Common use of Fees Clause in Contracts

Fees. (a) The Company agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee, which shall accrue at the Applicable Rate on the daily amount of the excess of the aggregate Revolving Commitment of such 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 Lender during the period from and including the date hereof to but excluding the date on which each of the Deposit Commitments and the Deposit LC Exposure have been reduced to zero. (c) The Company agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Revolving Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans on the average daily amount of such Lender’s Revolving LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any Revolving LC Exposure, (ii) to each Revolving Issuing Bank a fronting fee, 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 to each Revolving Letter of Credit issued by such Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any 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 later of the date of 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 issued by such Issuing Bank and (iv) to each Issuing Bank, such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by it or processing of drawings thereunder. (d) Fees accrued pursuant to paragraphs (a), (b), (c)(i), (c)(ii) and (c)(iii) above, through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following each such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees for the account of Lenders of either Class shall be payable on the date on which the Commitments of such Class terminate and any such fees accruing after the date on which such Commitments 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 Section shall be payable within 10 days after demand. (e) The Company agrees to pay (i) to the Administrative Agent, the Collateral Agent and the Lead Arrangers, for their own accounts, fees payable in the amounts and at the times separately agreed to pursuant to the 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 an amount separately agreed with the Lenders. (f) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to each Issuing Bank, in the case of fees payable to it) for distribution (if applicable) to the Lenders as specified above. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee, fee which shall accrue at an annual rate equal to the Applicable Rate applicable Unused Fee on Committed Amount, on the daily amount of the excess of the aggregate Revolving Commitment of such Lender over such Lender’s Revolving Outstandings unused Committed Amount during the period from and including the date hereof Effective Date to but excluding the date on which its Committed Amount terminates. Accrued Unused Fees on Committed Amounts shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the aggregate Committed Amounts terminate, commencing on the first such Revolving Commitment terminatesdate to occur after the date hereof, shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first but excluding the last day). (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 Lender during the period from and including the date hereof to but excluding the date on which each of the Deposit Commitments and the Deposit LC Exposure have been reduced to zero. (c) The Company Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Revolving Letters of Credit, which shall accrue at the same Applicable Rate Margin used to determine the interest rate applicable to Eurodollar Revolving Loans on the average daily amount of such Lender’s Revolving LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment Committed Amount terminates and the date on which such Lender ceases to have any Revolving LC Exposure, and (ii) to each Revolving Issuing Bank a fronting fee, which shall accrue at the rate of 0.150.25% per annum on the average daily amount of that portion of the Revolving LC Exposure attributable to such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) with respect to each Revolving Letter of Credit issued by such Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments Committed Amounts and the date on which there ceases to be any Revolving LC Exposure with respect attributable 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 later of the date of 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 issued by such Issuing Bank and (iv) to each Issuing Bank, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by it or processing of drawings thereunder. (d) Fees . Participation fees and fronting fees accrued pursuant to paragraphs (a), (b), (c)(i), (c)(ii) and (c)(iii) above, through and including shall be payable on the third Business Day following the last day of March, June, September and December of each year shall be payable on the third Business Day following each such last dayyear, commencing on the first such date to occur after the Effective Date; provided that all such fees for the account of Lenders of either Class shall be payable on the date on which the Commitments of such Class Committed Amounts terminate and any such fees accruing after the date on which such Commitments the Committed Amounts terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All such participation fees and fronting fees shall be computed on the basis of a year of 365 360 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 Section shall be payable within 10 days after demand. (ec) The Company Borrower agrees to pay (i) to the Administrative Agent, the Collateral Agent and the Lead Arrangers, for their its own accountsaccount, fees payable in the amounts and at the times separately agreed to pursuant to upon between the Fee Letters Borrower and (ii) on or prior to the Effective Date, to the Administrative Agent for the account of each Lender an upfront fee in an amount separately agreed with the LendersAgent. (fd) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to each an Issuing Bank, in the case of fees payable to it) for distribution (if applicable) distribution, in the case of commitment fees and participation fees, to the Lenders as specified aboveLenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Each Borrower agrees to pay to the Administrative Agent in dollars for the account of each Revolving Lender a commitment fee, which shall accrue at the Applicable Rate rate of 0.50% per annum on the average daily unused amount of the excess of the aggregate Revolving Commitment of such 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 Lender during the period from and including the date hereof Effective Date to but excluding the date on which the Revolving Commitments terminate. Accrued commitment fees shall be payable in arrears on the third Business Day following the last day of March, June, September and December of each year and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the