Common use of Fees Clause in Contracts

Fees. (a) The Borrower agrees to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December in each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a commitment fee (a “Commitment Fee”) on the daily amount of the applicable Available Unused Commitment of such Lender during the preceding quarter (or other period commencing with the Closing Date or ending with the date on which the last of the Commitments of such Lender shall be terminated) at a rate equal to the Applicable Commitment Fee. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the 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 from time to time agrees to pay (i) to each Revolving Facility Lender of each Class (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) on such Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments of such Class shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Facility Borrowings of such Class effective for each day in such period, and (ii) to each Issuing Bank, for its own account (x) the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the 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 1/8 of 1% per annum of the daily 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 Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the “Administration Agent Fee” as set forth in the Administrative Agent Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the “Administrative Agent Fees”). (d) In the event that, on or prior to the date that is six months after the Closing Date, the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan Lenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid or converted and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee shall be paid to such Non-Consenting Lender and not to its assignee). Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faith. (e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees Parties agree, jointly and severally, to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, on the last fifth Business Day of MarchJanuary, JuneApril, September July and December October in each year year, and on the earlier of the Maturity Date and the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a commitment fee (a “Commitment Fee”) on the daily amount of the applicable Available Unused Commitment of such Lender during the preceding quarter three calendar month period (or other period commencing with the Closing First Restatement Effective Date or ending with the date on which the last of the Commitments of such Lender shall be terminated) at a rate equal to the Applicable Commitment Fee. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the Closing First Restatement Effective 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 Parties from time to time agrees agree, jointly and severally, to pay (i) to each Revolving Facility Lender of each Class (other than any Defaulting Lender), it being understood that at any time the Issuing Bank has Fronting Exposure to such Defaulting Lender, the L/C Participation Fee with respect to such Fronting Exposure shall be payable to each applicable Issuing Bank for its own account) through the Administrative Agent, on the last fifth Business Day of MarchJanuary, JuneApril, September July and December October of each year and on the earlier of the Maturity Date and the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) on such Lender▇▇▇▇▇▇’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class), during the preceding quarter (or shorter period commencing with the Closing First Restatement Effective Date or ending with the Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments of such Class shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Facility EurocurrencySOFR Borrowings of such Class effective for each day in such period, period and (ii) to each Issuing Bank, for its own account (xA) on the last fifth Business Day of MarchJanuary, JuneApril, September July and December October of each year and on the earlier of the Maturity Date and the date on which the Revolving Facility Commitments of all the Lenders shall be terminatedterminated as provided herein, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the 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 1/8 of 10.125% per annum of the daily stated amount of such Letter of Credit), ) plus (yB) 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 issuance fees and customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable in Dollars on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower agrees Parties, jointly and severally, agree to pay to the Administrative Agent, for the account of the Administrative Agentits own account, the “Administration Agent Fee” as agency fees set forth in the Administrative Agent Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, Letter at the times specified therein or in such other amounts and at such other times as may be separately agreed in writing by the Administrative Agent and the Borrower from time to time (the “Administrative Agent Fees”). (d) In the event that, on or prior to the date that is six months after the Closing Date, the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan Lenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid or converted and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee shall be paid to such Non-Consenting Lender and not to its assignee). Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faith. (e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent at the Payment Office 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 the Fees shall be refundable under any circumstances.

Fees. (a) The From and after the Acquisition Date, the Borrower agrees to pay to each Lender (other than any Defaulting Revolving Credit Lender), through the Administrative Agent, on the last Business Day of March, June, September and December in each year and on the each date on which the any Revolving Facility Commitments Credit Commitment of all the Lenders such Lender shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to 0.50% per annum on the daily unused amount of the applicable Available Unused Revolving Credit Commitment of such Lender during the preceding quarter (or other period commencing with the Closing Acquisition Date or ending with the Revolving Credit Maturity Date or the date on which the last of the Revolving Credit Commitments of such Lender shall expire or be terminated) at a rate equal to the Applicable Commitment Fee). All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose purposes of calculating any Lender’s Commitment FeeFees only, no portion of the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated Revolving Credit Commitments shall be deemed to be zero. 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 utilized as a result of the Commitments of such Lender shall be terminated as provided hereinoutstanding Swingline Loans. (b) The Borrower from time agrees to time pay to the Administrative Agent, for its own account, the administrative fees set forth in the Fee Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”). (c) The Borrower agrees to pay (i) to each Revolving Facility Lender of each Class (other than any Defaulting Credit Lender), through the Administrative Agent, on the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments Credit Commitment of all the Lenders such Lender shall expire or be terminated as provided hereinherein (if different from the last Business Day of one of the above mentioned months), a fee in Dollars (an “L/C Participation Fee”) calculated on such Lender’s Revolving Facility Pro Rata Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or shorter period commencing with the Closing Acquisition Date or ending with the Revolving Facility Credit Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Facility Credit Commitments of such Class all Lenders shall be have been terminated) at the a rate per annum equal to the Applicable Margin for Eurocurrency used to determine the interest rate on Revolving Facility Credit Borrowings comprised of such Class effective for each day in such period, Eurodollar Loans pursuant to Section 2.06(b) and (ii) to each the Issuing Bank, for its own account (x) the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated, a fronting fee in Bank with respect of to each Letter of Credit issued by such Issuing Bank for (x) a fronting fee which shall accrue at the greater of (A) a rate equal to 0.125% on the average daily amount of the L/C Exposure (excluding any portion thereof attributable to unpaid reimbursement obligations pursuant to Section 2.23(e)) and (B) $500 per annum, in each case during the period from and including the Acquisition Date to but excluding the later of the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal the Revolving Credit Commitments and the date on which there ceases to 1/8 of 1% per annum of the daily stated amount of such Letter of Credit), plus (y) in connection with the issuance, amendment or transfer of any such Letter of Credit or be any L/C Disbursement thereunder, such Issuing Bank’s Exposure as well as (y) the customary documentary issuance and processing drawing fees and the standard documentation, administration, payment and cancellation charges specified from time to time by the Issuing Bank (collectively, the “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the “Administration Agent Fee” as set forth in the Administrative Agent Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the “Administrative Agent Fees”). (d) In the event that, on or prior to the date that is six months after the Closing Date, the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan Lenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid or converted and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee shall be paid to such Non-Consenting Lender and not to its assignee). Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faith. (e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the applicable Issuing BanksBank. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrowers, jointly and severally (but with respect to the Bermuda Borrower, only with respect to an amount of Commitments up to the amount of the Bermuda Borrower agrees Borrowing Cap), agree to pay to each Lender (other than any Defaulting Lender), through the Administrative AgentAgent for the account of each Revolving Lender a commitment fee in Dollars, which shall accrue at the Applicable Commitment Fee Rate on the last Business Day amount by which (i) the U.S. Revolving Commitment of Marchsuch Lender exceeds the U.S. Revolving Credit Exposure (excluding U.S. Swingline Exposure) of such Lender and (ii) the Alternative Currency Revolving Commitment of such Lender exceeds the Alternative Currency Revolving Credit Exposure (excluding Alternative Currency Swingline Exposure) of such Lender , June, September and December in each year case, during the period from and on including the Closing Date to but excluding the date on which such Class of Commitments terminate; provided, however, that any commitment fee accrued with respect to the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a commitment fee (a “Commitment Fee”) on the daily amount of the applicable Available Unused Commitment of such Defaulting Lender during the preceding quarter (or other period commencing with prior to the Closing Date or ending with time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the date on which the last of the Commitments of Borrowers so long as such Lender shall be terminated) at a rate equal Defaulting Lender except to the Applicable Commitment Fee. All Commitment Fees extent that such commitment fee shall be computed on otherwise have been due and payable by the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which Borrowers prior to such Lender’s Commitment Fee is calculated time; and provided further that no commitment fee shall be deemed to be zero. 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 a Defaulting Lender so long as such Lender shall be terminated as provided herein. (b) The Borrower from time to time agrees to pay (i) to each Revolving Facility Lender of each Class (other than any a Defaulting Lender), through the Administrative Agent, . Accrued commitment fees shall be payable in arrears on the last Business Day first calendar day of MarchJanuary, JuneApril, September July and December October of each year and on the date on which the Revolving Facility Commitments of all the Lenders applicable Class terminate, commencing on the first such date to occur after the Closing Date. All commitment fees shall be terminated as provided hereincomputed on the basis of a 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 for the account of each Lender a participation fee with respect to its participations in Letters of Credit issued for the account of such Borrower (or, in the case of a fee in Dollars (an “L/C Participation Fee”) Letter of Credit issued for the account of a Subsidiary that is not a Borrower, the Company agrees to pay such fee), which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans on the average daily Dollar Equivalent of such Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the any portion thereof attributable to unreimbursed L/C Disbursements) in respect of such Class, each Letter of Credit during the preceding quarter (or shorter period commencing with from and including the Closing Date or ending with to but excluding the Revolving Facility Maturity Date or later of the date on which such Lender’s Commitments terminate and the Revolving Facility Commitments of date on which such Class shall be terminated) at the rate per annum equal Lender ceases to the Applicable Margin for Eurocurrency Revolving Facility Borrowings of such Class effective for each day in such period, have any L/C Exposure and (ii) to each Issuing BankBank a fronting fee, for its own account (x) which shall accrue at the last Business Day rate of March, June, September and December of each year and 0.125% per annum on the date on which average daily Dollar Equivalent of the Revolving Facility Commitments of all the Lenders shall be terminated, a fronting fee in respect of each Letter L/C Exposure (excluding any portion thereof attributable to unreimbursed L/C Disbursements) attributable to Letters of Credit issued by such Issuing Bank for such Borrower (or, in the case of a Letter of Credit issued for the account of a Subsidiary that is not a Borrower, the Company agrees to pay such fee) during the period from and including the Closing Date to but excluding the later of the date of issuance of such Letter of Credit to and including the termination of the Commitments and the date on which there ceases to be any L/C Exposure, as well as such Letter of Credit, computed at a rate equal Issuing Bank’s standard fees and commissions with respect to 1/8 of 1% per annum of the daily stated amount of such Letter of Credit), plus (y) in connection with the issuance, amendment amendment, cancellation, negotiation, transfer, presentment, renewal or transfer extension of any such Letter of Credit or any L/C Disbursement processing of drawings thereunder. Unless otherwise specified above, such Issuing Bank’s customary documentary and processing participation fees and charges (collectivelyfronting fees shall be payable on the first calendar day of January, “April, July and October, 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 of the applicable Class terminate in full 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 Fees”)pursuant to this paragraph shall be payable within ten (10) days after demand. All L/C Participation Fees participation fees and Issuing Bank Fees that are payable on a per annum basis 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 in a year of 360 days(including the first day but excluding the last day). (c) The Each Borrower agrees to pay to the Administrative Agent, for its own account, such Borrower’s pro rata share (in the account case of the Administrative AgentBermuda Borrower, based on the “Administration Agent Fee” as set forth percentage of the Commitments then in effect represented by the Bermuda Borrower Borrowing Cap) of the administrative agency fees with respect to this Agreement separately agreed upon between Holdings and the Administrative Agent pursuant to the Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the “Administrative Agent Fees”). (d) In the event that, on or prior to the date that is six months after the Closing Date, the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan Lenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid or converted and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee shall be paid to such Non-Consenting Lender and not to its assignee). Such amounts shall be due and All fees payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faith. (e) All Fees hereunder shall be paid on the dates due, in Dollars and immediately available funds, to the Administrative Agent (or to the relevant Issuing Bank, in the case of fees payable to it) for distribution, if in the case of commitment fees and as appropriateparticipation fees, among to the Lenders, except that Issuing Bank . Fees paid shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to each Lender (other than any Defaulting Lender), through the Administrative AgentAgent and the Lead Arrangers, on for their own respective accounts and the last Business Day account of Marcheach applicable Lender, June, September fees in the amounts and December at the times set forth in each year and on the date on which the Revolving Facility Commitments Fee Letter. Any upfront fees payable to a Term Lender in respect of all the Lenders its Initial Term Loan shall be terminated as provided herein, a commitment fee (a “Commitment Fee”) on the daily amount paid out of the applicable Available Unused Commitment proceeds of such Lender during the preceding quarter (or other period commencing with the Closing Date or ending with the date on which the last of the Commitments of such Lender shall be terminated) at a rate equal to the Applicable Commitment Fee. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Term Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue Initial Term Loan as and when funded on the Closing Date and shall cease to accrue on be treated (and reported) by the date on which the last Borrower and such Term Lender as a reduction in issue price of the Commitments of such Lender shall be terminated as provided hereinInitial Term Loans for U.S. federal, state and local income tax purposes. (b) The Borrower from time to time agrees to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender of each Class (other than any Defaulting Lender)a commitment fee, through which shall accrue at the Administrative Agent, Commitment Fee Rate per annum on the last average daily unused amount of the Revolving Commitment of such Lender during the Revolving Availability Period. Accrued commitment fees shall be payable in arrears on the third Business Day following the last day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all terminate, commencing on the Lenders first such date to occur after Closing Date. All commitment fees shall be terminated as provided hereincomputed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender, but not to the extent of the outstanding Swingline Loans or Swingline Exposure of such Lender. (c) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender (other than any Defaulting Lender) a participation fee with respect to its participations in Dollars (an “L/C Participation Fee”) Letters of Credit, which shall accrue at the Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans on the daily amount of such Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C LC Exposure (excluding the any portion thereof attributable to unreimbursed L/C LC Disbursements) of such Class, during the preceding quarter (or shorter period commencing with from and including the Closing Date or ending with to and including the Revolving Facility Maturity Date or later of the date on which such Lender’s Revolving Commitment terminates and the Revolving Facility Commitments of date on which such Class shall be terminated) at the rate per annum equal Lender ceases to the Applicable Margin for Eurocurrency Revolving Facility Borrowings of such Class effective for each day in such period, 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 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 Closing Date to and including 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, for its own account (x) 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 Business Day day of March, June, September and December of each year and 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 Revolving Facility Commitments of all terminate and any such fees accruing after the Lenders date on which the Revolving Commitments terminate shall be terminated, a fronting fee in respect of each Letter of Credit issued by such payable on demand. Any other fees payable to an Issuing Bank for the period from and including the date of issuance of such Letter of Credit pursuant to and including the termination of such Letter of Credit, computed at a rate equal to 1/8 of 1% per annum of the daily stated amount of such Letter of Credit), plus this paragraph (yc) 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 shall be payable within 10 days after demand. All participation fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis 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 in a year of 360 days(including the first day but excluding the last day). (cd) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the account of amounts and at the times separately agreed upon between the Borrower and the Administrative Agent, the “Administration Agent Fee” as set forth in the Administrative Agent Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the “Administrative Agent Fees”). (d) In the event that, on or prior to the date that is six months after the Closing Date, the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan Lenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid or converted and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee shall be paid to such Non-Consenting Lender and not to its assignee). Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faith. (e) All Fees Notwithstanding the foregoing, and subject to Section 2.21, the Borrower shall not be paid on the dates due, in immediately available funds, obligated to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly pay any amounts to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstancesDefaulting Lender pursuant to this Section 2.10.

Fees. (a) The Borrower agrees to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December in each year and on the each date on which the Revolving Facility Commitments any Commitment of all the Lenders such Lender shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to 0.50% per annum on the daily unused amount of the applicable Available Unused Commitment Commitments of such Lender (other than the Swingline Commitment) during the preceding quarter (or other period commencing with the Closing Date date hereof or ending with the Revolving Credit Maturity Date or the date on which the last of the Commitments of such Lender shall expire or be terminated) at ); provided that any commitment fee accrued with respect to any of the Commitments of a rate equal Defaulting Lender during the period prior to the Applicable Commitment Feetime such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided, further that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the Closing Date date hereof and shall cease to accrue on the date on which the last of the Commitments Commitment of such Lender shall expire or be terminated as provided herein. For purposes of calculating Commitment Fees only, no portion of the Revolving Credit Commitments shall be deemed utilized as a result of outstanding Swingline Loans. (b) The Borrower from time agrees to time pay to the Administrative Agent, for its own account, the administration fees set forth in the Fee Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”). (c) The Borrower agrees to pay (i) to each Revolving Facility Lender of each Class (other than any Defaulting Credit Lender), through the Administrative Agent, on the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, Fee Payment Date a fee in Dollars (an “L/C Participation Fee”) calculated on such Lender’s Revolving Facility Pro Rata Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or shorter period commencing with the Closing Date date hereof or ending with the Revolving Facility Credit Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Facility Credit Commitments of such Class all Lenders shall be have been terminated) at the a rate per annum equal to the Applicable Margin for Eurocurrency Percentage from time to time used to determine the interest rate on Revolving Facility Credit Borrowings comprised of such Class effective for each day in such periodEurodollar Loans pursuant to Section 2.6, and (ii) to each the Issuing Bank, for its own account (x) the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminatedaccount, a fronting fee in respect of 0.25% per annum on the undrawn and unexpired amount of each Letter of Credit issued by such Issuing Bank for the 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 1/8 of 1% per annum of payable quarterly in arrears on each Fee Payment Date after the daily stated amount of such Letter of Credit), plus issuance date (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 Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the “Administration Agent Fee” as set forth in the Administrative Agent Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the “Administrative Agent Fees”). (d) In the event that, on or prior to the date that is six months after the Closing Date, the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan Lenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid or converted and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee shall be paid to such Non-Consenting Lender and not to its assignee). Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faith. (e) All Fees shall be paid in Dollars on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the applicable Issuing BanksBank. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to each Revolving Lender (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December each calendar quarter in each year (beginning with (i) the Closing Date and (ii) thereafter, the first Quarterly Payment Date to occur after the Closing Date), on the Amendment Closing Date and on the date on which the Revolving Facility Commitments of all the Revolving Lenders shall be terminated as provided herein, a commitment fee (a “Revolving Commitment Fee”) on the average daily amount of the applicable Available Unused Commitment of such Revolving Lender during the preceding such quarter (or other period commencing with the Commitment Fee Accrual Date, ending with the Amendment Closing Date, commencing with the day after the Amendment Closing Date, or ending with the date on which all remaining Revolving Commitments shall be terminated) at the rate of 0.50% per annum. (b) The Borrower agrees to pay to each DSR Lender (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of each calendar quarter in each year (beginning with (i) the Closing Date and (ii) thereafter, the first Quarterly Payment Date to occur after the Closing Date), on the Amendment Closing Date and on the date on which the DSR Commitments of all the DSR Lenders shall be terminated as provided herein, a commitment fee (a “DSR Commitment Fee”) on the average daily amount of the Available Unused Commitment of such DSR Lender during such quarter (or other period commencing with the Commitment Fee Accrual Date, ending with the Amendment Closing Date, commencing with the day after the Amendment Closing Date, or ending with the date on which all remaining DSR Commitments shall be terminated) at the rate of 0.50% per annum. (i) The Borrower agrees to pay to each Construction Lender (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of each calendar quarter in each year (beginning with (A) the Closing Date and (B) thereafter, the first Quarterly Payment Date to occur after the Closing Date), on the Amendment Closing Date and on the date on which the Construction Commitments of all the Construction Lenders shall be terminated as provided herein, a commitment fee (a “Construction Commitment Fee”) on the average daily amount of the Available Unused Commitment of such Construction Lender during such quarter (or other period commencing with the Commitment Fee Accrual Date, ending with the Amendment Closing Date, commencing with the day after the Amendment Closing Date, or ending with the date on which the last of the Construction Commitments of such Lender shall be terminated) at the rate of 0.50% per annum, (ii) the Borrower agrees to pay to each Term Lender (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of each calendar quarter in each year (beginning with (A) the Term Conversion Date and (B) thereafter, the first Quarterly Payment Date to occur after the Term Conversion Date), on the Amendment Closing Date and on the date on which the Term Commitments of all the Term Lenders shall be terminated as provided herein, a rate equal to the Applicable commitment fee (a “Term Commitment Fee. ”) on the average daily amount of the Available Unused Commitment of such Term Lender during such quarter (or other period commencing with the Term Conversion Date, ending with the Amendment Closing Date, commencing with the day after the Amendment Closing Date, or ending with the date on which the last of the Term Commitments shall be terminated) at the rate of 0.50% per annum, and (iii) the Borrower agrees to pay to each Vista Expansion Lender (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of each calendar quarter in each year (beginning with (A) the Amendment Closing Date and (B) thereafter, the first Quarterly Payment Date to occur after the Amendment Closing Date), on the Amendment Closing Date and on the date on which the Vista Expansion Commitments of all the Vista Expansion Lenders shall be terminated as provided herein, a commitment fee (a “Vista Expansion Commitment Fee” and, together with the Revolving Commitment Fee, the DSR Commitment Fee, the Construction Commitment Fee and the Term Commitment Fee, the “Commitment Fees”) on the average daily amount of the Available Unused Commitment of such Vista Expansion Lender during such quarter (or other period commencing with the Amendment Closing Date, ending with the Amendment Closing Date, commencing with the day after the Amendment Closing Date, or ending with the date on which the last of the Vista Expansion Commitments shall be terminated) at the rate of 0.50% per annum. (d) All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee Fees due to each Lender shall commence begin to accrue on the Closing Commitment Fee Accrual 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. (be) The Borrower from time to time agrees to pay (i) to each Revolving Facility Lender of each Class (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December each calendar quarter of each year (beginning with the first Quarterly Payment Date to occur after the Closing Date), and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fee in Dollars (an a “Revolving L/C Participation Fee”) on such Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed Revolving L/C Disbursements) of during such Class, during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Facility Maturity Date or the date on which the last of the Revolving Facility Commitments of such Class shall be terminated) at the a rate per annum equal to the sum of (x) the Applicable Margin for Eurocurrency Eurodollar Revolving Facility Borrowings of such Class Loans effective for each day in such period, period and (ii) to each Issuing Bank, for its own account (x) the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the 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 1/8 of 1% per annum of the daily stated amount of such Letter of Credit), plus (y) in connection with to the issuanceextent that any Event of Default shall have occurred and be continuing (but excluding any Event of Default that has been waived by the Lenders pursuant to Section 9.08), 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 Fees”)2.00%. All Revolving L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (cf) The Borrower agrees to pay to each DSR Lender (other than any Defaulting Lender), through the Administrative Agent, for on the account last Business Day of each calendar quarter of each year (beginning with the first Quarterly Payment Date to occur after the Term Conversion Date), and on the date on which the DSR Commitments of all the Lenders shall be terminated as provided herein, a fee (a “DSR L/C Participation Fee”) on such Lender’s Facility Percentage of the Administrative Agent, daily aggregate DSR L/C Exposure (excluding the “Administration Agent Fee” as set forth in portion thereof attributable to unreimbursed DSR L/C Disbursements) during such quarter (or shorter period commencing with the Administrative Agent Fee Letter, as amended, restated, supplemented Term Conversion Date or otherwise modified from time to time, ending with the date on which the last of the DSR Commitments shall be terminated) at the times specified therein (the “Administrative Agent Fees”). (d) In the event that, on or prior a rate per annum equal to the date that is six months after the Closing Date, the Borrower shall sum of (x) make a prepayment of the Term B Applicable Margin for Eurodollar DSR L/C Loans pursuant to Section 2.11(a) effective for each day in such period and (or Section 2.11(by) to the extent such proceeds constitute “Net Proceeds” under clause that any Event of Default shall have occurred and be continuing (b) but excluding any Event of Default that has been waived by the Lenders pursuant to Section 9.08), 2.00%. All DSR L/C Participation Fees shall be computed on the basis of the definition thereofactual number of days elapsed in a year of 360 days. (g) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or The Borrower agrees to pay (yi) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan Lenders, (A) Agents and the Arrangers any fees set forth in the case of clause (x), any Fee Letter to which such Agent or Arranger is a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid or converted party and (Bii) in the case of clause (y)to each Issuing Bank, a fee equal fees and other charges to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee shall be paid to such Non-Consenting Lender and not to its assignee). Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition separately agreed by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of and such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faithIssuing Bank. (eh) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances, absent manifest error.

