a facility commitment fee, which shall accrue at the facility fee rate per annum determined pursuant to the Pricing Grid, Applicable Rate on the daily amount of the Available Revolving Commitment of such Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which the Revolving Commitment of such Commitment Lender terminates; provided that that, if a such Lender continues to have any Revolving Credit Exposure after its 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 date on which its Revolving Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Facility Accrued commitment fees accrued through and including shall be payable in arrears on the last day of March, June, September and December of each year shall be payable in arrears and on the 15th day following such last daydate on which the Revolving Commitments terminate, 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 terminatedhereof; provided that any facility commitment fees accruing on the Revolving Credit Exposure after the date on which a Commitment terminates 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 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 Revolving Lender a participation fee with respect to its participations in issued and outstanding Letters of Credit, which shall accrue at a the same Applicable Rate used to determine the interest rate per annum equal to the Applicable Margin applicable to interest on Term SOFR 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 the Commitments terminate 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 Lender 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 amount of the portion Dollar Amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Lender (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 on which of termination of the Revolving Commitments terminate and the date on which there ceases to be any such LC Exposure, as well as each of such Issuing LenderBank’s standard fees and commissions with respect to the issuance, amendment amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the 15th day third (3rd) Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the any Issuing Lenders Bank pursuant to this Section 5.07(c) paragraph shall be payable promptly 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 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 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 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 Administrative Agent (or to the an Issuing Lenders, as applicable, for distributionBank, in the case of facility fees and participation fees, payable to it) for distribution to the Lenders entitled theretoapplicable parties. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender Lender, subject to adjustment as provided in Section 2.22, a facility fee, which shall accrue at the facility fee rate per annum determined pursuant to the Pricing Grid, Applicable Rate on the daily amount of the Dollar Commitment of such Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such Dollar Commitment terminates; provided that that, if a such Lender continues to have any Revolving Credit Exposure after its Dollar 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 date on which its Dollar Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Facility Accrued facility fees accrued through and including shall be payable in arrears on the last day of March, June, September and December of each year shall be payable in arrears and on the 15th day following such last daydate on which the Dollar Commitments terminate, 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 terminatedhereof; provided that any facility fees accruing on the Revolving Credit Exposure after the date on which a Commitment terminates the Dollar 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 Borrower agrees to pay to the Administrative Agent, for its own account, fees in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. Such fees shall be fully earned when paid. (c) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Margin Rate applicable to interest on Term SOFR Eurocurrency Rate Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which the Commitments terminate such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, provided that any such participation fee otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the Issuing Bank pursuant to Section 2.5 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.22(a)(iv), with the balance of such fee, if any, payable to the Issuing Bank for its own account, and (ii) to each the Issuing Lender Bank a fronting fee, which shall accrue at a rate agreed upon in the rate of 0.125% per annum applicable Fee Letter between the Issuing Bank and the Borrower on the average daily amount of the portion of the LC Exposure attributable to Letters of Credit issued by such Issuing Lender (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 of termination of the Commitments terminate and the date on which there ceases to be any such LC Exposure, as well as each of such the Issuing LenderBank’s standard fees with respect to the issuance, amendment amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the 15th day third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lenders Bank pursuant to this Section 5.07(c) paragraph shall be payable promptly within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.7. Notwithstanding anything to the contrary contained herein, upon the request of the Required Lenders, while any Event of Default exists, all Letter of Credit participation fees shall accrue at the Default Rate. (c) The 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 Borrower and the Administrative Agent, including those fees set forth in the Fee Letters. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing LendersBank, as applicable, in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the Lenders entitled theretoLenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a facility commitment fee, which shall accrue at the facility fee rate per annum determined pursuant to the Pricing Grid, Applicable Rate on the daily amount of the by which such Lender’s Revolving Commitment of such Lender (whether used or unused) exceeds its Revolving Credit Exposure during the period from and including the Effective Date to but excluding the date on which such Revolving Commitment terminates; provided that that, if a such Lender continues to have any Revolving Credit Exposure after its 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 date on which its Revolving Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Facility Accrued commitment fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the 15th day following such last dayfirst Business Day of each January, April, July and October and on the date on which the Revolving Commitments terminate, 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 date on which a Commitment terminates shall be payable on demandhereof. All facility commitment fees shall be computed (subject to Section 9.15) on the basis of a 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 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 Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a the same Applicable Rate used to determine the interest rate per annum equal to the Applicable Margin applicable to interest on Term SOFR 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 the Commitments terminate such Lender’s Revolving Commitment terminates and the date on which such Revolving Lender ceases to have any LC Exposure, and (ii) to each the Issuing Lender Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the portion of the LC Exposure attributable to Letters of Credit issued by such Issuing Lender (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 of termination of the Revolving Commitments terminate and the date on which there ceases to be any such LC Exposure, as well as each of such the Issuing LenderBank’s standard fees with respect to the issuance, amendment amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year calendar quarter shall be payable in arrears on the 15th day first Business Day of each January, April, July and October following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lenders Bank pursuant to this Section 5.07(c) paragraph shall be payable promptly within 10 days after demand. All participation fees and fronting fees shall be computed (subject to Section 9.15) on the basis of a 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 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 Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing LendersBank, as applicable, in the case of fees payable to it) for distribution, in the case of facility commitment fees and participation fees, to the Lenders entitled theretoLenders. Fees paid shall not be refundable under any circumstancescircumstances (subject to Section 9.15).

Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a facility fee, which shall accrue at the facility fee rate per annum determined pursuant to the Pricing Grid, Applicable Rate on the actual daily amount of the Commitment of such Lender (whether used or unused) during the period from and including the Effective Closing Date to but excluding the date on which such Commitment terminatesthe Commitments terminate; provided that that, if a such Lender continues to have any Revolving Credit Exposure after its 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 date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Facility Accrued facility fees accrued 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 in arrears and on the 15th day following such last daydate on which the Commitments terminate, commencing on the first such date to occur after the Effective Closing 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 such fees accruing on the Revolving Credit Exposure after the date on which a Commitment terminates 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 Borrower agrees to pay to the Administrative Agent, for its own account, fees in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. Such fees shall be fully earned when paid. (c) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the same Applicable Margin applicable to Rate as interest on Term SOFR Loans on the average 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 the Commitments terminate such ▇▇▇▇▇▇’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Lender 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 amount of the portion of the LC Exposure attributable to Letters of Credit issued by such Issuing Lender Bank (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 of termination of the Commitments terminate and the date on which there ceases to be any such LC Exposure, as well as each of such Issuing LenderBank’s standard fees with respect to the issuance, amendment amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the 15th day third Business Day following such last day, commencing on the first such date to occur after the Effective Closing Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the an Issuing Lenders Bank pursuant to this Section 5.07(c) paragraph shall be payable promptly within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The 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 Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the applicable Issuing Lenders, as applicable, for distributionBank, in the case of facility fees and participation feespayable to it) for distribution, to the Lenders entitled thereto. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender a facility fee, which shall accrue at the facility fee rate per annum determined pursuant to the Pricing Grid, Facility Fee Rate on the average daily amount unused portion of the Revolving Credit Commitment of such Revolving Credit Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such Commitment terminatesRevolving Credit Termination Date; provided that that, if a such Revolving Credit Lender continues to have any Revolving Credit Exposure after its 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 date on which its Commitment terminates to but excluding the date on which such Revolving Credit Lender ceases to have any Revolving Credit Exposure. Facility Accrued facility fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the 15th last day following such last dayof November, February, May, and August of each year and on the Revolving 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 Date, and accrued facility fees shall also be due and payable on the date on which all Commitments shall have terminatedhereof; provided that any facility fees accruing on the Revolving Credit Exposure after the date on which a Commitment terminates 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 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 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 its participations each Letter of Credit issued hereunder, which shall be payable monthly in Letters arrears on the last day of Credit, each month commencing with the month after the Effective Date and which shall accrue at a rate per annum equal to the Applicable Margin used to determine the interest rate applicable to interest Eurodollar Loans on Term SOFR Loans 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 the Commitments terminate and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Lender a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the portion of the LC Exposure attributable to Letters of Revolving Credit issued by such Issuing Lender (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 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 Lenderthe Bank’s standard fees with respect to the issuance, amendment amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting Fronting fees accrued through and including the last day of MarchNovember, JuneFebruary, September May, and December August of each year shall be payable in arrears on the 15th day third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate Revolving Credit Termination Date and any such fees accruing after the date on which the Commitments terminate Revolving Credit Termination Date shall be payable on demand. Any other fees payable to the Issuing Lenders Bank pursuant to this Section 5.07(c) paragraph shall be payable promptly within ten (10) days after demand. All participation fronting fees and fronting fees 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 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 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 Administrative Agent (or to the Issuing LendersBank, as applicable, in the case of fees payable to it) for distribution, in the case of facility fees and participation feesLetter of Credit Fees, to the Lenders entitled theretoapplicable Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a facility feefee (a “Facility Fee”), which shall accrue at the facility fee rate per annum determined pursuant to the Pricing Grid, Applicable Rate on the daily amount of the Commitment of such Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such Commitment terminates; provided that that, if a such Lender continues to have any Revolving Credit Exposure after its 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 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 accrued through and including Fees shall be payable in U.S. Dollars in arrears on the third Business Day after the last day of March, June, September and December of each year shall be payable in arrears and on the 15th day following such last daydate on which the Commitment of the applicable Lender terminates, 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 terminatedhereof; provided that any facility fees Facility Fees accruing on the Revolving Credit Exposure after the date on which a the Commitment of such Lender terminates shall be payable on demand. All facility fees Facility Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The 