Common use of Fees Clause in Contracts

Fees. (a) 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 Tranche A Bank such Tranche A Bank’s pro rata share of the commitment fee (the “Tranche A Commitment Fee”) at the 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 Bank’s Tranche B Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche B Loans made by such Bank, provided that if such Bank continues to have any Revolving Credit Exposure after its Commitment terminates with respect thereto, then such 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 Bank ceases to have any Revolving Credit Exposure. 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 include the 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 corresponding Commitment Fee Payment Date, commencing on the first Commitment Fee Payment Date to occur after the date hereof. (c) Subject to the allocation requirements of Section 2.13, each Borrower severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent for its own account, quarterly in advance, on the Effective Date and on the 15th day of each July, October and January, its pro rata share of the non-refundable agent’s fee as agreed upon separately, by the Borrowers and the Administrative Agent. (d) The obligation of each Tranche A Borrower to pay the Tranche A Commitment Fee shall be ratable based on the proportion such Tranche A Borrower’s allocation as set forth in the Allocation Notice then in effect bears to the allocations of all Tranche A Borrowers, in the aggregate, as set forth in the Allocation Notice then in effect. The obligation of each Tranche B Borrower to pay 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 aggregate, as set forth in the Allocation Notice then in effect.

Fees. (a) Subject The Company agrees 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 Agent, in US Dollars, for the account of the office (or Affiliate) of each Tranche A Bank Lender from which such Tranche A Bank’s pro rata share of Lender would make Loans to the commitment fee (the “Tranche A Commitment Fee”) Company in US Dollars hereunder, a facility fee, which shall accrue at the rate of 0.10% per annum Applicable Rate on the daily amount by which of the aggregate amount Commitments of such Tranche A Bank’s Tranche A Commitment Amount exceeded Lender (whether used or unused) or, after the aggregate outstanding principal amount termination 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 FeeCommitments, the “Commitment Fees”) at the rate of 0.10% per annum on the daily amount by which the aggregate amount Revolving Credit Exposure of such Bank’s Tranche B Commitment Amount exceeded Lender, during the aggregate outstanding principal amount of period from and including the Tranche B Loans made by such BankEffective Date but excluding the Maturity Date; provided that, provided that if such Bank continues Lender shall continue to have any Revolving Credit Exposure after its Commitment terminates with respect theretothe Maturity Date, then such commitment facility fee shall continue to accrue on the daily amount of such BankLender’s Revolving Credit Exposure from and including the date on which its Commitment terminates Maturity Date to but excluding the date on which such Bank ceases Lender shall cease to have any Revolving Credit Exposure. 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 include the Effective Date but exclude the Termination Date. Accrued Commitment Fees facility fees shall be payable quarterly in arrears for the period ending on each Commitment Fee Accrual Date, payable on the corresponding Commitment Fee Payment last day of March, June, September and December of each year, on any date prior to the Maturity Date on which all the Commitments shall have terminated and on the Maturity Date, commencing on the first Commitment Fee Payment Date such date to occur after the Effective Date; provided that any facility fees accruing after the Maturity Date shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrowers agree to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to each such Lender’s participations in Letters of Credit, which fee shall accrue at the Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans on the daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date hereofon which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily aggregate amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (in each case excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or the processing of drawings thereunder. Participation fees and fronting fees accrued under this paragraph through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on any date on which the Commitments shall terminate and any such fees accruing after the date on which the Commitments shall have terminated shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees payable under this paragraph shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) Subject The Company agrees to the allocation requirements of Section 2.13, each Borrower severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent Agent, for its own account, quarterly fees payable in advance, on the Effective Date amounts and on at the 15th day of each July, October and January, its pro rata share of the non-refundable agent’s fee as times separately agreed upon separately, by between the Borrowers Company and the Administrative Agent. (d) The obligation of each Tranche A Borrower to pay the Tranche A Commitment Fee All fees payable hereunder shall be ratable based paid on the proportion such Tranche A Borrower’s allocation as set forth dates due, in the Allocation Notice then in effect bears immediately available funds, to the allocations of all Tranche A BorrowersPerson specified above for its own account or, in the aggregate, as set forth in the Allocation Notice then in effect. The obligation case of each Tranche B Borrower to pay 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 facility fees and participation fees paid to the allocations of all Tranche B BorrowersAgents, in for distribution to the aggregate, as set forth in the Allocation Notice then in effectLenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) Subject The Borrower agrees 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 Tranche A Bank such Tranche A Bank’s pro rata share of the commitment fee (the “Tranche A Commitment Fee”) Lender a facility fee, which shall accrue at the rate of 0.10% per annum Applicable Rate on the daily amount by which of the aggregate amount Commitment of such Tranche A Bank’s Tranche A Lender (whether used or unused) during the period from and including the Restatement Effective Date to but excluding the date on which such 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”terminates; and collectively with the Tranche A Commitment Feeprovided that, the “Commitment Fees”) at the rate of 0.10% per annum on the daily amount by which the aggregate amount of such Bank’s Tranche B Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche B Loans made by such Bank, provided that if such Bank Lender continues to have any Revolving Credit Exposure after its Commitment terminates with respect theretoterminates, then such commitment facility 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 Bank Lender ceases to have any Revolving Credit Exposure. For Facility fees accrued through and including the purpose last day of calculating the Commitment FeesMarch, Swing Line Advances shall not be considered to be outstanding Loans. (b) Commitment Fees shall accrue from June, September and include the Effective Date but exclude the Termination Date. Accrued Commitment Fees December of each year shall be payable quarterly in arrears for the period ending on each Commitment Fee Accrual Date, payable on the corresponding Commitment Fee Payment Datefifteenth day following the such last day and on the date on which the Commitments terminate, commencing on the first Commitment Fee Payment Date 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) Subject The Borrower agrees to the allocation requirements of Section 2.13, each Borrower severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent Agent, for its own account, quarterly fees payable in advance, on the Effective Date amounts and on at the 15th day of each July, October and January, its pro rata share of the non-refundable agent’s fee as times separately agreed upon separately, by between the Borrowers Borrower and the Administrative Agent. (d) The obligation of each Tranche A Borrower to pay the Tranche A Commitment Fee All fees payable hereunder shall be ratable based paid on the proportion such Tranche A Borrower’s allocation as set forth dates due, in the Allocation Notice then in effect bears immediately available funds, to the allocations of all Tranche A BorrowersAdministrative Agent (or to an Issuing Bank, in the aggregate, as set forth in the Allocation Notice then in effect. The obligation case of each Tranche B Borrower fees payable to pay 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 Borrowersit) for distribution, in the aggregatecase of facility fees and participation fees, as set forth in to the Allocation Notice then in effectLenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) Subject The Borrower agrees 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 Tranche A Bank such Tranche A Bank’s pro rata share of the commitment fee (the “Tranche A Commitment Fee”) Lender a facility fee, which shall accrue at the facility fee rate of 0.10% per annum determined pursuant to the Pricing Grid, on the daily amount by which of the aggregate amount Commitment of such Tranche A Bank’s Tranche A Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such 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”terminates; 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 Bank’s Tranche B Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche B Loans made by such Bank, provided that if such Bank a Lender continues to have any Revolving Credit Exposure after its Commitment terminates with respect theretoterminates, then such commitment facility fee shall continue to accrue on the daily amount of such BankLender’s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Bank Lender ceases to have any Revolving Credit Exposure. For Facility fees accrued through and including the purpose last day of calculating March, June, September and December of each year shall be payable in arrears on the 15th day following such last day, commencing on the first such date to occur after the Effective Date, and accrued facility fees shall also be due and payable on the date on which all Commitments shall have terminated; provided that any facility fees accruing on the Revolving Credit Exposure after the date on which a Commitment Fees, Swing Line Advances terminates shall not be considered to payable on demand. All facility fees shall be outstanding Loanscomputed on the basis of a 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) Commitment Fees The Borrower agrees to pay to the Administrative Agent, for its own account, fees in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. Such fees shall be fully earned when paid. (c) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Margin applicable to interest on Term SOFR Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and include including the Effective Date to but exclude excluding the Termination Datelater of the date on which the Commitments terminate and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Lender a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the portion of the LC Exposure attributable to Letters of Credit issued by such Issuing Lender (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which the Commitments terminate and the date on which there ceases to be any such LC Exposure, as well as each of such Issuing Lender’s standard fees with respect to the issuance, amendment or extension of any Letter of Credit or processing of drawings thereunder. Accrued Commitment Fees 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 for the period ending on each Commitment Fee Accrual Date, payable on the corresponding Commitment Fee Payment Date15th day following such last day, commencing on the first Commitment Fee Payment Date such date to occur after the Effective Date; provided that all such fees shall be payable on the date hereof. (c) Subject on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the allocation requirements of Issuing Lenders pursuant to this Section 2.13, each Borrower severally (and neither jointly nor jointly and severally5.07(c) shall pay to the Administrative Agent for its own account, quarterly in advance, be payable promptly after demand. All participation fees and fronting fees shall be computed on the Effective Date basis of a year of 360 days and on shall be payable for the 15th actual number of days elapsed (including the first day of each July, October and January, its pro rata share of but excluding the non-refundable agent’s fee as agreed upon separately, by the Borrowers and the Administrative Agentlast day). (d) The obligation of each Tranche A Borrower to pay the Tranche A Commitment Fee All fees payable hereunder shall be ratable based paid on the proportion such Tranche A Borrower’s allocation as set forth dates due, in the Allocation Notice then in effect bears immediately available funds, to the allocations of all Tranche A BorrowersAdministrative Agent or to the Issuing Lenders, as applicable, for distribution, in the aggregatecase of facility fees and participation fees, as set forth in the Allocation Notice then in effect. The obligation of each Tranche B Borrower to pay 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 aggregate, as set forth in the Allocation Notice then in effectLenders entitled thereto. Fees paid shall not be refundable under any circumstances.

Fees. a. During the initial term of this License Agreement, Licensee agrees to pay Licensor the following amount per Licensed Location per month: RCT RCT b. During the Option Period the Licensee agrees to pay Licensor the following amount per Licensed Location per month: RCT RCT c. The monthly amounts set forth above shall be subject to increase from time to time during the term of this Agreement and any extension hereof as follows. During the one-month period prior to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers pursuant to written contracts having a remaining duration of one year or more, or which may be paid pursuant to contracts under negotiation, for comparable store locations (a) Subject the "Comparable Rent"). If the Comparable Rent is greater than the fee provided for above by more than 5%, the monthly fee shall be increased to the allocation requirements Comparable Rent for the duration of the applicable period. d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly fees payable hereunder shall be adjusted accordingly. In the case of a New Location opened or acquired on or after RCT, the fees due pursuant to this Section 2.13, 4 with respect to such New Location shall be RCT fee during the Revolving Credit Period RCT period following the date such New Location is opened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken. In addition, in the event an Existing Location is closed for renovation for a period of RCT or more, the Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period shall not commence until all such actions have been taken. e. The above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law. f. In the event that (i) each Licensor should effect a material reduction in the hours of operation of the Tranche A Borrowers severally (and neither jointly nor jointly and severally) shall pay to Licensed Locations, considered as a whole, from the Administrative Agent for the account hours of each Tranche A Bank such Tranche A Bank’s pro rata share of the commitment fee (the “Tranche A Commitment Fee”) at the rate of 0.10% per annum operation in effect on the daily amount by which the aggregate amount date 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 this Agreement, or (ii) each there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Tranche B Borrowers severally (and neither jointly nor jointly and severally) Devices hereunder, the parties shall pay negotiate in good faith to arrive at an equitable adjustment to the Administrative Agent for the account of each Tranche B Bank such Tranche B Bank’s pro rata share terms 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 Bank’s Tranche B Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche B Loans made by such Bank, provided that if such Bank continues to have any Revolving Credit Exposure after its Commitment terminates with respect thereto, then such 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 Bank ceases to have any Revolving Credit Exposure. For the purpose of calculating the Commitment Fees, Swing Line Advances shall not be considered to be outstanding LoansAgreement. (b) Commitment Fees shall accrue from and include the 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 corresponding Commitment Fee Payment Date, commencing on the first Commitment Fee Payment Date to occur after the date hereof. (c) Subject to the allocation requirements of Section 2.13, each Borrower severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent for its own account, quarterly in advance, on the Effective Date and on the 15th day of each July, October and January, its pro rata share of the non-refundable agent’s fee as agreed upon separately, by the Borrowers and the Administrative Agent. (d) The obligation of each Tranche A Borrower to pay the Tranche A Commitment Fee shall be ratable based on the proportion such Tranche A Borrower’s allocation as set forth in the Allocation Notice then in effect bears to the allocations of all Tranche A Borrowers, in the aggregate, as set forth in the Allocation Notice then in effect. The obligation of each Tranche B Borrower to pay 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 aggregate, as set forth in the Allocation Notice then in effect.

Fees. (a) Subject The Borrower agrees 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 Tranche A Bank such Tranche A Bank’s pro rata share of the commitment fee (the “Tranche A Commitment Fee”) Lender, a facility fee, which shall accrue at the a rate of 0.10% per annum equal to the Applicable Margin on the daily amount by which of the aggregate amount Commitment of such Tranche A Bank’s Tranche A Lender (regardless of usage) during the period from and including the date on which this Agreement becomes effective pursuant to Section 10.6 to but excluding the date on which such 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”terminates; and collectively with the Tranche A Commitment Feeprovided that, the “Commitment Fees”) at the rate of 0.10% per annum on the daily amount by which the aggregate amount of such Bank’s Tranche B Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche B Loans made by such Bank, provided that if such Bank Lender continues to have any Revolving Credit Exposure after its Commitment terminates with respect theretoterminates, then such commitment facility fee shall continue to accrue on the daily amount of such BankLender’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 Bank Lender ceases to have any Revolving Credit Exposure. For Accrued facility fees shall be payable in arrears on the purpose last day of calculating March, June, September and December of each year, each date on which the Commitment FeesCommitments are permanently reduced and on the date on which the Commitments terminate, Swing Line Advances commencing on the first such date to occur after the Effective Date, provided that all unpaid facility fees shall not be considered to payable on the date on which the Commitments terminate and provided further that facility fees which accrue after the Commitments terminate shall be outstanding Loanspayable 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) Commitment Fees The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Margin 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 include including the Effective Date to but exclude excluding the Termination Datelater 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 each Issuing Bank on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as each Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Accrued Commitment Fees participation fees and fronting fees shall be payable quarterly in arrears for the period ending on each Commitment Fee Accrual Date, payable on the corresponding Commitment Fee Payment Datelast day of March, June, September and December of each year, commencing on the first Commitment Fee Payment Date such date to occur after the Effective Date; provided that all such fees shall be payable on the date hereofon 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 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) Subject The Borrower agrees to the allocation requirements of Section 2.13, each Borrower severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent each Credit Party, for its own account, quarterly fees and other amounts payable in advance, on the Effective Date amounts and on at the 15th day of each July, October and January, its pro rata share of the non-refundable agent’s fee as times separately agreed upon separately, by in writing between the Borrowers Borrower and the Administrative Agentsuch Credit Party. (d) The obligation of each Tranche A Borrower to pay the Tranche A Commitment Fee All fees and other amounts payable hereunder shall be ratable based paid on the proportion such Tranche A Borrower’s allocation as set forth in the Allocation Notice then in effect bears to the allocations of all Tranche A Borrowersdates due, in the aggregate, as set forth in the Allocation Notice then in effectimmediately available funds. The obligation of each Tranche B Borrower to pay the Tranche B Commitment Fee Fees and other amounts paid shall not 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 aggregate, as set forth in the Allocation Notice then in effectrefundable under any circumstances other than clearly demonstrable error.

Fees. (a) Subject The Borrower agrees 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 Tranche A Bank such Tranche A Bank’s pro rata share of the commitment fee (the “Tranche A Commitment Fee”) Lender a facility fee, which shall accrue at the rate of 0.10% per annum Applicable Rate on the daily amount by which of the aggregate amount Commitment of such Tranche A Bank’s Tranche A Lender (whether used or unused) during the period from and including the Closing Date to but excluding the date on which such 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”terminates; and collectively with the Tranche A Commitment Feeprovided that, the “Commitment Fees”) at the rate of 0.10% per annum on the daily amount by which the aggregate amount of such Bank’s Tranche B Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche B Loans made by such Bank, provided that if such Bank Lender continues to have any Revolving Credit Exposure after its Commitment terminates with respect theretoterminates, then such commitment facility fee shall continue to accrue on the daily amount of such Bank’s Lender's Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Bank Lender ceases to have any Revolving Credit Exposure. For Accrued facility fees shall be payable in arrears on the purpose last day of calculating March, June, September and December of each year, on the Commitment Fees, Swing Line Advances date of any voluntary termination of the Commitments and on the date on which all Loans become due and payable (by acceleration or otherwise); provided that any facility fees accruing after the date on which all Loans become due and payable shall not be considered to payable on demand. All facility fees shall be outstanding Loanscomputed on the basis of a 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) Commitment Fees shall accrue from and include the 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 corresponding Commitment Fee Payment Date, commencing on the first Commitment Fee Payment Date The Borrower agrees to occur after the date hereof. (c) Subject to the allocation requirements of Section 2.13, each Borrower severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent for the account of each Lender a utilization fee, which shall accrue at the Applicable Rate on the daily amount of the Revolving Credit Exposure of such Lender for each day on which the Revolving Credit Exposure of all Lenders exceeds 50% of the total Lenders' Commitments; provided that, if any Lender continues to have any Revolving Credit Exposure after its Commitment terminates then such utilization fee shall continue to accrue at the Applicable Rate on the entire amount of such Lender's Revolving Credit Exposure (whether or not the amount of such Revolving Credit Exposure exceeds 50% of such Lender's Commitment in effect prior to the Revolving Termination Date), from and including the date on which the Commitments terminate to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued utilization fees shall be payable in arrears on the last day of March, June, September and December of each year, on the date of any voluntary termination of the Commitments and on the date on which all Loans become due and payable (by acceleration or otherwise); provided that any utilization fees accruing after the date on which the Loans become due and payable 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 but excluding the last day). (c) The Borrower agrees to pay to the Administrative Agent, for its own account, quarterly fees payable in advance, on the Effective Date amounts and on at the 15th day of each July, October and January, its pro rata share of the non-refundable agent’s fee as times separately agreed upon separately, by between the Borrowers Borrower and the Administrative Agent. (d) The obligation of each Tranche A Borrower to pay the Tranche A Commitment Fee All fees payable hereunder shall be ratable based paid on the proportion such Tranche A Borrower’s allocation as set forth dates due, in the Allocation Notice then in effect bears immediately available funds, to the allocations of all Tranche A BorrowersAdministrative Agent for distribution, in the aggregatecase of facility fees and utilization fees, as set forth in the Allocation Notice then in effect. The obligation of each Tranche B Borrower to pay 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 aggregate, as set forth in the Allocation Notice then in effectLenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) Subject The Company agrees 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 Tranche A Bank such Tranche A Bank’s pro rata share of the commitment fee (the “Tranche A Commitment Fee”) Lender a facility fee, which shall accrue at the rate of 0.10% per annum Applicable Rate on the daily amount by which of the aggregate amount Commitment of such Tranche A Bank’s Tranche A Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such 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”terminates; 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 Bank’s Tranche B Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche B Loans made by such Bank, provided that if such Bank Lender continues to have any Revolving Credit Exposure after its Commitment terminates with respect theretoterminates, then such commitment facility fee shall continue to accrue on the daily amount of such BankLender’s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Bank Lender ceases to have any Revolving Credit Exposure. For Accrued facility fees shall be payable in arrears on the purpose last day of calculating March, June, September and December of each year, commencing on the Commitment Feesfirst such date to occur after the Effective Date, Swing Line Advances and on the date on which the Commitments shall not have terminated and the Lenders shall have no Revolving Credit Exposure; provided that facility fees accruing after the Commitments shall have terminated shall be considered to payable on demand. All facility fees shall be outstanding Loanscomputed on the basis of a 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) Commitment Fees 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 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 include including the Effective Date to but exclude excluding the Termination Datelater of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank a fronting fee, which shall accrue at 0.125% 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) during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Accrued Commitment Fees participation fees and fronting fees shall be payable quarterly in arrears for the period ending on each Commitment Fee Accrual Date, payable on the corresponding Commitment Fee Payment Datelast day of March, June, September and December of each year, commencing on the first Commitment Fee Payment Date such date to occur after the Effective Date; provided that all such fees shall be payable on the date hereofon 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 an Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) Subject The Company agrees to the allocation requirements of Section 2.13, each Borrower severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent Agent, for its own account, quarterly fees payable in advance, on the Effective Date amounts and on at the 15th day of each July, October and January, its pro rata share of the non-refundable agent’s fee as times separately agreed upon separately, by between the Borrowers Company and the Administrative Agent. (d) The obligation of each Tranche A Borrower to pay the Tranche A Commitment Fee All fees payable hereunder shall be ratable based paid on the proportion such Tranche A Borrower’s allocation as set forth dates due, in the Allocation Notice then in effect bears immediately available funds, to the allocations of all Tranche A BorrowersAdministrative Agent (or to the Issuing Banks, in the aggregate, as set forth in the Allocation Notice then in effect. The obligation case of each Tranche B Borrower fees payable to pay 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 Borrowersit) for distribution, in the aggregatecase of facility fees and Letter of Credit participation fees, as set forth in to the Allocation Notice then in effectPersons entitled thereto. Fees paid shall not be refundable under any circumstances.

Fees. (a) Subject The Borrower agrees 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 Tranche A Bank such Tranche A Bank’s pro rata share of the commitment fee (the “Tranche A Commitment Fee”) Lender a facility fee, which shall accrue at the rate of 0.10% per annum Applicable Rate on the daily amount by which of the aggregate amount then effective Commitment of such Tranche A Bank’s Tranche A Lender (whether used or unused) during the period from and including the Closing Date to but excluding the date on which such 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”expires or is terminated; and collectively with the Tranche A Commitment Feeprovided that, the “Commitment Fees”) at the rate of 0.10% per annum on the daily amount by which the aggregate amount of such Bank’s Tranche B Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche B Loans made by such Bank, provided that if such Bank Lender continues to have any Revolving Credit Exposure after its Commitment terminates with respect theretoor expires, then such commitment facility fee shall continue to accrue on the daily amount of such BankLender’s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Bank Lender ceases to have any Revolving Credit Exposure. For the purpose of calculating the Commitment Fees, Swing Line Advances shall not be considered Accrued facility fees with respect to be outstanding Loans. (b) Commitment Fees shall accrue from and include the Effective Date but exclude the Termination Date. Accrued Commitment Fees each Lender shall be payable quarterly in arrears for the period ending on each Commitment Fee Accrual Date, payable on the corresponding last day of March, June, September and December of each year and on the date on which the Commitment Fee Payment Dateof such Lender terminates or expires, commencing on the first Commitment Fee Payment Date such date to occur after the date hereof; provided that any facility fees accruing after the date on which the Commitment of such Lender terminates or expires shall be payable on demand. All facility fees shall be computed on the basis of a year of 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 Applicable Rate applicable to 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 Closing Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate 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) relating to the Letters of Credit issued by such Issuing Bank during the period from and including the Closing Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any such LC Exposure, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or 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 third Business Day following such last day, commencing on the first such date to occur after the Closing Date; provided that all such fees shall be payable on the date on which 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 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 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) Subject The Borrower agrees to the allocation requirements of Section 2.13, each Borrower severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent Agent, for its own account, quarterly fees payable in advance, on the Effective Date amounts and on at the 15th day of each July, October and January, its pro rata share of the non-refundable agent’s fee as times separately agreed upon separately, by between the Borrowers Borrower and the Administrative Agent. (d) The obligation of each Tranche A Borrower to pay the Tranche A Commitment Fee All fees payable hereunder shall be ratable based paid on the proportion such Tranche A Borrower’s allocation as set forth dates due, in the Allocation Notice then in effect bears immediately available funds, to the allocations of all Tranche A BorrowersAdministrative Agent (or to an Issuing Bank, in the aggregate, as set forth in the Allocation Notice then in effect. The obligation case of each Tranche B Borrower fees payable to pay 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 Borrowersit) for distribution, in the aggregatecase of facility fees and participation fees, as set forth in to the Allocation Notice then in effectLenders. Fees paid shall not be refundable under any circumstances.

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

Fees. (a) Subject The Borrower agrees to the allocation requirements of Section 2.13, during the Revolving Credit Period pay (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 Tranche A Bank such Tranche A Bank’s pro rata share Lender a participation fee with respect to its participations in each Letter of the commitment fee (the “Tranche A Commitment Fee”) Credit, which shall accrue at the rate Participation Fee Rate set forth in the definition of 0.10% per annum “Applicable Rate” 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 Bank’s Tranche B Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche B Loans made by such Bank, provided that if such Bank continues to have any Revolving Credit Exposure after its Commitment terminates with respect thereto, then such commitment fee shall continue to accrue on the average daily amount of such BankLender’s Revolving Credit LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date on which its Commitment terminates Effective Date to but excluding the later of the date on which such Bank Lender’s Commitment terminates and the date on which such Lender ceases to have any Revolving Credit LC Exposure. For , and (ii) to the purpose Issuing Bank for its own account a fronting fee, which shall accrue at the Fronting Fee Rate set forth in the definition of calculating “Applicable Rate” on the Commitment Fees, Swing Line Advances shall not be considered average daily amount of that portion of the LC Exposure attributable to the Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be outstanding Loansany LC Exposure attributable to the Issuing Bank, as well as the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of each Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on such last day, commencing on the first such date to occur after the Effective Date; provided, that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last). (b) Commitment Fees shall accrue from and include the 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 corresponding Commitment Fee Payment Date, commencing on the first Commitment Fee Payment Date The Borrower agrees to occur after the date hereof. (c) Subject to the allocation requirements of Section 2.13, each Borrower severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent Agent, for its own account, quarterly fees payable in advance, on the Effective Date amounts and on at the 15th day of each July, October and January, its pro rata share of the non-refundable agent’s fee as times separately agreed upon separately, by between the Borrowers Borrower and the Administrative Agent. (dc) The obligation of each Tranche A Borrower to pay the Tranche A Commitment Fee All fees payable hereunder shall be ratable based paid in Dollars on the proportion such Tranche A Borrower’s allocation as set forth dates due, in the Allocation Notice then in effect bears immediately available funds, to the allocations of all Tranche A BorrowersAdministrative Agent (or to the Issuing Bank, in the aggregate, as set forth in the Allocation Notice then in effect. The obligation case of each Tranche B Borrower fees payable to pay 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 Borrowersit) for distribution, in the aggregatecase of participation fees, as set forth in to the Allocation Notice then in effectLenders. Fees paid shall not be refundable under any circumstances.