Fees. (a) The Borrower agrees to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December in each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a commitment fee (a “Commitment Fee”) to each Revolving Lender, for which payment will be made in arrears through the Administrative Agent on the daily amount last day of March, June, September and December, and on the applicable Available Unused Commitment Fee Termination Date (as defined below). The Commitment Fee due to each Revolving Lender shall commence to accrue on the date of such Lender during this Agreement and shall cease to accrue on the preceding quarter date (or other period commencing with the Closing Date or ending with “Commitment Fee Termination Date”) that is the later of (i) the date on which the last of the Commitments Revolving Credit Commitment of such Revolving Lender shall be terminatedterminated as provided herein and (ii) at the first date after the end of the Revolving Credit Commitment Period. The Commitment Fee accrued to each Revolving Lender shall equal 0.50% per annum multiplied by such Lender’s Commitment Fee Average Daily Amount (as defined below) for the applicable quarter (or shorter period commencing on the date of this Agreement and ending with such Lender’s Commitment Fee Termination Date). A Revolving Lender’s “Commitment Fee Average Daily Amount” with respect to a rate calculation period shall equal to the Applicable average daily amount during such period calculated using the daily amount of such Revolving Lender’s Revolving Credit Commitment Feeless such Revolving Lender’s Revolving Credit Exposure for any applicable days during such Revolving Lender’s Revolving Credit Commitment Period. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the 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 from time to time agrees to pay (i) to each Revolving Facility Lender of each Class (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) on such Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments of such Class shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Facility Borrowings of such Class effective for each day in such period, and (ii) to each Issuing Bank, for its own account (x) the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the 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 1/8 of 1% per annum of the daily 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 Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the “Administration Agent Fee” as set forth in the Administrative Agent Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the “Administrative Agent Fees”). (d) In the event that, on or prior to the date that is six months after the Closing Date, the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan Lenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid or converted and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee shall be paid to such Non-Consenting Lender and not to its assignee). Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faith. (e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to Company shall pay to each Lender (other than any Defaulting Lender), through the Administrative AgentAgent for the account of each US$ Lender, on the last Business Day of March, June, September and December US$-Canadian Lender or Multi-Currency Lender commitment fees in each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a commitment fee (a “Commitment Fee”) Dollars on the daily average unused amount of the applicable Available Unused Commitment of such Lender during the preceding quarter (or other period commencing with the Closing Date or ending with the date on which the last of the Commitments of such Lender shall be terminated) at a rate equal to the Applicable Commitment Fee. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s US$ Commitment, US$-Canadian Commitment Fee is calculated or Multi-Currency Commitment, as the case may be (for which purpose (i) the aggregate amount of any Letter of Credit Liabilities under the US$ Commitments or the Multi-Currency Commitments shall be deemed to be zero. The a pro rata (based on the US$ Commitments, or the Multi-Currency Commitments, as the case may be) use of each Lender’s US$ Commitment Fee due or Multi-Currency Commitment, as the case may be, (ii) the daily average amount of each US$-Canadian Lender’s US$-Canadian Commitment shall be determined after giving effect to the allocation of the Canadian Commitments and the US$-Canadian Commitments pursuant to subsection 2.6 of Annex A hereto and (iii) the daily average amount of each Lender Lender’s Commitments shall commence be determined after giving effect to accrue on any reallocation pursuant to Section 2.01(e)) for the period from the Closing Date to and shall cease to accrue on including the earlier of the date on which the last of the Commitments of such Lender shall be terminated as provided herein. (b) The Borrower from time to time agrees to pay (i) to each Revolving Facility Lender of each Class (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all are terminated and the Lenders shall be terminated as provided hereinCommitment Termination Date, at a fee in Dollars (an “L/C Participation Fee”) on such Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments of such Class shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Facility Borrowings of such Class effective for each day Commitment Fee Rate in such period, and (ii) to each Issuing Bank, for its own account (x) the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the 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 1/8 of 1% per annum of the daily 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 Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the “Administration Agent Fee” as set forth in the Administrative Agent Fee Letter, as amended, restated, supplemented or otherwise modified effect from time to time, at . Accrued commitment fees under this Section 2.03 shall be payable on the times specified therein (Quarterly Dates and on the “Administrative Agent Fees”). (d) In the event that, on or prior to earlier of the date that is six months after the Revolving Commitments are terminated and the Commitment Termination Date. The Company shall pay to JPMorgan Chase Bank on the Closing DateDate syndication, the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, agency and additional commitment fees in the case of each of clauses (x) and (y), amounts heretofore mutually agreed in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower writing. The Company shall pay to the Administrative AgentAgent on the Closing Date and on each anniversary thereof, for the ratable account of each so long as any of the applicable Term Loan LendersRevolving Commitments are in effect and until payment in full of all Loans hereunder, (A) all interest thereon and all other amounts payable hereunder, an annual agency fee in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid or converted and (B) heretofore mutually agreed in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee shall be paid to such Non-Consenting Lender and not to its assignee). Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faithwriting. (e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December in each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided hereinyear, a commitment fee (a the “Commitment Fee”) equal to the Applicable Percentage on the daily unused amount of the applicable Available Unused Commitment of such Lender during the preceding quarter (or other period commencing with the Closing Date or ending with the date on which the last of the Commitments of such Lender shall be terminated) at a rate equal to the Applicable Commitment Feequarter. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee Fees due to each Lender shall commence to accrue on the Closing Date Effective Date, and shall cease to accrue on the date on which the last of the Commitments Commitment of such Lender shall expire or be terminated as provided herein. For the avoidance of doubt, Swing Line Loans are not deducted from the Commitments when calculating the commitment fee under this Section 2.05(a). (b) The Borrower agrees to pay to the Administrative Agent and the Lead Arranger, for their respective accounts, the administration and arrangement fees separately agreed to from time to time by the Borrower, the Administrative Agent, or the Lead Arranger including, without limitation, the fees set forth in the Fee Letter (the “Administrative Agent Fees”). (c) The Borrower agrees to pay (i) to each Revolving Facility Lender of each Class (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December of each year year, commencing with the first such date to occur after the Effective Date, and on the date on which the Revolving Facility Commitments Commitment of all the Lenders such Lender shall be terminated as provided herein, a fee in Dollars (an the “L/C Participation Fee”) calculated on such Lender’s Revolving Facility Pro Rata Percentage of the daily aggregate Revolving L/C Exposure (in each case excluding the portion thereof attributable to unreimbursed L/C DisbursementsDisbursements in respect of Letters of Credit) of such Class, during the preceding quarter (or shorter period commencing with the Closing Effective Date or ending with the Revolving Facility Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Facility Commitments of such Class all Lenders shall be have been terminated) at the a rate per annum equal to the Applicable Margin for Percentage from time to time used to determine the interest rate on Borrowings comprised of Eurocurrency Revolving Facility Borrowings of such Class effective for each day in such period, and (ii) Loans pursuant to each Section 2.06. The Borrower agrees to pay to the Applicable Issuing Bank, for its own account (x) the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated, a fronting fee in Bank with respect of to each Letter of Credit issued by such Issuing Bank at the request of the Borrower, (A) a fronting fee for the period from and including the date of issuance of such each Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 1/8 the greater of (1) 0.125% per annum of the daily initial stated amount of such Letter of Credit)Credit and (2) $600 (or, plus (y) in connection with respect to any subsequent increase to the issuance, amendment or transfer stated amount of any such Letter of Credit or any L/C Disbursement thereunderCredit, such increase in the stated amount) thereof, such fee to be payable on the date of such issuance, increase or extension and (B) issuance, payment, amendment and transfer fees specified from time to time by such Issuing Bank’s customary documentary and processing fees and charges Bank (collectively, the “Issuing Bank Fees”). All L/C Participation Fees and and, unless otherwise agreed by the Applicable Issuing Bank, Issuing Bank Fees that are payable on a per annum basis Fees, shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the “Administration Agent Fee” as set forth in the Administrative Agent Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the “Administrative Agent Fees”). (d) In the event that, on or prior to the date that is six months after the Closing Date, the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan Lenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid or converted and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee shall be paid to such Non-Consenting Lender and not to its assignee). Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faith. (e) All Fees shall be paid on the dates due, in immediately available fundsU.S. dollars, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the applicable Applicable Issuing BanksBank. Once paid, absent manifest error, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to Company shall pay to each Lender (other than any Defaulting Lender), through the Administrative AgentAgent for the account of each US$ Lender, on the last Business Day of March, June, September and December US$-Canadian Lender or Multi-Currency Lender commitment fees in each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a commitment fee (a “Commitment Fee”) Dollars on the daily average unused amount of such Lender's US$ Commitment, US$-Canadian Commitment or Multi-Currency Commitment, as the applicable Available Unused Commitment of such Lender during the preceding quarter case may be, (or other period commencing with the Closing Date or ending with the date on which the last of the Commitments of such Lender shall be terminated) at a rate equal to the Applicable Commitment Fee. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated purpose, (i) the aggregate amount of any Letter of Credit Liabilities under the US$ Commitments or the Multi-Currency Commitments shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue a PRO RATA (based on the Closing US$ Commitments or the Multi-Currency Commitments, as the case may be) use of each Lender's US$ Commitment or Multi-Currency Commitment, as the case may be, and (ii) the daily average amount of each US$-Canadian Lender's US$-Canadian Commitment shall be determined after giving effect to the allocation of the Canadian Commitments and the US$-Canadian Commitments pursuant to subsection 2.6 of Annex A hereto) for the period from the Effective Date to and shall cease to accrue on including the earlier of the date on which the last of the Commitments of such Lender shall be terminated as provided herein. (b) The Borrower from time to time agrees to pay (i) to each Revolving Facility Lender of each Class (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all are terminated and the Lenders shall be terminated as provided hereinCommitment Termination Date, at a fee in Dollars (an “L/C Participation Fee”) on such Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments of such Class shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Facility Borrowings of such Class effective for each day Commitment Fee Rate in such period, and (ii) to each Issuing Bank, for its own account (x) the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the 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 1/8 of 1% per annum of the daily 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 Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the “Administration Agent Fee” as set forth in the Administrative Agent Fee Letter, as amended, restated, supplemented or otherwise modified effect from time to time, at . Accrued commitment fees under this Section 2.03 shall be payable on the times specified therein (Quarterly Dates and on the “Administrative Agent Fees”). (d) In the event that, on or prior to earlier of the date that is six months after the Closing Revolving Commitments are terminated and the Commitment Termination Date. The Company shall pay to JPMorgan Chase Bank on the Effective Date syndication, the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, agency and additional commitment fees in the case of each of clauses (x) and (y), amounts heretofore mutually agreed in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower writing. The Company shall pay to the Administrative AgentAgent on the Effective Date and on each anniversary thereof, for the ratable account of each so long as any of the applicable Term Loan LendersCommitments are in effect and until payment in full of all Loans hereunder, (A) all interest thereon and all other amounts payable hereunder, an annual agency fee in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid or converted and (B) heretofore mutually agreed in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee shall be paid to such Non-Consenting Lender and not to its assignee). Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faithwriting. (e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to each Lender the Agent for the account of the Revolving Credit Lenders (other than any Defaulting Lender)) in accordance with their respective Revolving Credit Commitment Percentages a facility unused fee, through which shall accrue during the Administrative Agentperiod from and including the Closing Date to, but excluding, the Investment Grade Pricing Date, calculated at the Unused Fee Rate on the last Business Day actual daily amount by which the Total Revolving Credit Commitment exceeds the outstanding principal amount of MarchRevolving Credit Exposure during each calendar quarter or portion thereof commencing on the Closing Date and ending on the Revolving Credit Maturity Date, Junein all cases subject to §14.16(a)(iii). The facility unused fee shall be calculated by Agent for each quarter based on the ratio (expressed as a percentage) of (a) the actual daily amount of the outstanding principal amount of the Revolving Credit Exposure during such quarter to (b) the Total Revolving Credit Commitment. The facility unused fee shall be payable quarterly in arrears on the fifth (5th) day of each calendar quarter for the immediately preceding calendar quarter or portion thereof, September and December in each year and on the any earlier date on which the Revolving Facility Credit Commitments of all the Lenders shall be terminated reduced or shall terminate as provided hereinin §2.5, with a commitment fee (a “Commitment Fee”) final payment on the daily amount of the applicable Available Unused Commitment of such Lender during the preceding quarter (or other period commencing with the Closing Date or ending with the date on which the last of the Commitments of such Lender shall be terminated) at a rate equal to the Applicable Commitment Fee. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the 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 hereinRevolving Credit Maturity Date. (b) The From and after the Investment Grade Pricing Date, the Borrower from time to time agrees to pay (i) to each the Agent for the account of the Revolving Facility Lender of each Class Credit Lenders (other than any Defaulting Lender)) in accordance with their respective Revolving Credit Commitment Percentages a facility fee (the “Facility Fee”) which shall accrue at the per annum rate referenced in the grid set forth in clause (b) of the definition of Applicable Margin, through times the Administrative Agent, Total Revolving Credit Commitment. Such fee shall be payable quarterly in arrears on the last Business Day of March, June, September and December fifth (5th) day of each year calendar quarter for the immediately preceding calendar quarter or portion thereof, and on the any earlier date on which the Revolving Facility Credit Commitments of all the Lenders shall be terminated reduced or shall terminate as provided hereinin §2.5, with a fee in Dollars (an “L/C Participation Fee”) final payment on such Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Facility Credit Maturity Date or the date on which the Revolving Facility Commitments of such Class shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Facility Borrowings of such Class effective for each day in such period, and (ii) to each Issuing Bank, for its own account (x) the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the 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 1/8 of 1% per annum of the daily 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 Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 daysDate. (c) The Borrower agrees to pay acknowledges that the fees payable hereunder are bona fide commitment fees and are intended as reasonable compensation to the Administrative Agent, Revolving Lenders for the account of the Administrative Agent, the “Administration Agent Fee” as set forth in the Administrative Agent Fee Letter, as amended, restated, supplemented or otherwise modified from time committing to time, at the times specified therein (the “Administrative Agent Fees”). (d) In the event that, on or prior make funds available to the date that is six months after the Closing Date, the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (as described herein and for no other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan Lenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid or converted and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee shall be paid to such Non-Consenting Lender and not to its assignee). Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faithpurposes. (e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to each Lender (other than any Defaulting Lender), through the Administrative AgentAgent for the account of each Revolving Lender, on the last Business Day of March, June, September and December in each year 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 Facility Commitments of all the Revolving Lenders shall be terminated as provided herein, a commitment fee (a “Commitment Fee”) on the daily amount 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 last of the Revolving Commitments of such Revolving Lender shall be terminated) at a rate equal to the Applicable Commitment Fee. All Commitment Fees shall be computed on the basis of the actual number of days elapsed (including the first day but excluding the last) in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Revolving Lender shall commence to accrue on the Closing Date and shall cease to accrue on the date on which the last of the Revolving Commitments of such Revolving Lender shall be terminated as provided herein. (b) The Borrower agrees to pay from time to time agrees to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender of each Class (other than any Defaulting Lender), through the Administrative AgentClass, on the last Business Day of March, June, September and December each fiscal quarter (commencing on the last Business Day of each year the first full fiscal quarter after the Closing Date) and on the date on which the Revolving Facility Commitments of all the Revolving Lenders shall be terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) on such Revolving Lender’s Revolving Facility Percentage of the daily aggregate average Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or shorter other period commencing with the Closing Date or ending with the Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments of such Class shall be terminated; provided, that any such fees accruing after the date on which such Revolving Commitments terminate shall be payable on demand) at the rate per annum equal to the Applicable Margin for Eurocurrency SOFR Revolving Facility Borrowings of such Class effective for each day in such period, and (ii) to each Issuing Bank, for its own account (x) on the last Business Day of March, June, September and December each fiscal quarter (commencing on the last Business Day of each year the first full fiscal quarter after the Closing Date) and on the date on which the Revolving Facility Commitments of all the Revolving Lenders shall be terminated, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the 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 1/8 of 10.125% (or such lesser rate as may be agreed by the Borrower and the applicable Issuing Bank from time to time) per annum of the daily stated amount of such Letter of Credit)annum, plus (y) in connection with the issuance, amendment 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 a per annum basis shall be computed on the basis of the actual number of days elapsed (including the first day but excluding the last) in a year of 360 days. (c) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the applicable “Administration Agent Agency Fee” as set forth in the Administrative Agent Fee Letter, as amended, restated, supplemented or otherwise modified from time to timein the amounts and, at the times specified therein (the “Administrative Agent Fees”). (d) In the event that, on or prior to the date that is six months after the Closing Date, the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan Lenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid or converted and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee shall be paid to such Non-Consenting Lender and not to its assignee). Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faith. (e) All Fees shall be paid on the dates due, in Dollars and immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower shall pay to the Administrative Agent, for the Administrative Agent’s own account, such other fees as have been agreed to in writing by the Borrower and the Administrative Agent. (b) The Borrower agrees to pay to the Administrative Agent for distribution to each Lender (other than any Defaulting Lender), through the Administrative Agent, based on the last Business Day of March, June, September and December in each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a commitment fee (a “Commitment Fee”) on the daily amount of the applicable Available Unused Commitment of such Lender during the preceding quarter (or other period commencing with the Closing Date or ending with the date on which the last of the Commitments of such Lender shall be terminated) at a rate equal to the Applicable Commitment Fee. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the 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 from time to time agrees to pay (i) to each Revolving Facility Lender of each Class (other than any Defaulting Lenderrespective Percentage), through the Administrative Agent, on the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) on such Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments of such Class shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Facility Borrowings of such Class effective for each day in such period, and (ii) to each Issuing Bank, for its own account (x) the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated, a fronting fee in respect of each Existing Letter of Credit issued by such Issuing Bank (the “Existing Letter of Credit Fee”) for the period from and including the date of issuance of such Existing Letter of Credit to and including the date of termination or expiration of such Existing Letter of Credit, computed at a rate per annum equal to 1/8 of 1% per annum of the Applicable Margin then in effect from time to time on the daily stated amount Stated Amount of each such Existing Letter of Credit), plus (y) in connection with the issuance, amendment or transfer of any such . Accrued Existing 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 a per annum basis shall be computed due and payable quarterly in arrears on each Payment Date and on the basis of Maturity Date (or such earlier date upon which the actual number of days elapsed Loans and all other Credit Document Obligations have been paid in a year of 360 daysfull). (c) The Borrower agrees to pay directly to the Administrative Agenteach Issuing Lender, for the account its own account, a facing fee in respect of the Administrative Agent, the “Administration Agent Fee” as set forth in the Administrative Agent Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein each Existing Letter of Credit issued by it (the “Administrative Agent FeesFacing Fee”)) for the period from and including the date of issuance of such Existing Letter of Credit to and including the date of termination or expiration of such Existing Letter of Credit, computed at a rate per annum equal to 1/8 of 1% on the daily Stated Amount of such Existing Letter of Credit, provided that in any event the minimum amount of Facing Fees payable in any twelve-month period for each Existing Letter of Credit shall be not less than $500; it being agreed that, on the day of issuance of any Existing Letter of Credit and on each anniversary thereof prior to the termination or expiration of such Existing Letter of Credit, if $500 will exceed the amount of Facing Fees that will accrue with respect to such Existing Letter of Credit for the immediately succeeding twelve-month period, the full $500 shall be payable on the date of issuance of such Existing Letter of Credit and on each such anniversary thereof. Except as otherwise provided in the proviso to the immediately preceding sentence, accrued Facing Fees shall be due and payable quarterly in arrears on each Payment Date and upon the first day on or after the repayment of the Loans in full upon which no Existing Letters of Credit remain outstanding. (d) In the event thatThe Borrower agrees to pay, on or prior to the date that is six months after the Closing Date, the Borrower shall upon each payment (xincluding any partial payment) make a prepayment of the Term B Loans pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) with the proceeds ofunder, or convert the Term B Loans intoamendment to, any new or replacement tranche Existing Letter of long-term secured term loans that have an All-in Yield that is less than Credit issued hereunder, such amount as shall at the All-in Yield time of such Term B Loans or (y) effect any amendment to this Agreement which reduces event be the All-in Yield of the Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan Lenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid or converted and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for administrative charge which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting respective Issuing Lender is required to assign its Term B Loans generally charging in connection with such amendment, such fee shall be paid occurrence with respect to such Non-Consenting Lender and not to its assignee). Such amounts shall be due and payable on the date letters of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faithcredit. (e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to each Lender (other than any Defaulting Lender), through Payment: SPS may debit the Administrative Agent, on the last Business Day of March, June, September and December in each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a commitment fee (a “Commitment Fee”) on the daily amount designated account of the applicable Available Unused Commitment of such Lender during the preceding quarter (or other period commencing with the Closing Date or ending with the date on which the last of the Commitments of such Lender shall be terminated) at a rate equal to the Applicable Commitment Fee. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For Subscriber directly without further authorization for the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed causing payments due to SPS to be zeroreceived. The Commitment Fee SPS may additionally pursue all other lawful means of collecting funds due it from Subscriber. In the event such electronic debit fails to each Lender clear Subscriber’s account, Subscriber shall commence to accrue on pay SPS within 10 days of receipt of monthly invoices at the Closing Date fees 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 from time to time agrees to pay (i) to each Revolving Facility Lender of each Class (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided rates set herein, a fee in Dollars (an “L/C Participation Fee”) on such Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments of such Class shall as they may be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Facility Borrowings of such Class effective for each day in such period, and (ii) to each Issuing Bank, for its own account (x) the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the 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 1/8 of 1% per annum of the daily 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 Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the “Administration Agent Fee” as set forth in the Administrative Agent Fee Letter, as amended, restated, supplemented or otherwise modified amended from time to time, plus all applicable taxes and penalties. SPS reserves the right, at the times specified therein its sole discretion without further notice or disclosure, to offset chargebacks or fees due SPS against amounts due Subscriber. Any delinquent fees or other amounts not paid when due may be debited against amounts owed Subscriber by SPS under this or any other agreement between Subscriber and SPS. Subscriber agrees to pay SPS a thirty (the “Administrative Agent Fees”). (d$30.00) In the event thatdollar processing fee for any check or ACH debit due SPS by Subscriber which is not paid by Subscriber’s financial institution upon presentment. The Electronic Transaction Fee applies to all inquiries, inclusive of batch closings, transmitted electronically to SPS or performed by SPS on or prior behalf of Subscriber. The Discount % fee applies to the date that is six months after the Closing Date, the Borrower shall (x) make a prepayment sum total of the Term B Loans pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) face amount of the definition thereof) with the proceeds ofall checks and electronic debits for a given consumer Transaction, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, and in the case of each a Transaction consisting of clauses a single check payable for the entire purchase of the goods or services to be rendered (xElectronic Conversion with Guaranty) and (y)then the Discount % also applies to the face amount attempted, in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph)regardless if approved. In all instances, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan Lenders, (A) in the case of clause (x), a prepayment premium of 1.00Discount % of the aggregate principal amount of the Term B Loans so prepaid or converted and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee shall be paid to such Non-Consenting Lender and not to its assignee). Such amounts shall be due and owing and not refunded if the Transaction, once deposited, is not honored by the check writer’s financial institution and is either in whole or in part subsequently charged back to Subscriber by SPS due to a breach of any Warranty provisions contained herein.. If the charges for Subscriber’s inquiries are less than the monthly minimum fee, then the minimum shall apply. The Voice Authorization fee applies to all authorization inquiries involving an SPS operator. Subscriber agrees that the annual subscription fee shall be applied to Subscriber’s invoice upon each anniversary of this Agreement. SPS reserves the right to change at its discretion, by giving thirty (30) days advance written notice to Subscriber, the fees and rates set forth herein as they may be amended from time to time. All fees are due and payable upon receipt. Without prejudice to its rights hereunder, SPS reserves the right to suspend its performance to Subscriber hereunder during any period in which Subscriber is delinquent or otherwise in breach of any term or condition contained herein. Continuation of service during any period of delinquency shall not constitute a waiver of SPS rights of suspension and termination. Subscriber will acquire the equipment necessary for the EZPAY program from SPS in order for proper programming and indemnifications to be in effect. By my signature below, I (Subscriber Authorized Signer/Officer) hereby authorize my financial institution to accept and process credits and debits initiated by SPS or its Originating ACH Processor on the date depository account shown on this Service Agreement. I (Subscriber Authorized Signer/Officer) understand that this authorization shall remain in effect unless revoked in writing, but, that I (Subscriber Authorized Signer/Officer) may not revoke such authorization during any period that a consumer check, electronic check, IRD, or PPD transaction is currently or will subsequently be cleared by SPS, nor for a period of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is ninety (i90) not permitted by the terms days following electronic transmission of the Loan Documents immediately prior to final PPD deposit of the consummation final transaction. I (Subscriber Authorized Signer/Officer) understand that I (Subscriber Authorized Signer/Officer) must notify SPS of such acquisition any change in (a) ownership or (iib) if permitted designated depository account and that absent sufficient, advance written notice amounts credited or debited to Subscriber subsequent to any such change may be subsequently held by the terms SPS until a determination is made regarding true and correct ownership of the Loan Documents immediately prior transaction Entries in question. In connection with this application and approval thereof, Subscriber authorizes SPS, its’ agents, and equipment leasing company(s) to the consummation of procure investigative consumer reports and understand that such acquisitionreport may contain information about personal financial stability, would not provide the Borrower background, character, and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faithreputation. (e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to each Lender (other than any Defaulting Revolving Credit Lender), through the Administrative Agent, on the last Business Day of March, June, September and December in each year and on the each date on which the any Revolving Facility Commitments Credit Commitment of all the Lenders such Lender shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to the Applicable Margin on the daily unused amount of the applicable Available Unused Revolving Credit Commitment of such Lender during the preceding quarter (or other period commencing with the Closing Date date hereof or ending with the Revolving Credit Maturity Date or the date on which the last of the Revolving Credit Commitments of such Lender shall expire or be terminated) at a rate equal to the Applicable Commitment Fee). All Commitment Fees shall be computed on the basis of the actual number of days elapsed (including the first day but excluding the last day) in a year of 360 365/366 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the 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 from time agrees to time pay to the Administrative Agent, for its own account, the administrative fees set forth in the Transaction Letters at the times and in the amounts specified therein (the “Administrative Agent Fees”). (c) The Borrower agrees to pay (i) to each Revolving Facility Lender of each Class (other than any Defaulting Credit Lender), through the Administrative Agent, on the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments Credit Commitment of all the Lenders such Lender shall be terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) calculated on such Lender’s Revolving Facility Pro Rata Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or shorter period commencing with the Closing Date date hereof or ending with the Revolving Facility Credit Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Facility Credit Commitments of such Class all Lenders shall be have been terminated) at the a rate per annum equal to the Applicable Margin for Eurocurrency from time to time used to determine the interest rate on Revolving Facility Credit Borrowings comprised of such Class effective for each day in such period, Eurodollar Loans pursuant to Section 2.06(b) and (ii) to the Issuing Bank with respect to each Issuing Bank, for its own account (x) Letter of Credit on the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments Credit Commitment of all the Lenders Issuing Bank shall expire as or be terminatedterminated as provided herein, (x) a fronting fee in respect which shall accrue at a rate equal to 0.125% per annum on the average daily amount of each Letter of Credit issued by such Issuing Bank for the L/C Exposure (excluding any portion thereof attributable to unpaid Reimbursement Obligations) during the period from and including the Closing Date to but excluding the later of the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal the Revolving Credit Commitments and the date on which there ceases to 1/8 of 1% per annum of the daily stated amount of such Letter of Credit), plus (y) in connection with the issuance, amendment or transfer of any such Letter of Credit or be any L/C Disbursement thereunder, such Issuing Bank’s Exposure and (y) customary documentary issuance and processing drawing fees and standard documentation, administration, payment and cancellation charges specified from time to time by the Issuing Bank (collectively, the “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed (including the first day but excluding the last day) in a year of 360 365/366 days. (c) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the “Administration Agent Fee” as set forth in the Administrative Agent Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the “Administrative Agent Fees”). (d) In the event that, on or prior to the date that is six months after second anniversary of the Closing Date, the Borrower shall (x) make a makes any prepayment of the Tranche B Term B Loans pursuant to Section 2.11(a2.12(a) (or Section 2.11(b2.13(d) to the extent such proceeds constitute “Net Proceeds” under clause or (be) of the definition thereof) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect effects any amendment to this Agreement which reduces resulting in a Repricing Transaction (including, for the All-in Yield avoidance of the Term B Loans (other thandoubt, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred any Extension Amendment pursuant to in the last sentence of this paragraphSection 2.26), the Borrower shall pay to the Administrative Agent, Agent for the ratable account of each of the applicable Term Loan Lenders, (A) in the case of clause (x), a prepayment premium or fee, as applicable, of (A) 2.00% of the aggregate principal amount of the Tranche B Term Loans so prepaid or subject to such amendment if such prepayment or amendment occurs prior to the first anniversary of the Closing Date and (B) 1.00% of the aggregate principal amount of the Tranche B Term B Loans so prepaid or converted and (B) subject to such amendment if such prepayment or amendment occurs on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date. If, on or prior to the second anniversary of the Closing Date, any Lender is replaced pursuant to Section 2.21 in connection with such Lender’s refusal to consent to any amendment, waiver or other modification of this Agreement, the case of clause (y), Borrower shall pay to such Lender a fee equal to (of 2.00% or 1.00% %, as applicable, determined in accordance with the preceding sentence) of the aggregate principal amount of the applicable Tranche B Term B Loans for in respect of which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee shall be paid to such Non-Consenting Lender and not to its assignee)replaced. Such amounts shall be due and payable on the date of effectiveness of such prepayment or amendment. Notwithstanding the effective date of such amendmentforegoing, as the case may be. For purposes of no prepayment premium shall be payable pursuant to this Section 2.12(d), a “transformative acquisition” is 2.05(d) with respect to any acquisition by the Borrower or any Subsidiary that is (iprepayment pursuant to Section 2.12(a) not permitted by the terms of the Loan Documents immediately prior to the consummation extent such prepayment is made with the Net Cash Proceeds of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faitha Qualified Public Offering. (e) The Borrower agrees to pay on the Closing Date to each Revolving Credit Lender party to this Agreement on the Closing Date, as compensation for the Revolving Credit Commitment of such Revolving Credit Lender, an upfront fee in an amount equal to 0.75% of the stated principal amount of such Revolving Credit Lender’s Revolving Credit Commitment. Such fees shall be payable by the Borrower to each Revolving Credit Lender on the Closing Date. Such closing fees will be in all respects fully earned, due and payable on the Closing Date and non-refundable and non-creditable thereafter. (f) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the applicable Issuing BanksBank. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, on 10 Business Days after the last Business Day of March, June, September and December in each year year, and on three Business Days after the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a commitment fee (a “Commitment Fee”) on the daily amount of the applicable Available Unused Commitment of such Lender during the preceding quarter (or other period commencing with the Closing Date or ending with the date on which the last of the Commitments of such Lender shall be terminated) at a rate equal to the Applicable Commitment FeeFee Rate. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zeronot reduce the amount of the Available Unused Commitment. 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 from time to time agrees to pay (i) to each Revolving Facility Lender of each Class (other than any Defaulting Lender), through the Administrative Agent, on 10 Business Days after the last Business Day day of March, June, September and December of each year and on three Business Days after the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) on such Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class), during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments of such Class shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Facility Borrowings of such Class effective for each day in such period, and (ii) to each Issuing Bank, for its own account account, (x) 10 Business Days after the last Business Day day of March, June, September and December of each year and on three Business Days after the date on which the Revolving Facility Commitments of all the Lenders shall be terminatedterminated as provided herein, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the 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 1/8 1/4 of 1% per annum of the daily average stated amount of such Letter of Credit)Credit or $1,000 per annum, whichever is higher, 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 Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the “Administration Agent Fee” as agency fees set forth in the Administrative Agent Agency Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the “Administrative Agent Fees”). (d) In the event that, on or prior to the date that is six months after the Closing Date, the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan Lenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid or converted and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee shall be paid to such Non-Consenting Lender and not to its assignee). Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faith. (e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to each Lender (other than any Defaulting Lender), through the Administrative AgentAgent for the account of each Revolving Facility Lender, on the last Business Day of March, June, September and December in each year 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 Facility Commitments of all the Revolving Facility Lenders shall be terminated as provided herein, a commitment fee (a the “Revolving Commitment Fee”) in Dollars on the daily amount of the applicable Available Unused Commitment of such Revolving Facility Lender during the preceding quarter (or other period commencing with the Closing Date or ending with the date on which the last of the Revolving Facility Commitments of such Revolving Facility Lender shall be terminated) at a rate equal to the Applicable Commitment Fee. All Revolving Commitment Fees shall be computed on the basis of the actual number of days elapsed (including the first day but excluding the last) in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Revolving Commitment Fee due to each Revolving Facility Lender shall commence to accrue on the Closing Date and shall cease to accrue on the date on which the last of the Revolving Facility Commitments of such Revolving Facility Lender shall be terminated as provided herein. (b) The Borrower agrees to pay from time to time agrees to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender of each Class (other than any Defaulting Lender), through the Administrative AgentClass, on the last Business Day of March, June, September and December each fiscal quarter (commencing on the last Business Day of each year the first full fiscal quarter after the Closing Date) and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) in Dollars on such Lender’s Revolving Facility Percentage of the daily aggregate average Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or shorter other period commencing with the Closing Date or ending with the Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments of such Class shall be terminated; provided, that any such fees accruing after the date on which such Revolving Facility Commitments terminate shall be payable on demand) at the rate per annum equal to the Applicable Margin for Eurocurrency Term Benchmark Revolving Facility Borrowings of such Class effective for each day in such period, and (ii) to each Issuing Bank, for its own account (x) on the last Business Day of March, June, September and December each fiscal quarter (commencing on the last Business Day of each year the first full fiscal quarter after the Closing Date) and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated, a fronting fee in Dollars in respect of each Letter of Credit issued by such Issuing Bank for the 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 1/8 of 10.125% (or such lesser rate as may be agreed by the Borrower and the applicable Issuing Bank from time to time) per annum of the dollar equivalent of the daily stated amount of such Letter of Credit), plus (y) in connection with the issuance, amendment 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 a per annum basis shall be computed on the basis of the actual number of days elapsed (including the first day but excluding the last) in a year of 360 days. (c) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the “Administration Agent Fee” as set forth administrative agent fee separately agreed in writing, in the Administrative Agent Fee Letter, as amended, restated, supplemented or otherwise modified from time to timeamounts and, at the times specified therein (the “Administrative Agent Fees”). (d) In consideration of the event that, on or prior to the date that is six months after the Closing DateAmendment No. 1 Delayed Draw Term Loan Commitment, the Borrower shall (x) make a prepayment of the Term B Loans pursuant agrees to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan Lenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid or converted and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee shall be paid to such Non-Consenting Lender and not to its assignee). Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faith. (e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distributionthe ratable benefit of the Amendment No. 1 Delayed Draw Term Loan Lenders, on the last Business Day of each fiscal quarter (commencing on the last Business Day of the first full fiscal quarter after the Amendment No. 1 Effective Date) and on the Amendment No. 1 Delayed Draw Commitment Fee End Date (as defined below), a commitment fee (the “Amendment No. 1 Delayed Draw Commitment Fee”; together with the Revolving Commitment Fee, the “Commitment Fees”) in Dollars in an amount equal to the Applicable Commitment Fee per annum on the average daily unused amount of the Amendment No. 1 Delayed Draw Term Loan Committed Amount then in effect (other than that portion attributable to the Defaulting Lenders, if any), accruing from and as appropriate, among including the Lenders, except that Issuing Bank Fees shall be paid directly Amendment No. 1 Effective Date to the applicable Issuing Banksearlier of (i) Amendment No. Once paid, none 1 Delayed Draw Termination Date or (ii) the termination of the Fees shall be refundable under any circumstances.Amendment No. 1 Delayed Draw Term Loan Commitments whether by funding of the Amendment No. 1 Delayed Draw Term Loans or otherwise (the earlier of clauses (i) and (ii), the “Amendment No. 1