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 in U.S. Dollars a participation fee with respect to its participations in Letters of Credit, which shall accrue at a the same Applicable Rate used to determine the interest rate per annum equal to the Applicable Margin applicable to interest on Term SOFR 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 the Commitments terminate such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Lender Bank in U.S. Dollars 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 amount of the portion of the LC Exposure attributable with respect to Letters of Credit issued by such Issuing Lender Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which of the Commitments terminate termination of the Commitment of such Issuing Bank and the date on which there ceases to be any LC Exposure with respect to Letters of Credit issued by such LC ExposureIssuing Bank, as well as each of such Issuing LenderBank’s standard fees with respect to the issuance, amendment amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the 15th day third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate Commitment of such Lender or Issuing Bank, as the case may be, terminates and any such fees accruing after the date on which the Commitments terminate such Commitment terminates shall be payable on demand. Any other fees payable to the any Issuing Lenders Bank pursuant to this Section 5.07(c2.11(b) shall be payable promptly within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The 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 Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to any Issuing Bank, in the Issuing Lenders, as applicable, case of fees payable to it) for distribution, in the case of facility fees Facility Fees and Letters of Credit participation fees, to the Lenders entitled theretoLenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender Lender, a facility fee, which shall accrue at the facility fee a rate per annum determined pursuant equal to the Pricing Grid, Applicable Margin on the daily amount of the Commitment of such Lender (whether used or unusedregardless of usage) 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 date on which such Commitment terminates; provided that that, if a such Lender continues to have any Revolving Credit Exposure after its Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving 's Credit Exposure from and including the date on which its such Lender's Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Facility Accrued facility fees accrued through and including shall be payable in arrears on the last day of March, June, September and December of each year shall be payable in arrears year, each date on which the Commitments are permanently reduced and on the 15th day following such last daydate on which the Commitments terminate, commencing on the first such date to occur after the Effective Agreement Date, and accrued provided that all unpaid facility fees shall also be due and payable on the date on which all the Commitments shall have terminated; terminate and provided further that any facility fees accruing on the Revolving Credit Exposure which accrue after the date on which a Commitment terminates 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 Borrower agrees to pay to the Administrative Agent, for its own account, fees in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. Such fees shall be fully earned when paid. (c) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Margin applicable to interest on Term SOFR 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 Closing Date to but excluding the later of the date on which the Commitments terminate 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 Lender 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 amount of the portion of the LC Exposure attributable to Letters of Credit issued by such Issuing Lender (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 of termination of the Commitments terminate and the date on which there ceases to be any such LC Exposure, as well as each of such the Issuing Lender’s Bank's standard fees with respect to the issuance, amendment amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation Accrued participation fees and fronting fees accrued through and including shall be payable in arrears on the last day of March, June, September and December of each year shall be payable in arrears on the 15th day following such last dayyear, commencing on the first such date to occur after the Effective Datedate hereof; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lenders Bank pursuant to this Section 5.07(c) paragraph shall be payable promptly within ten days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower agrees to pay to the Administrative Agent for the account of each Lender during the period from and including the date on which this Credit Agreement becomes effective pursuant to Section 10.6 to but excluding the date on which such Commitment terminates; a utilization fee which shall accrue at a rate per annum equal to 0.125% on the aggregate Credit Exposure for each day that such aggregate Credit Exposure shall exceed 50.0% of the Commitments of all Lenders, provided that, if such Lender continues to have any Credit Exposure after its Commitment terminates, then such utilization fee shall continue to accrue on the daily amount of such Lender's Credit Exposure from and including the date on which such Lender's Commitment terminates to but excluding the date on which such Lender ceases to have any Credit Exposure. Accrued utilization fees shall be payable in arrears on the last day of March, June, September and December of each year, each date on which the Commitments are permanently reduced and on the date on which the Commitments terminate, commencing on the first such date to occur after the Agreement Date, provided that all unpaid utilization fees shall be payable on the date on which the Commitments terminate and provided further that utilization fees which accrue after the Commitments terminate shall be payable on demand. All utilization fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (d) The Borrower agrees to pay to each Credit Party, for its own account, fees and other amounts payable in the amounts and at the times separately agreed upon in writing between the Borrower and such Credit Party. (e) All fees and other amounts payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent or to the Issuing Lenders, as applicable, for distribution, in the case of facility fees and participation fees, to the Lenders entitled thereto. Fees and other amounts paid shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender with a Commitment a facility fee, which fee shall accrue at the facility fee rate per annum determined pursuant to the Pricing Grid, Applicable Rate on the daily amount of the Commitment of such Lender (whether used or unused) during the period from and including the Effective Closing Date to but excluding the date on which such Commitment terminates; terminates provided that that, if a such Lender continues to have any Revolving Credit Exposure after its 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 date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Facility Accrued facility fees accrued through and including shall be payable in arrears on the third Business Day following the last day of March, June, September and December of each year shall be payable in arrears and on the 15th day following such last daydate on which the Commitments terminate, 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 date on which a Commitment terminates shall be payable on demandhereof. 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 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 with a Commitment a participation fee with respect to its participations in Letters of Credit, which shall accrue at a the same Applicable Rate used to determine the interest rate per annum equal to the Applicable Margin applicable to interest on Term SOFR 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 the Commitments terminate such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Lender 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 amount of the portion of the LC Exposure attributable to Letters of Credit issued by such Issuing Lender (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 of termination of the Commitments terminate and the date on which there ceases to be any such LC Exposure, as well as each of such Issuing LenderBank’s standard fees with respect to the issuance, amendment amendment, cancellation, negotiation, transfer, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the 15th day third Business Day following such last day, commencing on the first such date to occur after the Effective Closing Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the any Issuing Lenders Bank pursuant to this Section 5.07(c) paragraph shall be payable promptly within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower agrees to pay to the Administrative Agent and the Arrangers, for their respective accounts, fees payable in the amounts and at the times separately agreed upon between the Borrower and the applicable party. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to any Issuing Bank, in the Issuing Lenders, as applicable, case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the Lenders entitled theretoLenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a facility commitment fee, which shall accrue at the facility fee rate per annum determined pursuant to the Pricing Grid, Applicable Rate on the daily amount of the unused Commitment of such Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such Commitment terminates; provided that that, if a such Lender continues to have any Revolving Credit Exposure after its 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 date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Facility Accrued commitment fees accrued through and including shall be payable in arrears on the last day of March, June, September and December of each year shall be payable in arrears and on the 15th day following such last daydate on which the Commitments terminate, 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 terminatedhereof; provided that any facility commitment fees accruing on the Revolving Credit Exposure after the date on which a Commitment terminates 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 Borrower agrees to pay to the Administrative Agent, for its own account, fees in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. Such fees shall be fully earned when paid. (c) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a the same Applicable Rate used to determine the interest rate per annum equal to the Applicable Margin applicable to interest on Term SOFR 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 the Commitments terminate such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Lender 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 face amount of the portion of the LC Exposure attributable to Letters each Letter of Credit issued by of such Issuing Lender (excluding any portion thereof attributable to unreimbursed LC Disbursements) Bank during the period from and including the Effective Date to but excluding the later of the date on which of termination of the Commitments terminate and the date on which there ceases to be any such LC Exposure, as well as each of such Issuing LenderBank’s standard fees with respect to the issuance, amendment amendment, renewal or extension of any Letter of Credit of such Issuing Bank or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the 15th day third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the any Issuing Lenders Bank pursuant to this Section 5.07(c) paragraph shall be payable promptly within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The 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 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 Administrative Agent (or to the Issuing LendersBanks, as applicable, in the case of fees payable to it) for distribution, in the case of facility commitment fees and participation fees, to the Lenders entitled theretoLenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower Company agrees to pay to the Administrative Agent Agent, in US Dollars, for the account of each Lender Lender, a facility fee, which shall accrue at the facility fee rate per annum determined pursuant to Applicable Rate (as set forth under the Pricing Grid, caption “Facility Fee Rate” in the definition of such term) on the daily amount of the each Commitment of such Lender (Lender, whether used or unused) , during the period from and including the Effective Closing Date to but excluding the date on which such Commitment terminatesexpires or is terminated; provided provided, that if a any Lender continues to have any Revolving Credit Exposure under any Tranche after its 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 date on which its such Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit ExposureExposure under such Tranche. Facility Accrued facility fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the 15th last day following such last dayof each March, June, September and December, commencing on the first such date to occur after the Effective Datedate hereof, and accrued facility fees shall also be due and payable and, with respect to the Commitments of any Tranche, on the date on which all the Commitments of such Tranche shall have terminatedterminate; provided that any facility fees accruing on the Revolving Credit Exposure under any Tranche after the date on which a Commitment terminates 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 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 Company agrees to pay (i) to the Administrative Agent for the account of each Tranche A Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Margin 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 interest on Term SOFR Loans 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 the Commitments terminate 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 Lender Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average portion of the daily amount of the portion of the LC Exposure attributable to Letters of Credit issued by such Issuing Lender (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 on which of termination of the Tranche A Commitments terminate and the date on which there ceases to be any such LC Exposure, as well as each of such Issuing LenderBank’s standard fees with respect to the issuance, amendment amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued or becoming payable in respect of Letters of Credit issued through and including the last day of March, June, September and December of each year shall be payable in arrears on the 15th day third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Tranche A Commitments terminate and any such fees accruing after the date on which the Tranche A Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lenders Banks pursuant to this Section 5.07(c) paragraph shall be payable promptly within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) Each Canadian Borrowing Subsidiary agrees to pay to the 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 Agents, for their own accounts, fees payable in the amounts and at the times separately agreed upon between the Company and the Agents. (e) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent Agent, to the Issuing Banks (in the case of fees payable to them) or to the Issuing Lenders, as applicable, Canadian Agent (in the case of fees referred to in paragraph (c) of this Section) for distribution, distribution (i) in the case of facility fees and fees, to the Lenders, (ii) in the case of the participation fees, to the Tranche A Lenders entitled theretoand (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.