Fees. The Borrower agrees to pay (aA) 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 Tranche A Bank such Tranche A Bank’s pro rata share of the commitment Revolving Lender a participation fee (the “Tranche A Commitment LC Fee”) with respect to its participations in Letters of Credit, which shall accrue at the rate of 0.10% a per annum rate equal to the Applicable Margin then in effect with respect to Revolving Loans that are Eurodollar Loans on the daily amount by which the aggregate face amount of such Tranche A Bank’s Tranche A Commitment Amount exceeded Letters of Credit during 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 Bank’s Tranche B Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche B Loans made by such Bank, provided that if such Bank continues to have any Revolving Credit Exposure after its Commitment terminates with respect thereto, then such commitment fee shall continue to accrue on the daily amount of such Bank’s Revolving Credit Exposure period from and including the date on which its Commitment terminates Effective Date to but excluding the later of the date on which such Bank Lender’s Commitment terminates and the date on which such Lender ceases to have any Revolving Credit LC Exposure. For the purpose of calculating the Commitment Fees, Swing Line Advances shall not be considered and (B) to be outstanding Loans. (b) Commitment Fees each LC Issuer a fronting fee, which shall accrue at the rate per annum separately agreed upon (but no more than 0.125% per annum) between the Borrower and such LC Issuer on the average daily amount of the LC Exposure with respect to Letters of Credit issued by such LC Issuer (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and include including the Effective Date to but exclude excluding the Termination Datelater of the date of termination of the Revolving Credit Commitments and the date on which there ceases to be any LC Exposure, as well as such LC Issuer’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Accrued Commitment LC 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 for the period ending on each Commitment Fee Accrual Date, payable on the corresponding Commitment Fee Payment Datethird Business Day following such last day, commencing on the first Commitment Fee Payment Date such date to occur after the Effective Date; provided that all such fees shall be payable on the date hereof. (c) Subject on which the Revolving Credit Commitments terminate and any such fees accruing after the date on which the Revolving Credit Commitments terminate shall be payable on demand. Any other fees payable to the allocation requirements of Section 2.13, each Borrower severally (LC Issuers pursuant to this paragraph shall be payable within 30 days after demand. All LC Fees and neither jointly nor jointly and severally) fronting fees shall pay to the Administrative Agent for its own account, quarterly in advance, be computed on the Effective Date basis of a year of 360 days and on the 15th day of each July, October and January, its pro rata share of the non-refundable agent’s fee as agreed upon separately, by the Borrowers and the Administrative Agent. (d) The obligation of each Tranche A Borrower to pay the Tranche A Commitment Fee shall be ratable based on payable for the proportion such Tranche A Borrower’s allocation as set forth in actual number of days elapsed (including the Allocation Notice then in effect bears to first day but excluding the allocations of all Tranche A Borrowers, in the aggregate, as set forth in the Allocation Notice then in effect. The obligation of each Tranche B Borrower to pay 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 aggregate, as set forth in the Allocation Notice then in effectlast day).

Fees. (a) Subject The Borrower agrees 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 Tranche A Bank such Tranche A Bank’s pro rata share of the Lender a commitment fee (the “Tranche A Commitment Fee”) fee, which shall accrue at the rate of 0.10% per annum Applicable Rate on the daily amount by which the aggregate amount Available Revolving Commitment of such Tranche A Bank’s Tranche A Lender during the period from and including the Effective Date to but excluding the date on which such 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”terminates; and collectively with the Tranche A Commitment Feeprovided that, the “Commitment Fees”) at the rate of 0.10% per annum on the daily amount by which the aggregate amount of such Bank’s Tranche B Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche B Loans made by such Bank, provided that if such Bank Lender continues to have any Revolving Credit Exposure after its Commitment terminates with respect theretoterminates, then such commitment fee shall continue to accrue on the daily amount of such BankLender’s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Bank Lender ceases to have any Revolving Credit Exposure. 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 include the Effective Date but exclude the Termination Date. Accrued Commitment Fees commitment fees shall be payable quarterly in arrears for the period ending on each Commitment Fee Accrual Date, payable on the corresponding Commitment Fee Payment Datelast day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first Commitment Fee Payment Date such date to occur after the date hereof; provided that any commitment fees accruing after the date on which the Commitments terminate shall be payable on demand. 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) 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 Eurocurrency Revolving Loans on the average daily Dollar Amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to the relevant Issuing Bank for its own account a fronting fee, which shall accrue at a rate per annum separately agreed upon by the Borrower and such Issuing Bank on the average daily Dollar Amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the 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. 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 third (3rd) Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to 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) Subject The Borrower agrees to the allocation requirements of Section 2.13, each Borrower severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent Agent, for its own account, quarterly fees payable in advance, on the Effective Date amounts and on at the 15th day of each July, October and January, its pro rata share of the non-refundable agent’s fee as times separately agreed upon separately, by between the Borrowers Borrower and the Administrative Agent. (d) The obligation of each Tranche A Borrower to pay the Tranche A Commitment Fee All fees payable hereunder shall be ratable based paid on the proportion such Tranche A Borrower’s allocation dates due, in Dollars (except as set forth otherwise expressly provided in the Allocation Notice then in effect bears this Section 2.12) and immediately available funds, to the allocations of all Tranche A BorrowersAdministrative Agent (or to each Issuing Bank, in the aggregate, as set forth in the Allocation Notice then in effect. The obligation case of each Tranche B Borrower fees payable to pay 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 Borrowersit) for distribution, in the aggregatecase of commitment fees and participation fees, as set forth in to the Allocation Notice then in effectLenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) Subject The Company agrees 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 Tranche A Bank such Tranche A Bank’s pro rata share of the commitment fee (the “Tranche A Commitment Fee”) Lender a facility fee, which shall accrue at the rate of 0.10% per annum Applicable Rate on the daily amount by which of the aggregate amount Revolving Commitment of such Tranche A Bank’s Tranche A Lender (whether used or unused) during the period from and including the date of this Agreement to but excluding the date on which such Revolving 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”terminates; and collectively with the Tranche A Commitment Feeprovided that, the “Commitment Fees”) at the rate of 0.10% per annum on the daily amount by which the aggregate amount of such Bank’s Tranche B Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche B Loans made by such Bank, provided that if such Bank Lender continues to have any Revolving Credit Exposure after its Revolving Commitment terminates with respect theretoterminates, then such commitment facility fee shall continue to accrue on the daily amount of such BankLender’s Revolving Credit Exposure from and including the date on which its Revolving Commitment terminates to but excluding the date on which such Bank Lender ceases to have any Revolving Credit Exposure. For The Administrative Agent will give the purpose Company three Business Days’ notice of calculating the Commitment Fees, Swing Line Advances shall not be considered to be outstanding Loans. (b) Commitment Fees shall accrue from and include amount of the Effective Date but exclude the Termination Datefacility fee payable on each payment date. Accrued Commitment Fees facility fees shall be payable quarterly in arrears for the period ending on each Commitment Fee Accrual Date, payable on the corresponding Commitment Fee Payment Datelast day of March, June, September and December of each year and on the date on which the Revolving Commitments terminate, commencing on the first Commitment Fee Payment Date 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 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 Eurocurrency Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate agreed upon between 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) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the 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 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) Subject The Company agrees to the allocation requirements of Section 2.13, each Borrower severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent Agent, for its own account, quarterly fees payable in advance, on Dollars in the Effective Date amounts and on at the 15th day of each July, October and January, its pro rata share of the non-refundable agent’s fee as times separately agreed upon separately, by between the Borrowers Company and the Administrative Agent. (d) The obligation of each Tranche A Borrower to pay the Tranche A Commitment Fee All fees payable hereunder shall be ratable based paid on the proportion such Tranche A Borrower’s allocation as set forth dates due, in the Allocation Notice then in effect bears immediately available funds, to the allocations of all Tranche A BorrowersAdministrative Agent (or to any Issuing Bank, in the aggregate, as set forth in the Allocation Notice then in effect. The obligation case of each Tranche B Borrower fees payable to pay 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 Borrowersit) for distribution, in the aggregatecase of facility fees and participation fees, as set forth in to the Allocation Notice then in effectapplicable Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) Subject The Borrower agrees 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 Tranche A Bank such Tranche A Bank’s pro rata share of the commitment fee (the “Tranche A Commitment Fee”) Lender a facility fee, which shall accrue at the rate of 0.10% per annum Applicable Rate on the daily amount by which of the aggregate amount Commitment of such Tranche A Bank’s Tranche A Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such 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”terminates; and collectively with the Tranche A Commitment Feeprovided that, the “Commitment Fees”) at the rate of 0.10% per annum on the daily amount by which the aggregate amount of such Bank’s Tranche B Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche B Loans made by such Bank, provided that if such Bank Lender continues to have any Revolving Credit Exposure or Term Loans after its Commitment terminates with respect theretoterminates, then such commitment facility fee shall continue to accrue on the daily amount of such BankLender’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 Bank Lender ceases to have any Revolving Credit Exposure. For the purpose of calculating the Commitment Fees, Swing Line Advances shall not be considered to be outstanding Exposure or Term Loans. (b) Commitment Fees shall accrue from and include the Effective Date but exclude the Termination Date. Accrued Commitment Fees facility fees shall be payable quarterly in arrears for the period ending on each Commitment Fee Accrual Date, payable on the corresponding Commitment Fee Payment Datelast day of March, June, September and December of each year and on the date on which the Commitments terminate and the Term Loans are repaid, commencing on the first Commitment Fee Payment Date 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). (cb) Subject The Borrower agrees to the allocation requirements of Section 2.13, each Borrower severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent for the account of each Lender a utilization fee in an amount equal to 0.05% on the aggregate principal amount of the Loans outstanding for each day on which the sum of such Loans and the loans outstanding under the Five-Year Credit Agreement equal or exceed 50% of the sum of 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 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 the last day of March, June, September and December of each year and on the date on which the Commitments terminate and the Term Loans are repaid, commencing on the first such date to occur after the date hereof; provided that any utilization fees accruing other than on Term Loans after the date in which 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). (c) The Borrower agrees to pay to the Administrative Agent, for its own account, quarterly fees payable in advance, on the Effective Date amounts and on at the 15th day of each July, October and January, its pro rata share of the non-refundable agent’s fee as times separately agreed upon separately, by between the Borrowers Borrower and the Administrative Agent. (d) The obligation of each Tranche A Borrower to pay the Tranche A Commitment Fee All fees payable hereunder shall be ratable based paid on the proportion such Tranche A Borrower’s allocation as set forth dates due, in the Allocation Notice then in effect bears immediately available funds, to the allocations of all Tranche A BorrowersAdministrative Agent for distribution, in the aggregate, as set forth in the Allocation Notice then in effect. The obligation case of each Tranche B Borrower to pay 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 facility fees to the allocations of all Tranche B Borrowers, in the aggregate, as set forth in the Allocation Notice then in effectLenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) Subject The Company agrees 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 Agent, in US Dollars, for the account of each Tranche A Bank such Tranche A Bank’s pro rata share of the commitment fee (the “Tranche A Commitment Fee”) Lender, a facility fee, which shall accrue at the rate of 0.10% per annum Applicable Rate on the daily amount by which the aggregate amount of each Commitment of such Tranche A Bank’s Tranche A Lender, whether used or unused, during the period from and including the Effective Date to but excluding the date on which such 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”terminates; and collectively with the Tranche A Commitment Feeprovided that, the “Commitment Fees”) at the rate of 0.10% per annum on the daily amount by which the aggregate amount of such Bank’s Tranche B Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche B Loans made by such Bank, provided that if such Bank any Lender continues to have any Revolving Credit Exposure under any Tranche after its Commitment terminates with respect theretoof such Tranche terminates, then such commitment facility fee shall continue to accrue on the daily amount of such BankLender’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 Bank Lender ceases to have any Revolving Credit ExposureExposure under such Tranche. For Accrued facility fees shall be payable in arrears on the purpose first day of calculating January, April, July and October of each year, commencing on the Commitment Feesfirst such date to occur after the Effective Date and, Swing Line Advances with respect to the Commitments of any Tranche, on the date on which the Commitments of such Tranche shall not 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 considered to payable on demand. All facility fees shall be outstanding Loanscomputed on the basis of a 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) Commitment Fees The Company agrees to pay (i) to the Administrative 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 Applicable Rate used to determine the interest rate applicable to LIBOR Revolving Loans, on the daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and include including the Effective Date to but exclude excluding the Termination Datelater of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to each Issuing Bank a fronting fee, which shall accrue at a rate per annum separately agreed upon between the Company and the applicable Issuing Bank on the 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 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 each Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Accrued Commitment Fees 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 quarterly in arrears for the period ending on each Commitment Fee Accrual Date, payable on the corresponding Commitment Fee Payment Datethird Business Day following such last day, commencing on the first Commitment Fee Payment Date such date to occur after the Effective Date; provided that all such fees shall be payable on the date hereofon which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Banks pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) Subject Each Canadian Borrowing Subsidiary agrees to the allocation requirements of Section 2.13, each Borrower severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent Agent, for the account of each Tranche One Lender, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted and purchased hereunder, in Canadian Dollars, an acceptance fee computed by multiplying the aggregate face amount of the B/As accepted by such Lender on such date by the product of (i) the Applicable Rate (being the applicable “B/A Stamping Fee” set forth in the definition of such term) on such date and (ii) a fraction, the numerator of which is the number of days in the Contract Period applicable to such B/As and the denominator of which is 365. (d) The Company agrees to pay to the Administrative Agent, for its own account, quarterly fees payable in advance, on the Effective Date amounts and on at the 15th day of each July, October and January, its pro rata share of the non-refundable agent’s fee as times separately agreed upon separately, by between the Borrowers Company and the Administrative Agent. (de) The obligation All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent or to the Issuing Banks (in the case of each Tranche A Borrower fees payable to pay them) for distribution (i) in the case of facility fees, to the Lenders and (ii) in the case of the participation fees, to the Tranche A Commitment Fee shall be ratable based on the proportion such One Lenders or Tranche A Borrower’s allocation Two Lenders, as set forth applicable and (iii) in the Allocation Notice then in effect bears case of acceptance fees, to the allocations of all Tranche A Borrowers, in the aggregate, as set forth in the Allocation Notice then in effectOne Lenders. The obligation of each Tranche B Borrower to pay the Tranche B Commitment Fee Fees paid shall not 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 aggregate, as set forth in the Allocation Notice then in effectrefundable under any circumstances.

Fees. (a) Subject The Company agrees 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 Tranche A Bank such Tranche A Bank’s pro rata share of the commitment fee (the “Tranche A Commitment Fee”) Lender a facility fee, which shall accrue at the rate of 0.10% per annum Applicable Rate on the daily amount by which of the aggregate amount Facility Commitment of such Tranche A Bank’s Tranche A Lender (whether used or unused) during the period from and including the date hereof to but excluding the date on which such Facility 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”terminates; and collectively with the Tranche A Commitment Feeprovided that, the “Commitment Fees”) at the rate of 0.10% per annum on the daily amount by which the aggregate amount of such Bank’s Tranche B Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche B Loans made by such Bank, provided that if such Bank Lender continues to have any Revolving Credit Exposure or Competitive Loan Exposure after its Facility Commitment terminates with respect theretoterminates, then such commitment facility fee shall continue to accrue on the daily amount of such BankLender’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 Bank Lender ceases to have any Revolving Credit Exposure. For Exposure or Competitive Loan Exposure (the purpose of calculating the Commitment “Facility Fees, Swing Line Advances shall not be considered to be outstanding Loans. (b) Commitment Fees shall accrue from and include the Effective Date but exclude the Termination Date”). Accrued Commitment Facility Fees shall be payable quarterly in arrears for the period ending on each Commitment Fee Accrual Date, payable on the corresponding Commitment Fee Payment Datelast day of March, June, September and December of each year and on the date on which the Facility Commitments terminate, commencing on the first Commitment Fee Payment Date such date to occur after the date hereof; provided that any Facility Fees accruing after the date on which the Facility 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 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 Eurodollar Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Facility Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Lender a fronting fee, which shall accrue daily on the aggregate amount then available for drawing under all Letters of Credit issued by such Issuing Lender at such rate per annum as may be mutually agreed between the Company and such Issuing Lender from time to time, as well as the Issuing Lender’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lender pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) Subject The Company agrees to the allocation requirements of Section 2.13, each Borrower severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent Agent, for its own account, quarterly fees payable in advance, on the Effective Date amounts and on at the 15th day of each July, October and January, its pro rata share of the non-refundable agent’s fee as times separately agreed upon separately, by between the Borrowers Company and the Administrative Agent. (d) The obligation of each Tranche A Borrower to pay the Tranche A Commitment Fee All fees payable hereunder shall be ratable based paid on the proportion such Tranche A Borrower’s allocation as set forth dates due, in the Allocation Notice then in effect bears immediately available funds, to the allocations of all Tranche A BorrowersAdministrative Agent for distribution, in the aggregatecase of facility fees, as set forth in the Allocation Notice then in effect. The obligation of each Tranche B Borrower to pay 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 aggregate, as set forth in the Allocation Notice then in effectLenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) Subject The Borrower agrees 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 Tranche A Bank such Tranche A Bank’s pro rata share of the commitment fee (the “Tranche A Commitment Fee”) Lender, a facility fee, which shall accrue at the a rate of 0.10% per annum equal to the Applicable Margin on the daily amount by which of the aggregate amount Commitment of such Tranche A Bank’s Tranche A Lender (regardless of usage) 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 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”terminates; and collectively with the Tranche A Commitment Feeprovided that, the “Commitment Fees”) at the rate of 0.10% per annum on the daily amount by which the aggregate amount of such Bank’s Tranche B Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche B Loans made by such Bank, provided that if such Bank Lender continues to have any Revolving Credit Exposure after its Commitment terminates with respect theretoterminates, then such commitment facility fee shall continue to accrue on the daily amount of such BankLender’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 Bank Lender ceases to have any Revolving Credit Exposure. For Accrued facility fees shall be payable in arrears on the purpose last day of calculating March, June, September and December of each year, each date on which the Commitment FeesCommitments are permanently reduced and on the date on which the Commitments terminate, Swing Line Advances commencing on the first such date to occur after the First Restatement Date, provided that all unpaid facility fees shall not be considered to payable on the date on which the Commitments terminate and provided further that facility fees which accrue after the Commitments terminate shall be outstanding Loanspayable 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) Commitment Fees The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Margin 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 include including the First Restatement Effective Date to but exclude excluding the Termination Datelater 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 for its own account a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower and the Issuing Bank on the average daily amount of the 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 of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Accrued Commitment Fees participation fees and fronting fees shall be payable quarterly in arrears for the period ending on each Commitment Fee Accrual Date, payable on the corresponding Commitment Fee Payment Datelast day of March, June, September and December of each year, commencing on the first Commitment Fee Payment Date such date to occur after the First Restatement Date; provided that all such fees shall be payable on the date hereofon which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within ten days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) Subject The Borrower agrees to the allocation requirements of Section 2.13, each Borrower severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent each Credit Party, for its own account, quarterly fees and other amounts payable in advance, on the Effective Date amounts and on at the 15th day of each July, October and January, its pro rata share of the non-refundable agent’s fee as times separately agreed upon separately, by in writing between the Borrowers Borrower and the Administrative Agentsuch Credit Party. (d) The obligation of each Tranche A Borrower to pay the Tranche A Commitment Fee All fees and other amounts payable hereunder shall be ratable based paid on the proportion such Tranche A Borrower’s allocation as set forth in the Allocation Notice then in effect bears to the allocations of all Tranche A Borrowersdates due, in the aggregate, as set forth in the Allocation Notice then in effectimmediately available funds. The obligation of each Tranche B Borrower to pay the Tranche B Commitment Fee Fees and other amounts paid shall not 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 aggregate, as set forth in the Allocation Notice then in effectrefundable under any circumstances.

Fees. (a) Subject The Company agrees 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 Tranche A Bank such Tranche A Bank’s pro rata share of the Revolving Lender a commitment fee (the “Tranche A Commitment Fee”) fee, which shall accrue at the rate of 0.10% per annum Applicable Rate on the daily amount by which of the aggregate amount Available Revolving Commitment of such Tranche A Bank’s Tranche A Lender during the period from and including the Original Effective Date to but excluding the date on which such 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”terminates; and collectively with the Tranche A Commitment Feeprovided that, the “Commitment Fees”) at the rate of 0.10% per annum on the daily amount by which the aggregate amount of such Bank’s Tranche B Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche B Loans made by such Bank, provided that if such Bank Lender continues to have any Revolving Credit Exposure after its Revolving Commitment terminates with respect theretoterminates, then such commitment fee shall continue to accrue on the daily amount of such BankLender’s Revolving Credit Exposure from and including the date on which its Revolving Commitment terminates to but excluding the date on which such Bank Lender ceases to have any Revolving Credit Exposure. For Accrued commitment fees shall be payable in arrears on the purpose last day of calculating March, June, September and December of each year and on the Commitment Feesdate on which the Revolving Commitments terminate, Swing Line Advances commencing on the first such date to occur after the Original Effective Date. All commitment fees shall not be considered to computed on the basis of a year of 360 days and shall be outstanding Loanspayable for the actual number of days elapsed (including the first day but excluding the last day). (b) Commitment Fees The 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 Eurocurrency Revolving Loans on the average daily Dollar Amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and include including the Original Effective Date to but exclude excluding the Termination Datelater 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 of 0.125% per annum on the average daily Dollar Amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Bank during the period from and including the 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. Accrued Commitment Fees 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 for the period ending on each Commitment Fee Accrual Date, payable on the corresponding Commitment Fee Payment Datethird (3rd) Business Day following such last day, commencing on the first Commitment Fee Payment Date such date to occur after the Original Effective Date; provided that all such fees shall be payable on the date hereofon which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the Issuing 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) Subject The Company agrees to the allocation requirements of Section 2.13, each Borrower severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent Agent, for its own account, quarterly fees payable in advance, on the Effective Date amounts and on at the 15th day of each July, October and January, its pro rata share of the non-refundable agent’s fee as times separately agreed upon separately, by between the Borrowers Company and the Administrative Agent. (d) The obligation of each Tranche A Borrower to pay the Tranche A Commitment Fee All fees payable hereunder shall be ratable based paid on the proportion such Tranche A Borrower’s allocation dates due, in Dollars (except as set forth otherwise expressly provided in the Allocation Notice then in effect bears this Section 2.12) and immediately available funds, to the allocations of all Tranche A BorrowersAdministrative Agent (or to any Issuing Bank, in the aggregate, as set forth in the Allocation Notice then in effect. The obligation case of each Tranche B Borrower fees payable to pay 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 Borrowersit) for distribution, in the aggregatecase of commitment fees and participation fees, as set forth in to the Allocation Notice then in effectapplicable Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) Subject The Borrower agrees 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 Tranche A Bank such Tranche A Bank’s pro rata share of the commitment Lender a facility fee (the a “Tranche A Commitment Facility Fee”) ), which shall accrue at the rate of 0.10% per annum Applicable Rate on the daily amount by which of the aggregate amount Commitment of such Tranche A Bank’s Tranche A Lender (whether used or unused) during the period from and including the Availability Date to but excluding the date on which such 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”terminates; and collectively with the Tranche A Commitment Feeprovided that, the “Commitment Fees”) at the rate of 0.10% per annum on the daily amount by which the aggregate amount of such Bank’s Tranche B Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche B Loans made by such Bank, provided that if such Bank Lender continues to have any Revolving Credit Exposure after its Commitment terminates with respect theretoterminates, then such commitment fee Facility Fee shall continue to accrue on the daily amount of such BankLender’s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Bank Lender ceases to have any Revolving Credit Exposure. 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 include the Effective Date but exclude the Termination Date. Accrued Commitment Facility Fees shall be payable quarterly in arrears for the period ending on each Commitment Fee Accrual Date, payable on the corresponding Commitment Fee Payment Datelast day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first Commitment Fee Payment Date 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 to the Administrative Agent (i) for the account of each Lender a participation fee with respect to its participations in Letters of Credit (an “LC Participation Fee”), which shall accrue at the Applicable Rate used to determine interest on Eurodollar Revolving Loans on the daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Availability Date 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) for the account of each Issuing Bank, a fronting fee (a “Fronting Fee”), which shall accrue at a rate equal to 0.15% per annum (or, with respect to any Issuing Bank, such lesser amount as may be agreed between such Issuing Bank and the Borrower) and be payable on the 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) during the period from and including the Availability Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. LC 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 15th day of the month following such last day (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 date 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 an Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All LC 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) Subject The Borrower agrees to pay to the allocation requirements Administrative Agent and each of Section 2.13the Lenders, for their own accounts, fees payable in the amounts and at the times separately agreed upon between the Borrower and such other parties. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of Facility Fees and LC Participation Fees, to the Lenders. 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 severally (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 neither jointly 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 jointly 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 severallythe 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 own account, quarterly in advance, on the Effective Date and on the 15th day of each July, October and January, its pro rata share account of the non-refundable agent’s fee as agreed upon separately, by applicable Issuing Banks and/or the Borrowers and account of the Administrative Agent. (d) The obligation of each Tranche A Borrower to pay the Tranche A Commitment Fee shall be ratable based on the proportion such Tranche A Borrower’s allocation as set forth in the Allocation Notice then in effect bears to the allocations of all Tranche A Borrowers, in the aggregateLenders, as set forth in applicable) the Allocation Notice then in effect. The obligation amount of each Tranche B Borrower to pay the Tranche B Commitment Fee shall be ratable based on the proportion any such Tranche B Borrower’s allocation as set forth in the Allocation Notice then in effect bears to the allocations deficiency within two Business Days of all Tranche B Borrowers, in the aggregate, as set forth in the Allocation Notice then in effectdemand therefor.