Fees. (a) The Borrower agrees to shall pay to each Lender, through the Administrative Agent, on the date of this Agreement and on the last day of March, June, September and December in each year and on each date on which the Tender Facility Commitment or the Pre-Merger Revolving Credit Commitment of such Lender shall expire or be terminated as provided herein, a commitment fee (a "Commitment Fee") equal to 0.375% per annum on the average daily unused amount of the Tender Facility Commitment and Pre-Merger Revolving Loan Commitment of such Lender during the preceding quarter (or other than any Defaulting period commencing with the date, on or prior to the date of this Agreement, on which the Borrower shall accept the Commitments of such Lender or ending with the Pre-Merger Facilities Maturity Date or the date on which the Commitments of such Lender shall expire or be terminated). In addition, the Borrower shall, after the Merger Date, pay to each Lender), through the Administrative Agent, on the last Business Day day of March, June, September and December in each year and on the date on which the Term Facility Commitment and the Post-Merger Revolving Facility Commitments Credit Commitment of all the Lenders such Lender shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) Fee equal to the Applicable Percentage per annum in effect from time to time on the average daily unused amount of the applicable Available Unused Term Facility Commitment and the Post-Merger Revolving Credit Commitment (taking into account such Lender's L/C Exposure as a used amount thereof) of such Lender during the preceding quarter (or other period commencing with the Closing Merger Date or ending with the Post-Merger Facilities Maturity Date or the date on which the last of Term Facility Commitment and the Commitments Post-Merger Revolving Credit Commitment of such Lender shall expire or be terminated) at a rate equal to the Applicable Commitment Fee). All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the Closing Date date of acceptance by the Borrower of the Commitment of such Lender and shall cease to accrue on the date on which the last of the Commitments Commitment of such Lender shall be terminated as provided herein. Notwithstanding this paragraph (a), no Commitment Fee shall be due or payable to any Lender that is a Defaulting Lender on the due date for payment of such Commitment Fee. (b) The Borrower from time shall pay to time agrees to the Administrative Agent, for its own account, the administrative fees set forth in the Fee Letter at the times and in the amounts specified therein (the "Administrative Agent Fees"). (c) The Borrower shall pay (i) to each Revolving Facility Credit Lender of each Class (other than any Defaulting Lender)with a Post-Merger Revolving Credit Commitment, through the Administrative Agent, on the last Business Day day of March, June, September and December of each year (commencing with the first such day following the Merger Date) and on the date on which the Post-Merger Revolving Facility Commitments Credit Commitment of all the Lenders such Lender shall be terminated as provided hereinpursuant to Section 2.09 and no Letter of Credit shall remain outstanding, a fee in Dollars (an “"L/C Participation Fee”") calculated on such Lender’s Revolving Facility 's Pro Rata Percentage of the average daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or shorter other period commencing with the Closing Merger Date or ending with the Post-Merger Revolving Facility Facilities Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Post-Merger Revolving Facility Credit Commitments of such Class all Lenders shall expire or be terminatedterminated pursuant to Section 2.09) at the a rate per annum equal to the Applicable Margin for Eurocurrency Percentage from time to time used pursuant to Section 2.06 to determine the interest rate on Revolving Facility Credit Borrowings comprised of such Class effective for each day in such periodEurodollar Loans, and (ii) to each the Issuing Bank, for its own account (x) Bank on the last Business Day day of March, June, September and December of each year and (commencing with the first such day following the Merger Date), a fronting fee of 0.125% per annum on the average daily aggregate L/C Exposure during the preceding quarter (or other period commencing with the Merger Date or ending with the Post-Merger Facilities Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Post-Merger Revolving Facility Credit Commitments of all the Lenders shall expire or be terminated) and, a fronting fee in with respect of to each Letter of Credit issued by such Issuing Bank for the 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 1/8 of 1% per annum of any other fees agreed upon by the daily stated amount of such Letter of Credit)Borrower and the Issuing Bank plus, plus (y) in connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunderDisbursement, such the Issuing Bank’s 's customary documentary and processing fees and charges charges, as disclosed to the Borrower prior to the issuance of such Letter of Credit (collectively, “the "Issuing Bank Fees”"). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. . Notwithstanding this paragraph (c) The Borrower agrees ), no L/C Participation Fee shall be due or payable to pay to any Lender that is a Defaulting Lender on the Administrative Agent, due date for the account payment of the Administrative Agent, the “Administration Agent such L/C Participation Fee” as set forth in the Administrative Agent Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the “Administrative Agent Fees”). (d) In the event that, on or prior to the date that is six months after the Closing Date, the Borrower shall (x) make a prepayment The payment of the Term B Loans pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan Lenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid or converted and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee shall be paid to such Non-Consenting Lender and not to its assignee). Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faith. (e) All Fees shall be paid on the dates due, in immediately available funds, subject to the 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 the Fees shall be refundable under any circumstances.Section 9.06

Fees. (a) The Borrower agrees to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, on the date that is the last Business Day of March, June, September and December in each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a commitment fee (a “Commitment Fee”) on the daily amount of the applicable Available Unused Commitment of such Lender during the preceding quarter (or other period commencing with the Closing Date or ending with the date on which the last of the Commitments of such Lender shall be terminated) at a rate equal to the Applicable Commitment Fee. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the 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 from time to time agrees to pay (i) to each Revolving Facility Lender of each Class (other than any Defaulting Lender), through the Administrative Agent, on the date that is the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) on such Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments of such Class shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Facility Borrowings of such Class effective for each day in such period, and (ii) to each Issuing Bank, for its own account (x) on the date that is the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the 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 1/8 of 11.00% per annum of the Dollar Equivalent of the daily 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 Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the “First Lien Facilities Administration Agent Fee” as set forth in the Administrative Agent Fee Letter, as it may be amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the “Administrative Agent Fees”). (d) In the event that, on or prior to the date that is six twelve months after the Closing Fifth Amendment Agreement Effective Date, the Borrower shall (x) make a prepayment of the Term B B-1 Loans pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) with the proceeds of, or convert the Term B Loans into, of any new or replacement tranche of long-term secured term loans that are broadly syndicated to banks and other institutional investors in financings similar to the Term B-1 Loans and have an All-in Yield that is less than the All-in Yield of such Term B Loans B-1 Loans, or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B B-1 Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan Lenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B B-1 Loans so prepaid or converted and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B B-1 Loans for which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee shall be paid to such Non-Consenting Lender and not to its assignee). Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faith. (e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to each Lender (other than any Defaulting Lender), through the Administrative Paying Agent, on the last Business Day day of March, June, September and December in each year and on the each date on which the Revolving Facility Commitments any Commitment of all the Lenders such Lender shall expire or be terminated as provided herein, a commitment fee (a “"Commitment Fee”") equal to the Applicable Percentage per annum in effect from time to time on the average daily unused amount of the applicable Available Unused Commitment Commitments of such Lender (other than the Swingline Commitment) during the preceding quarter (or other period commencing with the Closing Date or ending with the Revolving Credit Maturity Date or the date on which the last of the Commitments of such Lender shall expire or be terminated) at a rate equal to the Applicable Commitment Fee). All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the Closing Date and shall cease to accrue on the date on which the last of the Commitments Commitment of such Lender shall expire or be terminated as provided herein. For purposes of calculating Commitment Fees only, no portion of the Revolving Credit Commitments shall be deemed utilized under Section 2.17 as a result of outstanding Swingline Loans. (b) The Borrower from time to time agrees to pay (i) to each Revolving Facility Lender of each Class (other than any Defaulting Credit Lender), through the Administrative Paying Agent, on the last Business Day day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments Credit Commitment of all the Lenders such Lender shall be terminated as provided herein, a fee in Dollars (an “"L/C Participation Fee”") calculated on such Lender’s Revolving Facility 's Pro Rata Percentage of the average daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or shorter period commencing with the Closing Date date hereof or ending with the Revolving Facility Credit Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Facility Credit Commitments of such Class all Lenders shall be have been terminated) at the a rate per annum equal to the Applicable Margin for Eurocurrency Percentage from time to time used to determine the interest rate on Revolving Facility Credit Borrowings comprised of such Class effective for each day in such periodEurodollar Loans pursuant to Section 2.06, and (ii) to each the Issuing Bank, for its own account (x) the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated, a fronting fee in Bank with respect of to each Letter of Credit issued the standard fronting, issuance and drawing fees specified from time to time by such the Issuing Bank for (the 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 1/8 of 1% per annum of the daily 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 Fees”"). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the “Administration Agent Fee” as set forth in the Administrative Agent Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the “Administrative Agent Fees”). (d) In the event that, on or prior to the date that is six months after the Closing Date, the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan Lenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid or converted and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee shall be paid to such Non-Consenting Lender and not to its assignee). Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faith. (e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Paying Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the applicable Issuing BanksBank. Once paid, none of the Fees shall be refundable under any circumstances, absent manifest error.

Fees. (a) The Borrower agrees to pay to each Lender (other than any Defaulting Lender)Escrow Agent's fees hereunder will be as set forth in Schedule 1 and Buyer, through the Administrative Agent, on the last Business Day of March, June, September Parent and December in each year and on the date on which the Revolving Facility Commitments of all the Lenders US Seller shall be terminated jointly and severally responsible for such fees. The fees are intended as provided hereinfull compensation for the Escrow Agent's services as contemplated by this Escrow Agreement; provided, however, that if the Escrow Agent or its counsel renders any material service not contemplated in this Escrow Agreement, or if any material controversy arises hereunder that results in significant additional services by the Escrow Agent or its counsel, or the Escrow Agent is made a commitment fee party to or justifiably intervenes in any litigation pertaining to this Escrow Agreement, or the subject matter hereof, the Escrow Agent will be reasonably compensated by Buyer, Parent and US Seller (a “Commitment Fee”jointly and severally) on for such extraordinary service and reimbursed by Buyer, Parent and US Seller (jointly and severally) for all reasonable costs and expenses, including reasonable attorneys' fees, occasioned by any controversy or event. As to Buyer, Parent and US Seller only, all fees and expenses due to the daily amount of the applicable Available Unused Commitment of such Lender during the preceding quarter (or other period commencing with the Closing Date or ending with the date on which the last of the Commitments of such Lender Escrow Agent pursuant to this Section 3.4 shall be terminated) at a rate equal to the Applicable Commitment Fee. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the Closing Date borne half by Buyer and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as provided hereinhalf by Parent and US Seller. (b) The Borrower If any fees, expenses or costs incurred by, or any obligations owed to, Escrow Agent hereunder are not promptly paid when due, Escrow Agent may reimburse itself therefor from time the Escrow Funds and may sell, convey or otherwise dispose of any Escrow Funds for such purpose. As security for the due and punctual performance of any and all of Buyer's, Parent's and US Seller's obligations to time agrees Escrow Agent hereunder, now or hereafter arising, Buyer, Parent and US Seller, individually and collectively, hereby pledge, assign and grant to pay Escrow Agent a continuing security interest in, and a lien on, the Escrow Funds and all additions thereto (i) to each Revolving Facility Lender whether such additions are the result of each Class (other than any Defaulting Lender)deposits by Buyer, through the Administrative Agent, on the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) on such Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (Parent or shorter period commencing with the Closing Date or ending with the Revolving Facility Maturity Date US Seller or the date on which the Revolving Facility Commitments investment of such Class shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Facility Borrowings of such Class effective for each day in such period, and (ii) to each Issuing Bank, for its own account (x) the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the 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 1/8 of 1% per annum of the daily 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 Fees”Escrow Funds). All L/C Participation Fees The security interest of Escrow Agent shall at all times be valid, perfected and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed enforceable by Escrow Agent against Buyer, Parent and US Seller and all third parties in a year of 360 days. (c) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the “Administration Agent Fee” as set forth in the Administrative Agent Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the “Administrative Agent Fees”). (d) In the event that, on or prior to the date that is six months after the Closing Date, the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) accordance with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan Lenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid or converted and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee shall be paid to such Non-Consenting Lender and not to its assignee). Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faiththis Escrow Agreement. (e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower Company agrees to pay to each Lender (other than any Defaulting Revolving Credit Lender), through the Administrative Agent, on the last Business Day of Marcheach March 31, JuneJune 30, September 30 and December in each year 31 and on the Revolving Credit Termination Date and any other date on which the Revolving Facility Commitments Credit Loans of all the Lenders such Lender shall be terminated as provided hereinrepaid (or on the date of termination of such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date), a commitment fee (a “Commitment Fee”) on equal to the Commitment Fee Percentage of the daily average amount of the applicable Available Unused unused Revolving Credit Commitment of such Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied), during the preceding quarter (or other shorter period commencing with the Closing Date date hereof or ending with the date on which the last of the Commitments Revolving Credit Commitment of such Lender shall be terminated) at a rate equal to the Applicable Commitment Fee). All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Revolving Credit Lender shall commence to accrue on the Closing Date date hereof and shall cease to accrue on the date on which the last of the Commitments Revolving Credit Commitment of such Lender shall is terminated. Anything herein to the contrary notwithstanding, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be terminated as provided hereinentitled to any Commitment Fees accruing during such period (without prejudice to the rights of the Revolving Credit Lenders other than Defaulting Lenders in respect of such fees). (b) The Borrower from time to time agrees to pay (i) to each Revolving Facility Lender of each Class (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) on such Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments of such Class shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Facility Borrowings of such Class effective for each day in such period, and (ii) to each Issuing Bank, for its own account (x) the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the 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 1/8 of 1% per annum of the daily 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 Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days[reserved]. (c) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the “Administration Agent Fee” as set forth in the Administrative Agent Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the “Administrative Agent Fees”). (d) In the event thatIf, on or prior to the date that is six months after following the Closing Amendment No. 3 Effective Date, the Borrower shall (x) make Company effects a prepayment of the Term B Loans pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph)Repricing Transaction, the Borrower Company shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Loan Lenders, (AI) in the case of a Repricing Transaction described in clause (x)a) of the definition thereof, a prepayment premium of 1.00% of the aggregate principal amount of the Term B B-2 Loans so prepaid prepaid, refinanced, substituted or converted replaced and (BII) in the case of a Repricing Transaction described in clause (y)b) of the definition thereof, a fee equal to 1.00% of the aggregate principal amount of the applicable Term B B-2 Loans for which the All-in Yield has been reduced pursuant outstanding immediately prior to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee shall be paid to such Non-Consenting Lender and not to its assignee). Such amounts shall be due and payable on the date of such prepayment or the effective date effectiveness of such amendmentRepricing Transaction. (d) The Company agrees to pay to the Agents, as for their own respective accounts, the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition fees in the amounts and on the dates agreed to in writing by the Borrower or any Subsidiary that is (i) not permitted by Company and the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faithAgents. (e) All Fees fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December in each year and on the each date on which the Revolving Facility Commitments any Commitment of all the Lenders such Lender shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to 0.50% per annum on the daily unused amount of the applicable Available Unused Revolving Credit Commitment of such Lender during the preceding quarter (or other period commencing with the Closing Date date hereof or ending with the Revolving Credit Maturity Date or the date on which the last of the Commitments of such Lender shall expire or be terminated) at a rate equal to the Applicable Commitment Fee). All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose purposes of calculating any Lender’s Commitment FeeFees only, no portion of the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated Revolving Credit Commitments shall be deemed to be zero. 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 utilized as a result of the Commitments of such Lender shall be terminated as provided hereinoutstanding Swingline Loans. (b) The Borrower from time agrees to time pay to the Administrative Agent, for its own account, the administrative fees set forth in the Fee Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”). (c) The Borrower agrees to pay (i) to each Revolving Facility Lender of each Class (other than any Defaulting Credit Lender), through the Administrative Agent, on the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments Credit Commitment of all the Lenders such Lender shall be terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) calculated on such Lender’s Revolving Facility Pro Rata Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or shorter period commencing with the Closing Date date hereof or ending with the Revolving Facility Credit Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Facility Credit Commitments of such Class all Lenders shall be have been terminated) at the a rate per annum equal to the Applicable Margin for Eurocurrency Percentage from time to time used to determine the interest rate on Revolving Facility Credit Borrowings comprised of such Class effective for each day in such periodEurodollar Loans pursuant to Section 2.06, and (ii) to each Issuing Bank, for its own account (x) on the last Business Day of each March, June, September and December of each year and on December, to the date on which the Revolving Facility Commitments of all the Lenders shall be terminated, a fronting fee in Issuing Bank with respect of to each Letter of Credit issued by such Issuing Bank for a fronting fee (which shall accrue at the period from and including the date rate of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 1/8 of 10.125% per annum of or at another rate agreed by the daily stated amount of such Letter of Credit), plus (y) in connection with Borrower and 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 the standard issuance and drawing fees and charges specified from time to time by the Issuing Bank (collectively, the “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the “Administration Agent Fee” as set forth in the Administrative Agent Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the “Administrative Agent Fees”). (d) In the event that, on or prior to the date that is six months after the Closing Date, the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan Lenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid or converted and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee shall be paid to such Non-Consenting Lender and not to its assignee). Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faith. (e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the applicable Issuing BanksBank. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, on 10 Business Days after the last Business Day of March, June, September and December in each year year, and on three Business Days after the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a commitment fee (a “"Commitment Fee”") on the daily amount of the applicable Available Unused Commitment of such Lender during the preceding quarter (or other period commencing with the Closing Date or ending with the date on which the last of the Commitments of such Lender shall be terminated) at a rate equal to the Applicable Commitment FeeFee Rate. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s 's Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s 's Commitment Fee is calculated shall be deemed to be zeroreduce the amount of the Available Unused Commitment on a dollar for dollar basis. 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 from time to time agrees to pay (i) to each Revolving Facility Lender of each Class (other than any Defaulting Lender), through the Administrative Agent, on 10 Business Days after the last Business Day day of March, June, September and December of each year and on three Business Days after the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fee in Dollars (an “"L/C Participation Fee”") on such Lender’s 's Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class), during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments of such Class shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Facility Borrowings of such Class effective for each day in such period, period and (ii) to each Issuing Bank, for its own account account, (x) 10 Business Days after the last Business Day day of March, June, September and December of each year and on three Business Days after the date on which the Revolving Facility Commitments of all the Lenders shall be terminatedterminated as provided herein, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the 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 1/8 1/4 of 1% 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 '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 a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the “Administration Agent Fee” as agency fees set forth in the Administrative Agent Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the “"Administrative Agent Fees”"). (d) In the event that, on or prior to the date that is six months after the Closing Date, the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan Lenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid or converted and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee shall be paid to such Non-Consenting Lender and not to its assignee). Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faith. (e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December in each year and on the each date on which the Revolving Facility Commitments any Commitment of all the Lenders such Lender shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to 0.75% per annum on the daily unused amount of the applicable Available Unused Commitment of such Lender during the preceding quarter (or other period commencing with the Closing Date date hereof or ending with the Maturity Date or the date on which the last of the Commitments of such Lender shall otherwise expire or be terminated) at a rate equal to the Applicable Commitment Fee, as applicable). All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose purposes of calculating any Lender’s Commitment FeeFees only, no portion of the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated Commitments shall be deemed to be zero. 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 utilized as a result of the Commitments of such Lender shall be terminated as provided hereinoutstanding Swingline Loans. (b) The Borrower from time agrees to time pay to the Administrative Agent, for its own account, the administrative fees set forth in the Engagement Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”). The Administrative Agent Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for its own account. Once paid, the Administrative Agent Fees shall not be refundable under any circumstances. (c) The Borrower agrees to pay (i) to each Revolving Facility Lender of each Class (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments Commitment of all the Lenders such Lender shall be terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) calculated on such Lender’s Revolving Facility Applicable Commitment Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or shorter period commencing with the Closing Date date hereof or ending with the Revolving Facility Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Facility Commitments of such Class all Lenders shall be have been terminated) at the a rate per annum equal to the Applicable Margin for Eurocurrency Revolving Facility Percentage from time to time used to determine the interest rate on Borrowings comprised of such Class effective for each day in such periodEurodollar Loans pursuant to Section 2.06, and (ii) to each the Issuing Bank, for its own account (x) the last Business Day with respect to each Letter of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminatedCredit, a fronting fee not in respect excess of each 0.25% per annum on the outstanding face amount of the Letter of Credit issued issued, together with the standard issuance and administrative fees specified from time to time by such the Issuing Bank for the 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 1/8 of 1% per annum of the daily 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, the “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the “Administration Agent Fee” as set forth in the Administrative Agent Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the “Administrative Agent Fees”). (d) In the event that, on or prior to the date that is six months after the Closing Date, the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan Lenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid or converted and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee shall be paid to such Non-Consenting Lender and not to its assignee). Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faith. (e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the applicable Issuing BanksBank. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees Borrowers jointly and severally agree to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, on the date that is 10 Business Days after the last Business Day day of March, June, September and December in each year (commencing June 2013), and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a commitment fee (a “Commitment Fee”) on the daily amount of the applicable Available Unused Commitment of such Lender during the preceding quarter (or other period commencing with the Closing Date or ending with the date on which the last of the Commitments of such Lender shall be terminated) at a rate equal to the Applicable Commitment Fee. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the 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 Borrowers jointly and severally from time to time agrees agree to pay (i) to each Revolving Facility Lender of each Class (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December of each year (commencing June 2013) and on the Revolving Facility Maturity Date (or such other date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein), a fee in Dollars (an “L/C Participation Fee”) on such Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or shorter period commencing with the Closing Date or ending with the applicable Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments of such Class shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Facility Borrowings of such Class effective for each day in such period, and (ii) to each Issuing Bank, for its own account (x) on the last Business Day of March, June, September and December of each year (commencing June 2013) and on the Revolving Facility Maturity Date (or such other date on which the Revolving Facility Commitments of all the Lenders shall be terminated), a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the 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 1/8 of 10.125% 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 Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower agrees Borrowers jointly and severally agree to pay to the Administrative Agent, for the account accounts of the Administrative Agent and the Collateral Agent, the “Administration Agent Fee” as agency fees set forth in any fee letters entered into between the Administrative Agent Fee Letter, Agents and any Borrower relating to such fees as such letters may be amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the fees payable to the Administrative Agent being the “Administrative Agent Fees,” and the fees payable to the Collateral Agent being the “Collateral Agent Fees”) (it being understood that this Agreement shall constitute the “Credit Agreement” for purposes of the Administrative Agent Fee Letter dated as of November 6, 2014, by and between the Company and the Administrative Agent, notwithstanding the occurrence of the transactions occurring on the Restatement Effective Date). (d) In the event that, on or prior to the date that is six months after the Closing Date, the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan Lenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid or converted and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee shall be paid to such Non-Consenting Lender and not to its assignee). Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faith[Reserved]. (e) [Reserved]. (f) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Without duplication, the Borrower agrees to pay to each Lender (other than any Defaulting Lender), through the Administrative AgentAgent in Dollars, for the account of each Dollar Tranche Lender in accordance with its Revolving Credit Commitment Percentage and for the account of each Alternative Currency Tranche Lender in accordance with its Revolving Credit Commitment Percentage, (i) prior to the Investment Grade Pricing Effective Date, an unused fee (the “Unused Fee”) and (ii) at all times on and after the Investment Grade Pricing Effective Date, a facility fee (the “Facility Fee”) for each day during the Availability Period, including at any time during which one or more of the conditions in Article VII is not met. Accrued Unused Fees pursuant to clause (i) above and accrued Facility Fees pursuant to clause (ii) above shall be payable (x) quarterly in arrears on the last Business Day of each March, June, September September, and December in each year (for the three-month period (or portion thereof) ended on such day for which no payment has been received) and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a commitment fee (a “Commitment Fee”y) on the daily amount last day of the applicable Available Unused Commitment of Availability Period (for the period ended on such Lender during the preceding quarter date for which no payment has been received pursuant to clause (or other period x) above), commencing with the first such date to occur after the Closing Date or ending with the date on which the last of the Commitments of such Lender shall be terminated) at a rate equal to the Applicable Commitment Fee. All Commitment Fees Date, and shall be computed on for each day during such period (1) in the basis case of the actual number of days elapsed in Unused Fees, at a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the 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 from time to time agrees to pay (i) to each Revolving Facility Lender of each Class (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) on such Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments of such Class shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Unused Fee Rate in effect on such day times such Dollar Tranche Lender’s Revolving Facility Borrowings Credit Commitment Percentage of the Available Dollar Tranche Commitment or such Class effective for each Alternative Currency Tranche Lender’s Revolving Credit Commitment Percentage of the Available Alternative Currency Commitment, as applicable, in effect on such day in such period, and (ii2) in the case of Facility Fees, at a rate per annum equal to each Issuing Bankthe Facility Fee Rate in effect on such day times such Dollar Tranche Lender’s Revolving Credit Commitment Percentage of the Available Dollar Tranche Commitment or such Alternative Currency Tranche Lender’s Revolving Credit Commitment Percentage of the Available Alternative Currency Commitment, for its own account as applicable (x) or, if the last Business Day of MarchTotal Revolving Credit Commitment has terminated, June, September and December of each year and on the date Outstanding Amount of Dollar Tranche Loans or Alternative Currency Tranche Loans, as applicable), in each case, in effect on which such day, regardless of usage. (b) Without duplication, the Revolving Facility Commitments Borrower agrees to pay to the Administrative Agent in Dollars for the account of all the Dollar Tranche Lenders shall be terminatedpro rata on the basis of their respective Letter of Credit Exposure, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank on the Borrower’s or any of its Subsidiaries’ behalf (the “Letter of Credit Fee”), for the period from and including the date of issuance of such Letter of Credit to and including but excluding the termination or expiration date of such Letter of Credit computed at the per annum rate for each day equal to the Applicable Margin for Eurocurrency Rate Revolving Credit Loans times the daily Stated Amount of such Letter of Credit. Except as provided below, such Letter of Credit Fees shall be due and payable (x) quarterly in arrears on the last Business Day of each March, June, September, and December, commencing with the first such date to occur after the issuance of such Letter of Credit, computed at a rate equal to 1/8 of 1% per annum of the daily stated amount of such Letter of Credit), plus (y) on the last day of the Availability Period and (z) thereafter on demand. If there is any change in connection with the issuanceApplicable Margin during any quarter, amendment or transfer the daily maximum amount of any such each 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 a per annum basis shall be computed on and multiplied by the basis Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. Notwithstanding anything to the contrary contained herein, (i) while any Event of Default arising under Section 10.1(a)(i) or Section 10.1(h) exists, all Letter of Credit Fees shall accrue at the Default Rate, and (ii) upon the request of the actual number Required Tranche Lenders while any Event of days elapsed Default exists (other than as set forth in a year clause (i)), all Letter of 360 daysCredit Fees shall accrue at the Default Rate. (c) The Without duplication, the Borrower agrees to pay to the Administrative Agent, the Bookrunner and the Lead Arrangers in Dollars, for their own respective accounts, and for the account of the Administrative Agent, the “Administration Agent Fee” as set forth in the Administrative Agent Fee LetterLenders, as amendedapplicable, restated, supplemented such fees as have been previously agreed in writing or otherwise modified as may be agreed in writing from time to time, time in the amounts and at the times specified therein (the “Administrative Agent Fees”)so specified. (d) In the event that, on or prior to the date that is six months after the Closing Date, the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan Lenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid or converted and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee shall be paid to such Non-Consenting Lender and not to its assignee). Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faith. (e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December in each year and on the each date on which the any Revolving Facility Commitments Credit Commitment of all the Lenders such Lender shall expire or be terminated as provided herein, a commitment fee (a the “Commitment Fee”) equal to the Applicable Percentage per annum in effect from time to time on the daily unused amount of the applicable Available Unused Revolving Credit Commitment of such Lender during the preceding quarter (or other period commencing with the Closing Date date hereof or ending with the Revolving Credit Maturity Date or the date on which the last of the Revolving Credit Commitments of such Lender shall expire or be terminated) at a rate equal to the Applicable Commitment Fee). All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose purposes of calculating any Lender’s Commitment FeeFees only, no portion of the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated Revolving Credit Commitments shall be deemed to be zero. 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 utilized as a result of the Commitments of such Lender shall be terminated as provided hereinoutstanding Swingline Loans. (b) The Borrower from time agrees to time pay to the Administrative Agent, for its own account, the administrative fees set forth in the Fee Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”). (c) The Borrower agrees to pay (i) to each Revolving Facility Lender of each Class (other than any Defaulting Credit Lender), through the Administrative Agent, on the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments Credit Commitment of all the Lenders such Lender shall be terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) calculated on such Lender’s Revolving Facility Pro Rata Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or shorter period commencing with the Closing Date date hereof or ending with the Revolving Facility Credit Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Facility Credit Commitments of such Class all Lenders shall be have been terminated) at the a rate per annum equal to the Applicable Margin for Eurocurrency Percentage from time to time used to determine the interest rate on Revolving Facility Credit Borrowings comprised of such Class effective for each day in such periodEurodollar Loans pursuant to Section 2.06, and (ii) to each the Issuing Bank, for its own account (x) the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated, a fronting fee in Bank with respect of to each Letter of Credit issued the standard fronting, issuance and drawing fees specified from time to time by such the Issuing Bank for (the period from and including “Issuing Bank Fees”), provided that the date fronting fees payable in respect of issuance of such any Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 1/8 of 1shall not exceed 0.25% per annum of the daily stated undrawn 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 Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the “Administration Agent Fee” as set forth in the Administrative Agent Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the “Administrative Agent Fees”). (d) In the event that, on or prior to the date that is six months after the Closing Date, the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan Lenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid or converted and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee shall be paid to such Non-Consenting Lender and not to its assignee). Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faith. (e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the applicable Issuing BanksBank. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December in each year and on the each date on which the Revolving Facility Commitments any Commitment of all the Lenders such Lender shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to the Commitment Fee Rate set forth in the definition of Applicable Margin per annum on the daily unused amount of the applicable Available Unused Revolving Credit Commitment of such Lender during the preceding quarter (or other period commencing with the Closing Funding Date or ending with the Revolving Credit Maturity Date or the date on which the last of the Commitments of such Lender shall expire or be terminated) at ); provided that any Commitment Fee owing to a rate equal to Lender which is a Defaulting Lender may be withheld by the Applicable Commitment FeeAdministrative Agent acting upon the written direction of the Borrower for so long as such Lender remains a Defaulting Lender. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the 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 from time agrees to time pay to the Administrative Agent, for its own account, the administrative fees set forth in the Administrative Fee Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”). (c) The Borrower agrees to pay (i) to each Revolving Facility Lender of each Class (other than any Defaulting Credit Lender), through the Administrative Agent, on the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments Credit Commitment of all the Lenders such Lender shall be terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) calculated on such Lender’s Revolving Facility Pro Rata Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or shorter period commencing with the Closing Funding Date or ending with the Revolving Facility Credit Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Facility Credit Commitments of such Class all Lenders shall be have been terminated) at the a rate per annum equal to the Applicable Margin from time to time used to determine the interest rate on Revolving Credit Borrowings comprised of Eurodollar Loans pursuant to Section 2.06; provided that any L/C Participation Fee owing to a Lender which is a Defaulting Lender may be withheld by the Administrative Agent acting upon the written direction of the Borrower for Eurocurrency Revolving Facility Borrowings of so long as such Class effective for each day in such periodLender remains a Defaulting Lender, and (ii) to each Issuing Bank, for its own account (x) the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated, a fronting fee in Bank with respect of to each Letter of Credit issued by such Issuing Bank for the period standard fronting, issuance and drawing fees specified from and including the date of issuance of such Letter of Credit time to and including the termination of such Letter of Credit, computed at a rate equal to 1/8 of 1% per annum of the daily 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, time by such Issuing Bank’s customary documentary and processing fees and charges Bank (collectively, the “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the “Administration Agent Fee” as set forth in the Administrative Agent Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the “Administrative Agent Fees”). (d) In the event that, on or prior to the date that is six months after the Closing Date, the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan Lenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid or converted and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee shall be paid to such Non-Consenting Lender and not to its assignee). Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faith. (e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the applicable Issuing BanksBank. Once paid, none of the Fees shall be refundable under any circumstancescircumstances absent manifest error in the calculation of such fees.

