Common use of Fees Clause in Contracts

Fees. (a) Each applicable Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a commitment fee, which shall accrue at a rate equal to the Commitment Fee Rate per annum applicable to the Revolving Credit Commitment of such Class on the average daily amount of the Unused Revolving Credit Commitment of such Class of such Revolving Lender during the period from and including the Closing Date to the date on which such L▇▇▇▇▇’s Revolving Credit Commitments of such Class terminate. Accrued commitment fees shall be payable in arrears no later than 15 calendar days after the last day of each March, June, September and December for the quarterly period then ended (commencing on September 30, 2017, but in the case of the payment made on September 30, 2017, for the period from the Closing Date to such date) and on the date on which the Revolving Credit Commitments of the applicable Class terminate. For purposes of calculating the commitment fees only, no portion of the Revolving Credit Commitments shall be deemed utilized as a result of outstanding Swingline Loans. (b) Each applicable Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a participation fee with respect to its participation in each Letter of Credit, which shall accrue at the Applicable Rate used to determine the interest rate applicable to Adjusted Term SOFR Rate Revolving Loans on the daily face amount of such Lender’s LC Exposure attributable to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements), during the period from and including the Closing Date to the later of the date on which such Revolving Lender’s Revolving Credit Commitment of such Class terminates and the date on which such Revolving Lender ceases to have any LC Exposure related to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (including any such Letter of Credit Exposure that may exist following the termination of such Revolving Credit Commitments) and (ii) to each Issuing Bank, for its own account, a fronting fee, in respect of each Letter of Credit issued by such Issuing Bank for the period from the date of issuance of such Letter of Credit to the expiration date of such Letter of Credit (or if terminated on an earlier date, to the termination date of such Letter of Credit), computed at a rate equal to the rate agreed by such Issuing Bank and the applicable Borrowers (but in any event not to exceed 0.125% per annum) of the daily face amount of such Letter of Credit, as well as such Issuing Bank’s reasonable and customary fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued to but excluding the last Business Day of each March, June, September and December shall be payable in arrears for the quarterly period then ended (or, in the case of the payment made on September 30, 2017, for the period from the Closing Date to such date) no later than 15 calendar days after the last day of such calendar quarter; provided that all such fees shall be payable on the date on which the Revolving Credit Commitments of the applicable Class terminate, and any such fees accruing after the date on which the Revolving Credit Commitments of the applicable Class terminate shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this paragraph shall be payable within 30 days after receipt of a written demand (accompanied by reasonable back-up documentation) therefor. (c) [Reserved]. (d) Each Borrower agrees to pay to the Administrative Agent, for its own account, the fees in the amounts and at the times separately agreed upon by the Borrowers and the Administrative Agent in writing. (e) All fees payable hereunder shall be paid on the dates due, in Dollars and in immediately available funds, to the Administrative Agent (or to the applicable Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders. Fees paid shall not be refundable under any circumstances except as otherwise provided in the Fee Letter. Fees payable hereunder shall accrue through and including the last day of the month immediately preceding the applicable fee payment date. (f) In the event that, on or prior to the date that is six months after the Amendment No. 8 Effective Date, a Borrower (x) prepays, repays, refinances, substitutes or replaces any Amendment No. 8 Term Loans in connection with a Repricing Transaction (including, for the avoidance of doubt, any prepayment made pursuant to ‎Section 2.11(b)(iii) that constitutes a Repricing Transaction) or (y) effects any amendment, modification or waiver of, or consent under, this Agreement resulting in a Repricing Transaction, the Borrower of the Amendment No. 8 Term Loans shall pay to the Administrative Agent, for the ratable account of each of the applicable Amendment No. 8 Term Lenders, (I) in the case of clause (x), a premium of 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans so prepaid, repaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans that are the subject of such Repricing Transaction outstanding immediately prior to such amendment. If, on or prior to the date that is six months after the Amendment No. 8 Effective Date, all or any portion of the Amendment No. 8 Term Loans held by any Term Lender are prepaid, repaid, refinanced, substituted or replaced pursuant to ‎Section 2.19(b)(iv) as a result of, or in connection with, such Term Lender not agreeing or otherwise consenting to any waiver, consent, modification or amendment referred to in clause (y) above (or otherwise in connection with a Repricing Transaction), such prepayment, repayment, refinancing, substitution or replacement will be made at 101% of the principal amount so prepaid, repaid, refinanced, substituted or replaced. All such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction. (g) Unless otherwise indicated herein, all computations of fees shall be made on the basis of a 360-day year and shall be payable for the actual days elapsed (including the first day but excluding the last day). Each determination by the Administrative Agent of the amount of any fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Fees. (a) Each applicable Borrower agrees The Borrowers agree to pay to the Administrative Agent for the account of each Revolving Lender of any Class (other than any a Defaulting Lender) a commitment fee, which shall accrue at a rate equal to the Commitment Fee Rate per annum applicable to the Revolving Credit Commitment of such Class on the average daily amount of the Unused Revolving Credit Commitment of such Class of such Revolving Lender during the period from and including the Closing Date to the date on which such L▇▇▇▇▇Lender’s Revolving Credit Commitments of such Class terminate. Accrued commitment fees shall be payable in arrears no later than 15 calendar days after on the last day of each March, June, September and December for the quarterly period then ended (commencing on September 30, 2017, but in the case of the payment made on September 30, 2017, for the period from the Closing Date to such date) and on the date on which the Revolving Credit Commitments of the applicable Class terminate. For purposes of calculating the commitment fees only, no portion of the Revolving Credit Commitments shall be deemed utilized as a result of outstanding Swingline Loans. (b) Each applicable Borrower agrees The Borrowers agree to pay (i) to the Administrative Agent for the account of each Revolving Lender of any Class (other than any a Defaulting Lender) a participation fee with respect to its participation participations in each Letter Standby Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Adjusted Term SOFR LIBO Rate Revolving Loans on the daily face amount of such Lender’s LC Exposure in respect of Standby Letters of Credit (excluding any portion thereof attributable to its unreimbursed LC Disbursements), during the period from and including the Closing Date through the later of the date on which such Revolving Lender’s Revolving Credit Commitment of terminates and the date on which such Class Revolving Lender ceases to have any LC Exposure in respect of Standby Letters of Credit, (ii) to the Administrative Agent for the account of each Revolving Lender (other than a Defaulting Lender) a participation fee with respect to its participations in Commercial Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to LIBO Rate Revolving Loans, on the daily face amount of such Letter Lender’s LC Exposure in respect of Commercial Letters of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements), during the period from and including the Closing Date to the later of the date on which such Revolving Lender’s Revolving Credit Commitment of such Class terminates and the date on which such Revolving Lender ceases to have any LC Exposure related to its Revolving Credit Commitment of such Class in respect of such Letter Commercial Letters of Credit (including any such Letter of Credit Exposure that may exist following the termination of such Revolving Credit Commitments) Credit, and (iiiii) to each Issuing Bank, for its own account, a fronting fee, in respect of each Letter of Credit issued by such Issuing Bank for the period from the date of issuance of such Letter of Credit to the expiration date of such Letter of Credit (or if terminated on an earlier date, to the termination date of such Letter of Credit), computed at a rate equal to the 0.125% per annum (or such other rate not to exceed 0.125% per annum as may be agreed to by such Issuing Bank and the applicable Borrowers (but in any event not to exceed 0.125% per annumBorrower Representative) of the daily face amount of such Letter of Credit, as well as such Issuing Bank’s reasonable and customary standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued to but excluding the last Business Day day of each March, June, September and December shall be payable in arrears for the quarterly period then ended (or, in the case of the payment made on September 30, 2017, for the period from the Closing Date to such date) no later than 15 calendar days after the last day of such calendar quarter; provided that all such fees shall be payable on the date on which the Revolving Credit Commitments of the applicable Class terminate, terminate and any such fees accruing after the date on which the Revolving Credit Commitments of the applicable Class terminate shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this paragraph shall be payable within 30 days after receipt of a written demand (accompanied by reasonable back-up documentation) documentation therefor). (c) [Reserved]. (d) Each Borrower agrees The Borrowers agree to pay to the Administrative Agent, for its own account, the fees set forth in the Fee Letter, payable in the amounts and at the times specified therein or as so otherwise agreed upon by the Borrower Representative and the Administrative Agent, or such agency fees as may otherwise be separately agreed upon by the Borrowers Borrower Representative and the Administrative Agent in writing. (ed) All fees payable hereunder shall be paid on the dates due, in Dollars and in immediately available funds, to the Administrative Agent (or to the applicable Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders. Fees paid shall not be refundable under any circumstances except as otherwise provided in the Fee Letter. Fees payable hereunder shall accrue through and including the last day of the month immediately preceding the applicable fee payment date. (fe) In the event that, on or prior to the date that is six months after the Amendment No. 8 Effective Closing Date, a Borrower the Borrowers (x) prepaysprepay, repaysrepay, refinancesrefinance, substitutes substitute or replaces replace any Amendment No. 8 Term Loans in connection with a Repricing Transaction (including, for the avoidance of doubt, any prepayment made pursuant to ‎Section Section 2.11(b)(iii) that constitutes a Repricing Transaction) ), or (y) effects effect any amendment, waiver or other modification or waiver of, or consent under, this Agreement resulting in a Repricing Transaction, the Borrower of the Amendment No. 8 Term Loans Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Amendment No. 8 Term LendersLenders (including, if applicable, any Non-Consenting Lender), (I) in the case of clause (x), a premium of 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans so prepaid, repaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the Amendment No. 8 applicable Term Loans that are the subject of such Repricing Transaction outstanding immediately prior to such amendmentso amended, modified or waived. If, on or prior to the date that is six months after the Amendment No. 8 Effective DateClosing Date (and without duplication of the preceding sentence), all or any portion of the Amendment No. 8 Term Loans held by any Term Lender are prepaid, repaid, refinanced, substituted or replaced pursuant to ‎Section 2.19(b)(iv) Section 2.18 as a result of, or in connection with, such Term Lender not agreeing or otherwise consenting to any waiver, consent, modification consent or amendment referred to in clause (y) above (or otherwise in connection with a Repricing Transaction), such prepayment, repayment, refinancing, substitution or replacement will be made at 101101.0% of the principal amount so prepaid, repaid, refinanced, substituted or replaced. All such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction. (gf) Unless otherwise indicated herein, all computations of fees shall be made on the basis of a 360-day year (or 365/366 days in the case of ABR Loans the interest payable on which is then based on the Prime Rate) and shall be payable for the actual days elapsed (including the first day but excluding the last day). Each determination by the Administrative Agent of the amount of any a fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Fees. (a) Each applicable The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a commitment fee, which shall accrue at a rate equal to the Commitment Fee Rate per annum applicable to the Revolving Credit Commitment of such Class on the average daily unused amount of the Unused each Revolving Credit Commitment of such Class of such Revolving Lender during the period from and including the Closing Effective Date to but excluding the date on which such L▇▇▇▇▇’s Revolving Credit Commitments of such Class terminateCommitment terminates. Accrued commitment Commitment fees shall be payable in arrears no later than 15 calendar days after accrued through and including the last day of each March, June, September and December for of each year shall be payable on the quarterly period then ended (third Business Day following such last day, commencing on September the third Business Day following June 30, 2017, but in the case of the payment made on September 30, 2017, for the period from the Closing Date to 2002; provided that all such date) and fees shall be payable on the date on which the Revolving Credit Commitments terminate. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the applicable Class terminateactual number of days elapsed (including the first day but excluding the last day). For purposes of calculating the computing commitment fees onlywith respect to Revolving Commitments, no portion a Revolving Commitment of the Revolving Credit Commitments a Lender shall be deemed utilized as a result to be used to the extent of the outstanding Swingline LoansRevolving Loans and LC Exposure of such Lender. (b) Each applicable The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a participation fee with respect to its participation participations in each Letter Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Adjusted Term SOFR Rate Eurodollar Revolving Loans on the average daily face amount of such Lender’s 's LC Exposure attributable to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements), ) during the period from and including the Closing Effective Date to but excluding the later of the date on which such Lender's Revolving Lender’s Revolving Credit Commitment of such Class terminates and the date on which such Revolving Lender ceases to have any LC Exposure related to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (including any such Letter of Credit Exposure that may exist following the termination of such Revolving Credit Commitments) Exposure, and (ii) to each the Issuing Bank, for its own account, Bank a fronting fee, in respect which shall accrue at the rate of each Letter 0.25% per annum on the average daily amount of Credit issued by such Issuing Bank for the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of issuance termination of such Letter of Credit to the expiration date of such Letter of Credit (or if terminated on an earlier date, to the termination date of such Letter of Credit), computed at a rate equal to the rate agreed by such Issuing Bank Revolving Commitments and the applicable Borrowers (but in date on which there ceases to be any event not to exceed 0.125% per annum) of the daily face amount of such Letter of CreditLC Exposure, as well as such the Issuing Bank’s reasonable and customary 's standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued to but excluding through and including the last Business Day day of each March, June, September and December of each year shall be payable in arrears for on the quarterly period then ended (orthird Business Day following such last day, in commencing on the case of the payment made on September third Business Day following June 30, 2017, for the period from the Closing Date to such date) no later than 15 calendar days after the last day of such calendar quarter2002; provided that all such fees shall be payable on the date on which the Revolving Credit Commitments of the applicable Class terminate, terminate and any such fees accruing after the date on which the Revolving Credit Commitments of the applicable Class terminate shall be payable on demand. Any other fees payable to any the Issuing Bank pursuant to this paragraph shall be payable within 30 10 days after receipt demand. All participation fees and fronting fees shall be computed on the basis of a written demand year of 360 days and shall be payable for the actual number of days elapsed (accompanied by reasonable back-up documentation) thereforincluding the first day but excluding the last day). (c) [Reserved]. (d) Each The Borrower agrees to pay to the Administrative Agent, for its own account, the fees payable in the amounts and at the times separately agreed upon by in writing between the Borrowers Borrower and the Administrative Agent in writingAgent. (ed) All fees payable hereunder shall be paid on the dates due, in Dollars and in immediately available funds, to the Administrative Agent (or to the applicable Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving LendersLenders entitled thereto. Fees due and owing hereunder and paid shall not be refundable under any circumstances except as otherwise provided in the Fee Letter. Fees payable hereunder shall accrue through and including the last day of the month immediately preceding the applicable fee payment datecircumstances. (f) In the event that, on or prior to the date that is six months after the Amendment No. 8 Effective Date, a Borrower (x) prepays, repays, refinances, substitutes or replaces any Amendment No. 8 Term Loans in connection with a Repricing Transaction (including, for the avoidance of doubt, any prepayment made pursuant to ‎Section 2.11(b)(iii) that constitutes a Repricing Transaction) or (y) effects any amendment, modification or waiver of, or consent under, this Agreement resulting in a Repricing Transaction, the Borrower of the Amendment No. 8 Term Loans shall pay to the Administrative Agent, for the ratable account of each of the applicable Amendment No. 8 Term Lenders, (I) in the case of clause (x), a premium of 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans so prepaid, repaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans that are the subject of such Repricing Transaction outstanding immediately prior to such amendment. If, on or prior to the date that is six months after the Amendment No. 8 Effective Date, all or any portion of the Amendment No. 8 Term Loans held by any Term Lender are prepaid, repaid, refinanced, substituted or replaced pursuant to ‎Section 2.19(b)(iv) as a result of, or in connection with, such Term Lender not agreeing or otherwise consenting to any waiver, consent, modification or amendment referred to in clause (y) above (or otherwise in connection with a Repricing Transaction), such prepayment, repayment, refinancing, substitution or replacement will be made at 101% of the principal amount so prepaid, repaid, refinanced, substituted or replaced. All such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction. (g) Unless otherwise indicated herein, all computations of fees shall be made on the basis of a 360-day year and shall be payable for the actual days elapsed (including the first day but excluding the last day). Each determination by the Administrative Agent of the amount of any fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Fees. (a) Each applicable The Borrower agrees to pay to the Administrative Agent in Dollars for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a commitment fee, which shall accrue at a the rate equal to the Commitment Fee Rate of 0.50% per annum applicable to the Revolving Credit Commitment of such Class on the average daily unused amount of the Unused Revolving Credit Commitment of such Class of such Revolving Lender during the period from and including the Closing Effective Date to but excluding the date on which such L▇▇▇▇▇’s the Revolving Credit Commitments of such Class terminate. Accrued commitment fees shall be payable in arrears no later than 15 calendar days after on the last day Business Day of each March, June, September and December for the quarterly period then ended (commencing on September 30, 2017, but in the case of the payment made on September 30, 2017, for the period from the Closing Date to such date) each year and on the date on which the Revolving Credit Commitments terminate, commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the applicable Class terminateactual number of days elapsed (including the first day but excluding the last day). For purposes of calculating the computing commitment fees onlyfees, no portion a Revolving Commitment of the Revolving Credit Commitments a Lender shall be deemed utilized as a result to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline LoansExposure of such Lender shall be disregarded for such purpose). (b) Each applicable The Borrower agrees agree to pay (i) to the Administrative Agent in Dollars for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a participation fee with respect to its participation participations in each Letter Letters of Credit, which shall accrue at the Applicable Rate used to determine the interest rate applicable to Adjusted Term SOFR Rate Eurocurrency Revolving Loans on the daily face amount balance of such Lender’s LC Exposure attributable to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements), ) during the period from and including the Closing Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Credit Commitment of such Class terminates and the date on which such Revolving Lender ceases to have any LC Exposure related to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (including any such Letter of Credit Exposure that may exist following the termination of such Revolving Credit Commitments) and Exposure, (ii) to each Issuing Bank, for its own account, Bank in Dollars a fronting fee, in respect which shall accrue at 0.125% per annum or such other rate as may be separately agreed to by the relevant Issuing Bank and the Borrower on the average daily balance of each Letter the LC Exposure attributable to Letters of Credit issued by such Issuing Bank for (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of issuance termination of such Letter of Credit to the expiration date of such Letter of Credit (or if terminated on an earlier date, to the termination date of such Letter of Credit), computed at a rate equal to the rate agreed by such Issuing Bank Revolving Commitments and the applicable Borrowers date on which there ceases to be any LC Exposure, and (but in any event not to exceed 0.125% per annumiii) of the daily face amount of such Letter of Credit, as well as such Issuing Bank’s reasonable and customary standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. . (c) Participation fees and fronting fees accrued to but excluding through and including the last Business Day of each March, June, September and December of each year shall be payable in arrears for on the quarterly period then ended (orlast Business Day of each such month, in commencing on the case of the payment made on September 30, 2017, for the period from the Closing Date first such date to such date) no later than 15 calendar days occur after the last day of such calendar quarter; Effective Date, provided that all such fees shall be payable on the date on which the Revolving Credit Commitments of the applicable Class terminate, terminate and any such fees accruing after the date on which the Revolving Credit Commitments of the applicable Class terminate shall be payable on demand. Any other fees payable to any an Issuing Bank pursuant to this paragraph shall be payable within 30 days after receipt in accordance with such Issuing Bank’s applicable procedures relating thereto. All participation fees and fronting fees shall be computed on the basis of a written demand year of 360 days and shall be payable for the actual number of days elapsed (accompanied by reasonable back-up documentation) therefor. (c) [Reserved]including the first day but excluding the last day). (d) Each The Borrower agrees to pay to the Administrative Agent, for its own account, the fees payable in the amounts and at the times separately agreed upon by between the Borrowers Borrower and the Administrative Agent in writingAgent. (e) All fees payable hereunder shall be paid on the dates due, in Dollars and in immediately available funds, to the Administrative Agent (or to the applicable an Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving LendersLenders entitled thereto. Fees Except as may otherwise be separately agreed, fees paid hereunder shall not be refundable under any circumstances except as otherwise provided in the Fee Letter. Fees payable hereunder shall accrue through and including the last day of the month immediately preceding the applicable fee payment datecircumstances. (f) In Notwithstanding the event thatforegoing, on or prior and subject to the date that is six months after the Amendment No. 8 Effective Date, a Borrower (x) prepays, repays, refinances, substitutes or replaces any Amendment No. 8 Term Loans in connection with a Repricing Transaction (including, for the avoidance of doubt, any prepayment made pursuant to ‎Section 2.11(b)(iii) that constitutes a Repricing Transaction) or (y) effects any amendment, modification or waiver of, or consent under, this Agreement resulting in a Repricing TransactionSection 2.22, the Borrower shall not be obligated to pay any amounts to any Defaulting Lender pursuant to this Section 2.12, and any fees that would otherwise be payable to a Defaulting Lender under clause (i) of Section 2.12(b) shall, to the extent the LC Exposure of such Defaulting Lender shall have been reallocated pursuant to Section 2.22(a)(iv), be paid to the non-Defaulting Lenders in respect of the Amendment No. 8 Term Loans shall pay to the Administrative Agent, for the ratable account of each of the applicable Amendment No. 8 Term Lenders, (I) in the case of clause (x), a premium of 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans so prepaid, repaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans that are the subject amounts of such Repricing Transaction outstanding immediately prior to such amendment. If, on or prior to the date that is six months after the Amendment No. 8 Effective Date, all or any portion of the Amendment No. 8 Term Loans held by any Term Lender are prepaid, repaid, refinanced, substituted or replaced pursuant to ‎Section 2.19(b)(iv) as a result of, or in connection with, such Term Lender not agreeing or otherwise consenting to any waiver, consent, modification or amendment referred to in clause (y) above (or otherwise in connection with a Repricing Transaction), such prepayment, repayment, refinancing, substitution or replacement will be made at 101% of the principal amount so prepaid, repaid, refinanced, substituted or replaced. All such amounts LC Exposure for which they shall be due and payable on the date of effectiveness of such Repricing Transactionliable from time to time. (g) Unless otherwise indicated herein, all computations of fees shall be made on the basis of a 360-day year and shall be payable for the actual days elapsed (including the first day but excluding the last day). Each determination by the Administrative Agent of the amount of any fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Fees. (a) Each applicable Borrower agrees to pay to the Administrative Agent in dollars for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a commitment fee, which shall accrue at a the rate equal to the Commitment Fee Rate of 0.50% per annum applicable to the Revolving Credit Commitment of such Class on the average daily unused amount of the Unused Revolving Credit Commitment of such Class of such Revolving Lender during the period from and including the Closing Effective Date to but excluding the date on which such L▇▇▇▇▇’s the Revolving Credit Commitments of such Class terminate. Accrued commitment fees shall be payable in arrears no later than 15 calendar days after on the third Business Day following the last day of each March, June, September and December for the quarterly period then ended (commencing on September 30, 2017, but in the case of the payment made on September 30, 2017, for the period from the Closing Date to such date) each year and on the date on which the Revolving Credit Commitments terminate, commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the applicable Class terminateactual number of days elapsed (including the first day but excluding the last day). For purposes of calculating the computing commitment fees onlyfees, no portion a Revolving Commitment of the Revolving Credit Commitments a Lender shall be deemed utilized as a result to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline LoansExposure of such Lender shall be disregarded for such purpose). (b) Each applicable Borrower agrees to pay (i) to the Administrative Agent in dollars for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a participation fee with respect to its participation participations in each Letter Letters of Credit, which shall accrue at the Applicable Rate used to determine the interest rate applicable to Adjusted Term SOFR Rate Eurocurrency Revolving Loans on the daily face amount of such Lender’s LC Exposure attributable to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements), ) during the period from and including the Closing Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Credit Commitment of such Class terminates and the date on which such Revolving Lender ceases to have any LC Exposure related to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (including any such Letter of Credit Exposure that may exist following the termination of such Revolving Credit Commitments) Exposure, and (ii) to each Issuing Bank, for its own account, Bank in dollars a fronting fee, in respect which shall accrue at the rate of each Letter 0.125% per annum on the average daily amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank for (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of issuance termination of such Letter of Credit to the expiration date of such Letter of Credit (or if terminated on an earlier date, to the termination date of such Letter of Credit), computed at a rate equal to the rate agreed by such Issuing Bank Revolving Commitments and the applicable Borrowers (but in date on which there ceases to be any event not to exceed 0.125% per annum) of the daily face amount of such Letter of CreditLC Exposure, as well as such Issuing Bank’s reasonable and customary standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued to but excluding through and including the last Business Day day of each March, June, September and December of each year shall be payable in arrears for on the quarterly period then ended (orthird Business Day following such last day, in commencing on the case of the payment made on September 30, 2017, for the period from the Closing Date first such date to such date) no later than 15 calendar days occur after the last day of such calendar quarter; Effective Date, provided that all such fees shall be payable on the date on which the Revolving Credit Commitments of the applicable Class terminate, terminate and any such fees accruing after the date on which the Revolving Credit Commitments of the applicable Class terminate shall be payable on demand. Any other fees payable to any an Issuing Bank pursuant to this paragraph shall be payable within 30 10 days after receipt demand. All participation fees and fronting fees shall be computed on the basis of a written demand year of 360 days and shall be payable for the actual number of days elapsed (accompanied by reasonable back-up documentation) thereforincluding the first day but excluding the last day). (c) [Reserved]The Borrowers agree to pay on the Effective Date to each Term Lender party to this Agreement on the Effective Date, as fee compensation for the funding of such Term Lender’s Term Loan, a closing fee (the “Term Closing Fee”) in an amount equal to 3.50% of the stated principal amount of such Term Lender’s Term Loan, payable to such Term Lender from the proceeds of its Term Loans as and when funded on the Effective Date. The Borrowers agree to pay on the Effective Date to each Revolving Lender party to this Agreement on the Effective Date, as fee compensation for the funding of such Revolving Lender’s Revolving Commitment, a closing fee (the “Revolving Closing Fee”) in an amount equal to 1.00% of the stated principal amount of such Revolving Lender’s Revolving Commitment, payable to such Revolving Lender on the Effective Date. Such Term Closing Fee and Revolving Closing Fee will be in all respects fully earned, due and payable on the Effective Date and non-refundable and non-creditable thereafter. (d) Each The Parent Borrower agrees to pay to the Administrative Agent, for its own account, the fees payable in the amounts and at the times separately agreed upon by the Borrowers between Parent Borrower and the Administrative Agent in writingAgent. (e) All fees payable hereunder shall be paid on the dates due, in Dollars and in immediately available funds, to the Administrative Agent (or to the applicable an Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving LendersLenders entitled thereto. Fees paid hereunder shall not be refundable under any circumstances except as otherwise provided in the Fee Letter. Fees payable hereunder shall accrue through and including the last day of the month immediately preceding the applicable fee payment datecircumstances. (f) In Notwithstanding the event thatforegoing, on or prior and subject to the date that is six months after the Amendment No. 8 Effective DateSection 2.22, a no Borrower (x) prepays, repays, refinances, substitutes or replaces shall be obligated to pay any Amendment No. 8 Term Loans in connection with a Repricing Transaction (including, for the avoidance of doubt, amounts to any prepayment made Defaulting Lender pursuant to ‎Section 2.11(b)(iii) that constitutes a Repricing Transaction) or (y) effects any amendment, modification or waiver of, or consent under, this Agreement resulting in a Repricing Transaction, the Borrower of the Amendment No. 8 Term Loans shall pay to the Administrative Agent, for the ratable account of each of the applicable Amendment No. 8 Term Lenders, (I) in the case of clause (x), a premium of 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans so prepaid, repaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans that are the subject of such Repricing Transaction outstanding immediately prior to such amendment. If, on or prior to the date that is six months after the Amendment No. 8 Effective Date, all or any portion of the Amendment No. 8 Term Loans held by any Term Lender are prepaid, repaid, refinanced, substituted or replaced pursuant to ‎Section 2.19(b)(iv) as a result of, or in connection with, such Term Lender not agreeing or otherwise consenting to any waiver, consent, modification or amendment referred to in clause (y) above (or otherwise in connection with a Repricing Transaction), such prepayment, repayment, refinancing, substitution or replacement will be made at 101% of the principal amount so prepaid, repaid, refinanced, substituted or replaced. All such amounts shall be due and payable on the date of effectiveness of such Repricing TransactionSection 2.12. (g) Unless otherwise indicated herein, all computations of fees shall be made on the basis of a 360-day year and shall be payable for the actual days elapsed (including the first day but excluding the last day). Each determination by the Administrative Agent of the amount of any fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Fees. (a) Each applicable Borrower The Company agrees to pay to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a commitment fee, which shall accrue at a rate equal to the Commitment Fee Applicable Rate per annum applicable to the Revolving Credit Commitment of such Class on the average daily amount of the Unused excess of the aggregate Revolving Credit Commitment of such Class Lender over such Lender’s Revolving Outstandings during the period from and including the date hereof to but excluding the date on which such Revolving Commitment terminates. (b) The Company agrees to pay to the Administrative Agent for the account of each Deposit Lender a fee, accruing at the rate of 2.10% per annum, on the daily amount of the Deposit of such Revolving Lender during the period from and including the Closing Date date hereof to but excluding the date on which such L▇▇▇▇▇’s Revolving Credit Commitments of such Class terminate. Accrued commitment fees shall be payable in arrears no later than 15 calendar days after the last day of each March, June, September and December for the quarterly period then ended (commencing on September 30, 2017, but in the case of the payment made on September 30, 2017, for Deposit Commitments and the period from the Closing Date Deposit LC Exposure have been reduced to such date) and on the date on which the Revolving Credit Commitments of the applicable Class terminate. For purposes of calculating the commitment fees only, no portion of the Revolving Credit Commitments shall be deemed utilized as a result of outstanding Swingline Loanszero. (bc) Each applicable Borrower The Company agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a participation fee with respect to its participation participations in each Letter Revolving Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Adjusted Term SOFR Rate Eurodollar Revolving Loans on the average daily face amount of such Lender’s Revolving LC Exposure attributable to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements), ) during the period from and including the Closing Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Credit Commitment of such Class terminates and the date on which such Revolving Lender ceases to have any Revolving LC Exposure related to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (including any such Letter of Credit Exposure that may exist following the termination of such Revolving Credit Commitments) and Exposure, (ii) to each Revolving Issuing Bank, for its own account, Bank a fronting fee, in which shall accrue at the rate of 0.15% per annum on the average daily amount of the Revolving LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) with respect of to each Revolving Letter of Credit issued by such Issuing Bank for during the period from and including the Effective Date to but excluding the later of the date of issuance termination of the Revolving Commitments and the date on which there ceases to be any Revolving LC Exposure with respect to Revolving Letters of Credit issued by such Issuing Bank, (iii) to each Deposit Issuing Bank a fronting fee, which shall accrue at the rate of 0.05% per annum on the average daily amount of the Deposit LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) with respect to each Deposit Letter of Credit issued by such Issuing Bank during the period from and including the Effective Date to but excluding the expiration later of the date of such Letter termination of the Deposit Commitments and the date on which there ceases to be any Deposit LC Exposure with respect to Deposit Letters of Credit (or if terminated on an earlier date, to the termination date of such Letter of Credit), computed at a rate