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

Fees. (a) The Borrower agrees Subject to the allocation requirements of Section 2.13, during the Revolving Credit Period (i) each of the Tranche A Borrowers severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent for the account of each Lender a facility fee, which shall accrue Tranche A Bank such Tranche A Bank’s pro rata share of the commitment fee (the “Tranche A Commitment Fee”) at the Applicable Rate rate of 0.10% per annum on the daily amount by which the aggregate amount of such Tranche A Bank’s Tranche A Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche A Loans made by such Tranche A Bank and (ii) each of the Tranche B Borrowers severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent for the account of each Tranche B Bank such Tranche B Bank’s pro rata share of the commitment fee (the “Tranche B Commitment Fee”; and collectively with the Tranche A Commitment Fee, the “Commitment Fees”) at the rate of 0.10% per annum on the daily amount by which the aggregate amount of such Lender (whether used or unused) during Bank’s Tranche B Commitment Amount exceeded the period from and including aggregate outstanding principal amount of the Restatement Effective Date to but excluding the date on which Tranche B Loans made by such Commitment terminates; Bank, provided that, that if such Lender Bank continues to have any Revolving Credit Exposure after its Commitment terminatesterminates with respect thereto, then such facility commitment fee shall continue to accrue on the daily amount of such ▇▇▇▇▇▇Bank’s Revolving 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 fees accrued through For the purpose of calculating the Commitment Fees, Swing Line Advances shall not be considered to be outstanding Loans. (b) Commitment Fees shall accrue from and including include the last day of March, June, September and December of each year Effective Date but exclude the Termination Date. Accrued Commitment Fees shall be payable quarterly in arrears for the period ending on each Commitment Fee Accrual Date, payable on the fifteenth day following the such last day and on the date on which the Commitments terminatecorresponding Commitment Fee Payment Date, commencing on the first such date Commitment Fee Payment Date to occur after the date hereof; provided that any facility fees accruing after the date on which the Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (bc) The Subject to the allocation requirements of Section 2.13, each Borrower agrees to severally (and neither jointly nor jointly and severally) shall 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 the same Applicable Rate used to determine the interest rate applicable to Term Benchmark Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Restatement Effective Date to but excluding the later of the date on which such ▇▇▇▇▇▇’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to each Issuing Bank for its own account a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower and such Issuing Bank on the average daily 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 Restatement Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the 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 any Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable quarterly in advance, on the amounts Effective Date and at on the times separately 15th day of each July, October and January, its pro rata share of the non-refundable agent’s fee as agreed upon between separately, by the Borrower Borrowers and the Administrative Agent. (d) All fees payable hereunder The obligation of each Tranche A Borrower to pay the Tranche A Commitment Fee shall be paid ratable based on the dates due, proportion such Tranche A Borrower’s allocation as set forth in immediately available funds, the Allocation Notice then in effect bears to the Administrative Agent (or to an Issuing Bankallocations of all Tranche A Borrowers, in the case aggregate, as set forth in the Allocation Notice then in effect. The obligation of fees payable each Tranche B Borrower to it) for distributionpay the Tranche B Commitment Fee shall be ratable based on the proportion such Tranche B Borrower’s allocation as set forth in the Allocation Notice then in effect bears to the allocations of all Tranche B Borrowers, in the case of facility fees and participation feesaggregate, to as set forth in the Lenders. Fees paid shall not be refundable under any circumstancesAllocation Notice then in effect.

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 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 Availability Date to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Commitment terminates, then such facility fee 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 on the fifteenth day following the such last day and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any facility fees Facility Fees accruing after the date on which the Commitments terminate shall be payable on demand. All facility fees Facility Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrower agrees to pay (i) to the Administrative Agent (i) 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 the same Applicable Rate used to determine the interest rate applicable to Term Benchmark on Eurodollar Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Restatement Effective Availability Date to but excluding the later of the date on which such ▇▇▇▇▇▇Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure Exposure, and (ii) to for the account of each Issuing Bank for its own account Bank, a fronting feefee (a “Fronting Fee”), which shall accrue at the a rate or rates equal to 0.15% per annum separately (or, with respect to any Issuing Bank, such lesser amount as may be agreed upon between the Borrower and such Issuing Bank and the Borrower) and be payable on the average daily aggregate face amount outstanding of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (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 Availability Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, 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 on the fifteenth 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 Restatement 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 any an Issuing Bank pursuant to this paragraph shall be payable within ten (10) 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 AgentAgent and each of the Lenders, for its their own accountaccounts, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agentsuch other parties. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility fees Facility Fees and participation feesLC Participation Fees, to the Lenders. Fees Absent manifest error, fees paid shall not be refundable under any circumstances. (e) Within 10 days after the end of each fiscal quarter of the Borrower (commencing with the first fiscal quarter ending after the Availability Date), the Administrative Agent shall deliver to the Borrower a schedule (i) stating the aggregate amount of LC Participation Fees due and payable with respect to such fiscal quarter and (ii) stating the aggregate amount of Fronting Fees due and payable to each Issuing Bank with respect to such fiscal quarter. Promptly after receipt of each such schedule, (x) the Borrower shall compare such amounts with its own calculations of the LC Participation Fees and Fronting Fees due and payable with respect to such fiscal quarter and (y) the Administrative Agent and the Borrower shall discuss the amounts set forth in each such schedule and shall, subject to the next sentence, agree on the amount of such fees to be paid by the Borrower for such fiscal quarter. Neither the failure of the Administrative Agent to deliver any such schedule, nor the inaccuracy of any such schedule, shall relieve the Borrower of its obligations to pay such fees hereunder. In the event the Borrower pays any such fees based on any such schedule or any such agreement by the Administrative Agent and the Borrower and the amount so paid by the Borrower is insufficient to satisfy its actual payment obligations under paragraphs (a) and (b) of this Section, then the Borrower shall remain liable for any such deficiency and the Borrower shall pay to the Administrative Agent (for its account, the account of the applicable Issuing Banks and/or the account of the Lenders, as applicable) the amount of any such deficiency within two Business Days of demand therefor.

Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender Lender, a facility fee, which shall accrue at a rate per annum equal to the Applicable Rate Margin on the daily amount of the Commitment of such Lender (whether used or unusedregardless of usage) during the period from and including the Restatement 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, if 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 fifteenth day following the such last day Commitments are permanently reduced and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof; First Restatement Date, provided that any all unpaid facility fees accruing after shall be payable on the date on which the Commitments terminate and provided further that facility fees which accrue after 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 (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 Rate used to determine the interest rate applicable to Term Benchmark Revolving Loans Margin on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the First Restatement Effective Date to but excluding the later of the date on which such ▇▇▇▇▇▇Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to each the Issuing Bank for its own account a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower and such the Issuing Bank on the average daily 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 First Restatement Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as such the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, 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 on the fifteenth day following such last dayyear, commencing on the first such date to occur after the First 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 any the Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower agrees to pay to the Administrative Agenteach Credit Party, for its own account, fees and other amounts payable in the amounts and at the times separately agreed upon in writing between the Borrower and the Administrative Agentsuch Credit Party. (d) All fees and other amounts payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the Lenders. 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 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 Restatement Original Effective Date to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its 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 on the fifteenth day following the such last day and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which the Commitments terminate shall be payable on demandOriginal Effective Date. 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 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 the same Applicable Rate used to determine the interest rate applicable to Term Benchmark Eurocurrency Revolving Loans on the average daily amount Dollar Amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Restatement Original Effective Date to but excluding the later of the date on which such ▇▇▇▇▇▇Revolving Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to each Issuing Bank for its own account a fronting fee, which shall accrue at the rate or rates of 0.125% per annum separately agreed upon between the Borrower and such Issuing Bank on the average daily amount Dollar Amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Bank during the period from and including the Restatement Original Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or 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 on the fifteenth day third (3rd) Business Day following such last day, commencing on the first such date to occur after the Restatement 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 any the Issuing Bank Banks pursuant to this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Participation fees and fronting fees in respect of Letters of Credit shall be paid in Dollars. (c) The Borrower 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 Borrower 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 an any Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility commitment fees and participation fees, to the applicable 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 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 Restatement Effective Date to but excluding the date on which such Commitment terminates; provided that, if such 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 fifteenth first day following the such last day of January, April, July and on the date on which the Commitments terminateOctober of each year, commencing on the first such date to occur after the Effective Date and, with respect to the Commitments of any Tranche, on the date hereofon which the Commitments of such Tranche shall terminate; provided that any facility fees accruing on the Revolving Credit Exposure under any Tranche after the date on which the Commitments of such Tranche terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The 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 the same Applicable Rate used to determine the interest rate applicable to Term Benchmark LIBOR Revolving Loans Loans, on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Restatement Effective Date to but excluding the later of the date on which such ▇▇▇▇▇▇Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to each Issuing Bank for its own account a fronting fee, which shall accrue at the a rate or rates per annum separately agreed upon between the Borrower Company and such the applicable Issuing Bank on the average portion of the daily 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 Restatement Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as such each Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or 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 on the fifteenth day third Business Day following such last day, commencing on the first such date to occur after the Restatement Effective Date; provided that all such fees shall be payable on 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 any the Issuing Bank Banks pursuant to this paragraph shall be payable within ten (10) 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 Borrower 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 Borrower Company and the Administrative Agent. (de) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an the Issuing Bank, Banks (in the case of fees payable to itthem) 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 or Tranche Two Lenders, as applicable and (iii) in the case of acceptance fees, to the Tranche One Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a facility commitment fee, which shall accrue at the 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 Restatement Effective Date to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Commitment terminates, then such facility 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 on the fifteenth day following the such last day and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any facility commitment fees accruing after the date on which the Commitments terminate shall be payable on demand. All facility commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The 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 the same Applicable Rate used to determine the interest rate applicable to Term Benchmark Eurocurrency Revolving Loans on the average daily amount Dollar Amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Restatement Effective Date to but excluding the later of the date on which such ▇▇▇▇▇▇Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to each the relevant Issuing Bank for its own account a fronting fee, which shall accrue at the a rate or rates per annum separately agreed upon between by the Borrower and such Issuing Bank on the average daily amount Dollar Amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Bank during the period from and including the Restatement Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or 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 on the fifteenth day third (3rd) Business Day following such last day, commencing on the first such date to occur after the Restatement Effective Date; provided that all such fees shall be payable on 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 any Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first 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 an each Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility commitment fees and participation fees, to the 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 Lender a facility fee, which shall accrue at the Applicable Rate on the daily amount of the Facility Commitment of such Lender (whether used or unused) during the period from and including the Restatement Effective Date date hereof to but excluding the date on which such Facility Commitment terminates; provided that, if 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 on the fifteenth day following the such last day and on the date on which the Facility Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any facility fees Facility Fees accruing after the date on which the Facility Commitments terminate shall be payable on demand. All facility fees Facility Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The 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 the same Applicable Rate used to determine the interest rate applicable to Term Benchmark 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 Restatement Effective Date to but excluding the later of the date on which such ▇▇▇▇▇▇Lender’s Facility Commitment terminates and the date on which such Lender ceases to have any LC Exposure Exposure, and (ii) to each the Issuing Bank for its own account Lender a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower and such Issuing Bank daily on the average daily aggregate amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to then available for drawing under all Letters of Credit issued by such Issuing Bank during Lender at such rate per annum as may be mutually agreed between the period Company and such Issuing Lender from and including the Restatement Effective Date time to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposuretime, as well as such the Issuing BankLender’s standard fees and commissions with respect to the issuance, 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 on the fifteenth day third Business Day following such last day, commencing on the first such date to occur after the Restatement Effective Date; provided that all such fees shall be payable on 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 any the Issuing Bank Lender pursuant to this paragraph shall be payable within ten (10) 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 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 Borrower 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 an Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the 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 Lender a facility fee, which shall accrue at the 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 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 fifteenth day following the such last day and on the date on which the Commitments terminateyear, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after Effective Date, and on the date on which the Commitments terminate shall have terminated and the Lenders shall have no Revolving Credit Exposure; provided that facility fees accruing after the 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 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 the same Applicable Rate used to determine the interest rate applicable to Term Benchmark 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 Restatement Effective Date to but excluding the later of the date on which such ▇▇▇▇▇▇Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure Exposure, and (ii) to each Issuing Bank for its own account a fronting fee, which shall accrue at the rate or rates 0.125% per annum separately agreed upon between the Borrower and such Issuing Bank on the average daily amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (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 of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or 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 on the fifteenth day following such last dayyear, commencing on the first such date to occur after the Restatement Effective Date; provided that all such fees shall be payable on 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 any an Issuing Bank pursuant to this paragraph shall be payable within ten (10) 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 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 Borrower 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 an the Issuing BankBanks, in the case of fees payable to it) for distribution, in the case of facility fees and Letter of Credit participation fees, to the LendersPersons 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 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, if 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 ▇▇▇▇▇▇’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 fifteenth day following the such last day and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which the Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The 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 the same Participation Fee Rate set forth in the definition of “Applicable Rate used to determine the interest rate applicable to Term Benchmark Revolving Loans Rate” on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Restatement Effective Date to but excluding the later of the date on which such ▇▇▇▇▇▇Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure Exposure, and (ii) to each the Issuing Bank for its own account a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between Fronting Fee Rate set forth in the Borrower and such Issuing Bank definition of “Applicable Rate” on the average daily amount of that portion of the LC Exposure attributable to the Issuing Bank (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 of termination of the Commitments and the date on which there ceases to be any LC ExposureExposure attributable to the Issuing Bank, as well as such the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, 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 on the fifteenth day following such last day, commencing on the first such date to occur after the Restatement 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 any the Issuing Bank pursuant to this paragraph shall be payable within ten (10) 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). (cb) 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. (dc) All fees payable hereunder shall be paid in Dollars on the dates due, in immediately available funds, to the Administrative Agent (or to an the Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the 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 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, if 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 fifteenth day following the such last day and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which the Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The 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 the same Applicable Rate used to determine the