Fees. (ai) The Borrower agrees to pay pay, with respect to each Class of US Revolving Credit Commitments, to each US Revolving Credit Lender (other than any Defaulting Lender)of such Class, through the Administrative Agent, on the last Business Day day of March, June, September and December in of each year (commencing with the first such date to occur in the first full fiscal quarter ending after the Effective Date) and on the each date on which the US Revolving Facility Commitments Credit Commitment of all the Lenders such Class of such Lender shall expire or be terminated as provided herein, a commitment fee (a “US Commitment Fee”) equal to the Applicable Percentage per annum for such US Revolving Credit Commitment of such Class of such Lender on the daily amount of the applicable Available relevant Unused US Revolving Credit Commitment of such Class of such Lender during the preceding quarter (or other period commencing with the Closing Date or ending with the date on which the last US Revolving Credit Commitment of the Commitments such Class of such Lender shall be terminated); provided that any US Commitment Fee accrued with respect to the US Revolving Credit Commitment of such Class of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender, except to the extent that such US Commitment Fee shall otherwise have been due and payable by the Borrower prior to such time; and provided, further, that no US Commitment Fee shall accrue on the US Revolving Credit Commitment of such Class of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. For purposes of calculating the US Commitment Fee only, no portion of the US Revolving Credit Commitments shall be deemed utilized as a result of outstanding US Swingline Loans. (ii) The Borrower agrees to pay, with respect to each Class of Multicurrency Revolving Credit Commitments, to each Multicurrency Revolving Credit Lender of such Class, through the Administrative Agent, on the last day of March, June, September and December of each year (commencing with the first such date to occur in the first full fiscal quarter ending after the Effective Date) and on each date on which the Multicurrency Revolving Credit Commitment of such Class of such Lender shall expire or be terminated as provided herein, a commitment fee (a “Multicurrency Commitment Fee”) equal to the Applicable Percentage per annum for such Multicurrency Revolving Credit Commitment of such Class of such Lender on the daily amount of the relevant Unused Multicurrency Revolving Credit Commitment of such Class of such Lender during the preceding quarter (or other period ending with the date on which the Multicurrency Revolving Credit Commitment of such Class of such Lender shall be terminated); provided that any Multicurrency Commitment Fee accrued with respect to the Multicurrency Revolving Credit Commitment of such Class of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender, except to the extent that such Multicurrency Commitment Fee shall otherwise have been due and payable by the Borrower prior to such time; and provided, further, that no Multicurrency Commitment Fee shall accrue on the Multicurrency Revolving Credit Commitment of such Class of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. For purposes of calculating the Multicurrency Commitment Fee only, no portion of the Multicurrency Revolving Credit Commitments shall be deemed utilized as a result of outstanding Multicurrency Swingline Loans. (b) The Borrower agrees to pay to the Administrative Agent, for its own account, the “Agency Fee” set forth in the Engagement Letter at the times and in the amounts specified therein (the “Administration Fee”). (c) The Borrower agrees to pay, with respect to each Class of US Revolving Credit Commitments (i) to each US Revolving Credit Lender, through the Administrative Agent, on the last day of March, June, September and December of each year and on the date on which the US Revolving Credit Commitment of such Class of such Lender shall be terminated as provided herein, a fee (each, a “US L/C Participation Fee”) calculated on such Lender’s Pro Rata Percentage of the daily aggregate Stated Amounts of all outstanding US Letters of Credit during the preceding quarter (or shorter period ending with the date on which all US Letters of Credit have been canceled or have expired and all of the US Revolving Credit Commitments of such Class shall have been terminated) at a rate per annum equal to the Applicable Percentage for the relevant US Revolving Credit Commitment of such Class of such Lender from time to time used to determine the interest rate on Eurodollar US Revolving Credit Borrowings for such Lender minus the US Issuing Bank Fees referred to in clause (ii)(A) below, and (ii) to each US Issuing Bank (A) with respect to each outstanding US Letter of Credit a fronting fee that shall accrue at a rate of 0.125% per annum (or such lesser rate as shall be separately agreed upon between the Borrower and such US Issuing Bank) on the Stated Amount of such US Letter of Credit, payable quarterly in arrears on the last day of March, June, September and December of each year and upon expiration of the applicable US Letter of Credit or any earlier termination of all of the US Revolving Credit Commitments of such Class and (B) within 30 days after demand therefor such US Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any US Letter of Credit issued by such US Issuing Bank or processing of drawings thereunder (the fees in this clause (ii) being collectively the “US Issuing Bank Fees”). (d) Notwithstanding anything to the contrary contained in clause (c) above or elsewhere in this Agreement, if the Effective Date falls on a date other than the last day of March, June, September or December, with respect to each US Letter of Credit deemed issued and outstanding under this Agreement in accordance with Section 2.01(a)(iii), the US L/C Participation Fee and US Issuing Bank Fees referred to in clause (c) above shall be calculated, for the period from the Effective Date to the last day of March, June, September or December, as applicable, that next falls after the Effective Date, as though the reference to the “preceding quarter” in the case of US L/C Participation Fees or “quarterly in arrears” in the case of US Issuing Bank Fees, was in each case a reference to a stub period commencing on the Effective Date and ending on such last day of March, June, September or December, as applicable. (e) The Borrower agrees to pay, with respect to each Class of Multicurrency Revolving Credit Commitments (i) to each Multicurrency Revolving Credit Lender, through the Administrative Agent, on the last day of March, June, September and December of each year and on the date on which the Multicurrency Revolving Credit Commitment of such Class of such Lender shall be terminated as provided herein, a fee (each, a “Multicurrency L/C Participation Fee”) calculated on such Lender’s Pro Rata Percentage of the daily aggregate Stated Amounts of all outstanding Multicurrency Letters of Credit during the preceding quarter (or shorter period ending with the date on which all Multicurrency Letters of Credit have been canceled or have expired and all of the Multicurrency Revolving Credit Commitments of such Class shall have been terminated) at a rate per annum equal to the Applicable Percentage for the relevant Multicurrency Revolving Credit Commitment of such Class of such Lender from time to time used to determine the interest rate on Eurocurrency Rate Multicurrency Revolving Credit Borrowings for such Lender minus the Multicurrency Issuing Bank Fees referred to in clause (ii)(A) below, and (ii) to each Multicurrency Issuing Bank (A) with respect to each outstanding Multicurrency Letter of Credit a fronting fee that shall accrue at a rate of 0.125% per annum (or such lesser rate as shall be separately agreed upon between the Borrower and such Multicurrency Issuing Bank) on the Stated Amount of such Multicurrency Letter of Credit, payable quarterly in arrears on the last day of March, June, September and December of each year and upon expiration of the applicable Multicurrency Letter of Credit or any earlier termination of all of the Multicurrency Revolving Credit Commitments of such Class and (B) within 30 days after demand therefor such Multicurrency Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Multicurrency Letter of Credit issued by such Multicurrency Issuing Bank or processing of drawings thereunder (the fees in this clause (ii) being collectively the “Multicurrency Issuing Bank Fees”). (f) Notwithstanding anything to the contrary contained in clause (e) above or elsewhere in this Agreement, if the Effective Date falls on a date other than the last day of March, June, September or December, with respect to each Multicurrency Letter of Credit deemed issued and outstanding under this Agreement in accordance with Section 2.01(a)(ii), the Multicurrency L/C Participation Fee and Multicurrency Issuing Bank Fees referred to in clause (e) above shall be calculated, for the period from the Effective Date to the last day of March, June, September or December, as applicable, that next falls after the Effective Date, as though the reference to the “preceding quarter” in the case of Multicurrency L/C Participation Fees or “quarterly in arrears” in the case of Multicurrency Issuing Bank Fees, was in each case a reference to a stub period commencing on the Effective Date and ending on such last day of March, June, September or December, as applicable. (g) The Drawing Fees in respect of the Face Amount of each Bankers’ Acceptance Loan relating to a given Class of Multicurrency Revolving Credit Commitments shall be paid by the Borrower to the Administrative Agent for distribution to each Multicurrency Revolving Credit Lender which accepts and/or purchases such Bankers’ Acceptance Loan at the time of the incurrence by the Borrower of each such Bankers’ Acceptance Loan, which payment shall be made by deducting the Drawing Fees in calculating the B/A Discount Proceeds pursuant to paragraph (ii) of the definition of “B/A Discount Proceeds” contained herein. (h) At the time of the effectiveness of any Repricing Transaction with respect to Initial Term Loans that is consummated prior to the date which is six months after the Third Amendment Effective Date, the Borrower agrees to pay to the Administrative Agent, for the ratable account of each Term Lender that holds Initial Term Loans (including each such Lender that withholds its consent to such Repricing Transaction and is replaced as a Non-Consenting Lender under Section 2.22), a fee in an amount equal to 1.00% of (i) in the case of a Repricing Transaction described in paragraph (a) of the definition thereof, the aggregate principal amount of all Initial Term Loans prepaid (or converted) in connection with such Repricing Transaction and (ii) in the case of a Repricing Transaction described in paragraph (b) of the definition thereof, the aggregate principal amount of all Initial Term Loans outstanding on such date that are subject to an Effective Yield reduction pursuant to such Repricing Transaction. Such fees shall be due and payable upon the date of the effectiveness of such Repricing Transaction. (i) All Commitment Fees (other than Drawing Fees) shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated and shall be deemed to be zero. 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 from time to time agrees to pay (i) to each Revolving Facility Lender of each Class (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) on such Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments of such Class shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Facility Borrowings of such Class effective for each day in such period, and (ii) to each Issuing Bank, for its own account (x) the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the 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 1/8 of 1% per annum of the daily 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 Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the “Administration Agent Fee” as set forth in the Administrative Agent Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the “Administrative Agent Fees”). (d) In the event that, on or prior to the date that is six months after the Closing Date, the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan Lenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid or converted and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee shall be paid to such Non-Consenting Lender and not to its assignee). Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faith. (e) All Fees shall be paid on the dates duepaid, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the LendersLenders and the relevant Issuing Bank, except that the Issuing Bank Fees shall be paid directly to the applicable relevant Issuing BanksBank. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower Company agrees to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, on three (3) Business Days after the last Business Day day of March, June, September and December in each year year, and on three (3) Business Days after the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a commitment fee (a “Commitment Fee”) on the average daily amount of the applicable Available Unused Commitment of such Lender during the immediately preceding quarter (or other period commencing with the Closing Date or and ending with the date on which the last of the Commitments of such Lender shall be terminated) at a the rate equal to per annum set forth under the caption “Commitment Fee Rate” in the definition of “Applicable Commitment FeeMargin” herein. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence begin 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 Company from time to time agrees to pay (i) to each Revolving Facility Lender of each Class (other than any Defaulting Lender), through the Administrative Agent, on three (3) Business Days after the last Business Day day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) on such Lender’s Revolving Facility Percentage of the daily aggregate Dollar Amount of the Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class), during the preceding quarter ending on such last day (or shorter period commencing with the Closing Date or and ending with the Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments of such Class shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Facility Borrowings of such Class effective for each day in such period, and (ii) . The Company from time to each time agrees to pay to the Issuing Bank, for its own account account, (x) three (3) Business Days after the last Business Day day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminatedterminated as provided herein, a fronting fee in respect of each Letter of Credit issued by such the Issuing Bank at the request of the Company for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, Credit (computed at a rate equal to 1/8 of 10.125% per annum of the daily average stated amount Dollar Amount of such Letter of Credit), plus (y) in connection the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment amendment, cancellation, negotiation, transfer, presentment, renewal or transfer extension of any such Letter of Credit or processing of any L/C Disbursement thereunder, such Issuing Bank’s customary documentary and processing fees and charges thereunder (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. L/C Participation Fees and Issuing Bank Fees in respect of Letters of Credit denominated in Dollars shall be paid in Dollars, and L/C Participation Fees and Issuing Bank Fees in respect of Letters of Credit denominated in a Foreign Currency shall be paid in such Foreign Currency. (c) The Borrower Company agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the “Administration Agent Fee” as fees set forth in the Administrative Agent Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, Letter at the times specified therein (the “Administrative Agent Fees”). (d) In the event that, on or prior to the date that is six months after the Closing Date, the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan Lenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid or converted and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee shall be paid to such Non-Consenting Lender and not to its assignee). Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faith. (e) All Fees shall be paid on the dates due, in Dollars (except as otherwise expressly provided in this Section 2.12) and immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing BanksBank. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to each Revolving Lender (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December each calendar quarter in each year (beginning with (i) the Closing Date and (ii) thereafter, the first Quarterly Payment Date to occur after the Closing Date), and on the date on which the Revolving Facility Commitments of all the Revolving Lenders shall be terminated as provided herein, a commitment fee (a “Revolving Commitment Fee”) on the average daily amount of the applicable Available Unused Commitment of such Revolving Lender during the preceding such quarter (or other period commencing ending with the date on which all remaining Revolving Commitments shall be terminated) at the rate of 0.50% per annum. (b) [Reserved]. (c) The Borrower agrees to pay to each Construction/Term Lender (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of each calendar quarter in each year (beginning with (i) the Closing Date and (ii) thereafter, the first Quarterly Payment Date to occur after the Closing Date), and on the date on which the Term Commitments of all the Construction/Term Lenders shall be terminated as provided herein, a commitment fee (a “Construction Commitment Fee”, and, together with the Revolving Commitment Fee, the “Commitment Fees”) on the average daily amount of the Available Unused Commitment of such Construction/Term Lender during such quarter (or other period ending with the date on which the last of the Term Commitments of such Lender shall be terminated) at a the rate equal to the Applicable Commitment Fee. of 0.50% per annum. (d) All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee Fees due to each Lender shall commence begin 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. (be) The Borrower from time to time agrees to pay (i) to each Revolving Facility Lender of each Class (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December each calendar quarter of each year (beginning with the first Quarterly Payment Date to occur after the Closing Date), and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fee in Dollars (an a “Revolving L/C Participation Fee”) on such Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed Revolving L/C Disbursements) of during such Class, during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Facility Maturity Date or the date on which the last of the Revolving Facility Commitments of such Class shall be terminated) at the a rate per annum equal to the sum of (x) the Applicable Margin for Eurocurrency Eurodollar Revolving Facility Borrowings of such Class Loans effective for each day in such period, period and (ii) to each Issuing Bank, for its own account (x) the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the 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 1/8 of 1% per annum of the daily stated amount of such Letter of Credit), plus (y) in connection with to the issuanceextent that any Event of Default shall have occurred and be continuing (but excluding any Event of Default that has been waived by the Lenders pursuant to Section 9.08), 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 Fees”)2.00%. All Revolving L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the “Administration Agent Fee” as set forth in the Administrative Agent Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the “Administrative Agent Fees”). (d) In the event that, on or prior to the date that is six months after the Closing Date, the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan Lenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid or converted and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee shall be paid to such Non-Consenting Lender and not to its assignee). Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faith. (e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower a. During the initial term of this License Agreement, Licensee agrees to pay Licensor the following amount per Licensed Location per month: Period Per Licensed Location Per Month ______ _______________________________ RCT RCT b. During the Option Period the Licensee agrees to each Lender (other than any Defaulting Lender), through pay Licensor the Administrative Agent, on the last Business Day of March, June, September and December in each year and on the date on which the Revolving Facility Commitments of all the Lenders following amount per Licensed Location per month: Option Period Per Licensed Location Per Month _____________ _______________________________ RCT RCT c. The monthly amounts set forth above shall be terminated as provided herein, a commitment fee (a “Commitment Fee”) on the daily amount of the applicable Available Unused Commitment of such Lender during the preceding quarter (or other period commencing with the Closing Date or ending with the date on which the last of the Commitments of such Lender shall be terminated) at a rate equal subject 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. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the 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 increase from time to time agrees during the term of this Agreement and any extension hereof as follows. During the one-month period prior to pay 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 (i) 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 each Revolving Facility Lender the Comparable Rent for the duration of each Class (other than the applicable period. d. During the term of this Agreement, if Licensor opens or acquires any Defaulting Lender)New Location and Licensor determines to include Devices at such New Location, through Exhibit A hereto shall be amended to include such New Location and the Administrative Agentmonthly fees payable hereunder shall be adjusted accordingly. In the case of a New Location opened or acquired on or after RCT, on the last Business Day of March, June, September and December of each year and on fees due pursuant to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date on which the Revolving Facility Commitments of such New Location is opened for business by Licensor; provided, that if Licensor has not taken all the Lenders shall steps required to be terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) on taken by it to permit Licensee to commence operations at such Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments of such Class shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Facility Borrowings of such Class effective for each day in such period, and (ii) to each Issuing Bank, for its own account (x) the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the 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 1/8 of 1% per annum of the daily 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 Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative AgentNew Location, the “Administration Agent Fee” as set forth in the Administrative Agent Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the “Administrative Agent Fees”). (d) RCT period shall not commence until all such actions have been taken. In the event that, on or prior to the date that is six months after the Closing Date, the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other thanaddition, in the case event an Existing Location is closed for renovation for a period of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control RCT or a transformative acquisition referred to in the last sentence of this paragraph)more, the Borrower Fees with respect to such renovated Existing Location shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan Lenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid or converted and (B) in the case of clause (y), a be RCT fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced due pursuant to this Section 4 during the RCT period following the date such amendment (it being understood renovated Existing Location is reopened for business by Licensor; provided, that if any Non-Consenting Lender is Licensor has not taken all steps required to assign its Term B Loans in connection with be taken by it to permit Licensee to recommence operations at such amendmentExisting Location, the RCT period shall not commence until all such actions have been taken. e. The above fee shall be paid to such Non-Consenting Lender and not to its assignee). Such amounts 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 prepayment 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 effective date of such amendment, as highest rate permitted by applicable law. f. In the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary event that is (i) not permitted 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) 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 Devices hereunder, the parties shall negotiate in good faith to arrive at an equitable adjustment to the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faithAgreement. (e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (ai) The U.S. Borrower agrees to pay to each Lender in respect of a Tranche of Revolving Loans (other than any Defaulting Lender), through the Administrative Agent, on three Business Days after the last Business Day day of March, June, September and December in each year year, and on three Business Days after the date on which the Revolving Facility Commitments of all the Lenders in respect of such Tranche shall be terminated as provided herein, a commitment fee (a “Commitment Fee”) on the daily amount of the applicable Available Unused Commitment of such Lender attributable to such Tranche during the preceding quarter (or other period commencing with the Closing Date or ending with the date on which the last of the Commitments of such Lender in respect of such Tranche shall be terminated) at a rate equal to the Applicable Commitment Fee0.50% per annum. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender in respect of any Tranche of Revolving Loans shall commence to accrue on the Closing Date and shall cease to accrue on the date on which the last of the Commitments of such Lender in respect of such Tranche shall be terminated as provided herein. (b. For purposes of computing the average daily amount of any Revolving L/C Exposure for any period under this Section 2.13(a)(i) The Borrower from time to time agrees to pay and under Section 2.13(b), the average daily amount of Alternative Currency Revolving L/C Exposure for such period shall be calculated by multiplying (i) to each Revolving Facility Lender the average daily balance of each Class Alternative Currency Letter of Credit (other than any Defaulting Lender), through expressed in the Administrative Agent, currency in which such Alternative Currency Letter of Credit is denominated) by (ii) the Exchange Rate for the Alternative Currency in which such Letter of Credit is denominated in effect on the last Business Day of March, June, September and December such period or by such other reasonable method that the Administrative Agent deems appropriate. Any Commitment Fee paid in respect of each year and on the date on which the Revolving Facility Commitments of all the Lenders Canadian Tranche (i) shall be terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) on such paid to each Canadian Tranche Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments of such Class shall be terminated) at the rate per annum equal Canadian Lending Office to the Applicable Margin for Eurocurrency Revolving Facility Borrowings of such Class effective for each day in such period, extent paid by the Canadian Borrower and (ii) to each Issuing Bank, for its own account (x) the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the 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 1/8 of 1% per annum of the daily 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 Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the “Administration Agent Fee” as set forth in the Administrative Agent Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the “Administrative Agent Fees”). (d) In the event that, on or prior to the date that is six months after the Closing Date, the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan Lenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid or converted and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee shall be paid to such Non-Consenting Lender and not each Canadian Tranche Lender’s U.S. Lending Office to its assignee). Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition extent paid by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faithU.S. Borrower. (e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December in each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a commitment fee (a “Commitment Fee”) on the daily amount of the applicable Available Unused Commitment of such Lender during the preceding quarter (or other period commencing with the Closing Date or ending with the date on which the last of the Commitments of such Lender shall be terminated) at a rate equal to the Applicable Commitment Fee. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the 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 from time to time agrees to pay (i) to each Revolving Facility Lender of each Class (other than any Defaulting Lender), through the Administrative Agent, party to this Agreement as a Lender on the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) on such Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments of such Class shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Facility Borrowings of such Class effective for each day in such period, and (ii) to each Issuing Bank, for its own account (x) the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the 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 1/8 of 1% per annum of the daily 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 Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the “Administration Agent Fee” as set forth in the Administrative Agent Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the “Administrative Agent Fees”). (d) In the event that, on or prior to the date that is six months after the Closing Date, as fee compensation for the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield availability of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPOLender’s Initial Commitment, a Change closing fee in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan Lenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal an amount of the Term B Loans so prepaid or converted and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant such Lender’s Initial Commitment, payable to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B from the proceeds of Loans in connection with such amendment, such fee as and when funded on the Closing Date. Such closing fees shall be paid to such Non-Consenting Lender and not to its assignee). Such amounts shall be in all respects fully earned, due and payable on the date Closing Date and non-refundable and non-creditable thereafter. (b) The Borrower shall pay to the Disbursing Agent for the account of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d)each Lender holding a Fourth Amendment Commitment a non-refundable ticking fee (each, a “transformative acquisition” is any acquisition Delayed Draw Ticking Fee”) for the period commencing on the Fourth Amendment Effective Date and ending on the date that the Fourth Amendment Commitments expire or are terminated, in an amount equal to 1.0% per annum times the actual daily amount of the unutilized Fourth Amendment Commitments. Each Delayed Draw Ticking Fee shall accrue daily and be payable in cash in arrears on the last Business day of each of March, June, September and December during the period that the Fourth Amendment Commitments remain outstanding and on the date that such Fourth Amendment Commitments expire or are terminated. Each Delayed Draw Ticking Fee shall be distributed by the Borrower or any Subsidiary that is Disbursing Agent to each Lender holding a Fourth Amendment Commitment pro rata in accordance with such Lenders’ respective Fourth Amendment Commitments (i) not permitted by the terms of the Loan Documents as in effect immediately prior to the consummation of payment date for such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faithDelayed Draw Ticking Fee). (e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. 3.1 Unless changed by the Steering Committee in accordance with section 3.4, the Annual License Fee and the Certification Fee shall be: (a) The Borrower agrees to pay to each Lender Annual License Fee for Regular Members: Zero (other than any Defaulting Lender0) Euro (no charge), through the Administrative Agent, on the last Business Day of March, June, September and December in each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a commitment fee (a “Commitment Fee”) on the daily amount of the applicable Available Unused Commitment of such Lender during the preceding quarter (or other period commencing with the Closing Date or ending with the date on which the last of the Commitments of such Lender shall be terminated) at a rate equal to the Applicable Commitment Fee. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the 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 from time to time agrees to pay Annual License Fee for Associate Members: Five thousand (i5000) to each Revolving Facility Lender of each Class (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) on such Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments of such Class shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Facility Borrowings of such Class effective for each day in such period, and (ii) to each Issuing Bank, for its own account (x) the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the 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 1/8 of 1% per annum of the daily 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 Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days.Euro (c) Certification Fee: Zero (0) Euro (no charge) 3.2 The Borrower agrees first payment of the Annual License Fee shall be pro-rated, calculated as (13 minus the number of month of the Effective Date) / 12 and shall be due within sixty (60) days after the Effective Date of this Agreement and the subsequent Annual License Fee shall be due on January 1 each subsequent year after the year in which this Agreement has been entered into. Failure to pay the Annual License Fee within sixty (60) days after the due date shall constitute a Material Breach. 3.3 The LLA may invoice Licensee for the Certification Fee when Licensee submits a Test Report Summary to the Administrative AgentLLA, for pursuant to section 4.3 hereunder. Failure to pay the account Certification Fee within sixty (60) days after the date of invoice shall constitute a Material Breach. 3.4 The Steering Committee of the Administrative AgentConsortium may change the Annual License Fee and/or the Certification Fee. The LLA shall provide written notice to Licensees at least three (3) months before the start of the year in which such change becomes effective. Such change in Annual License Fee or Certification Fee shall be determined on a reasonable, the “Administration Agent Fee” as set forth in the Administrative Agent Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the “Administrative Agent Fees”)non-discriminatory and operation-cost- recovery basis. (d) In 3.5 The Annual License Fee and the event thatCertification Fee payable by Licensee hereunder shall be paid net of any present or future tax, on or prior to the date that is six months after the Closing Date, the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) with the proceeds ofassessment, or convert governmental charge. Licensee shall gross up the Term B Loans intofees so that after deducting or withholding any applicable tax, any new assessment or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other thancharge, in the case of each of clauses (x) and (y), in connection with LLA shall receive a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan Lenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal full amount of the Term B Loans so prepaid Annual License Fee and the Certification Fee which would have been received by LLA had no deduction or converted withholding been required. Licensee shall indemnify LLA for any penalties and (B) interest that may be payable as a result of Licensee’s failure to timely pay all taxes or other assessments of LLA that Licensee is obligated to withhold. All other tax imposed on payments by Licensee to LLA, including but not limited to value added taxes, consumption taxes, and sales taxes, which may be imposed now or in the case future or under the laws of clause (y), a fee equal to 1.00% of the aggregate principal amount of the any applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee jurisdiction shall be paid Licensee’s sole responsibility and Licensee shall promptly transmit such taxes to such Non-Consenting Lender the appropriate authorities as and not to its assignee)when they become due. Such amounts taxes shall be due and payable on the date of such prepayment or the effective date of such amendment, not affect Licensee’s obligation to make payments to LLA as the case may be. For purposes of required under this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faithAgreement. (e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December in each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a commitment fee (a “Commitment Fee”) on the daily amount of the applicable Available Unused Commitment of such Lender during the preceding quarter (or other period commencing with the Closing Date or ending with the date on which the last of the Commitments of such Lender shall be terminated) at a rate equal to the Applicable Commitment Fee. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the 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 from time to time agrees to pay (i) to each Revolving Facility Lender of each Class (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) on such Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments of such Class shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Facility Borrowings of such Class effective for each day in such period, and (ii) to each Issuing Bank, for its own account (x) the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the 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 1/8 of 1% per annum of the daily 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 Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the “Administration Agent Fee” as set forth in the Administrative Agent Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the “Administrative Agent Fees”). (d) In the event that, on or prior to the date that is six months after the Closing October 2018 Effective Date, the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan Lenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid or converted and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee shall be paid to such Non-Consenting Lender and not to its assignee). Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faith. (e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower Borrowers shall pay to the Administrative Agent for its own account fees in the amounts and at the times previously agreed upon in writing by SBAC and the Administrative Agent in that certain Engagement Letter dated September 1, 2020, or as otherwise agreed to in writing between SBAC and the Administrative Agent. (b) SBAC agrees to pay to the Administrative Agent for the account of each SBAC Lender (other than any Defaulting Lender)Lenders) a commitment fee, through which shall accrue at the Applicable Percentage per annum on the daily amount of the Unused SBAC Revolving Commitment of such Lender during the SBAC Availability Period. SBF agrees to pay to the Administrative AgentAgent for the account of each SBF Lender (other than Defaulting Lenders) a commitment fee, which shall accrue at the Applicable Percentage per annum on the daily amount of the Unused SBF Revolving Commitment of such Lender during the SBF Availability Period. (c) Accrued fees under clause (b) above shall be payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing on December in each year 31, 2020 and on the applicable Revolving Credit Maturity Date (and if later, the date on which the Revolving Facility Commitments of all the Lenders Loans shall be terminated as repaid in their entirety); provided hereinfurther, a commitment fee (a “Commitment Fee”) on the daily amount of the applicable Available Unused Commitment of that any such Lender during the preceding quarter (or other period commencing with the Closing fees accruing after either Revolving Credit Maturity Date or ending with the date on which the last of the Commitments of such Lender shall be terminated) at a rate equal to the Applicable Commitment Fee. All Commitment Fees shall be computed payable on the basis of the actual number of days elapsed in a year of 360 daysdemand. For the purpose avoidance of calculating any Lender’s Commitment Feedoubt, if (i) the Outstanding SBAC Revolving Loans are converted to a SBAC Term Loan on the SBAC Revolving Credit Maturity Date or (ii) the Outstanding SBF Revolving Loans are converted to a SBF Term Loan on the SBF Revolving Credit Maturity Date, in each case, in accordance with Section 2.26, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the 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. commitment fees under clause (b) The Borrower from time to time agrees to pay (i) to each Revolving Facility Lender of each Class (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders above shall no longer be terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) on such Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments of such Class shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Facility Borrowings of such Class effective for each day in such period, and (ii) to each Issuing Bank, for its own account (x) the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the 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 1/8 of 1% per annum of the daily 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 Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the “Administration Agent Fee” as set forth in the Administrative Agent Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the “Administrative Agent Fees”)payable. (d) In the event that, on or prior Anything herein to the date that contrary notwithstanding, during such period as a Lender is six months after the Closing Datea Defaulting Lender, the Borrower shall (x) make a prepayment of the Term B Loans such Defaulting Lender will not be entitled to any fees accruing during such period pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of this Section (without prejudice to the definition thereof) with rights of the proceeds ofLenders other than Defaulting Lenders in respect of such fees), or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment fees hereafter offered to this Agreement which reduces any Lender, and the All-in Yield pro rata payment provisions of Section 2.20 will automatically be deemed adjusted to reflect the Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence provisions of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan Lenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid or converted and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee shall be paid to such Non-Consenting Lender and not to its assignee). Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faithSection. (e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay a commitment fee (a "Commitment Fee") to each Lender (other than any Defaulting Revolving Lender), for which payment will be made in arrears through the Administrative Agent, Agent on the last Business Day day of March, June, September and December in each year beginning after the Effective Date, and on the Commitment Fee Termination Date (as defined below). The Commitment Fee due to each Revolving Lender shall commence to accrue for a period commencing on the Effective Date and shall cease to accrue on the date (the "Commitment Fee Termination Date") that is the later of (i) the date on which the Revolving Facility Commitments Credit Commitment of all the Lenders such Revolving Lender shall be terminated as provided herein, herein and (ii) the first date after the end of the Revolving Credit Commitment Period. The Commitment Fee accrued to each Revolving Lender shall equal the Commitment Fee Percentage multiplied by such Lender's Commitment Fee Average Daily Amount (as defined below) for the applicable quarter (or shorter period commencing on the Effective Date and ending with such Lender's Commitment Fee Termination Date). A Revolving Lender's "Commitment Fee Average Daily Amount" with respect to a commitment fee (a “Commitment Fee”) on calculation period shall equal the average daily amount during such period calculated using the daily amount of such Revolving Lender's Revolving Credit Commitment less such Revolving Lender's Revolving Credit Exposure (excluding, in the applicable Available Unused Commitment case of such Lender during all Lenders other than the preceding quarter Swingline Lender, clause (or other period commencing with the Closing Date or ending with the date on which the last c) of the Commitments definition thereof for purposes of determining the Commitment Fee Average Daily Amount only) for any applicable days during such Lender shall be terminated) at a rate equal to the Applicable Revolving Lender's Revolving Credit Commitment FeePeriod. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the 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 from time to time agrees to pay (i) to each Revolving Facility Lender of each Class (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) on such Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments of such Class shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Facility Borrowings of such Class effective for each day in such period, and (ii) to each Issuing Bank, for its own account (x) the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the 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 1/8 of 1% per annum of the daily 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 Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the “Administration Agent Fee” as set forth in the Administrative Agent Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the “Administrative Agent Fees”). (d) In the event that, on or prior to the date that is six months after the Closing Date, the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan Lenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid or converted and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee shall be paid to such Non-Consenting Lender and not to its assignee). Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faith. (e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The From and including the Closing Date until the end of the Term Loan Availability Period or with respect to any Term Lender, until the date on which such Term Lender’s Term Loan Commitments are terminated (solely to the extent of such terminated Term Loan Commitments), the Borrower agrees to pay to each Lender (other than any Defaulting Lender), through the Administrative Credit Facility Agent, for the account of the Term Lenders, on each CTA Payment Date beginning on the last Business Day of March, June, September and December in each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided hereinfirst CTA Payment Date that is also an Interest Payment Date, a commitment fee (a “Term Loan Commitment Fee”) at a rate per annum equal to 35% of the Applicable Margin applicable to LIBORSOFR Loans on the average daily amount by which the Term Loan Commitments exceed the aggregate outstanding principal amount of the applicable Available Unused Commitment of such Lender Term Loans during the preceding relevant fiscal quarter (or other period commencing with the Closing Date or ending with the date on which the last of the Commitments of such Lender shall be terminatedportion thereof) at a rate equal to the Applicable Commitment Fee. All then ended; provided that all Commitment Fees shall be payable in arrears and computed on the basis of the actual number of days elapsed in a year of 360 days, as prorated for any partial quarter, as applicable. For Notwithstanding the purpose of calculating any Lender’s Commitment Feeforegoing, the outstanding Swingline Loans during the Borrower will not be required to pay any Commitment Fee to any Term Lender with respect to any period for in which such Term Lender was a Defaulting Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the 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 From and including the Closing Date until the Working Capital Loan Termination Date, the Borrower from time to time agrees to pay (i) to each Revolving the Credit Facility Lender Agent, for the account of each Class Working Capital Lender a commitment fee (other than any Defaulting Lender)a “Working Capital Commitment Fee” and, through together with the Administrative AgentTerm Loan Commitment Fee, the “Commitment Fees”) on the daily average amount of such Working Capital ▇▇▇▇▇▇’s unused Working Capital Commitment at a rate per annum equal to 35% of the Applicable Margin for LIBORSOFR Loans from the date hereof until the Final Maturity Date, payable quarterly in arrears on the last Business Day of Marcheach fiscal quarter, June, September and December of each year and commencing on the first such date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) on such Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Facility Maturity Date or occur following the date on which the Revolving Facility Commitments of such Class shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Facility Borrowings of such Class effective for each day in such periodhereof, and (ii) the Working Capital Loan Termination Date. Notwithstanding the foregoing, the Borrower will not be required to each Issuing Bank, for its own account (x) the last Business Day of March, June, September and December of each year and on the date on pay any Working Capital Commitment Fee to any Working Capital Lender with respect to any period in which the Revolving Facility Commitments of all the Lenders shall be terminated, such Working Capital Lender was a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the 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 1/8 of 1% per annum of the daily 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 Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 daysDefaulting Lender. (c) The Borrower agrees to pay to the Administrative AgentCredit Facility Agent for the account of each Working Capital Lender a letter of credit fee (the “LC Fee”) on (i) the average daily aggregate amount of such Working Capital Lender’s Commitment Percentage of the LC Available Amount, if any, of all Fronted Letters of Credit and (ii) the average daily aggregate amount of the LC Available Amount, if any, of any Non-Fronted Letters of Credit issued by such Working Capital Lender in its capacity as an Issuing Bank, each at a rate per annum equal to the Applicable Margin for LIBORSOFR Loans, payable quarterly in arrears on the last Business Day of each fiscal quarter, commencing on the first such date to occur following the date of issuance of any Letter of Credit hereunder, and on the Working Capital Loan Termination Date; provided, however, that, upon the occurrence and during the continuance of a Loan Facility Event of Default, with respect to any outstanding Letters of Credit which are not cash collateralized pursuant to Section 9.05 (Application of Proceeds), such LC Fee shall be increased by 2.0% per annum. (d) The Borrower agrees to pay to each Issuing Bank a letter of credit fronting fee (the “Fronting Fee”) in an amount equal to 0.20% per annum of the aggregate LC Available Amount of each Fronted Letter of Credit issued by such Issuing Bank, payable quarterly in arrears on the last Business Day of each fiscal quarter, commencing on the first such date to occur following the date of issuance of such Letter of Credit hereunder, and on the Working Capital Loan Termination Date. (e) The Borrower agrees to pay or cause to be paid to the Credit Facility Agent for the account of the Administrative Lenders and the Credit Facility Agent, the “Administration Agent Fee” as set forth additional fees in the Administrative Agent Fee Letter, as amended, restated, supplemented or otherwise modified amounts and at the times from time to timetime agreed to by the Borrower and the Credit Facility Agent, at including pursuant to each fee letter with an Initial Coordinating Lead Arranger, Coordinating Lead Arranger or Documentation Bank and any other fee letters entered into by the times specified therein (Borrower with any of the “Administrative Agent Fees”)Lenders from time to time in respect of the Credit Facility Agreement. (d) In the event that, on or prior to the date that is six months after the Closing Date, the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan Lenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid or converted and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee shall be paid to such Non-Consenting Lender and not to its assignee). Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faith. (ef) All Fees shall be paid on the dates due, due in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances. (g) All Commitment Fees, Fronting Fees and LC Fees shall be computed on the basis of 360-day year, as prorated for any partial quarter, as applicable. (h) The Borrower shall not be liable to pay any Lender or Issuing Bank any upfront fees, fronting fees or agent fees, nor shall it be liable to pay any other fees, costs, expenses or charges with respect to the transactions contemplated under this Agreement, other than as may be specifically stated in this Agreement, the Fee Letters or any other agreement in writing between such Lender or Issuing Bank and the Borrower.