equal to the rate agreed issued by such Issuing Bank and the applicable Borrowers (but in any event not iv) to exceed 0.125% per annum) of the daily face amount of such Letter of Crediteach Issuing Bank, as well as such Issuing Bank’s reasonable and customary standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by it or processing of drawings thereunder. Participation fees . (d) Fees accrued pursuant to paragraphs (a), (b), (c)(i), (c)(ii) and fronting fees accrued to but excluding (c)(iii) above, through and including the last Business Day day of each March, June, September and December of each year shall be payable in arrears for on the quarterly period then ended (orthird Business Day following each such last day, in commencing on the case of the payment made on September 30, 2017, for the period from the Closing Date first such date to such date) no later than 15 calendar days occur after the last day of such calendar quarterEffective Date; provided that all such fees for the account of Lenders of either Class shall be payable on the date on which the Revolving Credit Commitments of the applicable such Class terminate, terminate and any such fees accruing after the date on which the Revolving Credit such Commitments of the applicable Class terminate shall be payable on demand. All such fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Any other fees payable to any Issuing Bank pursuant to this paragraph Section shall be payable within 30 10 days after receipt of a written demand (accompanied by reasonable back-up documentation) therefordemand. (ce) [Reserved]. (d) Each Borrower The Company agrees to pay (i) to the Administrative Agent, the Collateral Agent and the Lead Arrangers, for its their own accountaccounts, the fees payable in the amounts and at the times separately agreed upon by to pursuant to the Borrowers Fee Letters and (ii) on or prior to the Effective Date, to the Administrative Agent for the account of each Lender an upfront fee in writingan amount separately agreed with the Lenders. (ef) All fees payable hereunder shall be paid on the dates due, in Dollars and in immediately available funds, to the Administrative Agent (or to the applicable each Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, distribution (if applicable) to the Revolving LendersLenders as specified above. Fees paid shall not be refundable under any circumstances except as otherwise provided in the Fee Letter. Fees payable hereunder shall accrue through and including the last day of the month immediately preceding the applicable fee payment datecircumstances. (f) In the event that, on or prior to the date that is six months after the Amendment No. 8 Effective Date, a Borrower (x) prepays, repays, refinances, substitutes or replaces any Amendment No. 8 Term Loans in connection with a Repricing Transaction (including, for the avoidance of doubt, any prepayment made pursuant to ‎Section 2.11(b)(iii) that constitutes a Repricing Transaction) or (y) effects any amendment, modification or waiver of, or consent under, this Agreement resulting in a Repricing Transaction, the Borrower of the Amendment No. 8 Term Loans shall pay to the Administrative Agent, for the ratable account of each of the applicable Amendment No. 8 Term Lenders, (I) in the case of clause (x), a premium of 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans so prepaid, repaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans that are the subject of such Repricing Transaction outstanding immediately prior to such amendment. If, on or prior to the date that is six months after the Amendment No. 8 Effective Date, all or any portion of the Amendment No. 8 Term Loans held by any Term Lender are prepaid, repaid, refinanced, substituted or replaced pursuant to ‎Section 2.19(b)(iv) as a result of, or in connection with, such Term Lender not agreeing or otherwise consenting to any waiver, consent, modification or amendment referred to in clause (y) above (or otherwise in connection with a Repricing Transaction), such prepayment, repayment, refinancing, substitution or replacement will be made at 101% of the principal amount so prepaid, repaid, refinanced, substituted or replaced. All such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction. (g) Unless otherwise indicated herein, all computations of fees shall be made on the basis of a 360-day year and shall be payable for the actual days elapsed (including the first day but excluding the last day). Each determination by the Administrative Agent of the amount of any fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Fees. (a) Each applicable Borrower agrees to pay to the Administrative Agent in dollars for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a commitment fee, which shall accrue at a the rate equal to the Commitment Fee Rate of 0.50% per annum applicable to the Revolving Credit Commitment of such Class on the average daily unused amount of the Unused Revolving Credit Commitment of such Class of such Revolving Lender during the period from and including the Closing Effective Date to but excluding the date on which such L▇▇▇▇▇’s the Revolving Credit Commitments of such Class terminate. Accrued commitment fees shall be payable in arrears no later than 15 calendar days after on the third Business Day following the last day of each March, June, September and December for the quarterly period then ended (commencing on September 30, 2017, but in the case of the payment made on September 30, 2017, for the period from the Closing Date to such date) each year and on the date on which the Revolving Credit Commitments terminate, commencing on the first such date to occur after the Effective Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the applicable Class terminateactual number of days elapsed (including the first day but excluding the last day). For purposes of calculating the computing commitment fees onlyfees, no portion a Revolving Commitment of the Revolving Credit Commitments a Lender shall be deemed utilized as a result to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline LoansExposure of such Lender shall be disregarded for such purpose). (b) Each applicable Borrower agrees to pay (i) to the Administrative Agent in dollars for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a participation fee with respect to its participation participations in each Letter Letters of Credit, which shall accrue at the Applicable Rate used to determine the interest rate applicable to Adjusted Term SOFR Rate Eurocurrency Revolving Loans on the daily face amount of such Lender’s LC Exposure attributable to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements), ) during the period from and including the Closing Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Credit Commitment of such Class terminates and the date on which such Revolving Lender ceases to have any LC Exposure related to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (including any such Letter of Credit Exposure that may exist following the termination of such Revolving Credit Commitments) Exposure, and (ii) to each Issuing Bank, for its own account, Bank in dollars a fronting fee, in respect which shall accrue at the rate of each Letter 0.125% per annum on the average daily amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank for (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of issuance termination of such Letter of Credit to the expiration date of such Letter of Credit (or if terminated on an earlier date, to the termination date of such Letter of Credit), computed at a rate equal to the rate agreed by such Issuing Bank Revolving Commitments and the applicable Borrowers (but in date on which there ceases to be any event not to exceed 0.125% per annum) of the daily face amount of such Letter of CreditLC Exposure, as well as such Issuing Bank’s reasonable and customary standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued to but excluding through and including the last Business Day day of each March, June, September and December of each year shall be payable in arrears for on the quarterly period then ended (orthird Business Day following such last day, in commencing on the case of the payment made on September 30, 2017, for the period from the Closing Date first such date to such date) no later than 15 calendar days occur after the last day of such calendar quarter; Effective Date, provided that all such fees shall be payable on the date on which the Revolving Credit Commitments of the applicable Class terminate, terminate and any such fees accruing after the date on which the Revolving Credit Commitments of the applicable Class terminate shall be payable on demand. Any other fees payable to any an Issuing Bank pursuant to this paragraph shall be payable within 30 10 days after receipt demand. All participation fees and fronting fees shall be computed on the basis of a written demand year of 360 days and shall be payable for the actual number of days elapsed (accompanied by reasonable back-up documentation) thereforincluding the first day but excluding the last day). (c) [Reserved]The Borrowers agree to make an additional payment for the ratable account of the Term Lenders party to this Agreement on the date hereof in an amount equal to $5,000,000 in the event that the Term Loan remains outstanding on the first anniversary of the Restatement Effective Date, which additional payment shall be in all respects fully earned on the Restatement Effective Date but due and payable in cash on the earlier to occur of (i) the first anniversary of such date and (ii) the acceleration of the Secured Obligations for any reason (including commencement of any bankruptcy, insolvency or reorganization or similar case or proceeding) and such additional payment shall be non-refundable and noncreditable thereafter. (d) Each The Parent Borrower agrees to pay to the Administrative Agent, for its own account, the fees payable in the amounts and at the times separately agreed upon by the Borrowers between Parent Borrower and the Administrative Agent in writingAgent. (e) All fees payable hereunder shall be paid on the dates due, in Dollars and in immediately available funds, to the Administrative Agent (or to the applicable an Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving LendersLenders entitled thereto. Fees paid hereunder shall not be refundable under any circumstances except as otherwise provided in the Fee Letter. Fees payable hereunder shall accrue through and including the last day of the month immediately preceding the applicable fee payment datecircumstances. (f) In Notwithstanding the event thatforegoing, on or prior and subject to the date that is six months after the Amendment No. 8 Effective DateSection 2.22, a no Borrower (x) prepays, repays, refinances, substitutes or replaces shall be obligated to pay any Amendment No. 8 Term Loans in connection with a Repricing Transaction (including, for the avoidance of doubt, amounts to any prepayment made Defaulting Lender pursuant to ‎Section 2.11(b)(iii) that constitutes a Repricing Transaction) or (y) effects any amendment, modification or waiver of, or consent under, this Agreement resulting in a Repricing Transaction, the Borrower of the Amendment No. 8 Term Loans shall pay to the Administrative Agent, for the ratable account of each of the applicable Amendment No. 8 Term Lenders, (I) in the case of clause (x), a premium of 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans so prepaid, repaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans that are the subject of such Repricing Transaction outstanding immediately prior to such amendment. If, on or prior to the date that is six months after the Amendment No. 8 Effective Date, all or any portion of the Amendment No. 8 Term Loans held by any Term Lender are prepaid, repaid, refinanced, substituted or replaced pursuant to ‎Section 2.19(b)(iv) as a result of, or in connection with, such Term Lender not agreeing or otherwise consenting to any waiver, consent, modification or amendment referred to in clause (y) above (or otherwise in connection with a Repricing Transaction), such prepayment, repayment, refinancing, substitution or replacement will be made at 101% of the principal amount so prepaid, repaid, refinanced, substituted or replaced. All such amounts shall be due and payable on the date of effectiveness of such Repricing TransactionSection 2.12. (g) Unless otherwise indicated herein, all computations of fees shall be made on the basis of a 360-day year and shall be payable for the actual days elapsed (including the first day but excluding the last day). Each determination by the Administrative Agent of the amount of any fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Fees. (a) Each applicable The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a commitment fee, fee which shall accrue at a an annual rate equal to the Commitment applicable Unused Fee Rate per annum applicable to the Revolving Credit Commitment of such Class on Committed Amount, on the average daily amount of the Unused Revolving Credit Commitment of such Class of such Revolving Lender Lender’s unused Committed Amount during the period from and including the Closing Effective Date to but excluding the date on which such L▇▇▇▇▇’s Revolving Credit Commitments of such Class terminateits Committed Amount terminates. Accrued commitment fees Unused Fees on Committed Amounts shall be payable in arrears no later than 15 calendar days after on the last day of each March, June, September and December for the quarterly period then ended (commencing on September 30, 2017, but in the case of the payment made on September 30, 2017, for the period from the Closing Date to such date) each year and on the date on which the Revolving Credit Commitments of aggregate Committed Amounts terminate, commencing on the applicable Class terminate. For purposes of calculating first such date to occur after the commitment fees onlydate hereof, no portion of the Revolving Credit Commitments shall be deemed utilized as computed on the basis of a result year of outstanding Swingline Loans360 days and shall be payable for the actual number of days elapsed (including the first but excluding the last day). (b) Each applicable The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a participation fee with respect to its participation participations in each Letter Letters of Credit, which shall accrue at the same Applicable Rate Margin used to determine the interest rate applicable to Adjusted Term SOFR Rate Revolving Eurodollar Loans on the average daily face amount of such Lender’s LC Exposure attributable to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements), ) during the period from and including the Closing Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Credit Commitment of such Class Committed Amount terminates and the date on which such Revolving Lender ceases to have any LC Exposure related to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (including any such Letter of Credit Exposure that may exist following the termination of such Revolving Credit Commitments) Exposure, and (ii) to each Issuing Bank, for its own account, Bank a fronting fee, in respect which shall accrue at the rate of each Letter 0.25% per annum on the average daily amount of Credit issued by that portion of the LC Exposure attributable to such Issuing Bank for (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of issuance termination of such Letter of Credit the Committed Amounts and the date on which there ceases to the expiration date of such Letter of Credit (or if terminated on an earlier date, be any LC Exposure attributable to the termination date of such Letter of Credit), computed at a rate equal to the rate agreed by such Issuing Bank and the applicable Borrowers (but in any event not to exceed 0.125% per annum) of the daily face amount of such Letter of CreditBank, as well as such Issuing Bank’s reasonable and customary standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued to but excluding shall be payable on the third Business Day following the last Business Day day of each March, June, September and December shall be payable in arrears for of each year, commencing on the quarterly period then ended (or, in the case of the payment made on September 30, 2017, for the period from the Closing Date first such date to such date) no later than 15 calendar days occur after the last day of such calendar quarterEffective Date; provided that all such fees shall be payable on the date on which the Revolving Credit Commitments of the applicable Class terminate, Committed Amounts terminate and any such fees accruing after the date on which the Revolving Credit Commitments of the applicable Class Committed Amounts terminate shall be payable on demand. Any other fees payable to any an Issuing Bank pursuant to this paragraph shall be payable within 30 10 days after receipt demand. All participation fees and fronting fees shall be computed on the basis of a written demand year of 360 days and shall be payable for the actual number of days elapsed (accompanied by reasonable back-up documentation) thereforincluding the first day but excluding the last day). (c) [Reserved]. (d) Each The Borrower agrees to pay to the Administrative Agent, for its own account, the fees payable in the amounts and at the times separately agreed upon by between the Borrowers Borrower and the Administrative Agent in writingAgent. (ed) All fees payable hereunder shall be paid on the dates due, in Dollars and in immediately available funds, to the Administrative Agent (or to the applicable an Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders. Fees paid shall not be refundable under any circumstances except as otherwise provided in the Fee Letter. Fees payable hereunder shall accrue through and including the last day of the month immediately preceding the applicable fee payment datecircumstances. (f) In the event that, on or prior to the date that is six months after the Amendment No. 8 Effective Date, a Borrower (x) prepays, repays, refinances, substitutes or replaces any Amendment No. 8 Term Loans in connection with a Repricing Transaction (including, for the avoidance of doubt, any prepayment made pursuant to ‎Section 2.11(b)(iii) that constitutes a Repricing Transaction) or (y) effects any amendment, modification or waiver of, or consent under, this Agreement resulting in a Repricing Transaction, the Borrower of the Amendment No. 8 Term Loans shall pay to the Administrative Agent, for the ratable account of each of the applicable Amendment No. 8 Term Lenders, (I) in the case of clause (x), a premium of 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans so prepaid, repaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans that are the subject of such Repricing Transaction outstanding immediately prior to such amendment. If, on or prior to the date that is six months after the Amendment No. 8 Effective Date, all or any portion of the Amendment No. 8 Term Loans held by any Term Lender are prepaid, repaid, refinanced, substituted or replaced pursuant to ‎Section 2.19(b)(iv) as a result of, or in connection with, such Term Lender not agreeing or otherwise consenting to any waiver, consent, modification or amendment referred to in clause (y) above (or otherwise in connection with a Repricing Transaction), such prepayment, repayment, refinancing, substitution or replacement will be made at 101% of the principal amount so prepaid, repaid, refinanced, substituted or replaced. All such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction. (g) Unless otherwise indicated herein, all computations of fees shall be made on the basis of a 360-day year and shall be payable for the actual days elapsed (including the first day but excluding the last day). Each determination by the Administrative Agent of the amount of any fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Fees. (a) Each applicable The Borrower agrees to pay to the Administrative Agent in dollars for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a commitment fee, which shall accrue at a the rate equal to the Commitment Fee Rate of 0.50% per annum applicable to the Revolving Credit Commitment of such Class on the average daily unused amount of the Unused Revolving Credit Commitment of such Class of such Revolving Lender during the period from and including the Closing Effective Date to but excluding the date on which such L▇▇▇▇▇’s the Revolving Credit Commitments of such Class terminate. Accrued commitment fees shall be payable in arrears no later than 15 calendar days after on the last day Business Day of each March, June, September and December for the quarterly period then ended (commencing on September 30, 2017, but in the case of the payment made on September 30, 2017, for the period from the Closing Date to such date) each year and on the date on which the Revolving Credit Commitments terminate, commencing on the first such date to occur after the Effective Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the applicable Class terminateactual number of days elapsed (including the first day but excluding the last day). For purposes of calculating the computing commitment fees onlyfees, no portion a Revolving Commitment of the Revolving Credit Commitments a Lender shall be deemed utilized as a result to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline LoansExposure of such Lender shall be disregarded for such purpose). (b) Each applicable The Borrower agrees to pay (i) to the Administrative Agent in dollars for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a participation fee with respect to its participation participations in each Letter Letters of Credit, which shall accrue at the Applicable Rate used to determine the interest rate applicable to Adjusted Term SOFR Rate Eurocurrency Revolving Loans on the daily face amount of such Lender’s LC Exposure attributable to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements), ) during the period from and including the Closing Effective Date to and including the later of the date on which such Revolving Lender’s Revolving Credit Commitment of such Class terminates and the date on which such Revolving Lender ceases to have any LC Exposure related to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (including any such Letter of Credit Exposure that may exist following the termination of such Revolving Credit Commitments) Exposure, and (ii) to each Issuing Bank, for its own account, Bank in dollars a fronting fee, in respect which shall accrue at the rate equal to 0.25% per annum (or such lower rate as agreed between the Borrower and the relevant Issuing Bank) on the daily amount of each Letter the LC Exposure attributable to Letters of Credit issued by such Issuing Bank for (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to and including the later of the date of issuance termination of such Letter of Credit to the expiration date of such Letter of Credit (or if terminated on an earlier date, to the termination date of such Letter of Credit), computed at a rate equal to the rate agreed by such Issuing Bank Revolving Commitments and the applicable Borrowers (but in date on which there ceases to be any event not to exceed 0.125% per annum) of the daily face amount of such Letter of CreditLC Exposure, as well as such Issuing Bank’s reasonable and customary standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued to but excluding shall be payable on the last Business Day of each March, June, September and December shall be payable in arrears for of each year, commencing on the quarterly period then ended (or, in the case of the payment made on September 30, 2017, for the period from the Closing Date first such date to such date) no later than 15 calendar days occur after the last day of such calendar quarterEffective Date; provided that all such fees shall be payable on the date on which the Revolving Credit Commitments of the applicable Class terminate, terminate and any such fees accruing after the date on which the Revolving Credit Commitments of the applicable Class terminate shall be payable on demand. Any other fees payable to any an Issuing Bank pursuant to this paragraph shall be payable within 30 10 days after receipt demand. All participation fees and fronting fees shall be computed on the basis of a written demand year of 360 days and shall be payable for the actual number of days elapsed (accompanied by reasonable back-up documentation) thereforincluding the first day but excluding the last day). (c) [Reserved]. (d) Each The Borrower agrees to pay to the Administrative Agent, for its own account, the fees payable in the amounts and at the times separately agreed upon by between the Borrowers Borrower and the Administrative Agent in writing. (e) All fees payable hereunder shall be paid on the dates due, in Dollars and in immediately available funds, to the Administrative Agent (or to the applicable Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders. Fees paid shall not be refundable under any circumstances except as otherwise provided including those set forth in the Fee Letter. Fees payable hereunder shall accrue through and including the last day of the month immediately preceding the applicable fee payment date). (fd) In Notwithstanding the event thatforegoing, on or prior and subject to the date that is six months after the Amendment No. 8 Effective Date, a Borrower (x) prepays, repays, refinances, substitutes or replaces any Amendment No. 8 Term Loans in connection with a Repricing Transaction (including, for the avoidance of doubt, any prepayment made pursuant to ‎Section 2.11(b)(iii) that constitutes a Repricing Transaction) or (y) effects any amendment, modification or waiver of, or consent under, this Agreement resulting in a Repricing TransactionSection 2.22, the Borrower of the Amendment No. 8 Term Loans shall not be obligated to pay any amounts to the Administrative Agent, for the ratable account of each of the applicable Amendment No. 8 Term Lenders, (I) in the case of clause (x), a premium of 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans so prepaid, repaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans that are the subject of such Repricing Transaction outstanding immediately prior to such amendment. If, on or prior to the date that is six months after the Amendment No. 8 Effective Date, all or any portion of the Amendment No. 8 Term Loans held by any Term Defaulting Lender are prepaid, repaid, refinanced, substituted or replaced pursuant to ‎Section 2.19(b)(iv) as a result of, or in connection with, such Term Lender not agreeing or otherwise consenting to any waiver, consent, modification or amendment referred to in clause (y) above (or otherwise in connection with a Repricing Transaction), such prepayment, repayment, refinancing, substitution or replacement will be made at 101% of the principal amount so prepaid, repaid, refinanced, substituted or replaced. All such amounts shall be due and payable on the date of effectiveness of such Repricing Transactionthis Section. (g) Unless otherwise indicated herein, all computations of fees shall be made on the basis of a 360-day year and shall be payable for the actual days elapsed (including the first day but excluding the last day). Each determination by the Administrative Agent of the amount of any fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Fees. (a) Each applicable The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender of any Class (other than any a Defaulting Lender) a commitment fee, which shall accrue at a the rate equal to of the Commitment Fee Rate Percentage per annum applicable to the Revolving Credit Commitment of such Class on the average daily unused amount of the Unused Revolving Credit Commitment of such Class Lender (provided that Swing Line Loans shall be disregarded for purposes of determining such Revolving Lender unused amount) during the period from and including the Closing Effective Date to but excluding the date on which such L▇▇▇▇▇’s the Revolving Credit Commitments of such Class terminate. Accrued commitment fees shall be payable in arrears no later than 15 calendar days after on the last Business day of each March, June, September and December for the quarterly period then ended (commencing on September 30, 2017, but in the case of the payment made on September 30, 2017, for the period from the Closing Date to such date) each year and on the date on which the Revolving Credit Commitments terminate, commencing on the first such date to occur after the Effective Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the applicable Class terminateactual number of days elapsed (including the first day but excluding the last day). For purposes of calculating the computing commitment fees onlyfees, no portion a Revolving Commitment of the Revolving Credit Commitments a Lender shall be deemed utilized as a result to be used to the extent of the outstanding Swingline LoansRevolving Loans and LC Exposure of such Lender. (b) Each applicable The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a participation fee with respect to its participation participations in each Letter Letters of Credit, which shall accrue at the Applicable Rate used to determine the interest rate applicable to Adjusted Term SOFR Rate Revolving Loans on the daily face amount of such Lender’s LC Exposure attributable to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements)Disbursements but taking into account the maximum amount available to be drawn under all outstanding Letters of Credit, whether or not such maximum amount is then in effect) during the period from and including the Closing Effective Date to and including the later of the date on which such Revolving Lender’s Revolving Credit Commitment of such Class terminates and the date on which such Revolving Lender ceases to have any LC Exposure related to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (including any such Letter of Credit Exposure that may exist following the termination of such Revolving Credit Commitments) Exposure, and (ii) to each Issuing Bank a fronting fee (which fee shall be calculated by the Administrative Agent in consultation with the applicable Issuing Bank and payable directly to the applicable Issuing Bank), which shall accrue at the rate to be agreed by each Issuing Bank, for its own account, a fronting fee, in respect not to be greater than 0.125% per annum on the daily amount of each Letter the LC Exposure attributable to Letters of Credit issued by such Issuing Bank for (excluding any portion thereof attributable to unreimbursed LC Disbursements but taking into account the maximum amount available to be drawn under all outstanding Letters of Credit, whether or not such maximum amount is then in effect) during the period from and including the Effective Date to and including the later of the date of issuance termination of such Letter of Credit to the expiration date of such Letter of Credit (or if terminated on an earlier date, to the termination date of such Letter of Credit), computed at a rate equal to the rate agreed by such Issuing Bank Revolving Commitments and the applicable Borrowers (but in date on which there ceases to be any event not to exceed 0.125% per annum) of the daily face amount of such Letter of CreditLC Exposure, as well as such Issuing Bank’s reasonable and customary standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued to but excluding through and including the last Business Day day of each March, June, September and December of each year shall be payable in arrears for on the quarterly period then ended (orlast Business Day of March, in June, September and December, respectively, commencing on the case of the payment made on September 30, 2017, for the period from the Closing Date first such date to such date) no later than 15 calendar days occur after the last day of such calendar quarterEffective Date; provided that all such fees shall be payable on the date on which the Revolving Credit Commitments of the applicable Class terminate, terminate and any such fees accruing after the date on which the Revolving Credit Commitments of the applicable Class terminate shall be payable on demand. Any other fees payable to any an Issuing Bank pursuant to this paragraph shall be payable within 30 10 days after receipt written demand. All participation fees and fronting fees shall be computed on the basis of a written demand year of 360 days and shall be payable for the actual number of days elapsed (accompanied by reasonable back-up documentation) thereforincluding the first day but excluding the last day). (c) [Reserved]. (d) Each The Borrower agrees to pay to the Administrative Agent, for its own account, the fees payable in the amounts and at the times separately agreed upon by the Borrowers in writing between Parent and the Administrative Agent pursuant to the Fee Letter. (d) The Borrower agrees to pay on the Effective Date to each Term Lender party to this Agreement as a Term Lender on the Effective Date, as fee compensation for the funding of such Term Lender’s Initial Term Loan, a closing fee in writingan amount equal to 0.50% of the stated principal amount of such Term Lender’s Initial Term Loan. Such fees shall be payable to each Lender out of the proceeds of such Term Lender’s Initial Term Loan as and when funded on the Effective Date and may be treated (and reported) by the Borrower and Term Lenders as a reduction in issue price of the Initial Term Loans for U.S. federal, state and local income tax purposes. Such closing fee will be in all respects fully earned, due and payable on the Effective Date and non-refundable and non-creditable thereafter. (e) All fees payable hereunder shall be paid The Borrower agrees to pay on the dates due, in Dollars and in immediately available funds, to the Administrative Agent (or to the applicable Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders. Fees paid shall not be refundable under any circumstances except as otherwise provided in the Fee Letter. Fees payable hereunder shall accrue through and including the last day of the month immediately preceding the applicable fee payment date. (f) In the event that, on or prior to the date that is six months after the Amendment No. 8 2 Effective Date, a Borrower (x) prepays, repays, refinances, substitutes or replaces any Date to each 2019 Incremental Term Loan Lender party to Amendment No. 8 2 as an 2019 Incremental Term Loans in connection with a Repricing Transaction (including, for the avoidance of doubt, any prepayment made pursuant to ‎Section 2.11(b)(iii) that constitutes a Repricing Transaction) or (y) effects any amendment, modification or waiver of, or consent under, this Agreement resulting in a Repricing Transaction, the Borrower of Loan Lender on the Amendment No. 8 Term Loans shall pay to the Administrative Agent2 Effective Date, as fee compensation for the ratable account funding of each of the applicable Amendment No. 8 such 2019 Incremental Term Lenders, (I) in the case of clause (x)Loan Lender’s 2019 Incremental Term Loan, a premium of 1.00closing fee in an amount equal to 0.50% of the aggregate stated principal amount of such 2019 Incremental Term Lender’s 2019 Incremental Term Loan. Such fees shall be payable to each such 2019 Incremental Term Loan Lender out of the proceeds of such 2019 Incremental Term Loan Lender’s 2019 Incremental Term Loan as and when funded on the Amendment No. 8 2 Effective Date and may be treated (and reported) by the Borrower and 2019 Incremental Term Loan Lenders as a reduction in issue price of the 2019 Incremental Term Loans so prepaidfor U.S. federal, repaid, refinanced, substituted or replaced state and (II) in the case of clause (y), a local income tax purposes. Such closing fee equal to 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans that are the subject of such Repricing Transaction outstanding immediately prior to such amendment. If, on or prior to the date that is six months after the Amendment No. 8 Effective Date, all or any portion of the Amendment No. 8 Term Loans held by any Term Lender are prepaid, repaid, refinanced, substituted or replaced pursuant to ‎Section 2.19(b)(iv) as a result of, or in connection with, such Term Lender not agreeing or otherwise consenting to any waiver, consent, modification or amendment referred to in clause (y) above (or otherwise in connection with a Repricing Transaction), such prepayment, repayment, refinancing, substitution or replacement will be made at 101% of the principal amount so prepaidin all respects fully earned, repaid, refinanced, substituted or replaced. All such amounts shall be due and payable on the date of effectiveness of such Repricing TransactionAmendment No. 2 Effective Date and non-refundable and non-creditable thereafter. Notwithstanding the foregoing, and subject to Section 2.22, the Borrower shall not be obligated to pay any amounts to any Defaulting Lender pursuant to this Section 2.12. (g) Unless otherwise indicated herein, all computations of fees shall be made on the basis of a 360-day year and shall be payable for the actual days elapsed (including the first day but excluding the last day). Each determination by the Administrative Agent of the amount of any fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Fees. (a) Each applicable The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender of any Class (other than any a Defaulting Lender) a commitment fee, which shall accrue at a rate equal to the Commitment Fee Rate per annum applicable to the Revolving Credit Commitment of such Class on the average daily amount in accordance with its Pro Rata Share of the Unused Aggregate Revolving Credit Commitment of such Class of such Revolving Lender during Commitments for the period from and including the Closing Amendment and Restatement Effective Date to but excluding the date on which such L▇▇▇▇▇’s the Revolving Credit Commitments terminate (or are otherwise reduced to zero), a commitment fee which shall accrue at the Applicable Rate on the average daily unused amount of the aggregate Revolving Commitment of such Class terminateRevolving Lender. Accrued Such accrued commitment fees shall be payable in arrears no later than 15 calendar days after accrued through and including the last day of each March, June, September and December for of each year shall be payable in arrears on the quarterly period then ended (commencing on September 30, 2017, but in the case of the payment made on September 30, 2017, for the period from the Closing Date to fifteenth day following such date) last day and on the date on which all the Revolving Credit Commitments of terminate, commencing on the applicable Class terminatefirst such date to occur after the Amendment and Restatement Effective Date. For purposes of calculating the computing commitment fees onlyfees, no portion a Revolving Commitment of the Revolving Credit Commitments a Lender shall be deemed utilized as a result to be used to the extent of the outstanding Swingline LoansRevolving Loans and LC Exposure of such Lender. (b) Each applicable The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a participation fee with respect to its participation participations in each Letter Letters of Credit, which shall accrue at the same Applicable Rate then used to determine the interest rate applicable to Adjusted Term SOFR Rate Benchmark Revolving Loans on the average daily face amount of such Lender’s aggregate LC Exposure attributable to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements), ) during the period from and including the Closing Amendment and Restatement Effective Date to but excluding the later of the date on which all of such Revolving Lender’s Revolving Credit Commitment of such Class terminates Commitments terminate and the date on which such Revolving Lender ceases to have any LC Exposure related to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (including any such Letter of Credit Exposure that may exist following the termination of such Revolving Credit Commitments) and (ii) to each Issuing Bank, for its own account, Bank a fronting fee, in respect which shall accrue at a rate per annum equal to 0.125% on the average daily amount of each Letter the LC Exposure attributable to Letters of Credit issued by such Issuing Bank for (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Amendment and Restatement Effective Date to but excluding the later of the date of issuance termination of such Letter of Credit to all the expiration date of such Letter of Credit (or if terminated on an earlier date, to the termination date of such Letter of Credit), computed at a rate equal to the rate agreed by such Issuing Bank Revolving Commitments and the applicable Borrowers (but in date on which there ceases to be any event not to exceed 0.125% per annum) of the daily face amount of such Letter of CreditLC Exposure, as well as such Issuing Bank’s reasonable and customary standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued to but excluding through and including the last Business Day day of each March, June, September and December of each year shall be payable in arrears for on the quarterly period then ended (orfifteenth day following such last day, in commencing on the case of the payment made on September 30, 2017, for the period from the Closing Date first such date to such date) no later than 15 calendar days occur after the last day of such calendar quarterAmendment and Restatement Effective Date; provided that all such fees shall be payable on the date on which all the Revolving Credit Commitments of the applicable Class terminate, terminate and any such fees accruing after the date on which all the Revolving Credit Commitments of the applicable Class terminate shall be payable on demand. Any other fees payable to any an Issuing Bank pursuant to this paragraph shall be payable within 30 10 days after receipt of a written demand (accompanied by reasonable back-up documentation) therefordemand. (c) [Reserved]. (d) Each The Borrower agrees to pay to the Administrative Agent, for its own account, the fees payable in the amounts and at the times separately agreed upon by between the Borrowers Borrower and the Administrative Agent Agent. (d) The Borrower agrees to pay to the Arrangers and the Administrative Agent, for the account of each applicable Arranger and Lender, such other fees as shall have been separately agreed upon in writingwriting (including pursuant to the Fee Letters and including upfront fees, which may be in the form of original issues discounts to the Loans) in the amounts and at the times so specified. (e) All fees payable hereunder shall be paid on the dates due, in Dollars and in immediately available funds, to the Administrative Agent (or to the applicable Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving LendersLenders entitled thereto. Fees paid hereunder shall not be refundable under any circumstances except as otherwise provided in the Fee Letter. Fees payable hereunder shall accrue through and including the last day of the month immediately preceding the applicable fee payment datecircumstances. (f) In the event thatAll commitment fees, on or prior to the date that is six months after the Amendment No. 8 Effective Dateparticipation fees, a Borrower (x) prepays, repays, refinances, substitutes or replaces any Amendment No. 8 Term Loans in connection with a Repricing Transaction (including, for the avoidance of doubt, any prepayment made fronting fees and other fees payable pursuant to ‎Section 2.11(b)(iii) that constitutes a Repricing Transaction) or (y) effects any amendment, modification or waiver of, or consent under, this Agreement resulting in a Repricing Transaction, the Borrower of the Amendment No. 8 Term Loans shall pay to the Administrative Agent, for the ratable account of each of the applicable Amendment No. 8 Term Lenders, (I) in the case of clause (x), a premium of 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans so prepaid, repaid, refinanced, substituted or replaced Section 2.12 and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans that are the subject of such Repricing Transaction outstanding immediately prior to such amendment. If, on or prior to the date that is six months after the Amendment No. 8 Effective Date, all or any portion of the Amendment No. 8 Term Loans held by any Term Lender are prepaid, repaid, refinanced, substituted or replaced pursuant to ‎Section 2.19(b)(iv) as a result of, or in connection with, such Term Lender not agreeing or otherwise consenting to any waiver, consent, modification or amendment referred to in clause (y) above (or otherwise in connection with a Repricing Transaction), such prepayment, repayment, refinancing, substitution or replacement will be made at 101% of the principal amount so prepaid, repaid, refinanced, substituted or replaced. All such amounts interest shall be due and payable on the date of effectiveness of such Repricing Transaction. (g) Unless otherwise indicated herein, all computations of fees shall be made computed on the basis of a 360-day year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Each determination by the Administrative Agent of the amount of any fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Fees. (a) Each applicable The Parent Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a commitment fee, which shall accrue at a rate equal to the Commitment Fee Applicable Rate per annum applicable to the Revolving Credit Commitment of such Class on the average daily unused amount of the Unused Revolving Credit each Commitment of such Class of such Revolving Lender during the period from and including the Closing Date date hereof to but excluding the date on which such L▇▇▇▇▇’s Revolving Credit Commitments of such Class terminateCommitment terminates. Accrued commitment fees shall be payable in arrears no later than 15 calendar days after (i) in the case of commitment fees in respect of the Revolving Commitments, on the last day of each March, June, September and December for the quarterly period then ended (commencing on September 30, 2017, but in the case of the payment made on September 30, 2017, for the period from the Closing Date to such date) each year and on the date on which the Revolving Credit Commitments terminate, commencing on the first such date to occur after the date hereof, and (ii) in the case of commitment fees in respect of the applicable Class Tranche A Term Commitments and the Tranche B Term Commitments, on the Effective Date or any earlier date on which such Commitments terminate. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of calculating the computing commitment fees onlywith respect to Revolving Commitments, no portion a Revolving Commitment of the Revolving Credit Commitments a Lender shall be deemed utilized as a result to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline LoansExposure of such Lender shall be disregarded for such purpose). (b) Each applicable The Parent Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a participation fee with respect to its participation participations in each Letter Letters of Credit, which shall accrue at the same Applicable Rate used to determine the as interest rate applicable to Adjusted Term SOFR Rate on Eurodollar Revolving Loans on the average daily face amount of such Lender’s 's LC Exposure attributable to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements)Disbursements and based on Assigned Dollar Values, in the case of Alternative Currency Letters of Credit) during the period from and including the Closing Effective Date to but excluding the later of the date on which such Lender's Revolving Lender’s Revolving Credit Commitment of such Class terminates and the date on which such Revolving Lender ceases to have any LC Exposure related to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (including any such Letter of Credit Exposure that may exist following the termination of such Revolving Credit Commitments) Exposure, and (ii) to each the Issuing Bank, for its own account, Bank a fronting fee, which shall accrue at the rate of 0.25% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements and based on Assigned Dollar Values, in respect the case of each any Alternative Currency Letter of Credit issued by such Issuing Bank for Credit) during the period from and including the Effective Date to but excluding the later of the date of issuance termination of such Letter of Credit to the expiration date of such Letter of Credit (or if terminated on an earlier date, to the termination date of such Letter of Credit), computed at a rate equal to the rate agreed by such Issuing Bank Revolving Commitments and the applicable Borrowers (but in date on which there ceases to be any event not to exceed 0.125% per annum) of the daily face amount of such Letter of CreditLC Exposure, as well as such the Issuing Bank’s reasonable and customary 's standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued to but excluding through and including the last Business Day day of each March, June, September and December of each year shall be payable in arrears for on the quarterly period then ended (orthird Business Day following such last day, in commencing on the case of the payment made on September 30, 2017, for the period from the Closing Date first such date to such date) no later than 15 calendar days occur after the last day of such calendar quarter; Effective Date, provided that all such fees shall be payable on the date on which the applicable Revolving Credit Commitments of the applicable Class terminate, terminate and any such fees accruing after the date on which the applicable Revolving Credit Commitments of the applicable Class terminate shall be payable on demand. Any other fees payable to any the Issuing Bank pursuant to this paragraph shall be payable within 30 10 days after receipt demand. All participation fees and fronting fees shall be computed on the basis of a written demand year of 360 days and shall be payable for the actual number of days elapsed (accompanied by reasonable back-up documentation) thereforincluding the first day but excluding the last day). (c) [Reserved]. (d) Each The Parent Borrower agrees to pay to the Administrative Agent, for its own account, the fees payable in the amounts and at the times separately agreed upon by between the Borrowers Parent Borrower and the Administrative Agent in writingAgent. (ed) All fees payable hereunder shall be paid on the dates due, in Dollars and in immediately available funds, to the Administrative Agent (or to the applicable Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving LendersLenders entitled thereto. Fees paid shall not be refundable under any circumstances except as otherwise provided in the Fee Letter. Fees payable hereunder shall accrue through and including the last day of the month immediately preceding the applicable fee payment datecircumstances. (f) In the event that, on or prior to the date that is six months after the Amendment No. 8 Effective Date, a Borrower (x) prepays, repays, refinances, substitutes or replaces any Amendment No. 8 Term Loans in connection with a Repricing Transaction (including, for the avoidance of doubt, any prepayment made pursuant to ‎Section 2.11(b)(iii) that constitutes a Repricing Transaction) or (y) effects any amendment, modification or waiver of, or consent under, this Agreement resulting in a Repricing Transaction, the Borrower of the Amendment No. 8 Term Loans shall pay to the Administrative Agent, for the ratable account of each of the applicable Amendment No. 8 Term Lenders, (I) in the case of clause (x), a premium of 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans so prepaid, repaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans that are the subject of such Repricing Transaction outstanding immediately prior to such amendment. If, on or prior to the date that is six months after the Amendment No. 8 Effective Date, all or any portion of the Amendment No. 8 Term Loans held by any Term Lender are prepaid, repaid, refinanced, substituted or replaced pursuant to ‎Section 2.19(b)(iv) as a result of, or in connection with, such Term Lender not agreeing or otherwise consenting to any waiver, consent, modification or amendment referred to in clause (y) above (or otherwise in connection with a Repricing Transaction), such prepayment, repayment, refinancing, substitution or replacement will be made at 101% of the principal amount so prepaid, repaid, refinanced, substituted or replaced. All such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction. (g) Unless otherwise indicated herein, all computations of fees shall be made on the basis of a 360-day year and shall be payable for the actual days elapsed (including the first day but excluding the last day). Each determination by the Administrative Agent of the amount of any fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Fees. (a) Each applicable The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a commitment fee, which shall accrue at a rate equal to the Commitment Fee Rate per annum applicable to the Revolving Credit Commitment of such Class on the average daily amount of the Unused Revolving Credit Commitment of such Class of such Revolving Lender during the period from and including the Closing Date to the date on which such L▇▇▇▇▇Lender’s Revolving Credit Commitments of such Class terminate. Accrued commitment fees shall be payable in arrears no later than 15 calendar days after on the last day Business Day of each March, June, September and December for the quarterly period then ended (commencing on September 30, 2017, but in the case of the payment made on September 30, 2017, for the period from the Closing Date to such date) and on the date on which the Revolving Credit Commitments of the applicable Class terminate. For purposes of calculating the commitment fees only, no portion of the Revolving Credit Commitments shall be deemed utilized as a result of outstanding Swingline Loans. (b) Each applicable The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a participation fee with respect to its participation in each Letter of Credit, which shall accrue at the Applicable Rate used to determine the interest rate applicable to Adjusted Term SOFR LIBO Rate Revolving Loans on the daily face amount of such Lender’s LC Exposure attributable to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements), during the period from and including the Closing Date to the later of the date on which such Revolving Lender’s Revolving Credit Commitment of such Class terminates and the date on which such Revolving Lender ceases to have any LC Exposure related to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (including any such Letter of Credit Exposure that may exist following the termination of such Revolving Credit Commitments) and (ii) to each Issuing Bank, for its own account, a fronting fee, in respect of each Letter of Credit issued by such Issuing Bank for the period from the date of issuance of such Letter of Credit to the expiration date of such Letter of Credit (or if terminated on an earlier date, to the termination date of such Letter of Credit), computed at a rate equal to the rate agreed by such Issuing Bank and the applicable Borrowers Borrower (but in any event not to exceed 0.125% per annum) of the daily face amount of such Letter of Credit, as well as such Issuing Bank’s reasonable and customary fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued to but excluding the last Business Day of each March, June, September and December shall be payable in arrears for the quarterly period then ended (or, in the case of the payment made on September 30, 2017, for the period from the Closing Date to such date) no later than 15 calendar days after on the last day Business Day of such calendar quarter; provided that all such fees shall be payable on the date on which the Revolving Credit Commitments of the applicable Class terminate, and any such fees accruing after the date on which the Revolving Credit Commitments of the applicable Class terminate shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this paragraph shall be payable within 30 days after receipt of a written demand (accompanied by reasonable back-up documentation) therefor. (c) [Reserved]. (d) Each The Borrower agrees to pay to the Administrative Agent, for its own account, the fees in the amounts and at the times separately agreed upon by the Borrowers Borrower and the Administrative Agent in writing. (e) All fees payable hereunder shall be paid on the dates due, in Dollars and in immediately available funds, to the Administrative Agent (or to the applicable Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders. Fees paid shall not be refundable under any circumstances except as otherwise provided in the Fee Letter. Fees payable hereunder shall accrue through and including the last day of the month immediately preceding the applicable fee payment date. (f) In the event that, on or prior to the date that is six months after the Amendment No. 8 2 Effective Date, a the Borrower (x) prepays, repays, refinances, substitutes or replaces any Amendment No. 8 2 Term Loans in connection with a Repricing Transaction (including, for the avoidance of doubt, any prepayment made pursuant to ‎Section Section 2.11(b)(iii) that constitutes a Repricing Transaction) or (y) effects any amendment, modification or waiver of, or consent under, this Agreement resulting in a Repricing Transaction, the Borrower of the Amendment No. 8 Term Loans shall pay to the Administrative Agent, for the ratable account of each of the applicable Amendment No. 8 2 Term Lenders, (I) in the case of clause (x), a premium of 1.00% of the aggregate principal amount of the Amendment No. 8 2 Term Loans so prepaid, repaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the Amendment No. 8 2 Term Loans that are the subject of such Repricing Transaction outstanding immediately prior to such amendment. If, on or prior to the date that is six months after the Amendment No. 8 2 Effective Date, all or any portion of the Amendment No. 8 2 Term Loans held by any Term Lender are prepaid, repaid, refinanced, substituted or replaced pursuant to ‎Section Section 2.19(b)(iv) as a result of, or in connection with, such Term Lender not agreeing or otherwise consenting to any waiver, consent, modification or amendment referred to in clause (y) above (or otherwise in connection with a Repricing Transaction), such prepayment, repayment, refinancing, substitution or replacement will be made at 101% of the principal amount so prepaid, repaid, refinanced, substituted or replaced. All such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction. (g) Unless otherwise indicated herein, all computations of fees shall be made on the basis of a 360-day year and shall be payable for the actual days elapsed (including the first day but excluding the last day). Each determination by the Administrative Agent of the amount of any fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Fees. (a) Each applicable Borrower agrees The Borrowers jointly and severally agree to pay to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a commitment fee, which shall accrue at a rate equal to the Commitment Fee Rate 0.25% per annum applicable to the Revolving Credit Commitment of such Class on the average daily amount of the Unused Revolving Credit Available Commitment of such Class of such Revolving Lender during the period from and including the Closing Date to through the date on which such L▇▇▇▇▇Lender’s Revolving Credit Commitments of such Class terminate. Accrued commitment fees shall be payable in arrears no later than 15 calendar days after on the last first day (or, if such day is not a Business Day, on the next succeeding Business Day) of each MarchJanuary, JuneApril, September July and December October for the quarterly period then ended (commencing on September 30, 2017, but in the case of the payment made on September 30, 2017, for the period from the Closing Date to such date) and on the date on which the Revolving Credit Commitments terminate. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the applicable Class terminateactual number of days elapsed (including the last day but excluding the first day). For purposes of calculating the commitment fees only, no portion of the Revolving Credit Commitments shall be deemed utilized as a result of outstanding Swingline Loans. (b) Each applicable Borrower agrees The Borrowers jointly and severally agree to pay (i) to the Administrative Agent for the account of each ABL Revolving Lender of any Class (other than any Defaulting Lender) a participation fee with respect to its participation participations in each Letter Standby Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Adjusted Term SOFR LIBO Rate Loans that are ABL Revolving Loans on the daily face amount of such Lender’s LC Exposure attributable to its Revolving Credit Commitment of such Class in respect of such Letter Standby Letters of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements), during the period from and including the Closing Date to through the later of the date on which such Revolving Lender’s Revolving Credit Commitment of such Class terminates and the date on which such Lender ceases to have any LC Exposure in respect of Standby Letters of Credit, (ii) to the Administrative Agent for the account of each ABL Revolving Lender a participation fee with respect to its participations in Commercial Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to LIBO Rate Loans that are ABL Revolving Loans, on the daily amount of such Lender’s LC Exposure in respect of Commercial Letters of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements), during the period from and including the Closing Date through the later of the date on which such Lender’s Commitment terminates and the date on which such ABL Revolving Lender ceases to have any LC Exposure related to its Revolving Credit Commitment of such Class in respect of such Letter Commercial Letters of Credit (including any such Letter of Credit Exposure that may exist following the termination of such Revolving Credit Commitments) Credit, and (iiiii) to each Issuing Bank, for its own account, a fronting fee, in respect of each Letter of Credit issued by such Issuing Bank for the period from the date of issuance of such Letter of Credit to through the expiration date of such Letter of Credit (or if terminated on an earlier date, to the termination date of such Letter of Credit), computed at a rate equal to the rate agreed by such Issuing Bank and the applicable Borrowers (but in any event not to exceed 0.125% per annum) annum of the daily face stated amount of such Letter of Credit, as well as such Issuing Bank’s reasonable and customary standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued to but excluding the last first day (or, if such day is not a Business Day Day, on the next succeeding Business Day) of each MarchJanuary, JuneApril, September July and December October shall be payable in arrears for the quarterly period then ended (or, in on the case of the payment made on September 30, 2017, for the period from the Closing Date to such date) no later than 15 calendar days after the last first day of such calendar quarter; provided that all such fees shall be payable on the date on which the Revolving Credit Commitments of the applicable Class terminate, terminate and any such fees accruing after the date on which the Revolving Credit Commitments of the applicable Class terminate shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this paragraph shall be payable within 30 days after receipt of a written demand (accompanied by reasonable back-up documentation) documentation therefor). All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed. (c) [Reserved]. (d) Each Borrower agrees The Borrowers jointly and severally agree to pay to the Administrative Agent, for its own account, the agency and administration fees set forth in the Fee Letter, payable in the amounts and at the times specified therein or as so otherwise agreed upon by the Borrowers and the Administrative Agent, or such agency fees as may otherwise be separately agreed upon by the Borrowers and the Administrative Agent in writing. (ed) All fees payable hereunder shall be paid on the dates due, in Dollars and in immediately available funds, to the Administrative Agent (or to the applicable Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders. Fees paid shall not be refundable under any circumstances except as otherwise provided in the Fee Letter. Fees payable hereunder shall accrue through and including the last day of the month immediately preceding the applicable fee payment date. (f) In the event that, on or prior to the date that is six months after the Amendment No. 8 Effective Date, a Borrower (x) prepays, repays, refinances, substitutes or replaces any Amendment No. 8 Term Loans in connection with a Repricing Transaction (including, for the avoidance of doubt, any prepayment made pursuant to ‎Section 2.11(b)(iii) that constitutes a Repricing Transaction) or (y) effects any amendment, modification or waiver of, or consent under, this Agreement resulting in a Repricing Transaction, the Borrower of the Amendment No. 8 Term Loans shall pay to the Administrative Agent, for the ratable account of each of the applicable Amendment No. 8 Term Lenders, (I) in the case of clause (x), a premium of 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans so prepaid, repaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans that are the subject of such Repricing Transaction outstanding immediately prior to such amendment. If, on or prior to the date that is six months after the Amendment No. 8 Effective Date, all or any portion of the Amendment No. 8 Term Loans held by any Term Lender are prepaid, repaid, refinanced, substituted or replaced pursuant to ‎Section 2.19(b)(iv) as a result of, or in connection with, such Term Lender not agreeing or otherwise consenting to any waiver, consent, modification or amendment referred to in clause (y) above (or otherwise in connection with a Repricing Transaction), such prepayment, repayment, refinancing, substitution or replacement will be made at 101% of the principal amount so prepaid, repaid, refinanced, substituted or replaced. All such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction. (g) Unless otherwise indicated herein, all computations of fees shall be made on the basis of a 360-day year and shall be payable for the actual days elapsed (including the first day but excluding the last day). Each determination by the Administrative Agent of the amount of any fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Fees. (a) Each applicable The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a commitment fee, which shall accrue at a rate equal to the Commitment Fee Applicable Rate per annum applicable to the Revolving Credit Commitment of such Class on the average daily amount of the Unused Revolving Credit unused Commitment of such Class of such Revolving Lender during the period from and including the Closing Date to the date on which such L▇▇▇▇▇’s Revolving Credit Commitments of such Class terminateAvailability Period. Accrued commitment fees shall be payable in arrears no later than 15 calendar days after on the last day of each March, June, September and December for the quarterly period then ended (commencing on September 30, 2017, but in the case of the payment made on September 30, 2017, for the period from the Closing Date to such date) each year and on the date on which the Revolving Credit Commitments terminate, commencing on the first such date to occur after the Effective Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the applicable Class terminateactual number of days elapsed (including the first day but excluding the last day). For purposes of calculating the computing commitment fees onlyfees, no portion a Commitment of the Revolving Credit Commitments a Lender shall be deemed utilized as a result to be used to the extent of the outstanding Loans and LC Exposure of such Lender (and the Swingline LoansExposure of such Lender shall be disregarded for such purpose). (b) Each applicable The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a participation fee with respect to its participation such Lender’s participations in each Letter Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Adjusted Term SOFR Rate Eurodollar Revolving Loans on the average daily face amount of such Lender’s LC Exposure attributable to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements), ) during the period from and including the Closing Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Credit Commitment of such Class terminates and the date on which such Revolving Lender ceases to have any LC Exposure related to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (including any such Letter of Credit Exposure that may exist following the termination of such Revolving Credit Commitments) and (ii) to each the Issuing Bank, Bank for its own account, account a fronting fee, in respect which shall accrue at the rate of each Letter 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such the Issuing Bank for during the period from and including the Effective Date to but excluding the later of the date of issuance termination of such Letter of Credit to the expiration date of such Letter of Credit (or if terminated on an earlier date, to the termination date of such Letter of Credit), computed at a rate equal to the rate agreed by such Issuing Bank Commitments and the applicable Borrowers (but in date on which there ceases to be any event not to exceed 0.125% per annum) of the daily face amount of such Letter of CreditLC Exposure, as well as such the Issuing Bank’s reasonable standard fees and customary fees commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued to but excluding through and including the last Business Day day of each March, June, September and December of each year shall be payable in arrears for on the quarterly period then ended third (or3rd) Business Day following such last day, in commencing on the case of the payment made on September 30, 2017, for the period from the Closing Date first such date to such date) no later than 15 calendar days occur after the last day of such calendar quarterEffective Date; provided that all such fees shall be payable on the date on which the Revolving Credit Commitments of the applicable Class terminate, terminate and any such fees accruing after the date on which the Revolving Credit Commitments of the applicable Class terminate shall be payable on demand. Any other fees payable to any the Issuing Bank pursuant to this paragraph shall be payable within 30 ten (10) days after receipt demand therefor (or such longer period of time as the Issuing Bank may agree to in its sole discretion). All participation fees and fronting fees shall be computed on the basis of a written demand year of 360 days and shall be payable for the actual number of days elapsed (accompanied by reasonable back-up documentation) thereforincluding the first day but excluding the last day). (c) [Reserved]. (d) Each The Borrower agrees to pay to the Administrative Agent, for its own account, the fees payable in the amounts and at the times separately agreed upon by between the Borrowers Borrower and the Administrative Agent in writingAgent. (ed) All fees payable hereunder shall be paid on the dates due, in Dollars and in immediately available funds, to the Administrative Agent (or to the applicable Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment facility fees and participation fees, to the Revolving Lenders. Fees paid shall not be refundable under any circumstances except as otherwise provided in the Fee Letter. Fees payable hereunder shall accrue through and including the last day of the month immediately preceding the applicable fee payment datecircumstances. (f) In the event that, on or prior to the date that is six months after the Amendment No. 8 Effective Date, a Borrower (x) prepays, repays, refinances, substitutes or replaces any Amendment No. 8 Term Loans in connection with a Repricing Transaction (including, for the avoidance of doubt, any prepayment made pursuant to ‎Section 2.11(b)(iii) that constitutes a Repricing Transaction) or (y) effects any amendment, modification or waiver of, or consent under, this Agreement resulting in a Repricing Transaction, the Borrower of the Amendment No. 8 Term Loans shall pay to the Administrative Agent, for the ratable account of each of the applicable Amendment No. 8 Term Lenders, (I) in the case of clause (x), a premium of 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans so prepaid, repaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans that are the subject of such Repricing Transaction outstanding immediately prior to such amendment. If, on or prior to the date that is six months after the Amendment No. 8 Effective Date, all or any portion of the Amendment No. 8 Term Loans held by any Term Lender are prepaid, repaid, refinanced, substituted or replaced pursuant to ‎Section 2.19(b)(iv) as a result of, or in connection with, such Term Lender not agreeing or otherwise consenting to any waiver, consent, modification or amendment referred to in clause (y) above (or otherwise in connection with a Repricing Transaction), such prepayment, repayment, refinancing, substitution or replacement will be made at 101% of the principal amount so prepaid, repaid, refinanced, substituted or replaced. All such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction. (g) Unless otherwise indicated herein, all computations of fees shall be made on the basis of a 360-day year and shall be payable for the actual days elapsed (including the first day but excluding the last day). Each determination by the Administrative Agent of the amount of any fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Fees. (a) Each applicable The Borrower agrees to pay to the First Lien Administrative Agent in Dollars for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a commitment fee, which shall accrue at a the rate equal to of the Commitment Fee Rate Percentage per annum applicable to the Revolving Credit Commitment of such Class on the average daily unused amount of the Unused Revolving Credit Commitment of such Class of such Revolving Lender during the period from and including the Closing Effective Date to but excluding the date on which such L▇▇▇▇▇’s the Revolving Credit Commitments of such Class terminate. Accrued commitment fees shall be payable in arrears no later than 15 calendar days after on the third Business Day following the last day of each March, June, September and December for the quarterly period then ended (commencing on September 30, 2017, but in the case of the payment made on September 30, 2017, for the period from the Closing Date to such date) each year and on the date on which the Revolving Credit Commitments terminate, commencing on the first such date to occur after the Effective Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the applicable Class terminateactual number of days elapsed (including the first day but excluding the last day). For purposes of calculating the computing commitment fees onlyfees, no portion a Revolving Commitment of the Revolving Credit Commitments a Lender shall be deemed utilized as a result to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline LoansExposure of such Lender shall be disregarded for such purpose). (b) Each applicable The Borrower agrees to pay (i) to the First Lien Administrative Agent in Dollars for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a participation fee with respect to its participation participations in each Letter Letters of Credit, which shall accrue at the Applicable Rate used to determine the interest rate applicable to Adjusted Term SOFR Rate Eurodollar Revolving Loans on the daily face amount of such Lender’s LC Exposure attributable to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements)Disbursements but taking into account the maximum amount available to be drawn under all outstanding Letters of Credit, whether or not such maximum amount is then in effect) during the period from and including the Closing Effective Date to and including the later of the date on which such Revolving Lender’s Revolving Credit Commitment of such Class terminates and the date on which such Revolving Lender ceases to have any LC Exposure related to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (including any such Letter of Credit Exposure that may exist following the termination of such Revolving Credit Commitments) Exposure, and (ii) to each Issuing Bank in Dollars a fronting fee (which fee shall be calculated by the First Lien Administrative Agent in consultation with the applicable Issuing Bank), which shall accrue at the rate to be agreed by each Issuing Bank, for its own account, a fronting fee, in respect not to be greater than 0.125% per annum on the daily amount of each Letter the LC Exposure attributable to Letters of Credit issued by such Issuing Bank for (excluding any portion thereof attributable to unreimbursed LC Disbursements but taking into account the maximum amount available to be drawn under all outstanding Letters of Credit, whether or not such maximum amount is then in effect) during the period from and including the Effective Date to and including the later of the date of issuance termination of such Letter of Credit to the expiration date of such Letter of Credit (or if terminated on an earlier date, to the termination date of such Letter of Credit), computed at a rate equal to the rate agreed by such Issuing Bank Revolving Commitments and the applicable Borrowers (but in date on which there ceases to be any event not to exceed 0.125% per annum) of the daily face amount of such Letter of CreditLC Exposure, as well as such Issuing Bank’s reasonable and customary standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued to but excluding through and including the last Business Day day of each March, June, September and December of each year shall be payable in arrears for on the quarterly period then ended (or, in the case of the payment made on September 30, 2017, for the period from the Closing Date to such date) no later than 15 calendar days after third Business Day following the last day of March, June, September and December, respectively, commencing on the first such calendar quarterdate to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Revolving Credit Commitments of the applicable Class terminate, terminate and any such fees accruing after the date on which the Revolving Credit Commitments of the applicable Class terminate shall be payable on demand. Any other fees payable to any an Issuing Bank pursuant to this paragraph shall be payable within 30 10 days after receipt of a written demand (accompanied by reasonable back-up documentation) therefor. (c) [Reserved]. (d) Each Borrower agrees to pay to the Administrative Agent, for its own account, the fees in the amounts and at the times separately agreed upon by the Borrowers and the Administrative Agent in writing. (e) demand. All fees payable hereunder shall be paid on the dates due, in Dollars and in immediately available funds, to the Administrative Agent (or to the applicable Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment participation fees and participation fees, to the Revolving Lenders. Fees paid shall not be refundable under any circumstances except as otherwise provided in the Fee Letter. Fees payable hereunder shall accrue through and including the last day of the month immediately preceding the applicable fee payment date. (f) In the event that, on or prior to the date that is six months after the Amendment No. 8 Effective Date, a Borrower (x) prepays, repays, refinances, substitutes or replaces any Amendment No. 8 Term Loans in connection with a Repricing Transaction (including, for the avoidance of doubt, any prepayment made pursuant to ‎Section 2.11(b)(iii) that constitutes a Repricing Transaction) or (y) effects any amendment, modification or waiver of, or consent under, this Agreement resulting in a Repricing Transaction, the Borrower of the Amendment No. 8 Term Loans shall pay to the Administrative Agent, for the ratable account of each of the applicable Amendment No. 8 Term Lenders, (I) in the case of clause (x), a premium of 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans so prepaid, repaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans that are the subject of such Repricing Transaction outstanding immediately prior to such amendment. If, on or prior to the date that is six months after the Amendment No. 8 Effective Date, all or any portion of the Amendment No. 8 Term Loans held by any Term Lender are prepaid, repaid, refinanced, substituted or replaced pursuant to ‎Section 2.19(b)(iv) as a result of, or in connection with, such Term Lender not agreeing or otherwise consenting to any waiver, consent, modification or amendment referred to in clause (y) above (or otherwise in connection with a Repricing Transaction), such prepayment, repayment, refinancing, substitution or replacement will be made at 101% of the principal amount so prepaid, repaid, refinanced, substituted or replaced. All such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction. (g) Unless otherwise indicated herein, all computations of fronting fees shall be made computed on the basis of a 360-day year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Each determination by . (c) The Borrower agrees to pay to the First Lien Administrative Agent of Agent, for its own account, fees payable in the amount of amounts and at the times separately agreed upon between the Borrower and the First Lien Administrative Agent. (d) Notwithstanding the foregoing, and subject to Section 2.22, the Borrower shall not be obligated to pay any fee hereunder shall be conclusive and binding for all purposes, absent manifest erroramounts to any Defaulting Lender pursuant to this Section 2.12.