Fees. (a) Subject The Borrowers agree 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 Tranche A Bank such Tranche A Bank’s pro rata share of the commitment fee (the “Tranche A Commitment Fee”) Lender a facility fee, which shall accrue at the rate of 0.10% per annum Applicable Rate on the daily amount by which of the aggregate amount Commitment of such Tranche A Bank’s Tranche A Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such 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”terminates; and collectively with the Tranche A Commitment Feeprovided that, the “Commitment Fees”) at the rate of 0.10% per annum on the daily amount by which the aggregate amount of such Bank’s Tranche B Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche B Loans made by such Bank, provided that if such Bank Lender continues to have any Revolving Credit Exposure after its Commitment terminates with respect theretoterminates, then such commitment facility fee shall continue to accrue on the daily amount of such BankLender’s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Bank Lender ceases to have any Revolving Credit Exposure. 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 include the Effective Date but exclude the Termination Date. Accrued Commitment Fees facility fees shall be payable quarterly in arrears for the period ending on each Commitment Fee Accrual Date, payable on the corresponding Commitment Fee Payment Datelast day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first Commitment Fee Payment Date 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 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 Eurocurrency Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which 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, which shall accrue at the rate of 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder; 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 third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this subsection shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) Subject The Borrowers agree to the allocation requirements of Section 2.13, each Borrower severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent Agent, for its own account, quarterly fees payable in advance, on the Effective Date amounts and on at the 15th day of each July, October and January, its pro rata share of the non-refundable agent’s fee as times separately agreed upon separately, in writing by the Borrowers Company and the Administrative Agent. (d) The obligation of each Tranche A Borrower to pay the Tranche A Commitment Fee All fees payable hereunder shall be ratable based paid on the proportion such Tranche A Borrower’s allocation as set forth dates due, in the Allocation Notice then immediately available funds in effect bears U.S. Dollars, to the allocations of all Tranche A BorrowersAdministrative Agent (or to the Issuing Bank, in the aggregate, as set forth in the Allocation Notice then in effect. The obligation case of each Tranche B Borrower fees payable to pay 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 Borrowersit) for distribution, in the aggregatecase of facility fees and participation fees, as set forth in to the Allocation Notice then in effectLenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) Subject The Borrower agrees 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 Tranche A Bank such Tranche A Bank’s pro rata share Revolving Lender, on the last Business Day of each fiscal quarter (commencing on the last Business Day of the first full fiscal quarter after the Closing Date) and on the date on which the Revolving Commitments of all the Revolving Lenders shall be terminated as provided herein, a commitment fee (the a “Tranche A Commitment Fee”) at the rate of 0.10% per annum on the daily amount by of the applicable Available Unused Commitment of such Revolving Lender during the preceding quarter (or other period commencing with the Closing Date or ending with the date on which the aggregate amount last of the Revolving Commitments of such Tranche A Bank’s Tranche A Revolving Lender shall be terminated) at a rate equal to the Applicable Commitment Amount exceeded Fee. All Commitment Fees shall be computed on the aggregate outstanding principal amount basis of the Tranche A Loans made by such Tranche A Bank actual number of days elapsed (including the first day but excluding the last) in a year of 360 days. The Commitment Fee due to each Revolving Lender shall commence to accrue on the Closing Date and (ii) each shall cease to accrue on the date on which the last of the Tranche B Borrowers severally Revolving Commitments of such Revolving Lender shall be terminated as provided herein. (and neither jointly nor jointly and severallyb) shall The Borrower agrees to pay from time to time (i) to the Administrative Agent for the account of each Tranche B Bank such Tranche B Bank’s pro rata share Revolving Lender of each Class, on the last Business Day of each fiscal quarter (commencing on the last Business Day of the commitment first full fiscal quarter after the Closing Date) and on the date on which the Revolving Commitments of all the Revolving Lenders shall be terminated as provided herein, a fee (the an “Tranche B Commitment L/C Participation Fee”; and collectively ) on such Revolving Lender’s Revolving Facility Percentage of the daily average Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or other period commencing with the Tranche A Commitment FeeClosing Date or ending with the Revolving Maturity Date or the date on which the Revolving Commitments of such Class shall be terminated; provided, that any such fees accruing after the “Commitment Fees”date on which such Revolving Commitments terminate shall be payable on demand) at the rate of 0.10% per annum equal to the Applicable Margin for SOFR Revolving Borrowings of such Class effective for each day in such period, and (ii) to each Issuing Bank, for its own account (x) on the daily amount by last Business Day of each fiscal quarter (commencing on the last Business Day of the first full fiscal quarter after the Closing Date) and on the date on which the aggregate amount Revolving Commitments of such Bank’s Tranche B Commitment Amount exceeded all the aggregate outstanding principal amount Revolving Lenders shall be terminated, a fronting fee in respect of the Tranche B Loans made each Letter of Credit issued by such Bank, provided that if such Issuing Bank continues to have any Revolving Credit Exposure after its Commitment terminates with respect thereto, then such commitment fee shall continue to accrue on for the daily amount of such Bank’s Revolving Credit Exposure period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 0.125% (or such lesser rate as may be agreed by the Borrower and the applicable Issuing Bank from time to time) per annum, plus (y) in connection with the issuance, amendment, cancellation, negotiation, presentment, renewal, extension or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank’s customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on which its Commitment terminates to a per annum basis shall be computed on the basis of the actual number of days elapsed (including the first day but excluding the date on which such Bank ceases to have any Revolving Credit Exposure. For the purpose last) in a year of calculating the Commitment Fees, Swing Line Advances shall not be considered to be outstanding Loans. (b) Commitment Fees shall accrue from and include the 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 corresponding Commitment Fee Payment Date, commencing on the first Commitment Fee Payment Date to occur after the date hereof360 days. (c) Subject The Borrower agrees to pay to the allocation requirements Administrative Agent, for the account of Section 2.13the Administrative Agent, each Borrower severally the applicable “Agency Fee” as set forth in the Fee Letter, in the amounts and, at the times specified therein (the “Administrative Agent Fees”). All Fees shall be paid on the dates due, in Dollars and neither jointly nor jointly and severally) shall pay immediately available funds, to the Administrative Agent for its own accountdistribution, quarterly in advanceif and as appropriate, on among the Effective Date and on Lenders, except that Issuing Bank Fees shall be paid directly to the 15th day of each Julyapplicable Issuing Banks. Once paid, October and January, its pro rata share none of the non-refundable agent’s fee as agreed upon separately, by the Borrowers and the Administrative Agent. (d) The obligation of each Tranche A Borrower to pay the Tranche A Commitment Fee Fees shall be ratable based on the proportion such Tranche A Borrower’s allocation as set forth in the Allocation Notice then in effect bears to the allocations of all Tranche A Borrowers, in the aggregate, as set forth in the Allocation Notice then in effect. The obligation of each Tranche B Borrower to pay 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 aggregate, as set forth in the Allocation Notice then in effectrefundable under any circumstances.

Fees. (a) Subject The Borrower agrees 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 Tranche A Bank such Tranche A Bank’s pro rata share of the Lender a commitment fee (the “Tranche A Commitment Fee”) fee, which shall accrue at the rate of 0.10% per annum Applicable Rate on the daily amount by which of the aggregate amount Available Revolving Commitment of such Tranche A Bank’s Tranche A Lender during the period from and including the Effective Date to but excluding the date on which such 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”terminates; and collectively with the Tranche A Commitment Feeprovided that, the “Commitment Fees”) at the rate of 0.10% per annum on the daily amount by which the aggregate amount of such Bank’s Tranche B Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche B Loans made by such Bank, provided that if such Bank Lender continues to have any Revolving Credit Exposure after its Commitment terminates with respect theretoterminates, then such commitment fee shall continue to accrue on the daily amount of such BankLender’s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Bank Lender ceases to have any Revolving Credit Exposure. 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 include the Effective Date but exclude the Termination Date. Accrued Commitment Fees commitment fees shall be payable quarterly in arrears for the period ending on each Commitment Fee Accrual Date, payable on the corresponding Commitment Fee Payment Datelast day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first Commitment Fee Payment Date such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (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 Eurodollar Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to the Issuing Bank for its own account a fronting fee, which shall accrue at the rate of 0.125% per annum (or such other rate as is mutually agreed upon by the Borrower and the Issuing Bank) on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by the Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as 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. 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 third (3rd) Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing 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) Subject The Borrower agrees to the allocation requirements of Section 2.13, each Borrower severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent Agent, for its own account, quarterly fees payable in advance, on the Effective Date amounts and on at the 15th day of each July, October and January, its pro rata share of the non-refundable agent’s fee as times separately agreed upon separately, by between the Borrowers Borrower and the Administrative Agent. (d) The obligation of each Tranche A Borrower to pay the Tranche A Commitment Fee All fees payable hereunder shall be ratable based paid on the proportion such Tranche A Borrower’s allocation as set forth dates due, in the Allocation Notice then in effect bears Dollars and immediately available funds, to the allocations of all Tranche A BorrowersAdministrative Agent (or to the Issuing Bank, in the aggregate, as set forth in the Allocation Notice then in effect. The obligation case of each Tranche B Borrower fees payable to pay 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 Borrowersit) for distribution, in the aggregatecase of commitment fees and participation fees, as set forth in to the Allocation Notice then in effectLenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) Subject The Borrower agrees 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 Tranche A Bank such Tranche A Bank’s pro rata share of the Revolving Lender a commitment fee (the “Tranche A Commitment Fee”) fee, which shall accrue at the rate of 0.10% per annum Applicable Rate on the average 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 Available Revolving Commitment of such Tranche A Bank Lender during the period from and (ii) each of including the Tranche B Borrowers severally (and neither jointly nor jointly and severally) shall pay Restatement Effective Date to but excluding 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 date on the daily amount by which the aggregate amount Revolving Commitment of such Bank’s Tranche B Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche B Loans made by such BankLender terminates; provided that, provided that if such Bank Lender continues to have any Revolving Credit Exposure after its Revolving Commitment terminates with respect theretoterminates, then such commitment fee shall continue to accrue on the average daily amount of such BankLender’s Revolving Credit Exposure from and including the date on which its Revolving Commitment terminates to but excluding the date on which such Bank Lender ceases to have any Revolving Credit Exposure. For Accrued commitment fees shall be payable in arrears on the purpose last day of calculating March, June, September and December of each year and on the Commitment Feesdate on which the Revolving Commitments terminate, Swing Line Advances commencing on the first such date to occur after the Restatement Effective Date; provided that any commitment fees accruing after the date on which the Revolving Commitments terminate shall not be considered to payable on demand. All commitment fees shall be outstanding Loanscomputed on the basis of a 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) Commitment Fees 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 Eurocurrency Revolving Loans on the average daily Dollar Amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and include including the Restatement Effective Date to but exclude excluding the Termination Datelater 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 the Issuing Bank for its own account a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily Dollar Amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by the Issuing Bank during the period from and including the Restatement Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as 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. Accrued Commitment Fees 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 for the period ending on each Commitment Fee Accrual Date, payable on the corresponding Commitment Fee Payment Datethird (3rd) Business Day following such last day, commencing on the first Commitment Fee Payment Date such date to occur after the Restatement Effective Date; provided that all such fees shall be payable on the date hereofon which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the Issuing 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) Subject The Borrower agrees to the allocation requirements of Section 2.13, each Borrower severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent Agent, for its own account, quarterly fees payable in advance, on the Effective Date amounts and on at the 15th day of each July, October and January, its pro rata share of the non-refundable agent’s fee as times separately agreed upon separately, by between the Borrowers Borrower and the Administrative Agent. (d) The obligation of each Tranche A Borrower to pay the Tranche A Commitment Fee All fees payable hereunder shall be ratable based paid on the proportion such Tranche A Borrower’s allocation dates due, in Dollars (except as set forth otherwise expressly provided in the Allocation Notice then in effect bears this Section 2.12) and immediately available funds, to the allocations of all Tranche A BorrowersAdministrative Agent (or to the Issuing Bank, in the aggregate, as set forth in the Allocation Notice then in effect. The obligation case of each Tranche B Borrower fees payable to pay 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 Borrowersit) for distribution, in the aggregatecase of commitment fees and participation fees, as set forth in to the Allocation Notice then in effectapplicable Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) Subject The Borrower agrees 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 Tranche A Bank such Tranche A Bank’s Lender (other than a 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 share of the commitment fee (the “Tranche A Commitment Fee”) at the 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 basis among the Tranche A Loans made by such Tranche A Bank Commitments and (ii) each of the Tranche B Borrowers severally (and neither jointly nor jointly and severallyCommitments, as the case may be) 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 Bank’s Tranche B Lender during the period from and including the date of this Agreement to but excluding the date on which such Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche B Loans made by such Bankterminates; provided that, provided that if such Bank Lender continues to have any Revolving Credit Exposure after its Commitment terminates with respect theretoterminates, then such commitment fee shall continue to accrue on the daily amount of such BankLender’s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Bank Lender ceases to have any Revolving Credit Exposure. 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 include the Effective Date but exclude the Termination Date. Accrued Commitment Fees commitment fees shall be payable quarterly in arrears for the period ending on each Commitment Fee Accrual Date, payable on the corresponding Commitment Fee Payment Datelast day of March, June, September and December of each year and on the date on which the applicable Commitments terminate, commencing on the first Commitment Fee Payment Date such date to occur after the date hereof; provided that any commitment fees accruing after the date on which the applicable Commitments terminate shall be payable on demand. 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) 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 Eurodollar Revolving Loans for such Lender on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to un-reimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of one eighth of one percent (0.125%) per annum, on the average daily amount of the LC Exposure (excluding any portion thereof attributable to un-reimbursed LC Disbursements) during the period from and including the 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 the Issuing Bank’s reasonable and customary fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Closing Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) Subject The Borrower agrees to the allocation requirements of Section 2.13, each Borrower severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent Agent, for its own account, quarterly fees payable in advance, on the Effective Date amounts and on at the 15th day of each July, October and January, its pro rata share of the non-refundable agent’s fee as times separately agreed upon separately, by between the Borrowers Borrower and the Administrative Agent. (d) The obligation of each Tranche A Borrower agrees to pay to the Tranche A Commitment Fee 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 ratable based paid on the proportion such Tranche A Borrower’s allocation as set forth dates due, in the Allocation Notice then in effect bears immediately available funds, to the allocations of all Tranche A BorrowersAdministrative Agent (or to the Issuing Bank, in the aggregate, as set forth in the Allocation Notice then in effect. The obligation case of each Tranche B Borrower fees payable to pay 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 Borrowersit) for distribution, in the aggregatecase of commitment fees and participation fees, to the Lenders or to the Joint Lead Arrangers and Joint Bookrunners, as set forth in the Allocation Notice then in effectapplicable. Fees paid shall not be refundable under any circumstances.

Fees. (a) Subject The Company agrees 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 Tranche A Bank such Tranche A Bank’s pro rata share of the commitment fee (the “Tranche A Commitment Fee”) Lender a facility fee, which shall accrue at the rate of 0.10% per annum Applicable Rate on the daily amount by which of the aggregate amount Revolving Commitment of such Tranche A Bank’s Tranche A Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such Revolving 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”terminates; and collectively with the Tranche A Commitment Feeprovided that, the “Commitment Fees”) at the rate of 0.10% per annum on the daily amount by which the aggregate amount of such Bank’s Tranche B Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche B Loans made by such Bank, provided that if such Bank Lender continues to have any Revolving Credit Exposure after its Revolving Commitment terminates with respect thereto(including as a result of the exercise of the Term-Out Option), then such commitment facility fee shall continue to accrue on the daily amount of such BankLender’s Revolving Credit Exposure from and including the date on which its Revolving Commitment terminates to but excluding the date on which such Bank Lender ceases to have any Revolving Credit Exposure. For The Administrative Agent will give the purpose Company three Business Days’ notice of calculating the Commitment Fees, Swing Line Advances shall not be considered to be outstanding Loans. (b) Commitment Fees shall accrue from and include amount of the Effective Date but exclude the Termination Datefacility fee payable on each payment date. Accrued Commitment Fees facility fees shall be payable quarterly in arrears for on the period ending last day of March, June, September and December of each year, on the date on which the Revolving Commitments terminate and, if the Term-Out Option is exercised, on each Commitment Fee Accrual Date, payable date following the Termination Date on the corresponding Commitment Fee Payment Datewhich any Revolving Loans are repaid, commencing on the first Commitment Fee Payment Date 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). (cb) Subject 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 the allocation requirements of Section 2.13, each Borrower severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent for the account of each Lender a utilization fee, which shall accrue at the Applicable Rate on the amount of the Revolving Credit Exposure of such Lender on such day. Accrued utilization fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Revolving Commitments terminate 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 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. All utilization fees in respect of the 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). (c) The Company agrees to pay to the Administrative Agent, for its own account, quarterly fees payable in advance, on Dollars in the Effective Date amounts and on at the 15th day of each July, October and January, its pro rata share of the non-refundable agent’s fee as times separately agreed upon separately, by between the Borrowers Company and the Administrative Agent. (d) The obligation of each Tranche A Borrower to pay the Tranche A Commitment Fee All fees payable hereunder shall be ratable based paid on the proportion such Tranche A Borrower’s allocation as set forth dates due, in the Allocation Notice then in effect bears immediately available funds, to the allocations of all Tranche A BorrowersAdministrative Agent for distribution, in the aggregatecase of facility fees and utilization fees, as set forth in the Allocation Notice then in effect. The obligation of each Tranche B Borrower to pay 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 aggregate, as set forth in the Allocation Notice then in effectapplicable Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) Subject The Borrowers agree 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 Tranche A Bank such Tranche A Bank’s pro rata share of the commitment fee (the “Tranche A Commitment Fee”) Lender a facility fee, which shall accrue at the rate relevant Facility Fee Rate specified in the definition of 0.10% per annum Applicable Rate on the daily amount by which of the aggregate amount Commitment of such Tranche A Bank’s Tranche A Lender (whether used or unused) during the period from and including the Effective Date to but excluding the 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”Termination Date; and collectively with the Tranche A Commitment Feeprovided that, the “Commitment Fees”) at the rate of 0.10% per annum on the daily amount by which the aggregate amount of such Bank’s Tranche B Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche B Loans made by such Bank, provided that if such Bank Lender continues to have any Revolving Credit Exposure after its the Commitment terminates with respect theretoTermination Date, then such commitment facility fee shall continue to accrue on the daily amount of such BankLender’s Revolving Credit Exposure from and including the date on which its Commitment terminates Termination Date to but excluding the date on which such Bank Lender ceases to have any Revolving Credit Exposure. 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 include the Effective Date but exclude the Termination Date. Accrued Commitment Fees facility fees shall be payable quarterly in arrears for the period ending on each Commitment Fee Accrual Date, payable on the corresponding last day of each March, June, September and December of each year and on the Commitment Fee Payment Termination Date, commencing on the first Commitment Fee Payment Date such date to occur after the date hereofEffective Date; provided that any facility fees accruing after the 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). (cb) Subject The Company agrees to the allocation requirements of Section 2.13, each Borrower severally (and neither jointly nor jointly and severally) shall pay 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 Applicable Rate applicable to Eurocurrency Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the Commitment Termination Date and the date on which such Lender ceases to have any LC Exposure. (c) The relevant Borrower with respect to each Letter of Credit agrees to pay to the Issuing Lender of such Letter of Credit (i) a fronting fee, which shall accrue at a rate per annum separately agreed by the Company and such Issuing 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) during the period from and including the date of issuance of such Letter of Credit to but excluding the date on which there ceases to be any such LC Exposure under such Letter of Credit and (ii) such Issuing Lender’s standard fees with respect to the issuance, amendment, renewal or extension of such Letter of Credit or processing of drawings thereunder. (d) Participation fees and fronting fees accrued through and including the last day of each calendar quarter shall be payable on the third Business Day of the calendar month following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the Commitment Termination Date and any such fees accruing after the Commitment Termination Date shall be payable on demand. Any other fees payable to any Issuing Lender pursuant to paragraph (c) above shall be payable at the times separately agreed upon between the Company or the relevant Borrower and such Issuing Lender or otherwise within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (e) The Borrowers agree to pay to the Administrative Agent, for its own account, quarterly fees payable in advance, on the Effective Date amounts and on at the 15th day of each July, October and January, its pro rata share of the non-refundable agent’s fee as times separately agreed upon separately, by in writing between the Borrowers Company and the Administrative Agent. (df) The obligation of each Tranche A Borrower to pay the Tranche A Commitment Fee All fees payable hereunder shall be ratable based paid on the proportion such Tranche A Borrower’s allocation as set forth dates due, in the Allocation Notice then in effect bears immediately available funds, to the allocations of all Tranche A BorrowersAdministrative Agent for distribution, in the aggregate, as set forth in the Allocation Notice then in effect. The obligation case of each Tranche B Borrower to pay 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 Borrowerscommitment fees, in the aggregate, as set forth in the Allocation Notice then in effectaccordance with this Section 2.12. Fees paid shall not be refundable under any circumstances.

Fees. (a) Subject The Company agrees 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 Tranche A Bank such Tranche A Bank’s pro rata share of the commitment Lender a facility fee (the “Tranche A Commitment Facility Fee”) in Dollars which shall accrue at the rate of 0.10% per annum Applicable Rate for Facility Fee on the average 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 Bank’s Tranche B Lender (whether used or unused) (other than with respect to a Defaulting Lender as provided in Section 2.23(a)) during the period from and including the date hereof to but excluding the date on which such Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche B Loans made by such Bankterminates; provided that, provided that if such Bank Lender continues to have any Revolving Credit Exposure after its Commitment terminates with respect theretoterminates, then such commitment fee Facility Fee shall continue to accrue on the daily amount of such BankLender’s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Bank Lender ceases to have any Revolving Credit Exposure. 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 include the Effective Date but exclude the Termination Date. Accrued Commitment Facility Fees shall be payable quarterly in arrears for the period ending on each Commitment Fee Accrual Date, payable on the corresponding Commitment Fee Payment Datelast day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first Commitment Fee Payment Date such date to occur after the date hereof; provided that any Facility Fee 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 Company agrees to pay to the Administrative Agent, for its own account, the administrative and other fees separately agreed upon between the Company and the Administrative Agent (collectively, the “Administrative Fees”). (c) Subject The Company agrees to the allocation requirements of Section 2.13, each Borrower severally pay (and neither jointly nor jointly and severallyi) shall pay to the Administrative Agent for the account of each Lender (including the Issuing Lender) a participation fee with respect to its own accountparticipations in Letters of Credit, quarterly in advance, which shall accrue at a rate per annum equal to the Applicable Rate applicable to interest on Eurocurrency Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the date on which such Lender ceases to have any LC Exposure and (ii) to each Issuing Lender (including each Lender in the case of a Several Letter of Credit) a fronting fee, which shall accrue at the rate per annum agreed to by the Company and the applicable Issuing Lender on the 15th 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 Lender during the period from and including the Effective Date to but excluding the date on which there ceases to be any LC Exposure, as well as such Issuing Lender’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees shall be payable on the last day of March, June, September and December of each Julyyear, October commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and January, its pro rata share any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Lender pursuant to this paragraph shall be payable promptly after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the non-refundable agent’s fee as agreed upon separately, by actual number of days elapsed (including the Borrowers and first day but excluding the Administrative Agentlast day). (d) The obligation of each Tranche A Borrower to pay the Tranche A Commitment Fee All fees payable hereunder shall be ratable based paid on the proportion such Tranche A Borrower’s allocation as set forth dates due, in the Allocation Notice then in effect bears immediately available funds, to the allocations of all Tranche A BorrowersAdministrative Agent (or to the Issuing Lender, in the aggregate, as set forth in the Allocation Notice then in effect. The obligation case of each Tranche B Borrower fees payable to pay 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 Borrowersit) for distribution, in the aggregatecase of facility fees and participation fees, as set forth in to the Allocation Notice then in effectLenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) Subject The Borrower agrees 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 Tranche A Bank such Tranche A Bank’s pro rata share of the commitment fee (the “Tranche A Commitment Fee”) Lender a facility fee, which shall accrue at the rate of 0.10% per annum Applicable Rate on the daily amount by which of the aggregate amount Commitment of such Tranche A Bank’s Tranche A Lender (whether used or unused) during the period from and including the Restatement Effective Date to but excluding the date on which such 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”terminates; and collectively with the Tranche A Commitment Feeprovided that, the “Commitment Fees”) at the rate of 0.10% per annum on the daily amount by which the aggregate amount of such Bank’s Tranche B Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche B Loans made by such Bank, provided that if such Bank Lender continues to have any Revolving Credit Exposure after its Commitment terminates with respect theretoterminates, then such commitment facility fee shall continue to accrue on the daily amount of such BankLender’s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Bank Lender ceases to have any Revolving Credit Exposure. For Facility fees accrued through and including the purpose last day of calculating the Commitment FeesMarch, Swing Line Advances shall not be considered to be outstanding Loans. (b) Commitment Fees shall accrue from June, September and include the Effective Date but exclude the Termination Date. Accrued Commitment Fees December of each year shall be payable quarterly in arrears for the period ending on each Commitment Fee Accrual Date, payable on the corresponding Commitment Fee Payment Datefifteenth day following the such last day and on the date on which the Commitments terminate, commencing on the first Commitment Fee Payment Date 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) Subject The Borrower agrees to the allocation requirements of Section 2.13, each Borrower severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent Agent, for its own account, quarterly fees payable in advance, on the Effective Date amounts and on at the 15th day of each July, October and January, its pro rata share of the non-refundable agent’s fee as times separately agreed upon separately, by between the Borrowers Borrower and the Administrative Agent. (d) The obligation of each Tranche A Borrower to pay the Tranche A Commitment Fee All fees payable hereunder shall be ratable based paid on the proportion such Tranche A Borrower’s allocation as set forth dates due, in the Allocation Notice then in effect bears immediately available funds, to the allocations of all Tranche A BorrowersAdministrative Agent (or to an Issuing Bank, in the aggregate, as set forth in the Allocation Notice then in effect. The obligation case of each Tranche B Borrower fees payable to pay 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 Borrowersit) for distribution, in the aggregatecase of facility fees and participation fees, as set forth in to the Allocation Notice then in effectLenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) Subject The Borrower agrees 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 Term Loan A/Revolver Administrative Agent for the account of each Tranche A Bank such Tranche A Bank’s pro rata share of the commitment Revolving Lender a facility fee (the “Tranche A Commitment Facility Fee”) ), which shall accrue at the rate of 0.10% per annum Applicable Rate on the daily amount by which of the aggregate amount Revolving Commitment of such Tranche A Bank’s Tranche A Lender (whether used or unused) during the period from and including the Closing Date to but excluding the date on which such Revolving 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”terminates; and collectively with the Tranche A Commitment Feeprovided that, the “Commitment Fees”) at the rate of 0.10% per annum on the daily amount by which the aggregate amount of such Bank’s Tranche B Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche B Loans made by such Bank, provided that if such Bank Lender continues to have any Revolving Credit Exposure after its Revolving Commitment terminates with respect theretoterminates, then such commitment fee Facility Fee shall continue to accrue on the daily amount of such BankLender’s Revolving Credit Exposure from and including the date on which its Revolving Commitment terminates to but excluding the date on which such Bank Lender ceases to have any Revolving Credit Exposure. For Accrued Facility Fees shall be payable in arrears on the purpose last Business Day of calculating March, June, September and December of each year and on the Commitment Feesdate on which the Revolving Commitments terminate, Swing Line Advances commencing on the first such date to occur after the Closing Date; provided that any Facility Fees accruing after the date on which the Revolving Commitments terminate shall not be considered to payable on demand. All Facility Fees shall be outstanding Loanscomputed on the basis of a 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) Commitment Fees The Borrower agrees to pay (i) to the Term Loan A/Revolver 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 Eurocurrency Revolving Loans on the average daily Dollar Amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and include including the Effective Closing Date to but exclude excluding the Termination Datelater 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 the relevant Issuing Bank for its own account a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily Dollar Amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Bank during the period from and including the 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 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. Accrued Commitment Fees 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 for the period ending on each Commitment Fee Accrual Date, payable on the corresponding Commitment Fee Payment Datethird (3rd) Business Day following such last day, commencing on the first Commitment Fee Payment Date such date to occur after the Closing Date; provided that all such fees shall be payable on the date hereofon 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) Subject The Borrower agrees to the allocation requirements of Section 2.13, each Borrower severally (and neither jointly nor jointly and severally) shall pay to the applicable Administrative Agent Agent, for its own account, quarterly fees payable in advance, on the Effective Date amounts and on at the 15th day of each July, October and January, its pro rata share of the non-refundable agent’s fee as times separately agreed upon separatelybetween the Borrower and such Administrative Agent (including, by without limitation, fees separately agreed in the Borrowers and the Administrative AgentFee Letters). (d) The obligation of each Tranche A Borrower to pay the Tranche A Commitment Fee All fees payable hereunder shall be ratable based paid on the proportion such Tranche A Borrower’s allocation dates due, in Dollars (except as set forth otherwise expressly provided in the Allocation Notice then in effect bears this Section 2.12) and immediately available funds, to the allocations of all Tranche A Borrowersapplicable Administrative Agent (or to the relevant Issuing Bank, in the aggregate, as set forth in the Allocation Notice then in effect. The obligation case of each Tranche B Borrower fees payable to pay 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 Borrowersit) for distribution, in the aggregatecase of Facility Fees and participation fees, as set forth in to the Allocation Notice then in effectapplicable Lenders. Fees paid shall not be refundable under any circumstances.