interest rate applicable to Term Benchmark Revolving 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 Restatement Effective Date to but excluding the later of the date on which such ▇▇▇▇▇▇Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure Exposure, and (ii) to each the Issuing Bank for its own account a fronting fee, which shall accrue at the rate or rates of 0.125% per annum separately agreed upon between the Borrower and such Issuing Bank on the average daily 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 Restatement Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as such the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or 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 on the fifteenth day third Business Day following such last day, commencing on the first such date to occur after the Restatement Effective Date; provided that all such fees shall be payable on 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 any the Issuing Bank pursuant to this paragraph subsection shall be payable within ten (10) 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 Borrowers agree to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between in writing by the Borrower 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 an the Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the 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 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 Restatement Effective Closing Date to but excluding the date on which such Commitment terminatesexpires or is terminated; provided that, if 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 on the fifteenth day following the such last day and on the date on which the Commitments terminateCommitment of such Lender terminates or expires, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which the Commitments terminate 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 (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 Rate used to determine the interest rate applicable to Term Benchmark interest on Eurodollar Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Restatement Effective Closing Date to but excluding the later of the date on which such ▇▇▇▇▇▇Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure Exposure, and (ii) to each Issuing Bank for its own account a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower and such Issuing Bank on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable relating to the Letters of Credit issued by such Issuing Bank during the period from and including the Restatement Effective Closing Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any such LC Exposure, as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, 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 on the fifteenth day third Business Day following such last day, commencing on the first such date to occur after the Restatement 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 any Issuing Bank pursuant to this paragraph shall be payable within ten (10) 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 case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the 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 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 Restatement Effective Date to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Commitment terminates, then such facility 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 on the fifteenth day following the such last day and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which the Commitments terminate shall be payable on demand. All facility commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The 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 the same Applicable Rate used to determine the interest rate applicable to Term Benchmark 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 Restatement Effective Date to but excluding the later of the date on which such ▇▇▇▇▇▇Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to each the Issuing Bank for its own account a fronting fee, which shall accrue at the rate or rates of 0.125% per annum separately (or such other rate as is mutually agreed upon between by the Borrower and such the Issuing Bank Bank) on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such the Issuing Bank during the period from and including the Restatement Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as such the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or 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 on the fifteenth day third (3rd) Business Day following such last day, commencing on the first such date to occur after the Restatement Effective Date; provided that all such fees shall be payable on 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 any the Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first 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 an the Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility commitment fees and participation fees, to the 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 Lender a facility fee, which shall accrue at the Applicable Rate on the daily amount of the Revolving Commitment of such Lender (whether used or unused) during the period from and including the Restatement Effective Date date of this Agreement to but excluding the date on which such Revolving Commitment terminates; provided that, if 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 on the fifteenth day following the such last day and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. All facility fees in respect of Revolving Commitments shall be payable in Dollars and shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The 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 the same Applicable Rate used to determine the interest rate applicable to Term Benchmark 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 Restatement Effective Date to but excluding the later of the date on which such ▇▇▇▇▇▇Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure Exposure, and (ii) to each Issuing Bank for its own account a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower and such Issuing Bank and the Company per annum on the average daily amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (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 of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the fifteenth day third Business Day following such last day, commencing on the first such date to occur after the Restatement Effective Date; provided that all such fees shall be payable on 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 any Issuing Bank pursuant to this paragraph shall be payable within ten (10) 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 Borrower 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 Borrower 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 an any Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the applicable 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 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, if 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 on the fifteenth day following the such last day and on the date on which the Commitments terminateterminate and the Term Loans are repaid, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing other than on Term Loans after the date on which the Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation utilization fee with respect in an amount equal to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Term Benchmark Revolving Loans 0.05% on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Restatement Effective Date to but excluding the later of the date on which such ▇▇▇▇▇▇’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to each Issuing Bank for its own account a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower and such Issuing Bank on the average daily aggregate principal amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters Loans outstanding for each day on which the sum of such Loans and the loans outstanding under the Five-Year Credit issued by such Issuing Bank during the period from and including the Restatement Effective Date to but excluding the later Agreement equal or exceed 50% of the date sum of termination the total amount of the Commitments (or if the Commitments have terminated and Loans are outstanding, the Commitments as in effect immediately prior to termination) and the date total amount of the commitments under the Five-Year Credit Agreement (or, if the commitments thereunder have terminated and there are loans outstanding, the commitments as in effect immediately prior to termination). Accrued utilization fees shall be payable in arrears on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, 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 and on the fifteenth 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 Restatement 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 any Issuing Bank pursuant to this paragraph shall be payable within ten (10) days 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 an Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the 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 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 Closing Date to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such ▇▇▇▇▇▇’s 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 year, on the fifteenth day following date of any voluntary termination of the such last day Commitments and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereofall Loans become due and payable (by acceleration or otherwise); provided that any facility fees accruing after the date on which the Commitments terminate 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 (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 the same Applicable Rate used to determine the interest rate applicable to Term Benchmark Revolving Loans 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 Restatement Effective Date date on which the Commitments terminate to but excluding the later of the date on which such ▇▇▇▇▇▇’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to each Issuing Bank for its own account a fronting fee, which Revolving Credit Exposure. Accrued utilization fees shall accrue at the rate or rates per annum separately agreed upon between the Borrower and such Issuing Bank be payable in arrears on the average daily 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 Restatement Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or 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 year, on the fifteenth day following such last day, commencing on date of any voluntary termination of the first such date to occur after the Restatement 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 any Issuing Bank pursuant to this paragraph shall be payable within ten (10) days 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 an Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility fees and participation utilization fees, to the 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 Lender, a facility fee, which shall accrue at a rate per annum equal to the Applicable Rate Margin on the daily amount of the Commitment of such Lender (whether used or unusedregardless of usage) during the period from and including the Restatement 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, if 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 fifteenth day following the such last day Commitments are permanently reduced and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof; Effective Date, provided that any all unpaid facility fees accruing after shall be payable on the date on which the Commitments terminate and provided further that facility fees which accrue after 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 (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 Rate used to determine the interest rate applicable to Term Benchmark Revolving Loans Margin on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Restatement Effective Date to but excluding the later of the date on which such ▇▇▇▇▇▇Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to each Issuing Bank for its own account a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower and such each Issuing Bank on the average daily 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 Restatement Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as such each Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or 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 on the fifteenth day following such last dayyear, commencing on the first such date to occur after the Restatement Effective Date; provided that all such fees shall be payable on 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 any Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower agrees to pay to the Administrative Agenteach Credit Party, for its own account, fees and other amounts payable in the amounts and at the times separately agreed upon in writing between the Borrower and the Administrative Agentsuch Credit Party. (d) All fees and other amounts payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the Lenders. 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 Revolving Credit Lender a facility fee, which shall accrue at the Applicable 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 Restatement Effective Date to but excluding the date on which such Commitment terminatesRevolving Credit Termination Date; provided that, if 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 fifteenth day following the such last day of November, February, May, and August of each year and on the Revolving Credit Termination Date (and on any later date on upon which the Commitments terminateRevolving Credit Exposure ceases to exist, if any), commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which the Revolving Credit Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Upon a Default that with the passage of time or the giving of notice or both would constitute an Event of Default under subsections (a) and (b) of Article VII, all fees and other amounts (except for the Letter of Credit Fee) will bear interest at two percent per annum above the rate applicable to ABR Loans, until such Default is cured or waived. (b) The 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 same Applicable Rate Margin used to determine the interest rate applicable to Term Benchmark Eurodollar Loans on the Stated Amount of the Letters of Credit, during the period from and including the Effective Date to but excluding the later of the date on which such Revolving Loans 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 Restatement Effective Date to but excluding the later of the date on which such ▇▇▇▇▇▇’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to each Issuing Bank for its own account a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower and such Issuing Bank on the average daily 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 Restatement Effective Date to but excluding the later of the date of termination of the Commitments Revolving Credit Termination Date and the date on which there ceases to be any LC Exposure, as well as such Issuing the Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or 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 on the fifteenth day third Business Day following such last day, commencing on the first such date to occur after the Restatement Effective Date; provided that all such fees shall be payable on 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 any the Issuing Bank pursuant to this paragraph shall be payable 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 an the Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility fees and participation feesLetter of Credit Fees, to the applicable 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 (other than any Defaulting Lender) a facility commitment fee, which shall accrue at the relevant percentage set forth in the row entitled “Commitment Fee” in the definition of “Applicable Rate Rate” on the daily amount of by which the 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 such 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 ▇▇▇▇▇▇’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 fifteenth day following the such last day and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereofRestatement Effective Date; provided that any facility commitment fees accruing after the date on which the Commitments terminate shall be payable on demand. All facility commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The 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 the same Applicable Rate used to determine the interest rate applicable to Term Benchmark Revolving Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Restatement Effective Date to but excluding the later of the date on which such ▇▇▇▇▇▇Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to each the applicable Issuing Bank for its own account a fronting feefee with respect to each Letter of Credit issued by it, which shall accrue at the a rate or rates per annum separately agreed upon between the Borrower and such Issuing Bank equal to 0.125% on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such the Issuing Bank during the period from and including the Restatement Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as such the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or 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 on the fifteenth 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 any Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first 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 the applicable Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility commitment fees and participation fees, to the Lenders. Fees The amount of such fees required to be 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 Lender, a facility fee, which shall accrue at a rate per annum equal to the Applicable Rate Margin on the daily amount of the Commitment of such Lender (whether used or unusedregardless of usage) during the period from and including the Restatement 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, if 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 fifteenth day following the such last day Commitments are permanently reduced and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof; Effective Date, provided that any all unpaid facility fees accruing after shall be payable on the date on which the Commitments terminate and provided further that facility fees which accrue after 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 (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 Rate used to determine the interest rate applicable to Term Benchmark Revolving Loans Margin on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Restatement Effective Date to but excluding the later of the date on which such ▇▇▇▇▇▇Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to each the Issuing Bank for its own account a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower and such the Issuing Bank on the average daily 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 Restatement Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as such the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or 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 on the fifteenth day following such last dayyear, commencing on the first such date to occur after the Restatement Effective Date; provided that all such fees shall be payable on 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 any the Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower agrees to pay to the Administrative Agenteach Credit Party, for its own account, fees and other amounts payable in the amounts and at the times separately agreed upon in writing between the Borrower and the Administrative Agentsuch Credit Party. (d) All fees and other amounts payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the Lenders. 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 Lender, subject to adjustment as provided in Section 2.22, a facility fee, which shall accrue at the Applicable Rate on the daily amount of the Dollar 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 Dollar Commitment terminates; provided that, if 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 on the fifteenth day following the such last day and on the date on which the Dollar Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which 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 (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 Rate used to determine the interest rate applicable to Term Benchmark Revolving interest on 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 Restatement Effective Date to but excluding the later of the date on which such ▇▇▇▇▇▇Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure Exposure, 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 Bank for its own account a fronting fee, which shall accrue at the a rate or rates per annum separately agreed upon in the applicable Fee Letter between the Borrower and such Issuing Bank and the Borrower on the average daily 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 Restatement Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as such the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the fifteenth day third Business Day following such last day, commencing on the first such date to occur after the Restatement Effective Date; provided that all such fees shall be payable on 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 any the Issuing Bank pursuant to this paragraph shall be payable within ten (10) 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 an the Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the 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 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 Restatement Effective Date to but excluding the date on which such Revolving Commitment terminates; provided that, if 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 fifteenth day following the such last day first 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 date hereof; provided that any facility fees accruing after the date on which the Commitments terminate shall be payable on demand. 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 (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 the same Applicable Rate used to determine the interest rate applicable to Term Benchmark 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 Restatement Effective Date to but excluding the later of the date on which such ▇▇▇▇▇▇Lender’s Revolving Commitment terminates and the date on which such Revolving Lender ceases to have any LC Exposure Exposure, and (ii) to each the Issuing Bank for its own account a fronting fee, which shall accrue at the rate or rates of 0.125% per annum separately agreed upon between the Borrower and such Issuing Bank on the average daily 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 Restatement Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as such the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or 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 on the fifteenth 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 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 Revolving Commitments terminate shall be payable on demand. Any other fees payable to any the Issuing Bank pursuant to this paragraph shall be payable within ten (10) 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 an the Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility commitment fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstancescircumstances (subject to Section 9.15).