Fees. (a) Each applicable The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a commitment fee, which shall accrue at a rate equal to the Commitment Fee Rate per annum applicable to the Revolving Credit Commitment Commitments of such Class on the average daily amount of the Unused unused Revolving Credit Commitment of such Class of such Revolving Lender during the period from and including the Closing Date to the date on which such L▇▇▇▇▇▇’s Revolving Credit Commitments Commitment of such Class terminateterminates. Accrued commitment fees shall be payable in arrears no later than 15 calendar days after on the last day Business Day of each March, June, September and December (commencing with the Fiscal Quarter ending September 30, 2021) for the quarterly period then ended (commencing on September 30or, 2017, but in the case of the payment made on September 30, 20172021, for the period from the Closing Date to such date) ), and on the date on which the Revolving Credit Commitments of the applicable Class terminate. For purposes of calculating the commitment fees fee only, the Revolving Credit Commitment of any Class of any Revolving Lender shall be deemed to be used to the extent of Revolving Loans of such Class of such Revolving Lender and the LC Exposure of such Revolving Lender attributable to its Revolving Credit Commitment of such Class and no portion of the Revolving Credit Commitments Commitment of any Class shall be deemed utilized used as a result of outstanding Swingline Loans. (b) Each applicable The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a participation fee with respect to its participation participations in each Letter Letters of Credit, which shall accrue at the Applicable Rate used to determine the interest rate applicable to Adjusted Revolving Loans of such Class that are LIBO Rate Loans or Term SOFR Rate Revolving Loans Loans, as applicable (or, with respect to Letters of Credit denominated in British Pounds Sterling, RFR Loans), on the daily face amount of such Lender’s LC Exposure attributable to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (excluding any portion thereof that is attributable to unreimbursed LC Disbursements), during the period from and including the Closing Date to the earlier of (A) the later of the date on which such Revolving Lender’s Revolving Credit Commitment of such Class terminates and the date on which such Revolving Lender ceases to have any LC Exposure related attributable to its Revolving Credit Commitment of such Class in respect of such Letter of Credit and (including any such Letter of Credit Exposure that may exist following B) the termination of such Revolving Credit Commitments) Termination Date, and (ii) to each Issuing Bank, for its own account, a fronting fee, in respect of each Letter of Credit issued by such Issuing Bank for the period from the date of issuance of such Letter of Credit to the earlier of (A) the expiration date of such Letter of Credit Credit, (or if terminated B) the date on an earlier date, to the termination date of which such Letter of Credit)Credit terminates or (C) the Termination Date, computed at a rate equal to the rate agreed by such Issuing Bank and the applicable Borrowers Borrower (but in any event not to exceed 0.125% per annum) of the daily face amount of such Letter of Credit, as well as such Issuing Bank’s reasonable and customary standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued shall accrue to but excluding the last Business Day of each March, June, September and December shall and be payable in arrears for the quarterly period then ended (or, in the case of the payment made on September 30, 20172021, for the period from the Closing Date to such date) no later than 15 calendar days after on the last day Business Day of such calendar quartereach March, June, September and December (commencing, if applicable, September 30, 2021); provided that all such fees shall be payable on the date on which the Revolving Credit Commitments of the applicable Class terminate, and any such fees accruing after the date on which the Revolving Credit Commitments of the applicable Class terminate shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this paragraph shall be payable within 30 days after receipt of a written demand (accompanied by reasonable back-up documentation) therefor. (c) [Reserved]. (d) Each The Borrower agrees to pay to the Administrative Agent, for its own account, the fees annual administration fee described in the amounts and at the times separately agreed upon by the Borrowers and the Administrative Agent in writingFee Letter. (e) All fees payable hereunder shall be paid on the dates due, in Dollars and in immediately available funds, to the Administrative Agent (or to the applicable Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lendersany Issuing Bank). Fees paid shall not be refundable under any circumstances except as otherwise provided in the Fee Letter. Fees payable hereunder shall accrue through and including the last day of the month immediately preceding the applicable fee payment date. (f) In the event that, on or prior to the date that is six months after the Amendment No. 8 Effective Closing Date, a the Borrower (xi) prepays, repays, refinances, substitutes or replaces any Amendment No. 8 Initial Term Loans in connection with a Repricing Transaction (including, for the avoidance of doubt, any prepayment made pursuant to ‎Section Section 2.11(b)(iii) that constitutes a Repricing Transaction) ), or (yii) effects any amendment, modification or waiver of, or consent under, this Agreement resulting in a Repricing Transaction, the Borrower of the Amendment No. 8 Term Loans shall pay to the Administrative Agent, for the ratable account of each of the applicable Amendment No. 8 Initial Term Lenders, (IA) in the case of clause (xi), a premium of 1.00% of the aggregate principal amount of the Amendment No. 8 Initial Term Loans so prepaid, repaid, refinanced, substituted or replaced and (IIB) in the case of clause (yii), a fee equal to 1.00% of the aggregate principal amount of the Amendment No. 8 Initial Term Loans that are the subject of such Repricing Transaction outstanding immediately prior to such amendment. If, on or prior to the date that is six months after the Amendment No. 8 Effective Closing Date, all or any portion of the Amendment No. 8 Initial Term Loans held by any Term Lender are prepaid, repaid, refinanced, substituted or replaced pursuant to ‎Section Section 2.19(b)(iv) as a result of, or in connection with, such Term Lender not agreeing or otherwise consenting to any waiver, consent, modification or amendment referred to in clause (yii) above (or otherwise in connection with a Repricing Transaction), such prepayment, repayment, refinancing, substitution or replacement will be made at 101% of the principal amount so prepaid, repaid, refinanced, substituted or replaced. All such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction. (g) Unless otherwise indicated herein, all computations of fees shall be made on the basis of a 360-day year and shall be payable for the actual days elapsed (including the first day but excluding the last day). Each determination by the Administrative Agent of the amount of any a fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Fees. (a) Each applicable Borrower The Company agrees to pay to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a commitment fee, which shall accrue at a rate equal to the Commitment Fee Applicable Rate per annum applicable to the Revolving Credit Commitment of such Class on the average daily amount of the Unused Revolving Credit unused Commitment of such Class of such Revolving Lender Lender, subject to adjustment as provided in Section 2.18, during the period from and including the Closing Date date of this Agreement to but excluding the date on which such L▇▇▇▇▇’s Revolving Credit Commitments of such Class terminateCommitment terminates. Accrued commitment fees shall be payable in arrears no later than 15 calendar days after on the last day Business Day of each March, June, September and December for of each year, on any date prior to the quarterly period then ended (commencing Maturity Date on September 30, 2017, but in which the case of the payment made on September 30, 2017, for the period from the Closing Date to such date) Commitments terminate and on the Maturity Date, commencing on the first such date on which to occur after the Revolving Credit Commitments of the applicable Class terminatedate hereof. For purposes of calculating the All commitment fees only, no portion of the Revolving Credit Commitments shall be deemed utilized as computed on the basis of a result year of outstanding Swingline Loans360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) Each applicable Borrower The Company agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a participation fee with respect to its participation participations in each Letter Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Adjusted Term SOFR Rate Revolving Loans on the average daily face amount of such Lender’s LC Exposure attributable to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements), ) during the period from and including the Closing Effective Date to but excluding the later of the date on which such Revolving Lender▇▇▇▇▇▇’s Revolving Credit Commitment of such Class terminates and the date on which such Revolving Lender ceases to have any LC Exposure related to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (including any such Letter of Credit Exposure that may exist following the termination of such Revolving Credit Commitments) Exposure, and (ii) to each Issuing Bank, for its own account, Lender a fronting fee, in respect which shall accrue at the rate of each Letter 0.125% per annum on the average daily amount of Credit issued by such Issuing Bank for the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of issuance termination of such Letter of Credit to the expiration date of such Letter of Credit (or if terminated on an earlier date, to the termination date of such Letter of Credit), computed at a rate equal to the rate agreed by such Issuing Bank Commitments and the applicable Borrowers (but in date on which there ceases to be any event not to exceed 0.125% per annum) of the daily face amount of such Letter of CreditLC Exposure, as well as such each Issuing BankLender’s reasonable and customary standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued to but excluding through and including the last Business Day day of each March, June, September and December of each year shall be payable in arrears for on the quarterly period then ended (orfifteenth day following such last day, in commencing on the case of the payment made on September 30, 2017, for the period from the Closing Date first such date to such date) no later than 15 calendar days occur after the last day of such calendar quarterEffective Date; provided that all such fees shall be payable on the date on which the Revolving Credit Commitments of the applicable Class terminate, terminate and any such fees accruing after the date on which the Revolving Credit Commitments of the applicable Class terminate shall be payable on demand. Any other fees payable to any Issuing Bank Lender pursuant to this paragraph shall be payable within 30 10 days after receipt demand. All participation fees and fronting fees shall be computed on the basis of a written demand year of 360 days and shall be payable for the actual number of days elapsed (accompanied by reasonable back-up documentation) thereforincluding the first day but excluding the last day). (c) [Reserved]. (d) Each Borrower The Company agrees to pay to the Administrative Agent, each for its their own account, the fees payable in the amounts and at the times separately agreed upon by in writing between the Borrowers Company and the Administrative Agent in writingAgent. (ed) All fees payable hereunder shall be paid on the dates due, in Dollars and in immediately available funds, to the Administrative Agent (or to the applicable Issuing BankLender, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders. Fees paid shall not be refundable under any circumstances except as otherwise provided absent error in the Fee Letter. Fees payable hereunder shall accrue through and including the last day of the month immediately preceding the applicable fee calculation or payment datethereof. (f) In the event that, on or prior to the date that is six months after the Amendment No. 8 Effective Date, a Borrower (x) prepays, repays, refinances, substitutes or replaces any Amendment No. 8 Term Loans in connection with a Repricing Transaction (including, for the avoidance of doubt, any prepayment made pursuant to ‎Section 2.11(b)(iii) that constitutes a Repricing Transaction) or (y) effects any amendment, modification or waiver of, or consent under, this Agreement resulting in a Repricing Transaction, the Borrower of the Amendment No. 8 Term Loans shall pay to the Administrative Agent, for the ratable account of each of the applicable Amendment No. 8 Term Lenders, (I) in the case of clause (x), a premium of 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans so prepaid, repaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans that are the subject of such Repricing Transaction outstanding immediately prior to such amendment. If, on or prior to the date that is six months after the Amendment No. 8 Effective Date, all or any portion of the Amendment No. 8 Term Loans held by any Term Lender are prepaid, repaid, refinanced, substituted or replaced pursuant to ‎Section 2.19(b)(iv) as a result of, or in connection with, such Term Lender not agreeing or otherwise consenting to any waiver, consent, modification or amendment referred to in clause (y) above (or otherwise in connection with a Repricing Transaction), such prepayment, repayment, refinancing, substitution or replacement will be made at 101% of the principal amount so prepaid, repaid, refinanced, substituted or replaced. All such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction. (g) Unless otherwise indicated herein, all computations of fees shall be made on the basis of a 360-day year and shall be payable for the actual days elapsed (including the first day but excluding the last day). Each determination by the Administrative Agent of the amount of any fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Fees. (a) Each applicable The Borrower agrees to pay to each Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and such Administrative Agent. (b) [Reserved.] (c) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a commitment fee, which shall accrue at a the rate equal to the Commitment Fee Rate of 0.50% per annum applicable to the Revolving Credit Commitment of such Class on the average daily unused amount of the Unused Revolving Credit Commitment of such Class of such Revolving Lender during the period from and including the Closing Revolving Availability Date to but excluding the date on which such L▇▇▇▇▇’s the Revolving Credit Commitments of such Class terminate. Accrued commitment fees shall be payable in arrears no later than 15 calendar days after on the third Business Day following the last day of each March, June, September and December for the quarterly period then ended (commencing on September 30, 2017, but in the case of the payment made on September 30, 2017, for the period from the Closing Date to such date) each year and on the date on which the Revolving Credit Commitments terminate, commencing on the first such date to occur after the Revolving Availability Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the applicable Class terminateactual number of days elapsed (including the first day but excluding the last day). For purposes of calculating the computing commitment fees onlyfees, no portion a Revolving Commitment of the Revolving Credit Commitments a Lender shall be deemed utilized as a result to be used to the extent of the outstanding Swingline LoansRevolving Loans and LC Exposure of such Lender. (bd) Each applicable The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a participation fee with respect to its participation participations in each Letter Letters of Credit, which shall accrue at the Applicable Rate used to determine the interest rate applicable to Adjusted Term SOFR Rate Eurodollar Revolving Loans on the daily face amount of such Lender’s 's LC Exposure attributable to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements), ) during the period from and including the Closing Revolving Availability Date to and including the later of the date on which such Lender's Revolving Lender’s Revolving Credit Commitment of such Class terminates and the date on which such Revolving Lender ceases to have any LC Exposure related to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (including any such Letter of Credit Exposure that may exist following the termination of such Revolving Credit Commitments) and (ii) to each Issuing Bank, for its own account, Bank a fronting fee, in respect which shall accrue at the rate of each Letter 0.25% per annum on the daily amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank for (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Revolving Availability Date to and including the later of the date of issuance termination of such Letter of Credit to the expiration date of such Letter of Credit (or if terminated on an earlier date, to the termination date of such Letter of Credit), computed at a rate equal to the rate agreed by such Issuing Bank Revolving Commitments and the applicable Borrowers (but in date on which there ceases to be any event not to exceed 0.125% per annum) of the daily face amount of such Letter of CreditLC Exposure, as well as such Issuing Bank’s reasonable and customary 's standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued to but excluding through and including the last Business Day day of each March, June, September and December of each year shall be payable in arrears for on the quarterly period then ended (orthird Business Day following such last day, in commencing on the case of the payment made on September 30, 2017, for the period from the Closing Date first such date to such date) no later than 15 calendar days occur after the last day of such calendar quarterRevolving Availability Date; provided that all such fees shall be payable on the date on which the Revolving Credit Commitments of the applicable Class terminate, terminate and any such fees accruing after the date on which the Revolving Credit Commitments of the applicable Class terminate shall be payable on demand. Any other fees payable to any an Issuing Bank pursuant to this paragraph shall be payable within 30 10 days after receipt of a written demand (accompanied by reasonable back-up documentation) therefor. (c) [Reserved]. (d) Each Borrower agrees to pay to the Administrative Agent, for its own account, the fees in the amounts and at the times separately agreed upon by the Borrowers and the Administrative Agent in writing. (e) demand. All fees payable hereunder shall be paid on the dates due, in Dollars and in immediately available funds, to the Administrative Agent (or to the applicable Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment participation fees and participation fees, to the Revolving Lenders. Fees paid shall not be refundable under any circumstances except as otherwise provided in the Fee Letter. Fees payable hereunder shall accrue through and including the last day of the month immediately preceding the applicable fee payment date. (f) In the event that, on or prior to the date that is six months after the Amendment No. 8 Effective Date, a Borrower (x) prepays, repays, refinances, substitutes or replaces any Amendment No. 8 Term Loans in connection with a Repricing Transaction (including, for the avoidance of doubt, any prepayment made pursuant to ‎Section 2.11(b)(iii) that constitutes a Repricing Transaction) or (y) effects any amendment, modification or waiver of, or consent under, this Agreement resulting in a Repricing Transaction, the Borrower of the Amendment No. 8 Term Loans shall pay to the Administrative Agent, for the ratable account of each of the applicable Amendment No. 8 Term Lenders, (I) in the case of clause (x), a premium of 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans so prepaid, repaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans that are the subject of such Repricing Transaction outstanding immediately prior to such amendment. If, on or prior to the date that is six months after the Amendment No. 8 Effective Date, all or any portion of the Amendment No. 8 Term Loans held by any Term Lender are prepaid, repaid, refinanced, substituted or replaced pursuant to ‎Section 2.19(b)(iv) as a result of, or in connection with, such Term Lender not agreeing or otherwise consenting to any waiver, consent, modification or amendment referred to in clause (y) above (or otherwise in connection with a Repricing Transaction), such prepayment, repayment, refinancing, substitution or replacement will be made at 101% of the principal amount so prepaid, repaid, refinanced, substituted or replaced. All such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction. (g) Unless otherwise indicated herein, all computations of fronting fees shall be made computed on the basis of a 360-day year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Each determination by . (e) Notwithstanding the Administrative Agent of foregoing, and subject to Section 2.21, the amount of Borrower shall not be obligated to pay any fee hereunder shall be conclusive and binding for all purposes, absent manifest erroramounts to any Defaulting Lender pursuant to this Section 2.10.

Fees. (a) Each applicable The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a commitment fee, which shall accrue at a rate equal to the “Commitment Fee Rate” specified in the definition of Applicable Rate per annum applicable to the Revolving Credit Commitment of such Class on the average daily amount of the Unused Available Revolving Credit Commitment of such Class of such Revolving Lender during the period from and including the Closing Funding Date to but excluding the date on which such L▇▇▇▇▇’s Revolving Credit Commitments of such Class terminateCommitment terminates. Accrued commitment Commitment fees shall be payable in arrears no later than 15 calendar days after accrued through and including the last day of each March, June, September and December for of each year shall be payable in arrears on the quarterly period then ended fifteenth (commencing on September 30, 2017, but in the case of the payment made on September 30, 2017, for the period from the Closing Date to 15th) day following such date) last day and on the date on which the Revolving Credit Commitments of terminate, commencing on the applicable Class terminate. For purposes of calculating first such date to occur after the date hereof; provided that, any commitment fees only, no portion of accruing after the date on which the Revolving Credit Commitments terminate shall be deemed utilized as payable on demand. All commitment fees shall be computed on the basis of a result year of outstanding Swingline Loans360 days and shall be payable for the actual number of days elapsed (including the first day and the last day of each period but excluding the date on which the Revolving Commitments terminate). (b) Each applicable The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a participation fee with respect to its participation participations in each outstanding Letter of Credit, which shall accrue on the daily maximum stated amount then available to be drawn under such Letter of Credit at the same Applicable Rate used to determine the interest rate applicable to Adjusted Term SOFR Rate Benchmark Revolving Loans on the daily face amount of such Lender’s LC Exposure attributable to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements)Loans, during the period from and including the Closing Funding Date to but excluding the later of the date on which such Revolving Lender’s Revolving Credit Commitment of such Class terminates and the date on which such Revolving Lender ceases to have any LC Exposure related to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (including any such Letter of Credit Exposure that may exist following the termination of such Revolving Credit Commitments) and (ii) to each Issuing Bank, Bank for its own account, account a fronting fee, in respect which shall accrue at the rate of each 0.125 % per annum on the daily maximum stated amount then available to be drawn under such outstanding Letter of Credit issued by such Issuing Bank for Credit, during the period from and including the Funding Date to but excluding the later of the date of issuance termination of such Letter of Credit to the expiration date of such Letter of Credit (or if terminated on an earlier date, to the termination date of such Letter of Credit), computed at a rate equal to the rate agreed by such Issuing Bank Revolving Commitments and the applicable Borrowers (but in date on which there ceases to be any event not to exceed 0.125% per annum) of the daily face amount of such Letter of CreditLC Exposure, as well as such Issuing Bank’s reasonable and customary standard fees with respect to the issuance, amendment, renewal amendment or extension of any Letter of Credit or and other processing fees, and other standard costs and charges, of drawings thereundersuch Issuing Bank relating to the Letters of Credit as from time to time in effect. Participation fees and fronting fees accrued to but excluding through and including the last Business Day day of each March, June, September and December of each year shall be payable in arrears for on the quarterly period then ended fifteenth (or15th) day following such last day, in commencing on the case of the payment made on September 30, 2017, for the period from the Closing Date first such date to such date) no later than 15 calendar days occur after the last day of such calendar quarterdate hereof; provided that that, all such fees shall be payable on the date on which the Revolving Credit Commitments of the applicable Class terminate, terminate and any such fees accruing after the date on which the Revolving Credit Commitments of the applicable Class terminate shall be payable on demand. Any other fees payable to any an Issuing Bank pursuant to this paragraph shall be payable within 30 ten (10) days after receipt demand. All participation fees and fronting fees shall be computed on the basis of a written demand year of 360 days and shall be payable for the actual number of days elapsed (accompanied by reasonable back-up documentation) thereforincluding the first day but excluding the last day). (c) [Reserved]. (d) Each The Borrower agrees to pay to the Administrative Agent, for its own account, the fees payable in the amounts and at the times separately agreed upon by between the Borrowers Borrower and the Administrative Agent in writingAgent. (ed) All fees payable hereunder shall be paid on the dates due, in Dollars and in immediately available funds, to the Administrative Agent (or to the applicable relevant Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving applicable Lenders. Fees paid shall not be refundable under any circumstances except as otherwise provided in the Fee Letter. Fees payable hereunder shall accrue through and including the last day of the month immediately preceding the applicable fee payment datecircumstances. (f) In the event that, on or prior to the date that is six months after the Amendment No. 8 Effective Date, a Borrower (x) prepays, repays, refinances, substitutes or replaces any Amendment No. 8 Term Loans in connection with a Repricing Transaction (including, for the avoidance of doubt, any prepayment made pursuant to ‎Section 2.11(b)(iii) that constitutes a Repricing Transaction) or (y) effects any amendment, modification or waiver of, or consent under, this Agreement resulting in a Repricing Transaction, the Borrower of the Amendment No. 8 Term Loans shall pay to the Administrative Agent, for the ratable account of each of the applicable Amendment No. 8 Term Lenders, (I) in the case of clause (x), a premium of 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans so prepaid, repaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans that are the subject of such Repricing Transaction outstanding immediately prior to such amendment. If, on or prior to the date that is six months after the Amendment No. 8 Effective Date, all or any portion of the Amendment No. 8 Term Loans held by any Term Lender are prepaid, repaid, refinanced, substituted or replaced pursuant to ‎Section 2.19(b)(iv) as a result of, or in connection with, such Term Lender not agreeing or otherwise consenting to any waiver, consent, modification or amendment referred to in clause (y) above (or otherwise in connection with a Repricing Transaction), such prepayment, repayment, refinancing, substitution or replacement will be made at 101% of the principal amount so prepaid, repaid, refinanced, substituted or replaced. All such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction. (g) Unless otherwise indicated herein, all computations of fees shall be made on the basis of a 360-day year and shall be payable for the actual days elapsed (including the first day but excluding the last day). Each determination by the Administrative Agent of the amount of any fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Fees. (a) Each applicable Borrower Finance agrees to pay to the Administrative Agent in dollars for the account of each Initial Revolving Lender of any Class (other than any Defaulting Lender) a commitment fee, which shall accrue at a the rate equal to the Commitment Fee Rate of 0.25% per annum applicable to the Revolving Credit Commitment of such Class on the average daily unused amount of the Unused Initial Revolving Credit Commitment of such Class of such Revolving Lender during the period from and including the Closing Effective Date to but excluding the date on which such L▇▇▇▇▇’s the Initial Revolving Credit Commitments of such Class terminate. Accrued commitment fees shall be payable in arrears no later than 15 calendar days after on the third Business Day following the last day of each March, June, September and December for the quarterly period then ended (commencing on September 30, 2017, but in the case of the payment made on September 30, 2017, for the period from the Closing Date to such date) each year and on the date on which the Initial Revolving Credit Commitments terminate, commencing on the first such date to occur after the Effective Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the applicable Class terminateactual number of days elapsed (including the first day but excluding the last day). For purposes of calculating computing commitment fees, an Initial Revolving Commitment of a Lender shall be deemed to be used to the commitment fees only, no portion extent of the outstanding Initial Revolving Credit Loans and LC Exposure attributable to the Initial Revolving Commitments of such Lender (and the Swingline Exposure of such Lender attributable to the Initial Revolving Commitments shall be deemed utilized as a result of outstanding Swingline Loansdisregarded for such purpose). (b) Each The applicable Co-Borrower agrees to pay (i) to the Administrative Agent in dollars for the account of each Initial Revolving Lender of any Class (other than any Defaulting Lender) a participation fee with respect to its participation participations in each Letter Letters of Credit, which shall accrue at the Applicable Rate used to determine the interest rate applicable to Adjusted Term SOFR Rate Initial Revolving Loans that are Eurodollar Revolving Loans on the daily face amount of such Lender’s LC Exposure attributable to its the Initial Revolving Commitments for Letters of Credit Commitment for the account of such Class in respect of such Letter of Credit Co-Borrower (excluding any portion thereof attributable to unreimbursed LC Disbursements)Disbursements but taking into account the maximum amount available to be drawn under all outstanding Letters of Credit, whether or not such maximum amount is then in effect) during the period from and including the Closing Effective Date to and including the later of the date on which such Revolving Lender’s Initial Revolving Credit Commitment of such Class terminates and the date on which such Revolving Lender ceases to have any LC Exposure related attributable to its the Initial Revolving Credit Commitment of such Class in respect of such Letter of Credit (including any such Letter of Credit Exposure that may exist following the termination of such Revolving Credit Commitments) Commitments and (ii) to each Issuing Bank, for its own account, Bank in dollars a fronting fee, in respect which shall accrue at a rate of each Letter 0.125% per annum on the daily amount of the LC Exposure, attributable to Letters of Credit issued by such Issuing Bank for the account of such Co-Borrower (excluding any portion thereof attributable to unreimbursed LC Disbursements but taking into account the maximum amount available to be drawn under all outstanding Letters of Credit, whether or not such maximum amount is then in effect) during the period from and including the Effective Date to and including the later of the date of issuance termination of such Letter of Credit to all the expiration date of such Letter of Credit (or if terminated on an earlier date, to the termination date of such Letter of Credit), computed at a rate equal to the rate agreed by such Issuing Bank Revolving Commitments and the applicable Borrowers (but in date on which there ceases to be any event not to exceed 0.125% per annum) of the daily face amount of such Letter of CreditLC Exposure, as well as such Issuing Bank’s reasonable and customary standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued to but excluding through and including the last Business Day day of each March, June, September and December of each year shall be payable in arrears for on the quarterly period then ended (or, in the case of the payment made on September 30, 2017, for the period from the Closing Date to such date) no later than 15 calendar days after third Business Day following the last day of March, June, September and December, respectively, commencing on the first such calendar quarterdate to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Initial Revolving Credit Commitments (in the case of participation fees) or all the applicable Class terminate, Revolving Commitments (in the case of fronting fees) terminate and any such fees accruing after the date on which the Initial Revolving Credit Commitments (in the case of participation fees) or all the applicable Class Revolving Commitments (in the case of fronting fees) terminate shall be payable on demand. Any other fees payable to any an Issuing Bank pursuant to this paragraph shall be payable within 30 10 days after receipt demand. All participation fees and fronting fees shall be computed on the basis of a written demand year of 360 days and shall be payable for the actual number of days elapsed (accompanied by reasonable back-up documentation) thereforincluding the first day but excluding the last day). (c) [Reserved]. (d) Each Borrower Holdings agrees to pay to the Administrative Agent, for its own account, the fees payable in the amounts and at the times separately agreed upon by between Holdings or any of the Borrowers Co-Borrowers, on the one hand, and the Administrative Agent in writingAgent, on the other hand. (d) [Reserved]. (e) All fees payable hereunder Notwithstanding the foregoing, and subject to Section 2.22, none of the Co-Borrowers shall be paid on the dates due, in Dollars and in immediately available funds, obligated to the Administrative Agent (or pay any amounts to the applicable Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders. Fees paid shall not be refundable under any circumstances except as otherwise provided in the Fee Letter. Fees payable hereunder shall accrue through and including the last day of the month immediately preceding the applicable fee payment date. (f) In the event that, on or prior to the date that is six months after the Amendment No. 8 Effective Date, a Borrower (x) prepays, repays, refinances, substitutes or replaces any Amendment No. 8 Term Loans in connection with a Repricing Transaction (including, for the avoidance of doubt, any prepayment made Defaulting Lender pursuant to ‎Section 2.11(b)(iii) that constitutes a Repricing Transaction) or (y) effects any amendment, modification or waiver of, or consent under, this Agreement resulting in a Repricing Transaction, the Borrower of the Amendment No. 8 Term Loans shall pay to the Administrative Agent, for the ratable account of each of the applicable Amendment No. 8 Term Lenders, (I) in the case of clause (x), a premium of 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans so prepaid, repaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans that are the subject of such Repricing Transaction outstanding immediately prior to such amendment. If, on or prior to the date that is six months after the Amendment No. 8 Effective Date, all or any portion of the Amendment No. 8 Term Loans held by any Term Lender are prepaid, repaid, refinanced, substituted or replaced pursuant to ‎Section 2.19(b)(iv) as a result of, or in connection with, such Term Lender not agreeing or otherwise consenting to any waiver, consent, modification or amendment referred to in clause (y) above (or otherwise in connection with a Repricing Transaction), such prepayment, repayment, refinancing, substitution or replacement will be made at 101% of the principal amount so prepaid, repaid, refinanced, substituted or replaced. All such amounts shall be due and payable on the date of effectiveness of such Repricing TransactionSection 2.12. (g) Unless otherwise indicated herein, all computations of fees shall be made on the basis of a 360-day year and shall be payable for the actual days elapsed (including the first day but excluding the last day). Each determination by the Administrative Agent of the amount of any fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Fees. (a) Each applicable The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a commitment fee, which shall accrue at a rate equal to the Commitment Fee Applicable Rate per annum applicable to the Revolving Credit Commitment of such Class on the average daily unused amount of the Unused each Revolving Credit Commitment of such Class of such Revolving Lender during the period from and including the Closing Effective Date to but excluding the date on which such L▇▇▇▇▇’s Revolving Credit Commitments of such Class terminateCommitment terminates. Accrued commitment fees shall be payable in arrears no later than 15 calendar days after on the last day of each March, June, September and December for the quarterly period then ended (commencing on September 30, 2017, but in the case of the payment made on September 30, 2017, for the period from the Closing Date to such date) each year and on the date on which the Revolving Credit Commitments terminate, commencing on the first such date to occur after the date hereof. Commitment fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and shall be payable for the applicable Class terminateactual number of days elapsed (including the first day but excluding the last day). For purposes of calculating the computing commitment fees onlyfees, no portion a Revolving Commitment of the Revolving Credit Commitments a Lender shall be deemed utilized as a result to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline LoansExposure of such Lender shall be disregarded for such purpose). (b) Each applicable The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a participation fee with respect to its participation participations in each Letter Letters of Credit, which shall accrue at the same Applicable Rate used to determine the as interest rate applicable to Adjusted Term SOFR Rate on Eurodollar Revolving Loans on the average daily face amount of such Lender’s 's LC Exposure attributable to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements), ) during the period from and including the Closing Effective Date to but excluding the later of the date on which such Lender's Revolving Lender’s Revolving Credit Commitment of such Class terminates and the date on which such Revolving Lender ceases to have any LC Exposure related to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (including any such Letter of Credit Exposure that may exist following the termination of such Revolving Credit Commitments) Exposure, and (ii) to each the Issuing Bank, for its own account, Lender a fronting fee, in respect which shall accrue at the rate of each Letter 0.20% per annum on the average daily amount of Credit issued by such Issuing Bank for the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of issuance termination of such Letter of Credit to the expiration date of such Letter of Credit (or if terminated on an earlier date, to the termination date of such Letter of Credit), computed at a rate equal to the rate agreed by such Issuing Bank Revolving Commitments and the applicable Borrowers (but in date on which there ceases to be any event not to exceed 0.125% per annum) of the daily face amount of such Letter of CreditLC Exposure, as well as such the Issuing Bank’s reasonable and customary Lender's standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued to but excluding through and including the last Business Day day of each March, June, September and December of each year shall be payable in arrears for on the quarterly period then ended (orthird Business Day following such last day, in commencing on the case of the payment made on September 30, 2017, for the period from the Closing Date first such date to such date) no later than 15 calendar days occur after the last day of such calendar quarterEffective Date; provided that all such fees shall be payable on the date on which the Revolving Credit Commitments of the applicable Class terminate, terminate and any such fees accruing after the date on which the Revolving Credit Commitments of the applicable Class terminate shall be payable on demand. Any other fees payable to any the Issuing Bank Lender pursuant to this paragraph shall be payable within 30 10 days after receipt demand. All participation fees and fronting fees shall be computed on the basis of a written demand year of 360 days and shall be payable for the actual number of days elapsed (accompanied by reasonable back-up documentation) thereforincluding the first day but excluding the last day). (c) [Reserved]. (d) Each The Borrower agrees to pay to the Administrative Agent, for its own account, the fees payable in the amounts and at the times separately agreed upon by between the Borrowers Borrower and the Administrative Agent in writingAgent. (ed) All fees payable hereunder shall be paid on the dates due, in Dollars and in immediately available funds, to the Administrative Agent (or to the applicable Issuing BankLender, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving LendersLenders entitled thereto. Fees paid shall not be refundable under any circumstances except as otherwise provided in the Fee Letter. Fees payable hereunder shall accrue through and including the last day of the month immediately preceding the applicable fee payment datecircumstances. (f) In the event that, on or prior to the date that is six months after the Amendment No. 8 Effective Date, a Borrower (x) prepays, repays, refinances, substitutes or replaces any Amendment No. 8 Term Loans in connection with a Repricing Transaction (including, for the avoidance of doubt, any prepayment made pursuant to ‎Section 2.11(b)(iii) that constitutes a Repricing Transaction) or (y) effects any amendment, modification or waiver of, or consent under, this Agreement resulting in a Repricing Transaction, the Borrower of the Amendment No. 8 Term Loans shall pay to the Administrative Agent, for the ratable account of each of the applicable Amendment No. 8 Term Lenders, (I) in the case of clause (x), a premium of 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans so prepaid, repaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans that are the subject of such Repricing Transaction outstanding immediately prior to such amendment. If, on or prior to the date that is six months after the Amendment No. 8 Effective Date, all or any portion of the Amendment No. 8 Term Loans held by any Term Lender are prepaid, repaid, refinanced, substituted or replaced pursuant to ‎Section 2.19(b)(iv) as a result of, or in connection with, such Term Lender not agreeing or otherwise consenting to any waiver, consent, modification or amendment referred to in clause (y) above (or otherwise in connection with a Repricing Transaction), such prepayment, repayment, refinancing, substitution or replacement will be made at 101% of the principal amount so prepaid, repaid, refinanced, substituted or replaced. All such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction. (g) Unless otherwise indicated herein, all computations of fees shall be made on the basis of a 360-day year and shall be payable for the actual days elapsed (including the first day but excluding the last day). Each determination by the Administrative Agent of the amount of any fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Fees. (a) Each applicable The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a commitment fee, which shall accrue at a rate equal to the Commitment Fee Applicable Rate per annum applicable to the Revolving Credit Commitment of such Class on the average daily amount of the Unused undrawn portion of the Revolving Credit Commitment of such Class of such Revolving Lender during the period from and including the Closing Effective Date to but excluding the date on which such L▇▇▇▇▇’s the Lenders’ Revolving Credit Commitments of such Class terminate. Accrued commitment fees shall be payable in arrears no later than 15 calendar days after on the last day Business Day of each March, June, September and December for the quarterly period then ended (commencing on September 30, 2017, but in the case of the payment made on September 30, 2017, for the period from the Closing Date to such date) each year and on the date on which the Revolving Credit Commitments terminate, commencing on the last Business Day of June, 2014. All commitment fees shall be computed on the applicable Class terminatebasis of a 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 calculating the computing commitment fees onlywith respect to Commitments, no portion a Commitment of the Revolving Credit Commitments a Lender shall be deemed utilized as a result to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline LoansExposure of such Lender shall be disregarded for such purpose). (b) Each applicable The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a participation fee with respect to its participation participations in each Letter Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Adjusted Term SOFR Rate Eurodollar Revolving Loans on the daily face amount of such Lender’s LC Exposure attributable to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements), ) during the period from and including the Closing Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Credit Commitment of such Class terminates and the date on which such Revolving Lender ceases to have any LC Exposure related to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (including any such Letter of Credit Exposure that may exist following the termination of such Revolving Credit Commitments) Exposure, and (ii) to each the Issuing Bank, for its own account, Bank a fronting fee, in respect which shall accrue at the rate of each Letter 0.125% per annum (or such lesser fee as shall be acceptable to the Issuing Bank) on the daily amount of the LC Exposure attributable to Letters of Credit issued by such the Issuing Bank for (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of issuance termination of such Letter of Credit to the expiration date of such Letter of Credit (or if terminated on an earlier date, to the termination date of such Letter of Credit), computed at a rate equal to the rate agreed by such Issuing Bank Commitments and the applicable Borrowers (but in date on which there ceases to be any event not to exceed 0.125% per annum) of the daily face amount of such Letter of CreditLC Exposure, as well as such the Issuing Bank’s reasonable standard fees and customary fees commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued to but excluding through and including the last Business Day day of each March, June, September and December of each year shall be payable in arrears for on the quarterly period then ended (orthird Business Day following such last day, in the case of the payment made commencing on September 30, 2017, for the period from the Closing Date to such date) no later than 15 calendar days after the last day Business Day of such calendar quarterMarch, 2013; provided that all such fees shall be payable on the date on which the Revolving Credit Commitments of the applicable Class terminate, terminate and any such fees accruing after the date on which the Revolving Credit Commitments of the applicable Class terminate shall be payable on demand. Any other fees payable to any the Issuing Bank pursuant to this paragraph shall be payable within 30 10 days after receipt demand. All participation fees and fronting fees shall be computed on the basis of a written demand year of 360 days and shall be payable for the actual number of days elapsed (accompanied by reasonable back-up documentation) thereforincluding the first day but excluding the last day). (c) [Reserved]. (d) Each The Borrower agrees to pay to the Administrative Agent, for its own account, the fees payable in the amounts and at the times separately agreed upon by between the Borrowers Borrower and the Administrative Agent in writingAgent. (ed) All fees payable hereunder shall be paid on the dates due, in Dollars and in immediately available funds, to the Administrative Agent (or to the applicable Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving LendersLenders entitled thereto. Fees paid shall not be refundable under any circumstances except as otherwise provided in the Fee Letter. Fees payable hereunder shall accrue through and including the last day of the month immediately preceding the applicable fee payment datecircumstances. (f) In the event that, on or prior to the date that is six months after the Amendment No. 8 Effective Date, a Borrower (x) prepays, repays, refinances, substitutes or replaces any Amendment No. 8 Term Loans in connection with a Repricing Transaction (including, for the avoidance of doubt, any prepayment made pursuant to ‎Section 2.11(b)(iii) that constitutes a Repricing Transaction) or (y) effects any amendment, modification or waiver of, or consent under, this Agreement resulting in a Repricing Transaction, the Borrower of the Amendment No. 8 Term Loans shall pay to the Administrative Agent, for the ratable account of each of the applicable Amendment No. 8 Term Lenders, (I) in the case of clause (x), a premium of 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans so prepaid, repaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans that are the subject of such Repricing Transaction outstanding immediately prior to such amendment. If, on or prior to the date that is six months after the Amendment No. 8 Effective Date, all or any portion of the Amendment No. 8 Term Loans held by any Term Lender are prepaid, repaid, refinanced, substituted or replaced pursuant to ‎Section 2.19(b)(iv) as a result of, or in connection with, such Term Lender not agreeing or otherwise consenting to any waiver, consent, modification or amendment referred to in clause (y) above (or otherwise in connection with a Repricing Transaction), such prepayment, repayment, refinancing, substitution or replacement will be made at 101% of the principal amount so prepaid, repaid, refinanced, substituted or replaced. All such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction. (g) Unless otherwise indicated herein, all computations of fees shall be made on the basis of a 360-day year and shall be payable for the actual days elapsed (including the first day but excluding the last day). Each determination by the Administrative Agent of the amount of any fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Fees. (a) Each applicable The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a commitment fee, which shall accrue at a rate equal to the Commitment Fee Rate per annum applicable to the Revolving Credit Commitment of such Class on the average daily amount of the Unused Revolving Credit Commitment of such Class of such Revolving Lender during for the period from and including the Closing Funding Date to but excluding the date on which such L▇▇▇▇▇’s the Revolving Credit Commitments terminate (or are otherwise reduced to zero), a commitment fee which shall accrue at the Applicable Rate on the average daily unused amount of the aggregate Revolving Commitment of such Class terminateRevolving Lender. Accrued Such accrued commitment fees shall be payable in arrears no later than 15 calendar days after on the last day Business Day of each March, June, September and December for the quarterly period then ended (commencing on September 30, 2017, but in the case of the payment made on September 30, 2017, for the period from the Closing Date to such date) each year and on the date on which all the Revolving Credit Commitments of terminate, commencing on the applicable Class terminatefirst such date to occur after the Funding Date. For purposes of calculating the computing commitment fees onlyfees, no portion a Revolving Commitment of the Revolving Credit Commitments a Lender shall be deemed utilized as a result to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline LoansExposure of such Lender shall be disregarded for such purpose). (b) Each applicable The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a participation fee with respect to its participation participations in each Letter Letters of Credit, which shall accrue at the same Applicable Rate then used to determine the interest rate applicable to Adjusted Term SOFR Rate Eurocurrency Revolving Loans on the average daily face amount of such Lender’s aggregate LC Exposure attributable to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements), ) during the period from and including the Closing Funding Date to but excluding the later of the date on which all of such Revolving Lender’s Revolving Credit Commitment of such Class terminates Commitments terminate and the date on which such Revolving Lender ceases to have any LC Exposure related to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (including any such Letter of Credit Exposure that may exist following the termination of such Revolving Credit Commitments) and (ii) to each Issuing Bank, for its own account, Bank a fronting fee, in respect which shall accrue at a rate per annum equal to 0.125% on the average daily amount of each Letter the LC Exposure attributable to Letters of Credit issued by such Issuing Bank for (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Funding Date to but excluding the later of the date of issuance termination of such Letter of Credit to all the expiration date of such Letter of Credit (or if terminated on an earlier date, to the termination date of such Letter of Credit), computed at a rate equal to the rate agreed by such Issuing Bank Revolving Commitments and the applicable Borrowers (but in date on which there ceases to be any event not to exceed 0.125% per annum) of the daily face amount of such Letter of CreditLC Exposure, as well as such Issuing Bank’s reasonable and customary standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued to but excluding through and including the last Business Day day of each March, June, September and December of each year shall be payable in arrears for on the quarterly period then ended (orthird Business Day following such last day, in commencing on the case of the payment made on September 30, 2017, for the period from the Closing Date first such date to such date) no later than 15 calendar days occur after the last day of such calendar quarterFunding Date; provided that all such fees shall be payable on the date on which all the Revolving Credit Commitments of the applicable Class terminate, terminate and any such fees accruing after the date on which all the Revolving Credit Commitments of the applicable Class terminate shall be payable on demand. Any other fees payable to any an Issuing Bank pursuant to this paragraph shall be payable within 30 10 days after receipt of a written demand (accompanied by reasonable back-up documentation) therefordemand. (c) [Reserved]. (d) Each The Borrower agrees to pay to the Administrative Agent, for its own account, the fees payable in the amounts and at the times separately agreed upon by between the Borrowers Borrower and the Administrative Agent in writingAgent. (d) The Borrower agrees to pay to the Administrative Agent, for the account of each Lender, an upfront fee equal to a percentage to be mutually agreed by the Borrower and the Administrative Agent. The upfront fees payable pursuant to this Section 2.12(d) shall be payable on the Funding Date and shall be subject to the occurrence of the Funding Date. (e) If the Funding Date has not occurred prior to the date that is 60 days after the Effective Date (the “Ticking Fee Commencement Date”), then the Borrower agrees to pay to the Administrative Agent for the account of each Lender for the period from and including the Ticking Fee Commencement Date to but excluding the earlier of (i) the Funding Date and (ii) the date on which the Commitments terminate (or are otherwise reduced to zero) (such earlier date, the “Ticking Fee Payment Date”), a ticking fee which shall accrue at a rate per annum equal to 0.45% on the aggregate amount of the Commitments of such Lender. Such accrued ticking fees shall be payable in arrears on the Ticking Fee Payment Date. (f) All fees payable hereunder shall be paid on the dates due, in Dollars and in immediately available funds, to the Administrative Agent (or to the applicable Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving LendersLenders entitled thereto. Fees paid hereunder shall not be refundable under any circumstances except as otherwise provided in the Fee Letter. Fees payable hereunder shall accrue through and including the last day of the month immediately preceding the applicable fee payment date. (f) In the event that, on or prior to the date that is six months after the Amendment No. 8 Effective Date, a Borrower (x) prepays, repays, refinances, substitutes or replaces any Amendment No. 8 Term Loans in connection with a Repricing Transaction (including, for the avoidance of doubt, any prepayment made pursuant to ‎Section 2.11(b)(iii) that constitutes a Repricing Transaction) or (y) effects any amendment, modification or waiver of, or consent under, this Agreement resulting in a Repricing Transaction, the Borrower of the Amendment No. 8 Term Loans shall pay to the Administrative Agent, for the ratable account of each of the applicable Amendment No. 8 Term Lenders, (I) in the case of clause (x), a premium of 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans so prepaid, repaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans that are the subject of such Repricing Transaction outstanding immediately prior to such amendment. If, on or prior to the date that is six months after the Amendment No. 8 Effective Date, all or any portion of the Amendment No. 8 Term Loans held by any Term Lender are prepaid, repaid, refinanced, substituted or replaced pursuant to ‎Section 2.19(b)(iv) as a result of, or in connection with, such Term Lender not agreeing or otherwise consenting to any waiver, consent, modification or amendment referred to in clause (y) above (or otherwise in connection with a Repricing Transaction), such prepayment, repayment, refinancing, substitution or replacement will be made at 101% of the principal amount so prepaid, repaid, refinanced, substituted or replaced. All such amounts shall be due and payable on the date of effectiveness of such Repricing Transactioncircumstances. (g) Unless otherwise indicated hereinAll commitment fees, all computations of participation fees, fronting fees and ticking fees payable pursuant to this Section 2.12 shall be made computed on the basis of a 360-day year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Each determination by the Administrative Agent of the amount of any fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Fees. (a) Each applicable The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a commitment fee, which shall accrue at a rate equal to the Commitment Fee Applicable Rate per annum applicable to on the Revolving Credit daily unused amount of each Commitment of such Class on the average daily amount of the Unused Revolving Credit Commitment of such Class of such Revolving Lender for each day during the period from and including the Closing Date date hereof to but excluding the date on which such L▇▇▇▇▇’s Revolving Credit Commitments of such Class terminateCommitment terminates. Accrued commitment fees shall be payable in arrears no later than 15 calendar days after on the last day of each March, June, September and December for the quarterly period then ended (commencing on September 30, 2017, but in the case of the payment made on September 30, 2017, for the period from the Closing Date to such date) each year and on the date on which the Revolving Credit any Commitments of such Lender shall expire or terminate, commencing on the applicable Class terminatefirst such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of calculating the computing commitment fees onlywith respect to Revolving Commitments, no portion a Revolving Commitment of the Revolving Credit Commitments a Lender shall be deemed utilized as a result to be used to the extent of the outstanding Swingline LoansRevolving Exposure of such Lender. (b) Each applicable Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a participation fee with respect to its participation in each Letter of Credit, which shall accrue at the Applicable Rate used to determine the interest rate applicable to Adjusted Term SOFR Rate Revolving Loans on the daily face amount of such Lender’s LC Exposure attributable to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements), during the period from and including the Closing Date to the later of the date on which such Revolving Lender’s Revolving Credit Commitment of such Class terminates and the date on which such Revolving Lender ceases to have any LC Exposure related to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (including any such Letter of Credit Exposure that may exist following the termination of such Revolving Credit Commitments) and (ii) to each Issuing Bank, for its own account, a fronting fee, in respect of each Letter of Credit issued by such Issuing Bank for the period from the date of issuance of such Letter of Credit to the expiration date of such Letter of Credit (or if terminated on an earlier date, to the termination date of such Letter of Credit), computed at a rate equal to the rate agreed by such Issuing Bank and the applicable Borrowers (but in any event not to exceed 0.125% per annum) of the daily face amount of such Letter of Credit, as well as such Issuing Bank’s reasonable and customary fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued to but excluding the last Business Day of each March, June, September and December shall be payable in arrears for the quarterly period then ended (or, in the case of the payment made on September 30, 2017, for the period from the Closing Date to such date) no later than 15 calendar days after the last day of such calendar quarter; provided that all such fees shall be payable on the date on which the Revolving Credit Commitments of the applicable Class terminate, and any such fees accruing after the date on which the Revolving Credit Commitments of the applicable Class terminate shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this paragraph shall be payable within 30 days after receipt of a written demand (accompanied by reasonable back-up documentation) therefor. (c) [Reserved]. (d) Each The Borrower agrees to pay to the Administrative Agent, for its own account, the fees payable in the amounts and at the times separately agreed upon by between the Borrowers Borrower and the Administrative Agent in writingAgent. (ec) The Borrower agrees to pay (i) to each Revolving 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 Commitment of such Lender shall be terminated as provided herein, a fee (an "L/C Participation Fee") calculated on such Lender's Pro Rata Percentage of the actual daily aggregate L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) for each day during the preceding quarter (or shorter period commencing with the date hereof or ending with the Revolving Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Commitments of all Lenders shall have been terminated) at a rate per annum equal to the Applicable Margin for Eurodollar Borrowings and (ii) to the Issuing Bank with respect to each Letter of Credit a fronting fee of one quarter of one percent per annum along with the standard issuance and drawing fees specified from time to time by such Issuing Bank (the "Issuing Bank Fees"). All L/C Participation Fees and Issuing Bank Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (d) All fees payable hereunder shall be paid on the dates due, in Dollars and in immediately available funds, to the Administrative Agent (or to the applicable Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving LendersLenders entitled thereto, except that the Issuing Bank Fees shall be paid directly to the Issuing Bank. Fees paid shall not be refundable under any circumstances except as otherwise provided in the Fee Letter. Fees payable hereunder shall accrue through and including the last day of the month immediately preceding the applicable fee payment datecircumstances. (fe) In The Borrower agrees to pay to each Lender that executes and delivers a signature page to this Amended and Restated Credit Agreement to the event that, Administrative Agent (or its counsel) on or prior to October 2, 2000 an amendment fee in an amount equal to 0.20% of the sum of such Lender's Revolving Exposure, outstanding Term Loans and unused Commitments, in each case as of the date the condition in Section 4.03(a) is first satisfied; provided that is six months after the Amendment No. 8 Effective Date, a Borrower (x) prepays, repays, refinances, substitutes or replaces any Amendment No. 8 Term Loans in connection with a Repricing Transaction (including, for the avoidance of doubt, any prepayment made pursuant to ‎Section 2.11(b)(iii) that constitutes a Repricing Transaction) or (y) effects any amendment, modification or waiver of, or consent under, this Agreement resulting in a Repricing Transaction, the Borrower shall have no liability for such amendment fee if the condition in Section 4.03(a) is not satisfied. Such amendment fee shall be payable (i) on the date the condition in Section 4.03(a) is first satisfied, to each Lender entitled to receive such fee as of the Amendment No. 8 Term Loans shall pay to the Administrative Agent, for the ratable account of each of the applicable Amendment No. 8 Term Lenders, such date and (Iii) in the case of clause (x), a premium of 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans so prepaid, repaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans any Lender that are the subject of such Repricing Transaction outstanding immediately prior becomes entitled to such amendment. Iffee after such date, on or prior within two Business Days after such Lender becomes entitled to the date that is six months after the Amendment No. 8 Effective Date, all or any portion of the Amendment No. 8 Term Loans held by any Term Lender are prepaid, repaid, refinanced, substituted or replaced pursuant to ‎Section 2.19(b)(iv) as a result of, or in connection with, such Term Lender not agreeing or otherwise consenting to any waiver, consent, modification or amendment referred to in clause (y) above (or otherwise in connection with a Repricing Transaction), such prepayment, repayment, refinancing, substitution or replacement will be made at 101% of the principal amount so prepaid, repaid, refinanced, substituted or replaced. All such amounts shall be due and payable on the date of effectiveness of such Repricing Transactionfee. (g) Unless otherwise indicated herein, all computations of fees shall be made on the basis of a 360-day year and shall be payable for the actual days elapsed (including the first day but excluding the last day). Each determination by the Administrative Agent of the amount of any fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Fees. (a) Each applicable Borrower agrees The Borrowers agree to pay to the Administrative Agent for the account of each Revolving Lender of any Class (other than any a Defaulting Lender) a commitment fee, which shall accrue at a rate equal to the Commitment Fee Rate per annum applicable to the Revolving Credit Commitment of such Class on the average daily amount of the Unused Revolving Credit Commitment of such Class of such Revolving Lender during the period from and including the Closing Date to the date on which such L▇▇▇▇▇Lender’s Revolving Credit Commitments of such Class terminate. Accrued commitment fees shall be payable in arrears no later than 15 calendar days after on the last day of each March, June, September and December for the quarterly period then ended (commencing on September 30, 2017, but in the case of the payment made on September 30, 2017, for the period from the Closing Date to such date) and on the date on which the Revolving Credit Commitments of the applicable Class terminate. For purposes of calculating the commitment fees only, no portion of the Revolving Credit Commitments shall be deemed utilized as a result of outstanding Swingline Loans. (b) Each applicable Borrower agrees The Borrowers agree to pay (i) to the Administrative Agent for the account of each Revolving Lender of any Class (other than any a Defaulting Lender) a participation fee with respect to its participation participations in each Letter Standby Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Adjusted Term SOFR LIBO Rate Revolving Loans on the daily face amount of such Lender’s LC Exposure in respect of Standby Letters of Credit (excluding any portion thereof attributable to its unreimbursed LC Disbursements), during the period from and including the Closing Date through the later of the date on which such Revolving Lender’s Revolving Credit Commitment of terminates and the date on which such Class Revolving Lender ceases to have any LC Exposure in respect of Standby Letters of Credit, (ii) to the Administrative Agent for the account of each Revolving Lender (other than a Defaulting Lender) a participation fee with respect to its participations in Commercial Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to LIBO Rate Revolving Loans, on the daily face amount of such Letter Lender’s LC Exposure in respect of Commercial Letters of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements), during the period from and including the Closing Date to the later of the date on which such Revolving Lender’s Revolving Credit Commitment of such Class terminates and the date on which such Revolving Lender ceases to have any LC Exposure related to its Revolving Credit Commitment of such Class in respect of such Letter Commercial Letters of Credit (including any such Letter of Credit Exposure that may exist following the termination of such Revolving Credit Commitments) Credit, and (iiiii) to each Issuing Bank, for its own account, a fronting fee, in respect of each Letter of Credit issued by such Issuing Bank for the period from the date of issuance of such Letter of Credit to the expiration date of such Letter of Credit (or if terminated on an earlier date, to the termination date of such Letter of Credit), computed at a rate equal to the 0.125% per annum (or such other rate not to exceed 0.125% per annum as may be agreed to by such Issuing Bank and the applicable Borrowers (but in any event not to exceed 0.125% per annumBorrower Representative) of the daily face amount of such Letter of Credit, as well as such Issuing Bank’s reasonable and customary standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued to but excluding the last Business Day day of each March, June, September and December shall be payable in arrears for the quarterly period then ended (or, in the case of the payment made on September 30, 2017, for the period from the Closing Date to such date) no later than 15 calendar days after the last day of such calendar quarter; provided that all such fees shall be payable on the date on which the Revolving Credit Commitments of the applicable Class terminate, terminate and any such fees accruing after the date on which the Revolving Credit Commitments of the applicable Class terminate shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this paragraph shall be payable within 30 days after receipt of a written demand (accompanied by reasonable back-up documentation) documentation therefor). (c) [Reserved]. (d) Each Borrower agrees The Borrowers agree to pay to the Administrative Agent, for its own account, the fees set forth in the Fee Letter, payable in the amounts and at the times specified therein or as so otherwise agreed upon by the Borrower Representative and the Administrative Agent, or such agency fees as may otherwise be separately agreed upon by the Borrowers Borrower Representative and the Administrative Agent in writing. (ed) All fees payable hereunder shall be paid on the dates due, in Dollars and in immediately available funds, to the Administrative Agent (or to the applicable Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders. Fees paid shall not be refundable under any circumstances except as otherwise provided in the Fee Letter. Fees payable hereunder shall accrue through and including the last day of the month immediately preceding the applicable fee payment date. (fe) In the event that, on or prior to the date that is six months after the ClosingThird Amendment No. 8 Effective Date, a Borrower the Borrowers (x) prepaysprepay, repaysrepay, refinancesrefinance, substitutes substitute or replaces replace any Amendment No. 8 Term B Loans in connection with a Repricing Transaction (including, for the avoidance of doubt, any prepayment made pursuant to ‎Section Section 2.11(b)(iii) that constitutes a Repricing Transaction) ), or (y) effects effect any amendment, waiver or other modification or waiver of, or consent under, this Agreement resulting in a Repricing Transaction, the Borrower of the Amendment No. 8 Term Loans Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Amendment No. 8 Term LendersLenders (including, if applicable, any Non-Consenting Lender), (I) in the case of clause (x), a premium of 1.00% of the aggregate principal amount of the Amendment No. 8 Term B Loans so prepaid, repaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the Amendment No. 8 applicable Term B Loans that are the subject of such Repricing Transaction outstanding immediately prior to such amendmentso amended, modified or waived. If, on or prior to the date that is six months after the ClosingThird Amendment No. 8 Effective DateDate (and without duplication of the preceding sentence), all or any portion of the Amendment No. 8 Term B Loans held by any Term Lender are prepaid, repaid, refinanced, substituted or replaced pursuant to ‎Section 2.19(b)(iv) Section 2.18 as a result of, or in connection with, such Term Lender not agreeing or otherwise consenting to any waiver, consent, modification consent or amendment referred to in clause (y) above (or otherwise in connection with a Repricing Transaction), such prepayment, repayment, refinancing, substitution or replacement will be made at 101101.0% of the principal amount so prepaid, repaid, refinanced, substituted or replaced. All such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction. (gf) Unless otherwise indicated herein, all computations of fees shall be made on the basis of a 360-day year (or 365/366 days in the case of ABR Loans the interest payable on which is then based on the Prime Rate) and shall be payable for the actual days elapsed (including the first day but excluding the last day). Each determination by the Administrative Agent of the amount of any a fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Fees. (a) Each applicable The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a commitment fee, which shall accrue at a rate equal to the Commitment Fee Rate per annum applicable to the Revolving Credit Commitment of such Class on the average daily unused amount of the Unused Revolving Credit Commitment of such Class of such Revolving Lender during the period from and including the Closing Effective Date to but excluding the date on which such L▇▇▇▇▇’s the Revolving Credit Commitments of such Class terminate. Accrued commitment fees shall be payable in arrears no later than 15 calendar days after on the third Business Day following the last day of each March, June, September and December for the quarterly period then ended (commencing on September 30, 2017, but in the case of the payment made on September 30, 2017, for the period from the Closing Date to such date) each year and on the date on which the Revolving Credit Commitments terminate, commencing on the first such date to occur after the Effective Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the applicable Class terminateactual number of days elapsed (including the first day but excluding the last day). For purposes of calculating the computing commitment fees onlyfees, no portion a Global Revolving Commitment of the Revolving Credit Commitments a Lender shall be deemed utilized as a result to be used to the extent of the outstanding Global Revolving Loans and LC Exposure of such Lender (and the Swingline LoansExposure of such Lender shall be disregarded for such purpose). (b) Each applicable The Borrower agrees to pay (i) to the Administrative Agent for the account of each Global Revolving Lender of any Class (other than any Defaulting Lender) a participation fee with respect to its participation participations in each Letter Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Adjusted Term SOFR Rate Eurocurrency Revolving Loans on the average daily face amount of such Lender’s LC Exposure attributable to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements), ) during the period from and including the Closing Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Credit Commitment of such Class terminates and the date on which such Revolving Lender ceases to have any LC Exposure related to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (including any such Letter of Credit Exposure that may exist following the termination of such Revolving Credit Commitments) Exposure, and (ii) to each Issuing Bank, for its own account, Bank a fronting fee, fee in respect of each Letter of Credit issued by such Issuing Bank for the period from the date of issuance of such Letter of Credit to the expiration date of such Letter of Credit (or if terminated on an earlier dateBank, to the termination date of such Letter of Credit), computed which shall accrue at a rate equal to 0.25% per annum on the rate agreed by such Issuing Bank average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the applicable Borrowers (but in date on which there ceases to be any event not to exceed 0.125% per annum) of the daily face amount of such Letter of CreditLC Exposure, as well as such Issuing Bank’s reasonable and customary standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued to but excluding through and including the last Business Day day of each March, June, September and December of each year shall be payable in arrears for on the quarterly period then ended (orthird Business Day following such last day, in commencing on the case of the payment made on September 30, 2017, for the period from the Closing Date first such date to such date) no later than 15 calendar days occur after the last day of such calendar quarter; Effective Date, provided that all such fees shall be payable on the date on which the Revolving Credit Commitments of the applicable Class terminate, terminate and any such fees accruing after the date on which the Revolving Credit Commitments of the applicable Class terminate shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this paragraph shall be payable within 30 10 days after receipt demand. All participation fees and fronting fees shall be computed on the basis of a written demand year of 360 days (accompanied by reasonable back-up documentationor, in the case any such fee is payable in Sterling, 365 days) thereforand shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) [Reserved]. (d) Each The Borrower agrees to pay to the Administrative Agent, for its own account, the fees payable in the amounts and at the times separately agreed upon by between the Borrowers Borrower and the Administrative Agent in writingAgent. (ed) All fees payable hereunder shall be paid on the dates due, in Dollars and in immediately available funds, to the Administrative Agent (or to the applicable Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving LendersLenders entitled thereto. Fees paid shall not be refundable under any circumstances except as otherwise provided in the Fee Letter. Fees payable hereunder shall accrue through and including the last day of the month immediately preceding the applicable fee payment datecircumstances. (f) In the event that, on or prior to the date that is six months after the Amendment No. 8 Effective Date, a Borrower (x) prepays, repays, refinances, substitutes or replaces any Amendment No. 8 Term Loans in connection with a Repricing Transaction (including, for the avoidance of doubt, any prepayment made pursuant to ‎Section 2.11(b)(iii) that constitutes a Repricing Transaction) or (y) effects any amendment, modification or waiver of, or consent under, this Agreement resulting in a Repricing Transaction, the Borrower of the Amendment No. 8 Term Loans shall pay to the Administrative Agent, for the ratable account of each of the applicable Amendment No. 8 Term Lenders, (I) in the case of clause (x), a premium of 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans so prepaid, repaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans that are the subject of such Repricing Transaction outstanding immediately prior to such amendment. If, on or prior to the date that is six months after the Amendment No. 8 Effective Date, all or any