Fees. a. During the initial term of this License Agreement, Licensee agrees to pay Licensor the following amount per Licensed Location per month: b. During the Option Period the Licensee agrees to pay Licensor the following amount per Licensed Location per month: c. The monthly amounts set forth above shall be subject to increase from time to time during the term of this Agreement and any extension hereof as follows. During the one-month period prior to each of RCT and RCT, respectively, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers pursuant to written contracts having a remaining duration of one year or more, or which may be paid pursuant to contracts under negotiation, for comparable store locations (a) Subject the "Comparable Rent"). If the Comparable Rent is greater than the fee provided for above by more than 5%, the monthly fee shall be increased to the allocation requirements Comparable Rent for the duration of the applicable period. d. During the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A hereto shall be amended to include such New Location and the monthly fees payable hereunder shall be adjusted accordingly. In the case of a New Location opened or acquired on or after RCT, the fees due pursuant to this Section 2.13, 4 with respect to such New Location shall be RCT fee during the Revolving Credit Period (i) each RCT period following the date such New Location is opened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken. In addition, in the event an Existing Location is closed for renovation for a period of RCT or more, the Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken by it to permit Licensee to recommence operations at such Existing Location, the RCT period shall not commence until all such actions have been taken. e. The above fee shall be due and payable on the first day of every month. If any of the Tranche A Borrowers severally above fees are not paid when due or within fifteen (and neither jointly nor jointly and severally15) days thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the Administrative Agent for prime rate charged preferred customers by Bank of America Nevada, determined as of the account first day of the month preceding such delinquency and adjusted as of the first day of each Tranche A Bank month during the period of such Tranche A Bank’s pro rata share delinquency, but not to exceed the greater of 24 percent per annum or the highest rate permitted by applicable law. f. Licensor and Licensee agree that as of June 30, 1997, Licensor will hold a security deposit (the "Security Deposit") in the amount of RCT pursuant to agreements previously entered into between the parties, which amount consists of the commitment fee (the “Tranche A Commitment Fee”) at the 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 original security deposit together with interest accrued thereon through June 30, 1997. Commencing July 1, 1997, no further interest shall be payable by Licensor to Licensee with respect to the Security Deposit and commencing June 1, 1998 and on each June 1, thereafter, RCT of such Tranche A Bank and Security Deposit shall be applied as an offset against the monthly fees payable by Licensee under this Agreement until such time as the Security Deposit has been exhausted. g. In the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours of operation in effect on the date of this Agreement, or (ii) each there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Tranche B Borrowers severally (and neither jointly nor jointly and severally) Devices hereunder, the parties shall pay negotiate in good faith to arrive at an equitable adjustment to the Administrative Agent for the account of each Tranche B Bank such Tranche B Bank’s pro rata share terms 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 Bank’s Tranche B Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche B Loans made by such Bank, provided that if such Bank continues to have any Revolving Credit Exposure after its Commitment terminates with respect thereto, then such 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 Bank ceases to have any Revolving Credit Exposure. For the purpose of calculating the Commitment Fees, Swing Line Advances shall not be considered to be outstanding LoansAgreement. (b) Commitment Fees shall accrue from and include the 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 corresponding Commitment Fee Payment Date, commencing on the first Commitment Fee Payment Date to occur after the date hereof. (c) Subject to the allocation requirements of Section 2.13, each Borrower severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent for its own account, quarterly in advance, on the Effective Date and on the 15th day of each July, October and January, its pro rata share of the non-refundable agent’s fee as agreed upon separately, by the Borrowers and the Administrative Agent. (d) The obligation of each Tranche A Borrower to pay the Tranche A Commitment Fee shall be ratable based on the proportion such Tranche A Borrower’s allocation as set forth in the Allocation Notice then in effect bears to the allocations of all Tranche A Borrowers, in the aggregate, as set forth in the Allocation Notice then in effect. The obligation of each Tranche B Borrower to pay 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 aggregate, as set forth in the Allocation Notice then in effect.

Fees. (a) 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 The Borrower jointly and severally) shall severally agree to pay to the Administrative Agent for the account of each Tranche A Bank such Tranche A Bank’s pro rata share of the Revolving Lender a commitment fee (the “Tranche A Commitment Fee”) fee, which shall accrue at the rate of 0.10% per annum Applicable Rate on the daily amount by of the Available Revolving Commitment of such Revolving Lender during the period from and including the Effective Date to but excluding the date on which the aggregate amount last of the Revolving Commitments (or Extended Revolving Commitments) of such Tranche A Bank’s Tranche A Commitment Amount exceeded Revolving Lender terminates. Accrued commitment fees shall be payable in arrears on the aggregate outstanding principal amount last Business Day of March, June, September and December of each year and on the date on which the last of the Tranche A Loans made by Revolving Commitments terminate, commencing on the first such Tranche A Bank date to occur after the Effective Date; provided that any commitment fees accruing after the date on which such Revolving Commitments terminate shall be payable on demand. 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 (iiincluding the first day but excluding the last day). (b) each of the Tranche B Borrowers severally The Borrower agrees to pay (and neither jointly nor jointly and severallyi) shall pay to the Administrative Agent for the account of each Tranche B Bank such Tranche B Bank’s pro rata share Revolving Lender a participation fee with respect to its participations in Letters of the commitment fee (the “Tranche B Commitment Fee”; and collectively with the Tranche A Commitment FeeCredit, the “Commitment Fees”) which shall accrue at the same Applicable Rate used to determine the interest rate of 0.10% per annum applicable to Term SOFR Revolving Loans on the average daily amount by which the aggregate amount Dollar Amount of such BankRevolving Lender’s Tranche B Commitment Amount exceeded LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the aggregate outstanding principal amount of the Tranche B Loans made by such Bank, provided that if such Bank continues to have any Revolving Credit Exposure after its Commitment terminates with respect thereto, then such commitment fee shall continue to accrue on the daily amount of such Bank’s Revolving Credit Exposure period from and including the Effective Date to but excluding the later of the date on which its the last of such Revolving Lender’s Revolving Commitment terminates to but excluding and the date on which such Bank Revolving Lender ceases to have any Revolving Credit Exposure. For LC Exposure and (ii) to the purpose of calculating the Commitment FeesIssuing Bank for its own account a fronting fee, Swing Line Advances shall not be considered to be outstanding Loans. (b) Commitment Fees which shall accrue at the rate per annum separately agreed upon by the Borrower and the Issuing Bank (including, for the avoidance of doubt, with respect to any Existing Letters of Credit) on the average daily Dollar Amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by the Issuing Bank during the period from and include including the Effective Date to but exclude excluding the Termination Datelater 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 the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment or extension of any Letter of Credit or processing of drawings thereunder. Accrued Commitment Fees 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 for the period ending on each Commitment Fee Accrual Date, payable on the corresponding Commitment Fee Payment Datethird (3rd) Business Day following such last day, commencing on the first Commitment Fee Payment Date such date to occur after the Effective Date; provided that all such fees shall be payable on the date hereofon which the last of the Revolving Commitments terminate and any such fees accruing after the date on which the such Revolving Commitments terminate shall be payable on demand. Any other fees payable to the Issuing 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) Subject The Borrower Representative agrees to the allocation requirements of Section 2.13, each Borrower severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent Agent, for its own account, quarterly fees payable in advance, on the Effective Date amounts and on at the 15th day of each July, October and January, its pro rata share of the non-refundable agent’s fee as times agreed upon separately, by the Borrowers and in the Administrative AgentAgent Fee Letter. (d) The obligation 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 Tranche A Borrower Lender with Initial Term Loans that are subject to pay 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 Tranche A Commitment Fee aggregate principal amount of the Initial Term Loans subject to such Repricing Event. Such fees shall be ratable based 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 proportion such Tranche A Borrower’s allocation as set forth dates due, in the Allocation Notice then in effect bears Dollars and immediately available funds, to the allocations of all Tranche A BorrowersAdministrative Agent (or to the Issuing Bank, in the aggregate, as set forth in the Allocation Notice then in effect. The obligation case of each Tranche B Borrower fees payable to pay 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 Borrowersit) for distribution, in the aggregatecase of commitment fees and participation fees, as set forth in to the Allocation Notice then in effectapplicable Revolving Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) Subject The Borrower agrees 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 Tranche A Bank such Tranche A Bank’s pro rata share of the Lender a commitment fee (the “Tranche A Commitment Fee”) fee, which shall accrue at the rate of 0.10% per annum Applicable Rate on the average 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 Available Revolving 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 Bank’s Tranche B Lender during the period from and including the Effective Date to but excluding the date on which such Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche B Loans made by such Bankterminates; provided that, provided that if such Bank Lender continues to have any Revolving Credit Exposure after its Commitment terminates with respect theretoterminates, then such commitment fee shall continue to accrue on the daily amount of such BankLender’s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Bank Lender ceases to have any Revolving Credit Exposure. 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 include the Effective Date but exclude the Termination Date. Accrued Commitment Fees commitment fees shall be payable quarterly in arrears for the period ending on each Commitment Fee Accrual Date, payable on the corresponding Commitment Fee Payment Datelast day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first Commitment Fee Payment Date such date to occur after the date hereof; provided that any commitment fees accruing after the date on which the Commitments terminate shall be payable on demand. 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) 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 Eurocurrency Revolving Loans on the average daily Dollar Amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to the Issuing Bank for its own account a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily Dollar Amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by the Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as 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. 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 third (3rd) Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing 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) Subject The Borrower agrees to the allocation requirements of Section 2.13, each Borrower severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent Agent, for its own account, quarterly fees payable in advance, on the Effective Date amounts and on at the 15th day of each July, October and January, its pro rata share of the non-refundable agent’s fee as times separately agreed upon separately, by between the Borrowers Borrower and the Administrative Agent. (d) The obligation of each Tranche A Borrower to pay the Tranche A Commitment Fee All fees payable hereunder shall be ratable based paid on the proportion such Tranche A Borrower’s allocation dates due, in Dollars (except as set forth otherwise expressly provided in the Allocation Notice then in effect bears this Section 2.12) and immediately available funds, to the allocations of all Tranche A BorrowersAdministrative Agent (or to the Issuing Bank, in the aggregate, as set forth in the Allocation Notice then in effect. The obligation case of each Tranche B Borrower fees payable to pay 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 Borrowersit) for distribution, in the aggregatecase of commitment fees and participation fees, as set forth in to the Allocation Notice then in effectLenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) Subject The Borrower agrees 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 Agent, for the account of each Tranche A Bank such Tranche A Bank’s pro rata share Lender, an unused facility fee (“UNUSED FACILITY FEE”), which as of the commitment fee (the “Tranche A Commitment Fee”) Fee Payment Date shall accrue at the a rate of 0.10% per annum on equal to (i) 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 applicable Unused Facility Fee Rate times (ii) each of the Tranche B Borrowers severally average daily difference between (and neither jointly nor jointly and severallyx) 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 Bank’s Tranche B Lender minus (y) Revolving Credit Exposure of such Lender, during the period from and including the Effective Date to but excluding the date on which such Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche B Loans made by such Bankterminates; provided however, provided that if such Bank Lender continues to have any Revolving Credit Exposure after its Commitment terminates with respect theretoterminates, then such commitment fee Unused Facility Fee shall continue to accrue on the daily amount of such BankLender’s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Bank Lender ceases to have any Revolving Credit Exposure. For the purpose of calculating the Commitment Fees, Swing Line Advances shall not be considered to be outstanding Loans. (b) Commitment Fees The Borrower agrees to pay (i) to the Administrative Agent, for the account of each Lender, a letter of credit fee (“LETTER OF CREDIT FEE”) with respect to its participation in each Letter of Credit, which shall accrue at a rate per annum equal to the Applicable Margin for Eurodollar Loans then in effect on the average daily amount of such Lender’s LC Exposure attributable to such Letter of Credit during the period from and include including the Effective Date date of issuance of such Letter of Credit to but exclude excluding the Termination date on which such 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 the Issuing Bank for its own account a fronting fee (“FRONTING FEE”), which shall accrue at the rate of 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the Availability Period (or until the date that all Letters of Credit are irrevocably cancelled, whichever is later), as well as the Issuing Bank’s standard fees with respect to issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. 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 Commitment Fees fees under paragraphs (a) and (b) above (i) shall be payable quarterly in arrears for the period ending on each Commitment Fee Accrual Date, payable on the corresponding Commitment Fee Payment Datelast day of each March, June, September and December of each year, commencing on September 30, 2009 and on the first Commitment Fee Payment Maturity Date to occur (and if later, the date the Loans and LC Exposure shall be repaid in their entirety) (each such date, a “FEE PAYMENT DATE”); provided, that any such fees accruing after the date hereofon which the Commitments terminate shall be payable on demand. All fees shall be computed on the basis of a year of three hundred sixty (360) days and shall be payable for the actual number of days elapsed. (cd) Subject The Borrower agrees to the allocation requirements of Section 2.13, each Borrower severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent Agent, for its own account, quarterly fees payable in advance, on the Effective Date amounts and on at the 15th day of each July, October and January, its pro rata share of the non-refundable agent’s fee as times separately agreed upon separately, by between the Borrowers Borrower and the Administrative Agent. (de) The obligation of each Tranche A Borrower to pay the Tranche A Commitment Fee All fees payable hereunder shall be ratable based paid on the proportion such Tranche A Borrower’s allocation as set forth dates due, in the Allocation Notice then in effect bears immediately available funds, to the allocations of all Tranche A BorrowersAdministrative Agent (or to the Issuing Bank, in the aggregate, as set forth in the Allocation Notice then in effect. The obligation case of each Tranche B Borrower to pay the Tranche B Commitment Fronting 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 and other standard fees payable to the allocations of all Tranche B BorrowersIssuing Bank) for distribution, in the aggregatecase of Unused Facility Fees and Letter 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 set forth in the Allocation Notice then in effectprovided herein.

Fees. (a) Subject The Borrowers agree to pay to the allocation requirements Administrative Agent a commitment fee for the account of Section 2.13each Revolving Lender, which shall accrue at the Applicable Rate on the daily amount of the undrawn portion of the Revolving Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which the Lenders’ Revolving Credit Period Commitments terminate; it being understood that the LC Exposure of a Lender shall be included and the Swingline Exposure of a Lender shall be excluded in the drawn portion of the Revolving Commitment of such Lender for purposes of calculating the commitment fee. Accrued commitment fees shall be payable in arrears on the last day of 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 date hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrowers agree to pay (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 Tranche A Bank 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 Eurodollar Revolving Loans on the daily amount of such Tranche A BankLender’s pro rata share LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the commitment fee 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 the “Tranche A Commitment Fee”) Issuing Bank a fronting fee, which shall accrue at the rate of 0.100.25% 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 LC Exposure attributable to Letters of Credit issued by such Tranche A Issuing Bank and (iiexcluding any portion thereof attributable to unreimbursed LC Disbursements) each of during 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 Bank’s Tranche B Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche B Loans made by such Bank, provided that if such Bank continues to have any Revolving Credit Exposure after its Commitment terminates with respect thereto, then such commitment fee shall continue to accrue on the daily amount of such Bank’s Revolving Credit Exposure period from and including the date on which its Commitment terminates Effective Date to but excluding the later of the date of termination of the Commitments and the date on which such Bank there ceases to have be any Revolving LC Exposure, as well as 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 Exposureor processing of drawings thereunder. For Participation fees and fronting fees accrued through and including the purpose last day of calculating the Commitment FeesMarch, Swing Line Advances shall not be considered to be outstanding Loans. (b) Commitment Fees shall accrue from June, September and include the Effective Date but exclude the Termination Date. Accrued Commitment Fees December of each year shall be payable quarterly in arrears for the period ending on each Commitment Fee Accrual Date, payable on the corresponding Commitment Fee Payment Datethird Business Day following such last day, commencing on the first Commitment Fee Payment Date such date to occur after the Effective Date; provided that all such fees shall be payable on the date hereofon which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the Issuing 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) Subject The Borrowers agree to the allocation requirements of Section 2.13, each Borrower severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent Agent, for its own account, quarterly fees payable in advance, on the Effective Date amounts and on at the 15th day of each July, October and January, its pro rata share of the non-refundable agent’s fee as times separately agreed upon separately, by between the Borrowers and the Administrative Agent. (d) The obligation of each Tranche A Borrower to pay the Tranche A Commitment Fee All fees payable hereunder shall be ratable based paid on the proportion such Tranche A Borrower’s allocation as set forth dates due, in the Allocation Notice then dollars in effect bears immediately available funds, to the allocations of all Tranche A BorrowersAdministrative Agent (or to the Issuing Bank, in the aggregate, as set forth in the Allocation Notice then in effect. The obligation case of each Tranche B Borrower fees payable to pay 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 Borrowersit) for distribution, in the aggregatecase of commitment fees and participation fees, as set forth in to the Allocation Notice then in effectLenders entitled thereto. Fees paid shall not be refundable under any circumstances.

Fees. (a) Subject The Borrower agrees 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 Tranche A Bank such Tranche A Bank’s pro rata share of the commitment fee (the “Tranche A Commitment Fee”) Revolving Lender a facility fee, which shall accrue at the rate Facility Fee Rate (as set forth in the definition of 0.10% per annum Applicable Rate) on the daily amount by which of the aggregate amount Revolving Commitment of such Tranche A Bank’s Tranche A Revolving Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such Revolving Commitment 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”terminates; and collectively with the Tranche A Commitment Feeprovided that, the “Commitment Fees”) at the rate of 0.10% per annum on the daily amount by which the aggregate amount of such Bank’s Tranche B Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche B Loans made by such Bank, provided that if such Bank Revolving Lender continues to have any Revolving Credit Exposure after its Revolving Commitment terminates with respect theretoterminates, then such commitment facility fee shall continue to accrue on the daily amount of such BankLender’s Revolving Credit Exposure from and including the date on which its Revolving Commitment terminates to but excluding the date on which such Bank Revolving Lender ceases to have any Revolving Credit Exposure. For Accrued facility fees 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 include the Effective Date but exclude the Termination Date. Accrued Commitment Fees preceding calendar quarter shall be payable quarterly in arrears for the period ending on each Commitment Fee Accrual Date, payable on the corresponding Commitment Fee Payment Datefirst day of January, April, July and October of each year and on the date on which the Revolving Commitments terminate, commencing on the first Commitment Fee Payment Date 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 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 each outstanding Letter of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans on the daily maximum amount then available to be drawn under such Letter of Credit during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Revolving Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank for its own account a fronting fee with respect to each Letter of Credit issued by such Issuing Bank, which shall accrue at the rate of 0.125% per annum on the daily maximum amount then available to be drawn under such Letter of Credit during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Accrued participation fees and fronting fees for the preceding calendar quarter shall be payable in arrears on the first day of January, April, July and October of each year, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on 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 and be secured by any cash collateral in accordance with Section 2.06(j). Such fees (other than participation and fronting fees) payable to an Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) Subject The Borrower agrees to the allocation requirements of Section 2.13, each Borrower severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent Agent, for its own account, quarterly fees payable in advance, on the Effective Date amounts and on at the 15th day of each July, October and January, its pro rata share of the non-refundable agent’s fee as times separately agreed upon separately, by between the Borrowers Borrower and the Administrative Agent. (d) The obligation of each Tranche A Borrower to pay the Tranche A Commitment Fee All fees payable hereunder shall be ratable based paid on the proportion such Tranche A Borrower’s allocation as set forth dates due, in the Allocation Notice then dollars in effect bears immediately available funds, to the allocations of all Tranche A BorrowersAdministrative Agent (or to any Issuing Bank, in the aggregate, as set forth in the Allocation Notice then in effect. The obligation case of each Tranche B Borrower fees payable to pay 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 Borrowersit) for distribution, in the aggregatecase of facility fees and participation fees, as set forth in to the Allocation Notice then in effectapplicable Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) Subject to the allocation requirements of Section 2.13The Borrowers agree, during the Revolving Credit Period (i) each of the Tranche A Borrowers severally (and neither jointly nor jointly and severally) shall , to pay to the Administrative Agent for the account of each Tranche A Bank such Tranche A Bank’s pro rata share of the commitment Lender a facility fee (the “Tranche A Commitment a "Facility Fee”") which shall accrue at the rate of 0.10% per annum Applicable Rate on the average 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 Bank’s Tranche B Lender (whether used or unused) during the period from and including the Amendment Effective Date to but excluding the date on which such Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche B Loans made by such Bankterminates; provided that, provided that if such Bank Lender continues to have any Revolving Credit Exposure after its Commitment terminates with respect theretoterminates, then such commitment fee Facility Fee shall continue to accrue on the average daily amount of such Bank’s Lender's Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Bank Lender ceases to have any Revolving Credit Exposure. 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 include the Effective Date but exclude the Termination Date. Accrued Commitment Facility Fees shall be payable quarterly in arrears for the period ending on each Commitment Fee Accrual Date, payable on the corresponding last day of March, June, September and December of each year and on the Maturity Date (or such earlier date after the Commitment Fee Payment DateTermination Date on which the Loans are repaid in full), commencing on the first Commitment Fee Payment Date such date to occur after the date hereof. All Facility Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrowers agree, jointly and severally, to pay to the Administrative Agent, for the account of each Lender, during the period from and including the Amendment Effective Date to but excluding the date on which the Commitments terminate and the Revolving Credit Exposures of all the Lenders are paid or extinguished in full, a utilization fee (a "Utilization Fee") which shall accrue, with respect to any day, that the Commitment Utilization Percentage is greater than 50%, at the rate of 0.10% per annum on such Lender's Revolving Credit Exposure. Accrued Utilization Fees shall be payable in arrears on the last day of March, June, September and December of each year, on the Maturity Date and on any date thereafter on which the Revolving Credit Exposures of all the Lenders are paid or extinguished in full, commencing on the first such date to occur after the date hereof. All Utilization Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) Subject 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 allocation requirements Issuing Bank a fronting fee (a "Fronting Fee"), which shall accrue at the rate of Section 2.130.125% 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 Borrower severally 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 (and neither jointly nor including the first day but excluding the last day). (d) The Borrowers agree, jointly and severally) shall , to pay to the Administrative Agent Agent, for its own account, quarterly fees payable in advance, on the Effective Date amounts and on at the 15th day of each July, October and January, its pro rata share of the non-refundable agent’s fee as times separately agreed upon separately, by the Borrowers between Time Warner and the Administrative Agent. (de) The obligation of each Tranche A Borrower to pay the Tranche A Commitment Fee All fees payable hereunder shall be ratable based paid on the proportion such Tranche A Borrower’s allocation as set forth dates due, in the Allocation Notice then in effect bears immediately available funds, to the allocations of all Tranche A BorrowersAdministrative Agent for distribution, in the aggregatecase of Facility Fees, as set forth in the Allocation Notice then in effect. The obligation Utilization Fees, Letter of each Tranche B Borrower to pay 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 Credit Fees and Fronting Fees, to the allocations of all Tranche B BorrowersLenders entitled thereto or, in the aggregatecase of Fronting Fees, as set forth to the Issuing Bank. Fees paid shall not be refundable under any circumstances absent manifest error in the Allocation Notice then in effectcalculation and/or payment thereof.

Fees. (a) Subject The Borrower agrees 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 Tranche A Bank such Tranche A Bank’s pro rata share of the commitment fee (the “Tranche A Commitment Fee”) Lender a facility fee, which shall accrue at the rate of 0.10% per annum Applicable Rate on the daily amount by which of the aggregate amount Commitment of such Tranche A Bank’s Tranche A Commitment Amount exceeded Lender (whether used or unused) during the aggregate outstanding principal amount period from and including the date that is the earlier of (i) 30 days after the Tranche A Loans made by such Tranche A Bank and Effective Date or (ii) each of the Tranche B Borrowers severally (and neither jointly nor jointly and severally) shall pay Availability Date, to but excluding the Administrative Agent for the account of each Tranche B Bank date on which such Tranche B Bank’s pro rata share of the commitment fee (the “Tranche B Commitment Fee”terminates; 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 Bank’s Tranche B Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche B Loans made by such Bank, provided that if such Bank Lender continues to have any Revolving Credit Exposure after its Commitment terminates with respect theretoterminates, then such commitment facility fee shall continue to accrue on the daily amount of such BankLender’s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Bank Lender ceases to have any Revolving Credit Exposure. For Accrued facility fees shall be payable in arrears on the purpose last day of calculating March, June, September and December of each year, commencing on the Commitment Feesfirst such date to occur after the date that is the earlier of (i) 30 days after the Effective Date or (ii) the Availability Date, Swing Line Advances and on the date on which the Commitments shall not have terminated and the Lenders shall have no Credit Exposure; provided that facility fees accruing after the Commitments shall have terminated shall be considered to payable on demand. All facility fees shall be outstanding Loanscomputed on the basis of a 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) Commitment Fees 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 LIBOR Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and include including the Effective Date to but exclude excluding the Termination Datelater of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank a fronting fee, which shall accrue at 0.125% 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) during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Accrued Commitment Fees participation fees and fronting fees shall be payable quarterly in arrears for the period ending on each Commitment Fee Accrual Date, payable on the corresponding Commitment Fee Payment Datelast day of March, June, September and December of each year, commencing on the first Commitment Fee Payment Date such date to occur after the Effective Date; provided that all such fees shall be payable on the date hereofon 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 an Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) Subject The Borrower agrees to the allocation requirements of Section 2.13, each Borrower severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent Agent, for its own account, quarterly fees payable in advance, on the Effective Date amounts and on at the 15th day of each July, October and January, its pro rata share of the non-refundable agent’s fee as times separately agreed upon separately, by between the Borrowers Borrower and the Administrative Agent. (d) The obligation of each Tranche A Borrower to pay the Tranche A Commitment Fee All fees payable hereunder shall be ratable based paid on the proportion such Tranche A Borrower’s allocation as set forth dates due, in the Allocation Notice then in effect bears immediately available funds, to the allocations of all Tranche A BorrowersAdministrative Agent (or to the Issuing Banks, in the aggregate, as set forth in the Allocation Notice then in effect. The obligation case of each Tranche B Borrower fees payable to pay 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 Borrowersit) for distribution, in the aggregatecase of facility fees and Letter of Credit participation fees, as set forth in to the Allocation Notice then in effectPersons entitled thereto. Fees paid shall not be refundable under any circumstances.