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 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 Restatement 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 such 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 ▇▇▇▇▇▇’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 fifteenth day following the such last day and on the date on which the last of the Revolving Commitments terminate, commencing on the first such date to occur after the date hereofEffective Date; provided that any facility commitment fees accruing after the date on which the 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 (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 the same Applicable Rate used to determine the interest rate applicable to Term Benchmark 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 Restatement Effective Date to but excluding the later of the date on which the last of 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 Issuing Bank for its own account a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between by the Borrower and such the Issuing Bank (including, for the avoidance of doubt, with respect to any Existing Letters of Credit) on the average daily amount Dollar Amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such the Issuing Bank during the period from and including the Restatement Effective Date to but excluding the later of the date of termination of the last of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as such the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal 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 on the fifteenth day third (3rd) Business Day following such last day, commencing on the first such date to occur after the Restatement Effective Date; provided that all such fees shall be payable on 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 any the Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first 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 separately agreed upon between the Borrower and in the Administrative AgentAgent 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 an the Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility commitment fees and participation fees, to the applicable 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 Lender a facility commitment fee, which shall accrue at the 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 Restatement Effective Date to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Commitment terminates, then such facility 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 on the fifteenth day following the such last day and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any facility commitment fees accruing after the date on which the Commitments terminate shall be payable on demand. All facility commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The 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 the same Applicable Rate used to determine the interest rate applicable to Term Benchmark Eurocurrency Revolving Loans on the average daily amount Dollar Amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Restatement Effective Date to but excluding the later of the date on which such ▇▇▇▇▇▇Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to each the Issuing Bank for its own account a fronting fee, which shall accrue at the rate or rates of 0.125% per annum separately agreed upon between the Borrower and such Issuing Bank on the average daily amount Dollar Amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such the Issuing Bank during the period from and including the Restatement Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as such the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or 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 on the fifteenth day third (3rd) Business Day following such last day, commencing on the first such date to occur after the Restatement Effective Date; provided that all such fees shall be payable on 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 any the Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first 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 an the Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility commitment fees and participation fees, to the Lenders. 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 a rate per annum equal to (i) the Applicable applicable Unused Facility Fee Rate on 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 Restatement Effective Date to but excluding the date on which such Commitment terminates; provided thathowever, that if 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 fifteenth day following the such last day and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which the Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The 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 same Applicable Rate used to determine the interest rate applicable to Term Benchmark Revolving Margin 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 Restatement Effective Date date of issuance of such Letter of Credit to but excluding the later of the date on which such ▇▇▇▇▇▇’s Commitment terminates 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 that remains outstanding after the Maturity Date) and (ii) to each the Issuing Bank for its own account a fronting feefee (“FRONTING FEE”), which shall accrue at the rate or rates of 0.125% per annum separately agreed upon between the Borrower and such Issuing Bank on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to during the Availability Period (or until the date that all 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 of termination of the Commitments and the date on which there ceases to be any LC Exposureare irrevocably cancelled, whichever is later), as well as such the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or 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 on the fifteenth 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 Restatement 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 any Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 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. (cd) 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. (de) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an the Issuing Bank, in the case of Fronting Fee and other standard fees payable to itthe Issuing Bank) for distribution, in the case of facility fees Unused Facility Fees and participation feesLetter of Credit Fees, to the Lenders. 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 Applicable Rate (subject to 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 Restatement Effective Date to but excluding the date on which such Revolving Commitment terminates; provided thatprovided, that if 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 fifteenth (15th) day following the such last day and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereof; provided provided, that any facility commitment fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. All facility commitment fees shall be computed on the basis of a year of 360 three hundred sixty (360) days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). All commitment fees shall be payable in U.S. Dollars. (b) The 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 the same Applicable Rate used to determine the interest rate applicable to Term Benchmark 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 Restatement Effective Date to but excluding the later of the date on which such ▇▇▇▇▇▇Revolving Lender’s Revolving Commitment terminates and the date on which such Revolving Lender ceases to have any LC Exposure Exposure, and (ii) to each the relevant Issuing Bank for its own account a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower Company and such Issuing Bank on the average daily amount Dollar Amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Bank during the period from and including the Restatement Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the fifteenth (15th) day following such last day, commencing on the first such date to occur after the Restatement 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 any Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 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 Borrower Company agrees to pay to the Administrative AgentAgent and the Arrangers, for its their own accountrespective accounts, fees payable in the amounts amounts, in the currencies and at the times separately agreed upon between the Borrower Company, on the one hand, and the Administrative AgentAgent or the Arrangers, on the other. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an the relevant Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility commitment fees and participation fees, to the Revolving 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 fee, which shall accrue at the 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 Restatement Effective Date to but excluding the date on which such Revolving Commitment terminates; provided that, if 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 on the fifteenth day following the such last day and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day and the last day of each period but excluding the last daydate on which the Revolving Commitments terminate). (b) 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 the same Applicable Rate Spread used to determine the interest rate applicable to Term 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 Restatement Effective Date to but excluding the later of the date on which such ▇▇▇▇▇▇Revolving Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to each the relevant Issuing Bank for its own account a fronting fee, which shall accrue at the rate or rates of 0.125% per annum separately agreed upon between the Borrower and such Issuing Bank on the average daily amount Dollar Amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Bank during the period from and including the Restatement Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the fifteenth day third (3rd) Business Day following such last day, commencing on the first such date to occur after the Restatement Effective Date; provided that all such fees shall be payable on 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 any Issuing Bank pursuant to this paragraph shall be payable 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 Borrower 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 Borrower 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 an each Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the applicable Lenders. Fees paid shall not be refundable under any circumstancesabsent manifest error in the calculation thereof.

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 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, if 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 ▇▇▇▇▇▇’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 fifteenth day following the such last day and on the date on which the Commitments terminateeach Payment Date, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which the Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The 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 the same Applicable Rate used to determine the interest rate applicable to Term Benchmark 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 Restatement Effective Date to but excluding the later of the date on which such ▇▇▇▇▇▇Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to each Issuing Bank for its own account a fronting fee, which shall accrue at the rate or rates of 0.125% per annum separately agreed upon between the Borrower and such Issuing Bank on the average daily face amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to all outstanding Letters of Credit issued by such each Issuing Bank during the period from and including the Restatement Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as such each Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, maintenance, transfer, presentment, renewal or extension of any Letter of Credit or 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 fifteenth day following such last dayeach Payment Date, commencing on the first such date to occur after the Restatement 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 any the Issuing Bank Banks pursuant to this paragraph shall be payable within ten (10) days 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 Borrower 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 Borrower Company and the Administrative AgentAgent and (ii) JPMorgan, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and JPMorgan. (d) All fees payable hereunder shall be paid on the dates due, in Dollars (except as otherwise expressly provided in this Section 2.12) and immediately available funds, to the Administrative Agent (or to an the Issuing BankBanks or JPMorgan, in the case of fees payable to itthem) for distribution, in the case of facility fees and participation fees, to the 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 Lender a facility fee, which shall accrue at the 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 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 fifteenth day following the such last day and on the date on which the Commitments terminateyear, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after Effective Date, and on the date on which the Commitments terminate shall be payable on demandhave terminated and the Lenders shall have no Revolving Credit Exposure. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The 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 the same Applicable Rate used to determine the interest rate applicable to Term Benchmark 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 Restatement Effective Date to but excluding the later of the date on which such ▇▇▇▇▇▇Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure Exposure, and (ii) to each Issuing Bank for its own account a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower Company and such Issuing Bank on the average daily amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (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 of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the fifteenth day third Business Day following such last day, commencing on the first such date to occur after the Restatement Effective Date; provided that all such fees shall be payable on 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 any the Issuing Bank pursuant to this paragraph shall be payable within ten (10) 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 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 Borrower 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 an the Issuing BankBanks, in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, distribution to the LendersPersons 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 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 Restatement Effective Closing Date to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its . Accrued Commitment terminates, then such facility fee Fees shall continue to accrue be payable in arrears on the daily amount of such ▇▇▇▇▇▇’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 on the fifteenth day following the such last day and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which the Commitments terminate shall be payable on demandClosing Date. 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 (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 the same Applicable Rate used to determine the interest rate applicable to Term Benchmark Revolving Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Restatement Effective Closing Date to but excluding the later of the date on which such ▇▇▇▇▇▇Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure and Exposure, (ii) to each Issuing Bank Bank, for its own account account, a fronting fee, which shall accrue at fee with respect to each Letter of Credit issued by it in the rate or rates per annum separately amount agreed upon between the Borrower and such Issuing Bank and the Borrower prior to the issuance of such Letter of Credit, on the average daily amount of the Total LC Exposure attributable to such Letter of Credit (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 date of issuance of such Letter of Credit to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC ExposureExposure attributable to such Letter of Credit and (iii) to each Issuing Bank, as well as for its own account, such Issuing Bank’s standard fees and commissions with respect to the issuance, 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 fifteenth day first Business Day following such last day, commencing on the first such date to occur after the Restatement 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 any Issuing Bank pursuant to this paragraph shall be payable within ten (10) 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 an the applicable Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility commitment fees and participation fees, to the LendersLenders 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 Revolving Lender a facility commitment fee, which shall accrue at the 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 Restatement Original Effective Date to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its 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 on the fifteenth day following the such last day and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which the Commitments terminate shall be payable on demandOriginal Effective Date. 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 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 the same Applicable Rate used to determine the interest rate applicable to Term Benchmark Eurocurrency Revolving Loans on the average daily amount Dollar Amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Restatement Original Effective Date to but excluding the later of the date on which such ▇▇▇▇▇▇Revolving Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to each the Issuing Bank for its own account a fronting fee, which shall accrue at the rate or rates of 0.125% per annum separately agreed upon between the Borrower and such Issuing Bank on the average daily amount Dollar Amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such the Issuing Bank during the period from and including the Restatement Original Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as such the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or 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 on the fifteenth day third (3rd) Business Day following such last day, commencing on the first such date to occur after the Restatement 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 any the Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Participation fees and fronting fees in respect of Letters of Credit shall be paid in Dollars. (c) The Borrower 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 Borrower 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 an the Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility commitment fees and participation fees, to the applicable 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 Applicable Rate 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 Restatement Effective Date to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such ▇▇▇▇▇▇’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 fifteenth day following the such last day and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which the Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The 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 the same Applicable Rate used to determine the interest rate applicable to Term Benchmark Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Restatement Effective Date to but excluding the later of the date on which such ▇▇▇▇▇▇’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to each Issuing Bank for its own account a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower and such Issuing Bank on the average daily 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 Restatement Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or 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 Contingency Fee will be payable on the fifteenth first day following such last day, commencing of each month for a six (6) month period beginning on the first such date 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 occur 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 Restatement Effective Activation Date; provided . 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 shall be payable on that are attributable to Participant and all of Participant's affiliates and franchises that utilize 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 any Issuing Bank pursuant to HCC System under this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)Agreement. (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 case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the 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 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 Restatement Effective Date to but excluding the date on which the Revolving Commitment of such Commitment Lender terminates; provided that, if 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 on the fifteenth day following the such last day and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any facility commitment fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. All facility commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The 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 the same Applicable Rate used to determine the interest rate applicable to Term Benchmark 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 Restatement Effective Date to but excluding the later of the date on which such ▇▇▇▇▇▇Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to each Issuing Bank for its own account a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower and such the applicable Issuing Bank on the average daily amount Dollar Amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Bank during the period from and including the Restatement Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the fifteenth day third (3rd) Business Day following such last day, commencing on the first such date to occur after the Restatement Effective Date; provided that all such fees shall be payable on 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 any Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first 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 an Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, distribution to the Lendersapplicable parties. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower Company agrees to pay to the General Administrative Agent for the account of each Lender a facility fee, which shall accrue at the Applicable Rate facility fee rate set forth in the Pricing Grid from time to time on the daily amount of the Commitment Commitments 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 terminatesCommitments terminate; provided that, if 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 shall be payable in arrears on the fifteenth day following the such last day and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereofRestatement Date; provided that any facility fees accruing after the date on which the Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrower Company agrees to pay to the Administrative Agents, for their own account, the administrative, auction and other fees separately agreed upon between the Company and the Administrative Agents (collectively, the “Administrative Fees”). (c) The Company agrees to pay (i) to the General Administrative Agent for the account of each U.S. Lender (including the Issuing Lender) a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the same Applicable Rate used to determine the interest rate Margin applicable to Term Benchmark interest on Eurocurrency Revolving Loans on the average daily amount of such U.S. Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Restatement Effective Date to but excluding the later of the date on which such ▇▇▇▇▇▇’s Commitment terminates and the date on which such U.S. Lender ceases to have any LC Exposure and (ii) to each the Issuing Bank for its own account Lender a fronting fee, which shall accrue at the rate or rates of 0.125% per annum separately agreed upon between the Borrower and such Issuing Bank on the average daily 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 Restatement Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as such the Issuing BankLender’s standard fees and commissions with respect to the issuance, 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 shall be payable on the last day of March, June, September and December of each year shall be payable on the fifteenth day following such last dayyear, commencing on the first such date to occur after the Restatement Effective Date; provided that all such fees shall be payable on the date on which the U.S. Commitments terminate and any such fees accruing after the date on which the U.S. Commitments terminate shall be payable on demand. Any other fees payable to any the Issuing Bank Lender pursuant to this paragraph shall be payable within ten (10) days 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 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 General Administrative Agent (or to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the 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 Lender, a facility fee, fee which shall accrue at the 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 Restatement Effective Date to but excluding the date on which such Commitment terminatesconditions in Section 4.02 is not met; provided thatprovided, however, that (i) if such 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 ▇▇▇▇▇▇’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 cease to accrue on, and the Borrower shall not be required to pay a facility fee with respect to, the daily unused amount of the Commitment of such Lender during such period of time such Lender is a Defaulting Lender. 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 on the fifteenth day following the such last day and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereofClosing Date; provided that any facility fees accruing after the date on which the aggregate Commitments terminate shall be payable on demand. The facility fee owing with respect to each Lender shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrower agrees to shall pay (i) to the Arranger and the Administrative Agent Agent, for their own respective accounts, fees in the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue amounts and at the same Applicable Rate used to determine times specified in the interest rate applicable to Term Benchmark Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Restatement Effective Date to but excluding the later of the date on which such ▇▇▇▇▇▇’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to each Issuing Bank for its own account a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower and such Issuing Bank on the average daily 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 Restatement Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunderFee Letter. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the fifteenth day following such last day, commencing on the first such date to occur after the Restatement Effective Date; provided that all such 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 any Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days fully earned when paid and shall not be payable refundable for the actual number of days elapsed (including the first day but excluding the last day)any reason whatsoever. (c) The Borrower agrees to shall pay to the Administrative Agent, for its own account, Lenders such fees payable as shall have been separately agreed upon in writing in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (d) All so specified. Such fees payable hereunder shall be fully earned when paid on the dates due, in immediately available funds, to the Administrative Agent (or to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the Lenders. Fees paid shall not be refundable under for any circumstancesreason whatsoever.