Fees. (a) The Borrower agrees to pay to each Revolving Facility Lender (other than any Defaulting Lender), through the Administrative Agent, on the date that is three Business Days after the last Business Day of March, June, September and December in each year year, and on the date on which the Revolving Facility Commitments of all the Lenders such Revolving Facility Lender shall be terminated as provided herein, a commitment fee in Dollars (a “Commitment Fee”) on the daily amount of the applicable Available Unused Commitment of such Revolving Facility Lender during the preceding quarter (or other period commencing with the Closing Date or ending with the date on which the last of the Commitments of such Revolving Facility Lender shall be terminated) at a rate equal to the Applicable Commitment FeeFee with respect to such Revolving Facility Lender. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Revolving Facility Lender’s Commitment FeeFee (other than with respect to the Swingline Lender), the outstanding Swingline Loans during the period for which such Revolving Facility Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Revolving Facility Lender shall commence to accrue on the Closing Date and shall cease to accrue on the date on which the last of the Commitments of such Revolving Facility Lender shall be terminated as provided herein. (b) The Borrower from time to time agrees to pay (i) to each Revolving Facility Lender of each Class (other than any Defaulting Lender); provided that at any time that an L/C Issuer has Fronting Exposure to a Defaulting Lender, until such Fronting Exposure has been reduced to zero, the L/C Participation Fee attributable to such Fronting Exposure in respect of Letters of Credit issued by such L/C Issuer shall be payable to such L/C Issuer) under any Revolving Facility, through the Administrative Agent, three Business Days after the last day of March, June, September and December of each year and three Business Days after the date on which the Revolving Facility Commitments of all the Lenders under such Revolving Facility shall be terminated as provided herein, a fee (an “L/C Participation Fee”) on such Lender’s Revolving Facility Percentage of the daily aggregate Outstanding Amount of L/C Obligations (excluding the portion thereof attributable to Unreimbursed Amounts) of such Class, during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Facility Maturity Date with respect to such Revolving Facility or the date on which the Revolving Facility Commitments of such Class shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Facility Borrowings of such Class made by such Lender effective for each day in such period and (ii) to each L/C Issuer, for its own account (x) three Business Days after the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fronting fee in Dollars (an “L/C Participation Fee”) on such Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments of such Class shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Facility Borrowings of such Class effective for each day in such period, and (ii) to each Issuing Bank, for its own account (x) the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank L/C Issuer for the 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 1/8 of 1% per annum of the daily 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 drawing thereunder, such L/C Disbursement thereunder, such Issuing BankIssuer’s customary documentary and processing fees and charges (collectively, “Issuing Bank L/C Issuer Fees”). All L/C Participation Fees and Issuing Bank L/C Issuer Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the “Administration Agent Fee” as agency fees set forth in the Administrative Agent Fee Letter, as amended, restatedmodified, waived or supplemented or otherwise modified from time to time, at the times specified therein (the “Administrative Agent Fees”). (d) In the event that, on or prior to the date that is six months after the Closing Date, the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan Lenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid or converted and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee shall be paid to such Non-Consenting Lender and not to its assignee). Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faith. (e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that Issuing Bank L/C Issuer Fees shall be paid directly to the applicable Issuing BanksL/C Issuers. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December in each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a commitment fee (a “Commitment Fee”) on the daily amount of the applicable Available Unused Commitment of such Lender during the preceding quarter (or other period commencing with the Closing Date or ending with the date on which the last of the Commitments of such Lender shall be terminated) at a rate equal to the Applicable Commitment Fee. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the 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 from time to time agrees to pay (i) to each Revolving Facility Lender of each Class (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) on such Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments of such Class shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Facility Borrowings of such Class effective for each day in such period, and (ii) to each Issuing Bank, for its own account (x) the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the 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 1/8 of 1% per annum of the daily 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 Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the “Administration administrative fees to which the Borrower and Administrative Agent Fee” as agree in writing (including, but not limited to, the administrative fees set forth in the Administrative Agent Fee LetterLetter pursuant to the terms thereof and all Attorney Costs) and (ii) to the Collateral Agent, as amendedfor the account of the Collateral Agent, restatedthe agency fees to which the Borrower and Collateral Agent agree in writing (including, supplemented or otherwise modified from time but not limited to, the agency fees set forth in the Agent Fee Letter pursuant to time, at the times specified therein (the “Administrative Agent Fees”terms thereof and all Attorney Costs). (db) In The Borrower agrees to pay (or cause to be paid) to the event thatLenders, each for their own accounts, a commitment fee (the “Commitment Fee”), determined by the Borrower in consultation with the Lender Representative, in an amount (measured as of the Commitment Termination Date) equal to 1.00% of (i) the Maximum GPU Amount less (ii) the actual aggregate principal amount of Loans which have borrowed on or prior to the date that is six months after Commitment Termination Date which shall be divided among such Lenders based on their Pro Rata Share. The Commitment Fee (if greater than zero) shall be earned on the Closing Date, the Borrower shall Commitment Termination Date and due and payable within five (x5) make a prepayment Business Days of the Term B Loans pursuant Commitment Termination Date. (c) The Borrower agrees to Section 2.11(a) pay (or Section 2.11(bcause to be paid) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan Lenders, each for their own accounts, an upfront fee (Athe “Delayed Draw Upfront Fee”) in the case of clause (x), a prepayment premium of 1.00an amount equal to 1.75% of the aggregate principal amount of Delayed Draw Loans actually funded to the Term B Loans so prepaid or converted and (B) in the case of clause (y)Borrower on a Delayed Draw Funding Date, a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee shall be paid to divided among such Non-Consenting Lender Lenders based on their pro rata share of such Delayed Draw Loans. Each Delayed Draw Upfront Fee will be earned and not to its assignee). Such amounts shall be due and payable on the date of Delayed Draw Funding Date with respect to such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faithDelayed Draw Upfront Fee. (e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to the Administrative Agent in Dollars, for the account of each Revolving Credit Lender (other than any Defaulting Lenderin each case pro rata according to the respective Revolving Credit Commitments of all such Lenders), through a commitment fee (the Administrative Agent, “Revolving Credit Commitment Fee”) for each day from the Closing Date to the Revolving Credit Termination Date. Each Revolving Credit Commitment Fee shall be payable by the Borrower (x) quarterly in arrears on the last tenth Business Day following the end of each March, June, September and December in each year (for the three-month period (or portion thereof) ended on such day for which no payment has been received) and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a commitment fee (a “Commitment Fee”y) on the daily amount of Revolving Credit Termination Date (for the applicable Available Unused Commitment of period ended on such Lender during the preceding quarter date for which no payment has been received pursuant to clause (or other period commencing with the Closing Date or ending with the date on which the last of the Commitments of such Lender x) above), and shall be terminated) computed for each day during such period at a rate per annum equal to the Applicable applicable Revolving Credit Commitment Fee. All Commitment Fees shall be computed Fee Rate in effect on such day on the basis applicable portion of the actual number of days elapsed Available Revolving Commitment in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which effect on such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the 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 hereinday. (b) The Borrower from time to time agrees to pay (i) to each Revolving Facility Lender the Administrative Agent in Dollars, for the account of each Class Lender with an Available Delayed Draw Term Loan Commitment, a commitment fee (other than any Defaulting Lender), through the Administrative Agent, “Delayed Draw Commitment Fee”) for each day from the Closing Date to the Delayed Draw Term Loan Commitment Termination Date. Each Delayed Draw Commitment Fee shall be payable (x) quarterly in arrears on the last tenth Business Day following the end of each March, June, September and December of each year (for the three-month period (or portion thereof) ended on such day for which no payment has been received) and (y) on the Delayed Draw Term Loan Commitment Termination Date (for the period ended on such date on for which the Revolving Facility Commitments of all the Lenders no payment has been received pursuant to clause (x) above), and shall be terminated as provided herein, computed for each day during such period at a fee in Dollars (an “L/C Participation Fee”) on such Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments of such Class shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Facility Borrowings of Delayed Draw Commitment Fee Rate in effect on such Class effective for each day in such period, and (ii) to each Issuing Bank, for its own account (x) the last Business Day of March, June, September and December of each year and on the date Available Delayed Draw Term Loan Commitment in effect on which the Revolving Facility Commitments of all the Lenders shall be terminated, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the 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 1/8 of 1% per annum of the daily 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 Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 daysday. (c) The Borrower agrees to pay to the Administrative Agent, Agent in Dollars for the account of each Revolving Credit Lender pro rata on the basis of their respective Revolving Letter of Credit Exposure, a fee in respect of each Revolving Letter of Credit (the “Revolving Letter of Credit Fee”), for the period from the date of issuance of such Revolving Letter of Credit to the termination date of such Revolving Letter of Credit computed at the per annum rate for each day equal to the Applicable LIBOR Margin for Revolving Credit Loans minus the Fronting Fee on the average daily Stated Amount of such Revolving Letter of Credit. Such Revolving Letter of Credit Fees shall be due and payable (x) quarterly in arrears on the tenth Business Day following the end of each March, June, September and December and (y) on the date upon which the Total Revolving Credit Commitment terminates and the Revolving Letters of Credit Outstanding shall have been reduced to zero. (d) The Borrower agrees to pay to each Letter of Credit Issuer a fee in respect of each Letter of Credit issued by it (the “Fronting Fee”), for the period from the date of issuance of such Letter of Credit to the termination date of such Letter of Credit, computed at the rate for each day equal to 0.125% per annum on the average daily Stated Amount of such Letter of Credit (or at such other rate perannum as agreed in writing between the Borrower and such Letter of Credit Issuer). Such Fronting Fees shall be due and payable by the Borrower (x) quarterly in arrears on the tenth Business Day following the end of each March, June, September and December and (y) (1) in the case of Revolving Letters of Credit, on the date upon which the Total Revolving Credit Commitment terminates and the Revolving Letters of Credit Outstanding shall have been reduced to zero and (2) in the case of Deposit Letters of Credit, the Deposit L/C Loan Maturity Date or, if earlier, the date upon which the Deposit Letters of Credit Commitment terminates and the Deposit Letter of Credit Outstanding shall have been reduced to zero. (e) The Borrower agrees to pay directly to the Letter of Credit Issuer upon each issuance of, drawing under, and/or amendment of, a Letter of Credit issued by it such amount as the Letter of Credit Issuer and the Borrower shall have agreed upon for issuances of, drawings under or amendments of, letters of credit issued by it. (f) The Borrower agrees to pay to the Posting Lead Arranger and Bookrunner in Dollars, the Maintenance Fee (as provided in, and at the times set forth in, the Posting Facility Fee Letter and this Agreement) for the period from and including the Closing Date to the Posting Facility Termination Date. (g) The Borrower agrees to pay directly to the Administrative Agent, Agent for its own account the “Administration Agent Fee” administrative agent fees as set forth in the Administrative Agent Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the “Administrative Agent Fees”). (dh) In Notwithstanding the event that, on or prior to the date that is six months after the Closing Dateforegoing, the Borrower shall (x) make a prepayment of the Term B Loans not be obligated to pay any amounts to any Defaulting Lender pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan Lenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid or converted and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee shall be paid to such Non-Consenting Lender and not to its assignee). Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faith4.1. (e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay pay, with respect to each Class of Revolving Credit Commitments, to each Revolving Credit Lender (other than any Defaulting Lender)of such Class, through the Administrative Agent, on the last Business Day day of March, June, September and December in of each year (commencing with the first such date to occur after the first full fiscal quarter to elapse after the Closing Date) and on the each date on which the Revolving Facility Commitments Credit Commitment of all the Lenders such Class of such Lender shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to the Applicable Percentage per annum for such Revolving Credit Commitment of such Class of such Lender on the daily amount of the applicable Available relevant Unused Revolving Credit Commitment of such Class of such Lender during the preceding quarter (or other period commencing with the Closing Date or ending with the date on which the last Revolving Credit Commitment of the Commitments such Class of such Lender shall be terminated); provided, that any Commitment Fee accrued with respect to the Revolving Credit Commitment of such Class of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender, except to the extent that such Commitment Fee shall otherwise have been due and payable by the Borrower prior to such time; and provided, further, that no Commitment Fee shall accrue on the Revolving Credit Commitment of such Class of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. For purposes of calculating the Commitment Fee only, no portion of the Revolving Credit Commitments shall be deemed utilized as a result of outstanding Swingline Loans. (b) The Borrower agrees to pay to the Administrative Agent, for its own account, the “annual administrative fee” set forth in the Agency Fee Letter at the times and in the amounts specified therein (the “Administration Fee”). (c) The Borrower agrees to pay, with respect to each Class of Revolving Credit Commitments (i) to each Revolving Credit Lender, through the Administrative Agent, on the fifteenth day following the last day of March, June, September and December of each year (commencing with the first such date to occur after the first full fiscal quarter to elapse after the Closing Date) and on the date on which the Revolving Credit Commitment of such Class of such Lender shall be terminated as provided herein, a fee (each, an “L/C Participation Fee”) calculated on such Lender’s Pro Rata Percentage of the daily aggregate Stated Amounts of all outstanding Letters of Credit during the preceding quarter (or shorter period ending with the date on which all Letters of Credit have been canceled or have expired and all of the Revolving Credit Commitments of such Class shall have been terminated) at a rate per annum equal to the Applicable Percentage for the relevant Revolving Credit Commitment Feeof such Class of such Lender from time to time used to determine the interest rate on Term SOFR Revolving Credit Borrowings for such Lender, and (ii) to each Issuing Bank (A) with respect to each outstanding Letter of Credit a fronting fee that shall accrue at a rate of 0.125% per annum (or such lesser rate as shall be separately agreed upon between the Borrower and such Issuing Bank) on the Stated Amount of such Letter of Credit, payable quarterly in arrears on the fifteenth day following the last day of March, June, September and December of each year (commencing with the first such date to occur after the first full fiscal quarter to elapse after the Closing Date) and upon expiration of the applicable Letter of Credit or any earlier termination of all of the Revolving Credit Commitments of such Class and (B) within 30 days after demand therefor such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by such Issuing Bank or processing of drawings thereunder (the fees in this clause (ii) being collectively the “Issuing Bank Fees”). (d) At the time of the effectiveness of any Repricing Transaction with respect to Initial Term Loans that is consummated prior to the date which is six months after the Closing Date, the Borrower agrees to pay to the Administrative Agent, for the ratable account of each Term Lender that holds Initial Term Loans (including each such Lender that withholds its consent to such Repricing Transaction and is replaced as a Non-Consenting Lender under Section 2.22), a fee in an amount equal to 1.00% of (i) in the case of a Repricing Transaction described in paragraph (a) of the definition thereof, the aggregate principal amount of all Initial Term Loans prepaid (or converted) in connection with such Repricing Transaction and (ii) in the case of a Repricing Transaction described in paragraph (b) of the definition thereof, the aggregate principal amount of all Initial Term Loans outstanding on such date that are subject to an Effective Yield reduction pursuant to such Repricing Transaction. Such fees shall be due and payable upon the date of the effectiveness of such Repricing Transaction. (e) All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated and shall be deemed to be zero. 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 from time to time agrees to pay (i) to each Revolving Facility Lender of each Class (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) on such Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments of such Class shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Facility Borrowings of such Class effective for each day in such period, and (ii) to each Issuing Bank, for its own account (x) the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the 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 1/8 of 1% per annum of the daily 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 Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the “Administration Agent Fee” as set forth in the Administrative Agent Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the “Administrative Agent Fees”). (d) In the event that, on or prior to the date that is six months after the Closing Date, the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan Lenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid or converted and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee shall be paid to such Non-Consenting Lender and not to its assignee). Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faith. (e) All Fees shall be paid on the dates duepaid, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the LendersLenders and the relevant Issuing Bank, except that the Issuing Bank Fees shall be paid directly to the applicable relevant Issuing BanksBank. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower Company agrees to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December in each year and on the date on which the Revolving Facility Commitments Agent for the account of all the Lenders shall be terminated as provided herein, each Revolving Lender a commitment fee (a the “Revolving Commitment Fee”) ), which shall accrue at the Applicable Rate on the daily unused amount of the applicable Available Unused Revolving Commitment of such Lender during the preceding quarter (or other period commencing with from and including the Closing Effective Date or ending with to but excluding the date on which the last such Revolving Commitment terminates. Accrued Revolving Commitment Fees in respect of the Revolving Commitments of such Lender shall be terminated) at a rate equal to the Applicable Commitment Fee. All Commitment Fees shall be computed on the basis of the actual number of days elapsed payable in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the 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 from time to time agrees to pay (i) to each Revolving Facility Lender of each Class (other than any Defaulting Lender), through the Administrative Agent, arrears on the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided hereinterminate, a fee in Dollars (an “L/C Participation Fee”) on such Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments of such Class shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Facility Borrowings of such Class effective for each day in such period, and (ii) to each Issuing Bank, for its own account (x) the last Business Day of March, June, September and December of each year and on the first such date on which to occur after the Revolving Facility Commitments of all the Lenders shall be terminated, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the 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 1/8 of 1% per annum of the daily 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 Fees”)Effective Date. All L/C Participation Revolving Commitment Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of a 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 Term Facility Agent for the account of each Term Lender a ticking fee (the “Term Ticking Fee”), which shall accrue at the Term Ticking Fee Rate on the daily amount of the Term Commitment of such Lender during the period (the “Term Ticking Fee Accrual Period”) that (i) commences on the date that is 60 days after the Signing Date and (ii) ends on the earlier of (A) the Term Funding Date and (B) the date on which the Term Commitment of such Lender terminates or expires. Accrued Term Ticking Fees shall be payable in arrears on the last day of the Term Ticking Fee Accrual Period. All Term Ticking Fees shall be computed on the basis of a year of 360 daysdays and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower Company agrees to pay to the Administrative each Agent, for the account of the Administrative Agentits own account, the “Administration Agent Fee” as set forth fees payable in the Administrative Agent Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, amounts and at the times specified therein (separately agreed upon between the “Administrative Agent Fees”)Company and such Agent. (d) In the event that, on or prior to the date that is six months after the Closing Date, the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan Lenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid or converted and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee shall be paid to such Non-Consenting Lender and not to its assignee). Such amounts shall be due and All fees payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faith. (e) All Fees hereunder shall be paid on the dates due, in immediately available funds, to (i) in the Administrative case of the Revolving Commitment Fees, the Revolving Facility Agent for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly distribution to the applicable Issuing Banks. Once paidRevolving Lenders entitled thereto, none (ii) in the case of the Term Ticking Fees, the Term Facility Agent for distribution to the Term Lenders entitled thereto and (iii) in the case of any fees payable to any Agent for its own account, to such Agent. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay pay: (i) to each Initial USD Revolving Facility Lender (other than any Defaulting Lender), through the Administrative Agent, on the date that is the last Business Day of each March, June, September and December in each year (commencing after the completion of one full fiscal quarter after the Closing Date) and on the date on which the Initial USD Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a commitment fee in Dollars (a the “USD Revolver Commitment Fee”) on the daily amount of the applicable Available Unused Commitment of such Lender in respect of the Initial USD Revolving Facility during the preceding fiscal quarter (or other period commencing with the Closing Date or ending with the date on which the last of the Initial USD Revolving Facility Commitments of such Lender shall be terminated) at a rate equal to the Applicable USD Revolver Commitment FeeFee Rate accrued up to the last Business Day of each March, June, September and December (commencing after the completion of one full fiscal quarter after the Closing Date). All USD Revolver Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose purposes of calculating any Initial USD Revolving Facility Lender’s USD Revolver Commitment Fee, the outstanding Swingline Loans during the period for which such Initial USD Revolving Facility Lender’s USD Commitment Fee is calculated shall be deemed to be zero. The USD Revolver Commitment Fee due to each Initial USD Revolving Facility Lender shall commence to accrue on the Closing Date and shall cease to accrue on the date on which the last of the Initial USD Revolving Facility Commitments of such Lender shall be terminated as provided herein. (ii) to each Initial Thai Baht Revolving Facility Lender (other than any Defaulting Lender), through the Administrative Agent, on the date that is the last Business Day of each March, June, September and December in each year (commencing after the completion of one full fiscal quarter after the Closing Date) and on the date on which the Initial Thai Baht Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a commitment fee in Dollars (the “Thai Baht Revolver Commitment Fee”) on the daily amount of the applicable Available Unused Commitment of such Lender in respect of the Initial Thai Baht Revolving Facility during the preceding fiscal quarter (or other period commencing with the Closing Date or ending with the date on which the last of the Initial Thai Baht Revolving Facility Commitments of such Lender shall be terminated) at a rate equal to the Applicable Thai Baht Revolver Commitment Fee Rate accrued up to the last Business Day of each March, June, September and December (commencing after the completion of one full fiscal quarter after the Closing Date). All Thai Baht Revolver Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. The Thai Baht Revolver Commitment Fee due to each Initial Thai Baht Revolving Facility Lender shall commence to accrue on the Closing Date and shall cease to accrue on the date on which the last of the Initial Thai Baht Revolving Facility Commitments of such Lender shall be terminated as provided herein. (b) The Borrower from time to time agrees to pay (i) to each Revolving Facility Lender of each Class (other than any Defaulting Lender), through the Administrative Agent, on the date that is the last Business Day of each March, June, September and December of each year (commencing after the completion of one full fiscal quarter after the Closing Date) and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fee in Dollars (with respect to the USD Revolving Facility) and Thai Baht or Dollars, as applicable (with respect to the Thai Bhat Revolving Facility) (an “L/C Participation Fee”) on such Lender’s Revolving Facility Percentage of the daily face amount of the aggregate Revolving L/C Exposure (excluding the portion thereof attributable undrawn amount of all Letters of Credit applicable to unreimbursed L/C Disbursements) of such Class, Class outstanding during the preceding fiscal quarter (or shorter period commencing with the Closing Date or ending with the Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments of such Class shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Term SOFR Revolving Facility Borrowings of such Class effective for each day in such periodperiod accrued up to the last Business Day of each March, June, September and December (commencing after the completion of one full fiscal quarter after the Closing Date) and (ii) to each Issuing Bank, for its own account (x) on the date that is the last Business Day of each March, June, September and December of each year (commencing after the completion of one full fiscal quarter after the Closing Date) and on the date on which the USD Revolving Facility Commitments or the Thai Baht Revolving Facility Commitments, as applicable, of all the Lenders shall be terminated, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for and outstanding during the period from and including the date of issuance of such Letter of Credit preceding fiscal quarter to and including the termination of such Letter of Credit, computed at a rate equal to 1/8 of 10.125% per annum of the daily stated face amount of such Letter of Credit), 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 Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the “Administration Agent Fee” administration fee in respect of the Facilities as set forth in the Administrative Agent Fee Letter, as may be amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the “Administrative Agent Fees”). (d) In the event that, on or prior to the date that is six months after the Closing 2025-2 Refinancing Amendment Effective Date, the Borrower shall (x) make (A) a voluntary prepayment of the Initial Term B Loans (which shall include prepayments pursuant to the yank-a-bank provisions in connection with a Repricing Transaction as otherwise described herein) pursuant to Section 2.11(a) or (or Section 2.11(bB) to a mandatory prepayment of the extent such proceeds constitute “Initial Term B Loans with Net Proceeds” Proceeds under clause (b) of the definition thereof) thereof pursuant to Section 2.11(b), in each case with the proceeds of, or convert the Term B Loans into, of any new or replacement tranche of long-term term “B” loans denominated in Dollars secured term loans on a pari passu basis with the Initial Term B Loans and that are broadly syndicated to banks and other institutional investors in a financing similar to the Initial Term B Loans and have an All-in Yield Applicable Margin that is less than the All-in Yield Applicable Margin of such the Initial Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield Applicable Margin of the Initial Term B Loans, in either case of clause (x) or (y), where the primary purpose (as determined in good faith by the Borrower) of such prepayment or amendment is to reduce the Applicable Margin of the Initial Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPOany such transaction, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph“Repricing Transaction”), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Initial Term B Loan Lenders, (A) in the case of clause (x)Lender, a prepayment premium of 1.001% of the aggregate principal amount of the Initial Term B Loans so prepaid or converted and amended; provided that in no event shall any such fee be payable in connection with any voluntary prepayment of the Loans made with a Change of Control, a Qualified IPO, a Material Acquisition, a Material Disposition, a material business combination (B) as determined by the Borrower in the case of clause (ygood faith), a fee equal to 1.00% Transformative Transaction, a dividend in excess of $250,000,000, a dividend recapitalization or any other transaction resulting in an upsizing of the aggregate principal outstanding amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee shall be paid to such Non-Consenting Lender and not to its assignee)hereunder. Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faith. (e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to each Lender (other than any Defaulting Revolving Credit Lender), through the Administrative Agent, on the last Business Day of March, June, September and December in each year and on the each date on which the any Revolving Facility Commitments Credit Commitment of all the Lenders such Lender shall expire or be terminated as provided herein, a commitment fee (a “Revolving Credit Commitment Fee”) equal to the Revolving Credit Commitment Fee Rate per annum on the daily unused amount of the applicable Available Unused Revolving Credit Commitment of such Lender during the preceding quarter (or other period commencing ending with the Closing Revolving Credit Maturity Date or ending with the date on which the last of the Revolving Credit Commitments of such Lender shall expire or be terminated) at a rate equal to the Applicable Commitment Fee). All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose purposes of calculating any Lender’s Revolving Credit Commitment FeeFees, no portion of the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated Revolving Credit Commitments shall be deemed to be zero. 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 utilized as a result of the Commitments of such Lender shall be terminated as provided hereinoutstanding Swingline Loans. (b) The Borrower from time agrees to time pay to the Administrative Agent, for its own account, the administrative fees set forth in the Fee Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”). (c) The Borrower agrees to pay (i) to each Revolving Facility Lender of each Class (other than any Defaulting Credit Lender), through the Administrative Agent, on the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments Credit Commitment of all the Lenders such Lender shall be terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) calculated on such Lender’s Revolving Facility Pro Rata Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Facility Credit Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Facility Credit Commitments of such Class all Lenders shall be have been terminated) at the a rate per annum equal to the Applicable Margin for Eurocurrency Percentage from time to time used to determine the interest rate on Revolving Facility Credit Borrowings comprised of such Class effective for each day in such periodEurodollar Loans pursuant to Section 2.06, and (ii) to each the Issuing Bank, for its own account (x) the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated, a fronting fee in Bank with respect of to each Letter of Credit issued the standard fronting, issuance and drawing fees specified from time to time by such the Issuing Bank for (the 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 1/8 of 1% per annum of the daily 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 Fees”); provided that each such fronting fee charged from time to time shall not exceed 0.25% per annum of the aggregate undrawn face amount of the then outstanding Letters of Credit. All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the “Administration Agent Fee” as set forth in the Administrative Agent Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the “Administrative Agent Fees”). (d) In the event that, on or prior to the date that is six months after the Closing Date, the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan Lenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid or converted and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee shall be paid to such Non-Consenting Lender and not to its assignee). Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faith. (e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the applicable Issuing BanksBank. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to each Lender (other than any Defaulting Revolving Lender), through the Administrative Agent, on the last 15th day (or, on the next Business Day Day, if the 15th day is not a Business Day) of Marchthe calendar month immediately following the end of each fiscal quarter, Junecommencing with the fiscal quarter ending September 30, September and December in each year 2006, and on the date on which the Revolving Facility Commitments Commitment of all the Lenders such Lender shall be terminated as provided herein, a commitment facility fee (a “Commitment Facility Fee”) ), at the rate per annum from time to time in effect in accordance with Section 2.26, on the average daily amount of the applicable Available Unused Revolving Commitment of such Lender Lender, whether used or unused, during the preceding quarter (or other shorter period commencing with the Closing Date Date, or ending with (i) the Maturity Date or (ii) any date on which the last of the Commitments Revolving Commitment of such Lender shall be terminated) at a rate equal to the Applicable Commitment Fee). All Commitment Facility Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Facility Fee due to each Revolving Lender shall commence to accrue on the Closing Date Effective Date, shall be payable in arrears and shall cease to accrue on the date on which the last earlier of the Commitments Maturity Date and the termination of the Commitment of such Lender shall be terminated as provided herein. (b) The Borrower from time to time agrees to pay (i) to each Revolving Facility Lender of each Class (other than any Defaulting Lender), through the Administrative Agent, on the last 15th day (or, on the next Business Day Day, if the 15th day is not a Business Day) of March, June, September and December the calendar month immediately following the end of each year fiscal quarter, commencing with the fiscal quarter ending September 30, 2006, and on the date on which the Revolving Facility Commitments Commitment of all the Lenders such Lender shall be terminated as provided herein, a utilization fee in Dollars (an a “L/C Participation Utilization Fee”) at a rate per annum from time to time in effect in accordance with Section 2.26 for each Excess Utilization Day, which fee shall accrue on the daily amount of the sum of (A) the outstanding aggregate principal amount of all Revolving Credit Loans made by such Lender plus (B) such Lender’s Revolving Facility Percentage of the daily aggregate Revolving then current L/C Exposure plus (excluding C) the portion thereof attributable to unreimbursed L/C Disbursements) outstanding aggregate principal amount of all Competitive Loans made by such Class, during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments of such Class shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Facility Borrowings of such Class effective Lender for each day in such period, and (ii) to each Issuing Bank, for its own account (x) the last Business Excess Utilization Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for during the period from and including the Closing Date to but excluding the date of issuance of on which such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 1/8 of 1% per annum of the daily stated amount of such Letter of Credit), plus (y) in connection with the issuance, amendment Lender no longer has any outstanding Loans 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”)Exposure. All L/C Participation Utilization Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 daysdays and shall be payable in arrears. (c) The Borrower agrees to pay to the Administrative Agent, for Agent the account of fees in the Administrative Agent, amounts and on the “Administration Agent Fee” dates as set forth in any written and executed fee agreements with the Administrative Agent Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the “Administrative Agent Fees”)Agent. (d) In the event that, on or prior to the date that is six months after the Closing Date, the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan Lenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid or converted and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee shall be paid to such Non-Consenting Lender and not to its assignee). Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faith. (e) All Fees fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees fees shall be refundable under any circumstances.