Fees. (a) Subject The Company agrees 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 accounts of the Lenders a facility fee, which shall accrue at the Applicable Rate on the average daily amount of each Tranche A Bank such Tranche A Bank’s pro rata share of the commitment fee (the “Tranche A Commitment Fee”) at the rate of 0.10% per annum on the daily amount by which the aggregate amount of such Tranche A Bank’s Tranche A Lender, whether used or unused, during the period from and including the date hereof to but excluding the date on which such 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”terminates; and collectively with the Tranche A Commitment Feeprovided that, the “Commitment Fees”) at the rate of 0.10% per annum on the daily amount by which the aggregate amount of such Bank’s Tranche B Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche B Loans made by such Bank, provided that if such Bank Lender continues to have any Revolving Credit Exposure of any Class after its Commitment terminates with respect theretoof such Class terminates, then such commitment facility fee shall continue to accrue on the daily amount of such Bank’s Revolving Credit Exposure from and including the date on which its such Commitment terminates to but excluding the date on which such Bank Lender ceases to have any such Revolving Credit Exposure. 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 include the Effective Date but exclude the Termination Date. Accrued Commitment Fees facility fees shall be payable quarterly in arrears for the period ending on each Commitment Fee Accrual Date, payable on the corresponding Commitment Fee Payment Datelast day of March, June, September and December of each year, commencing on the first Commitment Fee Payment Date 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) 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 Credit issued for the account of such Borrower, which shall accrue at the Applicable Rate on the daily amount of such Lender's LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date hereof to but excluding the later of the date on which the last of such 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 a fronting fee, which shall accrue at the rate of 0.10% per annum (or any lesser amount that the Company and such Issuing Bank may agree upon from time to time) on the average daily amount of the 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 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 standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued for the account of such Borrower or processing of drawings thereunder. Participation fees and fronting fees accrued under this paragraph through and including the last day of March, June, September and December of each year shall be payable on such last day, commencing on the first such date to occur after the date hereof; provided that all such fees shall be payable on the date on which the last of the Commitments terminates and any such fees accruing after such date shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 30 days after written demand. All participation fees and fronting fees payable under this paragraph shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) Subject Each Canadian Borrowing Subsidiary agrees to the allocation requirements of Section 2.13, each Borrower severally (and neither jointly nor jointly and severally) shall pay to the Canadian Administrative Agent Agent, for its own account, quarterly in advancethe accounts of the Global Tranche Lenders (or the lending offices designated to accept and purchase B/As pursuant to Section 2.17(f)), on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee computed by multiplying the Effective Date and on the 15th day face amount of each July, October and January, its pro rata share of the non-refundable agent’s fee as agreed upon separately, such B/A by the Borrowers product of (i) the Applicable Rate for B/A Drawings on such date and (ii) a fraction, the numerator of which is the number of days in the Contract Period applicable to such B/A and the Administrative Agentdenominator of which is 365. (d) The obligation of each Tranche A Borrower to pay the Tranche A Commitment Fee All fees payable hereunder shall be ratable based paid on the proportion such Tranche A Borrower’s allocation as set forth dates due, in the Allocation Notice then in effect bears immediately available funds, to the allocations of all Tranche A BorrowersAdministrative Agent, in Canadian Administrative Agent, or the aggregateapplicable Issuing Bank, as set forth in the Allocation Notice then in effect. The obligation of each Tranche B Borrower to pay 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 applicable, for distribution to the allocations of all Tranche B Borrowers, in the aggregate, as set forth in the Allocation Notice then in effectapplicable Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) Subject The Company agrees 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 US Tranche A Bank such Tranche A Bank’s pro rata share of the commitment fee (the “Tranche A Commitment Fee”) Lender a facility fee, which shall accrue at the rate of 0.10% per annum Applicable Rate on the daily amount by which of the aggregate amount US Tranche Revolving Commitment of such US Tranche A Bank’s Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such US Tranche A Revolving 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”terminates; and collectively with the Tranche A Commitment Feeprovided that, the “Commitment Fees”) at the rate of 0.10% per annum on the daily amount by which the aggregate amount of such Bank’s Tranche B Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche B Loans made by such Bank, provided that if such Bank US Tranche Lender continues to have any US Tranche Revolving Credit Exposure after its US Tranche Revolving Commitment terminates with respect theretoterminates, then such commitment facility fee shall continue to accrue on the daily amount of such BankUS Tranche Lender’s US Tranche Revolving Credit Exposure from and including the date on which its US Tranche Revolving Commitment terminates to but excluding the date on which such Bank Lender ceases to have any US Tranche Revolving Credit Exposure. For The Company and the purpose Canadian Borrowers jointly and severally agree to pay to the Canadian Agent for the account of calculating the Commitment Feeseach Canadian Tranche Lender a facility fee, Swing Line Advances shall not be considered to be outstanding Loans. (b) Commitment Fees which shall accrue at the Applicable Rate on the daily amount of the Canadian Tranche Commitment of such Canadian Tranche Lender (whether used or unused) during the period from and include including the Effective Date to but exclude excluding the Termination Datedate on which such Canadian Tranche Commitment terminates; provided that, if such Canadian Tranche Lender continues to have any Canadian Tranche Exposure after its Canadian Tranche Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Canadian Tranche Lender’s Canadian Tranche Exposure to but excluding the date on which such Canadian Tranche Lender ceases to have any Canadian Tranche Exposure. The Company and the UK Borrowers jointly and severally agree to pay to the UK Agent for the account of each UK Tranche Lender a facility fee, which shall accrue at the Applicable Rate on the daily amount of the UK Tranche Commitment of such UK Tranche Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such UK Tranche Commitment terminates; provided that, if such UK Tranche Lender continues to have any UK Tranche Exposure after its UK Tranche Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such UK Tranche Lender’s UK Tranche Exposure to but excluding the date on which such UK Tranche Lender ceases to have any UK Tranche Exposure. Accrued Commitment Fees facility fees shall be payable quarterly in arrears for the period ending on each Commitment Fee Accrual Date, payable on the corresponding Commitment Fee Payment Datelast day of March, June, September and December of each year and on the date on which the applicable Revolving Commitments terminate, commencing on the first Commitment Fee Payment Date such date to occur after the date hereof; provided that any facility fees accruing after the date on which the applicable 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). Any payment required to be made pursuant to this paragraph (a) by the Company to the Canadian Agent or the UK Agent shall be made to the Administrative Agent, as a sub-agent for the Canadian Agent or the UK Agent, as applicable, in New York, New York for the account of each Canadian Tranche Lender or each UK Tranche Lender, respectively. For purposes of computing the average daily amount of any LC Exposure for any period under this Section 2.13(a), the average daily amount of the Alternative Currency LC Exposure for such period shall be calculated by multiplying (i) the average daily balance of each Alternative Currency Letter of Credit (expressed in the currency in which such Alternative Currency Letter of Credit is denominated) by (ii) the Exchange Rate for each such Alternative Currency in effect on the last Business Day of such period or by such other reasonable method that the Administrative Agent deems appropriate. (b) 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 Eurocurrency Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank a fronting fee to be agreed upon by the Company and such Issuing Bank on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) with respect to Letters of Credit issued by such Issuing Bank, during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as each Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the 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 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 average daily amount of any LC Exposure for any period under this Section 2.13(b), the average daily amount of the Alternative Currency LC Exposure for such period shall be calculated as set forth in paragraph (a) above. (c) Subject to the allocation requirements of Section 2.13, each Each Canadian Borrower severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent for its own account, quarterly in advance, each Canadian Tranche Lender a Stamping Fee on the Effective Date date of the relevant Borrowing with respect to each Draft issued by such Canadian Borrower and accepted by such Canadian Tranche Lender calculated and payable at the time and in the manner specified in Section 2.04. Each Stamping Fee and CDOR BA Rate payable on or in respect of Acceptances is expressed on the 15th basis of a 365 day of each July, October and January, its pro rata share of the non-refundable agent’s fee as agreed upon separately, by the Borrowers and the Administrative Agentyear. (d) The obligation of each Tranche A Borrower Company agrees to pay to the Tranche A Commitment Fee Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. The Company and the Canadian Borrowers jointly and severally agree to pay to the Canadian Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Canadian Agent. The Company and the UK Borrowers jointly and severally agree to pay to the UK Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the UK Agent. (e) All fees payable hereunder shall be ratable based paid on the proportion such Tranche A Borrower’s allocation as set forth dates due, in the Allocation Notice then in effect bears immediately available funds, to the allocations of all Tranche A BorrowersApplicable Agent (or to the applicable Issuing Bank, in the aggregate, as set forth in the Allocation Notice then in effect. The obligation case of each Tranche B Borrower fees payable to pay 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 Borrowersit) for distribution, in the aggregatecase of facility fees and participation fees, as set forth in to the Allocation Notice then in effectLenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) Subject The Company agrees 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 Tranche A Bank such Tranche A Bank’s pro rata share of the Revolving Lender a commitment fee (the “Tranche A Commitment Fee”) fee, which shall accrue at the rate of 0.10% per annum Applicable Rate on the actual daily amount by which the aggregate Revolving Commitment of such Lender under each Revolving Credit Facility exceeds the amount of Revolving Loans and L/C Exposure of such Tranche A Bank’s Tranche A Lender under such Revolving Credit Facility (but, for the avoidance of doubt, excluding the Swingline Exposure of such Lender) during the period from and including the Original Closing Date to but excluding the date on which such Commitment Amount exceeded terminates; provided that any commitment fee accrued with respect to the aggregate outstanding principal amount Revolving Commitment of a Defaulting Lender during the Tranche A Loans made 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 Tranche A Bank Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Company prior to such time; and provided further that no commitment fee shall accrue on the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Accrued commitment fees shall be payable in arrears on the first Business Day of 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 Original Closing 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 (iiincluding the first day but excluding the last day). (b) each of the Tranche B Borrowers severally Each Borrower agrees to pay (and neither jointly nor jointly and severallyi) shall pay to the Administrative Agent for the account of each Tranche B Bank Applicable Participant a participation fee with respect to its participations in Letters of Credit issued for the account of such Tranche B Bank’s pro rata share of the commitment fee (the “Tranche B Commitment Fee”; and collectively with the Tranche A Commitment FeeBorrower under each Revolving Credit Facility, the “Commitment Fees”) which shall accrue at the rate of 0.10% per annum Applicable Rate on the actual daily amount by which the aggregate amount Outstanding Amount of such BankApplicable Participant’s Tranche B Commitment Amount exceeded L/C Exposure in respect of Letters of Credit issued for the aggregate outstanding principal amount account of the Tranche B Loans made by such Bank, provided that if Borrower under such Bank continues to have any Revolving Credit Exposure after its Commitment terminates with respect thereto, then such commitment fee shall continue Facility (excluding any portion thereof attributable to accrue on unreimbursed L/C Disbursements) during the daily amount of such Bank’s Revolving Credit Exposure period from and including the date on which its Commitment terminates Original Closing Date to but excluding the later of the date on which such Bank Applicable Participant’s Revolving Commitment in respect of Letters of Credit issued for the account of such Borrower under such Revolving Credit Facility terminates and the date on which such Applicable Participant ceases to have any L/C Exposure in respect of Letters of Credit issued for the account of such Borrower under such Revolving Credit Exposure. For Facility and (ii) to each Issuing Bank a fronting fee, which shall accrue at the purpose rate per annum separately agreed between such Issuing Bank and such Borrower on the actual daily Outstanding Amount of calculating the Commitment Fees, Swing Line Advances shall not be considered L/C Exposure in respect of Letters of Credit issued for the account of such Borrower under such Revolving Credit Facility (excluding any portion thereof attributable to unreimbursed L/C Disbursements) attributable to Letters of Credit issued for the account of such Borrower by such Issuing Bank during the period from and including the Restatement Effective Date to but excluding the later of the date of termination of all Revolving Commitments under which such Borrower is a Borrower and the date on which there ceases to be outstanding Loans. (b) Commitment Fees shall accrue from any L/C Exposure in respect of Letters of Credit issued for the account of such Borrower under such Revolving Credit Facility, as well as such Issuing Bank’s standard fees and include commissions with respect to the Effective Date but exclude the Termination Dateissuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Accrued Commitment Fees Unless otherwise specified above, participation fees and fronting fees shall be payable quarterly in arrears for the period ending on each Commitment Fee Accrual Date, payable on the corresponding Commitment Fee Payment Datelast Business Day of March, June, September and December of each year, commencing on the first Commitment Fee Payment Date such date to occur after the Restatement Effective Date; provided that all such fees shall be payable on the date hereofon which the applicable Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments under which such Borrower is a Borrower terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this clause 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) Subject The Company agrees to the allocation requirements of Section 2.13, each Borrower severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent Agent, for its own account, quarterly fees payable in advance, on the Effective Date amounts and on at the 15th day of each July, October and January, its pro rata share of the non-refundable agent’s fee as agreed upon separately, by the Borrowers and times provided in the Administrative AgentAgency Fee Letter. (d) The obligation of each Tranche A Borrower to pay the Tranche A Commitment Fee All fees payable hereunder shall be ratable based paid on the proportion such Tranche A Borrower’s allocation as set forth dates due, in the Allocation Notice then in effect bears Dollars and immediately available funds, to the allocations of all Tranche A BorrowersAdministrative Agent (or to the relevant Issuing Bank, in the aggregate, as set forth in the Allocation Notice then in effect. The obligation case of each Tranche B Borrower fees payable to pay 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 Borrowersit) for distribution, in the aggregatecase of commitment fees and participation fees, as set forth in to the Allocation Notice then in effectLenders. Fees paid shall not be refundable under any circumstances. (e) Each Borrower shall pay all accrued fees under paragraphs (a) and (b) owing by such Borrower immediately prior to the effectiveness of this Agreement on the Restatement Effective Date.

Fees. (a) Subject The Borrower agrees 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 a facility fee to the Administrative Agent for the account of each Tranche A Bank such Tranche A Bank’s pro rata share of Lender (other than a Defaulting Lender to the commitment fee (the “Tranche A Commitment Fee”) extent provided in Section 2.19), which shall accrue at the rate of 0.10% per annum Applicable Rate on the daily amount by which of the aggregate amount Commitment of such Tranche A Bank’s Tranche A Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such 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”terminates; and collectively with the Tranche A Commitment Feeprovided that, the “Commitment Fees”) at the rate of 0.10% per annum on the daily amount by which the aggregate amount of such Bank’s Tranche B Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche B Loans made by such Bank, provided that if such Bank Lender continues to have any Revolving Credit Exposure after its Commitment terminates with respect theretoterminates, then such commitment facility fee shall continue to accrue on the daily amount of such BankLender’s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Bank Lender ceases to have any Revolving Credit Exposure. 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 include the Effective Date but exclude the Termination Date. Accrued Commitment Fees facility fees shall be payable quarterly in arrears for the period ending on each Commitment Fee Accrual Date, payable on the corresponding Commitment Fee Payment Datethird Business Day following the last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first Commitment Fee Payment Date 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 Eurodollar Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower and the Issuing Bank on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) Subject The Borrower agrees to the allocation requirements of Section 2.13, each Borrower severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent Agent, for its own account, quarterly fees payable in advance, on the Effective Date amounts and on at the 15th day of each July, October and January, its pro rata share of the non-refundable agent’s fee as times separately agreed upon separately, by between the Borrowers Borrower and the Administrative Agent. (d) The obligation of each Tranche A Borrower to pay the Tranche A Commitment Fee All fees payable hereunder shall be ratable based paid on the proportion such Tranche A Borrower’s allocation as set forth dates due, in the Allocation Notice then in effect bears immediately available funds, to the allocations of all Tranche A BorrowersAdministrative Agent (or to the Issuing Bank, in the aggregate, as set forth in the Allocation Notice then in effect. The obligation case of each Tranche B Borrower fees payable to pay 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 Borrowersit) for distribution, in the aggregatecase of facility fees and participation fees, as set forth in to the Allocation Notice then in effectLenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) Subject The Borrower agrees 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 Tranche A Bank such Tranche A Bank’s pro rata share of the commitment fee (the “Tranche A Commitment Fee”) Lender a facility fee, which shall accrue at the rate of 0.10% per annum Applicable Rate on the daily amount by which of the aggregate amount Commitment of such Tranche A Bank’s Tranche A Lender (whether used or unused) during the period from and including the Closing Date to but excluding the date on which such 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”expires or is terminated; and collectively with the Tranche A Commitment Feeprovided that, the “Commitment Fees”) at the rate of 0.10% per annum on the daily amount by which the aggregate amount of such Bank’s Tranche B Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche B Loans made by such Bank, provided that if such Bank Lender continues to have any Revolving Credit Exposure after its Commitment terminates with respect theretoterminates, then such commitment facility fee shall continue to accrue on the daily amount of such BankLender’s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Bank Lender ceases to have any Revolving Credit Exposure. 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 include the Effective Date but exclude the Termination Date. Accrued Commitment Fees facility fees shall be payable quarterly in arrears for the period ending on each Commitment Fee Accrual Date, payable on the corresponding Commitment Fee Payment Datelast day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first Commitment Fee Payment Date 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 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). (cb) Subject The Borrower agrees to the allocation requirements of Section 2.13, each Borrower severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent for the account of each Lender a utilization fee, which shall accrue at a rate per annum of 0.125% on the daily amount of such Lender’s Revolving Credit Exposure, for any periods during which (i) the sum of (A) the Aggregate Outstanding Extensions of Credit hereunder plus (B) the Aggregate Outstanding Extensions of Credit (as defined in the Five-Year Credit Agreement) under the Five-Year Credit Agreement exceeds (ii) 50% of the sum of (A) the aggregate amount of Commitments hereunder plus (B) the aggregate amount of Commitments (as defined in the Five-Year Credit Agreement) under the Five-Year Credit Agreement. Accrued utilization fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first applicable such date to occur after the date hereof. All utilization fees shall be computed on the basis of a year of 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, quarterly fees payable in advance, on the Effective Date amounts and on at the 15th day of each July, October and January, its pro rata share of the non-refundable agent’s fee as times separately agreed upon separately, by between the Borrowers Borrower and the Administrative Agent. (d) The obligation of each Tranche A Borrower to pay the Tranche A Commitment Fee All fees payable hereunder shall be ratable based paid on the proportion such Tranche A Borrower’s allocation as set forth dates due, in the Allocation Notice then in effect bears immediately available funds, to the allocations of all Tranche A BorrowersAdministrative Agent for distribution, in the aggregatecase of facility fees and utilization fees, as set forth in the Allocation Notice then in effect. The obligation of each Tranche B Borrower to pay 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 aggregate, as set forth in the Allocation Notice then in effectLenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) Subject The Borrower agrees 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 Tranche A Bank such Tranche A Bank’s pro rata share of the commitment Lender a facility fee (the a “Tranche A Commitment Facility Fee”) ), which shall accrue at the rate of 0.10% per annum Applicable Rate on the daily amount by which of the aggregate amount Commitment of such Tranche A Bank’s Tranche A Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such 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”terminates; and collectively with the Tranche A Commitment Feeprovided that, the “Commitment Fees”) at the rate of 0.10% per annum on the daily amount by which the aggregate amount of such Bank’s Tranche B Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche B Loans made by such Bank, provided that if such Bank Lender continues to have any Revolving Credit Exposure after its Commitment terminates with respect theretoterminates, then such commitment fee Facility Fee shall continue to accrue on the daily amount of such BankLender’s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Bank Lender ceases to have any Revolving Credit Exposure. 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 include the Effective Date but exclude the Termination Date. Accrued Commitment Facility Fees shall be payable quarterly in U.S. Dollars in arrears for the period ending on each Commitment Fee Accrual Date, payable on the corresponding third Business Day after the last day of March, June, September and December of each year and on the date on which the Commitment Fee Payment Dateof the applicable Lender terminates, commencing on the first Commitment Fee Payment Date such date to occur after the date hereof; provided that any Facility Fees accruing after the date on which the Commitment of such Lender terminates shall be payable on demand. All Facility Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrower agrees to pay (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 Eurodollar Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank 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) during the period from and including the Effective Date to but excluding the later of the date of the termination of the Commitment of such Issuing Bank and the date on which there ceases to be any LC Exposure with respect to Letters of Credit issued by such Issuing Bank, as well as each Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Commitment of such Lender or Issuing Bank, as the case may be, terminates and any such fees accruing after the date on which such Commitment terminates shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this Section 2.11(b) shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) Subject The Borrower agrees to the allocation requirements of Section 2.13, each Borrower severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent Agent, for its own account, quarterly fees payable in advance, on the Effective Date amounts and on at the 15th day of each July, October and January, its pro rata share of the non-refundable agent’s fee as times separately agreed upon separately, by between the Borrowers Borrower and the Administrative Agent. (d) The obligation of each Tranche A Borrower to pay the Tranche A Commitment Fee All fees payable hereunder shall be ratable based paid on the proportion such Tranche A Borrower’s allocation as set forth dates due, in the Allocation Notice then in effect bears immediately available funds, to the allocations of all Tranche A BorrowersAdministrative Agent (or to any Issuing Bank, in the aggregate, as set forth in the Allocation Notice then in effect. The obligation case of each Tranche B Borrower fees payable to pay 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 Borrowersit) for distribution, in the aggregatecase of Facility Fees and Letters of Credit participation fees, as set forth in to the Allocation Notice then in effectLenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) Subject The Borrower agrees 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 Tranche A Bank such Tranche A Bank’s pro rata share of the commitment fee (the “Tranche A Commitment Fee”) Lender, a facility fee, which shall accrue at the a rate of 0.10% per annum equal to the Applicable Margin on the daily amount by which of the aggregate amount Commitment of such Tranche A Bank’s Tranche A Lender (regardless of usage) 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 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”terminates; and collectively with the Tranche A Commitment Feeprovided that, the “Commitment Fees”) at the rate of 0.10% per annum on the daily amount by which the aggregate amount of such Bank’s Tranche B Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche B Loans made by such Bank, provided that if such Bank Lender continues to have any Revolving Credit Exposure after its Commitment terminates with respect theretoterminates, then such commitment facility fee shall continue to accrue on the daily amount of such Bank’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 Bank Lender ceases to have any Revolving Credit Exposure. For Accrued facility fees shall be payable in arrears on the purpose last day of calculating March, June, September and December of each year, each date on which the Commitment FeesCommitments are permanently reduced and on the date on which the Commitments terminate, Swing Line Advances commencing on the first such date to occur after the Agreement Date, provided that all unpaid facility fees shall not be considered to payable on the date on which the Commitments terminate and provided further that facility fees which accrue after the Commitments terminate shall be outstanding Loanspayable 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) Commitment Fees The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Margin 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 include including the Effective Closing Date to but exclude excluding the Termination Datelater 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 for its own account a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower and the Issuing Bank on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the 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 the Issuing Bank's standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Accrued Commitment Fees participation fees and fronting fees shall be payable quarterly in arrears for the period ending on each Commitment Fee Accrual Date, payable on the corresponding Commitment Fee Payment Datelast day of March, June, September and December of each year, commencing on the first Commitment Fee Payment Date such date to occur after the date hereof; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within ten days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) Subject The Borrower agrees to the allocation requirements of Section 2.13, each Borrower severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent for its own account, quarterly in advance, 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 Effective Date 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 15th 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 of each July, October and January, its pro rata share of but excluding the non-refundable agent’s fee as agreed upon separately, by the Borrowers and the Administrative Agentlast day). (d) The obligation of each Tranche A Borrower agrees to pay to each Credit Party, for its own account, fees and other amounts payable in the Tranche A Commitment Fee amounts and at the times separately agreed upon in writing between the Borrower and such Credit Party. (e) All fees and other amounts payable hereunder shall be ratable based paid on the proportion such Tranche A Borrower’s allocation as set forth in the Allocation Notice then in effect bears to the allocations of all Tranche A Borrowersdates due, in the aggregate, as set forth in the Allocation Notice then in effectimmediately available funds. The obligation of each Tranche B Borrower to pay the Tranche B Commitment Fee Fees and other amounts paid shall not 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 aggregate, as set forth in the Allocation Notice then in effectrefundable under any circumstances.

Fees. (a) Subject The Borrower agrees 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 Tranche A Bank such Tranche A Bank’s pro rata share of the Revolving Lender a commitment fee (the “Tranche A Commitment Fee”) fee, which shall accrue at the rate of 0.10% per annum Applicable Rate on the daily amount by Available Revolving Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which the aggregate amount Revolving Commitment 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”Lender terminates; and collectively with the Tranche A Commitment Feeprovided that, the “Commitment Fees”) at the rate of 0.10% per annum on the daily amount by which the aggregate amount of such Bank’s Tranche B Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche B Loans made by such Bank, provided that if such Bank Lender continues to have any Revolving Credit Exposure after its Revolving Commitment terminates with respect theretoterminates, then such commitment fee shall continue to accrue on the daily amount of such BankLender’s Revolving Credit Exposure from and including the date on which its Revolving Commitment terminates to but excluding the date on which such Bank Lender ceases to have any Revolving Credit Exposure. 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 include the Effective Date but exclude the Termination Date. Accrued Commitment Fees commitment fees shall be payable quarterly in arrears for the period ending on each Commitment Fee Accrual Date, payable on the corresponding Commitment Fee Payment Datelast day of March, June, September and December of each year and on the date on which the Revolving Commitments terminate, commencing on the first Commitment Fee Payment Date such date to occur after the date hereof; provided that any commitment fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. 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) 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 Eurodollar Revolving Loans on the average daily Dollar Amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to each Issuing Bank for its own account a fronting fee, which shall accrue at the rate per annum separately agreed between the Borrower and the applicable Issuing Bank on the average daily Dollar Amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments 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 third (3rd) Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to 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) Subject The Borrower agrees to the allocation requirements of Section 2.13, each Borrower severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent Agent, for its own account, quarterly fees payable in advance, on the Effective Date amounts and on at the 15th day of each July, October and January, its pro rata share of the non-refundable agent’s fee as times separately agreed upon separately, by between the Borrowers Borrower and the Administrative Agent. (d) The obligation of each Tranche A Borrower to pay the Tranche A Commitment Fee All fees payable hereunder or in connection therewith shall be ratable based paid on the proportion such Tranche A Borrower’s allocation as set forth dates due, in the Allocation Notice then in effect bears immediately available funds, to the allocations of all Tranche A BorrowersAdministrative Agent (or to an Issuing Bank, in the aggregate, as set forth in the Allocation Notice then in effect. The obligation case of each Tranche B Borrower fees payable to pay 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 it) for distribution to the allocations of all Tranche B Borrowers, in the aggregate, as set forth in the Allocation Notice then in effectapplicable parties. Fees paid shall not be refundable under any circumstances.