portion of the Amendment No. 8 Term Loans held by any Term Lender are prepaid, repaid, refinanced, substituted or replaced pursuant to ‎Section 2.19(b)(iv) as a result of, or in connection with, such Term Lender not agreeing or otherwise consenting to any waiver, consent, modification or amendment referred to in clause (y) above (or otherwise in connection with a Repricing Transaction), such prepayment, repayment, refinancing, substitution or replacement will be made at 101% of the principal amount so prepaid, repaid, refinanced, substituted or replaced. All such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction. (g) Unless otherwise indicated herein, all computations of fees shall be made on the basis of a 360-day year and shall be payable for the actual days elapsed (including the first day but excluding the last day). Each determination by the Administrative Agent of the amount of any fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Fees. (a) Each applicable The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a commitment fee, which shall accrue at a the rate equal to set forth in the Commitment Fee Rate per annum applicable to definition of the Revolving Credit Commitment of such Class term “Applicable Rate” on the average daily unused amount of the Unused Revolving Credit Commitment of such Class of such Revolving Lender during the period from and including the Closing Restatement Effective Date to but excluding the date on which such L▇▇▇▇▇’s Revolving Credit Commitments of such Class terminateCommitment terminates. Accrued commitment fees shall be payable in arrears no later than 15 calendar days after on the last day of each March, June, September and December for the quarterly period then ended (commencing on September 30, 2017, but in the case of the payment made on September 30, 2017, for the period from the Closing Date to such date) each year and on the date on which the Revolving Credit Commitments terminate, commencing on the first such date to occur after the Restatement Effective Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the applicable Class terminateactual number of days elapsed (including the first day but excluding the last day). For purposes of calculating the computing commitment fees onlyfees, no portion a Revolving Commitment of the Revolving Credit Commitments a Lender shall be deemed utilized as a result to be used to the extent of the outstanding Revolving Loans and Actual LC Exposure of such Lender (and the Swingline LoansExposure of such Lender shall be disregarded for such purpose). (b) Each applicable The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a participation fee with respect to its participation participations in each Letter Letters of Credit, which shall accrue at the same Applicable Rate used to determine the as interest rate applicable to Adjusted Term SOFR Rate on Eurodollar Revolving Loans on the average daily face amount of such Lender’s Actual LC Exposure attributable to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements), ) during the period from and including the Closing Restatement Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Credit Commitment of such Class terminates and the date on which such Revolving Lender ceases to have any Actual LC Exposure related to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (including any such Letter of Credit Exposure that may exist following the termination of such Revolving Credit Commitments) Exposure, and (ii) to each Issuing Bank, for its own account, Bank a fronting fee, which shall accrue at the rate or rates per annum (but in respect no event more than 0.25%) separately agreed upon between the Borrower and such Issuing Bank on the average daily amount of each Letter the Actual LC Exposure attributable to Letters of Credit issued by such Issuing Bank for (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of issuance termination of such Letter of Credit to the expiration date of such Letter of Credit (or if terminated on an earlier date, to the termination date of such Letter of Credit), computed at a rate equal to the rate agreed by such Issuing Bank Revolving Commitments and the applicable Borrowers (but in date on which there ceases to be any event not to exceed 0.125% per annum) of the daily face amount of such Letter of CreditActual LC Exposure, as well as such each Issuing Bank’s reasonable and customary standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued to but excluding through and including the last Business Day day of each March, June, September and December of each year shall be payable in arrears for on the quarterly period then ended (orthird Business Day following such last day, in commencing on the case of the payment made on September 30, 2017, for the period from the Closing Date first such date to such date) no later than 15 calendar days occur after the last day of such calendar quarter; Restatement Effective Date, provided that all such fees shall be payable on the date on which the Revolving Credit Commitments of the applicable Class terminate, terminate and any such fees accruing after the date on which the Revolving Credit Commitments of the applicable Class terminate shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this paragraph shall be payable within 30 10 days after receipt demand. All participation fees and fronting fees shall be computed on the basis of a written demand year of 360 days and shall be payable for the actual number of days elapsed (accompanied including the first day but excluding the last day). For purposes of calculating the average daily amount of the Actual LC Exposure for any period under this Section 2.12(b), the average daily amount of the Actual Alternative Currency LC Exposure for such period shall be calculated by multiplying (x) the average daily balance of each Alternative Currency Letter of Credit (expressed in the currency in which such Alternative Currency Letter of Credit is denominated) by (y) the Exchange Rate for each such Alternative Currency in effect on the last Business Day of such period or by such other reasonable back-up documentation) thereformethod that the Administrative Agent deems appropriate. (c) [Reserved]. (d) Each The Borrower agrees to pay to the Administrative Agent, for its own account, the fees payable in the amounts and at the times separately agreed upon by between the Borrowers Borrower and the Administrative Agent in writingAgent. (ed) All fees payable hereunder shall be paid on the dates due, in Dollars and in immediately available funds, to the Administrative Agent (or to the applicable Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving LendersLenders entitled thereto. Fees paid shall not be refundable under any circumstances except as otherwise provided in the Fee Letter. Fees payable hereunder shall accrue through and including the last day of the month immediately preceding the applicable fee payment datecircumstances. (f) In the event that, on or prior to the date that is six months after the Amendment No. 8 Effective Date, a Borrower (x) prepays, repays, refinances, substitutes or replaces any Amendment No. 8 Term Loans in connection with a Repricing Transaction (including, for the avoidance of doubt, any prepayment made pursuant to ‎Section 2.11(b)(iii) that constitutes a Repricing Transaction) or (y) effects any amendment, modification or waiver of, or consent under, this Agreement resulting in a Repricing Transaction, the Borrower of the Amendment No. 8 Term Loans shall pay to the Administrative Agent, for the ratable account of each of the applicable Amendment No. 8 Term Lenders, (I) in the case of clause (x), a premium of 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans so prepaid, repaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans that are the subject of such Repricing Transaction outstanding immediately prior to such amendment. If, on or prior to the date that is six months after the Amendment No. 8 Effective Date, all or any portion of the Amendment No. 8 Term Loans held by any Term Lender are prepaid, repaid, refinanced, substituted or replaced pursuant to ‎Section 2.19(b)(iv) as a result of, or in connection with, such Term Lender not agreeing or otherwise consenting to any waiver, consent, modification or amendment referred to in clause (y) above (or otherwise in connection with a Repricing Transaction), such prepayment, repayment, refinancing, substitution or replacement will be made at 101% of the principal amount so prepaid, repaid, refinanced, substituted or replaced. All such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction. (g) Unless otherwise indicated herein, all computations of fees shall be made on the basis of a 360-day year and shall be payable for the actual days elapsed (including the first day but excluding the last day). Each determination by the Administrative Agent of the amount of any fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Fees. (a) Each applicable The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a commitment fee, which shall accrue at a rate equal to the Applicable Rate on the actual daily amount by which such Lender’s Commitment Fee Rate per annum applicable to the exceeds such Lender’s Revolving Credit Commitment of such Class on the average daily amount of the Unused Revolving Credit Commitment of such Class of such Revolving Lender Exposure, subject to adjustment as provided in Section 2.20, during the period from and including the Closing Effective Date to but excluding the date on which such L▇▇▇▇▇’s Revolving Credit Commitments of such Class terminateCommitment terminates. Accrued commitment fees shall be payable in arrears no later than 15 calendar days after on the last day of each March, June, September and December for the quarterly period then ended (commencing on September 30, 2017, but in the case of the payment made on September 30, 2017, for the period from the Closing Date to such date) each year and on the date on which the Revolving Credit Commitments of terminate, commencing on the applicable Class terminatefirst such date to occur after the date hereof. For purposes of calculating the All commitment fees only, no portion of the Revolving Credit Commitments shall be deemed utilized as computed on the basis of a result year of outstanding Swingline Loans360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) Each applicable The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a participation fee with respect to its participation participations in each Letter Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Adjusted Term SOFR Rate Revolving Eurodollar Loans on the average daily face amount of such Lender’s LC Exposure attributable to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements), ) during the period from and including the Closing Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Credit Commitment of such Class terminates and the date on which such Revolving Lender ceases to have any LC Exposure related to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (including any such Letter of Credit Exposure that may exist following the termination of such Revolving Credit Commitments) Exposure, and (ii) to each the Issuing Bank, for its own account, Bank a fronting fee, in respect of each Letter of Credit issued by such which shall accrue at the rate or rates per annum separately agreed upon between the Borrower and the Issuing Bank for in the Fee Letter on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of issuance termination of such Letter of Credit to the expiration date of such Letter of Credit (or if terminated on an earlier date, to the termination date of such Letter of Credit), computed at a rate equal to the rate agreed by such Issuing Bank Commitments and the applicable Borrowers (but in date on which there ceases to be any event not to exceed 0.125% per annum) of the daily face amount of such Letter of CreditLC Exposure, as well as such the Issuing Bank’s reasonable and customary standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation Unless otherwise specified above, participation fees and fronting fees accrued to but excluding through and including the last Business Day day of each March, June, September and December of each year shall be payable in arrears for on the quarterly period then ended (orthird Business Day following such last day, in commencing on the case of the payment made on September 30, 2017, for the period from the Closing Date first such date to such date) no later than 15 calendar days occur after the last day of such calendar quarterEffective Date; provided that all such fees shall be payable on the date on which the Revolving Credit Commitments of the applicable Class terminate, terminate and any such fees accruing after the date on which the Revolving Credit Commitments of the applicable Class terminate shall be payable on demand. Any other fees payable to any the Issuing Bank pursuant to this paragraph shall be payable within 30 10 days after receipt demand. All participation fees and fronting fees shall be computed on the basis of a written demand year of 360 days and shall be payable for the actual number of days elapsed (accompanied by reasonable back-up documentation) thereforincluding the first day but excluding the last day). (c) [Reserved]. (d) Each The Borrower agrees to pay to the Administrative Agent, for its own account, the fees payable in the amounts and at the times separately agreed upon by between the Borrowers Borrower and the Administrative Agent in writingthe Fee Letter. (ed) All fees payable hereunder shall be paid on the dates due, in Dollars and in immediately available funds, to the Administrative Agent (or to the applicable Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders. Fees paid shall not be refundable under any circumstances except as otherwise provided (other than in the Fee Letter. Fees payable hereunder shall accrue through case, and including the last day of the month immediately preceding the applicable fee payment date. (f) In the event that, on or prior to the date that is six months after the Amendment No. 8 Effective Dateextent, a Borrower (x) prepays, repays, refinances, substitutes or replaces of any Amendment No. 8 Term Loans in connection with a Repricing Transaction (including, for the avoidance of doubt, any prepayment made pursuant to ‎Section 2.11(b)(iii) that constitutes a Repricing Transaction) or (y) effects any amendment, modification or waiver of, or consent under, this Agreement resulting in a Repricing Transaction, the Borrower of the Amendment No. 8 Term Loans shall pay to the Administrative Agent, for the ratable account of each of the applicable Amendment No. 8 Term Lenders, (I) in the case of clause (x), a premium of 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans so prepaid, repaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans that are the subject of such Repricing Transaction outstanding immediately prior to such amendment. If, on or prior to the date that is six months after the Amendment No. 8 Effective Date, all or any portion of the Amendment No. 8 Term Loans held by any Term Lender are prepaid, repaid, refinanced, substituted or replaced pursuant to ‎Section 2.19(b)(iv) as a result of, or in connection with, such Term Lender not agreeing or otherwise consenting to any waiver, consent, modification or amendment referred to in clause (y) above (or otherwise in connection with a Repricing Transaction), such prepayment, repayment, refinancing, substitution or replacement will be made at 101% of the principal amount so prepaid, repaid, refinanced, substituted or replaced. All such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction. (g) Unless otherwise indicated herein, all computations of fees shall be made on the basis of a 360-day year and shall be payable for the actual days elapsed (including the first day but excluding the last day). Each determination overpayment thereof by the Administrative Agent of the amount of any fee hereunder shall be conclusive and binding for all purposes, absent manifest errorBorrower).

Fees. (a) Each applicable The Borrower agrees to pay to the ----- Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a commitment fee, which shall accrue at a rate equal to the Commitment Fee Applicable Rate per annum applicable to the Revolving Credit Commitment of such Class on the average daily unused amount of the Unused Revolving Credit each Commitment of such Class of such Revolving Lender during the period from and including the Closing Effective Date to but excluding the date on which such L▇▇▇▇▇’s Revolving Credit Commitments of such Class terminateCommitment terminates. Accrued commitment fees shall be payable in arrears no later than 15 calendar days after on the last day of each March, June, September and December for the quarterly period then ended (commencing on September 30, 2017, but in the case of the payment made on September 30, 2017, for the period from the Closing Date to such date) each year and on the date on which the Revolving Credit Commitments terminate, commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the applicable Class terminateactual number of days elapsed (including the first day but excluding the last day). For purposes of calculating the computing commitment fees onlywith respect to Revolving Commitments, no portion a Revolving Commitment of the Revolving Credit Commitments a Lender shall be deemed utilized as a result to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline LoansExposure of such Lender shall be disregarded for such purpose). (b) Each applicable The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a participation fee with respect to its participation participations in each Letter Letters of Credit, which shall accrue at the same Applicable Rate used to determine the as interest rate applicable to Adjusted Term SOFR Rate on Eurodollar Revolving Loans on the average daily face amount of such Lender’s 's LC Exposure attributable to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements), ) during the period from and including the Closing Effective Date to but excluding the later of the date on which such Lender's Revolving Lender’s Revolving Credit Commitment of such Class terminates and the date on which such Revolving Lender ceases to have any LC Exposure related to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (including any such Letter of Credit Exposure that may exist following the termination of such Revolving Credit Commitments) Exposure, and (ii) to each the Issuing Bank, for its own account, Bank a fronting fee, in respect which shall accrue at the rate of each Letter 1/4 of Credit issued by such Issuing Bank for 1% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of issuance termination of such Letter of Credit to the expiration date of such Letter of Credit (or if terminated on an earlier date, to the termination date of such Letter of Credit), computed at a rate equal to the rate agreed by such Issuing Bank Revolving Commitments and the applicable Borrowers (but in date on which there ceases to be any event not to exceed 0.125% per annum) of the daily face amount of such Letter of CreditLC Exposure, as well as such the Issuing Bank’s reasonable and customary 's standard fees (other than fees payable as a percentage of the undrawn amount of the Letter of Credit) with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued to but excluding through and including the last Business Day day of each March, June, September and December of each year shall be payable in arrears for on the quarterly period then ended (orthird Business Day following such last day, in commencing on the case of the payment made on September 30, 2017, for the period from the Closing Date first such date to such date) no later than 15 calendar days occur after the last day of such calendar quarterEffective Date; provided that all such fees shall be payable on -------- the date on which the Revolving Credit Commitments of the applicable Class terminate, terminate and any such fees accruing after the date on which the Revolving Credit Commitments of the applicable Class terminate shall be payable on demand. Any other fees payable to any the Issuing Bank pursuant to this paragraph shall be payable within 30 10 days after receipt demand. All participation fees and fronting fees shall be computed on the basis of a written demand year of 360 days and shall be payable for the actual number of days elapsed (accompanied by reasonable back-up documentation) thereforincluding the first day but excluding the last day). (c) [Reserved]. (d) Each The Borrower agrees to pay to the Administrative Agent, for its own account, the fees payable in the amounts and at the times separately agreed upon by between the Borrowers Borrower and the Administrative Agent in writingAgent. (ed) All fees payable hereunder shall be paid on the dates due, in Dollars and in immediately available funds, to the Administrative Agent (or to the applicable Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving LendersLenders entitled thereto. Fees paid shall not be refundable under any circumstances except as otherwise provided in the Fee Letter. Fees payable hereunder shall accrue through and including the last day of the month immediately preceding the applicable fee payment datecircumstances. (f) In the event that, on or prior to the date that is six months after the Amendment No. 8 Effective Date, a Borrower (x) prepays, repays, refinances, substitutes or replaces any Amendment No. 8 Term Loans in connection with a Repricing Transaction (including, for the avoidance of doubt, any prepayment made pursuant to ‎Section 2.11(b)(iii) that constitutes a Repricing Transaction) or (y) effects any amendment, modification or waiver of, or consent under, this Agreement resulting in a Repricing Transaction, the Borrower of the Amendment No. 8 Term Loans shall pay to the Administrative Agent, for the ratable account of each of the applicable Amendment No. 8 Term Lenders, (I) in the case of clause (x), a premium of 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans so prepaid, repaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans that are the subject of such Repricing Transaction outstanding immediately prior to such amendment. If, on or prior to the date that is six months after the Amendment No. 8 Effective Date, all or any portion of the Amendment No. 8 Term Loans held by any Term Lender are prepaid, repaid, refinanced, substituted or replaced pursuant to ‎Section 2.19(b)(iv) as a result of, or in connection with, such Term Lender not agreeing or otherwise consenting to any waiver, consent, modification or amendment referred to in clause (y) above (or otherwise in connection with a Repricing Transaction), such prepayment, repayment, refinancing, substitution or replacement will be made at 101% of the principal amount so prepaid, repaid, refinanced, substituted or replaced. All such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction. (g) Unless otherwise indicated herein, all computations of fees shall be made on the basis of a 360-day year and shall be payable for the actual days elapsed (including the first day but excluding the last day). Each determination by the Administrative Agent of the amount of any fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Fees. (a) Each applicable The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a commitment fee, which shall accrue at a rate equal to the Commitment Fee Applicable Rate per annum applicable to on the daily unused amount of each Revolving Credit Commitment of such Class on the average daily amount of the Unused Revolving Credit Commitment of such Class of such Revolving Lender during the period from and including the Closing Effective Date to but excluding the date on which such L▇▇▇▇▇’s the Revolving Credit Commitments of such Class terminate. Accrued commitment fees shall be payable in arrears no later than 15 calendar days after on the last day of each March, June, September and December for the quarterly period then ended (commencing on September 30, 2017, but in the case of the payment made on September 30, 2017, for the period from the Closing Date to such date) each year and on the date dates on which the Revolving Credit Commitments terminate, commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the applicable Class terminateactual number of days elapsed (including the first day but excluding the last day). For purposes of calculating the computing commitment fees onlywith respect to Revolving Commitments, no portion a Revolving Commitment of the Revolving Credit Commitments a Lender shall be deemed utilized as a result to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline LoansExposure of such Lender shall be disregarded for such purpose). (b) Each applicable The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a participation fee with respect to its participation participations in each Letter Letters of Credit, which shall accrue at the same Applicable Rate used from time to determine time in effect for purposes of determining the interest rate applicable to Adjusted Term SOFR Rate Eurodollar Revolving Loans on the daily face amount of such Lender’s 's LC Exposure attributable to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements), ) during the period from and including the Closing Effective Date to but excluding the later of the date on which such Lender's Revolving Lender’s Revolving Credit Commitment of such Class terminates and the date on which such Revolving Lender ceases to have any LC Exposure related to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (including any such Letter of Credit Exposure that may exist following the termination of such Revolving Credit Commitments) Exposure, and (ii) to each the Issuing Bank, for its own account, Bank a fronting fee, in respect which shall accrue at the rate of each Letter 0.125% per annum on the average daily amount of Credit issued by such Issuing Bank for the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of issuance termination of such Letter of Credit to the expiration date of such Letter of Credit (or if terminated on an earlier date, to the termination date of such Letter of Credit), computed at a rate equal to the rate agreed by such Issuing Bank Revolving Commitments and the applicable Borrowers (but in date on which there ceases to be any event not to exceed 0.125% per annum) of the daily face amount of such Letter of CreditLC Exposure, as well as such the Issuing Bank’s reasonable and customary 's standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued to but excluding through and including the last Business Day day of each March, June, September and December of each year shall be payable in arrears for on the quarterly period then ended (orthird Business Day following such last day, in commencing on the case of the payment made on September 30, 2017, for the period from the Closing Date first such date to such date) no later than 15 calendar days occur after the last day of such calendar quarterEffective Date; provided that all such fees shall be payable on the date on which the Revolving Credit Commitments of the applicable Class terminate, terminate and any such fees accruing after the date on which the Revolving Credit Commitments of the applicable Class terminate shall be payable on demand. Any other fees payable to any the Issuing Bank pursuant to this paragraph shall be payable within 30 10 days after receipt demand. All participation fees and fronting fees shall be computed on the basis of a written demand year of 360 days and shall be payable for the actual number of days elapsed (accompanied by reasonable back-up documentation) thereforincluding the first day but excluding the last day). (c) [Reserved]. (d) Each The Borrower agrees to pay to the Administrative Agent, for its own account, the fees payable in the amounts and at the times separately agreed upon by between the Borrowers Borrower and the Administrative Agent in writingAgent. (ed) All fees payable hereunder shall be paid on the dates due, in Dollars and in immediately available funds, to the Administrative Agent (or to the applicable Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving LendersLenders entitled thereto. Fees paid shall not be refundable under any circumstances except as otherwise provided in the Fee Letter. Fees payable hereunder shall accrue through and including the last day of the month immediately preceding the applicable fee payment datecircumstances. (f) In the event that, on or prior to the date that is six months after the Amendment No. 8 Effective Date, a Borrower (x) prepays, repays, refinances, substitutes or replaces any Amendment No. 8 Term Loans in connection with a Repricing Transaction (including, for the avoidance of doubt, any prepayment made pursuant to ‎Section 2.11(b)(iii) that constitutes a Repricing Transaction) or (y) effects any amendment, modification or waiver of, or consent under, this Agreement resulting in a Repricing Transaction, the Borrower of the Amendment No. 8 Term Loans shall pay to the Administrative Agent, for the ratable account of each of the applicable Amendment No. 8 Term Lenders, (I) in the case of clause (x), a premium of 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans so prepaid, repaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans that are the subject of such Repricing Transaction outstanding immediately prior to such amendment. If, on or prior to the date that is six months after the Amendment No. 8 Effective Date, all or any portion of the Amendment No. 8 Term Loans held by any Term Lender are prepaid, repaid, refinanced, substituted or replaced pursuant to ‎Section 2.19(b)(iv) as a result of, or in connection with, such Term Lender not agreeing or otherwise consenting to any waiver, consent, modification or amendment referred to in clause (y) above (or otherwise in connection with a Repricing Transaction), such prepayment, repayment, refinancing, substitution or replacement will be made at 101% of the principal amount so prepaid, repaid, refinanced, substituted or replaced. All such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction. (g) Unless otherwise indicated herein, all computations of fees shall be made on the basis of a 360-day year and shall be payable for the actual days elapsed (including the first day but excluding the last day). Each determination by the Administrative Agent of the amount of any fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Fees. (a) Each applicable The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a commitment fee, which shall accrue at a rate equal to the Commitment Fee Applicable Rate per annum applicable to the Revolving Credit Commitment of such Class on the average daily unused amount of the Unused Revolving Credit Commitment of such Class of such Revolving Lender during the period from and including the Closing Effective Date to but excluding the date on which such L▇▇▇▇▇’s Revolving Credit Commitments of such Class terminateCommitment terminates. Accrued commitment fees shall be payable in arrears no later than 15 calendar days after on the last day of each March, June, September and December for the quarterly period then ended (commencing on September 30, 2017, but in the case of the payment made on September 30, 2017, for the period from the Closing Date to such date) each year and on the date on which the Revolving Credit Commitments terminate, commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the applicable Class terminateactual number of days elapsed (including the first day but excluding the last day). For purposes of calculating the computing commitment fees onlywith respect to Revolving Commitments, no portion a Revolving Commitment of the Revolving Credit Commitments a Lender shall be deemed utilized as a result to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline LoansExposure of such Lender shall be disregarded for such purpose). (b) Each applicable The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a participation fee with respect to its participation participations in each Letter Letters of Credit, which shall accrue at the same Applicable Rate used to determine the as interest rate applicable to Adjusted Term SOFR Rate on Eurodollar Revolving Loans on the average daily face amount of such Lender’s 's LC Exposure attributable to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements), ) during the period from and including the Closing Effective Date to but excluding the later of the date on which such Lender's Revolving Lender’s Revolving Credit Commitment of such Class terminates and the date on which such Revolving Lender ceases to have any LC Exposure related to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (including any such Letter of Credit Exposure that may exist following the termination of such Revolving Credit Commitments) Exposure, and (ii) to each the Issuing Bank, for its own account, Bank a fronting fee, in respect which shall accrue at the rate of each Letter 0.25% per annum on the average daily amount of Credit issued by such Issuing Bank for the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of issuance termination of such Letter of Credit to the expiration date of such Letter of Credit (or if terminated on an earlier date, to the termination date of such Letter of Credit), computed at a rate equal to the rate agreed by such Issuing Bank Revolving Commitments and the applicable Borrowers (but in date on which there ceases to be any event not to exceed 0.125% per annum) of the daily face amount of such Letter of CreditLC Exposure, as well as such the Issuing Bank’s reasonable and customary 's standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued to but excluding through and including the last Business Day day of each March, June, September and December of each year shall be payable in arrears for on the quarterly period then ended (orthird Business Day following such last day, in commencing on the case of the payment made on September 30, 2017, for the period from the Closing Date first such date to such date) no later than 15 calendar days occur after the last day of such calendar quarterEffective Date; provided PROVIDED that all such fees shall be payable 57 52 on the date on which the Revolving Credit Commitments of the applicable Class terminate, terminate and any such fees accruing after the date on which the Revolving Credit Commitments of the applicable Class terminate shall be payable on demand. Any other fees payable to any the Issuing Bank pursuant to this paragraph shall be payable within 30 10 days after receipt demand. All participation fees and fronting fees shall be computed on the basis of a written demand year of 360 days and shall be payable for the actual number of days elapsed (accompanied by reasonable back-up documentation) thereforincluding the first day but excluding the last day). (c) [Reserved]. (d) Each The Borrower agrees to pay to the Administrative Agent, for its own account, the fees payable in the amounts and at the times separately agreed upon by between the Borrowers Borrower and the Administrative Agent in writingAgent. (ed) All fees payable hereunder shall be paid on the dates due, in Dollars and in immediately available funds, to the Administrative Agent (or to the applicable Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving LendersLenders entitled thereto. Fees paid shall not be refundable under any circumstances except as otherwise provided in the Fee Letter. Fees payable hereunder shall accrue through and including the last day of the month immediately preceding the applicable fee payment datecircumstances. (f) In the event that, on or prior to the date that is six months after the Amendment No. 8 Effective Date, a Borrower (x) prepays, repays, refinances, substitutes or replaces any Amendment No. 8 Term Loans in connection with a Repricing Transaction (including, for the avoidance of doubt, any prepayment made pursuant to ‎Section 2.11(b)(iii) that constitutes a Repricing Transaction) or (y) effects any amendment, modification or waiver of, or consent under, this Agreement resulting in a Repricing Transaction, the Borrower of the Amendment No. 8 Term Loans shall pay to the Administrative Agent, for the ratable account of each of the applicable Amendment No. 8 Term Lenders, (I) in the case of clause (x), a premium of 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans so prepaid, repaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans that are the subject of such Repricing Transaction outstanding immediately prior to such amendment. If, on or prior to the date that is six months after the Amendment No. 8 Effective Date, all or any portion of the Amendment No. 8 Term Loans held by any Term Lender are prepaid, repaid, refinanced, substituted or replaced pursuant to ‎Section 2.19(b)(iv) as a result of, or in connection with, such Term Lender not agreeing or otherwise consenting to any waiver, consent, modification or amendment referred to in clause (y) above (or otherwise in connection with a Repricing Transaction), such prepayment, repayment, refinancing, substitution or replacement will be made at 101% of the principal amount so prepaid, repaid, refinanced, substituted or replaced. All such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction. (g) Unless otherwise indicated herein, all computations of fees shall be made on the basis of a 360-day year and shall be payable for the actual days elapsed (including the first day but excluding the last day). Each determination by the Administrative Agent of the amount of any fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Fees. (a) Each applicable The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a commitment fee, which shall accrue at a rate equal to the Commitment Fee Applicable Rate per annum applicable to on the daily unused amount of each Revolving Credit Commitment of such Class on the average daily amount of the Unused Revolving Credit Commitment of such Class of such Revolving Lender during the period from and including the Original Closing Date to but excluding the date on which such L▇▇▇▇▇’s Revolving Credit Commitments of such Class terminateCommitment terminates. Accrued commitment fees shall be payable in arrears no later than 15 calendar days after on the last day of each March, June, September and December for the quarterly period then ended (commencing on September 30, 2017, but in the case of the payment made on September 30, 2017, for the period from the Closing Date to such date) each year and on the date dates on which such Revolving Commitments terminate, commencing on the Revolving Credit Commitments first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the applicable Class terminateactual number of days elapsed (including the first day but excluding the last day). For purposes of calculating the computing commitment fees onlywith respect to Revolving Commitments, no portion a Revolving Commitment of the Revolving Credit Commitments a Lender shall be deemed utilized as a result to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline LoansExposure of such Lender shall be disregarded for such purpose). (b) Each applicable The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a participation fee with respect to its participation participations in each Letter Letters of Credit, which shall accrue at the same Applicable Rate used from time to determine time in effect for purposes of determining the interest rate applicable to Adjusted Term SOFR Rate Eurodollar Revolving Loans on the daily face amount of such Lender’s 's LC Exposure attributable to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements), ) during the period from and including the Original Closing Date to but excluding the later of the date on which such Lender's Revolving Lender’s Revolving Credit Commitment of such Class terminates and the date on which such Revolving Lender ceases to have any LC Exposure related to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (including any such Letter of Credit Exposure that may exist following the termination of such Revolving Credit Commitments) Exposure, and (ii) to each the Issuing Bank, for its own account, Bank a fronting fee, in respect which shall accrue at the rate of each Letter 0.125% per annum on the average daily amount of Credit issued by such Issuing Bank for the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Original Closing Date to but excluding the later of the date of issuance termination of such Letter of Credit to the expiration date of such Letter of Credit (or if terminated on an earlier date, to the termination date of such Letter of Credit), computed at a rate equal to the rate agreed by such Issuing Bank Revolving Commitments and the applicable Borrowers (but in date on which there ceases to be any event not to exceed 0.125% per annum) of the daily face amount of such Letter of CreditLC Exposure, as well as such the Issuing Bank’s reasonable and customary 's standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued to but excluding through and including the last Business Day day of each March, June, September and December of each year shall be payable in arrears for on the quarterly period then ended (or, in the case of the payment made on September 30, 2017, for the period from the Closing Date to third Business Day following such date) no later than 15 calendar days after the last day of such calendar quarterday; provided that all such fees shall be payable on the date on which the Revolving Credit Commitments