Fees. (a) The Borrower agrees Borrowers agree to pay to the Administrative Agent Agent, in US Dollars, for the account of the office (or Affiliate) of each Lender from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph) a facility fee, which shall accrue at the facility fee rate per annum determined pursuant to relevant Facility Fee Rate specified in the Pricing Grid, definition of Applicable Rate on the daily amount of the Commitment of such Lender Commitments (whether used or unused) of such Lender during the period from and including the Effective Date date of this Agreement to but excluding the date on which such Commitment terminatesits Commitments terminate; provided that that, if a such Lender continues to have any Revolving Credit Exposure after its Commitment terminatesCommitments terminate, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the date on which its Commitment terminates Commitments terminate to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Facility Accrued facility fees accrued through and including shall be payable in arrears on the last day of March, June, September and December of each year year, on any date prior to the Maturity Date on which all the Commitments shall be payable in arrears have terminated and on the 15th day following such last dayMaturity Date, 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 terminatedhereof; provided that any facility fees accruing on the Revolving Credit Exposure after the date on which a Commitment terminates 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 Borrower agrees to pay to the Administrative Agent, for its own account, fees in the amounts Company 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 each Borrowing Subsidiary agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a the same Applicable Rate used from time to time to determine the interest rate per annum equal to the Applicable Margin applicable to interest on Term SOFR 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 Commitments terminate terminates and the date on which such Lender ceases to have any LC Exposure, Exposure and (ii) to each Issuing Lender 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 amount of the portion of the LC Exposure attributable to Letters of Credit issued by such Issuing Lender Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which of termination of all the Commitments terminate and the date on which there ceases to be any LC Exposure attributable to Letters of Credit issued by such LC ExposureIssuing Bank, as well as each of such Issuing LenderBank’s standard fees with respect to the issuance, amendment amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the 15th day third Business Day following such last day, commencing on the first such date to occur after the Effective Datedate hereof; provided that all such fees shall be payable on the date on which all the Commitments terminate and any such fees accruing after the date on which all the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lenders pursuant to this Section 5.07(c) shall be payable promptly after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The 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 any Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to each Issuing Bank, in the Issuing Lenders, as applicable, case of fees payable to it) for distributionits own account or, in the case of facility fees and Letter of Credit participation fees, for distribution to the Lenders entitled theretoLenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower Company agrees to pay to the Administrative Agent for the account of each Lender a facility feefee in Dollars, which shall accrue at the facility fee rate per annum determined pursuant to the Pricing Grid, Applicable Rate on the daily amount of the Commitment of such Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such Commitment terminates; provided that that, if a such Lender continues to have any Revolving Credit Exposure after its 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 date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Facility Accrued facility fees accrued through and including the last day of March, June, September and December of each year shall be payable quarterly in arrears on the 15th day following such last dayeach Payment Date, 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 terminatedhereof; provided that any facility fees accruing on the Revolving Credit Exposure after the date on which a Commitment terminates 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 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 Company agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a the same Applicable Rate used to determine the interest rate per annum equal to the Applicable Margin applicable to interest on Term SOFR Eurocurrency Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) Applicable Percentage of the face amount of all outstanding Letters of Credit during the period from and including the Effective Date to but excluding the later of the date on which the Commitments terminate such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, Exposure and (ii) to each Issuing Lender Bank for its own account a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily face amount of the portion of the LC Exposure attributable to all outstanding Letters of Credit issued by such each Issuing Lender (excluding any portion thereof attributable to unreimbursed LC Disbursements) Bank during the period from and including the Effective Date to but excluding the later of the date on which of termination of the Commitments terminate and the date on which there ceases to be any such LC Exposure, as well as each of such Issuing LenderBank’s standard fees and commissions with respect to the issuance, amendment amendment, cancellation, negotiation, maintenance, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation Unless otherwise specified above, participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable quarterly in arrears on the 15th day following such last dayeach Payment Date, commencing on the first such date to occur after the Effective Datedate hereof; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lenders Banks pursuant to this Section 5.07(c) paragraph shall be payable promptly after on demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Participation fees and fronting fees shall be paid in Dollars. (c) The Company agrees to pay to (i) the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent and (ii) the Syndication Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Syndication Agent. (d) All fees payable hereunder shall be paid on the dates due, in Dollars (except as otherwise expressly provided in this Section 2.12) and immediately available funds, to the Administrative Agent (or to the Issuing LendersBanks or the Syndication Agent, as applicable, in the case of fees payable to them) for distribution, in the case of facility fees and participation fees, to the Lenders entitled theretoLenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a facility fee, which shall accrue at the facility fee rate per annum determined pursuant to the Pricing Grid, Applicable Rate on the daily amount of the Commitment of such Lender (whether used or unused) during the period from and including the Effective Closing Date to but excluding the date on which such Commitment terminates; provided that that, if a such Lender continues to have any Revolving Credit Exposure after its 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 date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Facility fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the 15th fifteenth day following such last dayday and on the date on which the Commitments terminate, 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 terminatedhereof; provided that any facility fees accruing on the Revolving Credit Exposure after the date on which a Commitment terminates 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 Borrower agrees to pay to the Administrative Agent, for its own account, fees in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. Such fees shall be fully earned when paid. (c) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters each outstanding Letter of Credit, which shall accrue on the daily maximum amount then available to be drawn under such Letter of Credit at a the same Applicable Rate used to determine the interest rate per annum equal to the Applicable Margin applicable to 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) Benchmark Revolving Loans, during the period from and including the Effective Closing Date to but excluding the later of the date on which the Commitments terminate such ▇▇▇▇▇▇'s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Lender Bank for its own account a fronting feefee with respect to each Letter of Credit issued by such Issuing Bank, which shall accrue at the rate of 0.125% per annum on the average daily maximum amount then available to be drawn under such Letter of the portion of the LC Exposure attributable to Letters of Credit issued by such Issuing Lender (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 on which of termination of the Commitments terminate and the date on which there ceases to be any LC Exposure with respect to Letters of Credit issued by such LC ExposureIssuing Bank, as well as each of such Issuing Lender’s Bank's standard fees with respect to the issuance, amendment or extension of any Letter of Credit or and other processing fees, and other standard costs and charges, of drawings thereundersuch Issuing bank relating the Letters of Credit as from time to time in effect. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the 15th 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 the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the an Issuing Lenders Bank pursuant to this Section 5.07(c) paragraph shall be payable promptly within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The 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 Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing LendersBank, as applicable, in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the Lenders entitled theretoLenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower Company agrees to pay to the Administrative Agent for the account of each Revolving Lender a facility commitment fee, which shall accrue at the facility fee rate per annum determined pursuant to the Pricing Grid, Applicable Rate on the daily amount of the Available Revolving Commitment of such Lender (whether used or unused) during the period from and including the Original Effective Date to but excluding the date on which such Commitment terminates; provided that that, if a such Lender continues to have any Revolving Credit Exposure after its 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 date on which its Revolving Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Facility Accrued commitment fees accrued through and including shall be payable in arrears on the last day of March, June, September and December of each year shall be payable in arrears and on the 15th day following such last daydate on which the Revolving Commitments terminate, commencing on the first such date to occur after the Original 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 date on which a Commitment terminates 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 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 Company agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a the same Applicable Rate used to determine the interest rate per annum equal to the Applicable Margin applicable to interest on Term SOFR 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 the Commitments terminate 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 Lender Bank for its own account a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the portion Dollar Amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Lender (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 on which of termination of the Revolving Commitments terminate and the date on which there ceases to be any such LC Exposure, as well as each of such the Issuing LenderBank’s standard fees and commissions with respect to the issuance, amendment amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation Unless otherwise specified above, participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the 15th day third (3rd) Business Day following such last day, commencing on the first such date to occur after the Original Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lenders Bank pursuant to this Section 5.07(c) paragraph shall be payable promptly 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 day but excluding the last day). Participation fees and fronting fees in respect of Letters of Credit shall be paid in Dollars. (c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in Dollars (except as otherwise expressly provided in this Section 2.12) and immediately available funds, to the Administrative Agent (or to the Issuing LendersBank, as applicable, in the case of fees payable to it) for distribution, in the case of facility commitment fees and participation fees, to the Lenders entitled theretoapplicable Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower In order to permit HCC to obtain financing to permit the development of the HCC System, Participant agrees to pay to the Administrative Agent for monthly contingency fee (the account "Contingency Fee") of each Lender a facility fee, which shall accrue at [*] multiplied by the facility fee rate per annum determined pursuant to the Pricing Grid, Monthly Base Transactions indicated on the daily amount of the Commitment of such Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such Commitment terminates; provided that if a Lender continues to have any Revolving Credit Exposure after its 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 date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit ExposureExhibit "B". Facility fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the 15th 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 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 Borrower agrees to pay to the Administrative Agent, for its own account, fees in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. Such fees shall be fully earned when paid. (c) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Margin applicable to 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 the Commitments terminate and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Lender a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the portion of the LC Exposure attributable to Letters of Credit issued by such Issuing Lender (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which the Commitments terminate and the date on which there ceases to be any such LC Exposure, as well as each of such Issuing Lender’s standard fees with respect to the issuance, amendment or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the 15th day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall Contingency Fee will be payable on the date first day of each month for a six (6) month period beginning on which the Commitments terminate later of April 1, 1992, or the Activation Date. Provided that the Activation Date has occurred and limited in duration by the immediately preceding sentence, Participant's obligation to pay the Contingency Fee is absolute and shall continue until Participant is capable of and ready to deliver to the HCC System reservation commission data from at least seventy-five percent (75%) of its properties in the United States (calculated based on total number of rooms rather than number of individual hotels) in a regular and timely manner as contemplated by this Agreement ("Participant Readiness") and continues and delivers to HCC the volume of reservation commissions required for Participant Readiness after the Activation Date. At such time, Participant will begin paying transaction fees ("Transaction Fees") of [*] per Commissionable Reservation, and upon payment of such Transaction Fees, will be relieved of its obligations to pay any further Contingency Fees under this section. For the remainder, if any, of the six (6) month period referred to above, the Transaction Fees payable by *Confidential Treatment Requested The Board of Directors of HCC will have the right to verify Participant Readiness (whether through HCC personnel or independent third parties) and will have the right to modify or adjust the requirements for Participant Readiness, as long as it makes such determination in a uniform manner among other Participating Entities. Participant has been informed that HCC is reliant upon, and the obtaining by HCC of certain critical financing is dependent upon, Participant's agreement to and performance of Participant's obligations under this section. Participant acknowledges that the failure of Participant to meet its payment obligations under this section would substantially and materially damage the business of HCC and waives any and all defenses that it may have to the performance of such obligations. Participant hereby irrevocably consents to having the provisions of this Section 3.1 immediately and fully enforced in a court of law or equity and waives any and all defenses thereto. Participant is responsible for collection and payment to HCC of all such fees accruing after that are attributable to Participant and all of Participant's affiliates and franchises that utilize the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lenders pursuant to HCC System under this Section 5.07(c) shall be payable promptly after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)Agreement. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent or to the Issuing Lenders, as applicable, for distribution, in the case of facility fees and participation fees, to the Lenders entitled thereto. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower Company agrees to pay to the Administrative Agent for the account of each Lender a facility fee, which shall accrue at the facility fee rate per annum determined pursuant to the Pricing Grid, Applicable Rate on the daily amount of the Commitment of such Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such Commitment terminates; provided that if a such Lender continues to have any Revolving Credit Exposure after its 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 date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Facility Accrued facility fees accrued through and including shall be payable in arrears on the last day of March, June, September and December of each year shall be payable in arrears on the 15th day following such last dayyear, 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 the Commitments shall have terminated; provided that any facility fees accruing on terminated and the Lenders shall have no Revolving Credit Exposure after the date on which a Commitment terminates shall be payable on demandExposure. 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 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 Company agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a the same Applicable Rate used to determine the interest rate per annum equal to the Applicable Margin applicable to interest on Term SOFR 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 the Commitments terminate such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Lender 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 amount of the portion of the LC Exposure attributable to Letters of Credit issued by such Issuing Lender Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which of termination of the Commitments terminate and the date on which there ceases to be any such LC Exposure, as well as each of such Issuing LenderBank’s standard fees with respect to the issuance, amendment amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the 15th day third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lenders Bank pursuant to this Section 5.07(c) paragraph shall be payable promptly within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing Lenders, as applicable, for distributionBanks, in the case of facility fees and participation fees, payable to it) for distribution to the Lenders Persons entitled thereto. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a facility feecommitment fee (the “Commitment Fees”), which shall accrue at the facility fee rate per annum determined pursuant to the Pricing Grid, Applicable Rate on the daily amount of (if any) by which the Commitment of such Lender (whether used or unused) exceeds the Revolving Credit Exposure of such Lender during the period from and including the Effective Closing Date to but excluding the date on which such Commitment terminates; provided that if a Lender continues to have any Revolving Credit Exposure after its . Accrued Commitment terminates, then such facility fee Fees shall continue to accrue be payable in arrears on the 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. Facility fees accrued through and including first Business Day following the last day of March, June, September and December of each year shall be payable in arrears and on the 15th day following such last daydate on which the Commitments terminate, commencing on the first such date to occur after the Effective Closing 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 date on which a Commitment terminates 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 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 in accordance with its Applicable Percentage, a participation fee with respect to its participations in Letters of Credit, which shall accrue at a the same Applicable Rate used to determine the interest rate per annum equal to the Applicable Margin applicable to interest on Term SOFR 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 the Commitments terminate such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Lender 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 amount of the portion of the Total LC Exposure attributable to Letters such Letter of Credit issued by such Issuing Lender (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 on which the Commitments terminate and the date on which there ceases to be any LC Exposure attributable to such LC ExposureLetter of Credit and (iii) to each Issuing Bank, as well as each of for its own account, such Issuing LenderBank’s standard fees with respect to the issuance, amendment amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the 15th day first Business Day following such last day, commencing on the first such date to occur after the Effective Closing Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the any Issuing Lenders Bank pursuant to this Section 5.07(c) paragraph shall be payable promptly within 30 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The amount of participation and fronting fees payable hereunder shall be set forth in a written invoice or other notice delivered to the Borrower by the Administrative Agent or, in the case of fronting fees, by the applicable Issuing Bank. (c) The 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 Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the applicable Issuing LendersBank, as applicable, in the case of fees payable to it) for distribution, in the case of facility commitment fees and participation fees, to the Lenders entitled thereto. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower Company agrees to pay to the Administrative Agent for the account of each Lender a facility fee, which shall accrue at the facility fee rate per annum determined pursuant to the Pricing Grid, Applicable Rate on the daily amount of the Revolving Commitment of such Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such Revolving Commitment terminates; provided that that, if a such Lender continues to have any Revolving Credit Exposure after its Revolving Commitment terminatesterminates (including as a result of the exercise 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 date on which its Revolving Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Facility 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 accrued through and including shall be payable in arrears on the last day of March, June, September and December of each year shall be payable in arrears year, on the 15th 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 Date, and accrued facility fees shall also be due and payable on the date on which all Commitments shall have terminatedhereof; provided that any facility fees accruing on the Revolving Credit Exposure after the date on which the Revolving Commitments terminate (other than as a Commitment terminates 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 Borrower 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 to the Administrative Agent, for its own account, fees in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. Such fees shall be fully earned when paid. (c) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Margin applicable to 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 the Commitments terminate and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Lender a fronting utilization fee, which shall accrue at the rate of 0.125% per annum Applicable Rate on the average daily amount of the portion of the LC Revolving Credit Exposure attributable to Letters of Credit issued by such Issuing Lender (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which the Commitments terminate and the date on which there ceases to be any such LC Exposure, as well as each of such Issuing Lender’s standard Lender on such day. Accrued utilization fees with respect to the issuance, amendment or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including shall be payable in arrears on the last day of March, June, September and December of each year shall be payable in arrears and on the 15th 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 the date on which the Commitments terminate and any such utilization fees accruing after the 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. Any other All utilization fees payable to in respect of the Issuing Lenders pursuant to this Section 5.07(c) Revolving Commitments shall be payable promptly after demand. All participation fees in Dollars and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in 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 Administrative Agent or to the Issuing Lenders, as applicable, for distribution, in the case of facility fees and participation utilization fees, to the Lenders entitled theretoapplicable Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees Borrowers agree to pay to the Administrative Agent for the account of each Lender a facility fee, which shall accrue at the facility fee rate per annum determined pursuant to relevant Facility Fee Rate specified in the Pricing Grid, definition of Applicable Rate on the daily amount of the Commitment of such Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such Commitment terminatesTermination Date; provided that that, if a such Lender continues to have any Revolving Credit Exposure after its the Commitment terminatesTermination Date, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the date on which its Commitment terminates Termination Date to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Facility Accrued facility fees accrued through and including shall be payable in arrears on the last day of each March, June, September and December of each year shall be payable in arrears and on the 15th day following such last dayCommitment Termination Date, 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 date on which a Commitment terminates 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 Borrower Company agrees to pay to the Administrative Agent, for its own account, fees in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. Such fees shall be fully earned when paid. (c) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Margin Rate applicable to interest on Term SOFR Eurocurrency Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which the Commitments terminate Commitment 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 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 amount of the portion of the LC Exposure attributable to Letters such Letter of Credit issued by such Issuing Lender (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 on which the Commitments terminate and the date on which there ceases to be any such LC Exposure, as well as each Exposure under such Letter of Credit and (ii) such Issuing Lender’s standard fees with respect to the issuance, amendment amendment, renewal or extension of any such Letter of Credit or processing of drawings thereunder. . (d) Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year calendar quarter shall be payable in arrears on the 15th day 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 the date on which the Commitments terminate Commitment Termination Date and any such fees accruing after the date on which the Commitments terminate Commitment Termination Date shall be payable on demand. Any other fees payable to the any Issuing Lenders Lender pursuant to this Section 5.07(cparagraph (c) above shall be payable promptly 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 shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (de) The Borrowers agree to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon in writing between the Company and the Administrative Agent. (f) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent or to the Issuing Lenders, as applicable, for distribution, in the case of facility fees and participation commitment fees, to the Lenders entitled theretoin accordance with this Section 2.12. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower Company agrees to pay to the Administrative Agent for the account of each Lender a facility fee, fee (“Facility Fee”) in Dollars which shall accrue at the facility fee rate per annum determined pursuant to the Pricing Grid, Applicable Rate for Facility Fee on the average daily amount of the Commitment of such Lender (whether used or unused) (other than with respect to a Defaulting Lender as provided in Section 2.23(a)) during the period from and including the Effective Date date hereof to but excluding the date on which such Commitment terminates; provided that that, if a such Lender continues to have any Revolving Credit Exposure after its 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 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 accrued 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 in arrears and on the 15th day following such last daydate on which the Commitments terminate, 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 terminatedhereof; provided that any facility fees Facility Fee accruing on the Revolving Credit Exposure after the date on which a Commitment terminates 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 Borrower Company agrees to pay to the Administrative Agent, for its own account, the administrative and other fees in the amounts and at the times separately agreed upon between the Borrower Company and the Administrative Agent. Such fees shall be fully earned when paidAgent (collectively, the “Administrative Fees”). (c) The Borrower Company agrees to pay (i) to the Administrative Agent for the account of each Lender (including the Issuing Lender) a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Margin Rate applicable to interest on Term SOFR Eurocurrency Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which the Commitments terminate and the date on which such Lender ceases to have any LC Exposure, Exposure and (ii) to each Issuing 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 amount of the portion of the LC Exposure attributable to Letters of Credit issued by such Issuing Lender (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 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 Lender’s standard fees with respect to the issuance, amendment amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including shall be payable on the last day of March, June, September and December of each year shall be payable in arrears on the 15th day following such last dayyear, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the an Issuing Lenders Lender pursuant to this Section 5.07(c) paragraph shall be payable promptly after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing LendersLender, as applicable, in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the Lenders entitled theretoLenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a facility fee, which shall accrue at the facility fee rate per annum determined pursuant to sum of the Pricing Grid, Applicable Rate plus the Usage Fee on the average daily amount of the Available Revolving Commitment of such Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such Commitment terminates; provided that provided, if a such Lender continues to have any Revolving Credit Exposure after its 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 date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Facility Accrued facility fees accrued 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 in arrears and on the 15th day following such last daydate on which the Commitments terminate, 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 terminatedhereof; provided further that any facility fees accruing on the Revolving Credit Exposure after the date on which a Commitment terminates 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 Borrower agrees to pay to the Administrative Agent, for its own account, fees in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. Such fees shall be fully earned when paid. (c) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a the same Applicable Rate used to determine the interest rate per annum equal to the Applicable Margin applicable to interest on Term SOFR 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 the Commitments terminate such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each the Issuing Lender Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the portion of the LC Exposure attributable to Letters of Credit issued by such Issuing Lender (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 of termination of the Commitments terminate and the date on which there ceases to be any such LC Exposure, as well as each of such the Issuing LenderBank’s standard fees with respect to the issuance, amendment amendment, payment, negotiation, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the 15th day third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lenders Bank pursuant to this Section 5.07(c) paragraph shall be payable promptly within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 365 days (or 366 days in the case of a leap year) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The 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 Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing LendersBank, as applicable, in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the Lenders entitled theretoFinance Parties. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a facility fee, which shall accrue at the facility fee rate per annum determined pursuant to the Pricing Grid, Applicable Rate on the daily amount of the Commitment of such Lender (whether used or unused) during the period from and including the Restatement Effective Date to but excluding the date on which such Commitment terminates; provided that that, if a such Lender continues to have any Revolving Credit Exposure after its 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 date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Facility fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the 15th fifteenth day following the such last dayday and on the date on which the Commitments terminate, 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 terminatedhereof; provided that any facility fees accruing on the Revolving Credit Exposure after the date on which a Commitment terminates 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 Borrower agrees to pay to the Administrative Agent, for its own account, fees in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. Such fees shall be fully earned when paid. (c) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a the same Applicable Rate used to determine the interest rate per annum equal to the Applicable Margin applicable to interest on Term SOFR 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 the Commitments terminate such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, Exposure and (ii) to each Issuing Lender 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 amount of the portion of the LC Exposure attributable to Letters of Credit issued by such Issuing Lender (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 Restatement Effective Date to but excluding the later of the date on which of termination of the Commitments terminate and the date on which there ceases to be any such LC Exposure, as well as each of such Issuing LenderBank’s standard fees and commissions with respect to the issuance, amendment amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the 15th fifteenth day following such last day, commencing on the first such date to occur after the Restatement Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the any Issuing Lenders Bank pursuant to this Section 5.07(c) paragraph shall be payable promptly 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 day but excluding the last day). (c) The 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 Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an Issuing Bank, in the Issuing Lenders, as applicable, case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the Lenders entitled theretoLenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a facility commitment fee, which shall accrue at the facility fee rate per annum determined pursuant to the Pricing Grid, Applicable Rate on the average daily unused amount of the Revolving Commitment of such Revolving Lender (whether used or unused) during the period from and including the Effective Date date hereof to but excluding the date on which such the Revolving Commitments terminate. Commitment terminates; provided that if a Lender continues to have any Revolving Credit Exposure after its 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 date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Facility fees accrued through and including the last day Business Day of March, June, September and December of each year shall be payable in arrears on the 15th fifteenth day following such last dayday 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, 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 date on which a Commitment terminates shall be payable on demandhereof. 