Fees. (a) Subject The Borrower agrees 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 Tranche A Bank such Tranche A Bank’s pro rata share of the commitment fee (the “Tranche A Commitment Fee”) Lender a facility fee, which shall accrue at the rate of 0.10% per annum Applicable Rate on the daily amount by which of the aggregate amount Commitment of such Tranche A Bank’s Tranche A Lender (whether used or unused) during the period from and including the date hereof to but excluding the date on which such 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”terminates; and collectively with the Tranche A Commitment Feeprovided that, the “Commitment Fees”) at the rate of 0.10% per annum on the daily amount by which the aggregate amount of such Bank’s Tranche B Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche B Loans made by such Bank, provided that if such Bank Lender continues to have any Revolving Credit Exposure after its Commitment terminates with respect theretoterminates, then such commitment facility fee shall continue to accrue on the daily amount of such BankLender’s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Bank Lender ceases to have any Revolving Credit Exposure. 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 include the Effective Date but exclude the Termination Date. Accrued Commitment Fees facility fees shall be invoiced and payable quarterly in arrears for the period ending on each Commitment Fee Accrual Date, payable on the corresponding Commitment Fee Payment Datelast day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first Commitment Fee Payment Date 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 Eurodollar Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the applicable Issuing Bank a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower and such Issuing Bank on the 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) during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure attributable to Letters of Credit issued by such Issuing Bank, as well as the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be invoiced and payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing 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) Subject The Borrower agrees to the allocation requirements of Section 2.13, each Borrower severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent Agent, for its own account, quarterly fees payable in advance, on the Effective Date amounts and on at the 15th day of each July, October and January, its pro rata share of the non-refundable agent’s fee as times separately agreed upon separately, by between the Borrowers Borrower and the Administrative Agent. (d) The obligation of each Tranche A Borrower to pay the Tranche A Commitment Fee All fees payable hereunder shall be ratable based paid on the proportion such Tranche A Borrower’s allocation as set forth dates due, in the Allocation Notice then in effect bears immediately available funds, to the allocations of all Tranche A BorrowersAdministrative Agent (or to the Issuing Bank, in the aggregate, as set forth in the Allocation Notice then in effect. The obligation case of each Tranche B Borrower fees payable to pay 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 Borrowersit) for distribution, in the aggregatecase of facility fees and participation fees, as set forth in to the Allocation Notice then in effectLenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) Subject The Company agrees 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 Tranche A Bank such Tranche A Bank’s pro rata share of the Revolving Lender a commitment fee (the “Tranche A Commitment Fee”) fee, which shall accrue at the rate of 0.10% per annum Applicable Rate on the daily amount by which of the aggregate amount Available Revolving Commitment of such Tranche A Bank’s Tranche A Lender during the period from and including the Original Effective Date to but excluding the date on which such 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”terminates; and collectively with the Tranche A Commitment Feeprovided that, the “Commitment Fees”) at the rate of 0.10% per annum on the daily amount by which the aggregate amount of such Bank’s Tranche B Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche B Loans made by such Bank, provided that if such Bank Lender continues to have any Revolving Credit Exposure after its Revolving Commitment terminates with respect theretoterminates, then such commitment fee shall continue to accrue on the daily amount of such BankLender’s Revolving Credit Exposure from and including the date on which its Revolving Commitment terminates to but excluding the date on which such Bank Lender ceases to have any Revolving Credit Exposure. For Accrued commitment fees shall be payable in arrears on the purpose last day of calculating March, June, September and December of each year and on the Commitment Feesdate on which the Commitments terminate, Swing Line Advances commencing on the first such date to occur after the Original Effective Date. All commitment fees shall not be considered to computed on the basis of a year of 360 days and shall be outstanding Loanspayable for the actual number of days elapsed (including the first day but excluding the last day). (b) Commitment Fees The 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 Eurocurrency Revolving Loans on the average daily Dollar Amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and include including the Original Effective Date to but exclude excluding the Termination Datelater 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 the Issuing Bank for its own account a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily Dollar Amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by the Issuing Bank during the period from and including the Original Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as 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. Accrued Commitment Fees 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 for the period ending on each Commitment Fee Accrual Date, payable on the corresponding Commitment Fee Payment Datethird (3rd) Business Day following such last day, commencing on the first Commitment Fee Payment Date such date to occur after the Original Effective Date; provided that all such fees shall be payable on the date hereofon which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the Issuing 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) Subject to the allocation requirements of Section 2.13, each Borrower severally (and neither jointly nor jointly and severally) The Company shall pay to the Administrative Agent for the account of each U.S. Term Lender a ticking fee, which shall accrue at the Applicable Rate on the amount of the U.S. Term Loan Commitment of such Lender during the period from and including December 1, 2011 (if the Company has not borrowed the U.S. Term Loans prior to such date) to but excluding the earlier of (i) the date on which the U.S. Term Loans are funded (the “Funding Date”) and (ii) March 31, 2012. Accrued ticking fees shall be payable, to the extent occurring prior to the Funding Date, in arrears on December 31, 2011 and on March 31, 2012, and on, and until, the Funding Date, unless the U.S. Term Loan Commitments are terminated in whole on an earlier date, in which event the ticking fee for the period up to the date of such termination in whole shall be paid on the date of such termination. All ticking fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (d) The Company agrees to pay to the Administrative Agent, for its own account, quarterly fees payable in advance, on the Effective Date amounts and on at the 15th day of each July, October and January, its pro rata share of the non-refundable agent’s fee as times separately agreed upon separately, by between the Borrowers Company and the Administrative Agent. (de) The obligation of each Tranche A Borrower to pay the Tranche A Commitment Fee All fees payable hereunder shall be ratable based paid on the proportion such Tranche A Borrower’s allocation dates due, in Dollars (except as set forth otherwise expressly provided in the Allocation Notice then in effect bears this Section 2.12) and immediately available funds, to the allocations of all Tranche A BorrowersAdministrative Agent (or to the Issuing Bank, in the aggregate, as set forth in the Allocation Notice then in effect. The obligation case of each Tranche B Borrower fees payable to pay 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 Borrowersit) for distribution, in the aggregatecase of commitment fees and participation fees, as set forth in to the Allocation Notice then in effectLenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) Subject The Borrower agrees 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 Tranche A Bank such Tranche A Bank’s pro rata share Revolving Lender (other than any Defaulting Lender) a commitment fee for the period from and including the First Funding Date to the last day of the commitment fee (the “Tranche A Revolving Commitment Fee”) Period, computed at the rate of 0.10% per annum applicable Commitment Fee Rate on the average 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 Available Revolving Commitment of such Tranche A Bank Revolving Lender during the period for which payment is made, payable quarterly in arrears on each Fee Payment Date, commencing on the first such date to occur after the First Funding Date. (b) The Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates as set forth in the applicable Fee Letter and to perform any other obligations contained therein; provided that the Administrative Agent will reimburse a pro-rated portion of its fee for any portion of any year in which it does not continue in its capacity as Administrative Agent. (iic) each of the Tranche B Borrowers severally (and neither jointly nor jointly and severally) shall The Borrower agrees to pay to the Administrative Agent for the account of each Tranche B Bank such Tranche B Bank’s pro rata share Revolving Lender a letter of the commitment credit fee (the “Tranche B Commitment Revolving L/C Fee”; and collectively with ) during 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 Bank’s Tranche B Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche B Loans made by such Bank, provided that if such Bank continues to have any Revolving Credit Exposure after its Commitment terminates with respect thereto, then such commitment fee shall continue to accrue on the daily amount of such Bank’s Revolving Credit Exposure period from and including the date on which its Commitment terminates First Funding Date to but excluding the later of the Revolving L/C Expiration Date and the date on which such Bank Revolving Lender ceases to have any Revolving L/C Obligations, on such Revolving Lender’s Revolving Percentage of the average daily maximum aggregate Available Amount of all outstanding Letters of Credit Exposureduring the period for which payment is made, at a rate per annum equal to the Applicable Margin for Eurodollar Loans effective for each day of such period. 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 include the Effective Date but exclude the Termination Date. Accrued Commitment Fees The Revolving L/C Fee shall be payable quarterly in arrears for the period ending on each Commitment Fee Accrual Date, payable on the corresponding Commitment Fee Payment Date, commencing on the first Commitment Fee Payment Date such date to occur after the date hereof. (c) Subject to the allocation requirements of Section 2.13, each Borrower severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent for its own account, quarterly in advance, on the Effective Date and on the 15th day of each July, October and January, its pro rata share of the non-refundable agent’s fee as agreed upon separately, by the Borrowers and the Administrative AgentFirst Funding Date. (d) The obligation If any Revolving Facility Issuing Bank has fronting exposure to a Revolving Lender that is not such Revolving Facility Issuing Bank in its capacity as Revolving Lender or an Affiliate of each Tranche A such Revolving Facility Issuing Bank, the Borrower agrees to pay to such Revolving Facility Issuing Bank for its own account a fronting fee with respect to each Letter of Credit issued by such Revolving Facility Issuing Bank in amounts and pursuant to terms to be separately agreed between the Tranche A Commitment Fee Borrower and such Revolving Facility Issuing Bank. The fronting fee (if any) shall be ratable based payable quarterly in arrears on each Fee Payment Date, commencing on the proportion first such Tranche A Borrower’s allocation date to occur after the First Funding Date. In addition, the Borrower agrees to pay to each Revolving Facility Issuing Bank for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of such Revolving Facility Issuing Bank relating to Letters of Credit as set forth in the Allocation Notice then in effect bears from time to the allocations of all Tranche A Borrowers, in the aggregate, as set forth in the Allocation Notice then time in effect. The obligation of each Tranche B Borrower to pay the Tranche B Commitment Fee , which fees, costs and charges shall be ratable based on the proportion payable to 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 aggregate, as set forth in the Allocation Notice then in effectRevolving Facility Issuing Bank within thirty (30) Business Days after its demand therefor.

Fees. (a) Subject to From the allocation requirements of Section 2.13, during Effective Date until (but excluding) the Revolving Credit Period (i) each earlier of the Tranche A Borrowers severally (Debt Rating Pricing Election Date and neither jointly nor jointly and severally) shall 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 Tranche A Bank such Tranche A Bank’s pro rata share of the commitment fee (the “Tranche A Commitment Fee”) Revolving Lender, a facility fee, which shall accrue at the rate Facility Fee Rate (as set forth in the definition of 0.10% per annum Applicable Rate) on the daily amount by which of the aggregate amount Revolving Commitment of such Tranche A Bank’s Tranche A Lender (whether used or unused) during the period from and including the Debt Rating Pricing Election Date to but excluding the date on which such 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”terminates; and collectively with the Tranche A Commitment Feeprovided that, the “Commitment Fees”) at the rate of 0.10% per annum on the daily amount by which the aggregate amount of such Bank’s Tranche B Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche B Loans made by such Bank, provided that if such Bank Revolving Lender continues to have any Revolving Credit Exposure after its Revolving Commitment terminates with respect theretoterminates, then such commitment facility fee shall continue to accrue on the daily amount of such BankLender’s Revolving Credit Exposure from and including the date on which its Revolving Commitment terminates to but excluding the date on which such Bank Lender ceases to have any Revolving Credit Exposure. 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 include the Effective Date but exclude the Termination Date. Accrued Commitment Fees facility fees shall be payable quarterly in arrears for the period ending on each Commitment Fee Accrual Date, payable on the corresponding Commitment Fee Payment Datelast day of March, June, September and December of each year and on the date on which the Revolving Commitments terminate, commencing on the first Commitment Fee Payment Date 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). (c) Subject The Borrower agrees to the allocation requirements of Section 2.13, each Borrower severally pay (and neither jointly nor jointly and severallyi) shall pay 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 Eurodollar Revolving Loans on the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the Issuing 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). (d) The Borrower agrees to pay to the Administrative Agent, for its own account, quarterly fees payable in advance, on the Effective Date amounts and on at the 15th day of each July, October and January, its pro rata share of the non-refundable agent’s fee as times separately agreed upon separately, by between the Borrowers Borrower and the Administrative Agent. (de) The obligation of each Tranche A Borrower to pay the Tranche A Commitment Fee All fees payable hereunder shall be ratable based paid on the proportion such Tranche A Borrower’s allocation as set forth dates due, in the Allocation Notice then in effect bears immediately available funds, to the allocations of all Tranche A BorrowersAdministrative Agent (or to the Issuing Bank, in the aggregate, as set forth in the Allocation Notice then in effect. The obligation case of each Tranche B Borrower fees payable to pay 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 Borrowersit) for distribution, in the aggregatecase of facility fees and participation fees, as set forth in to the Allocation Notice then in effectLenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) Subject The Company agrees 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 Tranche A Bank such Tranche A Bank’s pro rata share of the commitment fee (the “Tranche A Commitment Fee”) Revolving Lender a facility fee, which shall accrue at the rate of 0.10% per annum Applicable Rate on the daily amount by which the aggregate amount Revolving Commitment (whether drawn or undrawn) of such Tranche A Bank’s Tranche A Lender during the period from and including the Effective Date to but excluding the date on which such Revolving 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”terminates; and collectively with the Tranche A Commitment Feeprovided that, the “Commitment Fees”) at the rate of 0.10% per annum on the daily amount by which the aggregate amount of such Bank’s Tranche B Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche B Loans made by such Bank, provided that if such Bank Lender continues to have any Revolving Credit Exposure after its Revolving Commitment terminates with respect theretoterminates, then such commitment facility fee shall continue to accrue on the daily amount of such Bank▇▇▇▇▇▇’s Revolving Credit Exposure from and including the date on which its Revolving Commitment terminates to but excluding the date on which such Bank Lender ceases to have any Revolving Credit Exposure. For Accrued facility fees shall be payable in arrears on the purpose last Business Day of calculating March, June, September and December of each year and on the Commitment Feesdate on which the Revolving Commitments terminate, Swing Line Advances commencing on the first such date to occur after the Effective Date; provided that any facility fees accruing after the date on which the Revolving Commitments terminate shall not be considered to payable on demand. All facility fees shall be outstanding Loanscomputed on the basis of a 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) Commitment Fees The 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 SOFR Revolving Loans on the average daily Dollar Amount of such Lender’s LC Exposure in respect of Standby Letters of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements in respect of Standby Letters of Credit) during the period from and include including the Effective Date to but exclude excluding the Termination Datelater of the date on which such ▇▇▇▇▇▇’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure 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 a rate per annum of 0.125% on the average daily Dollar Amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments 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. Accrued Commitment Fees 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 for the period ending on each Commitment Fee Accrual Date, payable on the corresponding Commitment Fee Payment Datethird (3rd) Business Day following such last day, commencing on the first Commitment Fee Payment Date such date to occur after the Effective Date; provided that all such fees shall be payable on the date hereofon 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) 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) Subject The Company agrees to the allocation requirements of Section 2.13, each Borrower severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent for its own accountthe account of each Delayed Draw Term Lender (other than a Defaulting Lender) a ticking fee, quarterly in advance, on 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 15th day earlier of each July, October and January, its pro rata share (i) the termination in full of the non-refundable agent’s fee as agreed upon separately, by Delayed Draw Term Loan Commitments and (ii) the Borrowers and the Administrative AgentDelayed Draw Commitment Termination Date. (d) The obligation of each Tranche A Borrower Company agrees to pay to the Tranche A Commitment Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent (including, for the avoidance of doubt, the Facilities Fee Letter between the Company, Bank of America, N.A. and BofA Securities, Inc.). (e) All fees payable hereunder shall be ratable based paid on the proportion such Tranche A Borrower’s allocation dates due, in Dollars (except as set forth otherwise expressly provided in the Allocation Notice then in effect bears this Section 2.12) and immediately available funds, to the allocations of all Tranche A BorrowersAdministrative Agent (or to each Issuing Bank, in the aggregate, as set forth in the Allocation Notice then in effect. The obligation case of each Tranche B Borrower fees payable to pay 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 Borrowersit) for distribution, in the aggregatecase of facility fees and participation fees, as set forth in to the Allocation Notice then in effectapplicable Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) Subject The Company agrees 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 Tranche A Bank such Tranche A Bank’s pro rata share of the commitment fee (the “Tranche A Commitment Fee”) a facility fee, which shall accrue at the rate Applicable Facility Fee Rate, (i) prior to the termination of 0.10% per annum such Bank's Commitment, on the daily amount by which of the aggregate amount Commitment of such Tranche A Bank’s Tranche A Commitment Amount exceeded Bank (whether used or unused) during the aggregate outstanding principal amount of period from and including the Tranche A Loans made by such Tranche A Bank Effective Date to but excluding the date that the Commitments terminate 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 Bank’s Tranche B Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche B Loans made by such Bank, provided that if such Bank continues to have any Revolving Credit Exposure after its Commitment terminates with respect theretoterminates, then such commitment fee shall continue to accrue on the daily amount of such Bank’s Revolving 's Credit Exposure from and including the date on which its Commitment terminates to but excluding the date such Bank ceases to have any Credit Exposure. Accrued facility fees shall be payable on each Quarterly Date, commencing on the first such date after the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after such date shall be payable on demand. (b) The Company agrees to pay to the Administrative Agent for account of each Bank a letter of credit fee with respect to Letters of Credit (including the Existing External Fronted Letters of Credit), which shall accrue at the Applicable Letter of Credit Commission on the average daily aggregate undrawn amount of all outstanding Letters of Credit during the period from and including the Effective Date to but excluding the later of the date on which such Bank's Commitment terminates and the date on which such Bank ceases to have any Revolving Credit LC Exposure. For the purpose Letter of calculating the Commitment Fees, Swing Line Advances shall not be considered to be outstanding Loans. (b) Commitment Fees shall accrue from credit fees accrued through and include the Effective including each Quarterly 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 corresponding Commitment Fee Payment third Business Day following such Quarterly Date, commencing on the first Commitment Fee Payment Date such Business Day to occur after occur; provided that all such fees shall be payable on the date hereofon which the Commitments terminate and any such fees accruing after such date shall be payable on demand. (c) Subject The Company agrees to the allocation requirements of Section 2.13, each Borrower severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent for its own account, quarterly in advance, on the Effective Date and on the 15th day account of each JulyFronting Issuing Bank a fronting fee with respect to each Fronted Letter of Credit issued by such Fronting Issuing Bank, October which shall accrue at a rate per annum agreed in writing between the Company and January, its pro rata share of the non-refundable agent’s fee as agreed upon separately, by the Borrowers 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 obligation Account Parties agree to pay, on demand, to the Administrative Agent (with respect to Syndicated Letters of Credit) and each Fronting Issuing Bank (with respect to Fronted Letters of Credit issued by it), in each case for its own account, all commissions, charges, costs and expenses with respect to the issuance, amendment, renewal and extension of each Tranche A Borrower such Letter of Credit and drawings and other transactions relating thereto in amounts customarily charged from time to pay time in like circumstances by the Tranche A Commitment Fee Person that is serving as the Administrative Agent or such Fronting Issuing Bank, as the case may be, or, as may be separately agreed from time to time by the Company on behalf of the Account Parties and the Administrative Agent or such Fronting Issuing Bank, as the case may be. (e) All fees payable hereunder shall be ratable based paid on the proportion such Tranche A Borrower’s allocation as set forth dates due, in the Allocation Notice then in effect bears immediately available funds, to the allocations of all Tranche A Borrowers, in the aggregateAdministrative Agent for distribution, as set forth in the Allocation Notice then in effect. The obligation of each Tranche B Borrower to pay 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 applicable, to the allocations of all Tranche B Borrowers, in the aggregate, as set forth in the Allocation Notice then in effectBanks entitled thereto. Fees paid hereunder shall not be refundable under any circumstances.

Fees. (a) Subject The Borrower shall pay to the allocation requirements of Section 2.13, during Administrative Agent for its own account fees in the Revolving Credit Period amounts and at the times previously agreed upon in writing by the Borrower and the Administrative Agent. (ib) each of the Tranche A Borrowers severally (and neither jointly nor jointly and severally) shall The Borrower agrees to pay to the Administrative Agent for the account of each Tranche A Bank such Tranche A Bank’s pro rata share of the commitment fee (the “Tranche A Commitment Fee”) Lender a facility fee, which shall accrue at the rate of 0.10% Applicable Percentage per annum (determined daily in accordance with Schedule I) on the daily amount by which of the aggregate amount Revolving Commitment (whether used or unused) of such Tranche A Bank’s Tranche A Commitment Amount exceeded Lender during 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”Availability Period; and collectively with the Tranche A Commitment Feeprovided, the “Commitment Fees”) at the rate of 0.10% per annum on the daily amount by which the aggregate amount of such Bank’s Tranche B Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche B Loans made by such Bank, provided that if such Bank Lender continues to have any Revolving Credit Exposure after its the Revolving Commitment terminates with respect theretoTermination Date, then such commitment the facility fee shall continue to accrue on the daily amount of such Bank’s Revolving Credit Exposure from and after the Revolving Commitment Termination Date to the date that all of such Lender’s Revolving Credit Exposure has been paid in full. (c) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a 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 participation in each Letter of Credit, which shall accrue at a rate per annum equal to the Applicable Margin for Eurodollar Loans then in effect on the average daily amount of such Lender’s LC Exposure attributable to such Letter of Credit during the period from and including the date on which its Commitment terminates of issuance of such Letter of Credit to but excluding the date on which such Letter of Credit expires or is drawn in full (including without limitation any LC Exposure that remains outstanding after the Revolving Commitment Termination Date) and (ii) to the Issuing Bank ceases for its own account a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to have unreimbursed LC Disbursements) during the Availability Period (or until the date that such Letter of Credit is irrevocably cancelled, whichever is later), as well as the Issuing Bank’s standard fees with respect to issuance, amendment, renewal or extension of any Revolving Letter of Credit Exposureor processing of drawings thereunder. For Notwithstanding the purpose foregoing, if the Required Lenders elect to increase the interest rate on the Loans to the Default Interest pursuant to Section 2.13(c), the rate per annum used to calculate the letter of calculating the Commitment Fees, Swing Line Advances credit fee pursuant to clause (i) above shall not automatically be considered to be outstanding Loansincreased by an additional 2% per annum. (e) The Borrower shall pay to the Administrative Agent, for the ratable benefit of each Lender, the upfront fee previously agreed upon by the Borrower and the Administrative Agent, which shall be due and payable on the Closing Date. (f) Accrued fees under paragraphs (b), (c) Commitment Fees shall accrue from and include the Effective Date but exclude the Termination Date. Accrued Commitment Fees above shall be payable quarterly in arrears for the period ending on each Commitment Fee Accrual Date, payable on the corresponding Commitment Fee Payment Datelast day of each March, June, September and December, commencing on the first Commitment Fee Payment Date to occur after the date hereof. (c) Subject to the allocation requirements of Section 2.13March 31, each Borrower severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent for its own account, quarterly in advance, on the Effective Date 2007 and on the 15th day of each JulyRevolving Commitment Termination Date (and if later, October the date the Loans and January, its pro rata share of the non-refundable agent’s fee as agreed upon separately, by the Borrowers and the Administrative Agent. (d) The obligation of each Tranche A Borrower to pay the Tranche A Commitment Fee LC Exposure shall be ratable based on repaid in their entirety); provided further, that any such fees accruing after the proportion such Tranche A Borrower’s allocation as set forth in the Allocation Notice then in effect bears to the allocations of all Tranche A Borrowers, in the aggregate, as set forth in the Allocation Notice then in effect. The obligation of each Tranche B Borrower to pay the Tranche B Revolving Commitment Fee Termination Date shall be ratable based payable 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 aggregate, as set forth in the Allocation Notice then in effectdemand.

Fees. (a) Subject The Borrower agrees 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 Tranche A Bank such Tranche A Bank’s pro rata share of the Revolving Lender a commitment fee (the “Tranche A Commitment Fee”) fee, which shall accrue at the rate of 0.10% per annum Applicable Rate on the average daily amount by which the aggregate amount of such Tranche A Bank’s Tranche A Commitment Amount exceeded the aggregate outstanding principal unused amount of the Tranche A Loans made by Revolving Commitment of such Tranche A Bank Revolving Lender during the period from and including the date hereof to but excluding the date on which the Revolving Commitments terminate. Commitment fees accrued through and including the last Business Day of March, June, September and December of each year shall be payable in arrears on the fifteenth day following such last day and on the date on which the Revolving Commitments terminate (ii) each 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. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the Tranche B Borrowers severally outstanding Revolving Loans and LC Exposure of such Lender (and neither jointly nor jointly and severallythe Swingline Exposure of such Lender shall be disregarded for such purpose). (b) shall The Borrower agrees to pay (i) to the Administrative Agent for the account of each Tranche B Bank 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 Tranche B BankLender’s pro rata share LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the commitment fee date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (the “Tranche B Commitment Fee”; and collectively with the Tranche A Commitment Feeii) to each Issuing Bank a fronting fee, the “Commitment Fees”) which shall accrue at the rate of 0.100.125% per annum on the average daily amount by which the aggregate amount of such Bank’s Tranche B Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche B Loans made LC Exposure attributable to Letters of Credit issued by such Bank, provided that if such Issuing Bank continues (excluding any portion thereof attributable to have any Revolving Credit Exposure after its Commitment terminates with respect thereto, then such commitment fee shall continue to accrue on unreimbursed LC Disbursements) during the daily amount of such Bank’s Revolving Credit Exposure period from and including the date on which its Commitment terminates Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which such Bank there ceases to have be any Revolving such LC Exposure, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit Exposureor processing of drawings thereunder. For Participation fees and fronting fees accrued through and including the purpose last day of calculating the Commitment FeesMarch, Swing Line Advances shall not be considered to be outstanding Loans. (b) Commitment Fees shall accrue from June, September and include the Effective Date but exclude the Termination Date. Accrued Commitment Fees December of each year shall be payable quarterly in arrears for the period ending on each Commitment Fee Accrual Date, payable on the corresponding Commitment Fee Payment Datefifteenth day following such last day, commencing on the first Commitment Fee Payment Date such date to occur after the Effective Date; provided that all such fees shall be payable on the date hereofon 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 an Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) Subject The Borrower agrees to the allocation requirements of Section 2.13, each Borrower severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent Agent, for its own account, quarterly fees payable in advance, on the Effective Date amounts and on at the 15th day of each July, October and January, its pro rata share of the non-refundable agent’s fee as times separately agreed upon separately, by between the Borrowers Borrower and the Administrative Agent. (d) The obligation of each Tranche A Borrower to pay the Tranche A Commitment Fee All fees payable hereunder shall be ratable based paid on the proportion such Tranche A Borrower’s allocation as set forth dates due, in the Allocation Notice then in effect bears immediately available funds, to the allocations of all Tranche A BorrowersAdministrative Agent (or to the applicable Issuing Bank, in the aggregate, as set forth in the Allocation Notice then in effect. The obligation case of each Tranche B Borrower fees payable to pay 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 Borrowersit) for distribution, in the aggregatecase of commitment fees and participation fees, as set forth in to the Allocation Notice then in effectRevolving Lenders entitled thereto. Fees paid hereunder shall not be refundable under any circumstances.

Fees. (a) Subject The Borrower agrees 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 Tranche A Bank such Tranche A Bank’s pro rata share of the commitment Lender with a Commitment a facility fee, which fee (the “Tranche A Commitment Fee”) shall accrue at the rate of 0.10% per annum Applicable Rate on the daily amount by which of the aggregate amount Commitment of such Tranche A Bank’s Tranche A Lender (whether used or unused) from and including the Closing Date to but excluding the date on which such 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 Feeterminates provided that, the “Commitment Fees”) at the rate of 0.10% per annum on the daily amount by which the aggregate amount of such Bank’s Tranche B Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche B Loans made by such Bank, provided that if such Bank Lender continues to have any Revolving Credit Exposure after its Commitment terminates with respect theretoterminates, then such commitment facility fee shall continue to accrue on the daily amount of such BankLender’s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Bank Lender ceases to have any Revolving Credit Exposure. 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 include the Effective Date but exclude the Termination Date. Accrued Commitment Fees facility fees shall be payable quarterly in arrears for the period ending on each Commitment Fee Accrual Date, payable on the corresponding Commitment Fee Payment Datethird Business Day following the last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first Commitment Fee Payment Date such date to occur after the date hereof. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The 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 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 Closing Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate 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) during the period from and including the Closing Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, cancellation, negotiation, transfer, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the 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 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) Subject The Borrower agrees to the allocation requirements of Section 2.13, each Borrower severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent and the Arrangers, for its own accounttheir respective accounts, quarterly fees payable in advance, on the Effective Date amounts and on at the 15th day of each July, October and January, its pro rata share of the non-refundable agent’s fee as times separately agreed upon separately, by between the Borrowers Borrower and the Administrative Agentapplicable party. (d) The obligation of each Tranche A Borrower to pay the Tranche A Commitment Fee All fees payable hereunder shall be ratable based paid on the proportion such Tranche A Borrower’s allocation as set forth dates due, in the Allocation Notice then in effect bears immediately available funds, to the allocations of all Tranche A BorrowersAdministrative Agent (or to any Issuing Bank, in the aggregate, as set forth in the Allocation Notice then in effect. The obligation case of each Tranche B Borrower fees payable to pay 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 Borrowersit) for distribution, in the aggregatecase of facility fees and participation fees, as set forth in to the Allocation Notice then in effectLenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) Subject The Borrower agrees to the allocation requirements of Section 2.13, during the Revolving Credit Period pay (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 Tranche A Bank such Tranche A Bank’s pro rata share of the commitment Revolving Lender (other than any Revolving Lender that is a Defaulting Lender) a participation fee (the “Tranche A Commitment LC Fee”) with respect to its participations in Letters of Credit, which shall accrue at the rate of 0.10% a per annum rate equal to the Applicable Margin then in effect with respect to Revolving Loans that are Eurodollar Advances on the daily amount by which the aggregate face amount of such Tranche A Bank’s Tranche A Commitment Amount exceeded Letters of Credit during the aggregate outstanding principal amount period from and including the Closing Date to but excluding the later of the Tranche A Loans made by date on which such Tranche A Bank Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each of the Tranche B Borrowers severally (and neither jointly nor jointly and severally) LC Issuer a fronting fee, which 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”) accrue at the rate of 0.10per annum separately agreed upon (but no more than 0.125% per annum on annum) between the daily amount by which the aggregate amount of Borrower and such Bank’s Tranche B Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche B Loans made by such Bank, provided that if such Bank continues to have any Revolving Credit Exposure after its Commitment terminates with respect thereto, then such commitment fee shall continue to accrue LC Issuer on the daily amount of the LC Exposure with respect to Letters of Credit issued by such Bank’s Revolving Credit Exposure LC Issuer (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date on which its Commitment terminates Closing Date to but excluding the later of the date of termination of the Revolving Credit Commitments and the date on which such Bank there ceases to have be any Revolving LC Exposure, as well as such LC Issuer’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit Exposureor processing of drawings thereunder. For LC Fees and fronting fees accrued through and including the purpose last day of calculating the Commitment FeesMarch, Swing Line Advances shall not be considered to be outstanding Loans. (b) Commitment Fees shall accrue from June, September and include the Effective Date but exclude the Termination Date. Accrued Commitment Fees December of each year shall be payable quarterly in arrears for the period ending on each Commitment Fee Accrual Date, payable on the corresponding Commitment Fee Payment Datethird Business Day following such last day, commencing on the first Commitment Fee Payment Date such date to occur after the Closing Date; provided that all such fees shall be payable on the date hereof. (c) Subject on which the Revolving Credit Commitments terminate and any such fees accruing after the date on which the Revolving Credit Commitments terminate shall be payable on demand. Any other fees payable to the allocation requirements of Section 2.13, each Borrower severally (LC Issuers pursuant to this paragraph shall be payable within 30 days after demand. All LC Fees and neither jointly nor jointly and severally) fronting fees shall pay to the Administrative Agent for its own account, quarterly in advance, be computed on the Effective Date basis of a year of 360 days and on the 15th day of each July, October and January, its pro rata share of the non-refundable agent’s fee as agreed upon separately, by the Borrowers and the Administrative Agent. (d) The obligation of each Tranche A Borrower to pay the Tranche A Commitment Fee shall be ratable based on payable for the proportion such Tranche A Borrower’s allocation as set forth in actual number of days elapsed (including the Allocation Notice then in effect bears to first day but excluding the allocations of all Tranche A Borrowers, in the aggregate, as set forth in the Allocation Notice then in effect. The obligation of each Tranche B Borrower to pay 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 aggregate, as set forth in the Allocation Notice then in effectlast day).