Deposit Commitments outstanding Revolving Loans and LC Exposure of such Lender (and the Deposit LC Swingline Exposure have been reduced to zeroof such Lender shall be disregarded for such purpose). (cb) The Company Each Borrower agrees to pay (i) to the Administrative Agent in dollars for the account of each Revolving Lender a participation fee with respect to its participations in Revolving Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Eurocurrency Revolving Loans on the average daily amount of such Lender’s Revolving LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any Revolving LC Exposure, and (ii) to each Revolving Issuing Bank in dollars a fronting fee, which shall accrue at the rate of 0.150.125% per annum on the average daily amount of the Revolving LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) with respect to each Revolving Letter of Credit issued by such Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any Revolving LC Exposure with respect to Revolving Letters of Credit issued by such Issuing BankExposure, (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 later of the date of 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 issued by such Issuing Bank and (iv) to each Issuing Bank, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by it or processing of drawings thereunder. (d) Fees . Participation fees and fronting fees accrued pursuant to paragraphs (a), (b), (c)(i), (c)(ii) and (c)(iii) above, through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following each such last day, commencing on the first such date to occur after the Effective Date; , provided that all such fees for the account of Lenders of either Class shall be payable on the date on which the Revolving Commitments of such Class terminate and any such fees accruing after the date on which such the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All such participation fees and fronting fees shall be computed on the basis of a year of 365 360 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 Section shall be payable within 10 days after demand. (ec) The Company 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) The Parent Borrower agrees to pay (i) to the Administrative Agent, the Collateral Agent and the Lead Arrangers, for their its own accountsaccount, fees payable in the amounts and at the times separately agreed to pursuant to the Fee Letters upon between Parent Borrower and (ii) on or prior to the Effective Date, to the Administrative Agent for the account of each Lender an upfront fee in an amount separately agreed with the LendersAgent. (fe) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to each an Issuing Bank, in the case of fees payable to it) for distribution (if applicable) distribution, in the case of commitment fees and participation fees, to the Revolving Lenders as specified aboveentitled thereto. Fees paid hereunder shall not be refundable under any circumstances. (f) Notwithstanding the foregoing, and subject to Section 2.22, no Borrower shall be obligated to pay any amounts to any Defaulting Lender pursuant to this Section 2.12.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee, which shall accrue at the Applicable Commitment Fee Rate on the average daily unused amount of the excess of the aggregate each Revolving Commitment of such Lender over such Lender’s Revolving Outstandings during the period from and including the date hereof Effective Date to but excluding the date on which such Revolving Commitment terminates. Commitment fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the third Business Day following June 30, 2002; provided that all such fees shall be payable on the date on which the Revolving 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 computing commitment fees with respect to Revolving Commitments, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender. (b) The 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 Lender during the period from and including the date hereof to but excluding the date on which each of the Deposit Commitments and the Deposit LC Exposure have been reduced to zero. (c) The Company Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Revolving Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans on the average daily amount of such Lender’s Revolving 's LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s 's Revolving Commitment terminates and the date on which such Revolving Lender ceases to have any Revolving LC Exposure, and (ii) to each Revolving the Issuing Bank a fronting fee, which shall accrue at the rate of 0.150.25% per annum on the average daily amount of the Revolving LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) with respect to each Revolving Letter of Credit issued by such Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any Revolving LC Exposure with respect to Revolving Letters of Credit issued by such Exposure, as well as the 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 later of the date of 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 issued by such Issuing Bank and (iv) to each Issuing Bank, such Issuing Bank’s 's standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by it or processing of drawings thereunder. (d) Fees . Participation fees and fronting fees accrued pursuant to paragraphs (a), (b), (c)(i), (c)(ii) and (c)(iii) above, through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following each such last day, commencing on the first such date to occur after the Effective Datethird Business Day following June 30, 2002; provided that all such fees for the account of Lenders of either Class shall be payable on the date on which the Revolving Commitments of such Class terminate and any such fees accruing after the date on which such the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All such participation fees and fronting fees shall be computed on the basis of a year of 365 360 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 Section shall be payable within 10 days after demand. (ec) The Company Borrower agrees to pay (i) to the Administrative Agent, the Collateral Agent and the Lead Arrangers, for their its own accountsaccount, fees payable in the amounts and at the times separately agreed to pursuant to upon in writing between the Fee Letters Borrower and (ii) on or prior to the Effective Date, to the Administrative Agent for the account of each Lender an upfront fee in an amount separately agreed with the LendersAgent. (fd) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to each the Issuing Bank, in the case of fees payable to it) for distribution (if applicable) distribution, in the case of commitment fees and participation fees, to the Lenders as specified aboveentitled thereto. Fees due and owing hereunder and paid shall not be refundable under any circumstances.