Fees. (a) The Borrower agrees Borrowers agree, jointly and severally, to pay to the Administrative Agent for the account of each Lender a facility fee, fee (a "Facility Fee") which shall accrue at the Applicable Rate on the average daily amount of the Commitment of such Lender (whether used or unused) during the period from and including the Restatement Amendment Effective Date to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Commitment terminates, then such facility fee Facility Fee shall continue to accrue on the average daily amount of such ▇▇▇▇▇▇’s 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 on the fifteenth day following the such last day and on the Maturity Date (or such earlier date after the Commitment Termination Date on which the Commitments terminateLoans are repaid in full), commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which the Commitments terminate shall be payable on demand. All facility fees Facility Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrower agrees Borrowers agree, jointly and severally, to pay (i) to the Administrative Agent Agent, for the account of each Lender a participation fee with respect to its participations in Letters of CreditLender, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Term Benchmark Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Restatement Amendment Effective Date to but excluding the later of the date on which such ▇▇▇▇▇▇’s Commitment terminates the Commitments terminate and the date on which such Lender ceases to have any LC Exposure and Revolving Credit Exposures of all the Lenders are paid or extinguished in full, a utilization fee (iia "Utilization Fee") to each Issuing Bank for its own account a fronting fee, which shall accrue accrue, with respect to any day, that the Commitment Utilization Percentage is greater than 50%, at the rate or rates of 0.10% per annum separately agreed upon between the Borrower and on such Issuing Bank Lender's Revolving Credit Exposure. Accrued Utilization Fees shall be payable in arrears on the average daily 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 Restatement Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or 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 year, on the fifteenth day following such last dayMaturity Date and on any date thereafter on which the Revolving Credit Exposures of all the Lenders are paid or extinguished in full, commencing on the first such date to occur after the 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 any Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demandhereof. All participation fees and fronting fees Utilization Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The applicable Borrower agrees to pay (i) to each Lender a letter of credit fee (a "Letter of Credit Fee") with respect to its participations in Letters of Credit, which shall accrue at the Applicable Rate for 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 Amendment Effective Date to but excluding the later of the date on which such Lender's Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee (a "Fronting Fee"), which shall accrue at the rate of 0.125% per annum of the face amount of each Letter of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Amendment Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure. Letter of Credit Fees and Fronting Fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Amendment 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. All Letter of Credit 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 Borrowers agree, jointly and severally, to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower Time Warner and the Administrative Agent. (de) 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 case of fees payable to it) for distribution, in the case of facility fees Facility Fees, Utilization Fees, Letter of Credit Fees and participation feesFronting Fees, to the LendersLenders entitled thereto or, in the case of Fronting Fees, to the Issuing Bank. Fees paid shall not be refundable under any circumstancescircumstances absent manifest error in the calculation and/or payment thereof.

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 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 Restatement Effective Closing Date to but excluding the date on which such Commitment terminates; provided thatprovided, that if such 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 fifteenth first day following the such last day of January, April, July and on the date on which the Commitments terminateOctober of each year, commencing on the first such date to occur after the date hereof, and, with respect to the Commitments of any Tranche, on the date on which the Commitments of such Tranche shall terminate; provided that any facility fees accruing on the Revolving Credit Exposure under any Tranche after the date on which the Commitments of such Tranche terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The 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 the same Applicable Rate used to determine the interest rate applicable to Term Benchmark Global Tranche LIBOR Revolving Loans Loans, on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Restatement Effective Date to but excluding the later of the date on which such ▇▇▇▇▇▇Lender’s Global Tranche Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to each Issuing Bank for its own account a fronting fee, which shall accrue at the rate or rates of 0.125% per annum separately agreed upon between the Borrower and such Issuing Bank on the average portion of the daily 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 Restatement Effective Date to but excluding the later of the date of termination of the Global Tranche Commitments and the date on which there ceases to be any LC Exposure, as well as such each Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, 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 on the fifteenth day third Business Day following such last day, commencing on the first such date to occur after the Restatement Effective Date; provided that all such fees shall be payable on 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 any the Issuing Bank Banks pursuant to this paragraph shall be payable within ten (10) 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 Each Canadian Borrowing Subsidiary agrees to pay to the Administrative Canadian Agent, for its 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 Borrower Company and the Administrative AgentAgents. (de) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent Agent, to the Issuing Banks (or to an Issuing Bank, in the case of fees payable to itthem) or to the 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 and (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 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 Restatement Effective Date date of this Agreement to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Commitment terminates, then such facility 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 on the fifteenth day following the such last day and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any facility commitment fees accruing after the date on which the Commitments terminate shall be payable on demand. All facility commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The 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 the same Applicable Rate used to determine the interest rate applicable to Term Benchmark 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 Restatement Effective Closing Date to but excluding the later of the date on which such ▇▇▇▇▇▇Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure Exposure, and (ii) to each the Issuing Bank for its own account a fronting fee, which shall accrue at the rate or rates of one eighth of one percent (0.125%) per annum separately agreed upon between the Borrower and such Issuing Bank annum, on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed un-reimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Bank during the period from and including the Restatement Effective Closing Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as such the Issuing Bank’s standard reasonable and customary fees and commissions with respect to the issuance, 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 on the fifteenth day third Business Day following such last day, commencing on the first such date to occur after the Restatement 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 any the Issuing Bank pursuant to this paragraph shall be payable within ten (10) 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 an the Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility commitment fees and participation fees, to the LendersLenders or 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 having a facility Revolving Commitment under the Existing Revolving Facility, a commitment fee, which shall accrue at a rate per annum equal to the Applicable Commitment Fee Rate on the daily amount of such unused Revolving Commitment (provided that Swingline Loans shall not be deemed to be a use of the Commitment Revolving Commitments for the purpose of the calculation of such Lender (whether used or unusedcommitment fee) during the period from and including the Fourth Restatement Effective Closing Date to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such ▇▇▇▇▇▇’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 fifteenth day following the such last day applicable Commitments are permanently reduced and on the date on which the applicable Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which the Commitments terminate shall be payable on demandFourth Restatement Closing Date. 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 (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 rate per annum equal to the same Applicable Rate used Margin (with respect to determine the interest rate applicable to Term Benchmark Revolving 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 Fourth Restatement Effective Closing Date to but excluding the later of the date on which such ▇▇▇▇▇▇Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to each the Issuing Bank for its own account a fronting fee, which shall accrue at the a rate or rates per annum separately agreed upon between the Borrower and such Issuing Bank equal to 0.25% on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable with respect to Letters each Letter of Credit issued by such Issuing Bank during the period from and including the Fourth Restatement Effective Closing Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any such LC Exposure, as well as such the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or 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 on the fifteenth day following such last dayyear, commencing on the first such date to occur after the Fourth Restatement 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 any the Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower agrees to pay to the Administrative Agenteach Credit Party, for its own account, the fees and other amounts payable in connection herewith in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agentsuch Credit Party. (d) All fees and other amounts payable hereunder shall be paid on the dates due, in immediately available funds, funds to the Administrative Agent (or to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility fees commitment fees, undrawn fees, and participation fees, to the Lenders. 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 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, if 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 fifteenth day following the such last day and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which the Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The 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 the same Applicable Rate used to determine the interest rate applicable to Term Benchmark 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 Restatement Effective Date to but excluding the later of the date on which such ▇▇▇▇▇▇Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to each Issuing Bank for its own account a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower and such the Issuing Bank on the average daily 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 Restatement Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the 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 any Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first 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 case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the 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 Applicable Rate on the actual daily amount of the Commitment of such Lender (whether used or unused) during the period from and including the Restatement Effective Closing Date to but excluding the date on which such Commitment terminatesthe Commitments terminate; provided that, if 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 ▇▇▇▇▇▇’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 on the fifteenth day following the such last day and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereofClosing Date; provided that any facility such fees accruing after the date on which the Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The 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 the same Applicable Rate used to determine the as interest rate applicable to on Term Benchmark Revolving 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 Restatement Effective Closing Date to but excluding the later of the date on which such ▇▇▇▇▇▇’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure Exposure, and (ii) to each Issuing Bank for its own account a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between by the Borrower and such Issuing Bank on the average actual daily amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (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 Closing Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any such LC Exposure, as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, 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 on the fifteenth day third Business Day following such last day, commencing on the first such date to occur after the Restatement 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 any an Issuing Bank pursuant to this paragraph shall be payable within ten (10) 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 the applicable Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the LendersLenders 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 Lender a facility commitment fee, which shall accrue at the 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 Restatement Effective Date date hereof to but excluding the date on which such the Revolving Commitments terminate. Commitment terminates; provided that, if 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 ▇▇▇▇▇▇’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 fifteenth day following the such last day and on the date on which the Revolving Commitments terminateterminate (including, in respect of Non-Extended Revolving Lenders, the Non-Extended Revolving Maturity Date), commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which the Commitments terminate shall be payable on demand. All facility commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, 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 (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 the same Applicable Rate then used to determine the interest rate applicable to Term Benchmark Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Restatement Effective Date to but excluding the later of the date on which such ▇▇▇▇▇▇Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to each Issuing Bank for its own account a fronting fee, which shall accrue at the rate or rates of 0.125% per annum separately agreed upon between the Borrower and such Issuing Bank on the average daily amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (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 of termination of the Revolving Commitments and the date on which there ceases to be any such LC Exposure, as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, 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 on the 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 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 any an Issuing Bank pursuant to this paragraph shall be payable within ten (10) 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 the applicable Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility commitment fees and participation fees, to the LendersRevolving Lenders entitled thereto. Fees paid hereunder shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay a facility fee to the Administrative Agent for the account of each Lender (other than a facility feeDefaulting Lender to the extent provided in Section 2.19), which shall accrue at the 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, if 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 on the fifteenth day following the such last day and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which the Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The 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 the same Applicable Rate used to determine the interest rate applicable to Term Benchmark 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 Restatement Effective Date to but excluding the later of the date on which such ▇▇▇▇▇▇Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure Exposure, and (ii) to each the Issuing Bank for its own account a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower and such the Issuing Bank on the average daily 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 Restatement Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as such the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the fifteenth day third Business Day following such last day, commencing on the first such date to occur after the Restatement Effective Date; provided that all such fees shall be payable on 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 any the Issuing Bank pursuant to this paragraph shall be payable within ten (10) 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 the Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the 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 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 Closing Date to but excluding the date on which such Commitment terminatesexpires or is terminated; provided that, if 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 fifteenth day following the such last day and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which the Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 365 (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 (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 the same Applicable Rate used to determine the interest a rate applicable to Term Benchmark Revolving Loans per annum of 0.125% on the average daily amount of such Lender’s LC Exposure Revolving Credit Exposure, for any periods during which (excluding any portion thereof attributable to unreimbursed LC Disbursementsi) during the period from and including sum of (A) the Restatement Effective Date to but excluding Aggregate Outstanding Extensions of Credit hereunder plus (B) the later Aggregate Outstanding Extensions of Credit (as defined in the date on which such ▇▇▇▇▇▇’s Commitment terminates and Five-Year Credit Agreement) under the date on which such Lender ceases to have any LC Exposure and Five-Year Credit Agreement exceeds (ii) to each Issuing Bank for its own account a fronting fee, which shall accrue at 50% of the rate or rates per annum separately agreed upon between sum of (A) the Borrower and such Issuing Bank on the average daily aggregate amount of Commitments hereunder plus (B) the LC Exposure aggregate amount of Commitments (excluding any portion thereof attributable to unreimbursed LC Disbursementsas defined in the Five-Year Credit Agreement) attributable to Letters of under the Five-Year Credit issued by such Issuing Bank during the period from and including the Restatement Effective Date to but excluding the later of the date of termination of the Commitments and the date Agreement. Accrued utilization fees shall be payable in arrears on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, 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 on the 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 and on the date on which the Commitments terminate and any terminate, commencing on the first applicable such fees accruing date to occur after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demandhereof. All participation fees and fronting utilization 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 case of fees payable to it) for distribution, in the case of facility fees and participation utilization fees, to the 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 feeCommitment Fee, which shall accrue at the 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 Restatement Effective Date date of Closing to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Commitment terminates, then such facility fee Commitment Fee shall continue to accrue on the daily amount of such ▇▇▇▇▇▇’s 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 Accrued Commitment Fees 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 fifteenth day following the such last day and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any facility fees Commitment Fees accruing after the date on which the Commitments terminate 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 (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 the same Applicable Rate used to determine the interest rate applicable to Term Benchmark Eurodollar 