of the applicable Class terminate, terminate and any such fees accruing after the date on which the Revolving Credit Commitments of the applicable Class terminate shall be payable on demand. Any other fees payable to any the Issuing Bank pursuant to this paragraph shall be payable within 30 10 days after receipt demand. All participation fees and fronting fees shall be computed on the basis of a written demand year of 360 days and shall be payable for the actual number of days elapsed (accompanied by reasonable back-up documentation) thereforincluding the first day but excluding the last day). (c) [Reserved]. (d) Each The Borrower agrees to pay to the Administrative Agent, for its own account, the fees payable in the amounts and at the times separately agreed upon by between the Borrowers Borrower and the Administrative Agent in writingAgent. (ed) All fees payable hereunder shall be paid on the dates due, in Dollars and in immediately available funds, to the Administrative Agent (or to the applicable Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving LendersLenders entitled thereto. Fees paid shall not be refundable under any circumstances except as otherwise provided in the Fee Letter. Fees payable hereunder shall accrue through and including the last day of the month immediately preceding the applicable fee payment datecircumstances. (f) In the event that, on or prior to the date that is six months after the Amendment No. 8 Effective Date, a Borrower (x) prepays, repays, refinances, substitutes or replaces any Amendment No. 8 Term Loans in connection with a Repricing Transaction (including, for the avoidance of doubt, any prepayment made pursuant to ‎Section 2.11(b)(iii) that constitutes a Repricing Transaction) or (y) effects any amendment, modification or waiver of, or consent under, this Agreement resulting in a Repricing Transaction, the Borrower of the Amendment No. 8 Term Loans shall pay to the Administrative Agent, for the ratable account of each of the applicable Amendment No. 8 Term Lenders, (I) in the case of clause (x), a premium of 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans so prepaid, repaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans that are the subject of such Repricing Transaction outstanding immediately prior to such amendment. If, on or prior to the date that is six months after the Amendment No. 8 Effective Date, all or any portion of the Amendment No. 8 Term Loans held by any Term Lender are prepaid, repaid, refinanced, substituted or replaced pursuant to ‎Section 2.19(b)(iv) as a result of, or in connection with, such Term Lender not agreeing or otherwise consenting to any waiver, consent, modification or amendment referred to in clause (y) above (or otherwise in connection with a Repricing Transaction), such prepayment, repayment, refinancing, substitution or replacement will be made at 101% of the principal amount so prepaid, repaid, refinanced, substituted or replaced. All such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction. (g) Unless otherwise indicated herein, all computations of fees shall be made on the basis of a 360-day year and shall be payable for the actual days elapsed (including the first day but excluding the last day). Each determination by the Administrative Agent of the amount of any fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Fees. (a) Each applicable The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender of any Class (other than any than, subject to Section 2.18, a Defaulting Lender) a commitment fee, which shall accrue at a rate equal to the Commitment Fee Applicable Rate per annum applicable to on the Revolving Credit daily amount by which the Commitment of such Class on the average daily amount of the Unused Revolving Lender exceeds such Lender’s Credit Commitment of such Class of such Revolving Lender Exposure during the period from and including the Closing Effective Date to but excluding the date on which such L▇▇▇▇▇’s Revolving Credit Commitments of such Class terminateTermination Date. Accrued commitment fees shall be payable in arrears no later than 15 calendar days after on the last day of each March, June, September and December for the quarterly period then ended (commencing on September 30, 2017, but in the case of the payment made on September 30, 2017, for the period from the Closing Date to such date) each year and on the date on which the Revolving Credit Commitments of terminate, commencing on the applicable Class terminatefirst such date to occur after the date hereof. For purposes of calculating the All commitment fees only, no portion of the Revolving Credit Commitments shall be deemed utilized as computed on the basis of a result year of outstanding Swingline Loans360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) Each applicable The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a participation fee with respect to its participation participations in each Letter Letters of Credit, which shall accrue at a per annum rate equal to the Applicable Rate Margin used to determine the interest rate applicable to Adjusted Term SOFR Rate Revolving Eurodollar Loans on the average daily face amount of such Lender’s LC Exposure attributable to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements), ) during the period from and including the Closing Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Credit Commitment of such Class terminates and the date on which such Revolving Lender ceases to have any LC Exposure related to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (including any such Letter of Credit Exposure that may exist following the termination of such Revolving Credit Commitments) Exposure, and (ii) to each Issuing Bank, for its own account, Bank a fronting fee, in which shall accrue at the rate of 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) with respect of each Letter to Letters of Credit issued by such Issuing Bank for during the period from and including the Effective Date to but excluding the later of the date of issuance termination of such Letter of Credit to the expiration date of such Letter of Credit (or if terminated on an earlier date, to the termination date of such Letter of Credit), computed at a rate equal to the rate agreed by such Issuing Bank Commitments and the applicable Borrowers (but in date on which there ceases to be any event not to exceed 0.125% per annum) of the daily face amount of such Letter of CreditLC Exposure, as well as such Issuing Bank’s reasonable and customary standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued to but excluding through and including the last Business Day day of each March, June, September and December of each year shall be payable in arrears for on such last day, commencing on the quarterly period then ended (or, in the case of the payment made on September 30, 2017, for the period from the Closing Date first such date to such date) no later than 15 calendar days occur after the last day of such calendar quarterdate hereof; provided that all such fees shall be payable on the date on which the Revolving Credit Commitments of the applicable Class terminate, terminate and any such fees accruing after the date on which the Revolving Credit Commitments of the applicable Class terminate shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this paragraph shall be payable within 30 10 days after receipt demand. All participation fees and fronting fees shall be computed on the basis of a written demand year of 360 days and shall be payable for the actual number of days elapsed (accompanied by reasonable back-up documentation) thereforincluding the first day but excluding the last day). (c) [Reserved]. (d) Each The Borrower agrees to pay to the Administrative AgentPersons entitled thereto, for its own account, the fees payable in the amounts and at the times separately agreed upon by set forth in the Borrowers and the Administrative Agent in writingFee Letter. (ed) All fees payable hereunder shall be paid on the dates due, in Dollars and in immediately available funds, to the Administrative Agent (or to the applicable an Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders. Fees paid shall not be refundable under any circumstances except as otherwise provided in the Fee Letter. Fees payable hereunder shall accrue through and including the last day of the month immediately preceding the applicable fee payment datecircumstances. (f) In the event that, on or prior to the date that is six months after the Amendment No. 8 Effective Date, a Borrower (x) prepays, repays, refinances, substitutes or replaces any Amendment No. 8 Term Loans in connection with a Repricing Transaction (including, for the avoidance of doubt, any prepayment made pursuant to ‎Section 2.11(b)(iii) that constitutes a Repricing Transaction) or (y) effects any amendment, modification or waiver of, or consent under, this Agreement resulting in a Repricing Transaction, the Borrower of the Amendment No. 8 Term Loans shall pay to the Administrative Agent, for the ratable account of each of the applicable Amendment No. 8 Term Lenders, (I) in the case of clause (x), a premium of 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans so prepaid, repaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans that are the subject of such Repricing Transaction outstanding immediately prior to such amendment. If, on or prior to the date that is six months after the Amendment No. 8 Effective Date, all or any portion of the Amendment No. 8 Term Loans held by any Term Lender are prepaid, repaid, refinanced, substituted or replaced pursuant to ‎Section 2.19(b)(iv) as a result of, or in connection with, such Term Lender not agreeing or otherwise consenting to any waiver, consent, modification or amendment referred to in clause (y) above (or otherwise in connection with a Repricing Transaction), such prepayment, repayment, refinancing, substitution or replacement will be made at 101% of the principal amount so prepaid, repaid, refinanced, substituted or replaced. All such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction. (g) Unless otherwise indicated herein, all computations of fees shall be made on the basis of a 360-day year and shall be payable for the actual days elapsed (including the first day but excluding the last day). Each determination by the Administrative Agent of the amount of any fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Fees. (a) Each applicable Borrower The Company agrees to pay to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) , in accordance with its Applicable Percentage, a commitment fee, which shall accrue at a rate fee equal to the Applicable Rate times the actual daily amount by which the aggregate Commitments exceeds the sum of (i) the outstanding principal amount of Revolving Loans and (ii) the amount of LC Exposure, subject to adjustment as provided in Section 2.24; provided that, if such Lender continues to have any Credit Exposure after its Commitment Fee Rate per annum applicable terminates, then such commitment fee shall continue to the Revolving Credit Commitment of such Class accrue on the average daily amount of the Unused Revolving such Lender’s Credit Commitment of such Class of such Revolving Lender during the period Exposure from and including the Closing Date date on which its Commitment terminates to but excluding the date on which such L▇▇▇▇▇’s Revolving Lender ceases to have any Credit Exposure. For the avoidance of doubt, the outstanding principal amount of Swingline Loans shall not be counted towards or considered usage of the Commitments for purposes of such Class terminatedetermining the commitment fee. Accrued commitment fees shall be payable in arrears no later than 15 calendar days after on the last day of each March, June, September and December for the quarterly period then ended (commencing on September 30, 2017, but in the case of the payment made on September 30, 2017, for the period from the Closing Date to such date) each year and on the date on which the Revolving Credit Commitments of terminate, commencing on the applicable Class terminate. For purposes of calculating first such date to occur after the Effective Date; provided that any commitment fees only, no portion of accruing after the Revolving Credit date on which the Commitments terminate shall be deemed utilized as payable on demand. All commitment fees shall be computed on the basis of a result year of outstanding Swingline Loans360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) Each applicable Borrower The Company agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a participation fee with respect to its participation participations in each Letter Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Adjusted Term SOFR Rate Revolving Eurocurrency Loans on the average daily face amount Dollar Amount of such Lender’s LC Exposure attributable to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements), ) during the period from and including the Closing Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Credit Commitment of such Class terminates and the date on which such Revolving Lender ceases to have any LC Exposure related to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (including any such Letter of Credit Exposure that may exist following the termination of such Revolving Credit Commitments) and (ii) to each the relevant Issuing Bank, Bank for its own account, account a fronting fee, in respect which shall accrue at the rate of each Letter 0.125% per annum on the average daily Dollar Amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Bank for during the period from and including the Effective Date to but excluding the later of the date of issuance termination of such Letter of Credit to the expiration date of such Letter of Credit (or if terminated on an earlier date, to the termination date of such Letter of Credit), computed at a rate equal to the rate agreed by such Issuing Bank Commitments and the applicable Borrowers (but in date on which there ceases to be any event not to exceed 0.125% per annum) of the daily face amount of such Letter of CreditLC Exposure, as well as such Issuing Bank’s reasonable standard fees and customary fees commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation Unless otherwise specified above, participation fees and fronting fees accrued to but excluding through and including the last Business Day day of each March, June, September and December of each year shall be payable in arrears for on the quarterly period then ended third (or3rd) Business Day following such last day, in commencing on the case of the payment made on September 30, 2017, for the period from the Closing Date first such date to such date) no later than 15 calendar days occur after the last day of such calendar quarterEffective Date; provided that all such fees shall be payable on the date on which the Revolving Credit Commitments of the applicable Class terminate, terminate and any such fees accruing after the date on which the Revolving Credit Commitments of the applicable Class terminate shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this paragraph shall be payable within 30 ten (10) days after receipt demand. All participation fees and fronting fees shall be computed on the basis of a written demand year of 360 days and shall be payable for the actual number of days elapsed (accompanied by reasonable back-up documentation) thereforincluding the first day but excluding the last day). Participation fees and fronting fees in respect of Letters of Credit denominated in Dollars shall be paid in Dollars, and participation fees and fronting fees in respect of Letters of Credit denominated in a Foreign Currency shall be paid in such Foreign Currency. (c) [Reserved]. (d) Each Borrower The Company agrees to pay to the Administrative Agent, for its own account, the fees payable in the amounts and at the times separately agreed upon by between the Borrowers Company and the Administrative Agent in writingAgent. (ed) All fees payable hereunder shall be paid on the dates due, in Dollars (except as otherwise expressly provided in this Section 2.12) and in immediately available funds, to the Administrative Agent (or to the applicable each Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving applicable Lenders. Fees (other than fees calculated in error) paid shall not be refundable under any circumstances except as otherwise provided in the Fee Letter. Fees payable hereunder shall accrue through and including the last day of the month immediately preceding the applicable fee payment datecircumstances. (f) In the event that, on or prior to the date that is six months after the Amendment No. 8 Effective Date, a Borrower (x) prepays, repays, refinances, substitutes or replaces any Amendment No. 8 Term Loans in connection with a Repricing Transaction (including, for the avoidance of doubt, any prepayment made pursuant to ‎Section 2.11(b)(iii) that constitutes a Repricing Transaction) or (y) effects any amendment, modification or waiver of, or consent under, this Agreement resulting in a Repricing Transaction, the Borrower of the Amendment No. 8 Term Loans shall pay to the Administrative Agent, for the ratable account of each of the applicable Amendment No. 8 Term Lenders, (I) in the case of clause (x), a premium of 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans so prepaid, repaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans that are the subject of such Repricing Transaction outstanding immediately prior to such amendment. If, on or prior to the date that is six months after the Amendment No. 8 Effective Date, all or any portion of the Amendment No. 8 Term Loans held by any Term Lender are prepaid, repaid, refinanced, substituted or replaced pursuant to ‎Section 2.19(b)(iv) as a result of, or in connection with, such Term Lender not agreeing or otherwise consenting to any waiver, consent, modification or amendment referred to in clause (y) above (or otherwise in connection with a Repricing Transaction), such prepayment, repayment, refinancing, substitution or replacement will be made at 101% of the principal amount so prepaid, repaid, refinanced, substituted or replaced. All such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction. (g) Unless otherwise indicated herein, all computations of fees shall be made on the basis of a 360-day year and shall be payable for the actual days elapsed (including the first day but excluding the last day). Each determination by the Administrative Agent of the amount of any fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Fees. (a) Each applicable The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a commitment fee, which shall accrue at a rate equal to the Commitment Fee Applicable Rate per annum applicable to the Revolving Credit Commitment of such Class on the average daily unused amount of the Unused Revolving Credit Commitment of such Class of such Revolving Lender during the period from and including the Closing Effective Date to but excluding the date on which Revolving Commitment Termination Date applicable to such L▇▇▇▇▇’s Lender's Revolving Credit Commitments of such Class terminateCommitment. Accrued commitment fees shall be payable in Dollars and in arrears no later than 15 calendar days after the last day on each Quarterly Date of each March, June, September and December for the quarterly period then ended (commencing on September 30, 2017, but in the case of the payment made on September 30, 2017, for the period from the Closing Date to such date) year and on the Revolving Commitment Termination Date, commencing on the first such date to occur after the Effective Date. All commitment fees shall be computed on which the Revolving Credit Commitments basis of a year of 360 days and shall be payable for the applicable Class terminateactual number of days elapsed (including the first day but excluding the last day). For purposes of calculating the computing commitment fees onlyfees, no portion of the Revolving Credit Commitments Commitment of a Lender shall be deemed utilized as a result to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline LoansExposure of such Lender shall be disregarded for such purpose). (b) Each applicable The Borrower agrees to pay in Dollars (i) to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a participation fee with respect to its participation participations in each Letter Letters of Credit, which shall accrue at the same Applicable Rate used to determine the as interest rate applicable to Adjusted Term SOFR on Fixed Rate Revolving Loans Borrowings on the average daily face amount Dollar Amount of such Lender’s 's LC Exposure attributable to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements), ) during the period from and including the Closing Effective Date to but excluding the later of the date on which such Lender's Revolving Lender’s Revolving Credit Commitment of such Class terminates and the date on which such Revolving Lender ceases to have any LC Exposure related to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (including any such Letter of Credit Exposure that may exist following the termination of such Revolving Credit Commitments) Exposure, and (ii) to each the Issuing Bank, for its own account, a fronting fee, in respect Bank upon issuance of each any Letter of Credit issued by such Issuing Bank for the period from the date of issuance of such Letter of Credit to the expiration date of such Letter of Credit (or if terminated on an earlier date, to the termination date of such Letter of Credit), computed at a rate fronting fee equal to an amount calculated at the rate agreed by such Issuing Bank and the applicable Borrowers (but in any event not to exceed of 0.125% per annum) of annum based on the daily face amount stated Dollar Amount and term of such Letter of Credit, as well as such the Issuing Bank’s reasonable and customary 's standard fees with respect to the administration, issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued to but excluding the last Business Day of each March, June, September and December shall be payable in Dollars in arrears for on the quarterly period then ended (orthird Business Day following each Quarterly Date, in commencing on the case of the payment made on September 30, 2017, for the period from the Closing Date first such date to such date) no later than 15 calendar days occur after the last day of such calendar quarterEffective Date; provided that all such fees shall be payable on the date on which the Revolving Credit Commitments of the applicable Class terminate, terminate and any such fees accruing after the date on which the Revolving Credit Commitments of the applicable Class terminate shall be payable on demand. Any other fees payable to any the Issuing Bank pursuant to this paragraph Section 2.13(b) shall be payable within 30 10 days after receipt demand. All participation fees and fronting fees shall be computed on the basis of a written demand year of 360 days and shall be payable for the actual number of days elapsed (accompanied by reasonable back-up documentation) thereforincluding the first day but excluding the last day). (c) [Reserved]. (d) Each The Borrower agrees to pay to the Administrative Agent, for its own account, the fees payable in the amounts and at the times separately agreed upon by in writing between the Borrowers Borrower and the Administrative Agent in writing(including, without limitation, all fees due and payable pursuant to the terms of the Fee Letter). (ed) All fees payable hereunder shall be paid on the dates due, in Dollars and in immediately available funds, to the Administrative Agent (or to the applicable Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders. Fees paid shall not be refundable under any circumstances except circumstances. (e) Notwithstanding anything to the contrary in this Section 2.13, all commitment fees, facility fees, participation fees and fronting fees with respect to letters of credit and administrative agency fees for periods to but excluding the Effective Date shall accrue and be payable as otherwise provided in the Existing Credit Agreement or Fee Letter. Fees payable hereunder shall accrue through and including the last day of the month immediately preceding the applicable fee payment date. Letter (f) In the event that, on or prior to the date that is six months after the Amendment No. 8 Effective Date, a Borrower (x) prepays, repays, refinances, substitutes or replaces any Amendment No. 8 Term Loans in connection with a Repricing Transaction (including, for the avoidance of doubt, any prepayment made pursuant to ‎Section 2.11(b)(iii) that constitutes a Repricing Transaction) or (y) effects any amendment, modification or waiver of, or consent under, this Agreement resulting in a Repricing Transaction, the Borrower of the Amendment No. 8 Term Loans shall pay to the Administrative Agent, for the ratable account of each of the applicable Amendment No. 8 Term Lenders, (I) as defined in the case of clause (xExisting Credit Agreement), a premium of 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans so prepaid, repaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans that are the subject of such Repricing Transaction outstanding immediately prior to such amendment. If, on or prior to the date that is six months after the Amendment No. 8 Effective Date, all or any portion of the Amendment No. 8 Term Loans held by any Term Lender are prepaid, repaid, refinanced, substituted or replaced pursuant to ‎Section 2.19(b)(iv) as a result of, or in connection with, such Term Lender not agreeing or otherwise consenting to any waiver, consent, modification or amendment referred to in clause (y) above (or otherwise in connection with a Repricing Transaction), such prepayment, repayment, refinancing, substitution or replacement will be made at 101% of the principal amount so prepaid, repaid, refinanced, substituted or replaced. All such amounts shall be due and payable on the date of effectiveness of such Repricing Transactionapplicable. (g) Unless otherwise indicated herein, all computations of fees shall be made on the basis of a 360-day year and shall be payable for the actual days elapsed (including the first day but excluding the last day). Each determination by the Administrative Agent of the amount of any fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Fees. (a) Each applicable The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a commitment fee, which shall accrue at a the rate equal to the Commitment Fee Rate of 0.25% per annum applicable to on the daily unused amount of the Revolving Credit Commitment of such Class on the average daily amount of the Unused Revolving Credit Commitment of such Class of such Revolving Lender during the period from and including the Closing Original Restatement Effective Date to but excluding the date on which such L▇▇▇▇▇’s Revolving Credit Commitments of such Class terminateCommitment terminates. Accrued commitment fees shall be payable in arrears no later than 15 calendar days after on the last day of each March, June, September and December for the quarterly period then ended (commencing on September 30, 2017, but in the case of the payment made on September 30, 2017, for the period from the Closing Date to such date) each year and on the date on which the Revolving Credit Commitments terminate, commencing on the first such date to occur after the Original Restatement Effective Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the applicable Class terminateactual number of days elapsed (including the first day but excluding the last day). For purposes of calculating the computing commitment fees onlypursuant to this Section 2.12(a), no portion a Revolving Commitment of the Revolving Credit Commitments a Lender shall be deemed utilized as a result to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline LoansExposure of such Lender shall be disregarded for such purpose). (b) Each applicable The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a participation fee with respect to its participation participations in each Letter Letters of Credit, which shall accrue at the same Applicable Rate used as in effect from time to determine the time for interest rate applicable to Adjusted Term SOFR Rate on Eurodollar Revolving Loans on the daily face amount of such Lender’s LC Exposure attributable to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements), ) during the period from and including the Closing Original Restatement Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Credit Commitment of such Class terminates and the date on which such Revolving Lender ceases to have any LC Exposure related to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (including any such Letter of Credit Exposure that may exist following the termination of such Revolving Credit Commitments) Exposure, and (ii) to each Issuing Bank, for its own account, Bank a fronting fee, in respect which shall accrue at the rate of each Letter 0.25% per annum on the daily outstanding amount of such Issuing Bank’s Letters of Credit issued by such Issuing Bank for during the period from and including the Original Restatement Effective Date to but excluding the later of the date of issuance termination of such Letter of Credit to the expiration date of such Letter of Credit (or if terminated on an earlier date, to the termination date of such Letter of Credit), computed at a rate equal to the rate agreed by such Issuing Bank Revolving Commitments and the applicable Borrowers (but in date on which there ceases to be any event not to exceed 0.125% per annum) of the daily face amount of such Letter of CreditLC Exposure, as well as such Issuing Bank’s reasonable and customary standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued to but excluding through and including the last Business Day day of each March, June, September and December of each year shall be payable in arrears for on the quarterly period then ended (orthird Business Day following such last day, in commencing on the case of the payment made on September 30, 2017, for the period from the Closing Date first such date to such date) no later than 15 calendar days occur after the last day of such calendar quarterOriginal Restatement Effective Date; provided that all such fees shall be payable on the date on which the Revolving Credit Commitments of the applicable Class terminate, terminate and any such fees accruing after the date on which the Revolving Credit Commitments of the applicable Class terminate shall be payable on demand. Any other fees payable to any an Issuing Bank pursuant to this paragraph shall be payable within 30 10 days after receipt demand. All participation fees and fronting fees shall be computed on the basis of a written demand year of 360 days and shall be payable for the actual number of days elapsed (accompanied by reasonable back-up documentation) thereforincluding the first day but excluding the last day). (c) [Reserved]. (d) Each The Borrower agrees to pay to the Administrative Agent and the Collateral Agent, for its their own accountaccounts, the fees payable in the amounts and at the times separately agreed upon by between the Borrowers Borrower and the Administrative Agent in writingor the Collateral Agent, as the case may be. (ed) All fees payable hereunder shall be paid on the dates due, in Dollars and in immediately available funds, to the Administrative Agent (or to the applicable relevant Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving LendersLenders entitled thereto. Fees paid shall not be refundable under any circumstances except as otherwise provided in the Fee Letter. Fees payable hereunder shall accrue through and including the last day of the month immediately preceding the applicable fee payment datecircumstances. (f) In the event that, on or prior to the date that is six months after the Amendment No. 8 Effective Date, a Borrower (x) prepays, repays, refinances, substitutes or replaces any Amendment No. 8 Term Loans in connection with a Repricing Transaction (including, for the avoidance of doubt, any prepayment made pursuant to ‎Section 2.11(b)(iii) that constitutes a Repricing Transaction) or (y) effects any amendment, modification or waiver of, or consent under, this Agreement resulting in a Repricing Transaction, the Borrower of the Amendment No. 8 Term Loans shall pay to the Administrative Agent, for the ratable account of each of the applicable Amendment No. 8 Term Lenders, (I) in the case of clause (x), a premium of 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans so prepaid, repaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans that are the subject of such Repricing Transaction outstanding immediately prior to such amendment. If, on or prior to the date that is six months after the Amendment No. 8 Effective Date, all or any portion of the Amendment No. 8 Term Loans held by any Term Lender are prepaid, repaid, refinanced, substituted or replaced pursuant to ‎Section 2.19(b)(iv) as a result of, or in connection with, such Term Lender not agreeing or otherwise consenting to any waiver, consent, modification or amendment referred to in clause (y) above (or otherwise in connection with a Repricing Transaction), such prepayment, repayment, refinancing, substitution or replacement will be made at 101% of the principal amount so prepaid, repaid, refinanced, substituted or replaced. All such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction. (g) Unless otherwise indicated herein, all computations of fees shall be made on the basis of a 360-day year and shall be payable for the actual days elapsed (including the first day but excluding the last day). Each determination by the Administrative Agent of the amount of any fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Fees. (a) Each applicable The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a commitment fee, which shall accrue at a rate equal to the Applicable Rate on the daily unused amount of each Revolving Commitment Fee Rate per annum applicable to the Revolving Credit or Phase II Tranche A Commitment of such Class on the average daily amount of the Unused Revolving Credit Commitment of such Class of such Revolving Lender during the period from and including the Closing Effective Date to but excluding the date on which such L▇▇▇▇▇’s Revolving Credit Commitments of such Class terminateCommitment terminates. Accrued commitment fees shall be payable in arrears no later than 15 calendar days after on the last day of each March, June, September and December for the quarterly period then ended (commencing on September 30, 2017, but in the case of the payment made on September 30, 2017, for the period from the Closing Date to such date) each year and on the date dates on which such Commitments terminate, commencing on the Revolving Credit Commitments first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the applicable Class terminateactual number of days elapsed (including the first day but excluding the last day). For purposes of calculating the computing commitment fees onlywith respect to Revolving Commitments, no portion a Revolving Commitment of the Revolving Credit Commitments a Lender shall be deemed utilized as a result to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline LoansExposure of such Lender shall be disregarded for such purpose). (b) Each applicable The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a participation fee with respect to its participation participations in each Letter Letters of Credit, which shall accrue at the same Applicable Rate used from time to determine time in effect for purposes of determining the interest rate applicable to Adjusted Term SOFR Rate Eurocurrency Revolving Loans on the daily face amount of such Lender’s 's LC Exposure attributable to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements), ) during the period from and including the Closing Effective Date to but excluding the later of the date on which such Lender's Revolving Lender’s Revolving Credit Commitment of such Class terminates and the date on which such Revolving Lender ceases to have any LC Exposure related to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (including any such Letter of Credit Exposure that may exist following the termination of such Revolving Credit Commitments) Exposure, and (ii) to each the Issuing Bank, for its own account, Bank a fronting fee, in respect which shall accrue at the rate of each Letter 0.125% per annum on the average daily amount of Credit issued by such Issuing Bank for the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of issuance termination of such Letter of Credit to the expiration date of such Letter of Credit (or if terminated on an earlier date, to the termination date of such Letter of Credit), computed at a rate equal to the rate agreed by such Issuing Bank Revolving Commitments and the applicable Borrowers (but in date on which there ceases to be any event not to exceed 0.125% per annum) of the daily face amount of such Letter of CreditLC Exposure, as well as such the Issuing Bank’s reasonable and customary 's standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued to but excluding through and including the last Business Day day of each March, June, September and December of each year shall be payable in arrears for on the quarterly period then ended (orthird Business Day following such last day, in commencing on the case of the payment made on September 30, 2017, for the period from the Closing Date first such date to such date) no later than 15 calendar days occur after the last day of such calendar quarterEffective Date; provided that all such fees shall be payable on the date on which the Revolving Credit Commitments of the applicable Class terminate, terminate and any such fees accruing after the date on which the Revolving Credit Commitments of the applicable Class terminate shall be payable on demand. Any other fees payable to any the Issuing Bank pursuant to this paragraph shall be payable within 30 10 days after receipt of a written demand (accompanied by reasonable back-up documentation) therefor. (c) [Reserved]. (d) Each Borrower agrees to pay to the Administrative Agent, for its own account, the fees in the amounts and at the times separately agreed upon by the Borrowers and the Administrative Agent in writing. (e) demand. All fees payable hereunder shall be paid on the dates due, in Dollars and in immediately available funds, to the Administrative Agent (or to the applicable Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment participation fees and participation fees, to the Revolving Lenders. Fees paid shall not be refundable under any circumstances except as otherwise provided in the Fee Letter. Fees payable hereunder shall accrue through and including the last day of the month immediately preceding the applicable fee payment date. (f) In the event that, on or prior to the date that is six months after the Amendment No. 8 Effective Date, a Borrower (x) prepays, repays, refinances, substitutes or replaces any Amendment No. 8 Term Loans in connection with a Repricing Transaction (including, for the avoidance of doubt, any prepayment made pursuant to ‎Section 2.11(b)(iii) that constitutes a Repricing Transaction) or (y) effects any amendment, modification or waiver of, or consent under, this Agreement resulting in a Repricing Transaction, the Borrower of the Amendment No. 8 Term Loans shall pay to the Administrative Agent, for the ratable account of each of the applicable Amendment No. 8 Term Lenders, (I) in the case of clause (x), a premium of 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans so prepaid, repaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans that are the subject of such Repricing Transaction outstanding immediately prior to such amendment. If, on or prior to the date that is six months after the Amendment No. 8 Effective Date, all or any portion of the Amendment No. 8 Term Loans held by any Term Lender are prepaid, repaid, refinanced, substituted or replaced pursuant to ‎Section 2.19(b)(iv) as a result of, or in connection with, such Term Lender not agreeing or otherwise consenting to any waiver, consent, modification or amendment referred to in clause (y) above (or otherwise in connection with a Repricing Transaction), such prepayment, repayment, refinancing, substitution or replacement will be made at 101% of the principal amount so prepaid, repaid, refinanced, substituted or replaced. All such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction. (g) Unless otherwise indicated herein, all computations of fronting fees shall be made computed on the basis of a 360-day year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Each determination . (c) Except in the case of mandatory prepayments required under Section 2.11(c) as a result of a Prepayment Event referred to in clause (a), (b) or (d) of the definition of the term Prepayment Event or required under Section 2.11(d), all voluntary and mandatory prepayments of Tranche B Term Loans made on or prior to the Tranche B Refinancing Date, including the prepayment contemplated by the Administrative Agent Second Amendment, will be accompanied by payment of a prepayment fee equal to (i) 2.0% of the aggregate amount of any fee hereunder shall be conclusive such prepayment, if such prepayment is made during the first year after the Effective Date and binding for all purposes(ii) 1.0% of the aggregate amount of such prepayment, absent manifest errorif such prepayment is made during the second year after the Effective Date.