Fees. (a) Subject The Borrower agrees to pay to each Revolving Facility Lender (other than any Defaulting Lender), through the allocation requirements Administrative Agent, on the first day of Section 2.13each calendar month, during and on the date on which the Commitments of all the Revolving Credit Period (i) each of the Tranche A Borrowers severally (and neither jointly nor jointly and severally) Facility Lenders shall pay to the Administrative Agent for the account of each Tranche A Bank such Tranche A Bank’s pro rata share of the be terminated as provided herein, a commitment fee (the “Tranche A Commitment Fee”) at the 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 Bank’s Tranche B Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche B Loans made by such Bank, provided that if such Bank continues to have any Revolving Credit Exposure after its Commitment terminates with respect thereto, then such commitment fee shall continue to accrue on the daily amount of the Available Unused Commitment of such BankRevolving Facility Lender during the preceding month (or other period commencing with the Closing Date or ending with the Revolving Facility Maturity Date or the date on which the last of the Commitments of such Lender shall be terminated) at the rate per annum equal to the Applicable Commitment Fee. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. The Commitment Fee due to each Lender shall commence to accrue on the Closing Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as provided herein. (b) The Borrower agrees to pay (i) to each Revolving Facility Lender (other than any Defaulting Lender), through the Administrative Agent, on the first day of each month, and on the date on which the Commitments of all the Revolving Facility Lenders shall be terminated as provided herein, a fee (an “L/C Participation Fee”) on such Revolving Facility Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements), during the preceding month (or other period commencing with the Closing Date or ending with the Revolving Facility Maturity Date or the date on which the last of the Commitments of such Revolving Facility Lender shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Facility Borrowings effective for each day in such period, and (ii) to each Issuing Bank, for its own account (x) on the first day of each month, and on the date on which the Commitments of all the Revolving Facility Lenders shall be terminated as provided herein, a fronting fee in respect of each Letter of Credit Exposure issued by such Issuing Bank for the period from and including the date on which its Commitment terminates of issuance of such Letter of Credit to but excluding and including the date on which termination of such Letter of Credit, computed at a rate equal to 0.125% per annum of the daily average stated amount of such Letter of Credit, plus (y) in connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank’s customary documentary and processing fees and charges (collectively, “Issuing Bank ceases to have any Revolving Credit ExposureFees”). For the purpose of calculating the Commitment Fees, Swing Line Advances shall not be considered to be outstanding Loans. (b) Commitment All L/C Participation Fees shall accrue from and include the Effective Date but exclude the Termination Date. Accrued Commitment Issuing Bank Fees shall be payable quarterly in arrears for the period ending on each Commitment Fee Accrual Date, payable computed on the corresponding Commitment Fee Payment Date, commencing on basis of the first Commitment Fee Payment Date to occur after the date hereofactual number of days elapsed in a year of 360 days. (c) Subject The Borrower agrees to pay the allocation requirements of Section 2.13, each Borrower severally (and neither jointly nor jointly and severally) shall pay agency fees to the Administrative Agent Agent, for its own accountaccount (the “Administrative Agent Fees”), quarterly in advanceeach case set forth in the Fee Letter, on as amended, restated, supplemented or otherwise modified from time to time, at the Effective Date and on the 15th day of each July, October and January, its pro rata share of the non-refundable agent’s fee as agreed upon separately, by the Borrowers and the Administrative Agenttimes specified therein. (d) The obligation of Borrower agrees to pay to each Tranche A Revolving Facility Lender, through the Administrative Agent, on the Closing Date, an upfront fee (the “Upfront Fee”) in the amount specified in the Fee Letter. (e) The Borrower agrees to pay the Tranche A Commitment Fee shall be ratable based on the proportion such Tranche A Borrower’s allocation as other fees set forth in the Allocation Notice then in effect bears to the allocations of all Tranche A BorrowersFee Letter, in the aggregate, as set forth in amounts and at the Allocation Notice then in effect. The obligation of each Tranche B Borrower to pay the Tranche B Commitment Fee times specified therein. (f) All Fees shall be ratable based paid on the proportion such Tranche B Borrower’s allocation as set forth dates due, in the Allocation Notice then immediately available funds in effect bears Dollars, to the allocations Administrative Agent for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of all Tranche B Borrowers, in the aggregate, as set forth in the Allocation Notice then in effectFees shall be refundable under any circumstances.

Fees. (a) Subject The Borrower agrees 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 Tranche A Bank such Tranche A Bank’s pro rata share Revolving Lender (other than any Defaulting Lender) a commitment fee, with respect to Revolving Commitments, for the period from and including the Closing Date to the last day of the commitment fee (the “Tranche A Revolving Commitment Fee”) Period, computed at the rate of 0.10% per annum applicable Commitment Fee Rate on the daily amount by which the aggregate amount of such Tranche A Bank’s Tranche A Commitment Amount exceeded the aggregate outstanding principal average amount of the Tranche A Loans made by aggregate Available Revolving Commitment of such Tranche A Bank Lender during the period for which payment is made, payable quarterly in arrears on each Fee Payment Date, commencing on the first such date to occur after the Closing Date. (b) The Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates as set forth in the applicable Fee Letter and to perform any other obligations contained therein; provided that the Administrative Agent will reimburse a pro-rated portion of its fee for any portion of any year in which it does not continue in its capacity as Administrative Agent. (iic) each of the Tranche B Borrowers severally (and neither jointly nor jointly and severally) shall The Borrower agrees to pay to the Administrative Agent for the account of each Tranche B Bank Revolving Lender a letter of credit fee with respect to its participations in each applicable outstanding Letter of Credit under the Revolving Facility in which such Tranche B Bank’s pro rata share of the commitment fee Revolving Lender has a Revolving Commitment (the “Tranche B Commitment L/C Fee”; and collectively with the Tranche A Commitment Fee, the “Commitment Fees”) which shall accrue at the a rate of 0.10% per annum equal to the Applicable Margin for Eurodollar Loans on the daily amount by which Available Amount then available to be drawn under such Letter of Credit, during the aggregate amount of such Bank’s Tranche B Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche B Loans made by such Bank, provided that if such Bank continues to have any Revolving Credit Exposure after its Commitment terminates with respect thereto, then such commitment fee shall continue to accrue on the daily amount of such Bank’s Revolving Credit Exposure period from and including the date on which its Commitment terminates Closing Date to but excluding the later of the L/C Expiration Date and the date on which such Bank Lender ceases to have any Revolving Credit ExposureL/C Obligations. 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 include the Effective Date but exclude the Termination Date. Accrued Commitment Fees The L/C Fee shall be payable quarterly in arrears for the period ending on each Commitment Fee Accrual Date, payable on the corresponding Commitment Fee Payment Date, commencing on the first Commitment Fee Payment Date such date to occur after the date hereof. (c) Subject to the allocation requirements of Section 2.13, each Borrower severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent for its own account, quarterly in advance, on the Effective Date and on the 15th day of each July, October and January, its pro rata share of the non-refundable agent’s fee as agreed upon separately, by the Borrowers and the Administrative AgentClosing Date. (d) The obligation of each Tranche A Borrower agrees to pay to each Revolving Facility Issuing Bank that has fronting exposure to a Revolving Lender that is not an Affiliate of such Revolving Facility Issuing Bank for its own account a fronting fee with respect to each Letter of Credit issued by such Revolving Facility Issuing Bank in amounts and pursuant to terms to be separately agreed between the Tranche A Commitment Fee Borrower and such Revolving Facility Issuing Bank. The fronting fee (if any) shall be ratable based payable quarterly in arrears on each Fee Payment Date, commencing on the proportion first such Tranche A Borrower’s allocation date to occur after the Closing Date. In addition, the Borrower agrees to pay to each Revolving Facility Issuing Bank for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of such Revolving Facility Issuing Bank relating to letters of credit as set forth in the Allocation Notice then in effect bears from time to the allocations of all Tranche A Borrowers, in the aggregate, as set forth in the Allocation Notice then time in effect. The obligation of each Tranche B Borrower to pay the Tranche B Commitment Fee , which fees, costs and charges shall be ratable based on the proportion payable to 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 aggregate, as set forth in the Allocation Notice then in effectRevolving Facility Issuing Bank within thirty (30) Business Days after its demand therefor.

Fees. (a) Subject The Company agrees 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 Tranche A Bank such Tranche A Bank’s pro rata share of the commitment Lender a facility fee (the “Tranche A Commitment Fee”) in Dollars, which shall accrue at the rate of 0.10% per annum Applicable Rate on the daily amount by which of the aggregate amount Commitment of such Tranche A Bank’s Tranche A Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such 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”terminates; and collectively with the Tranche A Commitment Feeprovided that, the “Commitment Fees”) at the rate of 0.10% per annum on the daily amount by which the aggregate amount of such Bank’s Tranche B Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche B Loans made by such Bank, provided that if such Bank Lender continues to have any Revolving Credit Exposure after its Commitment terminates with respect theretoterminates, then such commitment facility 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 Bank Lender ceases to have any Revolving Credit Exposure. 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 include the Effective Date but exclude the Termination Date. Accrued Commitment Fees facility fees shall be payable quarterly in arrears for the period ending on each Commitment Fee Accrual Date, payable on the corresponding Commitment Fee Payment Date, commencing on the first Commitment Fee Payment Date 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 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 Eurocurrency Revolving Loans on such Lender’s Applicable Percentage of the face amount of all outstanding Letters of Credit during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to each Issuing Bank for its own account a fronting fee, which shall accrue at the rate of 0.125% per annum on the face amount of all outstanding Letters of Credit issued by each Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as 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. Unless otherwise specified above, participation fees and fronting fees shall be payable quarterly in arrears on each Payment Date, commencing on the first such date to occur after the date hereof; provided that any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Banks pursuant to this paragraph shall be payable 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) Subject The Company agrees to the allocation requirements of Section 2.13, each Borrower severally (and neither jointly nor jointly and severally) shall pay to (i) the Administrative Agent Agent, for its own account, quarterly fees payable in advance, on the Effective Date amounts and on at the 15th day of each July, October and January, its pro rata share of the non-refundable agent’s fee as times separately agreed upon separately, by between the Borrowers 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) The obligation of each Tranche A Borrower to pay the Tranche A Commitment Fee All fees payable hereunder shall be ratable based paid on the proportion such Tranche A Borrower’s allocation dates due, in Dollars (except as set forth otherwise expressly provided in the Allocation Notice then in effect bears this Section 2.12) and immediately available funds, to the allocations of all Tranche A BorrowersAdministrative Agent (or to the Issuing Banks or JPMorgan, in the aggregate, as set forth in the Allocation Notice then in effect. The obligation case of each Tranche B Borrower fees payable to pay 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 Borrowersthem) for distribution, in the aggregatecase of facility fees and participation fees, as set forth in to the Allocation Notice then in effectLenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) Subject The Company agrees 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 Agent, in US Dollars, for the account of each Tranche A Bank such Tranche A Bank’s pro rata share of the commitment fee (the “Tranche A Commitment Fee”) Lender, a facility fee, which shall accrue at the rate of 0.10% per annum Applicable Rate on the daily amount by which the aggregate amount of each Commitment of such Tranche A Bank’s Tranche A Lender, whether used or unused, during the period from and including the Closing Date to but excluding the date on which such 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”terminates; and collectively with the Tranche A Commitment Feeprovided, the “Commitment Fees”) at the rate of 0.10% per annum on the daily amount by which the aggregate amount of such Bank’s Tranche B Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche B Loans made by such Bank, provided that if such Bank any Lender continues to have any Revolving Credit Exposure under any Tranche after its Commitment terminates with respect theretoof such Tranche terminates, then such commitment facility fee shall continue to accrue on the daily amount of such BankLender’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 Bank Lender ceases to have any Revolving Credit Exposure. 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 include the Effective Date but exclude the Termination DateExposure under such Tranche. Accrued Commitment Fees facility fees shall be payable quarterly in arrears for the period ending on each Commitment Fee Accrual Date, payable on the corresponding Commitment Fee Payment Datefirst day of January, April, July and October of each year, commencing on the first Commitment Fee Payment Date 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 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 Applicable Rate used to determine the interest rate applicable to Global Tranche LIBOR Revolving Loans, on the daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Global Tranche Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the 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 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 each Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued or becoming payable in respect of Letters of Credit issued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Global Tranche Commitments terminate and any such fees accruing after the date on which the Global Tranche Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Banks pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) Subject Each Canadian Borrowing Subsidiary agrees to the allocation requirements of Section 2.13, each Borrower severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent Canadian Agent, for its own account, quarterly in advancethe 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 Effective Date and on the 15th day of each July, October and January, its pro rata share aggregate face amount of the non-refundable agent’s fee as agreed upon separately, B/As accepted by such Lender on such date by the Borrowers 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 Administrative Agentdenominator of which is 365. (d) The obligation of each Tranche A Borrower Company agrees to pay to the Tranche A Commitment Fee Agents, for their own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Agents. (e) All fees payable hereunder shall be ratable based paid on the proportion such Tranche A Borrower’s allocation as set forth dates due, in immediately available funds, to the Administrative Agent, to the Issuing Banks (in the Allocation Notice then in effect bears case of fees payable to them) or to the allocations of all Tranche A Borrowers, Canadian Agent (in the aggregatecase of fees referred to in paragraph (c) of this Section) for distribution (i) in the case of facility 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 set forth in the Allocation Notice then in effectcase may be. The obligation of each Tranche B Borrower to pay the Tranche B Commitment Fee Fees paid shall not 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 aggregate, as set forth in the Allocation Notice then in effectrefundable under any circumstances.

Fees. (a) Subject The Borrower agrees 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 Tranche A Bank such Tranche A Bank’s pro rata share of Lender (other than a Defaulting Lender to the extent set forth in Section 2.20) a commitment fee (the “Tranche A Commitment Fee”) fee, which shall accrue at the rate of 0.10% per annum Applicable Rate on the average daily amount by which the aggregate amount of such Tranche A Bank’s Tranche A Commitment Amount exceeded the aggregate outstanding principal unused 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 Bank’s Tranche B Lender during the period from and including the date of this Agreement to but excluding the date on which such Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche B Loans made by such Bankterminates; provided that, provided that if such Bank Lender continues to have any Revolving Credit Exposure after its Commitment terminates with respect theretoterminates, then such commitment fee shall continue to accrue on the daily amount of such BankLender’s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Bank Lender ceases to have any Revolving Credit Exposure. 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 include the Effective Date but exclude the Termination Date. Accrued Commitment Fees commitment fees shall be payable quarterly in arrears for the period ending on each Commitment Fee Accrual Date, payable on the corresponding Commitment Fee Payment Datelast day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first Commitment Fee Payment Date such date to occur after the date hereof; provided that any commitment fees accruing after the date on which the Commitments terminate shall be payable on demand. 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) 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 Eurodollar Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to un-reimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of one eighth of one percent (0.125%) per annum, on the average daily amount of the LC Exposure (excluding any portion thereof attributable to un-reimbursed LC Disbursements) during the period from and including the 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 the Issuing Bank’s reasonable and customary fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Closing Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) Subject The Borrower agrees to the allocation requirements of Section 2.13, each Borrower severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent Agent, for its own account, quarterly fees payable in advance, on the Effective Date amounts and on at the 15th day of each July, October and January, its pro rata share of the non-refundable agent’s fee as times separately agreed upon separately, by between the Borrowers Borrower and the Administrative Agent. (d) The obligation of each Tranche A Borrower agrees to pay to the Tranche A Commitment Fee 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 ratable based paid on the proportion such Tranche A Borrower’s allocation as set forth dates due, in the Allocation Notice then in effect bears immediately available funds, to the allocations of all Tranche A BorrowersAdministrative Agent (or to the Issuing Bank, in the aggregate, as set forth in the Allocation Notice then in effect. The obligation case of each Tranche B Borrower fees payable to pay 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 Borrowersit) for distribution, in the aggregatecase of commitment fees and participation fees, to the Lenders or to the Joint Lead Arrangers and Joint Bookrunners, as set forth in the Allocation Notice then in effectapplicable. Fees paid shall not be refundable under any circumstances.

Fees. (a) Subject to Section 2.22, 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 Company agrees to pay to the U.S. Administrative Agent Agent, in U.S. Dollars, for the account of each Tranche A Bank such Tranche A Bank’s pro rata share of the commitment fee (the “Tranche A Commitment Fee”) applicable Lender a facility fee, which shall accrue at the rate of 0.10% per annum Applicable Rate on the daily amount by which of the aggregate amount U.S. Commitment of such Tranche A Bank’s Tranche A Commitment Amount exceeded Lender (whether used or unused) and, subject to Section 2.22, 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 Canadian Borrower agrees to pay to the Canadian Administrative Agent Agent, in U.S. Dollars, 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 Feeapplicable Lender a facility fee, the “Commitment Fees”) which shall accrue at the rate of 0.10% per annum Applicable Rate on the daily amount by which of the aggregate amount Canadian Commitment of such Bank’s Tranche B Lender (whether used or unused), in each case such fee shall accrue during the period from and including the date hereof to but excluding the date on which such Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche B Loans made by terminates; provided that, if any such Bank, provided that if such Bank Lender continues to have any Class of Revolving Credit Exposure after its Commitment of such Class terminates with respect theretoin full, then such commitment facility fee shall continue to accrue on the daily amount of such BankLender’s Revolving Credit Exposure of such Class from and including the date on which its Commitment of such Class terminates to but excluding the date on which such Bank Lender ceases to have any Revolving Credit Exposure. For the purpose Exposure of calculating the Commitment Fees, Swing Line Advances shall not be considered to be outstanding Loans. (b) Commitment Fees shall accrue from and include the Effective Date but exclude the Termination Datesuch Class. Accrued Commitment Fees facility fees shall be payable quarterly in arrears for the period ending on each Commitment Fee Accrual Date, payable on the corresponding Commitment Fee Payment Datelast day of March, June, September and December of each year and, with respect to Commitments of either Class, on the date on which the Commitments of such Class terminate, commencing on the first Commitment Fee Payment Date such date to occur after the date hereof; provided that any facility fees accruing with respect to a Class of Revolving Credit Exposure, after the date on which the Commitments of such Class terminate in full, 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 Canadian Borrower agrees to pay to the Canadian Administrative Agent, for the account of each Canadian Lender, on each date on which B/As drawn by the Canadian Borrower are accepted hereunder, in Canadian Dollars, an acceptance fee equal to (i) the product of the Applicable Rate and the face amount of each B/A accepted by such Lender multiplied by (ii) a fraction, the numerator of which is the number of days in the Contract Period applicable to such B/A and the denominator of which is 365. (c) Subject The Company agrees to pay (i) to the allocation requirements of Section 2.13, each Borrower severally (and neither jointly nor jointly and severally) shall pay to the U.S. Administrative Agent for the account of each U.S. Lender a participation fee with respect to its own accountparticipations in Letters of Credit, quarterly in advance, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans on the average daily amount of such U.S. Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such U.S. Lender’s U.S. Commitment terminates and the date on which such U.S. Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank a fronting fee equal to 0.125% per annum on the 15th average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the U.S. Commitments and the date on which there ceases to be any LC Exposure, as well as each Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each Julyyear shall be payable on the third Business Day following such last day, October commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the U.S. Commitments terminate and January, its pro rata share any such fees accruing after the date on which the U.S. Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the non-refundable agent’s fee as agreed upon separately, by actual number of days elapsed (including the Borrowers and first day but excluding the Administrative Agentlast day). (d) The obligation of each Tranche A Borrower Company agrees to pay to the Tranche A Commitment Fee U.S. Administrative Agent, for its own account fees payable in the amounts and at the times separately agreed upon between the Company and the U.S. Administrative Agent. (e) All fees payable hereunder shall be ratable based paid on the proportion such Tranche A Borrower’s allocation as set forth dates due, in the Allocation Notice then in effect bears immediately available funds, to the allocations of all Tranche A BorrowersU.S. Administrative Agent (or (i) to the Canadian Administrative Agent, in the aggregate, as set forth in the Allocation Notice then in effect. The obligation case of fees payable under paragraph (b) above or (ii) to each Tranche B Borrower to pay 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 BorrowersIssuing Bank, in the aggregatecase of fees payable to it) for distribution, as set forth in the Allocation Notice then in effectcase of facility fees, participation fees and utilization fees, to the relevant Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) Subject The Borrower agrees 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 Tranche A Bank such Tranche A Bank’s pro rata share of the commitment Lender a facility fee (the each a “Tranche A Commitment Facility Fee”) ), which shall accrue at the rate of 0.10% per annum Applicable Rate on the daily amount by which of the aggregate amount Commitment of such Tranche A Bank’s Tranche A Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such 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”terminates; and collectively with the Tranche A Commitment Feeprovided that, the “Commitment Fees”) at the rate of 0.10% per annum on the daily amount by which the aggregate amount of such Bank’s Tranche B Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche B Loans made by such Bank, provided that if such Bank Lender continues to have any Revolving Credit Exposure after its Commitment terminates with respect theretoterminates, then such commitment fee Facility Fee shall continue to accrue on the daily amount of such BankLender’s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Bank Lender ceases to have any Revolving Credit Exposure. For Accrued Facility Fees shall be payable in arrears on the purpose last day of calculating March, June, September and December of each year and on the Commitment Feesdate on which the Commitments terminate, Swing Line Advances commencing on the first such date to occur after the Effective Date; provided that any Facility Fees accruing after the date on which the Commitments terminate shall not be considered to payable on demand. All Facility Fees shall be outstanding Loanscomputed on the basis of a 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) Commitment Fees shall accrue from and include the 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 corresponding Commitment Fee Payment Date, commencing on the first Commitment Fee Payment Date The Borrower agrees to occur after the date hereof. (c) Subject to the allocation requirements of Section 2.13, each Borrower severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent for the account of each Lender a letter of credit risk participation fee (each a “LC Risk Participation Fee”), which shall accrue at the Applicable Rate on the average daily amount of the LC Outstandings during the period from and including the Effective Date to but excluding the Termination Date or such later date as on which there shall cease to be any LC Outstandings. Accrued LC Risk Participation Fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date to occur after the Effective Date; provided that any LC Risk Participation Fees accruing after the date on which the Commitments terminate shall be payable on demand. All LC Risk Participation Fees shall be computed on the basis of a 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 Borrower shall also pay to the LC Bank for its own accountaccount (x) a fronting fee, quarterly 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 advancerespect 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 the 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 15th last day of March, June, September and December of each Julyyear and on the earlier of (i) the Effective Date and (ii) the date on which such Commitment terminates, October commencing on the first such date to occur after the date that is ninety (90) days after the Closing Date. All Ticking Fees shall be computed on the basis of a year of 360 days and January, its pro rata share shall be payable for the actual number of days elapsed (including the non-refundable agent’s fee as agreed upon separately, by first day but excluding the Borrowers and the Administrative Agentlast day). (d) The obligation of each Tranche A Borrower agrees to pay to the Tranche A Commitment Fee shall be ratable based on Administrative Agent, JPMorgan Chase Bank, N.A. and Barclays Bank PLC, in each case, for its own account and for the proportion such Tranche A Borrower’s allocation as set forth account of the other Persons entitled thereto, the fees provided for in the Allocation Notice then in effect bears applicable fee letter dated November 7, 2014, executed and delivered with respect to the allocations of all Tranche A Borrowerscredit facility provided for herein, in each case, in the aggregate, as amounts and at the times set forth therein and in the Allocation Notice then in effect. The obligation of each Tranche B Borrower to pay the Tranche B Commitment Fee immediately available funds. (e) All fees payable hereunder shall be ratable based on the proportion such Tranche B Borrower’s allocation as set forth paid in the Allocation Notice then in effect bears to the allocations of all Tranche B Borrowers, in the aggregate, as set forth in the Allocation Notice then in effectimmediately available funds. Fees due and paid shall not be refundable under any circumstances.