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 Restatement Effective Date to but excluding the later of the date on which such ▇▇▇▇▇▇’s Lender's Commitment terminates and the date on which such Lender ceases to have any LC Exposure Exposure, and (ii) to each the Issuing Bank for its own account a fronting fee, which shall accrue at the rate or rates of 0.25% per annum separately agreed upon between the Borrower and such Issuing Bank on the average daily 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 Restatement Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as such the Issuing Bank’s 's standard fees and commissions with respect to the issuance, 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 on the fifteenth day third Business Day following such last day, commencing on the first such date to occur after the Restatement Effective Date; provided that all such fees shall be payable on 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 any the Issuing Bank pursuant to this paragraph shall be payable within ten (10) 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) At Closing, the Borrower shall pay to the Administrative Agent for the account of each Lender a fee calculated in basis points applied to the aggregate amount of the Commitment, with the basis points applied estimated to be that specified in a separate letter agreement among Administrative Agent, Arranger and Borrower, but acknowledged therein as being subject to variations determined by market conditions. (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. (de) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an the Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the 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 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 Restatement Effective Date to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Commitment terminates, then such facility 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 on the fifteenth day following the such last day and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any facility commitment fees accruing after the date on which the Commitments terminate shall be payable on demand. All facility commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The 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 the same Applicable Rate used to determine the interest rate applicable to Term Benchmark 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 Restatement Effective Date to but excluding the later of the date on which such ▇▇▇▇▇▇Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to each the Issuing Bank for its own account a fronting fee, which shall accrue at the rate or rates of 0.125% per annum separately agreed upon between the Borrower and such Issuing Bank on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such the Issuing Bank during the period from and including the Restatement Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as such the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or 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 on the fifteenth day third (3rd) Business Day following such last day, commencing on the first such date to occur after the Restatement Effective Date; provided that all such fees shall be payable on 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 any the Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first 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 the Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility commitment fees and participation fees, to the 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 fee, which shall accrue at the Applicable Rate on the daily amount Dollar Amount of the Revolving 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, if 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 Dollar 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; provided, however, that any facility fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Company so long as such Lender shall be a Defaulting Lender except to the extent that such facility fee shall otherwise have been due and payable by the Company prior to such time; and provided further that no facility fee shall accrue on the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. 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 fifteenth day following the such last day and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The 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 the same Applicable Rate used to determine the interest rate applicable to Term Benchmark Eurocurrency Revolving Loans on the average daily amount Dollar Amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Restatement Effective Date to but excluding the later of the date on which such ▇▇▇▇▇▇Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to each the relevant Issuing Bank for its own account a fronting fee, which shall accrue at the rate or rates of 0.125% per annum separately agreed upon between the Borrower and such Issuing Bank on the average daily amount Dollar Amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Bank during the period from and including the Restatement Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or 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 on the fifteenth day third (3rd) Business Day following such last day, commencing on the first such date to occur after the Restatement Effective Date; provided that all such fees shall be payable on 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 any an Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower 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 Borrower Company and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in Dollars and immediately available funds, to the Administrative Agent (or to an the relevant Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower Subject to Section 2.20, ▇▇▇▇▇▇▇▇ agrees to pay to the Administrative Agent for the account of each Lender on a pro rata basis (based on Commitments) a facility feefee (the “Facility Fee”), which Facility Fee shall accrue at the Applicable Facility Fee Rate on the daily amount of the Commitment of such Lender Commitments (whether used or unused) during the period from and including the Restatement Effective Date to but excluding the date on which such Commitment terminatesFee Payment Period; provided that, if 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 the last day of March, June, September and December of each year Fees shall be payable in arrears on the fifteenth day following the such last day third (3rd) Business Day of April, July, October and January of each year, as applicable, and on the date on which the Commitments terminateMaturity Date, commencing on the first (1st) such date to occur after the date hereofEffective Date; provided that any facility fees Facility Fees accruing after as of the date on which the Commitments terminate shall be payable on demand. All facility fees Facility Fees shall be computed on the basis of a year of 360 365 days and (or 366 days in a leap year), shall be payable for the actual number of days elapsed (including the first (1st) day but excluding the last day)) and shall be payable in US Dollars. (b) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee commission with respect to its participations in all outstanding Letters of Credit, which shall accrue at a per annum rate equal to the same Applicable Rate used to determine the interest rate applicable to Term Benchmark Revolving Loans Margin then in effect on the average daily Dollar Equivalent of face amount of each such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) Letter of Credit during the period from and including the Restatement Effective Date to but excluding the later of the date on which such ▇▇▇▇▇▇’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure Fee Payment Period, and (ii) to each any Issuing Bank for its own account a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower and such Issuing Bank on the average daily amount Dollar Equivalent of the its 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 Restatement Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC ExposureFee Payment Period, as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation Accrued 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 fifteenth day following such last daythird (3rd) Business Day of April, July, October, and January of each year, as applicable, and on the Maturity Date, commencing on the first (1st) such date to occur after the 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. For the purposes of the foregoing calculations, the Dollar Equivalent amount shall be calculated on the first Business Day of each calendar month of the related Fee Payment Period using the applicable Exchange Rate for each such non-US Dollar currency in effect as of the close of business on the last Business Day of the immediately preceding calendar month or by such other method that the Administrative Agent and APA may agree; provided that, in connection with any Letter of Credit newly issued in a non-US Dollar currency, the Dollar Equivalent amount of such newly issued Letter of Credit until the end of the calendar month in which such Letter of Credit was issued shall be determined using the Exchange Rate for such non-US Dollar currency in effect as of the close of business on the Business Day immediately preceding the date of issuance of such Letter of Credit. Any other fees payable to any Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first (1st) day but excluding the last day). All Letter of Credit Fees shall be payable in US Dollars. (c) The Borrower ▇▇▇▇▇▇▇▇ agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts amounts, in US Dollars and at the times separately agreed upon between the 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 any Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility fees Facility Fees and participation feescommissions pursuant to Section 2.11(c), to the Lenders. Fees Any and all 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 relevant Facility Fee Rate specified in the 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 Restatement Effective Date date of this Agreement to but excluding the date on which such Commitment terminatesits Commitments terminate; provided that, if 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 on the fifteenth day following the such last day have terminated and on the date on which the Commitments terminateMaturity Date, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which all the Commitments terminate 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 Company and each Borrowing Subsidiary agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used from time to time to determine the interest rate applicable to Term Benchmark 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 Restatement Effective Date date hereof to but excluding the later of the date on which the last of such ▇▇▇▇▇▇Lender’s Commitment Commitments terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to each Issuing Bank for its own account Bank, a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower Company and such the applicable Issuing Bank on the average daily amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (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 of termination of all the Commitments and the date on which there ceases to be any LC ExposureExposure attributable to Letters of Credit issued by such Issuing Bank, as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, 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 on the fifteenth day third Business Day following such last day, commencing on the first such date to occur after the Restatement 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 any Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower agrees Borrowers agree to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the 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 an each Issuing Bank, in the 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. 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 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, if 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 fifteenth day following the such last day and on the date on which the Commitments terminateeach Payment Date, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which the Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The 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 the same Applicable Rate used to determine the interest rate applicable to Term Benchmark 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 Restatement Effective Date to but excluding the later of the date on which such ▇▇▇▇▇▇Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to each Issuing Bank for its own account a fronting fee, which shall accrue at the rate or rates of 0.125% per annum separately agreed upon between the Borrower and such Issuing Bank on the average daily face amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to all outstanding Letters of Credit issued by such each Issuing Bank during the period from and including the Restatement Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as such each Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, maintenance, transfer, presentment, renewal or extension of any Letter of Credit or 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 fifteenth day following such last dayeach Payment Date, commencing on the first such date to occur after the Restatement 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 any the Issuing Bank Banks pursuant to this paragraph shall be payable within ten (10) days 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 Borrower 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 Borrower 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 an the Issuing BankBanks or the Syndication Agent, in the case of fees payable to itthem) for distribution, in the case of facility fees and participation fees, to the 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 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 Closing Date to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such ▇▇▇▇▇▇’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 fifteenth day following the such last day and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which the Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The 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 the same Applicable Rate used to determine the interest rate applicable to Term Benchmark Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) Loans, during the period from and including the Restatement Effective Closing Date to but excluding the later of the date on which such ▇▇▇▇▇▇’s 's Commitment terminates and the date on which such Lender ceases to have any LC Exposure Exposure, and (ii) to each Issuing Bank for its own account a fronting feefee with respect to each Letter of Credit issued by such Issuing Bank, which shall accrue at the rate or rates of 0.125% per annum separately agreed upon between the Borrower and such Issuing Bank on the average daily maximum amount then available to be drawn under such Letter of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Bank Credit, during the period from and including the Restatement Effective Closing Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC ExposureExposure with respect to Letters of Credit issued by such Issuing Bank, as well as such Issuing Bank’s 's standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal 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 on the fifteenth day following such last day, commencing on the first such date to occur after the Restatement 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 any an Issuing Bank pursuant to this paragraph shall be payable within ten (10) 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 the Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the 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 Applicable Rate on the daily amount of the unused 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, if 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 on the fifteenth day following the such last day and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any facility commitment fees accruing after the date on which the Commitments terminate shall be payable on demand. All facility commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, the Commitment of any Lender shall be deemed to be used to the extent of the Revolving Credit Exposure of such Lender. (b) The 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 the same Applicable Rate used to determine the interest rate applicable to Term Benchmark 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 Restatement Effective Date to but excluding the later of the date on which such ▇▇▇▇▇▇Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure Exposure, and (ii) to each Issuing Bank for its own account a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower and such Issuing Bank on the average daily face amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters each Letter of Credit issued by of such Issuing Bank during the period from and including the Restatement Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit 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 on the fifteenth day third Business Day following such last day, commencing on the first such date to occur after the Restatement Effective Date; provided that all such fees shall be payable on 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 any Issuing Bank pursuant to this paragraph shall be payable within ten (10) 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 an the Issuing BankBanks, in the case of fees payable to it) for distribution, in the case of facility commitment fees and participation fees, to the 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 Lender a facility fee, which shall accrue at the Applicable Rate on the daily amount of the Revolving Commitment of such Lender (whether used or unused) during the period from and including the Restatement Effective Date to but excluding the date on which such Revolving Commitment terminates; provided that, if 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 on the fifteenth day following the such last day and year, on the date on which the Revolving Commitments terminateterminate and, if the Term-Out Option is exercised, on each date following the Termination Date on which any Revolving Loans are repaid, commencing on the first such date to occur after the date hereof; provided that any facility 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. 