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 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 Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a the same Applicable Rate then used to determine the interest rate per annum equal to the Applicable Margin applicable to interest on Term SOFR 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 the Commitments terminate 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 Lender Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the portion of the LC Exposure attributable to Letters of Credit issued by such Issuing Lender Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which of termination of the Revolving Commitments terminate and the date on which there ceases to be any such LC Exposure, as well as each of such Issuing LenderBank’s standard fees with respect to the issuance, amendment amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the 15th fifteenth day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate (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 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 the an Issuing Lenders Bank pursuant to this Section 5.07(c) paragraph shall be payable promptly within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The 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 Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the applicable Issuing LendersBank, as applicable, in the case of fees payable to it) for distribution, in the case of facility commitment fees and participation fees, to the Revolving Lenders entitled thereto. Fees paid hereunder shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to the Administrative Paying Agent for the ratable account of each Lender a facility feefee (the “Facility Fee”), which shall accrue at from (and including) the facility fee rate per annum determined pursuant Effective Date to (but excluding) the Pricing Grid, Maturity Date on the daily amount of the each Commitment of such Lender (whether used or unused) during at the period from and including rate per annum equal to the Effective Date to but excluding the date on which such Commitment terminatesApplicable Facility Fee Percentage; provided that that, if a such Lender continues to have any Revolving Credit Exposure after its 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 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 accrued through and including Fees shall be payable in arrears on the third Business Day following the last day of March, June, September and December of each year shall be payable in arrears on the 15th 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 the Commitments shall have terminatedterminate, commencing on October 5, 2004; provided that any facility fees accruing on the Revolving Credit Exposure after the date on which a Commitment terminates the relevant Commitments terminate shall be payable on demand. All facility fees Facility Fees shall be computed on the basis of a year of 360 365 or 366 days (as the case may be) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The 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 Paying Agent for the ratable account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Margin applicable to interest on Term SOFR 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 the Commitments terminate such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each the Issuing Lender a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the portion of the LC Exposure attributable to Letters of Credit issued by such Issuing Lender (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 of termination of the Commitments terminate and the date on which there ceases to be any such LC ExposureExposure (excluding any portion thereof attributable to unreimbursed LC Disbursements), as well as each of such the Issuing Lender’s standard fees with respect to the issuance, amendment amendment, negotiation, payment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including shall be payable on the third Business Day following the last day of March, June, September and December of each year shall be payable in arrears and on the 15th day following such last daydate that the Commitments terminate, commencing on the first such date to occur after the Effective DateOctober 5, 2004; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lenders Lender pursuant to this Section 5.07(c) paragraph shall be payable promptly within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 365 or 366 days (as the case may be) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower agrees to pay to the Paying Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Paying Agent. (d) If the average daily aggregate principal amount of the Loans and LC Exposure, outstanding for (i) the period beginning with the Effective Date and ending on September 30, 2004, (ii) any calendar quarter commencing with the fourth calendar quarter of 2004 and ending on the last day of the calendar quarter immediately preceding the Maturity Date or (iii) the period beginning on and including the day after the end of the calendar quarter immediately preceding the Maturity Date and ending on the Maturity Date is in excess of 50% of the average daily Commitments of the Lenders for such calendar quarter or period (disregarding for this purpose any termination of any Commitments that occurred during or prior to such calendar quarter or period), the Company agrees to pay to the Paying Agent, for the ratable accounts of the Lenders, a utilization fee (the “Utilization Fee”) at a rate per annum equal to the Applicable Utilization Fee Percentage on such average daily aggregate principal amount outstanding of Loans and LC Exposure during such calendar quarter (or period), payable in arrears on the third Business Day after the last day of such calendar quarter (or period). All Utilization Fees shall be computed on the basis of a year of 365 days or 366 days (as the case may be) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (e) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent or to the Issuing Lenders, as applicable, for distribution, in the case of facility fees and participation fees, to the Lenders entitled theretoPaying Agent. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower Company agrees to pay to the Administrative Agent Agent, in US Dollars, for the account of each Lender Lender, a facility fee, which shall accrue at the facility fee rate per annum determined pursuant to the Pricing Grid, Applicable Rate on the daily amount of the each Commitment of such Lender (Lender, whether used or unused) , during the period from and including the Effective Closing Date to but excluding the date on which such Commitment terminates; provided provided, that if a any Lender continues to have any Revolving Credit Exposure under any Tranche after its 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 date on which its such Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit ExposureExposure under such Tranche. Facility Accrued facility fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the 15th first day following such last dayof January, April, July and October of each year, commencing on the first such date to occur after the Effective Datedate hereof, and accrued facility fees shall also be due and payable and, with respect to the Commitments of any Tranche, on the date on which all the Commitments of such Tranche shall have terminatedterminate; provided that any facility fees accruing on the Revolving Credit Exposure under any Tranche after the date on which a Commitment terminates 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 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 Company agrees to pay (i) to the Administrative Agent for the account of each Global Tranche Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Margin Rate used to determine the interest rate applicable to interest on Term SOFR Loans Global Tranche 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 the Commitments terminate such Lender’s Global Tranche Commitment terminates and the date on which such Lender ceases to have any LC Exposure, Exposure and (ii) to each Issuing Lender Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average portion of the daily amount of the portion of the LC Exposure attributable to Letters of Credit issued by such Issuing Lender (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 on which of termination of the Global Tranche Commitments terminate and the date on which there ceases to be any such LC Exposure, as well as each of such Issuing LenderBank’s standard fees with respect to the issuance, amendment amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued or becoming payable in respect of Letters of Credit issued through and including the last day of March, June, September and December of each year shall be payable in arrears on the 15th day third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Global Tranche Commitments terminate and any such fees accruing after the date on which the Global Tranche Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lenders Banks pursuant to this Section 5.07(c) paragraph shall be payable promptly within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) Each Canadian Borrowing Subsidiary agrees to pay to the Canadian Agent, for the account of each Global Tranche Lender and US/Canadian Tranche Lender, on each date on which Global Tranche B/As or US/Canadian Tranche B/As, respectively, 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 Agents, for their own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Agents. (e) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent Agent, to the Issuing Banks (in the case of fees payable to them) or to the Issuing Lenders, as applicable, Canadian Agent (in the case of fees referred to in paragraph (c) of this Section) for distribution, distribution (i) in the case of facility fees and fees, to the Lenders, (ii) in the case of the participation fees, to the Global Tranche Lenders entitled theretoand (iii) in the case of acceptance fees, to the Global Tranche Lenders or the US/Canadian Tranche Lenders, as the case may be. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender (other than a facility Defaulting Lender to the extent set forth in Section 2.20) a commitment fee, which shall accrue at the facility fee rate per annum determined pursuant to the Pricing Grid, Applicable Rate on the average daily unused amount of the Commitment of such Lender (whether used or unused) during the period from and including the Effective Date date of this Agreement to but excluding the date on which such Commitment terminates; provided that that, if a such Lender continues to have any Revolving Credit Exposure after its 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 date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Facility Accrued commitment fees accrued through and including shall be payable in arrears on the last day of March, June, September and December of each year shall be payable in arrears and on the 15th day following such last daydate on which the Commitments terminate, 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 terminatedhereof; provided that any facility commitment fees accruing on the Revolving Credit Exposure after the date on which a Commitment terminates 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 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 (other than a Defaulting Lender to the extent set forth in Section 2.20) a participation fee with respect to its participations in Letters of Credit, which shall accrue at a the same Applicable Rate used to determine the interest rate per annum equal to the Applicable Margin applicable to interest on Term SOFR Eurodollar Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed un-reimbursed LC Disbursements) during the period from and including the Effective Closing Date to but excluding the later of the date on which the Commitments terminate such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each the Issuing Lender 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 amount of the portion of the LC Exposure attributable to Letters of Credit issued by such Issuing Lender (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 of termination of the Commitments terminate and the date on which there ceases to be any such LC Exposure, as well as each of such the Issuing LenderBank’s standard reasonable and customary fees with respect to the issuance, amendment amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the 15th day third Business Day following such last day, commencing on the first such date to occur after the Effective Closing Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lenders Bank pursuant to this Section 5.07(c) paragraph shall be payable promptly within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The 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 Borrower and the Administrative Agent. (d) The Borrower agrees to pay to the Joint Lead Arrangers and Joint Bookrunners, for their own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Joint Lead Arrangers and Joint Bookrunners. (e) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing LendersBank, as applicable, in the case of fees payable to it) for distribution, in the case of facility commitment fees and participation fees, to the Lenders entitled theretoor to the Joint Lead Arrangers and Joint Bookrunners, as applicable. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a facility commitment fee, which shall accrue at the facility fee rate per annum determined pursuant to the Pricing Grid, Applicable Rate on the average daily amount of the Available Revolving Commitment of such Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such Commitment terminates; provided that that, if a such Lender continues to have any Revolving Credit Exposure after its 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 date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Facility Accrued commitment fees accrued through and including shall be payable in arrears on the last day of March, June, September and December of each year shall be payable in arrears and on the 15th day following such last daydate on which the Commitments terminate, 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 terminatedhereof; provided that any facility commitment fees accruing on the Revolving Credit Exposure after the date on which a Commitment terminates 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 Borrower agrees to pay to the Administrative Agent, for its own account, fees in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. Such fees shall be fully earned when paid. (c) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a the same Applicable Rate used to determine the interest rate per annum equal to the Applicable Margin applicable to interest on Term SOFR 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 the Commitments terminate 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 Lender Bank for its own account a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the portion Dollar Amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Lender (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 on which of termination of the Commitments terminate and the date on which there ceases to be any such LC Exposure, as well as each of such the Issuing LenderBank’s standard fees and commissions with respect to the issuance, amendment amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation Unless otherwise specified above, participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the 15th day third (3rd) Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lenders Bank pursuant to this Section 5.07(c) paragraph shall be payable promptly 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 day but excluding the last day). (c) The 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 Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in Dollars (except as otherwise expressly provided in this Section 2.12) and immediately available funds, to the Administrative Agent (or to the Issuing LendersBank, as applicable, in the case of fees payable to it) for distribution, in the case of facility commitment fees and participation fees, to the Lenders entitled theretoLenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to the Administrative Agent Agent, for the account of each Lender a Lender, an unused facility feefee (“UNUSED FACILITY FEE”), which as of the Fee Payment Date shall accrue at the facility fee a rate per annum determined pursuant equal to (i) the Pricing Grid, on applicable Unused Facility Fee Rate times (ii) the average daily amount of difference between (x) the Commitment of such Lender minus (whether used or unusedy) Revolving Credit Exposure of such Lender, during the period from and including the Effective Date to but excluding the date on which such Commitment terminates; provided however, that if a such Lender continues to have any Revolving Credit Exposure after its Commitment terminates, then such facility fee Unused Facility Fee shall continue to accrue on the 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. Facility fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the 15th 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 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 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 Agent, for the account of each Lender Lender, a participation letter of credit fee (“LETTER OF CREDIT FEE”) with respect to its participations participation in Letters each Letter of Credit, which shall accrue at a rate per annum equal to the Applicable Margin applicable to interest on Term SOFR for Eurodollar Loans then in effect on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) such Letter of Credit 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 on which the Commitments terminate and the date on which such Lender ceases to have Letter of Credit expires or is drawn in full (including without limitation any LC Exposure, Exposure that remains outstanding after the Maturity Date) and (ii) to each the Issuing Lender Bank for its own account a fronting feefee (“FRONTING FEE”), which shall accrue at the rate of 0.125% per annum on the average daily amount of the portion of the LC Exposure attributable to Letters of Credit issued by such Issuing Lender (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of Availability Period (or until the date on which the Commitments terminate and the date on which there ceases to be any such LC Exposurethat all Letters of Credit are irrevocably cancelled, whichever is later), as well as each of such the Issuing LenderBank’s standard fees with respect to the issuance, amendment amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation Pursuant to Section 2.11(d), notwithstanding the foregoing, while an Event of Default exists the rate per annum used to calculate the Letter of Credit Fee pursuant to clause (i) above shall automatically be increased by an additional 2% per annum. (c) Accrued fees under paragraphs (a) and fronting fees accrued through and including (b) above (i) shall be payable quarterly in arrears on the last day of each March, June, September and December of each year shall be payable in arrears on the 15th day following such last dayyear, commencing on September 30, 2009 and on the first such Maturity Date (and if later, the date to occur after the Effective Date; provided that all such fees Loans and LC Exposure shall be payable on the date on which the Commitments terminate and repaid in their entirety) (each such date, a “FEE PAYMENT DATE”); provided, that any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lenders pursuant to this Section 5.07(c) shall be payable promptly after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 three hundred sixty (360) days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)elapsed. (d) The 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 Borrower and the Administrative Agent. (e) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing LendersBank, as applicable, in the case of Fronting Fee and other standard fees payable to the Issuing Bank) for distribution, in the case of facility fees Unused Facility Fees and participation feesLetter of Credit Fees, to the Lenders entitled theretoLenders. Fees paid shall not be refundable under any circumstances. Upon its receipt of fees to which the Lenders are entitled, the Administrative Agent shall promptly remit such fees to the Lenders as provided herein.