Fees. (a) Subject The Borrower agrees 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 Tranche A Bank such Tranche A Bank’s pro rata share Revolving Credit Lender a facility fee, which shall accrue at the Facility Fee Rate on the average daily unused portion of the commitment fee (the “Tranche A Revolving Credit Commitment Fee”) at the 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 Revolving Credit Lender during the aggregate outstanding principal amount of period from and including the Tranche A Loans made by such Tranche A Bank and (ii) each of Effective Date to but excluding 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”Revolving Credit Termination Date; and collectively with the Tranche A Commitment Feeprovided that, the “Commitment Fees”) at the rate of 0.10% per annum on the daily amount by which the aggregate amount of such Bank’s Tranche B Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche B Loans made by such Bank, provided that if such Bank Revolving Credit Lender continues to have any Revolving Credit Exposure after its Revolving Credit Commitment terminates with respect theretoterminates, then such commitment facility fee shall continue to accrue on the daily amount of such BankRevolving Credit Lender’s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Bank Revolving Credit Lender ceases to have any Revolving Credit Exposure. 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 include the Effective Date but exclude the Termination Date. Accrued Commitment Fees facility fees shall be payable quarterly in arrears for the period ending on each Commitment Fee Accrual Date, payable on the corresponding Commitment Fee Payment Datelast day of November, February, May, and August of each year and on the Revolving Credit Termination Date (and on any later date upon which Revolving Credit Exposure ceases to exist, if any), commencing on the first Commitment Fee Payment Date 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 Revolving Credit Lender, based on such Revolving Credit Lender’s Applicable Percentage, a letter of credit fee (the “Letter of Credit Fee”) with respect to each Letter of Credit issued hereunder, which shall be payable monthly in arrears on the last day of each month commencing with the month after the Effective Date and which shall accrue at a rate per annum equal to the Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the Stated Amount of the Letters of Credit, during the period from and including the Effective Date to but excluding the later of the date on which such Revolving Credit Lender’s Revolving Credit Commitment terminates and the date on which such Revolving Credit Lender ceases to have any LC Exposure; and (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the Total LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of Revolving Credit Termination Date and the date on which there ceases to be any LC Exposure, as well as the Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Fronting fees accrued through and including the last day of November, February, May, and August of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the Revolving Credit Termination Date and any such fees accruing after the Revolving Credit Termination Date shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand. All fronting fees and 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) Subject The Borrower agrees to the allocation requirements of Section 2.13, each Borrower severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent Agent, for its own account, quarterly fees payable in advance, on the Effective Date amounts and on at the 15th day of each July, October and January, its pro rata share of the non-refundable agent’s fee as times separately agreed upon separately, by between the Borrowers Borrower and the Administrative Agent. (d) The obligation Borrower agrees to pay to the Administrative Agent, on the Effective Date, for the account of each Tranche A Borrower Term Lender based on such Term Lender’s Applicable Percentage, a non-refundable facility fee in an aggregate amount equal to pay the Tranche A Commitment Fee $37,500. (e) All fees payable hereunder shall be ratable based paid on the proportion such Tranche A Borrower’s allocation as set forth dates due, in the Allocation Notice then in effect bears immediately available funds, to the allocations of all Tranche A BorrowersAdministrative Agent (or to the Issuing Bank, in the aggregate, as set forth in the Allocation Notice then in effect. The obligation case of each Tranche B Borrower fees payable to pay 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 Borrowersit) for distribution, in the aggregatecase of facility fees and Letter of Credit Fees, as set forth in to the Allocation Notice then in effectapplicable Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) Subject The Company agrees 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 Tranche A Bank such Tranche A Bank’s pro rata share of the commitment fee (the “Tranche A Commitment Fee”) Revolving Lender a facility fee, which shall accrue at the rate of 0.10% per annum Applicable Rate on the daily amount by which Dollar Amount of the aggregate amount Revolving Commitment of such Tranche A Bank’s Tranche A Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such 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”terminates; and collectively with the Tranche A Commitment Feeprovided that, the “Commitment Fees”) at the rate of 0.10% per annum on the daily amount by which the aggregate amount of such Bank’s Tranche B Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche B Loans made by such Bank, provided that if such Bank Lender continues to have any Revolving Credit Exposure after its Revolving Commitment terminates with respect theretoterminates, then such commitment facility fee shall continue to accrue on the daily amount Dollar Amount of such BankLender’s Revolving Credit Exposure from and including the date on which its Revolving Commitment terminates to but excluding the date on which such Bank Lender ceases to have any Revolving Credit Exposure. For ; provided, however, that any facility fee accrued with respect to the purpose Revolving Commitment of calculating a Defaulting Lender during the Commitment Fees, Swing Line Advances period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be considered payable by the Company so long as such Lender shall be a Defaulting Lender except to be outstanding Loans. (b) Commitment Fees 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 from and include on the Effective Date but exclude the Termination DateRevolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Accrued Commitment Fees facility fees shall be payable quarterly in arrears for the period ending on each Commitment Fee Accrual Date, payable on the corresponding Commitment Fee Payment Datelast day of March, June, September and December of each year and on the date on which the Revolving Commitments terminate, commencing on the first Commitment Fee Payment Date 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 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 Eurocurrency Revolving Loans on the average daily Dollar Amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to the relevant Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily Dollar Amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments 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. 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 third (3rd) Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to 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) Subject The Company agrees to the allocation requirements of Section 2.13, each Borrower severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent Agent, for its own account, quarterly fees payable in advance, on the Effective Date amounts and on at the 15th day of each July, October and January, its pro rata share of the non-refundable agent’s fee as times separately agreed upon separately, by between the Borrowers Company and the Administrative Agent. (d) The obligation of each Tranche A Borrower to pay the Tranche A Commitment Fee All fees payable hereunder shall be ratable based paid on the proportion such Tranche A Borrower’s allocation as set forth dates due, in the Allocation Notice then in effect bears Dollars and immediately available funds, to the allocations of all Tranche A BorrowersAdministrative Agent (or to the relevant Issuing Bank, in the aggregate, as set forth in the Allocation Notice then in effect. The obligation case of each Tranche B Borrower fees payable to pay 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 Borrowersit) for distribution, in the aggregatecase of facility fees and participation fees, as set forth in to the Allocation Notice then in effectLenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) Subject to the allocation requirements of Section 2.132.20, during the Revolving Credit Period (i) each of the Tranche A Borrowers severally (and neither jointly nor jointly and severally) shall ▇▇▇▇▇▇▇▇ agrees to pay to the Administrative Agent for the account of each Tranche A Bank such Tranche A Bank’s Lender on a pro rata share of the commitment basis (based on Commitments) a facility fee (the “Tranche A Commitment Facility Fee”) ), which Facility Fee shall accrue at the rate of 0.10% per annum Facility Fee Rate 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 Commitments (iiwhether used or unused) each of during 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”Fee Payment Period; and collectively with the Tranche A Commitment Feeprovided that, the “Commitment Fees”) at the rate of 0.10% per annum on the daily amount by which the aggregate amount of such Bank’s Tranche B Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche B Loans made by such Bank, provided that if such Bank Lender continues to have any Revolving Credit Exposure after its Commitment terminates with respect theretoterminates, then such commitment fee Facility Fee shall continue to accrue on the daily amount of such BankLender’s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Bank Lender ceases to have any Revolving Credit Exposure. 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 include the Effective Date but exclude the Termination Date. Accrued Commitment Facility Fees shall be payable quarterly in arrears for the period ending on each Commitment Fee Accrual Date, payable on the corresponding Commitment Fee Payment third (3rd) Business Day of April, July, October and January of each year, as applicable, and on the Maturity Date, commencing on the first Commitment Fee Payment Date (1st) such date to occur after the Effective Date; provided that any Facility Fees accruing as of the date hereofon which the Commitments terminate shall be payable on demand. All Facility Fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year), shall be payable for the actual number of days elapsed (including the first (1st) day but excluding the last day) and shall be payable in US Dollars. (b) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a commission with respect to all outstanding Letters of Credit, which shall accrue at a per annum rate equal to the Term Benchmark Margin then in effect on the Dollar Equivalent of face amount of each such Letter of Credit during the Fee Payment Period, and (ii) to any Issuing Bank a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower and such Issuing Bank on the Dollar Equivalent of its LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the Fee Payment Period, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Accrued participation fees and fronting fees shall be payable in arrears on the third (3rd) Business Day of April, July, October, and January of each year, as applicable, and on the Maturity Date, commencing on the first (1st) such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. For the purposes of the foregoing calculations, the Dollar Equivalent amount shall be calculated on the first Business Day of each calendar month of the related Fee Payment Period using the applicable Exchange Rate for each such non-US Dollar currency in effect as of the close of business on the last Business Day of the immediately preceding calendar month or by such other method that the Administrative Agent and APA may agree; provided that, in connection with any Letter of Credit newly issued in a non-US Dollar currency, the Dollar Equivalent amount of such newly issued Letter of Credit until the end of the calendar month in which such Letter of Credit was issued shall be determined using the Exchange Rate for such non-US Dollar currency in effect as of the close of business on the Business Day immediately preceding the date of issuance of such Letter of Credit. Any other fees payable to any Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first (1st) day but excluding the last day). All Letter of Credit Fees shall be payable in US Dollars. (c) Subject ▇▇▇▇▇▇▇▇ agrees to the allocation requirements of Section 2.13, each Borrower severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent Agent, for its own account, quarterly fees payable in advancethe amounts, on in US Dollars and at the Effective Date and on the 15th day of each July, October and January, its pro rata share of the non-refundable agent’s fee as times separately agreed upon separately, by the Borrowers between Borrower and the Administrative Agent. (d) The obligation of each Tranche A Borrower to pay the Tranche A Commitment Fee All fees payable hereunder shall be ratable based paid on the proportion such Tranche A Borrower’s allocation as set forth dates due, in the Allocation Notice then in effect bears immediately available funds, to the allocations of all Tranche A BorrowersAdministrative Agent (or to any Issuing Bank, in the aggregate, as set forth in the Allocation Notice then in effect. The obligation case of each Tranche B Borrower fees payable to pay 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 Borrowersit) for distribution, in the aggregatecase of Facility Fees and commissions pursuant to Section 2.11(c), as set forth in to the Allocation Notice then in effectLenders. Any and all fees paid shall not be refundable under any circumstances.

Fees. (a) Subject The Borrower agrees 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 Tranche A Bank such Tranche A Bank’s pro rata share of the Revolving Lender a commitment fee (the “Tranche A Commitment Fee”) fee, which shall accrue at the rate of 0.10% per annum Applicable Rate on the average 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 Available Revolving 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 Bank’s Tranche B Lender during the period from and including the Effective Date to but excluding the date on which such Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche B Loans made by such Bankterminates; provided that, provided that if such Bank Lender continues to have any Revolving Credit Exposure after its Revolving Commitment terminates with respect theretoterminates, then such commitment fee shall continue to accrue on the daily amount of such BankLender’s Revolving Credit Exposure from and including the date on which its Revolving Commitment terminates to but excluding the date on which such Bank Lender ceases to have any Revolving Credit Exposure. 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 include the Effective Date but exclude the Termination Date. Accrued Commitment Fees commitment fees shall be payable quarterly in arrears for the period ending on each Commitment Fee Accrual Date, payable on the corresponding Commitment Fee Payment Datelast day of March, June, September and December of each year and on the date on which the Revolving Commitments terminate, commencing on the first Commitment Fee Payment Date such date to occur after the date hereof; provided that any commitment fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. 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) 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 Eurodollar Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to the Issuing Bank for its own account a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by the Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as 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. 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 third (3rd) Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the 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) Subject The Borrower agrees to the allocation requirements of Section 2.13, each Borrower severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent Agent, for its own account, quarterly fees payable in advance, on the Effective Date amounts and on at the 15th day of each July, October and January, its pro rata share of the non-refundable agent’s fee as times separately agreed upon separately, by between the Borrowers Borrower and the Administrative Agent. (d) The obligation of each Tranche A Borrower to pay the Tranche A Commitment Fee All fees payable hereunder shall be ratable based paid on the proportion such Tranche A Borrower’s allocation as set forth dates due, in the Allocation Notice then in effect bears immediately available funds, to the allocations of all Tranche A BorrowersAdministrative Agent (or to the Issuing Bank, in the aggregate, as set forth in the Allocation Notice then in effect. The obligation case of each Tranche B Borrower fees payable to pay 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 Borrowersit) for distribution, in the aggregatecase of commitment fees and participation fees, as set forth in to the Allocation Notice then in effectapplicable Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) Subject The Company agrees 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 Tranche A Bank such Tranche A Bank’s pro rata share of the commitment fee (the “Tranche A Commitment Fee”) Lender a facility fee, which shall accrue at the rate of 0.10% per annum Applicable Rate on the daily amount by which of the aggregate amount Commitment of such Tranche A Bank’s Tranche A Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such 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”terminates; and collectively with the Tranche A Commitment Feeprovided that, the “Commitment Fees”) at the rate of 0.10% per annum on the daily amount by which the aggregate amount of such Bank’s Tranche B Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche B Loans made by such Bank, provided that if such Bank Lender continues to have any Revolving Credit Exposure after its Commitment terminates with respect theretoterminates, then such commitment facility fee shall continue to accrue on the daily amount of such BankLender’s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Bank Lender ceases to have any Revolving Credit Exposure. For the purpose of calculating the Commitment Fees, Swing Line Advances ; provided further that no facility fee shall not be considered paid to be outstanding Loans. (b) Commitment Fees shall accrue from and include the Effective Date but exclude the Termination Datea Defaulting Lender as provided in Section 2.24(a). Accrued Commitment Fees facility fees shall be payable quarterly in arrears for the period ending on each Commitment Fee Accrual Date, payable on the corresponding Commitment Fee Payment Datelast day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first Commitment Fee Payment Date 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 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 Eurocurrency Revolving Loans on the average daily Dollar Amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank for its own account a fronting fee, which shall accrue at a rate per annum separately agreed upon between the Company and the Issuing Bank on the average daily Dollar Amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as 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 third (3rd) Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing 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) Subject The Company agrees to the allocation requirements of Section 2.13, each Borrower severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent Agent, for its own account, quarterly fees payable in advance, on the Effective Date amounts and on at the 15th day of each July, October and January, its pro rata share of the non-refundable agent’s fee as times separately agreed upon separately, by between the Borrowers Company and the Administrative Agent. (d) The obligation of each Tranche A Borrower to pay the Tranche A Commitment Fee All fees payable hereunder shall be ratable based paid on the proportion such Tranche A Borrower’s allocation dates due, in Dollars (except as set forth otherwise expressly provided in the Allocation Notice then in effect bears this Section) and immediately available funds, to the allocations of all Tranche A BorrowersAdministrative Agent (or to the Issuing Bank, in the aggregate, as set forth in the Allocation Notice then in effect. The obligation case of each Tranche B Borrower fees payable to pay 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 Borrowersit) for distribution, in the aggregatecase of facility fees and participation fees, as set forth in to the Allocation Notice then in effectLenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) Subject to the allocation requirements of Section 2.13, during the Revolving Credit Period (i) each of the Tranche A The Borrowers severally (and neither jointly nor jointly and severally) shall severally agree to pay to the Administrative Agent for the account of each Tranche A Bank such Tranche A Bank’s pro rata share of the Revolving Lender a commitment fee (the “Tranche A Commitment Fee”) fee, which shall accrue at the rate of 0.10% per annum Applicable Rate on the daily amount by of the Available Revolving Commitment of such Revolving Lender during the period from and including the Closing Date to but excluding the date on which the aggregate amount last of the Revolving Commitments (or Extended Revolving Commitments) of such Tranche A Bank’s Tranche A Commitment Amount exceeded Revolving Lender terminates. Accrued commitment fees shall be payable in arrears on the aggregate outstanding principal amount last Business Day of March, June, September and December of each year and on the date on which the last of the Tranche A Loans made by Revolving Commitments terminate, commencing on the first such Tranche A Bank date to occur after the Closing Date; provided that any commitment fees accruing after the date on which such Revolving Commitments terminate shall be payable on demand. 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 (iiincluding the first day but excluding the last day). (b) each of the Tranche B The Borrowers severally agree to pay (and neither jointly nor jointly and severallyi) shall pay to the Administrative Agent for the account of each Tranche B Bank such Tranche B Bank’s pro rata share Revolving Lender a participation fee with respect to its participations in Letters of the commitment fee (the “Tranche B Commitment Fee”; and collectively with the Tranche A Commitment FeeCredit, the “Commitment Fees”) which shall accrue at the same Applicable Rate used to determine the interest rate of 0.10% per annum applicable to Eurocurrency Revolving Loans on the average daily amount by which the aggregate amount Dollar Amount of such BankRevolving Lender’s Tranche B Commitment Amount exceeded LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the aggregate outstanding principal amount of the Tranche B Loans made by such Bank, provided that if such Bank continues to have any Revolving Credit Exposure after its Commitment terminates with respect thereto, then such commitment fee shall continue to accrue on the daily amount of such Bank’s Revolving Credit Exposure period from and including the Closing Date to but excluding the later of the date on which its the last of such Revolving Lender’s Revolving Commitment terminates to but excluding and the date on which such Bank Revolving Lender ceases to have any LC Exposure and (ii) to the Issuing Bank for its own account a fronting fee, which shall accrue at the rate per annum separately agreed upon by the Borrowers and the Issuing Bank on the average daily Dollar Amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by the Issuing Bank during the period from and including the Closing Date to but excluding the later of the date of termination of the last of the Revolving Credit Exposure. For Commitments and the purpose of calculating the Commitment Fees, Swing Line Advances shall not be considered date on which there ceases to be outstanding Loans. (b) Commitment Fees shall accrue from any LC Exposure, as well as the Issuing Bank’s standard fees and include commissions with respect to the Effective Date but exclude issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Unless otherwise specified above, participation fees and fronting fees accrued through and including the Termination Date. Accrued Commitment Fees last day of March, June, September and December of each year shall be payable quarterly in arrears for the period ending on each Commitment Fee Accrual Date, payable on the corresponding Commitment Fee Payment Datethird (3rd) Business Day following such last day, commencing on the first Commitment Fee Payment Date such date to occur after the Closing Date; provided that all such fees shall be payable on the date hereofon which the last of the Revolving Commitments terminate and any such fees accruing after the date on which the such Revolving Commitments terminate shall be payable on demand. Any other fees payable to the Issuing 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) Subject The Borrowers agree to the allocation requirements of Section 2.13, each Borrower severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent Agent, for its own account, quarterly fees payable in advance, on the Effective Date amounts and on at the 15th day of each July, October and January, its pro rata share of the non-refundable agent’s fee as times separately agreed upon separately, by between the Borrowers and the Administrative Agent. (d) The obligation If any Repricing Event occurs prior to the date occurring six months after the Closing Date, the Borrowers agree to pay to the Administrative Agent, for the ratable account of each Tranche A Borrower Lender with Term B Loans that are subject to pay 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 Tranche A Commitment Fee aggregate principal amount of the Term B Loans subject to such Repricing Event. Such fees shall be ratable based 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 proportion such Tranche A Borrower’s allocation as set forth dates due, in the Allocation Notice then in effect bears Dollars and immediately available funds, to the allocations of all Tranche A BorrowersAdministrative Agent (or to the Issuing Bank, in the aggregate, as set forth in the Allocation Notice then in effect. The obligation case of each Tranche B Borrower fees payable to pay 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 Borrowersit) for distribution, in the aggregatecase of commitment fees and participation fees, as set forth in to the Allocation Notice then in effectapplicable Revolving Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) Subject The Borrowers agree 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 Agent, in US Dollars, for the account of the office (or Affiliate) of each Tranche A Bank Lender from which such Tranche A Bank’s pro rata share of Lender would make Loans to the commitment fee Company in US Dollars hereunder (which office or Affiliate shall be specified by each Lender in a notice delivered to the “Tranche A Commitment Fee”Administrative Agent prior to the initial payment to such Lender under this paragraph) a facility fee, which shall accrue at the rate relevant Facility Fee Rate specified in the definition of 0.10% per annum Applicable Rate on the daily amount by which of the aggregate amount Commitments (whether used or unused) of such Tranche A Bank’s Tranche A Commitment Amount exceeded Lender during the aggregate outstanding principal amount period from and including the date of this Agreement to but excluding 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”date on which its Commitments terminate; and collectively with the Tranche A Commitment Feeprovided that, the “Commitment Fees”) at the rate of 0.10% per annum on the daily amount by which the aggregate amount of such Bank’s Tranche B Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche B Loans made by such Bank, provided that if such Bank Lender continues to have any Revolving Credit Exposure after its Commitment terminates with respect theretoCommitments terminate, then such commitment facility fee shall continue to accrue on the daily amount of such BankLender’s Revolving Credit Exposure from and including the date on which its Commitment terminates Commitments terminate to but excluding the date on which such Bank Lender ceases to have any Revolving Credit Exposure. 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 include the Effective Date but exclude the Termination Date. Accrued Commitment Fees facility fees shall be payable quarterly in arrears for the period ending on each Commitment Fee Accrual Date, payable on the corresponding Commitment Fee Payment last day of March, June, September and December of each year, on any date prior to the Maturity Date on which all the Commitments shall have terminated and on the Maturity Date, commencing on the first Commitment Fee Payment Date such date to occur after the date hereof; provided that any facility fees accruing after the date on which all the Commitments shall have been terminated shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The 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 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 date hereof to but excluding the later of the date on which the last of such Lender’s Commitments terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to each Issuing Bank, a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Company and 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) during the period from and including the Effective Date to but excluding the later of the date of termination of all the Commitments and the date on which there ceases to be any LC Exposure attributable to Letters of Credit issued by such Issuing Bank, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date 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. 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) Subject The Borrowers agree to the allocation requirements of Section 2.13, each Borrower severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent Agent, for its own account, quarterly fees payable in advance, on the Effective Date amounts and on at the 15th day of each July, October and January, its pro rata share of the non-refundable agent’s fee as times separately agreed upon separately, by the Borrowers between any Borrower and the Administrative Agent. (d) The obligation of each Tranche A Borrower to pay the Tranche A Commitment Fee All fees payable hereunder shall be ratable based paid on the proportion such Tranche A Borrower’s allocation as set forth dates due, in the Allocation Notice then in effect bears immediately available funds, to the allocations of all Tranche A BorrowersAdministrative Agent (or to each Issuing Bank, in the aggregate, as set forth in the Allocation Notice then in effect. The obligation case of each Tranche B Borrower fees payable to pay 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 Borrowersit) for its own account or, in the aggregatecase of facility fees and Letter of Credit participation fees, as set forth in for distribution to the Allocation Notice then in effectLenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) Subject The Company agrees 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 Tranche A Bank such Tranche A Bank’s pro rata share of the commitment Lender a facility fee (the “Tranche A Commitment Fee”) in Dollars, which shall accrue at the rate of 0.10% per annum Applicable Rate on the daily amount by which of the aggregate amount Commitment of such Tranche A Bank’s Tranche A Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such 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”terminates; and collectively with the Tranche A Commitment Feeprovided that, the “Commitment Fees”) at the rate of 0.10% per annum on the daily amount by which the aggregate amount of such Bank’s Tranche B Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche B Loans made by such Bank, provided that if such Bank Lender continues to have any Revolving Credit Exposure after its Commitment terminates with respect theretoterminates, then such commitment facility fee shall continue to accrue on the daily amount of such BankLender’s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Bank Lender ceases to have any Revolving Credit Exposure. 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 include the Effective Date but exclude the Termination Date. Accrued Commitment Fees facility fees shall be payable quarterly in arrears for the period ending on each Commitment Fee Accrual Date, payable on the corresponding Commitment Fee Payment Date, commencing on the first Commitment Fee Payment Date 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 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 Eurocurrency Revolving Loans on such Lender’s Applicable Percentage of the face amount of all outstanding Letters of Credit during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to each Issuing Bank for its own account a fronting fee, which shall accrue at the rate of 0.125% per annum on the face amount of all outstanding Letters of Credit issued by each Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as 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. Unless otherwise specified above, participation fees and fronting fees shall be payable quarterly in arrears on each Payment Date, commencing on the first such date to occur after the date hereof; provided that any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Banks pursuant to this paragraph shall be payable 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) Subject The Company agrees to the allocation requirements of Section 2.13, each Borrower severally (and neither jointly nor jointly and severally) shall pay to (i) the Administrative Agent Agent, for its own account, quarterly fees payable in advance, on the Effective Date amounts and on at the 15th day of each July, October and January, its pro rata share of the non-refundable agent’s fee as times separately agreed upon separately, by between the Borrowers 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) The obligation of each Tranche A Borrower to pay the Tranche A Commitment Fee All fees payable hereunder shall be ratable based paid on the proportion such Tranche A Borrower’s allocation dates due, in Dollars (except as set forth otherwise expressly provided in the Allocation Notice then in effect bears this Section 2.12) and immediately available funds, to the allocations of all Tranche A BorrowersAdministrative Agent (or to the Issuing Banks or the Syndication Agent, in the aggregate, as set forth in the Allocation Notice then in effect. The obligation case of each Tranche B Borrower fees payable to pay 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 Borrowersthem) for distribution, in the aggregatecase of facility fees and participation fees, as set forth in to the Allocation Notice then in effectLenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) Subject The Borrower agrees 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 Tranche A Bank such Tranche A Bank’s pro rata share of the commitment fee (the “Tranche A Commitment Fee”) Lender a facility fee, which shall accrue at the rate of 0.10% per annum Applicable Rate on the daily amount by which of the aggregate amount Commitment of such Tranche A Bank’s Tranche A Lender (whether used or unused) during the period from and including the Closing Date to but excluding the date on which such 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”terminates; and collectively with the Tranche A Commitment Feeprovided that, the “Commitment Fees”) at the rate of 0.10% per annum on the daily amount by which the aggregate amount of such Bank’s Tranche B Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche B Loans made by such Bank, provided that if such Bank Lender continues to have any Revolving Credit Exposure after its Commitment terminates with respect theretoterminates, then such commitment facility fee shall continue to accrue on the daily amount of such Bank’s ▇▇▇▇▇▇'s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Bank Lender ceases to have any Revolving Credit Exposure. For Facility fees accrued through and including the purpose last day of calculating the Commitment FeesMarch, Swing Line Advances shall not be considered to be outstanding Loans. (b) Commitment Fees shall accrue from June, September and include the Effective Date but exclude the Termination Date. Accrued Commitment Fees December of each year shall be payable quarterly in arrears for the period ending on each Commitment Fee Accrual Date, payable on the corresponding Commitment Fee Payment Datefifteenth day following such last day and on the date on which the Commitments terminate, commencing on the first Commitment Fee Payment Date 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 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, during the period from and including the 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, and (ii) to each Issuing Bank for its own account a fronting fee with respect to each Letter of Credit issued by such Issuing Bank, which shall accrue at the rate of 0.125% per annum on the daily maximum amount then available to be drawn under such Letter of Credit, during the period from and including the 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 with respect to Letters of Credit issued by such Issuing Bank, as well as such Issuing Bank's standard fees with respect to the issuance, amendment or extension of any Letter of Credit and other processing fees, and other standard costs and charges, of such 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 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 an Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) Subject The Borrower agrees to the allocation requirements of Section 2.13, each Borrower severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent Agent, for its own account, quarterly fees payable in advance, on the Effective Date amounts and on at the 15th day of each July, October and January, its pro rata share of the non-refundable agent’s fee as times separately agreed upon separately, by between the Borrowers Borrower and the Administrative Agent. (d) The obligation of each Tranche A Borrower to pay the Tranche A Commitment Fee All fees payable hereunder shall be ratable based paid on the proportion such Tranche A Borrower’s allocation as set forth dates due, in the Allocation Notice then in effect bears immediately available funds, to the allocations of all Tranche A BorrowersAdministrative Agent (or to the Issuing Bank, in the aggregate, as set forth in the Allocation Notice then in effect. The obligation case of each Tranche B Borrower fees payable to pay 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 Borrowersit) for distribution, in the aggregatecase of facility fees, as set forth in to the Allocation Notice then in effectLenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) Subject The Company agrees 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 Tranche A Bank such Tranche A Bank’s pro rata share of the commitment fee (the “Tranche A Commitment Fee”) Lender a facility fee, which shall accrue at the rate of 0.10% per annum Applicable Rate on the daily amount by which of the aggregate amount Commitment of such Tranche A Bank’s Tranche A Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such 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”terminates; 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 Bank’s Tranche B Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche B Loans made by such Bank, provided that if such Bank Lender continues to have any Revolving Credit Exposure after its Commitment terminates with respect theretoterminates, then such commitment facility fee shall continue to accrue on the daily amount of such BankLender’s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Bank Lender ceases to have any Revolving Credit Exposure. For Accrued facility fees shall be payable in arrears on the purpose last day of calculating March, June, September and December of each year, commencing on the Commitment Feesfirst such date to occur after the Effective Date, Swing Line Advances and on the date on which the Commitments shall not have terminated and the Lenders shall have no Revolving Credit Exposure. All facility fees shall be considered to computed on the basis of a year of 360 days and shall be outstanding Loanspayable for the actual number of days elapsed (including the first day but excluding the last day). (b) Commitment Fees 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 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 include including the Effective Date to but exclude excluding the Termination Datelater of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the 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) during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Accrued Commitment Fees 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 for the period ending on each Commitment Fee Accrual Date, payable on the corresponding Commitment Fee Payment Datethird Business Day following such last day, commencing on the first Commitment Fee Payment Date such date to occur after the Effective Date; provided that all such fees shall be payable on the date hereofon which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) Subject The Company agrees to the allocation requirements of Section 2.13, each Borrower severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent Agent, for its own account, quarterly fees payable in advance, on the Effective Date amounts and on at the 15th day of each July, October and January, its pro rata share of the non-refundable agent’s fee as times separately agreed upon separately, by between the Borrowers Company and the Administrative Agent. (d) The obligation of each Tranche A Borrower to pay the Tranche A Commitment Fee All fees payable hereunder shall be ratable based paid on the proportion such Tranche A Borrower’s allocation as set forth dates due, in the Allocation Notice then in effect bears immediately available funds, to the allocations of all Tranche A BorrowersAdministrative Agent (or to the Issuing Banks, in the aggregate, as set forth in the Allocation Notice then in effect. The obligation case of each Tranche B Borrower fees payable to pay 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 it) for distribution to the allocations of all Tranche B Borrowers, in the aggregate, as set forth in the Allocation Notice then in effectPersons entitled thereto. Fees paid shall not be refundable under any circumstances.