Fees. (a) The Borrower Infinity agrees to pay to the Administrative Agent for the account of each Lender a Commitment Fee for the period from and including the Closing Date to the Revolving Credit Maturity Date (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December in each year and on the or such earlier date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided hereinterminate in accordance herewith), a commitment fee (a “Commitment Fee”) on the daily amount of the applicable Available Unused Commitment of such Lender during the preceding quarter (or other period commencing with the Closing Date or ending with the date on which the last of the Commitments of such Lender shall be terminated) computed at a per annum rate equal to the Applicable Commitment FeeFee Rate on the average daily Commitment Fee Calculation Amount in respect of such Lender during the period for which payment is made. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated days and shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue payable quarterly in arrears on the Closing Date last day of each March, June, September and shall cease to accrue December, on the Revolving Credit Maturity Date or such earlier date on which the last of Commitments shall be terminated, commencing on the Commitments first of such Lender shall be terminated as provided hereindates to occur after the Closing Date. (b) The Borrower from time to time Infinity agrees to pay (i) to each Revolving Facility Lender of each Class (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day day of each March, June, September and December of each year and on the Revolving Credit Maturity Date or the date on which the Revolving Facility Commitments Commitment of all the Lenders such Lender shall be terminated as provided hereinherein and all Letters of Credit issued hereunder shall have expired, a letter of credit fee in Dollars (an “L/C Participation "LC Fee”") computed at a per annum rate equal to the Applicable LC Fee Rate on such Lender’s 's Revolving Facility Credit Percentage of the average daily aggregate Revolving L/C Exposure (excluding undrawn amount of the portion thereof attributable to unreimbursed L/C Disbursements) Financial Letters of such ClassCredit or Non-Financial Letters of Credit, as the case may be, outstanding during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Facility Credit Maturity Date or the date on which the Revolving Facility Commitments Commitment of such Class Lender shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Facility Borrowings of such Class effective for each day in such period, have been terminated and (ii) to each Issuing Bank, for its own account (x) the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated, a fronting fee in respect of each Letter Letters of Credit issued by such Issuing Bank for the 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 1/8 of 1% per annum of the daily 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 Fees”hereunder shall have expired). All L/C Participation LC Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower Infinity agrees to pay to the Administrative Agent, for its own account, the account of the administrative agent's fees ("Administrative Agent, the “Administration Agent Fee” as set forth 's Fees") provided for in the Administrative Agent Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, Letter at the times specified therein (the “Administrative Agent Fees”)provided therein. (d) In the event that, on or prior Infinity agrees to the date that is six months after the Closing Date, the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to each Issuing Lender, through the Administrative Agent, for the ratable account of each of its own account, the applicable Term Loan LendersIssuing Lender Fees , (A) in the case of clause (x)including, without limitation, a prepayment premium of 1.00% of fronting fee at a rate to be determined by Infinity and the aggregate principal amount of the Term B Loans so prepaid or converted and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting relevant Issuing Lender is required to assign its Term B Loans in connection with such amendment, such fee shall be paid to such Non-Consenting Lender and not to its assignee). Such amounts shall be due and payable on the last day of each March, June, September and December to such Issuing Lender for the period from and including the date of issuance of such Letter of Credit to, but not including, the termination date of such prepayment or the effective date Letter of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faithCredit. (e) Infinity agrees to pay to each Lender, through the Administrative Agent, on each Interest Payment Date for ABR Loans, a utilization fee (a "Utilization Fee") at a rate per annum equal to the Applicable Utilization Fee Rate for each Excess Utilization Day during the period covered by such Interest Payment Date on the Facility Exposure of such Lender on such Excess Utilization Day. All Utilization Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days and shall be payable in arrears. (f) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly relevant Lenders or to the applicable Issuing BanksLenders. Once paid, none of the Fees shall be refundable under any circumstancescircumstances (other than corrections of errors in payment).

Fees. (a1) The Borrower agrees agrees, to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, on the last fifth Business Day after the end of Marcheach fiscal quarter of the Borrower, Junecommencing with the first full fiscal quarter of the Borrower ending after the Closing Date, September and December in each year and on the each Maturity Date and any date on which the Revolving Facility Commitments of all the Lenders shall be are terminated as provided herein, a commitment fee (a “Commitment Fee”) on the daily amount of the applicable Available Unused Commitment of such Lender during the preceding fiscal quarter (or other period commencing with the Closing Date, or in the case of the first full fiscal quarter, the period commencing on the Closing Date and ending with the end of the first fiscal quarter, or ending with the date on which the last of the Commitments of such Lender shall will be terminated, as applicable) at a rate equal to the Applicable Commitment FeeFee Percentage (which shall be adjusted quarterly on each Adjustment Date). All Commitment Fees shall will be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall will be deemed to be zero. The Commitment Fee due to each Lender shall will commence to accrue on the Closing Date and shall will cease to accrue on the date on which the last of the Commitments of such Lender shall will be terminated as provided herein. (b2) The Borrower from time to time agrees agrees, to pay to: (ia) to the Administrative Agent for the account of each Revolving Facility Lender of each Class (other than any Defaulting Lender, it being understood that at any time the Issuing Bank has Fronting Exposure to such Defaulting Lender, the L/C Participation Fee with respect to such Fronting Exposure will be payable to the Issuing Bank for its own account), through the Administrative Agent, on the last fifth Business Day of March, June, September and December after the end of each year fiscal quarter of the Borrower in each year, commencing with the first full fiscal quarter of the Borrower ending after the Closing Date, and on the each Maturity Date and any date on which the Revolving Facility Commitments of all the Lenders shall be are terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) on such Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class), during the preceding fiscal quarter (or shorter other period commencing with the Closing Date, or in the case of the first full fiscal quarter, the period commencing on the Closing Date and ending with the end of the first fiscal quarter, or ending with the Revolving Facility applicable Maturity Date or the date on which the Revolving Facility Commitments of such Class shall be are terminated, as applicable) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Facility Borrowings of such Class effective for each day in such period, and ; and (iib) to each Issuing Bank, for its own account (xi) on the last fifth Business Day of March, June, September and December after the end of each year fiscal quarter of the Borrower, commencing with the first full fiscal quarter of the Borrower ending after the Closing Date, and on the each Maturity Date and any date on which the Revolving Facility Commitments of all the Lenders shall be terminatedare terminated as provided herein, a fronting fee in respect of each Letter of Credit issued by by, or the term of which is extended by, such Issuing Bank for the period from and including the date of issuance or extension of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 1/8 of 10.125% per annum of the daily stated amount of such Letter of Credit), Credit plus (yii) 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 issuance fees and customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable in Dollars on a per annum basis shall will be computed on the basis of the actual number of days elapsed in a year of 360 days. (c3) The Borrower agrees agrees, to pay to the Administrative Agent, for the account of the Administrative Agentits own account, the “Administration Agent Fee” as agency fees set forth in the Administrative Agent Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, Letter at the times specified therein or in such other amounts and at such other times as may be separately agreed in writing by the Administrative Agent and the Borrower from time to time (the “Administrative Agent Fees”). (d) In the event that, on or prior to the date that is six months after the Closing Date, the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan Lenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid or converted and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee shall be paid to such Non-Consenting Lender and not to its assignee). Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faith. (e4) All Fees shall will be paid on the dates due, in immediately available funds, to the Administrative Agent at the Payment Office for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall will be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall will be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of Marcheach March 31, JuneJune 30, September 30 and December in each year and 31, on the date on which the Revolving Facility Commitments Commitment of all the Lenders such Lender shall be terminated as provided hereinherein and on the Maturity Date, a commitment facility fee (a “Commitment "Facility Fee”") equal to the Applicable Percentage per annum in effect from time to time on the daily amount of the applicable Available Unused Commitment of such Lender Lender, whether used or unused, in effect from time to time during the preceding quarter (or other shorter period commencing with the Closing Date date hereof or ending with the Maturity Date or any date on which the last of the Commitments Commitment of such Lender shall be terminated) at a rate equal to the Applicable Commitment Fee). All Commitment The Facility Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Facility Fee due to each Lender shall commence to accrue on the Closing Date date hereof and shall cease to accrue on the date on which earlier of (i) the last termination of the Commitments Commitment of such Lender shall be terminated as provided hereinand (ii) the Maturity Date. (b) The Borrower from time shall pay to time the Agent, for its own account, agent and administrative fees (the "Agent and Administrative Fees") at the times and in the amounts agreed upon in the letter agreement dated August 20, 1996, between the Borrower and the Agent. (c) The Borrower agrees to pay (i) to each Revolving Facility Lender of each Class (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments Commitment of all the Lenders such Lender shall be terminated as provided herein, a fee in Dollars (an “"L/C Participation Fee”") calculated on such Lender’s Revolving Facility 's Pro Rata Percentage of the average daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or shorter period commencing with the Closing Date date hereof or ending with the Revolving Facility Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Facility Commitments of such Class all Lenders shall be have been terminated) at the a rate per annum equal to the Applicable Margin for Eurocurrency Revolving Facility Percentage from time to time used to determine the interest rate on Standby Borrowings comprised of such Class effective for each day in such periodEurodollar Standby Loans pursuant to Section 2.08, and (ii) to each the Issuing Bank, for its own account (x) the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated, a fronting fee in Bank with respect of to each Letter of Credit issued by such the standard fronting, issuance and drawing fees, if any, as may be specified in the Issuing Bank for Agreement (the 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 1/8 of 1% per annum of the daily 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 Fees”"). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the “Administration Agent Fee” as set forth in the Administrative Agent Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the “Administrative Agent Fees”). (d) In the event that, on or prior to the date that is six months after the Closing Date, the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan Lenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid or converted and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee shall be paid to such Non-Consenting Lender and not to its assignee). Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faith. (e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, Lenders except that the Issuing Bank Fees shall be paid directly to the applicable Issuing BanksBank. Once paid, none of the Fees shall be refundable under any circumstancescircumstances unless such Fees were paid in error.

Fees. (a) The Revolving Unused Fee. Commencing on the Closing Date and at any time that the Applicable Rate is determined based on the Consolidated Leverage Ratio Based Pricing Grid, the Borrower agrees to pay to each Lender the Administrative Agent for the ratable benefit of the Revolving Lenders an unused fee in Dollars (other than any Defaulting Lenderthe “Revolving Unused Fee”) computed at the Unused Fee Rate on the actual daily amount of the Available Commitments. To the extent applicable, the Revolving Unused Fee shall accrue at all times during the Revolving Commitment Period (and thereafter so long as Revolving Obligations shall remain outstanding), through including periods during which the Administrative Agentconditions in Section 4.02 may not be met, and shall be payable quarterly in arrears on the 10th day following the last Business Day day of each March, June, September and December in each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided hereinDecember, a commitment fee (a “Commitment Fee”) on the daily amount of the applicable Available Unused Commitment of such Lender during the preceding quarter (or other period commencing with the Closing Date or ending with the first such date on which the last of the Commitments of such Lender shall be terminated) at a rate equal to the Applicable Commitment Fee. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the 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 from time to time agrees to pay (i) to each Revolving Facility Lender of each Class (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) on such Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments of such Class shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Facility Borrowings of such Class effective for each day in such period, and (ii) to each Issuing Bank, for its own account (x) the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the 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 1/8 of 1% per annum of the daily 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 Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the “Administration Agent Fee” as set forth in the Administrative Agent Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the “Administrative Agent Fees”). (d) In the event that, on or prior to the date that is six months occur after the Closing Date, and on the Borrower shall Revolving Loan Maturity Date (x) make a prepayment of the Term B Loans and, if applicable, thereafter on demand); provided that pursuant to Section 2.11(a2.14(a)(iii), (i) no Revolving Unused Fee shall accrue on the Revolving Commitment of a Defaulting Lender so long as such Revolving Lender shall be a Defaulting Lender and (or Section 2.11(bii) any Revolving Unused Fee accrued with respect to the extent such proceeds constitute “Net Proceeds” under clause (b) Revolving Commitment of a Defaulting Lender during the definition thereof) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay period prior to the Administrative Agent, for the ratable account of each of the applicable Term Loan Lenders, (A) in the case of clause (x), time such Revolving Lender became a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid or converted and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee shall be paid to such Non-Consenting Defaulting Lender and unpaid at such time shall not to its assignee). Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or so long as such Revolving Lender shall be a Defaulting Lender. The Revolving Unused Fee shall be calculated quarterly in arrears, and if there is any Subsidiary that is (i) not permitted change in the Unused Fee Rate, the actual daily amount shall be computed and multiplied by the terms Unused Fee Rate separately for each day that such Unused Fee Rate was in effect. The Administrative Agent shall distribute the Revolving Unused Fee to the Revolving Lenders pro rata in accordance with the respective Revolving Commitments of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faithRevolving Lenders. (e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower Borrowers agrees to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, on the date that is the last Business Day of March, June, September and December in each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a commitment fee (a “Commitment Fee”) on the average daily amount of the applicable Available Unused Commitment of such Lender during the preceding quarter (or other period commencing with the Closing Date or ending with the date on which the last of the Commitments of such Lender shall be terminated) at a rate equal to the Applicable Commitment Fee. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the 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 Borrowers from time to time agrees agree to pay (i) to each Revolving Facility Lender of each Class (other than any Defaulting Lender), through the Administrative Agent, on the date that is the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) on such Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments of such Class shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Facility Borrowings of such Class effective for each day in such period, and (ii) to each Issuing Bank, for its own account (x) on the date that is three Business Days after the last Business Day day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the 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 1/8 of 1% per annum of the Dollar Equivalent of the daily 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 Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower agrees Borrowers agree to pay to the Administrative Agent, for the account of the Administrative Agent, the “Senior Cash Flow Facilities Administration Agent Fee” as set forth in the Administrative Agent Fee Letter, as may be amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the “Administrative Agent Fees”). (d) In the event that, on or prior to the date that is six twelve months after the Closing Date, the Borrower Borrowers shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) with the proceeds of, or convert the Term B Loans into, of any new or replacement tranche of long-long term secured term loans that are broadly syndicated to banks and other institutional investors in financings similar to the Term Loans and have an All-in Yield that is less than the All-in Yield of such Term B Loans or or, (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, than in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in of Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan LendersFacility Lenders (including any Non-Consenting Lenders that are Term Facility Lenders replaced in connection with any such amendment in accordance with Section 2.19(c)), (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid or converted and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in In Yield has been reduced pursuant to such amendment (it being understood that if any including the aggregate principal amount of Term Loans of Non-Consenting Lender is required to assign its Term B Loans Lenders prepaid in connection with such amendment, such fee shall be paid to such Non-Consenting Lender and not to its assigneetherewith). Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” acquisition is any acquisition by the Borrower Holdings or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower Holdings and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower Representative in good faith. (e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December in each year and on the date on which the Revolving Facility last of the Commitments of all the Lenders such Lender shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to the Applicable Percentage per annum on the daily unused amount of the applicable Available Unused Revolving Credit Commitment of such Lender during the preceding quarter (or other period commencing with the Closing Date date hereof or ending with the date on which the last of the Commitments of such Lender shall expire or be terminated) at a rate equal to the Applicable Commitment Fee). All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the Closing Date date hereof and shall cease to accrue on the date on which the last of the Commitments of such Lender shall expire or be terminated as provided herein. For purposes of calculating Commitment Fees only, no portion of the Revolving Credit Commitments shall be deemed utilized by virtue of any Swingline Loan being outstanding. (b) The Borrower from time agrees to time pay to the Administrative Agent, for its own account, the administrative fees set forth in the Fee Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”). (c) The Borrower agrees to pay (i) to each Revolving Facility Lender of each Class (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments Credit Commitment of all the Lenders such Lender shall be terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) calculated on such Lender’s Revolving Facility Pro Rata Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or shorter period commencing with the Closing Date date hereof or ending with the Revolving Facility Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Facility Credit Commitments of such Class all Lenders shall be have been terminated) at the a rate per annum equal to the Applicable Margin for Eurocurrency Percentage from time to time used to determine the interest rate on Borrowings comprised of Eurodollar Revolving Facility Borrowings of such Class effective for each day in such period, Loans pursuant to Section 2.08 and (ii) to each Issuing Bank, for its own account Bank with respect to each Letter of Credit issued thereby (xA) on the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated, a fronting fee in respect of each Letter Letters of Credit issued by such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credithave been canceled or have expired, computed at a rate fronting fee equal to 1/8 of 1% a percentage per annum of (as shall be agreed upon by the daily 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, Borrower and such Issuing Bank’s customary documentary ) of the average daily aggregate face amount, during the preceding quarter (or shorter period, as provided above), of all outstanding Letters of Credit issued by such Issuing Bank (the “Fronting Fee”) and processing (B) the standard, issuance, drawing and amendment fees and charges specified from time to time by such Issuing Bank (collectivelytogether with the Fronting Fee, the “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fronting Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the “Administration Agent Fee” as set forth in the Administrative Agent Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the “Administrative Agent Fees”). (d) In the event that, on or prior to the date that is six months after the Closing Date, the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan Lenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid or converted and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee shall be paid to such Non-Consenting Lender and not to its assignee). Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faith. (e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances; provided, however, that the foregoing shall in no event constitute a waiver of or otherwise affect any claims the Borrower may have against any other party to this Agreement.