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 (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 the same Applicable Rate used to determine the interest rate applicable to Term Benchmark Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Restatement Effective Date to but excluding the later of the date on which such ▇▇▇▇▇▇’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to each Issuing Bank for its own account a fronting utilization fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower and such Issuing Bank Applicable Rate on the average daily amount of the LC Revolving Credit 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 Restatement Effective Date to but excluding the later of the date of termination of the Commitments and the date Lender on which there ceases to such day. Accrued utilization fees shall be any LC Exposure, as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including payable in arrears on the last day of March, June, September and December of each year shall be payable and on the fifteenth 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 Restatement 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 any Issuing Bank pursuant to this paragraph in respect of the Revolving Commitments shall be payable within ten (10) days 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 Borrower 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 Borrower 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 an Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility fees and participation utilization fees, to the applicable 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 relevant Facility Fee Rate specified in the 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 Restatement Effective Date to but excluding the date on which such Commitment terminatesTermination Date; provided that, if 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 on the fifteenth day following the such last day and on the date on which the Commitments terminateCommitment Termination Date, commencing on the first such date to occur after the date hereofEffective Date; provided that any facility fees accruing after the date on which the Commitments terminate Commitment Termination Date shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The 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 the same Applicable Rate used to determine the interest rate applicable to Term Benchmark Revolving 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 Restatement Effective Date to but excluding the later of the date on which such ▇▇▇▇▇▇’s Commitment terminates Termination Date and the date on which such Lender ceases to have any LC Exposure and Exposure. (iic) The relevant Borrower with respect to each Letter of Credit agrees to pay to the Issuing Bank for its own account Lender of such Letter of Credit (i) a fronting fee, which shall accrue at the a rate or rates per annum separately agreed upon between by the Borrower Company and such Issuing Bank Lender, on the average daily amount of the LC Exposure attributable to such Letter of Credit (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 date of issuance of such Letter of Credit to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any such LC Exposure, as well as Exposure under such Letter of Credit and (ii) such Issuing BankLender’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, 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 on the fifteenth day third Business Day of the calendar month 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 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 any Issuing Bank Lender pursuant to this paragraph (c) above shall be payable at the times separately agreed upon between the Company or the relevant Borrower and such Issuing Lender or otherwise within ten (10) 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). (ce) The Borrower agrees Borrowers agree to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon in writing between the Borrower Company and the Administrative Agent. (df) 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 case of fees payable to it) for distribution, in the case of facility fees and participation commitment fees, to the Lendersin 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 Revolving Lender a facility fee, which shall accrue at the 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 Restatement Effective Date to but excluding the date on which such Revolving Commitment terminates; provided that, if 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 ▇▇▇▇▇▇’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 on the fifteenth day following the such last day and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereofEffective Date; provided that any facility fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The 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 the same Applicable Rate used to determine the interest rate applicable to Term Benchmark 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 Restatement Effective Date to but excluding the later of the date on which such ▇▇▇▇▇▇’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure and in respect of Standby Letters of Credit, (ii) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Commercial Letters of Credit, which shall accrue at the Applicable Rate applicable to Commercial Letters of Credit on the average daily Dollar Amount of such Lender’s LC Exposure in respect of Commercial Letters of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements in respect of Commercial Letters of Credit) during the period from and including the Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure in respect of Commercial Letters of Credit and (iii) to the relevant Issuing Bank for its own account a fronting fee, which shall accrue at the a rate or rates per annum separately agreed upon between the Borrower and such Issuing Bank of 0.125% on the average daily amount Dollar Amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Bank during the period from and including the Restatement Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or 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 on the fifteenth day third (3rd) Business Day following such last day, commencing on the first such date to occur after the Restatement Effective Date; provided that all such fees shall be payable on 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 any Issuing Bank pursuant to this paragraph shall be payable within ten (10) days 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 Borrower 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 Borrower Company and the Administrative AgentAgent (including, for the avoidance of doubt, the Facilities Fee Letter between the Company, Bank of America, N.A. and BofA Securities, Inc.). (de) All fees payable hereunder shall be paid on the dates due, in Dollars (except as otherwise expressly provided in this Section 2.12) and immediately available funds, to the Administrative Agent (or to an each Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the applicable Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The (i) If the Applicable Rate is determined by reference to the Applicable Credit Ratings, 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 (as set forth in the definition of Applicable Rate 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 date on which the facility fee is first applicable to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Commitment terminates, then such facility fee shall 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 fifteenth day following the such last day and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which the Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (ii) If the Applicable Rate is determined by reference to the Leverage Ratio, the Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee for the period from and including the date hereof to the last day of the Availability Period, computed at the Commitment Fee Rate on the average daily amount of the Available Commitment of such Lender during the period for which payment is made, payable quarterly in arrears on each last day of each March, June, September and December of each year end on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof. (b) The 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 the same Applicable Rate used to determine the interest rate applicable to Term Benchmark Eurodollar Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC DisbursementsDisbursements and accrued and unpaid interest thereon) during the period from and including the Restatement Effective Date to but excluding the later of the date on which such ▇▇▇▇▇▇Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure Exposure, and (ii) to each the Issuing Bank for its own account a fronting fee, which shall accrue at the rate or rates of 0.20% per annum separately agreed upon between the Borrower and such Issuing Bank on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC DisbursementsDisbursements and accrued and unpaid interest thereon) 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 of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as such the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the fifteenth day third Business Day following such last day, commencing on the first such date to occur after the Restatement Effective Date; provided that all such fees shall be payable on 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 any the Issuing Bank pursuant to this paragraph shall be payable within ten (10) 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 case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the 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 sum of the 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 Restatement Effective Date to but excluding the date on which such Commitment terminates; provided thatprovided, if 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 on the fifteenth day following the such last day and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof; provided further that any facility fees accruing after the date on which the Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 365 days (or 366 days in the case of a leap year) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The 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 the same Applicable Rate used to determine the interest rate applicable to Term Benchmark Revolving Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Restatement Effective Date to but excluding the later of the date on which such ▇▇▇▇▇▇Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure Exposure, and (ii) to each the Issuing Bank for its own account a fronting fee, which shall accrue at the rate or rates of 0.125% per annum separately agreed upon between the Borrower and such Issuing Bank on the average daily 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 Restatement Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as such the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellationpayment, 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 on the fifteenth day third Business Day following such last day, commencing on the first such date to occur after the Restatement Effective Date; provided that all such fees shall be payable on 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 any the Issuing Bank pursuant to this paragraph shall be payable within ten (10) 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 an the Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the LendersFinance 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 Revolving Lender a facility fee, which shall accrue at the Facility Fee Rate (as set forth in the definition of Applicable Rate Rate) on the daily amount of the Revolving Commitment of such Revolving Lender (whether used or unused) during the period from and including the Restatement Effective Date to but excluding the date on which such Revolving Commitment terminates; provided that, if 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 fifteenth first day following the such last day of 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 date hereof; provided that any facility 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). 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 (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 the same Applicable Rate used to determine the interest rate applicable to Term Benchmark 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 Restatement Effective Date to but excluding the later of the date on which such ▇▇▇▇▇▇Lender’s Revolving Commitment terminates and the date on which such Revolving Lender ceases to have any LC Exposure Exposure, and (ii) to each Issuing Bank for its own account a fronting feefee with respect to each Letter of Credit issued by such Issuing Bank, which shall accrue at the rate or rates of 0.125% per annum separately agreed upon between the Borrower and such Issuing Bank on the average daily maximum amount of the LC Exposure (excluding any portion thereof attributable then available to unreimbursed LC Disbursements) attributable to Letters be drawn under such Letter 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 of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or 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 fifteenth first day following such last dayof January, April, July and October of each year, 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 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 any an Issuing Bank pursuant to this paragraph shall be payable within ten (10) 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 an any Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the applicable 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 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 Restatement Effective Date to but excluding the date on which the Revolving Commitment of such Commitment Lender terminates; provided that, if 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 average 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 on the fifteenth day following the such last day and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereofRestatement Effective Date; provided that any facility commitment fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. All facility commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The 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 the same Applicable Rate used to determine the interest rate applicable to Term Benchmark Eurocurrency Revolving Loans on the average daily amount Dollar Amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Restatement Effective Date to but excluding the later of the date on which such ▇▇▇▇▇▇Revolving Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to each the Issuing Bank for its own account a fronting fee, which shall accrue at the rate or rates of 0.125% per annum separately agreed upon between the Borrower and such Issuing Bank on the average daily amount Dollar Amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such the Issuing Bank during the period from and including the Restatement Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as such the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or 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 on the fifteenth day third (3rd) Business Day following such last day, commencing on the first such date to occur after the Restatement Effective Date; provided that all such fees shall be payable on 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 any the Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first 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 an the Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility commitment fees and participation fees, to the applicable 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 (other than a facility Defaulting Lender to the extent set forth in Section 2.20) a commitment fee, which shall accrue at the Applicable Rate on the average daily unused amount (calculated on a pro rata basis among the Tranche A Commitments and the Tranche B Commitments, as the case may be) of the Commitment of such Lender (whether used or unused) during the period from and including the Restatement Effective Date date of this Agreement to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Commitment terminates, then such facility 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 on the fifteenth day following the such last day and on the date on which the applicable Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any facility commitment fees accruing after the date on which the applicable Commitments terminate shall be payable on demand. All facility commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The 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 the same Applicable Rate used to determine the interest rate applicable to Term Benchmark Eurodollar Revolving Loans for such Lender on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed un-reimbursed LC Disbursements) during the period from and including the Restatement Effective Closing Date to but excluding the later of the date on which such ▇▇▇▇▇▇Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure Exposure, and (ii) to each the Issuing Bank for its own account a fronting fee, which shall accrue at the rate or rates of one eighth of one percent (0.125%) per annum separately agreed upon between the Borrower and such Issuing Bank annum, on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed un-reimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Bank during the period from and including the Restatement Effective Closing Date to but excluding the later of the date of termination of the Tranche B Commitments and the date on which there ceases to be any LC Exposure, as well as such the Issuing Bank’s standard reasonable and customary fees and commissions with respect to the issuance, 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 on the fifteenth day third Business Day following such last day, commencing on the first such date to occur after the Restatement 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 any the Issuing Bank pursuant to this paragraph shall be payable within ten (10) 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 an the Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility commitment fees and participation fees, to the LendersLenders or to the Joint Lead Arrangers and Joint Bookrunners, as applicable. Fees paid 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 (as set forth in the definition of Applicable Rate Rate) on the daily amount of the Revolving Commitment of such Lender (whether used or unused) during the period from and including the Restatement Effective Debt Rating Pricing Election Date to but excluding the date on which such Commitment terminates; provided that, if 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 on the fifteenth day following the such last day and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (bc) The 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 the same Applicable Rate used to determine the interest rate applicable to Term Benchmark 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 Restatement Effective Date to but excluding the later of the date on which such ▇▇▇▇▇▇Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure Exposure, and (ii) to each the Issuing Bank for its own account a fronting fee, which shall accrue at the rate or rates of 0.125% per annum separately agreed upon between the Borrower and such Issuing Bank on the average daily 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 Restatement Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as such the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the fifteenth day third Business Day following such last day, commencing on the first such date to occur after the Restatement Effective Date; provided that all such fees shall be payable on 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 any the Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (cd) 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. (de) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an the Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the 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 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 Restatement Original Effective Date to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its 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 on the fifteenth day following the such last day and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which the Commitments terminate shall be payable on demandOriginal Effective Date. 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 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 the same Applicable Rate used to determine the interest rate applicable to Term Benchmark Eurocurrency Revolving Loans on the average daily amount Dollar Amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Restatement Original Effective Date to but excluding the later of the date on which such ▇▇▇▇▇▇Revolving Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to each the Issuing Bank for its own account a fronting fee, which shall accrue at the rate or rates of 0.125% per annum separately agreed upon between the Borrower and such Issuing Bank on the average daily amount Dollar Amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such the Issuing Bank during the period from and including the Restatement Original Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as such the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or 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 on the fifteenth day third (3rd) Business Day following such last day, commencing on the first such date to occur after the Restatement 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 any the Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower 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 Borrower Company and the Administrative Agent. (de) All fees payable hereunder shall be paid on the dates due, in Dollars (except as otherwise expressly provided in this Section 2.12) and immediately available funds, to the Administrative Agent (or to an the Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility commitment fees and participation fees, to the 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 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 Restatement Effective Date date hereof to but excluding the date on which such Commitment terminates; provided that, if 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 ▇▇▇▇▇▇’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 fifteenth day following the such last day and on the date on which the Commitments terminateyear, commencing on the first such date to occur after the date hereof, and on the date on which such Commitments terminate; provided that any facility fees accruing after the date on which the Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The 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 the same Applicable Rate used to determine the interest rate applicable to Term Benchmark 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 Restatement Effective Date date hereof to but excluding the later of the date on which the last of such ▇▇▇▇▇▇’s Commitment Lender's Commitments under the applicable Tranche terminates and the date on which such Lender ceases to have any LC Exposure under such Tranche, and (ii) to each Issuing Bank for its own account a fronting fee, which shall accrue at the rate or rates of 0.10% per annum separately agreed upon between (or any lesser amount that the Borrower Company and such Issuing Bank may agree upon from time to time) on the average daily amount of the LC Exposure (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 Restatement Effective Date date hereof to but excluding the later of the date of termination of the last of the Commitments under the applicable Tranche and the date on which there ceases to be any LC Exposure, under such Tranche, as well as such Issuing Bank’s 's standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, 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 on the fifteenth day following such last day, commencing on the first such date to occur after the Restatement 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 any an Issuing Bank pursuant to this paragraph shall be payable within ten (10) 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) The Borrower Each Canadian Borrowing Subsidiary agrees to pay to the Canadian Administrative Agent, for its own accountthe accounts of the Global Tranche Lenders (or the lending offices designated to accept and purchase B/As pursuant to Section 2.17(f)), fees payable 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 amounts and at the times separately agreed upon between the Borrower Contract Period applicable to such B/A and the Administrative Agentdenominator 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 an the applicable Issuing Bank, in the case of fees payable to it) as applicable, for distribution, in the case of facility fees and participation fees, distribution to the applicable 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 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 Restatement Effective Date to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its 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 on the fifteenth day following the such last day and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any facility commitment fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. All facility commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The 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 the same Applicable Rate used to determine the interest rate applicable to Term Benchmark 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 Restatement Effective Date to but excluding the later of the date on which such ▇▇▇▇▇▇Revolving Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to each the Issuing Bank for its own account a fronting fee, which shall accrue at the rate or rates of 0.125% per annum separately agreed upon between the Borrower and such Issuing Bank on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such the Issuing Bank during the period from and including the Restatement Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as such the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or 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 on the fifteenth day third (3rd) Business Day following such last day, commencing on the first such date to occur after the Restatement Effective Date; provided that all such fees shall be payable on 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 any the Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first 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 the Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility commitment fees and participation fees, to the applicable 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 Lender a facility fee, which shall accrue at the 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, if 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; provided further that no facility fee shall be paid to a Defaulting Lender as provided in Section 2.24(a). 