Fees. (a) The Borrower Company agrees to pay to the Administrative Agent for the account of each Revolving Lender a facility commitment fee, which shall accrue at the facility fee rate per annum determined pursuant Applicable Rate (subject to the Pricing Grid, adjustment as set forth in Section 2.13(f)) on the average daily amount of the Available Revolving Commitment of such Revolving Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such Revolving Commitment terminates; provided provided, that if a such Revolving Lender continues to have any Revolving Credit Swingline Exposure after its 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 date on which its Revolving Commitment terminates to but excluding the date on which such Revolving Lender ceases to have any Revolving Credit Swingline Exposure. Facility Commitment fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the 15th fifteenth (15th) day following such last dayday and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the Effective Datedate hereof; provided, and accrued facility fees shall also be due and payable on the date on which all Commitments shall have terminated; provided that any facility commitment fees accruing on the Revolving Credit Exposure after the date on which a Commitment terminates 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 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 Company agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a the same Applicable Rate used to determine the interest rate per annum equal to the Applicable Margin applicable to interest on Term SOFR 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 the Commitments terminate 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 Lender 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 amount of the portion Dollar Amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Lender (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 on which of termination of the Revolving Commitments terminate and the date on which there ceases to be any such LC Exposure, as well as each of such Issuing LenderBank’s standard fees with respect to the issuance, amendment amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the 15th 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 the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the any Issuing Lenders Bank pursuant to this Section 5.07(c) paragraph shall be payable promptly within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 three hundred sixty (360) days (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 Agent and the Arrangers, for their own respective accounts, fees payable in the amounts, in the currencies and at the times separately agreed upon between the Company, on the one hand, and the Administrative Agent or the Arrangers, on the other. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the relevant Issuing LendersBank, as applicable, in the case of fees payable to it) for distribution, in the case of facility commitment fees and participation fees, to the Lenders entitled theretoRevolving Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender having a facility Revolving Commitment under the Existing Revolving Facility, a commitment fee, which shall accrue at the facility fee a rate per annum determined pursuant equal to the Pricing Grid, 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 Commitment Revolving Commitments for the purpose of the calculation of such Lender (whether used or unusedcommitment fee) during the period from and including the Effective Fourth Restatement Closing Date to but excluding the date on which such Commitment terminates; provided that if a Lender continues to have any Revolving Credit Exposure after its 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 date on which its Commitment terminates to but excluding (it being understood that LC Exposure constitutes a use of the date Revolving Commitment). Accrued commitment fees and undrawn fees shall be payable in arrears on which such Lender ceases to have any Revolving Credit Exposure. Facility fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears year, each date on which the applicable Commitments are permanently reduced and on the 15th day following such last daydate on which the applicable Commitments terminate, commencing on the first such date to occur after the Effective Fourth Restatement Closing 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 date on which a Commitment terminates 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 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 Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Margin applicable (with respect to interest on Term SOFR Loans Eurodollar Borrowings) on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Fourth Restatement Closing Date to but excluding the later of the date on which the Commitments terminate 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 Lender 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 amount of the portion of the LC Exposure attributable to Letters of Credit issued by such Issuing Lender (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 on which of termination of the Revolving Commitments terminate and the date on which there ceases to be any such LC Exposure, as well as each of such the Issuing LenderBank’s standard fees with respect to the issuance, amendment amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation Accrued participation fees and fronting fees accrued through and including shall be payable in arrears on the last day of March, June, September and December of each year shall be payable in arrears on the 15th day following such last dayyear, commencing on the first such date to occur after the Effective Fourth Restatement Closing Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lenders Bank pursuant to this Section 5.07(c) paragraph shall be payable promptly within ten days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower agrees to pay to each 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 Borrower and such Credit Party. (d) All fees and other amounts payable hereunder shall be paid on the dates due, in immediately available funds, funds to the Administrative Agent or to the Issuing Lenders, as applicable, for distribution, in the case of facility fees commitment fees, undrawn fees, and participation fees, to the Lenders entitled theretoLenders. Fees paid hereunder shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a facility fee, which shall accrue at the facility fee rate per annum determined pursuant to the Pricing Grid, Applicable Rate on the daily amount of the Commitment of such Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such Commitment terminates; provided that that, if a such Lender continues to have any Revolving Credit Exposure after its 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 date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Facility fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the 15th fifteenth day following the such last dayday and on the date on which the Commitments terminate, 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 terminatedhereof; provided that any facility fees accruing on the Revolving Credit Exposure after the date on which a Commitment terminates 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 Borrower agrees to pay to the Administrative Agent, for its own account, fees in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. Such fees shall be fully earned when paid. (c) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a the same Applicable Rate used to determine the interest rate per annum equal to the Applicable Margin applicable to interest on Term SOFR 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 the Commitments terminate such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, Exposure and (ii) to each Issuing Lender 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 amount of the portion of the LC Exposure attributable to Letters of Credit issued by such Issuing Lender (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 on which of termination of the Commitments terminate and the date on which there ceases to be any such LC Exposure, as well as each of such Issuing LenderBank’s standard fees and commissions with respect to the issuance, amendment amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the 15th fifteenth day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the any Issuing Lenders Bank pursuant to this Section 5.07(c) paragraph shall be payable promptly 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 day but excluding the last day). (c) The 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 Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an Issuing Bank, in the Issuing Lenders, as applicable, case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the Lenders entitled theretoLenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to each Lender, through the Administrative Agent for Servicing Agent, on each March 31, June 30, September 30 and December 31, commencing December 31, 1997, and on the account date on which the Commitment of each such Lender shall be terminated as provided herein, a facility fee, which shall accrue at fee (the facility fee rate per annum determined pursuant "Facility Fee") equal to the Pricing Grid, Applicable Percentage in effect from time to time on the daily amount of the Commitment of such Lender (Lender, whether used or unused) , during the preceding quarter (or other period from and including commencing on the Effective Closing Date to but excluding or ending on the Maturity Date or any date on which such the Commitment terminates; provided that if a Lender continues to have any Revolving Credit Exposure after its 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 date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Facility fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the 15th 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 date on which a Commitment terminates 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 Lender shall commence to accrue on the Closing Date and shall cease to accrue on the earlier of the Maturity Date and the termination of the Commitment of such Lender as provided herein. (b) The 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 Servicing Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a the same Applicable Percentage as shall be used in determining the interest rate per annum equal to the Applicable Margin applicable to interest on Term SOFR 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 Closing Date to but excluding the later of the date on which the Commitments terminate such Lender's Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Lender the Fronting Bank a fronting fee, which shall accrue at the rate of 0.1250.100% per annum on the average daily amount of the portion of the LC Exposure attributable to Letters of Credit issued by such Issuing Lender (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 of termination of the Commitments terminate and the date on which there ceases to be any such LC Exposure, as well as each of such Issuing Lender’s standard fees with respect to the issuance, amendment or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the 15th 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 DateMarch 31, 1998; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lenders pursuant to this Section 5.07(c) shall be payable promptly after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower agrees to pay to the Administrative Agents, for their respective accounts, agent and administrative fees (the "Administrative Fees") at the times and in the amounts agreed upon in the fee letter agreements dated October 9, 1997, between Lyondell and Millennium and BofA and between Lyondell and Millennium and Chase, respectively. (d) All fees payable hereunder Fees shall be paid on the dates due, in immediately available funds, to the Administrative Servicing Agent (or to the Issuing Lenders, as applicable, for distributionFronting Bank, in the case of facility fees payable to it) for distribution, if and participation feesas appropriate, 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 Lenders entitled thereto. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a facility fee, which shall accrue at the facility fee rate per annum determined pursuant to the Pricing Grid, Applicable Rate on the daily amount of the Commitment of such Lender (whether used or unused) 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 date on which such Commitment terminates; provided that if a such Lender continues to have any Revolving Credit Exposure after its 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 date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Facility Accrued facility fees accrued through and including shall be payable in arrears on the last day of March, June, September and December of each year shall be payable in arrears on the 15th day following such last dayyear, 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 accrued facility fees shall also be due and payable on the date on which all the Commitments shall have terminatedterminated and the Lenders shall have no Credit Exposure; provided that any facility fees accruing on the Revolving Credit Exposure after the date on which a Commitment terminates 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 Borrower agrees to pay to the Administrative Agent, for its own account, fees in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. Such fees shall be fully earned when paid. (c) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a the same Applicable Rate used to determine the interest rate per annum equal to the Applicable Margin applicable to interest on Term SOFR 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 the Commitments terminate such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Lender Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the portion of the LC Exposure attributable to Letters of Credit issued by such Issuing Lender Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which of termination of the Commitments terminate and the date on which there ceases to be any such LC Exposure, as well as each of such Issuing LenderBank’s standard fees with respect to the issuance, amendment amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation Accrued participation fees and fronting fees accrued through and including shall be payable in arrears on the last day of March, June, September and December of each year shall be payable in arrears on the 15th day following such last dayyear, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the an Issuing Lenders Bank pursuant to this Section 5.07(c) paragraph shall be payable promptly within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The 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 Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing LendersBanks, as applicable, in the case of fees payable to it) for distribution, in the case of facility fees and Letter of Credit participation fees, to the Lenders Persons entitled thereto. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower Company agrees to pay to the Administrative Agent for the account of each Lender a facility feefee in Dollars, which shall accrue at the facility fee rate per annum determined pursuant to the Pricing Grid, Applicable Rate on the daily amount of the Commitment of such Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such Commitment terminates; provided that that, if a such Lender continues to have any Revolving Credit Exposure after its 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 date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Facility Accrued facility fees accrued through and including the last day of March, June, September and December of each year shall be payable quarterly in arrears on the 15th day following such last dayeach Payment Date, 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 terminatedhereof; provided that any facility fees accruing on the Revolving Credit Exposure after the date on which a Commitment terminates 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 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 Company agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a the same Applicable Rate used to determine the interest rate per annum equal to the Applicable Margin applicable to interest on Term SOFR Eurocurrency Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) Applicable Percentage of the face amount of all outstanding Letters of Credit during the period from and including the Effective Date to but excluding the later of the date on which the Commitments terminate such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, Exposure and (ii) to each Issuing Lender Bank for its own account a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily face amount of the portion of the LC Exposure attributable to all outstanding Letters of Credit issued by such each Issuing Lender (excluding any portion thereof attributable to unreimbursed LC Disbursements) Bank during the period from and including the Effective Date to but excluding the later of the date on which of termination of the Commitments terminate and the date on which there ceases to be any such LC Exposure, as well as each of such Issuing LenderBank’s standard fees and commissions with respect to the issuance, amendment amendment, cancellation, negotiation, maintenance, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation Unless otherwise specified above, participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable quarterly in arrears on the 15th day following such last dayeach Payment Date, commencing on the first such date to occur after the Effective Datedate hereof; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lenders Banks pursuant to this Section 5.07(c) paragraph shall be payable promptly after on demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Participation fees and fronting fees shall be paid in Dollars. (c) The Company agrees to pay to (i) the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent and (ii) JPMorgan, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and JPMorgan. (d) All fees payable hereunder shall be paid on the dates due, in Dollars (except as otherwise expressly provided in this Section 2.12) and immediately available funds, to the Administrative Agent (or to the Issuing LendersBanks or JPMorgan, as applicable, in the case of fees payable to them) for distribution, in the case of facility fees and participation fees, to the Lenders entitled theretoLenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower Company agrees to pay to the Administrative Agent for the account of each Revolving Lender a facility fee, which shall accrue at the facility fee rate per annum determined pursuant to the Pricing Grid, Applicable Facility Fee Rate on the daily amount of the Revolving Commitment of such Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such Revolving Commitment terminates; provided that that, if a such Lender continues to have any Revolving Credit Exposure after its 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 date on which its Revolving Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Facility Accrued facility fees accrued through and including shall be payable in arrears on the third (3rd) Business Day following the last day of March, June, September and December of each year shall be payable in arrears and on the 15th day following such last daydate on which the Revolving Commitments terminate, 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 terminatedhereof; provided that any facility fees accruing on the Revolving Credit Exposure after the date on which a Commitment terminates 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 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 Company agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a the same Applicable Spread used to determine the interest rate per annum equal to the Applicable Margin applicable to interest on Term SOFR 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 the Commitments terminate 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 relevant Issuing Lender Bank for its own account a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the portion Dollar Amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Lender (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 on which of termination of the Revolving Commitments terminate and the date on which there ceases to be any such LC Exposure, as well as each of such Issuing LenderBank’s standard fees and commissions with respect to the issuance, amendment amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the 15th day third (3rd) Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the any Issuing Lenders Bank pursuant to this Section 5.07(c) paragraph shall be payable promptly within ten (10) days after written demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Participation fees and fronting fees in respect of Letters of Credit denominated in Dollars shall be paid in Dollars, and participation fees and fronting fees in respect of Letters of Credit denominated in a Foreign Currency shall be paid in such Foreign Currency. (c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in Dollars (except as otherwise expressly provided in this Section 2.12) and immediately available funds, to the Administrative Agent (or to each Issuing Bank, in the Issuing Lenders, as applicable, case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the Lenders entitled theretoapplicable Lenders. Fees paid shall not be refundable under any circumstancesabsent manifest error in the calculation thereof.