Fees. (a) The Borrower Company agrees to pay to the Administrative Agent for the account of, and pro rata distribution to, each Lender (other than any Defaulting Lender)a commitment fee on the average daily unused portion of the Total Revolving Credit Commitment from the date of this Agreement until the Revolving Credit Commitment Termination Date at a rate per annum equal to the Unused Fee Rate, through the Administrative Agentbased on a year of 360 days, payable in arrears on the last Business Day day of March, June, September September, and December in of each year commencing June 30, 2009, on the Revolving Credit Commitment Termination Date and on the each date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a commitment fee (a “Credit Commitment Fee”) on the daily amount of the applicable Available Unused Commitment of such Lender during the preceding quarter (is permanently reduced in whole or other period commencing with the Closing Date or ending with the date on which the last of the Commitments of such Lender shall be terminated) at a rate equal to the Applicable Commitment Fee. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the 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 hereinpart. (b) The Borrower from time Company shall pay to time agrees to pay (i) to each Revolving Facility Lender of each Class (other than any Defaulting Lender), through the Administrative AgentAgent for the account of, and pro rata distribution to, the Lenders a commission with respect to the Lenders’ participation in Standby Letters of Credit equal to the then applicable Adjusted Libor Rate Margin for Adjusted Libor Loans multiplied by the average daily amount of the Standby LC Exposure during the period from and including the Closing Date but excluding the later of (a) the Revolving Credit Commitment Termination Date and (b) the date on which such Lender ceases to have any Standby LC Exposure. Such commissions with respect to Standby Letters of Credit shall be payable in arrears on the last Business Day of March, June, September and December of each year and year, commencing June 30, 2009; provided that all such fees shall be payable on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) on Total Commitment terminates and any such Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Facility Maturity Date or fees accruing after the date on which the Revolving Facility Commitments of such Class Total Commitment terminates shall be terminated) at the rate per annum equal payable on demand. All commissions with respect to the Applicable Margin for Eurocurrency Revolving Facility Borrowings of such Class effective for each day in such period, and (ii) to each Issuing Bank, for its own account (x) the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated, a fronting fee in respect of each Letter Standby Letters of Credit issued by such Issuing Bank for the 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 1/8 of 1% per annum of the daily 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 Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis 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 in a year of 360 dayselapsed. (c) The Borrower agrees to Company shall pay to the Administrative Agent, Agent for the account of, and pro rata distribution to each Lender, a payment fee equal to [*] of the Administrative Agent, stated amount of each Commercial Letter of Credit upon payment by the “Administration Agent Fee” as set forth in the Administrative Agent Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the “Administrative Agent Fees”)Issuing Lender of such Commercial Letter of Credit. (d) In The Company shall pay Administrative Agent, for its own account, customary administrative, amendment, transfer and other fees as the event that, on or prior to the date that is six months after the Closing Date, the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, in the case of each of clauses (x) and (y), Administrative Agent customarily charges in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence any Letter of this paragraph), the Borrower Credit issued hereunder. (e) The Company shall pay to the Administrative Agent, on the Closing Date, an origination fee of [*], for the ratable account of each of of, and pro rata distribution to, the applicable Term Loan Lenders, (A) in the case of clause (x), . __________________________________ Note: Redacted portions have been marked with [*]. The redacted portions are subject to a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid or converted and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans request for which the All-in Yield confidential treatment that has been reduced pursuant to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee shall be paid to such Non-Consenting Lender and not to its assignee). Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior submitted to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower Securities and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faithExchange Commission. (ef) All Fees In addition, the Company shall be paid on the dates due, in immediately available funds, pay to the Administrative Agent for distributionits own account such fees as are set forth in a separate fee letter, if and as appropriatedated June 24, among 2009, provided by the Lenders, except that Issuing Bank Fees shall be paid directly Administrative Agent to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstancesCompany.

Fees. (a) The Borrower agrees to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of Marchfor its own account, June, September and December in each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a commitment an annual administration fee (a the “Commitment Administrative Agent Fee”) on the daily amount of the applicable Available Unused Commitment of such Lender during the preceding quarter (or other period commencing with the Closing Date or ending with the date on equal to $40,000 per annum, which the last of the Commitments of such Lender Administrative Agent Fee shall be terminated) at a rate equal to the Applicable Commitment Fee. All Commitment Fees shall be computed on the basis of the actual number of days elapsed earned, due and payable in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue full in cash on the Closing Date and shall cease to accrue in advance on each yearly anniversary thereof until the date on which the last of the Commitments of such Lender shall be terminated as provided hereinObligations have been paid in full. (b) The Borrower from time to time agrees to pay (i) to each Revolving Facility Lender of each Class (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) on such Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments of such Class shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Facility Borrowings of such Class effective for each day in such period, and (ii) to each Issuing Bank, for its own account (x) the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the 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 1/8 of 1% per annum of the daily 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 Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative AgentLenders, an upfront fee (the “Administration Agent Upfront Fee” ”) equal to 2.00% of the amount of all of the Term Loan Commitments of the Lenders as set forth of the Closing Date (prior to the termination of such Term Loan Commitments). The Upfront Fee shall be in all respects fully earned, due and payable on the Closing Date. A portion or the full amount of the Upfront Fee due to any Lender may, at the option of such Lender (and with notice to the Administrative Agent Fee Letterand the Borrower), as amended, restated, supplemented or otherwise modified from time be off set against the amount of the Loans to time, at be funded by such Lender on the times specified therein (Closing Date; provided that any such off-set shall not reduce the “Administrative Agent Fees”)principal amount of the Loans outstanding hereunder. (dc) In the event thatIf, on or prior to the date that is six months after the Closing Early Payment Date, any Premium Event occurs, the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other thanshall, in the case of each of clauses (x) and (y)case, in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each benefit of the applicable Term Loan Lenders, (A) in on the case date of clause (x)such Premium Event, a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid or converted and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee Early Payment Fee. The Early Payment Fee shall be paid to such Non-Consenting Lender constitute an Obligation and not to its assignee). Such amounts shall be due and payable by the Borrower immediately prior to and notwithstanding the automatic acceleration of the outstanding principal of the Term Loans and all other accrued liabilities contemplated hereunder and under the other Loan Documents. If a Lender is involuntarily removed or replaced pursuant to Section 2.21(a), then such Lender’s Term Loans shall be deemed prepaid as of such date, and the Borrower shall pay to such Lender its ratable share of the Early Payment Fee on the date of, and as a condition to, such removal or replacement. (d) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, it is understood and agreed that if any Term Loans are accelerated (whether as a result of the occurrence and continuance of any Event of Default, by operation of law or otherwise), any Early Payment Fee, determined as of the date of acceleration, will also be due and payable and will be treated and deemed as though the applicable Term Loans were repaid as of such prepayment date and shall constitute part of the Obligations for all purposes herein. Any Early Payment Fee shall also be payable in the event the Obligations, the Term Loans and this Agreement are satisfied or the effective date released by foreclosure (whether by power of such amendment, as the case may be. For purposes of this Section 2.12(djudicial proceeding), deed in lieu of foreclosure or by any other similar means. The Loan Parties expressly waive the provisions of any present or future statute or law that prohibits or may prohibit the collection of the Early Payment Fee in connection with any such acceleration. The parties hereto further acknowledge and agree that any Early Payment Fee is not intended to act as a “transformative acquisition” is penalty or to punish the Loan Parties for any acquisition by repayment or redemption of the Borrower or any Subsidiary Term Loans. The Loan Parties expressly agree that is (i) not permitted any Early Payment Fee is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (ii) any Early Payment Fee shall be payable notwithstanding the terms then prevailing market rates at the time payment is made, (iii) there has been a course of conduct between the Lenders and the Loan Parties giving specific consideration in this transaction for such agreement to pay any Early Payment Fee, (iv) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this Section, (v) the agreement of the Loan Documents immediately prior Parties to pay any Early Payment Fee is a material inducement to the consummation of such acquisition or Lenders to extend the Term Loans, and (iivi) if permitted by the terms any Early Payment Fee represents a good-faith, reasonable estimate and calculation of the Loan Documents immediately prior lost profits or damages of the Lenders and that it would be impractical and extremely difficult to ascertain the consummation actual amount of damages to any Lender or profits lost by such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion Lender as a result of their combined operations following such consummation, as determined by the Borrower in good faithany Premium Event. (e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December in each year and on the each date on which the Revolving Facility Commitments any Commitment of all the Lenders such Lender shall expire or be terminated as provided herein, a commitment fee (a “"Commitment Fee”") equal to 0.50% per annum on the daily unused amount of the applicable Available Unused Commitment Commitments of such Lender (other than the Swingline Commitment) during the preceding quarter (or other period commencing with the Closing Date date hereof or ending with the Revolving Credit Maturity Date or the date on which the last of the Commitments of such Lender shall expire or be terminated) at ); provided that any commitment fee accrued with respect to any of the Commitments of a rate equal Defaulting Lender during the period prior to the Applicable Commitment Feetime such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided, further that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the Closing Date date hereof and shall cease to accrue on the date on which the last of the Commitments Commitment of such Lender shall expire or be terminated as provided herein. For purposes of calculating Commitment Fees only, no portion of the Revolving Credit Commitments shall be deemed utilized as a result of outstanding Swingline Loans. (b) The Borrower from time agrees to time pay to the Administrative Agent, for its own account, the administration fees set forth in the Fee Letter at the times and in the amounts specified therein (the "Administrative Agent Fees"). (c) The Borrower agrees to pay (i) to each Revolving Facility Lender of each Class (other than any Defaulting Credit Lender), through the Administrative Agent, on the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, Fee Payment Date a fee in Dollars (an “"L/C Participation Fee”") calculated on such Lender’s Revolving Facility 's Pro Rata Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or shorter period commencing with the Closing Date date hereof or ending with the Revolving Facility Credit Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Facility Credit Commitments of such Class all Lenders shall be have been terminated) at the a rate per annum equal to the Applicable Margin for Eurocurrency Percentage from time to time used to determine the interest rate on Revolving Facility Credit Borrowings comprised of such Class effective for each day in such periodEurodollar Loans pursuant to Section 2.6, and (ii) to each the Issuing Bank, for its own account (x) the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminatedaccount, a fronting fee in respect of 0.25% per annum on the undrawn and unexpired amount of each Letter of Credit issued by such Issuing Bank for the 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 1/8 of 1% per annum of payable quarterly in arrears on each Fee Payment Date after the daily stated amount of such Letter of Credit), plus issuance date (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 Fees”"). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the “Administration Agent Fee” as set forth in the Administrative Agent Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the “Administrative Agent Fees”). (d) In the event that, on or prior to the date that is six months after the Closing Date, the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan Lenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid or converted and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee shall be paid to such Non-Consenting Lender and not to its assignee). Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faith. (e) All Fees shall be paid in Dollars on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the applicable Issuing BanksBank. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to Company shall pay to each Lender (other than any Defaulting Lender), through the Administrative AgentAgent for the account of each US$ Lender, on the last Business Day of March, June, September and December US$-Canadian Lender or Multi-Currency Lender commitment fees in each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a commitment fee (a “Commitment Fee”) Dollars on the daily average unused amount of the applicable Available Unused Commitment of such Lender during the preceding quarter (or other period commencing with the Closing Date or ending with the date on which the last of the Commitments of such Lender shall be terminated) at a rate equal to the Applicable Commitment Fee. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s US$ Commitment, US$-Canadian Commitment Fee is calculated or Multi-Currency Commitment, as the case may be, (for which purpose, (i) the aggregate amount of any Letter of Credit Liabilities under the US$ Commitments or the Multi-Currency Commitments shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue a pro rata (based on the Closing US$ Commitments or the Multi-Currency Commitments, as the case may be) use of each Lender’s US$ Commitment or Multi-Currency Commitment, as the case may be, and (ii) the daily average amount of each US$-Canadian Lender’s US$-Canadian Commitment shall be determined after giving effect to the allocation of the Canadian Commitments and the US$-Canadian Commitments pursuant to subsection 2.6 of Annex A hereto) for the period from the Effective Date to and shall cease to accrue on including the earlier of the date on which the last of the Commitments of such Lender shall be terminated as provided herein. (b) The Borrower from time to time agrees to pay (i) to each Revolving Facility Lender of each Class (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all are terminated and the Lenders shall be terminated as provided hereinCommitment Termination Date, at a fee in Dollars (an “L/C Participation Fee”) on such Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments of such Class shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Facility Borrowings of such Class effective for each day Commitment Fee Rate in such period, and (ii) to each Issuing Bank, for its own account (x) the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the 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 1/8 of 1% per annum of the daily 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 Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the “Administration Agent Fee” as set forth in the Administrative Agent Fee Letter, as amended, restated, supplemented or otherwise modified effect from time to time, at . Accrued commitment fees under this Section 2.03 shall be payable on the times specified therein (Quarterly Dates and on the “Administrative Agent Fees”). (d) In the event that, on or prior to earlier of the date that is six months after the Closing Revolving Commitments are terminated and the Commitment Termination Date. The Company shall pay to JPMorgan Chase Bank on the Effective Date syndication, the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, agency and additional commitment fees in the case of each of clauses (x) and (y), amounts heretofore mutually agreed in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower writing. The Company shall pay to the Administrative AgentAgent on the Effective Date and on each anniversary thereof, for the ratable account of each so long as any of the applicable Term Loan LendersCommitments are in effect and until payment in full of all Loans hereunder, (A) all interest thereon and all other amounts payable hereunder, an annual agency fee in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid or converted and (B) heretofore mutually agreed in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee shall be paid to such Non-Consenting Lender and not to its assignee). Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faithwriting. (e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees Parties agree, jointly and severally, to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, on the last fifth Business Day of MarchJanuary, JuneApril, September July and December October in each year year, and on the earlier of the Maturity Date and the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a commitment fee (a “Commitment Fee”) on the daily amount of the applicable Available Unused Commitment of such Lender during the preceding quarter three calendar month period (or other period commencing with the Closing First Restatement Effective Date or ending with the date on which the last of the Commitments of such Lender shall be terminated) at a rate equal to the Applicable Commitment Fee. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the Closing First Restatement Effective 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 Parties from time to time agrees agree, jointly and severally, to pay (i) to each Revolving Facility Lender of each Class (other than any Defaulting Lender), it being understood that at any time the Issuing Bank has Fronting Exposure to such Defaulting Lender, the L/C Participation Fee with respect to such Fronting Exposure shall be payable to each applicable Issuing Bank for its own account) through the Administrative Agent, on the last fifth Business Day of MarchJanuary, JuneApril, September July and December October of each year and on the earlier of the Maturity Date and the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) on such Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class), during the preceding quarter (or shorter period commencing with the Closing First Restatement Effective Date or ending with the Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments of such Class shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Facility Borrowings of such Class effective for each day in such period, period and (ii) to each Issuing Bank, for its own account (xA) on the last fifth Business Day of MarchJanuary, JuneApril, September July and December October of each year and on the earlier of the Maturity Date and the date on which the Revolving Facility Commitments of all the Lenders shall be terminatedterminated as provided herein, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the 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 1/8 of 10.125% per annum of the daily stated amount of such Letter of Credit), ) plus (yB) 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 issuance fees and customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable in Dollars on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower agrees Parties, jointly and severally, agree to pay to the Administrative Agent, for the account of the Administrative Agentits own account, the “Administration Agent Fee” as agency fees set forth in the Administrative Agent Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, Letter at the times specified therein or in such other amounts and at such other times as may be separately agreed in writing by the Administrative Agent and the Borrower from time to time (the “Administrative Agent Fees”). (d) In the event that, on or prior to the date that is six months after the Closing Date, the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan Lenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid or converted and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee shall be paid to such Non-Consenting Lender and not to its assignee). Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faith. (e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent at the Payment Office 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 the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December in each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a commitment fee (a “Commitment Fee”) to each Revolving Lender (other than a Defaulting Lender), for which payment will be made in arrears through the Administrative Agent on the daily amount last Business Day of each March, June, September and December beginning on the applicable Available Unused last Business Day of March 2007, and on the Commitment of such Fee Termination Date (as defined below). The Commitment Fee due to each Revolving Lender during the preceding quarter (or other than Defaulting Lenders) shall commence to accrue for a period commencing with on the Closing Date or ending with (or, in the case of a Revolving Lender which becomes a Revolving Lender after the Closing Date, the date on which such Revolving Lender becomes a Revolving Lender hereunder pursuant to Section 9.04(b)) and shall cease to accrue on the date (the “Commitment Fee Termination Date”) that is the earlier of (i) the date on which the last of the Commitments Revolving Credit Commitment of such Revolving Lender shall be terminatedterminated as provided herein and (ii) at the first date after the end of the Revolving Credit Commitment Period. The Commitment Fee accrued to each Revolving Lender (other than Defaulting Lenders) shall equal the Commitment Fee Percentage multiplied by such Revolving Lender’s Commitment Fee Average Daily Amount (as defined below) for the applicable quarter (or shorter period commencing on the Closing Date (or, in the case of a rate Revolving Lender which becomes a Revolving Lender after the Closing Date, the date on which such Revolving Lender becomes a Revolving Lender hereunder pursuant to Section 9.04(b)) and ending with such Lender’s Commitment Fee Termination Date). A Revolving Lender’s “Commitment Fee Average Daily Amount” with respect to a calculation period shall equal to the Applicable average daily amount during such period calculated using the daily amount of such Revolving Lender’s Revolving Credit Commitment Feeless such Revolving Lender’s Revolving Credit Exposure (excluding clause (c) of the definition thereof for purposes of determining the Commitment Fee Average Daily Amount only) for any applicable days during the Revolving Credit Commitment Period. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the 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 from time to time agrees to pay (i) to each Revolving Facility Lender of each Class (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) on such Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments of such Class shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Facility Borrowings of such Class effective for each day in such period, and (ii) to each Issuing Bank, for its own account (x) the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the 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 1/8 of 1% per annum of the daily 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 Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the “Administration Agent Fee” as set forth in the Administrative Agent Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the “Administrative Agent Fees”). (d) In the event that, on or prior to the date that is six months after the Closing Date, the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan Lenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid or converted and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee shall be paid to such Non-Consenting Lender and not to its assignee). Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faith. (e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees Plaintiffs and Plaintiffs’ Co-Lead Counsel intend to pay to each Lender (other than any Defaulting Lender), through petition the Administrative Agent, on the last Business Day Delaware Court for an award of March, June, September fees and December in each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a commitment fee (a “Commitment Fee”) on the daily amount of the applicable Available Unused Commitment of such Lender during the preceding quarter (or other period commencing with the Closing Date or ending with the date on which the last of the Commitments of such Lender shall be terminated) at a rate equal to the Applicable Commitment Fee. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the 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 from time to time agrees to pay (i) to each Revolving Facility Lender of each Class (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) on such Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments of such Class shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Facility Borrowings of such Class effective for each day in such period, and (ii) to each Issuing Bank, for its own account (x) the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the 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 1/8 of 1% per annum of the daily stated amount of such Letter of Credit), plus (y) expenses 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 Consolidated Delaware Action (collectively, the “Issuing Bank FeesFee Application”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis Defendants reserve all rights with respect to the Fee Application. The Fee Application shall be computed on Plaintiffs’ and/or Plaintiffs’ Co-Lead Counsel’s sole application for an award of fees or expenses in connection with any litigation concerning the basis Proposed Transaction. Final resolution by the Delaware Court of the actual number of days elapsed in Fee Application shall not be a year of 360 days. (c) The Borrower agrees to pay precondition to the Administrative Agent, for the account dismissal of the Administrative AgentConsolidated Delaware Action in accordance with the Settlement Agreement, and the “Administration Agent Fee” as set forth Settlement Agreement shall provide that the Fee Application may be considered separately from the proposed Settlement. The Parties acknowledge and agree that ICG or its successor(s) in interest shall cause to be paid on behalf of the Administrative Agent Fee LetterICG directors and ICG, as amendedany fees and expenses awarded by the Delaware Court to Plaintiffs’ Co-Lead Counsel. Subject to the terms and conditions of this MOU, restatedand the terms and conditions of the Settlement contemplated hereby, supplemented ICG or its successor(s) in interest shall, within ten (10) business days after the date of any order awarding attorneys’ fees and/or expenses to Plaintiffs’ Co-Lead Counsel becomes final and no longer subject to further appeal or review, whether by affirmance on or exhaustion of any possible appeal or review, writ of certiorari, lapse of time or otherwise modified from time to time, at the times specified therein (the “Administrative Agent FeesFee Payment Date”). (d) In , pay or cause to be paid the event that, on or prior to the date that is six months after the Closing Date, the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield amount of such Term B Loans or (y) effect award to Faruqi & Faruqi for distribution to and among Plaintiffs’ Co-Lead Counsel. Notwithstanding any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence provision of this paragraph)MOU, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan Lenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid no fees or converted and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee shall be paid to such Non-Consenting Lender and not to its assignee). Such amounts expenses shall be due or payable to Plaintiffs’ Co-Lead Counsel in the absence of consummation of the Proposed Transaction, Final Approval of a final order and payable judgment entered by the Delaware Court which contains a release of the Released Claims, and dismissal with prejudice of the claims asserted against the Defendants in the Consolidated Delaware Action. Any such payment shall be made subject to Plaintiffs’ Co-Lead Counsel’s joint and several obligations to make refunds or repayment to ICG (or any successor entity) if any specified condition to the Settlement is not satisfied or, as a result of any appeal and/or further proceedings on the date of such prepayment remand, or successful collateral attack, any dismissal order is reversed or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” fee or costs award is any acquisition by the Borrower reduced or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faithreversed. (e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to each Revolving Facility Lender (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day first day of Marcheach calendar month, June, September and December in each year and on the date on which the Revolving Facility Commitments of all the Revolving Facility Lenders shall be terminated as provided herein, a commitment fee (a the “Commitment Fee”) on the daily amount of the applicable Available Unused Commitment of such Revolving Facility Lender during the preceding quarter 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 a 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. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the 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 from time to time agrees to pay (i) to each Revolving Facility Lender of each Class (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December first day of each year month, and on the date on which the Revolving Facility Commitments of all the Revolving Facility Lenders shall be terminated as provided herein, a fee in Dollars (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) of such Class), during the preceding quarter month (or shorter other period commencing with the Closing Date or ending with the Revolving Facility Maturity Date or the date on which the Revolving Facility last of the Commitments of such Class Revolving Facility Lender shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Facility Borrowings of such Class effective for each day in such period, and (ii) to each Issuing Bank, for its own account (x) on the last Business Day of March, June, September and December first day of each year month, and on the date on which the Revolving Facility Commitments of all the Revolving Facility Lenders shall be terminatedterminated as provided herein, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the 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 1/8 of 10.125% 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 Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower agrees to pay the agency fees to the Administrative Agent, for the its own account of the Administrative Agent, (the “Administration Administrative Agent Fee” as Fees”), in each case set forth in the Administrative Agent Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the “Administrative Agent Fees”)therein. (d) In The Borrower agrees to pay to each Revolving Facility Lender, through the event thatAdministrative Agent, on or prior to the date that is six months after the Closing Date, an upfront fee (the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan Lenders, (AUpfront Fee”) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid or converted and (B) specified in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee shall be paid to such Non-Consenting Lender and not to its assignee). Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faithFee Letter. (e) The Borrower agrees to pay the other fees set forth in the Fee Letter, in the amounts and at the times specified therein. (f) All Fees shall be paid on the dates due, in immediately available fundsfunds in Dollars, to the 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 the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, on the date that is 10 Business Days after the last Business Day day of March, June, September and December in each year (commencing March 2025), and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a commitment fee (a “Commitment Fee”) on the daily amount of the applicable Available Unused Commitment of such Lender during the preceding quarter (or other period commencing with the Closing Restatement Effective Date or ending with the date on which the last of the Commitments of such Lender shall be terminated) at a rate equal to the Applicable Commitment Fee. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the Closing Restatement Effective 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 from time to time agrees to pay (i) to each Revolving Facility Lender of each Class (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December of each year and on the Revolving Facility Maturity Date (or such other date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein), a fee in Dollars (an “L/C Participation Fee”) on such Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or shorter period commencing with the Closing Restatement Effective Date or ending with the applicable Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments of such Class shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Term Benchmark Revolving Facility Borrowings of such Class Loans effective for each day in such period, period and (ii) to each Issuing Bank, for its own account (x) on the last Business Day of March, June, September and December of each year and on the Revolving Facility Maturity Date (or such other date on which the Revolving Facility Commitments of all the Lenders shall be terminated), a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the 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 1/8 of 10.125% 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 Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower agrees to pay to the Administrative Agent, for the account accounts of the Administrative Agent and the Collateral Agent, the “Administration Agent Fee” as agency fees set forth in any fee letters entered into between the Administrative Agent Fee Letter, Agents and the Borrower relating to such fees as such letters may be amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the fees payable to the Administrative Agent being the “Administrative Agent Fees,” and the fees payable to the Collateral Agent being the “Collateral Agent Fees”) (it being understood that this Agreement shall constitute the “Credit Agreement” for purposes of the Amended and Restated Administrative Agent Fee Letter dated as of Restatement Effective Date, by and between the Borrower and the Administrative Agent, notwithstanding the occurrence of the transactions occurring on the Restatement Effective Date). (d) In the event that, on or prior to the date that is six months after the Closing Date, the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan Lenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid or converted and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee shall be paid to such Non-Consenting Lender and not to its assignee). Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faith[Reserved]. (e) [Reserved]. (f) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to each Lender Commencing with the first such day after the Closing Date (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December in each year and on the or such later date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, such Revolver Lender becomes a commitment fee (a “Commitment Fee”) on the daily amount of the applicable Available Unused Commitment of such Lender during the preceding quarter (or other period commencing with the Closing Date or ending with the date on which the last of the Commitments of such Lender shall be terminated) at a rate equal to the Applicable Commitment Fee. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Revolver Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the 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 from time to time agrees to pay (i) to each Revolving Facility Lender of each Class (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) on such Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments of such Class shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Facility Borrowings of such Class effective for each day in such period, and (ii) to each Issuing Bank, for its own account (x) the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the 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 1/8 of 1% per annum of the daily 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 Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the “Administration Agent Fee” as set forth in the Administrative Agent Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the “Administrative Agent Fees”). (d) In the event that, on or prior to the date that is six months after the Closing Date, the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each Revolver Lender, on the last day of each calendar quarter of each year prior to the Termination Date, and then on the Termination Date (or other date on which the Revolver Commitments shall terminate) with respect to such Revolver Lender, the sum of the “Unused Revolver Commitment Fees” for each day during the applicable Term Loan Lenders, (A) in period. The Unused Revolver Commitment Fee shall be computed with respect to each day during the case applicable period by multiplying the unused portion of clause the Revolver Commitments on such day by: (x)) 1.00%, a prepayment premium if the used portion of 1.00the Revolver Commitments (after giving effect to borrowings, repayments and commitment reductions on such day) is less than or equal to 25% of the aggregate principal amount of such Revolver Commitments; and (y) 0.375%, if the used portion of the Term B Loans so prepaid or converted Revolver Commitments (after giving effect to borrowings, repayments and (Bcommitment reductions on such day) in the case of clause (y), a fee equal to 1.00is more than 25% of the aggregate principal amount of such Revolver Commitments. (b) Commencing with the first such day after the Closing Date (or such later date on which such Multicurrency Lender becomes a Multicurrency Lender), the Borrower shall pay to the Administrative Agent, for the account of each Multicurrency Lender, on the last day of each calendar quarter of each year prior to the Termination Date, and then on the Termination Date (or other date on which the Multicurrency Commitment shall terminate) with respect to such Multicurrency Lender, the sum of the “Unused Multicurrency Commitment Fees” for each day during the applicable Term B Loans period. The Unused Multicurrency Commitment Fee shall be computed with respect to each day during the applicable period by multiplying the unused portion of the Multicurrency Commitments on such day by: (x) 1.00%, if the used portion of the Multicurrency Commitments (after giving effect to borrowings, repayments and commitment reductions on such day) is less than or equal to 25% of the aggregate of such Multicurrency Commitments; and (y) 0.375%, if the used portion of the Multicurrency Commitments (after giving effect to borrowings, repayments and commitment reductions on such day) is more than 25% of the aggregate of such Multicurrency Commitments. (c) Unused commitment fees shall be determined quarterly in arrears and shall be payable on each Quarterly Payment Date and on the Termination Date; provided that should any Class or Classes of the Commitments be terminated at any time prior to the Termination Date for which any reason, the All-in Yield has been reduced pursuant entire accrued and unpaid fee applicable to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee Class or Classes of Commitments shall be calculated and paid to such Non-Consenting Lender and not to its assignee). Such amounts shall be due and payable on the date of such prepayment or termination. Any such unused commitment fee for the effective date first quarter following the Closing Date shall be prorated according to the number of days this Agreement was in effect during such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the quarter. (d) The Borrower or any Subsidiary that is shall pay (i) not permitted by to the terms Administrative Agent, for the account and sole benefit of the Loan Documents immediately prior to Administrative Agent, such fees and other amounts at such times as set forth in the consummation of such acquisition or Joint Lead Arranger’s Letter Agreement, (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisitionBB&T Capital Markets, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion account of their combined operations following and sole benefit of BB&T Capital Markets, such consummationfees and other amounts as set forth in the Joint Lead Arranger’s Letter Agreement, (iii) to ING Capital LLC, for the account of and sole benefit of ING Capital LLC, such fees and other amounts as determined by set forth in the Borrower Joint Lead Arranger’s Letter Agreement and (iv) such fees and other amounts at such times as set forth in good faith. (e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances’ Letter Agreement.