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 fifteenth day following the such last day and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which the Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The 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 the same Applicable Rate used to determine the interest rate applicable to Term Benchmark Eurocurrency Revolving Loans on the average daily amount Dollar Amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Restatement Effective Date to but excluding the later of the date on which such ▇▇▇▇▇▇Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure Exposure, and (ii) to each the Issuing Bank for its own account a fronting fee, which shall accrue at the a rate or rates per annum separately agreed upon between the Borrower Company and such the Issuing Bank on the average daily amount Dollar Amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Bank during the period from and including the Restatement Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as such the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the fifteenth day third (3rd) Business Day following such last day, commencing on the first such date to occur after the Restatement Effective Date; provided that all such fees shall be payable on 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 any the Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower 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 Borrower Company and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in Dollars (except as otherwise expressly provided in this Section) and immediately available funds, to the Administrative Agent (or to an the Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the 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 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, if 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 on the fifteenth day following the such last day and on the date on which the Commitments terminateCommitment of the applicable Lender terminates, commencing on the first such date to occur after the date hereof; provided that any facility fees Facility Fees accruing after the date on which the Commitments terminate 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 (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 the same Applicable Rate used to determine the interest rate applicable to Term Benchmark 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 Restatement Effective Date to but excluding the later of the date on which such ▇▇▇▇▇▇Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure Exposure, and (ii) to each Issuing Bank for its own account in U.S. Dollars a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower and such Issuing Bank on the average daily amount of the LC Exposure with respect to Letters of Credit issued by such Issuing Bank (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 of the termination of the Commitments Commitment of such Issuing Bank and the date on which there ceases to be any LC ExposureExposure with respect to Letters of Credit issued by such Issuing Bank, as well as such each Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the fifteenth day third Business Day following such last day, commencing on the first such date to occur after the Restatement Effective Date; provided that all such fees shall be payable on 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 any Issuing Bank pursuant to this paragraph Section 2.11(b) shall be payable within ten (10) 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 any Issuing Bank, in the 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. 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 a rate per annum equal to the Applicable Rate Margin on the daily amount of the Commitment of such Lender (whether used or unusedregardless of usage) during the period from and including the Restatement 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, if 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 ▇▇▇▇▇▇’s Revolving Lender'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 fifteenth day following the such last day Commitments are permanently reduced and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof; Agreement Date, provided that any all unpaid facility fees accruing after shall be payable on the date on which the Commitments terminate and provided further that facility fees which accrue after 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 (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 Rate used to determine the interest rate applicable to Term Benchmark Revolving Loans Margin 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 Restatement Effective Closing Date to but excluding the later of the date on which such ▇▇▇▇▇▇’s Lender's Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to each the Issuing Bank for its own account a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower and such the Issuing Bank on the average daily 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 Restatement Effective Closing Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as such the Issuing Bank’s 's standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, 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 on the fifteenth day following such last dayyear, commencing on the first such date to occur after the Restatement 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 any the Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower agrees to pay to the Administrative AgentAgent 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 the Administrative Agentsuch Credit Party. (de) All fees and other amounts payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the Lenders. 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 Revolving Lender a facility commitment fee, which shall accrue at the 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 Restatement Effective Date to but excluding the date on which such Revolving Commitment terminates; provided that, if 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 ▇▇▇▇▇▇’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 on the fifteenth day following the such last day and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which the Commitments terminate shall be payable on demand. All facility commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day and the last day of each period but excluding the last daydate on which the Commitments terminate). (b) 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 the same Applicable Rate used to determine the interest rate applicable to Term 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 Restatement Effective Date to but excluding the later of the date on which such ▇▇▇▇▇▇Revolving Lender’s Revolving Commitment terminates and the date on which such Revolving Lender ceases to have any LC Exposure and (ii) to each the relevant Issuing Bank for its own account a fronting fee, which shall accrue at the rate or rates of 0.125% per annum separately agreed upon between the Borrower and such Issuing Bank on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Bank Bank, during the period from and including the Restatement Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or 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 on the fifteenth (15th) 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 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 any Issuing Bank pursuant to this paragraph shall be payable 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 an each Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility commitment fees and participation fees, to the applicable 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 Applicable Rate (as set forth under the 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 Restatement Effective Closing Date to but excluding the date on which such Commitment terminatesexpires or is terminated; provided thatprovided, that if such 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 fifteenth day following the such last day of each March, June, September and on the date on which the Commitments terminateDecember, commencing on the first such date to occur after the date hereof, and, with respect to the Commitments of any Tranche, on the date on which the Commitments of such Tranche shall terminate; provided that any facility fees accruing on the Revolving Credit Exposure under any Tranche after the date on which the Commitments of such Tranche terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The 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 the same Applicable Rate (as set forth under the caption “LIBOR/EURIBOR Spread and BA Stamping Fee” in the definition of such term) used to determine the interest rate applicable to Term Benchmark LIBOR Revolving Loans Loans, on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Restatement Effective Date to but excluding the later of the date on which such ▇▇▇▇▇▇Lender’s Tranche A Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to each Issuing Bank for its own account a fronting fee, which shall accrue at the rate or rates of 0.125% per annum separately agreed upon between the Borrower and such Issuing Bank on the average portion of the daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Bank Bank, during the period from and including the Restatement Effective Date to but excluding the later of the date of termination of the Tranche A Commitments and the date on which there ceases to be any LC Exposure, as well as such each Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, 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 on the fifteenth day third Business Day following such last day, commencing on the first such date to occur after the Restatement Effective Date; provided that all such fees shall be payable on 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 any the Issuing Bank Banks pursuant to this paragraph shall be payable within ten (10) 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 Each Canadian Borrowing Subsidiary agrees to pay to the Administrative Canadian Agent, for its 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 accountaccounts, fees payable in the amounts and at the times separately agreed upon between the Borrower Company and the Administrative AgentAgents. (de) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent Agent, to the Issuing Banks (or to an Issuing Bank, in the case of fees payable to itthem) or to the 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 and (iii) in the case of acceptance fees, to the Tranche B Lenders. All fees payable hereunder to any Issuing Bank under clause (ii) of paragraph (b) above shall be payable to the office or offices specified by such Issuing Bank for the payment of such fees and will be made by the Company from locations in Guernsey or another jurisdiction under the laws of which no withholding or similar tax will be applicable to such payments. Fees paid shall not be refundable under any circumstances.

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 a rate per annum equal to the Applicable Commitment Fee Rate on the daily amount of such unused Revolving Commitment (provided that Swingline Loans shall not be deemed to be a use of the Commitment Revolving Commitments for the purpose of the calculation of such Lender (whether used or unusedcommitment fee) during the period from and including the Restatement Effective Closing Date to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such ▇▇▇▇▇▇’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 fifteenth day following the such last day applicable Commitments are permanently reduced and on the date on which the applicable Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which the Commitments terminate shall be payable on demandClosing Date. 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 (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 rate per annum equal to the same Applicable Rate used Margin (with respect to determine the interest rate applicable to Term Benchmark Revolving 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 Restatement Effective Closing Date to but excluding the later of the date on which such ▇▇▇▇▇▇Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to each the Issuing Bank for its own account a fronting fee, which shall accrue at the a rate or rates per annum separately agreed upon between the Borrower and such Issuing Bank equal to 0.25% on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable with respect to Letters each Letter of Credit issued by such Issuing Bank during the period from and including the Restatement Effective Closing Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any such LC Exposure, as well as such the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or 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 on the fifteenth day following such last dayyear, commencing on the first such date to occur after the Restatement 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 any the Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower agrees to pay to the Administrative Agenteach Credit Party, for its own account, the fees and other amounts payable in connection herewith in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agentsuch Credit Party. (d) All fees and other amounts payable hereunder shall be paid on the dates due, in immediately available funds, funds to the Administrative Agent (or to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility fees commitment fees, undrawn fees, and participation fees, to the Lenders. 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 Applicable Rate Effective Date to (but excluding) the 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 Restatement Effective Date to but excluding the date on which such Commitment terminatesApplicable Facility Fee Percentage; provided that, if 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 fifteenth day following the such last day and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereofOctober 5, 2004; provided that any facility fees accruing after the date on which 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 (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 same Applicable Rate used to determine the interest rate Margin applicable to Term Benchmark Revolving interest on Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Restatement Effective Date to but excluding the later of the date on which such ▇▇▇▇▇▇Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure Exposure, and (ii) to each the Issuing Bank for its own account Lender a fronting fee, which shall accrue at the rate or rates of 0.125% per annum separately agreed upon between the Borrower and such Issuing Bank on the average daily 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 Restatement Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC ExposureExposure (excluding any portion thereof attributable to unreimbursed LC Disbursements), as well as such the Issuing BankLender’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentmentpayment, 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 and on the fifteenth day following such last daydate that the Commitments terminate, commencing on the first such date to occur after the Restatement 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 any the Issuing Bank Lender pursuant to this paragraph shall be payable within ten (10) 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 Administrative Paying Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative 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 an Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the LendersPaying Agent. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to each Revolving Lender, through the Administrative Agent for the account of Servicing Agent, on each Lender a facility feeMarch 31, which shall accrue at the 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, if 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 ▇▇▇▇▇▇’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, JuneJune 30, September 30 and December of each year shall be payable in arrears on the fifteenth day following the such last day 31, commencing September 30, 2001, and on the date on which the Commitments terminateRevolving Commitment of such Lender shall be terminated as provided herein, a facility fee (the "Facility Fee") equal to the percentage rate per annum set forth in the Pricing Schedule as the Facility Fee which is applicable at such time on the amount of the Revolving Commitment of such Lender, whether used or unused, during the preceding quarter (or other period commencing on the first such date to occur after Effective Date or ending on the date hereof; provided that Revolving Maturity Date or any facility fees accruing after the date on which the Commitments terminate Revolving Commitment of such Revolving Lender shall be payable on demandterminated). All facility fees The Facility Fee shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed over a year of 360 days (including the first day but excluding the last day). The Facility Fee due to each Revolving Lender shall commence to accrue on the Effective Date and shall cease to accrue on the earlier of the Revolving Maturity Date and the termination of the Revolving Commitment of such Revolving Lender as provided herein. (b) The Borrower agrees to pay (i) to the Administrative Servicing Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate Margin as shall be used to determine in determining the interest rate applicable to Term Benchmark 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 Restatement Effective Date to but excluding the later of the date on which such ▇▇▇▇▇▇’s Lender's Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure Exposure, and (ii) to each Issuing Bank for its own account Fronting Bank, as applicable, a fronting fee, which shall accrue at the a rate or rates per annum separately mutually agreed upon between the Borrower and such Issuing Fronting Bank from time to time on the average daily 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 Restatement Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the fifteenth day following such last dayeach March 31, June 30, September 30 and December 31, commencing on the first such date to occur after the Restatement Effective DateSeptember 30, 2001; 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 any Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower agrees to pay to each of the Administrative AgentAgents, for its own accounttheir respective accounts, agent and administrative fees payable (the "Administrative Fees") at the times and in the amounts and at the times separately heretofore agreed upon between the Borrower and the Administrative Agentthem. (d) The Borrower agrees to pay on the Effective Date to the Administrative Agents, for their own accounts and for the accounts of the Arrangers, the other Agents and the Lenders, fees in the amounts heretofore mutually agreed (the "Effective Date Fees"). (e) All fees payable hereunder Fees shall be paid on the dates due, in immediately available funds, to the Administrative Servicing Agent (or to an Issuing the relevant Fronting Bank, in the case of fees payable to it) for distribution, in the case of facility fees if and participation feesas appropriate, to among the Lenders. The Administrative Fees of BofA and Chase shall be paid on the dates due, in immediately available funds, to BofA and Chase directly. Once paid, none of the Fees shall not be refundable under any circumstances.