Fees. (a) The Borrower Subject to Section 2.24, the Company agrees to pay to the Administrative Agent for the account of each Lender a facility fee, which shall accrue at the facility fee rate per annum determined pursuant to applicable Facility Fee Rate (as specified in the Pricing Grid, definition of Applicable Rate) on the daily amount of the Commitment of such Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such Commitment terminates; provided that that, if a such Lender continues to have any Revolving Credit Exposure after its 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 date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Facility Accrued facility fees accrued through and including shall be payable in arrears on the last day of March, June, September and December of each year shall be payable in arrears and on the 15th day following such last daydate on which the Commitments terminate, 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 terminatedhereof; provided that any facility fees accruing on the Revolving Credit Exposure after the date on which a Commitment terminates 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 Borrower agrees Subject to pay to Section 2.24, 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 Company agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a the same Applicable Rate used to determine the interest rate per annum equal to the Applicable Margin applicable to interest on Term SOFR 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 the Commitments terminate 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 Lender Bank for its own account a fronting fee, which shall accrue at the rate of 0.1250.25% per annum on the average daily amount of the portion Dollar Amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Lender (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 on which of termination of the Commitments terminate and the date on which there ceases to be any such LC Exposure, as well as each of such the Issuing LenderBank’s standard fees and commissions with respect to the issuance, amendment amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the 15th day third (3rd) Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lenders Bank pursuant to this Section 5.07(c) paragraph shall be payable promptly 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 day but excluding the last day). Participation fees and fronting fees in respect of Letters of Credit denominated in Dollars shall be paid in Dollars, and participation fees and fronting fees in respect of Letters of Credit denominated in a Foreign Currency shall be paid in such Foreign Currency. (c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in Dollars (except as otherwise expressly provided in this Section 2.12) and immediately available funds, to the Administrative Agent (or to the Issuing LendersBank, as applicable, in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the Lenders entitled theretoLenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower shall pay to the Administrative Agent and the Syndication Agent for their own respective accounts fees in the amounts and at the times previously agreed upon in writing by the Borrower and the Administrative Agent or the Syndication Agent, as applicable. (b) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a facility fee, which shall accrue at the facility fee rate Applicable Percentage per annum (determined pursuant to the Pricing Grid, daily in accordance with Schedule I) on the daily amount of the Revolving Commitment of such Lender (whether used or unused) of such Lender during the period from and including the Effective Date to but excluding the date on which such Commitment terminatesAvailability Period; provided provided, that if a such Lender continues to have any Revolving Credit Exposure after its the Revolving Commitment terminatesTermination Date, then such the facility fee shall continue to accrue on the daily amount of such Revolving Credit Exposure from and after the Revolving Commitment Termination Date to the date that all of such Lender’s Revolving Credit Exposure 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. Facility fees accrued through and including the last day of March, June, September and December of each year shall be payable has been paid in arrears on the 15th 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 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 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 paidfull. (c) The Borrower agrees to pay (i) to the Administrative Agent Agent, for the account of each Lender Lender, a participation letter of credit fee with respect to its participations participation in Letters each Letter of Credit, which shall accrue at a rate per annum equal to the Applicable Margin applicable to interest on Term SOFR for Eurodollar Loans then in effect on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) such Letter of Credit 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 on which the Commitments terminate and the date on which such Lender ceases to have Letter of Credit expires or is drawn in full (including without limitation any LC Exposure, Exposure that remains outstanding after the Revolving Commitment Termination Date) and (ii) to each the Issuing Lender Bank for its own account a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the portion of the LC Exposure attributable to Letters of Credit issued by such Issuing Lender (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of Availability Period (or until the date on which the Commitments terminate and the date on which there ceases to be any that such LC ExposureLetter of Credit is irrevocably cancelled, whichever is later), as well as each of such the Issuing LenderBank’s standard fees with respect to the issuance, amendment amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation Notwithstanding the foregoing, if the Required Lenders elect to increase the interest rate on the Loans to the Default Interest pursuant to Section 2.11(c), the rate per annum used to calculate the letter of credit fee pursuant to clause (i) above shall automatically be increased by an additional 2% per annum. (d) The Borrower shall pay to the Administrative Agent, for the ratable benefit of each Lender, the upfront fee previously agreed upon by the Borrower and the Administrative Agent, which shall be due and payable on the Closing Date. (e) Accrued fees under paragraphs (b) and fronting fees accrued through and including (c) above shall be payable quarterly in arrears on the last day of each March, June, September and December of each year shall be payable in arrears on the 15th day following such last dayDecember, commencing on June 30, 2007 and on the first such Revolving Commitment Termination Date (and if later, the date to occur after the Effective DateLoans and LC Exposure shall be repaid in their entirety); provided further, 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 Revolving Commitment Termination Date shall be payable on demand. Any other fees payable to the Issuing Lenders pursuant to this Section 5.07(c) shall be payable promptly after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent or to the Issuing Lenders, as applicable, for distribution, in the case of facility fees and participation fees, to the Lenders entitled thereto. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender having a facility Revolving Commitment under the Existing Revolving Facility, a commitment fee, which shall accrue at the facility fee a rate per annum determined pursuant equal to the Pricing Grid, 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 Commitment Revolving Commitments for the purpose of the calculation of such Lender (whether used or unusedcommitment fee) during the period from and including the Effective Closing Date to but excluding the date on which such Commitment terminates; provided that if a Lender continues to have any Revolving Credit Exposure after its 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 date on which its Commitment terminates to but excluding (it being understood that LC Exposure constitutes a use of the date Revolving Commitment). Accrued commitment fees and undrawn fees shall be payable in arrears on which such Lender ceases to have any Revolving Credit Exposure. Facility fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears year, each date on which the applicable Commitments are permanently reduced and on the 15th day following such last daydate on which the applicable Commitments terminate, commencing on the first such date to occur after the Effective Closing 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 date on which a Commitment terminates 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 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 Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Margin applicable (with respect to interest on Term SOFR Loans Eurodollar Borrowings) on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Closing Date to but excluding the later of the date on which the Commitments terminate 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 Lender 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 amount of the portion of the LC Exposure attributable to Letters of Credit issued by such Issuing Lender (excluding any portion thereof attributable to unreimbursed LC Disbursements) with respect to each Letter of Credit during the period from and including the Effective Closing Date to but excluding the later of the date on which of termination of the Revolving Commitments terminate and the date on which there ceases to be any such LC Exposure, as well as each of such the Issuing LenderBank’s standard fees with respect to the issuance, amendment amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation Accrued participation fees and fronting fees accrued through and including shall be payable in arrears on the last day of March, June, September and December of each year shall be payable in arrears on the 15th day following such last dayyear, commencing on the first such date to occur after the Effective Closing Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lenders Bank pursuant to this Section 5.07(c) paragraph shall be payable promptly within ten days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower agrees to pay to each 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 Borrower and such Credit Party. (d) All fees and other amounts payable hereunder shall be paid on the dates due, in immediately available funds, funds to the Administrative Agent or to the Issuing Lenders, as applicable, for distribution, in the case of facility fees commitment fees, undrawn fees, and participation fees, to the Lenders entitled theretoLenders. Fees paid hereunder shall not be refundable under any circumstances.

Fees. (a) The Borrower Company agrees to pay to the Administrative Agent for the account of each Revolving Lender a facility fee, which shall accrue at the facility fee rate per annum determined pursuant to the Pricing Grid, Applicable Facility Fee Rate on the daily amount of the Revolving Commitment of such Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such Revolving Commitment terminates; provided that that, if a such Lender continues to have any Revolving Credit Exposure after its 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 date on which its Revolving Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Facility Accrued facility fees accrued through and including shall be payable in arrears on the third (3rd) Business Day following the last day of March, June, September and December of each year shall be payable in arrears and on the 15th day following such last daydate on which the Revolving Commitments terminate, 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 terminatedhereof; provided that any facility fees accruing on the Revolving Credit Exposure after the date on which a Commitment terminates 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 and the last day of each period but excluding the last daydate on which the Revolving Commitments terminate). (b) The 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 Company agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a the same Applicable Spread used to determine the interest rate per annum equal to the Applicable Margin applicable to interest on Term SOFR Benchmark Revolving Loans on the average daily amount Dollar Amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which the Commitments terminate 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 relevant Issuing Lender Bank for its own account a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the portion Dollar Amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Lender (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 on which of termination of the Revolving Commitments terminate and the date on which there ceases to be any such LC Exposure, as well as each of such Issuing LenderBank’s standard fees and commissions with respect to the issuance, amendment amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the 15th day third (3rd) Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the any Issuing Lenders Bank pursuant to this Section 5.07(c) paragraph shall be payable promptly within ten (10) days after written demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Participation fees and fronting fees in respect of Letters of Credit denominated in Dollars shall be paid in Dollars, and participation fees and fronting fees in respect of Letters of Credit denominated in a Foreign Currency shall be paid in such Foreign Currency. (c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in Dollars (except as otherwise expressly provided in this Section 2.12) and immediately available funds, to the Administrative Agent (or to each Issuing Bank, in the Issuing Lenders, as applicable, case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the Lenders entitled theretoapplicable Lenders. Fees paid shall not be refundable under any circumstancesabsent manifest error in the calculation thereof.

Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender (other than any Defaulting Lender) a facility commitment fee, which shall accrue at the facility fee rate per annum determined pursuant to relevant percentage set forth in the Pricing Grid, row entitled “Commitment Fee” in the definition of “Applicable Rate” on the daily amount of by which the Commitment of such Lender (whether used or unused) exceeds the Revolving Credit Exposure of such Lender during the period from and including the Restatement Effective Date to but excluding the date on which such Commitment terminates; provided that if a Lender continues to have any Revolving Credit Exposure after its Commitment terminates, then such facility fee . Accrued commitment fees shall continue to accrue be payable in arrears on the 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. Facility fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears and on the 15th day following such last daydate on which the Commitments terminate, commencing on the first such date to occur after the Restatement 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 commitment fees accruing on the Revolving Credit Exposure after the date on which a Commitment terminates 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 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 in accordance with its Applicable Percentage a participation fee with respect to its participations in Letters of Credit, which shall accrue at a the same Applicable Rate used to determine the interest rate per annum equal to the Applicable Margin applicable to interest on Term SOFR 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 the Commitments terminate 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 Lender 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 amount of the portion of the LC Exposure attributable to Letters of Credit issued by such Issuing Lender (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 on which of termination of the Commitments terminate and the date on which there ceases to be any such LC Exposure, as well as each of such the Issuing LenderBank’s standard fees and commissions with respect to the issuance, amendment amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation Unless otherwise specified above, participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the 15th last day following such last dayof March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date to occur after the Restatement Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the any Issuing Lenders Bank pursuant to this Section 5.07(c) paragraph shall be payable promptly 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 day but excluding the last day). (c) The 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 Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the applicable Issuing LendersBank, as applicable, in the case of fees payable to it) for distribution, in the case of facility commitment fees and participation fees, to the Lenders entitled theretoLenders. Fees The amount of such fees required to be paid hereunder shall not be refundable under any circumstances.

Fees. (a) The 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 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 arrears 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 each Lender Revolving Lender, a facility fee, which shall accrue at the facility fee rate per annum determined pursuant to Facility Fee Rate (as set forth in the Pricing Grid, definition of Applicable Rate) on the daily amount of the Revolving Commitment of such Lender (whether used or unused) during the period from and including the Effective Debt Rating Pricing Election Date to but excluding the date on which such Commitment terminates; provided that that, if a such Revolving Lender continues to have any Revolving Credit Exposure after its 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 date on which its Revolving Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Facility Accrued facility fees accrued through and including shall be payable in arrears on the last day of March, June, September and December of each year shall be payable in arrears and on the 15th day following such last daydate on which the Revolving Commitments terminate, 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 terminatedhereof; provided that any facility fees accruing on the Revolving Credit Exposure after the date on which a Commitment terminates 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 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 Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a the same Applicable Rate used to determine the interest rate per annum equal to the Applicable Margin applicable to interest on Term SOFR 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 the Commitments terminate 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 Lender Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the portion of the LC Exposure attributable to Letters of Credit issued by such Issuing Lender (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 of termination of the Revolving Commitments terminate and the date on which there ceases to be any such LC Exposure, as well as each of such the Issuing LenderBank’s standard fees with respect to the issuance, amendment amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the 15th day third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lenders Bank pursuant to this Section 5.07(c) paragraph shall be payable promptly 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 day but excluding the last day). (d) The 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 Borrower and the Administrative Agent. (e) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing LendersBank, as applicable, in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the Lenders entitled theretoLenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a facility fee, which shall accrue at the facility fee rate per annum determined pursuant to the Pricing Grid, Applicable Rate on the daily amount of the Commitment of such Lender (whether used or unused) during the period from and including the Effective Date date of this Agreement to but excluding the date on which such Commitment terminates; provided that that, if a such Lender continues to have any Revolving Committed Credit Exposure after its 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 date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Committed Credit Exposure. Facility Accrued facility fees accrued through and including shall be payable in arrears on the last day of March, June, September and December of each year shall be payable in arrears and on the 15th day following such last daydate on which the Commitments terminate, 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 terminatedhereof; provided that any facility fees accruing on the Revolving Credit Exposure after the date on which a Commitment terminates 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 Borrower agrees to pay to the Administrative Agent, for its own account, fees in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. Such fees shall be fully earned when paid. (c) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the same Applicable Margin applicable to Rate as interest on Term SOFR 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 the Commitments terminate such Lender's Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each the Issuing Lender Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the portion of the LC Exposure attributable to Letters of Credit issued by such Issuing Lender (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 of termination of the Commitments terminate and the date on which there ceases to be any such LC Exposure, as well as each of such the Issuing Lender’s Bank's standard fees with respect to the issuance, amendment amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the 15th day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lenders Bank pursuant to this Section 5.07(c) paragraph shall be payable promptly within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The 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 Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing LendersBank, as applicable, in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the Lenders entitled theretoLenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower Company agrees to pay to the Administrative Agent for the account of each Revolving Lender a facility fee, which shall accrue at the facility fee rate per annum determined pursuant to the Pricing Grid, Applicable Rate on the daily amount of the aggregate Revolving Commitment (whether drawn or undrawn) of such Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such Revolving Commitment terminates; provided that that, if a such Lender continues to have any Revolving Credit Exposure after its 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 date on which its Revolving Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Facility Accrued facility fees accrued 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 in arrears and on the 15th day following such last daydate on which the Revolving Commitments terminate, 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 date on which a Commitment terminates 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 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 Borrowers agree to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Standby Letters of Credit, which shall accrue at a the same Applicable Rate used to determine the interest rate per annum equal to the Applicable Margin applicable to interest on 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 the Commitments terminate such ▇▇▇▇▇▇’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 Issuing Revolving Lender a fronting feeparticipation fee with respect to its participations in Commercial Letters of Credit, which shall accrue at the rate Applicable Rate applicable to Commercial Letters of 0.125% per annum Credit on the average daily amount Dollar Amount of the portion of the such Lender’s LC Exposure attributable to in respect of Commercial Letters of Credit issued by such Issuing Lender (excluding any portion thereof attributable to unreimbursed LC DisbursementsDisbursements 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 a rate per annum of 0.125% on the average daily Dollar Amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments terminate and the date on which there ceases to be any such LC Exposure, as well as each of such Issuing LenderBank’s standard fees and commissions with respect to the issuance, amendment amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation Unless otherwise specified above, participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the 15th day third (3rd) Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the any Issuing Lenders Bank pursuant to this Section 5.07(c) paragraph shall be payable promptly within ten (10) Business Days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). 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 Agent (including, for the avoidance of doubt, the Facilities Fee Letter between the Company, Bank of America, N.A. and BofA Securities, Inc.). (e) All fees payable hereunder shall be paid on the dates due, in Dollars (except as otherwise expressly provided in this Section 2.12) and immediately available funds, to the Administrative Agent (or to each Issuing Bank, in the Issuing Lenders, as applicable, case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the Lenders entitled theretoapplicable Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower Company agrees to pay to the Administrative Agent for the account of each Revolving Lender a facility commitment fee, which shall accrue at the facility fee rate per annum determined pursuant to the Pricing Grid, Applicable Rate on the daily amount of the Available Revolving Commitment of such Lender (whether used or unused) during the period from and including the Original Effective Date to but excluding the date on which such Commitment terminates; provided that that, if a such Lender continues to have any Revolving Credit Exposure after its 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 date on which its Revolving Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Facility Accrued commitment fees accrued through and including shall be payable in arrears on the last day of March, June, September and December of each year shall be payable in arrears and on the 15th day following such last daydate on which the Commitments terminate, commencing on the first such date to occur after the Original 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 date on which a Commitment terminates 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 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 Company agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a the same Applicable Rate used to determine the interest rate per annum equal to the Applicable Margin applicable to interest on Term SOFR 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 the Commitments terminate 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 Lender Bank for its own account a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the portion Dollar Amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Lender (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 on which of termination of the Revolving Commitments terminate and the date on which there ceases to be any such LC Exposure, as well as each of such the Issuing LenderBank’s standard fees and commissions with respect to the issuance, amendment amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation Unless otherwise specified above, participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the 15th day third (3rd) Business Day following such last day, commencing on the first such date to occur after the Original Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lenders Bank pursuant to this Section 5.07(c) paragraph shall be payable promptly 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 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. (e) All fees payable hereunder shall be paid on the dates due, in Dollars (except as otherwise expressly provided in this Section 2.12) and immediately available funds, to the Administrative Agent (or to the Issuing LendersBank, as applicable, in the case of fees payable to it) for distribution, in the case of facility commitment fees and participation fees, to the Lenders entitled theretoLenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a facility commitment fee, which shall accrue at the facility fee rate per annum determined pursuant to the Pricing Grid, Applicable Rate on the average daily amount of the Available Revolving Commitment of such Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such Commitment terminates; provided that that, if a such Lender continues to have any Revolving Credit Exposure after its 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 date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Facility Accrued commitment fees accrued through and including shall be payable in arrears on the last day of March, June, September and December of each year shall be payable in arrears and on the 15th day following such last daydate on which the Commitments terminate, 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 terminatedhereof; provided that any facility commitment fees accruing on the Revolving Credit Exposure after the date on which a Commitment terminates 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 Borrower agrees to pay to the Administrative Agent, for its own account, fees in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. Such fees shall be fully earned when paid. (c) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a the same Applicable Rate used to determine the interest rate per annum equal to the Applicable Margin applicable to interest on Term SOFR 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 the Commitments terminate 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 Lender Bank for its own account a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the portion of the LC Exposure attributable to Letters of Credit issued by such Issuing Lender (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 on which of termination of the Commitments terminate and the date on which there ceases to be any such LC Exposure, as well as each of such the Issuing LenderBank’s standard fees and commissions with respect to the issuance, amendment amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation Unless otherwise specified above, participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the 15th day third (3rd) Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lenders Bank pursuant to this Section 5.07(c) paragraph shall be payable promptly 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 day but excluding the last day). (c) The 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 Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing LendersBank, as applicable, in the case of fees payable to it) for distribution, in the case of facility commitment fees and participation fees, to the Lenders entitled theretoLenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a facility fee, which shall accrue at the facility fee rate per annum determined pursuant to Facility Fee Rate (as set forth in the Pricing Grid, definition of Applicable Rate) on the daily amount of the Revolving Commitment of such Revolving Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such Revolving Commitment terminates; provided that that, if a such Revolving Lender continues to have any Revolving Credit Exposure after its 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 date on which its Revolving Commitment terminates to but excluding the date on which such Revolving Lender ceases to have any Revolving Credit Exposure. Facility Accrued facility fees accrued 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 15th first day following such last dayof January, April, July and October 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, and accrued facility fees shall also be due and payable on the date on which all Commitments shall have terminatedhereof; provided that any facility fees accruing on the Revolving Credit Exposure after the date on which a Commitment terminates 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 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 Revolving Lender a participation fee with respect to its participations in Letters each outstanding Letter of Credit, which shall accrue at a the same Applicable Rate used to determine the interest rate per annum equal to the Applicable Margin applicable to interest on Term SOFR Eurodollar Revolving Loans on the average 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 the Commitments terminate 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 Lender 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 maximum amount of the portion of the LC Exposure attributable then available to Letters be drawn under such Letter of Credit issued by such Issuing Lender (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 of termination of the Revolving Commitments terminate and the date on which there ceases to be any such LC Exposure, as well as each of such Issuing LenderBank’s standard fees with respect to the issuance, amendment amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation Accrued participation fees and fronting fees accrued through and including for the last day of March, June, September and December of each year preceding calendar quarter shall be payable in arrears on the 15th first day following such last dayof 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 the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on 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 the an Issuing Lenders Bank pursuant to this Section 5.07(c) paragraph shall be payable promptly within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The 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 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 Administrative Agent (or to any Issuing Bank, in the Issuing Lenders, as applicable, case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the Lenders entitled theretoapplicable Lenders. Fees paid shall not be refundable under any circumstances.