Fees. (a) The Borrower agrees to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December in each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a commitment fee (a “Commitment Fee”) on the daily amount of the applicable Available Unused Commitment of such Lender during the preceding quarter (or other period commencing with the Closing Date or ending with the date on which the last of the Commitments of such Lender shall be terminated) at a rate equal to the Applicable Commitment Fee. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the 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 from time to time agrees to pay (i) to each Revolving Facility Lender of each Class (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) on such Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments of such Class shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Facility Borrowings of such Class effective for each day in such period, and (ii) to each Issuing Bank, for its own account (x) the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the 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 1/8 of 1% per annum of the daily 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 Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the “Senior Facilities Administration Agent Fee” as set forth in the Administrative Agent Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the “Administrative Agent Fees”). (d) In the event that, on or prior to the date that is six months after the Closing Date, the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan Lenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid or converted and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee shall be paid to such Non-Consenting Lender and not to its assignee). Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faith. (e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to each Revolving Credit Lender (other than any which is not a Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December in each year and on the each date on which the any Revolving Facility Commitments Credit Commitment of all the Lenders such Lender shall expire or be terminated as provided herein, a commitment fee (a the “Commitment Fee”) equal to the Commitment Percentage Fee, per annum, on the average daily unused amount of the applicable Available Unused Revolving Credit Commitment of such Lender during the preceding quarter (or other period commencing with the Closing Date date hereof or ending with the Revolving Credit Maturity Date or the date on which the last of the Revolving Credit Commitments of such Lender shall expire or be terminated) at a rate equal to the Applicable Commitment Fee). All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the 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 from time agrees to time pay to the Administrative Agent, for its own account, the administrative fees at the times and in the amounts separately agreed upon between the Borrower and the Administrative Agent (the “Administrative Agent Fees”). (c) The Borrower agrees to pay (i) to each Revolving Facility Credit Lender of each Class (other than any which is not a Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments Credit Commitment of all the Lenders such Lender shall be terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) calculated on such Lender’s Revolving Facility Pro Rata Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or shorter period commencing with the Closing Date date hereof or ending with the Revolving Facility Credit Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Facility Credit Commitments of such Class all Lenders shall be have been terminated) at the a rate per annum equal to the Applicable Margin for Eurocurrency from time to time used to determine the interest rate on Revolving Facility Credit Borrowings comprised of such Class effective for each day in such periodEurodollar Loans pursuant to Section 2.06, and (ii) to each the applicable Issuing Bank, for its own account (x) the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated, a fronting fee in Bank with respect of to each Letter of Credit issued by such Issuing Bank, a fronting fee in the amount agreed with such Issuing Bank for the 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 1/8 of 1(but in no event more than 0.125% per annum annum) of the daily 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 Exposure (collectively, the “Issuing Bank Fees”)) and (iii) customary issuance and administration fees. All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the “Administration Agent Fee” as set forth in the Administrative Agent Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the “Administrative Agent Fees”). (d) In the event that, on or prior to the date that is six months after the Closing Date, the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan Lenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid or converted and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee shall be paid to such Non-Consenting Lender and not to its assignee). Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faith[Intentionally Omitted]. (e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the applicable Issuing BanksBank. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Initial Borrower agrees to pay to each Lender (other than any Defaulting Lender), through the Administrative AgentAgent for the account of each Lender, on the last Business Day of March, June, September each fiscal quarter (commencing on the last Business Day of the first full fiscal quarter after the date that is the earlier of (i) 90 days after the Signing Date and December in each year (ii) the Spinoff Date) and on the date on which the Initial Term A Loan Commitments and Revolving Facility Commitments Commitments, as applicable, of all the Lenders shall be terminated as provided herein, a commitment fee (a “Commitment Fee”) in Dollars on the daily amount of the applicable Available Unused Commitment of such Lender during the preceding quarter (or other period commencing with the Closing date that is the earlier of (i) 90 days after the Signing Date and (ii) the Spinoff Date or ending with the date on which the last of the Commitments of such Lender shall be terminated) at a rate equal to the Applicable Commitment Fee. All Commitment Fees shall be computed on the basis of the actual number of days elapsed (including the first day but excluding the last) in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the Closing date that is the earlier of (i) 90 days after the Signing Date and (ii) the Spinoff Date and, in each case, 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 Initial Borrower agrees to pay from time to time agrees to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender of each Class (other than any Defaulting Lender), through the Administrative AgentClass, on the last Business Day of March, June, September and December each fiscal quarter (commencing on the last Business Day of each year the first full fiscal quarter after the Closing Date) and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) on such Lender’s Revolving Facility Percentage of the daily aggregate average Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or shorter other period commencing with the Closing Date or ending with the Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments of such Class shall be terminated; provided, that any such fees accruing after the date on which such Revolving Facility Commitments terminate shall be payable on demand) at the rate per annum equal to (a) with respect to the Trade Letters of Credit, the Applicable Margin for Eurocurrency Revolving Facility Borrowings of such Class effective for each day in such period multiplied by 2/3 and (b) with respect to the Standby Letters of Credit, the Applicable Margin for Eurocurrency Revolving Facility Borrowings of such Class effective for each day in such period, and (ii) to each Issuing Bank, for its own account (x) on the last Business Day of March, June, September and December each fiscal quarter (commencing on the last Business Day of each year the first full fiscal quarter after the Closing Date) and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated, a fronting fee in Dollars in respect of each Letter of Credit issued by such Issuing Bank for the 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 1/8 of 10.125% per annum (or such lesser rate as any such Issuing Bank may agree with the Borrower Representative) of the daily stated amount of such Letter of Credit), plus (y) in connection with the issuance, amendment 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 a per annum basis shall be computed on the basis of the actual number of days elapsed (including the first day but excluding the last) in a year of 360 days. (c) The Initial Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the “Administration Agent Fee” as set forth in the Administrative Agent Fee Letter, as amended, restated, supplemented or otherwise modified from time to timein the amounts and, at the times specified therein (the “Administrative Agent Fees”). (d) In the event that, on or prior to the date that is six months after the Closing Date, the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan Lenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid or converted and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee shall be paid to such Non-Consenting Lender and not to its assignee). Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faith. (e) All Fees shall be paid on the dates due, in Dollars and immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay a commitment fee (a “Commitment Fee”) to each Lender (other than any Defaulting Revolving Lender), for which payment will be made in arrears through the Administrative Agent, Agent on the last Business Day of March, June, September and December in each year December, commencing on the first such date to occur after the Closing Date. The Commitment Fee shall accrue commencing on the Closing Date and shall cease to accrue on the date on which that the Revolving Facility Credit Commitments of all the Lenders shall be terminated as provided herein, a commitment fee . The Commitment Fee accrued to each Revolving Lender shall equal the Commitment Fee Percentage multiplied by such Lender’s Commitment Fee Average Daily Amount (a as defined below) for the applicable period. A Revolving Lender’s “Commitment Fee”) on Fee Average Daily Amount” with respect to a calculation period shall equal the average daily amount during such period calculated using the daily amount of such Revolving Lender’s Revolving Credit Commitment less such Revolving Lender’s Revolving Credit Exposure (excluding clause (c) of the definition thereof for purposes of determining the Commitment Fee Average Daily Amount only) for any applicable Available Unused days during such Revolving Lender’s Revolving Credit Commitment Period. The Commitment Fee shall also be payable on each date of termination or reduction of the Revolving Credit Commitments on the amount of the Revolving Credit Commitments so terminated or reduced accrued to the date of such Lender during the preceding quarter (termination or other period commencing with the Closing Date or ending with the date on which the last of the Commitments of such Lender shall be terminated) at a rate equal to the Applicable Commitment Feereduction. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the 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 from time to time agrees to pay (i) to each Revolving Facility Lender of each Class (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) on such Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments of such Class shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Facility Borrowings of such Class effective for each day in such period, and (ii) to each Issuing Bank, for its own account (x) the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the 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 1/8 of 1% per annum of the daily 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 Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the “Administration Agent Fee” as set forth in the Administrative Agent Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the “Administrative Agent Fees”). (d) In the event that, on or prior to the date that is six months after the Closing Date, the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan Lenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid or converted and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee shall be paid to such Non-Consenting Lender and not to its assignee). Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faith. (e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Lead Borrower agrees to pay pay, or cause to be paid, to each Lender (other than any Defaulting Lender), through the Administrative Agent, on no later than five (5) Business Days following the last Business Day calendar day of each March, June, September and December in each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided hereinherein and thereafter on demand, a commitment fee (a “Commitment Fee”) on the daily amount of the applicable Available Unused Commitment of such Lender during the preceding quarter (or other period commencing with the Closing Date or ending with the date on which the last of the Commitments of such Lender shall be terminated) at a rate equal to the Applicable Commitment FeeFee Rate multiplied by the average amount by which the Commitments (other than Commitments of a Defaulting Lenders) exceed the average daily balance of outstanding Loans during the Availability Period, including the stated amount of outstanding Letters of Credit during any fiscal quarter. All Commitment Fees shall be payable in Dollars and shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the 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 Lead Borrower from time to time agrees to pay (i) to each Revolving Facility Lender of each Class (other than any Defaulting Lender), through the Administrative Agent, on no later than five (5) Business Days following the last Business Day calendar day of each March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) on such Lender’s Revolving Facility Pro Rata Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class), during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Facility Final Maturity Date or the date on which the Revolving Facility Commitments of such Class shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Facility Borrowings of such Class effective for each day in such period, it being agreed that, notwithstanding anything to the contrary in Section 1.03, in calculating the Dollar Equivalent amount of Alternate Currency Letters of Credit, the Administrative Agent may elect to employ the Spot Rate determined on the date such L/C Participation Fees are determined retroactively to each day for which such L/C Participation Fee is calculated and (ii) to each Issuing Bank, for its own account (x) no later than five (5) Business Days following the last Business Day calendar day of each March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminatedterminated as provided herein, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, Credit (computed at a rate equal to 1/8 of 10.125% per annum of the daily 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 Fees”). All L/C Participation Fees and Issuing Bank Fees that are shall be payable on a per annum basis in Dollars and shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Lead Borrower agrees shall pay (or cause to pay be paid) in cash to the Administrative Agent, for the account of the Administrative Agentits own account, the “Administration Agent Fee” as fees set forth in the Administrative Agent Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the “Administrative Agent Fees”). (d) In All Fees with respect to which a payment date is not otherwise specified herein shall be payable quarterly in arrears no later than five (5) Business Days following the event that, on or prior to the date that is six months after the Closing Date, the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, in the case last calendar day of each of clauses (x) March, June, September and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan Lenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid or converted and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee shall be paid to such Non-Consenting Lender and not to its assignee). Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faith. (e) All Fees shall be paid on the dates dueDecember, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances. (e) It is understood and agreed that the payment by the Lead Borrower of the fees required by this Section 2.10 (on behalf of itself and/or any other Borrower) is permitted under the Credit Agreement without requiring use of any carve-out from any provision of Article 6.

Fees. (a) The Borrower agrees to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December in each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a commitment fee (a “Commitment Fee”) to each Revolving Lender, for which payment will be made in arrears through the Administrative Agent on the daily amount last day of March, June, September and December beginning after the applicable Available Unused Effective Date, and on the Commitment of such Fee Termination Date (as defined below). The Commitment Fee due to each Revolving Lender during the preceding quarter (or other shall commence to accrue for a period commencing with on the Closing Effective Date or ending with and shall cease to accrue on the date (the “Commitment Fee Termination Date”) that is the earlier of (i) the date on which the last of the Commitments Revolving Credit Commitment of such Revolving Lender shall be terminatedterminated as provided herein and (ii) at the first date after the end of the Revolving Credit Commitment Period. The Commitment Fee accrued to each Revolving Lender shall equal the Commitment Fee Percentage multiplied by such Lender’s Commitment Fee Average Daily Amount (as defined below) for the applicable quarter (or shorter period commencing on the date of this Agreement and ending with such Lender’s Commitment Fee Termination Date). A Revolving Lender’s “Commitment Fee Average Daily Amount” with respect to a rate calculation period shall equal to the Applicable average daily amount during such period calculated using the daily amount of such Revolving Lender’s Revolving Credit Commitment Feeless such Revolving Lender’s Revolving Credit Exposure (excluding clause (c) of the definition thereof for purposes of determining the Commitment Fee Average Daily Amount only) for any applicable days during such Revolving Lender’s Revolving Credit Commitment Period. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the 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 from time to time agrees to pay (i) to each Revolving Facility Lender of each Class (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) on such Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments of such Class shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Facility Borrowings of such Class effective for each day in such period, and (ii) to each Issuing Bank, for its own account (x) the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the 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 1/8 of 1% per annum of the daily 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 Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the “Administration Agent Fee” as set forth in the Administrative Agent Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the “Administrative Agent Fees”). (d) In the event that, on or prior to the date that is six months after the Closing Date, the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan Lenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid or converted and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee shall be paid to such Non-Consenting Lender and not to its assignee). Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faith. (e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December in each year year, commencing on June 30, 2007, and on the each date on which the Revolving Facility Commitments any Commitment of all the Lenders such Lender shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to: (i) with respect to the Backstop LC Lenders, the Commitment Fee Rate on the average daily unused amount of the applicable Available Unused Backstop LC Commitment of such Lender during the preceding quarter (or other period commencing with the Closing Date date hereof or ending with the Backstop LC Maturity Date or the date on which the last of the Commitments Backstop LC Commitment of such Lender shall expire or be terminated); (ii) at a rate equal with respect to the Applicable Revolving Credit Lenders, the Commitment FeeFee Rate on the average daily unused amount of the Revolving Credit Commitment of such Lender during the preceding quarter (or other period commencing with the date hereof or ending with the Revolving Credit Maturity Date or the date on which the Revolving Credit Commitment of such Lender shall expire or be terminated); and (iii) with respect to the Term Lenders, the Commitment Fee Rate on the average daily unused amount of the Available Construction Loan Commitment of such Lender during the preceding quarter (or other period commencing with the date hereof or ending with the Construction Loan Maturity Date or the date on which the Construction Loan Commitment of such Lender shall expire or be terminated). All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the Closing Date date hereof and shall cease to accrue on the date on which the last of Backstop LC Commitment, Revolving Credit Commitment or the Commitments Construction Loan Commitment, as applicable, of such Lender shall expire or be terminated as provided herein. (b) The Borrower agrees to pay to the Administrative Agent, for its own account, an administrative agency fee in the amount of $75,000 per annum through the Term Period Conversion Date and $50,000 per annum from the Term Period Conversion Date (as adjusted, the “Administrative Agent Fee”), which Administrative Agent Fee shall be adjusted upward by 10% cumulatively on each fifth (5th), tenth (10th), fifteenth (15th), twentieth (20th) and twenty-fifth (25th) anniversary of the Term Period Commencement Period (and every five years thereafter until the Loans have been repaid in full and the Commitments have been terminated). The Administrative Agent Fee shall be payable on the Closing Date and on each anniversary of the Closing Date. The Administrative Agent Fee shall not be pro-rated for part of a year and shall be deemed to be earned in full as of the first day of each annual pay period therefor, except that the Administrative Agent Fee shall be pro-rated if the Administrative Agent is removed or resigns in accordance with the terms hereof for the applicable year in which such removal or resignation occurs. (c) The Borrower agrees to pay to the Collateral Agent (including its agents and counsels), for its own account, the fees in the amounts and at the times from time to time agreed to in writing by the Borrower (or any Affiliate) and the Collateral Agent (the “Collateral Agent Fees”). (d) The Borrower agrees to pay pay: (i) to each Revolving Facility Lender of each Class (other than any Defaulting Backstop LC Lender), through the Administrative Agent, on the last Business Day of March, June, September and December of each year year, commencing on June 30, 2007, and on the date on which the Backstop LC Commitment of such Lender shall be terminated as provided herein (each, a “Backstop LC Fee Payment Date”) a fee (a “Backstop LC Participation Fee”) calculated on such Lender’s Pro Rata Percentage of the daily aggregate Backstop LC Credit Exposure (excluding the portion thereof attributable to unreimbursed Backstop LC Disbursements which are earning interim interest pursuant to Section 2.22(h)) during the immediately preceding quarter (or shorter period commencing with the date hereof or ending with the Backstop LC Maturity Date or the date on which the Backstop Letters of Credit have been canceled or have expired and the Backstop LC Commitments of all Backstop LC Lenders shall have been terminated) at a rate per annum equal to (A) from and after the Closing Date to and including the first (1st) anniversary of the Closing Date, 0.18% per annum, (b) after the first (1st) anniversary of the Closing Date to and including the second (2nd) anniversary of the Closing Date, 0.35% per annum, (c) after the second (2nd) anniversary of the Closing Date to and including the third (3rd) anniversary of the Closing Date, 0.475% per annum, (d) after the third (3rd) anniversary of the Closing Date to and including the fourth (4th) anniversary of the Closing Date, 0.60% per annum and (e) thereafter, 0.725% per annum (ii) to each Revolving Credit Lender, through the Administrative Agent, on the last Business Day of March, June, September and December of each year, commencing on June 30, 2007, and on the date on which the Revolving Facility Commitments Credit Commitment of all the Lenders such Lender shall be terminated as provided hereinherein (each, a “Revolving L/C Fee Payment Date”) a fee in Dollars (an a “Revolving L/C Participation Fee”) calculated on such Lender’s Revolving Facility Pro Rata Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed Revolving L/C DisbursementsDisbursements which are earning interim interest pursuant to Section 2.22(h)) of such Class, during the immediately preceding quarter (or shorter period commencing with the Closing Date date hereof or ending with the Revolving Facility Credit Maturity Date or the date on which all Revolving Letters of Credit have been canceled or have expired and the Revolving Facility Credit Commitments of such Class all Revolving Credit Lenders shall be have been terminated) at the a rate per annum equal to the Applicable Margin for Eurocurrency Revolving Facility Borrowings described in clause (b) of such Class effective for each day in such period, and the definition thereof; and (iiiii) to the Issuing Bank with respect to each Issuing Bank, for its own account (x) the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated, a fronting fee in respect of each outstanding Backstop Letter of Credit issued by such for the account of (or at the request of) the Borrower a fronting fee (the “Issuing Bank for the period Fee”), which fee shall: (A) from and including after the date first anniversary of issuance the Closing Date, accrue at the rate of 0.125% per annum or such other lower rate as shall be separately agreed upon between the Borrower and the Issuing Bank, on the drawable amount of such Letter of Credit to and including the termination of such Backstop Letter of Credit, computed at a rate equal to 1/8 of 1% per annum of the daily stated amount of such Letter of Credit), plus ; and (yB) be payable quarterly in connection with the issuance, amendment or transfer of any such Letter of Credit or any arrears on each Backstop L/C Disbursement thereunder, such Issuing Bank’s customary documentary Fee Payment Date to occur from and processing fees and charges (collectively, “Issuing Bank Fees”)after the first anniversary of the Closing Date. All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis fees under this clause (d) shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the “Administration Agent Fee” as set forth in the Administrative Agent Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the “Administrative Agent Fees”). (d) In the event that, on or prior to the date that is six months after the Closing Date, the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan Lenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid or converted and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee shall be paid to such Non-Consenting Lender and not to its assignee). Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faith. (e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees Fee shall be paid directly to the applicable Issuing BanksBank. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay (the “Commitment Fee”) to each Lender (other than any Defaulting Lender), through the Administrative Agent, on the date that is one Business Day after the last Business Day of March, June, September and December in each year year, and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a commitment fee (a “Commitment Fee”) in Dollars on the daily amount of the applicable Available Unused Commitment of such Lender during the preceding quarter (or other period commencing with the Closing Date or ending with the date on which the last of the Revolving Facility Commitments of such Lender shall be terminated) at a rate equal to the Applicable Commitment FeeFee Rate. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Available Unused Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the Closing Date and shall cease to accrue on the date on which the last of the Revolving Facility Commitments of such Lender shall be terminated as provided herein. (b) The Borrower from time to time agrees to pay (i) to each Revolving Facility Lender of each Class (other than any Defaulting Lender), through the Administrative Agent, on one Business Day after the last Business Day day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) on on, in the case of each Lender, such Lender’s Revolving Facility Percentage of the daily aggregate Revolving Outstanding Amount of L/C Exposure Obligations (excluding the portion thereof attributable to unreimbursed L/C DisbursementsUnreimbursed Amounts in respect of Letters of Credit) of such Class, during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments of such Class shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Facility Borrowings of such Class effective for each day in such period, period and (ii) to each Issuing BankL/C Issuer, for its own account (x) three Business Days after the last Business Day of March, June, September and December of each year and on three Business Days after the date on which the Revolving Facility Commitments of all the Lenders shall be terminatedterminated as provided herein, a fronting fee in Dollars in respect of each Letter of Credit issued by such Issuing Bank L/C Issuer for the 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 1/8 1/4 of 1% per annum of the Dollar Equivalent of the daily 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 drawing thereunder, such L/C Disbursement thereunder, such Issuing BankIssuer’s customary documentary and processing fees and charges (collectively, “Issuing Bank L/C Issuer Fees”). All L/C Participation Fees and Issuing Bank L/C Issuer Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) During the period commencing at the time any Lender became a Defaulting Lender until such time, if any, as such Lender is no longer a Defaulting Lender, no Commitment Fee shall accrue with respect to any of the applicable Revolving Facility Commitments of such Defaulting Lender and no L/C Participation Fee on such Defaulting Lender’s Percentage of the aggregate Outstanding Amount of L/C Obligations. Any Commitment Fees and L/C Participation Fees owing to any Defaulting Lender which accrued during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall be deferred and shall be payable only if and when such lender is no longer a Defaulting Lender. (d) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the “Administration Agent Fee” as agency fees set forth in the Administrative Agent Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the “Administrative Agent Fees”). (d) In the event that, on or prior to the date that is six months after the Closing Date, the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan Lenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid or converted and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee shall be paid to such Non-Consenting Lender and not to its assignee). Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faith. (e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Revolving Facility Lenders, except that Issuing Bank L/C Issuer Fees shall be paid directly to the applicable Issuing BanksL/C Issuers and Administrative Agent Fees shall be for the account of the Administrative Agent. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to the Administrative Agent a commitment fee for the account of each Lender for the period from and including the Restatement Date to but not including the date the Total Revolving Commitment has been terminated, computed at a rate per annum equal to the Applicable Fee Rate per annum times the average daily Unutilized Commitment of such Lender (other than any Defaulting Lenderthe “Commitment Fee”), through the Administrative Agent, . Such Commitment Fee shall be due and payable in arrears on the last Business Day of each March, June, September and December in each year and on the first date on upon which the Total Revolving Facility Commitments of all the Lenders Commitment shall be terminated as provided hereinhave been terminated, a commitment fee (a “Commitment Fee”) on the daily amount of the applicable Available Unused Commitment of such Lender during the preceding quarter (or other period commencing with the Closing Date or ending with first such date to fall after the date on which the last of the Commitments of such Lender shall be terminated) at a rate equal to the Applicable Commitment Fee. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the 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 hereinRestatement Date. (b) The Borrower from time to time agrees to pay (i) to each Revolving Facility Lender the Administrative Agent for the account of each Class Lender pro rata on the basis of its Revolving Percentage a fee in respect of each outstanding Letter of Credit (other than any Defaulting Lender), through the Administrative Agent, “Letter of Credit Fee”) for each day computed at the rate per annum equal to the Applicable Margin for Revolving Loans that are Eurodollar Loans for such day on the Stated Amount of such Letter of Credit on such day. Accrued Letter of Credit Fees shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December of each year and on the date on upon which the Total Revolving Facility Commitments of all Commitment is terminated, commencing with the first such date to fall after the Restatement Date. Such fee shall be shared ratably among the Lenders shall be terminated as provided herein, participating in the Revolving Facility. (c) The Borrower agrees to pay to the Issuing Lender a fee in Dollars respect of each Letter of Credit (an the “L/C Participation Fronting Fee”) on such Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments of such Class shall be terminated) computed at the rate of 0.25% per annum equal to on the Applicable Margin for Eurocurrency Revolving Facility Borrowings average daily Stated Amount of such Class effective for each day Letter of Credit. Accrued Fronting Fees shall be due and payable quarterly in such period, and (ii) to each Issuing Bank, for its own account (x) arrears on the last Business Day of each March, June, September and December of each year and on the date on upon which the Total Revolving Facility Commitments of all the Lenders shall be Commitment is terminated, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the 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 1/8 of 1% per annum of the daily stated amount of such Letter of Credit), plus (y) in connection commencing with the issuance, amendment or transfer of any first 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 a per annum basis shall be computed on date to fall after the basis of the actual number of days elapsed in a year of 360 daysRestatement Date. (cd) The Borrower agrees to pay directly to the Administrative AgentIssuing Lender upon each issuance of, for the account drawing under, and/or amendment or transfer by a beneficiary of, a Letter of the Administrative Agent, the “Administration Agent Fee” Credit such amount as set forth in the Administrative Agent Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, shall at the times specified therein (time of such issuance, drawing, transfer or amendment be the “Administrative Agent Fees”)administrative charge which the Issuing Lender is customarily charging for issuances of, drawings under or amendments or transfers of, letters of credit issued by it. (de) In the event that, on or prior to the date that is six months after the Closing Date, the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the The Borrower shall pay to the Administrative Agent, Agent (x) on the Restatement Date for its own account and/or for distribution to the ratable account of each of Lenders the applicable Term Loan Lenders, (A) fees referred to in the case of clause (x)Fee Letter and such other fees, a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid or converted and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee shall be paid to such Non-Consenting Lender and not to its assignee). Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendmentany, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition have heretofore been agreed to by the Borrower or any Subsidiary that is and the Administrative Agent and (iy) not permitted by the terms of the Loan Documents immediately prior for its own account such other fees as may be agreed to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior from time to the consummation of such acquisition, would not provide time between the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummationAdministrative Agent, when and as determined by the Borrower in good faithdue. (ef) All computations of Fees shall be paid on the dates due, made in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstancesaccordance with Section 1.9(a).