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

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 applicable Facility Fee Rate (as specified in the definition of Applicable Rate 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, if 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 fifteenth day following the such last day and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which the Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrower Subject to Section 2.24, the 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 the same Applicable Rate used to determine the interest rate applicable to Term Benchmark Eurocurrency Revolving Loans on the average daily amount Dollar Amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Restatement Effective Date to but excluding the later of the date on which such ▇▇▇▇▇▇Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to each the Issuing Bank for its own account a fronting fee, which shall accrue at the rate or rates of 0.25% per annum separately agreed upon between the Borrower and such Issuing Bank on the average daily amount Dollar Amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such the Issuing Bank during the period from and including the Restatement Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as such the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the fifteenth day third (3rd) Business Day following such last day, commencing on the first such date to occur after the Restatement Effective Date; provided that all such fees shall be payable on 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 any the Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first 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 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 Borrower 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 an the Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the 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 fee, which shall accrue at the 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 Restatement Effective Date to but excluding the date on which such Revolving Commitment terminates; provided that, if 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 on the fifteenth day following the such last day and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The 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 the same Applicable Rate Spread used to determine the interest rate applicable to Term Benchmark Eurocurrency Revolving Loans on the average daily amount Dollar Amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Restatement Effective Date to but excluding the later of the date on which such ▇▇▇▇▇▇Revolving Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to each the relevant Issuing Bank for its own account a fronting fee, which shall accrue at the rate or rates of 0.125% per annum separately agreed upon between the Borrower and such Issuing Bank on the average daily amount Dollar Amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Bank during the period from and including the Restatement Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the fifteenth day third (3rd) Business Day following such last day, commencing on the first such date to occur after the Restatement Effective Date; provided that all such fees shall be payable on 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 any Issuing Bank pursuant to this paragraph shall be payable 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 Borrower 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 Borrower 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 an each Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the applicable Lenders. Fees paid shall not be refundable under any circumstancesabsent manifest error in the calculation thereof.

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 Applicable Rate Facility Fee Rate, (i) prior to the termination 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 Restatement Effective Date to but excluding the date on which such Commitment terminates; provided that, that the Commitments terminate and (ii) if such 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 ▇▇▇▇▇▇’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 fifteenth day following the such last day and on the date on which the Commitments terminateeach Quarterly Date, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which the Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The 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 the same Applicable Rate used to determine the interest rate applicable to Term Benchmark Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Restatement Effective Date to but excluding the later of the date on which such ▇▇▇▇▇▇’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to each Issuing Bank for its own account a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower and such Issuing Bank on the average daily 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 Restatement Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the 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 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 to any Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower Company agrees to pay to the Administrative Agent for account of each Fronting Issuing Bank a fronting fee with respect to each 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 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. (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, fees payable 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 amounts and at Person that is serving as the times Administrative Agent or such Fronting Issuing Bank, as the case may be, or, as may be separately agreed upon between from time to time by the Borrower Company on behalf of the Account Parties and the Administrative AgentAgent or such Fronting Issuing Bank, as the case may be. (de) 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 case of fees payable to it) for distribution, in the case of facility fees and participation feesas applicable, to the LendersBanks 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 Applicable Rate Percentage per annum (determined 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 Restatement Effective Date to but excluding the date on which such Commitment terminatesAvailability Period; provided thatprovided, that if 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 ▇▇▇▇▇▇’s Revolving Credit Exposure from and including after the Revolving Commitment Termination Date to the date on which its Commitment terminates to but excluding the date on which that all of such Lender ceases to have any Lender’s Revolving Credit Exposure. Facility fees accrued through and including the last day of March, June, September and December of each year shall be payable Exposure has been paid in arrears on the fifteenth day following the such last day and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which the Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)full. (bc) 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 same Applicable Rate used to determine the interest rate applicable to Term Benchmark Revolving Margin 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 Restatement Effective Date date of issuance of such Letter of Credit to but excluding the later of the date on which such ▇▇▇▇▇▇’s Commitment terminates 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 that remains outstanding after the Revolving Commitment Termination Date) and (ii) to each the Issuing Bank for its own account a fronting fee, which shall accrue at the rate or rates of 0.125% per annum separately agreed upon between the Borrower and such Issuing Bank on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters during the Availability Period (or until the date that such Letter 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 of termination of the Commitments and the date on which there ceases to be any LC Exposureis irrevocably cancelled, whichever is later), as well as such the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including Notwithstanding the last day of Marchforegoing, June, September and December of each year shall be payable if the Required Lenders elect to increase the interest rate on the fifteenth day following such last day, commencing on Loans to 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 any Issuing Bank Default Interest pursuant to this paragraph Section 2.13(c), the rate per annum used to calculate the letter of credit fee pursuant to clause (i) above shall automatically be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)increased by an additional 2% per annum. (ce) The Borrower agrees to shall pay to the Administrative Agent, for its own accountthe ratable benefit of each Lender, fees payable in the amounts and at the times separately upfront fee previously agreed upon between by the Borrower and the Administrative Agent, which shall be due and payable on the Closing Date. (df) All Accrued fees payable hereunder under paragraphs (b), (c) and above shall be paid payable quarterly in arrears on the dates duelast day of each March, June, September and December, commencing on March 31, 2007 and on the Revolving Commitment Termination Date (and if later, the date the Loans and LC Exposure shall be repaid in immediately available fundstheir entirety); provided further, to that any such fees accruing after the Administrative Agent (or to an Issuing Bank, in the case of fees Revolving Commitment Termination Date shall be payable to it) for distribution, in the case of facility fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstanceson demand.

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 Applicable Rate Percentage per annum (determined 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 Restatement Effective Date to but excluding the date on which such Commitment terminatesAvailability Period; provided thatprovided, that if 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 ▇▇▇▇▇▇’s Revolving Credit Exposure from and including after the Revolving Commitment Termination Date to the date on which its Commitment terminates to but excluding the date on which that all of such Lender ceases to have any Lender’s Revolving Credit Exposure. Facility fees accrued through and including the last day of March, June, September and December of each year shall be payable Exposure has been paid in arrears on the fifteenth day following the such last day and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which the Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)full. (bc) 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 same Applicable Rate used to determine the interest rate applicable to Term Benchmark Revolving Margin 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 Restatement Effective Date date of issuance of such Letter of Credit to but excluding the later of the date on which such ▇▇▇▇▇▇’s Commitment terminates 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 that remains outstanding after the Revolving Commitment Termination Date) and (ii) to each the Issuing Bank for its own account a fronting fee, which shall accrue at the rate or rates of 0.125% per annum separately agreed upon between the Borrower and such Issuing Bank on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters during the Availability Period (or until the date that such Letter 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 of termination of the Commitments and the date on which there ceases to be any LC Exposureis irrevocably cancelled, whichever is later), as well as such the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including Notwithstanding the last day of Marchforegoing, June, September and December of each year shall be payable if the Required Lenders elect to increase the interest rate on the fifteenth day following such last day, commencing on Loans to 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 any Issuing Bank Default Interest pursuant to this paragraph Section 2.11(c), the rate per annum used to calculate the letter of credit fee pursuant to clause (i) above shall automatically be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)increased by an additional 2% per annum. (cd) The Borrower agrees to shall pay to the Administrative Agent, for its own accountthe ratable benefit of each Lender, fees payable in the amounts and at the times separately upfront fee previously agreed upon between by the Borrower and the Administrative Agent, which shall be due and payable on the Closing Date. (de) All Accrued fees payable hereunder under paragraphs (b) and (c) above shall be paid payable quarterly in arrears on the dates duelast day of each March, June, September and December, commencing on June 30, 2007 and on the Revolving Commitment Termination Date (and if later, the date the Loans and LC Exposure shall be repaid in immediately available fundstheir entirety); provided further, to that any such fees accruing after the Administrative Agent (or to an Issuing Bank, in the case of fees Revolving Commitment Termination Date shall be payable to it) for distribution, in the case of facility fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstanceson demand.

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 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, if 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 fifteenth day following the such last day and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which the Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The 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 the same Applicable Rate used to determine the interest rate applicable to Term Benchmark Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Restatement Effective Date to but excluding the later of the date on which such ▇▇▇▇▇▇Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to each Issuing Bank for its own account a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower and such Issuing Bank on the average daily 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 Restatement Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the 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 any Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first 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 case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the 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 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 date hereof to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Commitment terminates, then such facility fee shall 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 shall be invoiced and including payable in arrears on the last day of March, June, September and December of each year shall be payable in arrears on the fifteenth day following the such last day and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which the Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The 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 the same Applicable Rate used to determine the interest rate applicable to Term Benchmark 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 Restatement Effective Date to but excluding the later of the date on which such ▇▇▇▇▇▇Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure Exposure, and (ii) to each the applicable Issuing Bank for its own account a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower and such Issuing Bank on the average daily amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (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 of termination of the Commitments and the date on which there ceases to be any LC ExposureExposure attributable to Letters of Credit issued by such Issuing Bank, as well as such the Issuing Bank’s standard fees and commissions with respect to the issuance, 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 invoiced and payable on the fifteenth day third Business Day following such last day, commencing on the first such date to occur after the Restatement Effective Date; provided that all such fees shall be payable on 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 any the Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first 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 the Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the 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 a rate per annum equal to the Applicable Commitment Fee Rate on the daily amount of such unused Revolving Commitment (provided that Swingline Loans shall not be deemed to be a use of the Commitment Revolving Commitments for the purpose of the calculation of such Lender (whether used or unusedcommitment fee) during the period from and including the Fourth Restatement Effective Closing Date to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such ▇▇▇▇▇▇’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 fifteenth day following the such last day applicable Commitments are permanently reduced and on the date on which the applicable Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which the Commitments terminate shall be payable on demandFourth Restatement Closing Date. 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 (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 rate per annum equal to the same Applicable Rate used Margin (with respect to determine the interest rate applicable to Term Benchmark Revolving 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 Fourth Restatement Effective Closing Date to but excluding the later of the date on which such ▇▇▇▇▇▇Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to each the Issuing Bank for its own account a fronting fee, which shall accrue at the a rate or rates per annum separately agreed upon between the Borrower and such Issuing Bank equal to 0.25% on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable with respect to Letters each Letter of Credit issued by such Issuing Bank during the period from and including the Fourth Restatement Effective Closing Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any such LC 1821445.29\C072091\0303228 Exposure, as well as such the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or 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 on the fifteenth day following such last dayyear, commencing on the first such date to occur after the Fourth Restatement 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 any the Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower agrees to pay to the Administrative Agenteach Credit Party, for its own account, the fees and other amounts payable in connection herewith in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agentsuch Credit Party. (d) All fees and other amounts payable hereunder shall be paid on the dates due, in immediately available funds, funds to the Administrative Agent (or to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility fees commitment fees, undrawn fees, and participation fees, to the Lenders. 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 with a Commitment a facility fee, which fee shall accrue at the 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 Closing Date to but excluding the date on which such Commitment terminates; terminates provided that, if 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 on the fifteenth day following the such last day and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which the Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The 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 the same Applicable Rate used to determine the interest rate applicable to Term Benchmark 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 Restatement Effective Closing Date to but excluding the later of the date on which such ▇▇▇▇▇▇Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure Exposure, and (ii) to each Issuing Bank for its own account a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower and such Issuing Bank on the average daily 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 Restatement Effective Closing Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, 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 on the fifteenth day third Business Day following such last day, commencing on the first such date to occur after the Restatement 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 any Issuing Bank pursuant to this paragraph shall be payable within ten (10) 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 AgentAgent and the Arrangers, for its own accounttheir respective accounts, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agentapplicable party. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an any Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the 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 Revolving Lender a facility commitment fee, which shall accrue at the 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 Restatement Effective Date to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its 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 Business Day of March, June, September and December of each year shall be payable in arrears on the fifteenth day following the such last day and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any facility commitment fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. All facility commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The 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 Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Term Benchmark 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 Restatement Effective Date to but excluding the later of the date on which such ▇▇▇▇▇▇Revolving Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure Exposure, and (ii) to each the Issuing Bank for its own account a fronting fee, which shall accrue at the rate or rates of 0.125% per annum separately agreed upon between the Borrower and such Issuing Bank on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such the Issuing Bank during the period from and including the Restatement Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as such the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or 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 on the fifteenth day third (3rd) Business Day following such last day, commencing on the first such date to occur after the Restatement Effective Date; provided that all such fees shall be payable on 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 any the Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower Parent 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 Parent 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 the Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility commitment fees and participation fees, to the applicable Lenders. Fees paid shall not be refundable under any circumstances.