Fees. (a) Each applicable Borrower agrees to pay to the Administrative Agent in dollars for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a commitment fee, which shall accrue at a the rate equal to the Commitment Fee Rate of 0.50% per annum applicable to on the actual daily unused amount of the Revolving Credit Commitment of such Class on the average daily amount of the Unused Revolving Credit Commitment of such Class of such Revolving Lender during the period from and including the Closing Effective Date to but excluding the date on which such L▇▇▇▇▇’s the Revolving Credit Commitments of such Class terminate. Accrued Beginning with March 31, 2020, accrued commitment fees shall be payable in arrears no later than 15 calendar days after on the third Business Day following the last day of each March, June, September and December for the quarterly period then ended (commencing on September 30, 2017, but in the case of the payment made on September 30, 2017, for the period from the Closing Date to such date) each year and on the date on which the Revolving Credit Commitments terminate, commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the applicable Class terminateactual number of days elapsed (including the first day but excluding the last day). For purposes of calculating the computing commitment fees onlyfees, no portion a Revolving Commitment of the Revolving Credit Commitments a Lender shall be deemed utilized as a result to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline LoansExposure of such Lender shall be disregarded for such purpose). (b) Each applicable Borrower agrees to pay (i) to the Administrative Agent in dollars for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a participation fee with respect to its participation participations in each Letter Letters of Credit, which shall accrue at the Applicable Rate Rate, in each case, used to determine the interest rate applicable to Adjusted Term SOFR Rate Eurocurrency Revolving Loans on the daily face amount of such Revolving Lender’s LC Exposure attributable to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements), during the period from and including the Closing Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Credit Commitment of such Class terminates and the date on which such Revolving Lender ceases to have any LC Exposure related Exposure. In addition, each Borrower agrees to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (including any such Letter of Credit Exposure that may exist following the termination of such Revolving Credit Commitments) and (ii) pay to each Issuing Bank, for its own account, a fronting fee, in respect of each Letter of Credit issued by such Issuing Bank for the Borrowers for the period from the date of issuance of such Letter of Credit to through the expiration date of such Letter of Credit (or if terminated on an earlier date, date to the termination date of such Letter of Credit), computed at a rate equal to 0.125% per annum or such other percentage per annum to be agreed upon between the rate agreed by Borrowers and such Issuing Bank and the applicable Borrowers (but in any event not to exceed 0.125% per annum) of the daily face outstanding amount of such Letter of Credit, as well as such Issuing Bank’s reasonable and customary standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued to but excluding through and including the last Business Day day of each March, June, September and December of each year shall be payable in arrears for on the quarterly period then ended (orthird Business Day following such last day, in the case of the payment made commencing on September 30March 31, 2017, for the period from the Closing Date to such date) no later than 15 calendar days after the last day of such calendar quarter2020; provided that all such fees shall be payable on the date on which the Revolving Credit Commitments of the applicable Class terminate, terminate and any such fees accruing after the date on which the Revolving Credit Commitments of the applicable Class terminate shall be payable on demanddemand until the expiration or cancellation of all outstanding Letters of Credit. Any other All participation fees payable to any Issuing Bank pursuant to this paragraph and fronting fees shall be computed on the basis of a year of 360 days and shall be payable within 30 for the actual number of days after receipt of a written demand (accompanied by reasonable back-up documentation) thereforelapsed. (c) [Reserved]. (d) Each Borrower agrees to pay to the Administrative Agent, for its own account, the fees in the amounts and at the times separately agreed upon by the Borrowers and the Administrative Agent in writing. (e) All fees payable hereunder shall be paid on the dates due, in Dollars and in immediately available funds, to the Administrative Agent (or to the applicable an Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving LendersLenders entitled thereto. Fees paid hereunder shall not be refundable under any circumstances except as otherwise provided in the Fee Letter. Fees payable hereunder shall accrue through and including the last day of the month immediately preceding the applicable fee payment datecircumstances. (fd) In the event that, on or prior Each Borrower agrees to the date that is six months after the Amendment No. 8 Effective Date, a Borrower (x) prepays, repays, refinances, substitutes or replaces any Amendment No. 8 Term Loans in connection with a Repricing Transaction (including, for the avoidance of doubt, any prepayment made pursuant to ‎Section 2.11(b)(iii) that constitutes a Repricing Transaction) or (y) effects any amendment, modification or waiver of, or consent under, this Agreement resulting in a Repricing Transaction, the Borrower of the Amendment No. 8 Term Loans shall pay to the Administrative Agent, for the ratable account of each of the applicable Amendment No. 8 Term Lendersits own account, (I) an agency fee payable in the case of clause amount and at the times separately agreed upon between the Borrowers and the Administrative Agent. (x)e) Notwithstanding the foregoing, a premium of 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans so prepaidand subject to Section 2.22, repaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal no Borrower shall be obligated to 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans that are the subject of such Repricing Transaction outstanding immediately prior pay any amounts to such amendment. If, on or prior to the date that is six months after the Amendment No. 8 Effective Date, all or any portion of the Amendment No. 8 Term Loans held by any Term Defaulting Lender are prepaid, repaid, refinanced, substituted or replaced pursuant to ‎Section 2.19(b)(iv) as a result of, or in connection with, such Term Lender not agreeing or otherwise consenting to any waiver, consent, modification or amendment referred to in clause (y) above (or otherwise in connection with a Repricing Transaction), such prepayment, repayment, refinancing, substitution or replacement will be made at 101% of the principal amount so prepaid, repaid, refinanced, substituted or replaced. All this Section 2.12; provided that such amounts shall be due and payable on to any non-Defaulting Lender which assumes the date of effectiveness of such Repricing Transaction. (g) Unless otherwise indicated herein, all computations of fees shall be made on the basis obligations of a 360-day year and shall be payable for the actual days elapsed (including the first day but excluding the last dayDefaulting Lender pursuant to Section 2.22(a)(iv). Each determination by the Administrative Agent of the amount of any fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Fees. (a) Each applicable Borrower agrees The Borrowers agree to pay to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a commitment fee, which shall accrue at a rate equal to the Applicable Commitment Fee Rate per annum applicable to the Revolving Credit Commitment of such Class on the average daily amount of the Unused unused Revolving Credit Commitment of such Class of such Revolving Lender during the period from and including the Closing Effective Date to but excluding the date on which such L▇▇▇▇▇’s Revolving Credit Commitments of such Class terminateCommitment terminates. Accrued commitment fees shall be payable in arrears no later than 15 calendar days after on the first Business Day following the last day of each March, June, September and December for the quarterly period then ended (commencing on September 30, 2017, but in the case of the payment made on September 30, 2017, for the period from the Closing Date to such date) each year and on the date on which the Revolving Credit Commitments terminate, commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the applicable Class terminateactual number of days elapsed (including the first day but excluding the last day). For purposes of calculating the computing commitment fees onlyfees, no portion a Revolving Commitment of the Revolving Credit Commitments a Lender shall be deemed utilized as a result to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline LoansExposure of such Lender and Protective Advances shall be disregarded for such purpose). (b) Each applicable Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a participation fee with respect to its participation participations in each Letter the Letters of CreditCredit issued for the account of such Borrower, which shall accrue at the Applicable Revolving Rate used to determine the interest rate applicable to Adjusted Term SOFR Rate Eurocurrency Revolving Loans on the daily face amount of such Lender’s LC Exposure attributable to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements), ) in respect of such Letters of Credit during the period from and including the Closing Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Credit Commitment of such Class terminates and the date on which such Revolving Lender ceases to have any LC Exposure related to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (including any such Letter of Credit Exposure that may exist following the termination of such Revolving Credit Commitments) Exposure, and (ii) to each Issuing Bank, for its own account, Bank a fronting feefee with respect to Letter of Credit issued by it for the account of such Borrower, in respect which shall accrue at the rate or rates per annum separately agreed upon between the Company and such Issuing Bank on the average daily amount of each Letter the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) for the account of such Borrower during the period from and including the Effective Date to but excluding the later of the date of issuance termination of such Letter of Credit to the expiration date of such Letter of Credit (or if terminated on an earlier date, to the termination date of such Letter of Credit), computed at a rate equal to the rate agreed by such Issuing Bank Revolving Commitments and the applicable Borrowers (but in date on which there ceases to be any event not to exceed 0.125% per annum) of the daily face amount of such Letter of CreditLC Exposure, as well as such Issuing Bank’s reasonable and customary standard fees with respect to the issuance, amendment, renewal or extension of any such Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued to but excluding through and including the last Business Day day of each March, June, September and December of each year shall be payable in arrears for on the quarterly period then ended (orfirst Business Day following such last day, in commencing on the case of the payment made on September 30, 2017, for the period from the Closing Date first such date to such date) no later than 15 calendar days occur after the last day of such calendar quarterEffective Date; provided that all such fees shall be payable on the date on which the Revolving Credit Commitments of the applicable Class terminate, terminate and any such fees accruing after the date on which the Revolving Credit Commitments of the applicable Class terminate shall be payable on demand. Any other fees payable to any an Issuing Bank pursuant to this paragraph shall be payable within 30 10 days after receipt demand. All participation fees and fronting fees shall be computed on the basis of a written demand year of 360 days and shall be payable for the actual number of days elapsed (accompanied by reasonable back-up documentation) thereforincluding the first day but excluding the last day). (c) [Reserved]. (d) Each Borrower The Company agrees to pay to the Administrative Agent, for its own account, the fees payable in the amounts and at the times separately agreed upon by between the Borrowers Company and the Administrative Agent in writingAgent. (ed) All fees payable hereunder shall be paid on the dates due, in Dollars and in immediately available funds, to the Administrative Agent (or to the applicable an Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving LendersLenders entitled thereto. Fees paid shall not be refundable under any circumstances except as otherwise provided in the Fee Letter. Fees payable hereunder shall accrue through and including the last day of the month immediately preceding the applicable fee payment datecircumstances. (f) In the event that, on or prior to the date that is six months after the Amendment No. 8 Effective Date, a Borrower (x) prepays, repays, refinances, substitutes or replaces any Amendment No. 8 Term Loans in connection with a Repricing Transaction (including, for the avoidance of doubt, any prepayment made pursuant to ‎Section 2.11(b)(iii) that constitutes a Repricing Transaction) or (y) effects any amendment, modification or waiver of, or consent under, this Agreement resulting in a Repricing Transaction, the Borrower of the Amendment No. 8 Term Loans shall pay to the Administrative Agent, for the ratable account of each of the applicable Amendment No. 8 Term Lenders, (I) in the case of clause (x), a premium of 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans so prepaid, repaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans that are the subject of such Repricing Transaction outstanding immediately prior to such amendment. If, on or prior to the date that is six months after the Amendment No. 8 Effective Date, all or any portion of the Amendment No. 8 Term Loans held by any Term Lender are prepaid, repaid, refinanced, substituted or replaced pursuant to ‎Section 2.19(b)(iv) as a result of, or in connection with, such Term Lender not agreeing or otherwise consenting to any waiver, consent, modification or amendment referred to in clause (y) above (or otherwise in connection with a Repricing Transaction), such prepayment, repayment, refinancing, substitution or replacement will be made at 101% of the principal amount so prepaid, repaid, refinanced, substituted or replaced. All such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction. (g) Unless otherwise indicated herein, all computations of fees shall be made on the basis of a 360-day year and shall be payable for the actual days elapsed (including the first day but excluding the last day). Each determination by the Administrative Agent of the amount of any fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Fees. (a) Each applicable Borrower agrees The Borrowers agree to pay to the Administrative Agent in dollars for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a commitment fee, which shall accrue at a the rate equal to of the Commitment Fee Rate Percentage per annum applicable to the Revolving Credit Commitment of such Class on the average daily unused amount of the Unused Revolving Credit Commitment of such Class of such Revolving Lender during the period from and including the Closing Effective Date to but excluding the date on which such L▇▇▇▇▇’s the Revolving Credit Commitments of such Class terminate. Accrued commitment fees shall be payable in arrears no later than 15 calendar days after on the third Business Day following the last day of each March, June, September and December for the quarterly period then ended (commencing on September 30, 2017, but in the case of the payment made on September 30, 2017, for the period from the Closing Date to such date) each year and on the date on which the Revolving Credit Commitments terminate, commencing on the first such date to occur after the Effective Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the applicable Class terminateactual number of days elapsed (including the first day but excluding the last day). For purposes of calculating the computing commitment fees onlyfees, no portion a Revolving Commitment of the Revolving Credit Commitments a Lender shall be deemed utilized as a result to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline LoansExposure of such Lender shall be disregarded for such purpose). (b) Each applicable Borrower agrees The Borrowers agree to pay (i) to the Administrative Agent in dollars for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a participation fee with respect to its participation participations in each Letter Letters of Credit, which shall accrue at the Applicable Rate used to determine the interest rate applicable to Adjusted Term SOFR Rate Eurodollar Revolving Loans on the daily face amount of such Lender’s LC Exposure attributable to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements)Disbursements but taking into account the maximum amount available to be drawn under all outstanding Letters of Credit, whether or not such maximum amount is then in effect) during the period from and including the Closing Effective Date to and including the later of the date on which such Revolving Lender’s Revolving Credit Commitment of such Class terminates and the date on which such Revolving Lender ceases to have any LC Exposure related to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (including any such Letter of Credit Exposure that may exist following the termination of such Revolving Credit Commitments) Exposure, and (ii) to each Issuing Bank, for its own account, Bank in dollars a fronting fee, in which shall accrue at (x) a rate equal to 0.125% per annum or (y) a lesser rate per annum agreed to by any Issuing Bank (with respect of each to any Letter of Credit issued by such Issuing Bank for Bank), in each case on the period from daily amount of the date of issuance of such Letter LC Exposure, attributable to Letters of Credit to the expiration date of such Letter of Credit (or if terminated on an earlier date, to the termination date of such Letter of Credit), computed at a rate equal to the rate agreed issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements but taking into account the maximum amount available to be drawn under all outstanding Letters of Credit, whether or not such maximum amount is then in effect) during the period from and including the Effective Date to and including the later of the date of termination of the Revolving Commitments and the applicable Borrowers (but in date on which there ceases to be any event not to exceed 0.125% per annum) of the daily face amount of such Letter of CreditLC Exposure, as well as such Issuing Bank’s reasonable and customary standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued to but excluding through and including the last Business Day day of each March, June, September and December of each year shall be payable in arrears for on the quarterly period then ended (or, in the case of the payment made on September 30, 2017, for the period from the Closing Date to such date) no later than 15 calendar days after third Business Day following the last day of March, June, September and December, respectively, commencing on the first such calendar quarterdate to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Revolving Credit Commitments of the applicable Class terminate, terminate and any such fees accruing after the date on which the Revolving Credit Commitments of the applicable Class terminate shall be payable on demand. Any other fees payable to any an Issuing Bank pursuant to this paragraph shall be payable within 30 10 days after receipt of a written demand (accompanied by reasonable back-up documentation) therefor. (c) [Reserved]. (d) Each Borrower agrees to pay to the Administrative Agent, for its own account, the fees in the amounts and at the times separately agreed upon by the Borrowers and the Administrative Agent in writing. (e) demand. All fees payable hereunder shall be paid on the dates due, in Dollars and in immediately available funds, to the Administrative Agent (or to the applicable Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment participation fees and participation fees, to the Revolving Lenders. Fees paid shall not be refundable under any circumstances except as otherwise provided in the Fee Letter. Fees payable hereunder shall accrue through and including the last day of the month immediately preceding the applicable fee payment date. (f) In the event that, on or prior to the date that is six months after the Amendment No. 8 Effective Date, a Borrower (x) prepays, repays, refinances, substitutes or replaces any Amendment No. 8 Term Loans in connection with a Repricing Transaction (including, for the avoidance of doubt, any prepayment made pursuant to ‎Section 2.11(b)(iii) that constitutes a Repricing Transaction) or (y) effects any amendment, modification or waiver of, or consent under, this Agreement resulting in a Repricing Transaction, the Borrower of the Amendment No. 8 Term Loans shall pay to the Administrative Agent, for the ratable account of each of the applicable Amendment No. 8 Term Lenders, (I) in the case of clause (x), a premium of 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans so prepaid, repaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans that are the subject of such Repricing Transaction outstanding immediately prior to such amendment. If, on or prior to the date that is six months after the Amendment No. 8 Effective Date, all or any portion of the Amendment No. 8 Term Loans held by any Term Lender are prepaid, repaid, refinanced, substituted or replaced pursuant to ‎Section 2.19(b)(iv) as a result of, or in connection with, such Term Lender not agreeing or otherwise consenting to any waiver, consent, modification or amendment referred to in clause (y) above (or otherwise in connection with a Repricing Transaction), such prepayment, repayment, refinancing, substitution or replacement will be made at 101% of the principal amount so prepaid, repaid, refinanced, substituted or replaced. All such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction. (g) Unless otherwise indicated herein, all computations of fronting fees shall be made computed on the basis of a 360-day year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Each determination by . (c) The Borrowers agree to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrowers and the Administrative Agent in the Fee Letter. (d) The Borrowers agree to pay to the Administrative Agent in dollars for the account of each Term Lender a ticking fee, which shall accrue at the rate of the Ticking Fee Percentage per annum, on an amount equal to the amount of any fee hereunder the Initial Term Commitment of such Term Lender as of the Effective Date, during the period from and including the Allocation Date to but excluding the Effective Date. Accrued ticking fees shall be conclusive payable on the Effective Date. All ticking fees shall be computed on the basis of a year of 360 days and binding shall be payable for all purposesthe actual number of days elapsed (including the first day but excluding the last day). (e) Notwithstanding the foregoing, absent manifest errorand subject to Section 2.21, the Borrowers shall not be obligated to pay any amounts to any Defaulting Lender pursuant to this Section 2.11.

Fees. (a) Each applicable Borrower The Company agrees to pay to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a commitment fee, which shall accrue at a rate equal to the Commitment Fee Applicable Rate per annum applicable to the Revolving Credit Commitment of such Class on the average daily amount of the Unused Revolving Credit unused Commitment of such Class of such Revolving Lender Lender, subject to adjustment as provided in Section 2.18, during the period from and including the Closing Date date of this Agreement to but excluding the date on which such L▇▇▇▇▇’s Revolving Credit Commitments of such Class terminateCommitment terminates. Accrued commitment fees shall be payable in arrears no later than 15 calendar days after on the last day Business Day of each March, June, September and December for of each year, on any date prior to the quarterly period then ended (commencing Maturity Date on September 30, 2017, but in which the case of the payment made on September 30, 2017, for the period from the Closing Date to such date) Commitments terminate and on the Maturity Date, commencing on the first such date on which to occur after the Revolving Credit Commitments of the applicable Class terminatedate hereof. For purposes of calculating the All commitment fees only, no portion of the Revolving Credit Commitments shall be deemed utilized as computed on the basis of a result year of outstanding Swingline Loans360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) Each applicable Borrower The Company agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a participation fee with respect to its participation participations in each Letter Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Adjusted Term SOFR Rate Revolving Eurocurrency Loans on the average daily face amount of such Lender’s LC Exposure attributable to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements), ) during the period from and including the Closing Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Credit Commitment of such Class terminates and the date on which such Revolving Lender ceases to have any LC Exposure related to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (including any such Letter of Credit Exposure that may exist following the termination of such Revolving Credit Commitments) Exposure, and (ii) to each Issuing Bank, for its own account, Lender a fronting fee, in respect which shall accrue at the rate of each Letter 0.125% per annum on the average daily amount of Credit issued by such Issuing Bank for the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of issuance termination of such Letter of Credit to the expiration date of such Letter of Credit (or if terminated on an earlier date, to the termination date of such Letter of Credit), computed at a rate equal to the rate agreed by such Issuing Bank Commitments and the applicable Borrowers (but in date on which there ceases to be any event not to exceed 0.125% per annum) of the daily face amount of such Letter of CreditLC Exposure, as well as such each Issuing BankLender’s reasonable and customary standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued to but excluding through and including the last Business Day day of each March, June, September and December of each year shall be payable in arrears for on the quarterly period then ended (orfifteenth day following such last day, in commencing on the case of the payment made on September 30, 2017, for the period from the Closing Date first such date to such date) no later than 15 calendar days occur after the last day of such calendar quarterEffective Date; provided that all such fees shall be payable on the date on which the Revolving Credit Commitments of the applicable Class terminate, terminate and any such fees accruing after the date on which the Revolving Credit Commitments of the applicable Class terminate shall be payable on demand. Any other fees payable to any Issuing Bank Lender pursuant to this paragraph shall be payable within 30 10 days after receipt demand. All participation fees and fronting fees shall be computed on the basis of a written demand year of 360 days and shall be payable for the actual number of days elapsed (accompanied by reasonable back-up documentation) thereforincluding the first day but excluding the last day). (c) [Reserved]. (d) Each Borrower The Company agrees to pay to the Administrative Agent, each for its their own account, the fees payable in the amounts and at the times separately agreed upon by in writing between the Borrowers Company and the Administrative Agent in writingAgent. (ed) All fees payable hereunder shall be paid on the dates due, in Dollars and in immediately available funds, to the Administrative Agent (or to the applicable Issuing BankLender, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders. Fees paid shall not be refundable under any circumstances except as otherwise provided absent error in the Fee Letter. Fees payable hereunder shall accrue through and including the last day of the month immediately preceding the applicable fee calculation or payment datethereof. (f) In the event that, on or prior to the date that is six months after the Amendment No. 8 Effective Date, a Borrower (x) prepays, repays, refinances, substitutes or replaces any Amendment No. 8 Term Loans in connection with a Repricing Transaction (including, for the avoidance of doubt, any prepayment made pursuant to ‎Section 2.11(b)(iii) that constitutes a Repricing Transaction) or (y) effects any amendment, modification or waiver of, or consent under, this Agreement resulting in a Repricing Transaction, the Borrower of the Amendment No. 8 Term Loans shall pay to the Administrative Agent, for the ratable account of each of the applicable Amendment No. 8 Term Lenders, (I) in the case of clause (x), a premium of 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans so prepaid, repaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans that are the subject of such Repricing Transaction outstanding immediately prior to such amendment. If, on or prior to the date that is six months after the Amendment No. 8 Effective Date, all or any portion of the Amendment No. 8 Term Loans held by any Term Lender are prepaid, repaid, refinanced, substituted or replaced pursuant to ‎Section 2.19(b)(iv) as a result of, or in connection with, such Term Lender not agreeing or otherwise consenting to any waiver, consent, modification or amendment referred to in clause (y) above (or otherwise in connection with a Repricing Transaction), such prepayment, repayment, refinancing, substitution or replacement will be made at 101% of the principal amount so prepaid, repaid, refinanced, substituted or replaced. All such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction. (g) Unless otherwise indicated herein, all computations of fees shall be made on the basis of a 360-day year and shall be payable for the actual days elapsed (including the first day but excluding the last day). Each determination by the Administrative Agent of the amount of any fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Fees. (a) Each applicable The Borrower agrees to pay to the Administrative Agent in dollars for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a commitment fee, which shall accrue at a the rate equal to the Commitment Fee Rate of 0.50% per annum applicable to the Revolving Credit Commitment of such Class on the average daily unused amount of the Unused Revolving Credit Commitment of such Class of such Revolving Lender during the period from and including the Closing Effective Date to but excluding the date on which such L▇▇▇▇▇’s the Revolving Credit Commitments of such Class terminate. Accrued commitment fees shall be payable in arrears no later than 15 calendar days after on the first Business Day following the last day of each March, June, September and December for the quarterly period then ended (commencing on September 30, 2017, but in the case of the payment made on September 30, 2017, for the period from the Closing Date to such date) each year and on the date on which the Revolving Credit Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any such fees accrued from the Effective Date through the end of the applicable Class terminatefirst full fiscal quarter following the Effective Date shall be payable on the first Business Day following the last day of such full quarter. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of calculating the computing commitment fees onlyfees, no portion a Revolving Commitment of the Revolving Credit Commitments a Lender shall be deemed utilized as a result to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline LoansExposure of such Lender shall be disregarded for such purpose). (b) Each applicable The Borrower agrees to pay (i) to the Administrative Agent in dollars for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a participation fee with respect to its participation participations in each Letter Letters of Credit, which shall accrue at the Applicable Rate used to determine the interest rate applicable to Adjusted Term SOFR Rate Eurodollar Revolving Loans on the average daily face amount of such Lender’s LC Exposure attributable to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements), ) during the period from and including the Closing Effective Date to and including the later of the date on which such Revolving Lender’s Revolving Credit Commitment of such Class terminates and the date on which such Revolving Lender ceases to have any LC Exposure related to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (including any such Letter of Credit Exposure that may exist following the termination of such Revolving Credit Commitments) and (ii) to each Issuing Bank, for its own account, Bank in dollars a fronting fee, in respect of fee for each Letter of Credit equal to 0.125% per annum on the average daily amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank for (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to and including the later of the date of issuance termination of such Letter of Credit to the expiration date of such Letter of Credit (or if terminated on an earlier date, to the termination date of such Letter of Credit), computed at a rate equal to the rate agreed by such Issuing Bank Revolving Commitments and the applicable Borrowers (but in date on which there ceases to be any event not to exceed 0.125% per annum) of the daily face amount of such Letter of CreditLC Exposure, as well as such Issuing Bank’s reasonable and customary standard fees with respect to the issuance, amendment, renewal amendment or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees for standby Letters of Credit accrued to but excluding through and including the last Business Day day of each March, June, September and December of each year shall be payable in arrears for on the quarterly period then ended (orfirst Business Day following such last day, in commencing on the case of the payment made on September 30, 2017, for the period from the Closing Date first such date to such date) no later than 15 calendar days occur after the last day of such calendar quarterEffective Date; provided that all such fees shall be payable on the date on which the Revolving Credit Commitments of the applicable Class terminate, terminate and any such fees accruing after the date on which the Revolving Credit Commitments of the applicable Class terminate shall be payable on demand. Any other fees payable to any an Issuing Bank pursuant to this paragraph shall be payable within 30 10 days after receipt demand. All participation fees and fronting fees shall be computed on the basis of a written demand year of 360 days and shall be payable for the actual number of days elapsed (accompanied by reasonable back-up documentation) thereforincluding the first day but excluding the last day). (c) [Reserved]. (d) Each The Borrower agrees to pay to the Administrative Agent, for its own account, the fees payable in the amounts and at the times separately agreed upon by between the Borrowers Borrower and the Administrative Agent in writingAgent. (ed) All fees payable hereunder shall be paid on Notwithstanding the dates dueforegoing, in Dollars and in immediately available fundssubject to Section 2.22, to the Administrative Agent (or to the applicable Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders. Fees paid Borrower shall not be refundable under obligated to pay any circumstances except as otherwise provided in the Fee Letter. Fees payable hereunder shall accrue through and including the last day of the month immediately preceding the applicable fee payment date. (f) In the event that, on or prior amounts to the date that is six months after the Amendment No. 8 Effective Date, a Borrower (x) prepays, repays, refinances, substitutes or replaces any Amendment No. 8 Term Loans in connection with a Repricing Transaction (including, for the avoidance of doubt, any prepayment made Defaulting Lender pursuant to ‎Section 2.11(b)(iii) that constitutes a Repricing Transaction) or (y) effects any amendment, modification or waiver of, or consent under, this Agreement resulting in a Repricing Transaction, the Borrower of the Amendment No. 8 Term Loans shall pay to the Administrative Agent, for the ratable account of each of the applicable Amendment No. 8 Term Lenders, (I) in the case of clause (x), a premium of 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans so prepaid, repaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans that are the subject of such Repricing Transaction outstanding immediately prior to such amendment. If, on or prior to the date that is six months after the Amendment No. 8 Effective Date, all or any portion of the Amendment No. 8 Term Loans held by any Term Lender are prepaid, repaid, refinanced, substituted or replaced pursuant to ‎Section 2.19(b)(iv) as a result of, or in connection with, such Term Lender not agreeing or otherwise consenting to any waiver, consent, modification or amendment referred to in clause (y) above (or otherwise in connection with a Repricing Transaction), such prepayment, repayment, refinancing, substitution or replacement will be made at 101% of the principal amount so prepaid, repaid, refinanced, substituted or replaced. All such amounts shall be due and payable on the date of effectiveness of such Repricing TransactionSection 2.12. (g) Unless otherwise indicated herein, all computations of fees shall be made on the basis of a 360-day year and shall be payable for the actual days elapsed (including the first day but excluding the last day). Each determination by the Administrative Agent of the amount of any fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Fees. (a) Each applicable Borrower agrees The Borrowers agree to pay to the Administrative Agent in dollars for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a commitment fee, which shall accrue at a the rate equal to of the Commitment Fee Rate Percentage per annum applicable to the Revolving Credit Commitment of such Class on the average daily unused amount of the Unused Revolving Credit Commitment of such Class of such Revolving Lender during the period from and including the Closing Effective Date to but excluding the date on which such L▇▇▇▇▇’s the Revolving Credit Commitments of such Class terminate. Accrued commitment fees shall be payable in arrears no later than 15 calendar days after on the third Business Day following the last day of each March, June, September and December for the quarterly period then ended (commencing on September 30, 2017, but in the case of the payment made on September 30, 2017, for the period from the Closing Date to such date) each year and on the date on which the Revolving Credit Commitments terminate, commencing on the first such date to occur after the Effective Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the applicable Class terminateactual number of days elapsed (including the first day but excluding the last day). For purposes of calculating the computing commitment fees onlyfees, no portion a Revolving Commitment of the Revolving Credit Commitments a Lender shall be deemed utilized as a result to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline LoansExposure of such Lender shall be disregarded for such purpose). (b) Each applicable Borrower agrees The Borrowers agree to pay (i) to the Administrative Agent in dollars for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a participation fee with respect to its participation participations in each Letter Letters of Credit, which shall accrue at the Applicable Rate used to determine the interest rate applicable to Adjusted Eurodollar Loans, Term SOFR Rate Benchmark Revolving Loans or RFR Loans (as applicable) on the daily face amount of such Lender’s LC Exposure attributable to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements)Disbursements but taking into account the maximum amount available to be drawn under all outstanding Letters of Credit, whether or not such maximum amount is then in effect) during the period from and including the Closing Effective Date to and including the later of the date on which such Revolving Lender▇▇▇▇▇▇’s Revolving Credit Commitment of such Class terminates and the date on which such Revolving Lender ceases to have any LC Exposure related to its Revolving Credit Commitment of such Class in respect of such Letter of Credit (including any such Letter of Credit Exposure that may exist following the termination of such Revolving Credit Commitments) Exposure, and (ii) to each Issuing Bank, for its own account, Bank in dollars a fronting fee, in which shall accrue at (x) a rate equal to 0.125% per annum or (y) a lesser rate per annum agreed to by any Issuing Bank (with respect of each to any Letter of Credit issued by such Issuing Bank for Bank), in each case on the period from daily amount of the date of issuance of such Letter LC Exposure, attributable to Letters of Credit to the expiration date of such Letter of Credit (or if terminated on an earlier date, to the termination date of such Letter of Credit), computed at a rate equal to the rate agreed issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements but taking into account the maximum amount available to be drawn under all outstanding Letters of Credit, whether or not such maximum amount is then in effect) during the period from and including the Effective Date to and including the later of the date of termination of the Revolving Commitments and the applicable Borrowers (but in date on which there ceases to be any event not to exceed 0.125% per annum) of the daily face amount of such Letter of CreditLC Exposure, as well as such Issuing Bank’s reasonable and customary standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued to but excluding through and including the last Business Day day of each March, June, September and December of each year shall be payable in arrears for on the quarterly period then ended (or, in the case of the payment made on September 30, 2017, for the period from the Closing Date to such date) no later than 15 calendar days after third Business Day following the last day of March, June, September and December, respectively, commencing on the first such calendar quarterdate to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Revolving Credit Commitments of the applicable Class terminate, terminate and any such fees accruing after the date on which the Revolving Credit Commitments of the applicable Class terminate shall be payable on demand. Any other fees payable to any an Issuing Bank pursuant to this paragraph shall be payable within 30 10 days after receipt of a written demand (accompanied by reasonable back-up documentation) therefor. (c) [Reserved]. (d) Each Borrower agrees to pay to the Administrative Agent, for its own account, the fees in the amounts and at the times separately agreed upon by the Borrowers and the Administrative Agent in writing. (e) demand. All fees payable hereunder shall be paid on the dates due, in Dollars and in immediately available funds, to the Administrative Agent (or to the applicable Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment participation fees and participation fees, to the Revolving Lenders. Fees paid shall not be refundable under any circumstances except as otherwise provided in the Fee Letter. Fees payable hereunder shall accrue through and including the last day of the month immediately preceding the applicable fee payment date. (f) In the event that, on or prior to the date that is six months after the Amendment No. 8 Effective Date, a Borrower (x) prepays, repays, refinances, substitutes or replaces any Amendment No. 8 Term Loans in connection with a Repricing Transaction (including, for the avoidance of doubt, any prepayment made pursuant to ‎Section 2.11(b)(iii) that constitutes a Repricing Transaction) or (y) effects any amendment, modification or waiver of, or consent under, this Agreement resulting in a Repricing Transaction, the Borrower of the Amendment No. 8 Term Loans shall pay to the Administrative Agent, for the ratable account of each of the applicable Amendment No. 8 Term Lenders, (I) in the case of clause (x), a premium of 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans so prepaid, repaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the Amendment No. 8 Term Loans that are the subject of such Repricing Transaction outstanding immediately prior to such amendment. If, on or prior to the date that is six months after the Amendment No. 8 Effective Date, all or any portion of the Amendment No. 8 Term Loans held by any Term Lender are prepaid, repaid, refinanced, substituted or replaced pursuant to ‎Section 2.19(b)(iv) as a result of, or in connection with, such Term Lender not agreeing or otherwise consenting to any waiver, consent, modification or amendment referred to in clause (y) above (or otherwise in connection with a Repricing Transaction), such prepayment, repayment, refinancing, substitution or replacement will be made at 101% of the principal amount so prepaid, repaid, refinanced, substituted or replaced. All such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction. (g) Unless otherwise indicated herein, all computations of fronting fees shall be made computed on the basis of a 360-day year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Each determination by . (c) The Borrowers agree to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrowers and the Administrative Agent in the Fee Letter. (d) The Borrowers agree to pay to the Administrative Agent in dollars for the account of each Term Lender a ticking fee, which shall accrue at the rate of the Ticking Fee Percentage per annum, on an amount equal to the amount of any fee hereunder the Initial Term Commitment of such Term Lender as of the Effective Date, during the period from and including the Allocation Date to but excluding the Effective Date. Accrued ticking fees shall be conclusive payable on the Effective Date. All ticking fees shall be computed on the basis of a year of 360 days and binding shall be payable for all purposesthe actual number of days elapsed (including the first day but excluding the last day). (e) Notwithstanding the foregoing, absent manifest errorand subject to Section 2.21, the Borrowers shall not be obligated to pay any amounts to any Defaulting Lender pursuant to this Section 2.11.