Fees. (a) The Company Each Borrower agrees to pay to the Administrative Agent in dollars for the account of each Revolving Lender a commitment fee, which shall accrue at the Applicable Rate rate of 0.50% per annum on the average daily unused amount of the excess of the aggregate Revolving Commitment of such 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 Lender during the period from and including the date hereof Effective Date to but excluding the date on which the Revolving Commitments terminate. Accrued commitment fees shall be payable in arrears on the third Business Day following the last day of March, June, September and December of each year and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the Effective Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the Deposit Commitments outstanding Revolving Loans and LC Exposure of such Lender (and the Deposit LC Swingline Exposure have been reduced to zeroof such Lender shall be disregarded for such purpose). (cb) The Company Each Borrower agrees to pay (i) to the Administrative Agent in dollars for the account of each Revolving Lender a participation fee with respect to its participations in Revolving Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Eurocurrency Revolving Loans on the average daily amount of such Lender’s Revolving LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any Revolving LC Exposure, and (ii) to each Revolving Issuing Bank in dollars a fronting fee, which shall accrue at the rate of 0.150.125% per annum on the average daily amount of the Revolving LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) with respect to each Revolving Letter of Credit issued by such Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any Revolving LC Exposure with respect to Revolving Letters of Credit issued by such Issuing BankExposure, (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 later of the date of 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 issued by such Issuing Bank and (iv) to each Issuing Bank, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by it or processing of drawings thereunder. (d) Fees . Participation fees and fronting fees accrued pursuant to paragraphs (a), (b), (c)(i), (c)(ii) and (c)(iii) above, through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following each such last day, commencing on the first such date to occur after the Effective Date; , provided that all such fees for the account of Lenders of either Class shall be payable on the date on which the Revolving Commitments of such Class terminate and any such fees accruing after the date on which such the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All such participation fees and fronting fees shall be computed on the basis of a year of 365 360 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 Section shall be payable within 10 days after demand. (ec) The Company 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) The Parent Borrower agrees to pay (i) to the Administrative Agent, the Collateral Agent and the Lead Arrangers, for their its own accountsaccount, fees payable in the amounts and at the times separately agreed to pursuant to the Fee Letters upon between Parent Borrower and (ii) on or prior to the Effective Date, to the Administrative Agent for the account of each Lender an upfront fee in an amount separately agreed with the LendersAgent. (fe) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to each an Issuing Bank, in the case of fees payable to it) for distribution (if applicable) distribution, in the case of commitment fees and participation fees, to the Revolving Lenders as specified aboveentitled thereto. Fees paid hereunder shall not be refundable under any circumstances. (f) Notwithstanding the foregoing, and subject to Section 2.22, no Borrower shall be obligated to pay any amounts to any Defaulting Lender pursuant to this Section 2.12.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent in Dollars for the account of each Revolving Lender a commitment fee, which shall accrue at the Applicable Rate rate of 0.50% per annum on the average daily unused amount of the excess of the aggregate Revolving Commitment of such 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 Lender during the period from and including the date hereof Effective Date to but excluding the date on which the Revolving Commitments terminate. Accrued commitment fees shall be payable in arrears on the last Business Day of March, June, September and December of each year and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the Deposit Commitments outstanding Revolving Loans and LC Exposure of such Lender (and the Deposit LC Swingline Exposure have been reduced to zeroof such Lender shall be disregarded for such purpose). (cb) The Company agrees Borrower agree to pay (i) to the Administrative Agent in Dollars for the account of each Revolving Lender a participation fee with respect to its participations in Revolving Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Eurocurrency Revolving Loans on the average daily amount balance of such Lender’s Revolving LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any Revolving LC Exposure, (ii) to each Revolving Issuing Bank in Dollars a fronting fee, which shall accrue at the rate of 0.150.125% per annum or such other rate as may be separately agreed to by the relevant Issuing Bank and the Borrower on the average daily amount balance of the Revolving LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) with respect to each Revolving Letter of Credit issued by such Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any Revolving LC Exposure with respect to Revolving Letters of Credit issued by such Issuing BankExposure, and (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 later of the date of 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 issued by such Issuing Bank and (iv) to each Issuing Bank, such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by it or processing of drawings thereunder. (dc) Fees Participation fees and fronting fees accrued pursuant to paragraphs (a), (b), (c)(i), (c)(ii) and (c)(iii) above, through and including the last day Business Day of March, June, September and December of each year shall be payable on the third last Business Day following of each such last daymonth, commencing on the first such date to occur after the Effective Date; , provided that all such fees for the account of Lenders of either Class shall be payable on the date on which the Revolving Commitments of such Class terminate and any such fees accruing after the date on which such the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable in accordance with such Issuing Bank’s applicable procedures relating thereto. All such participation fees and fronting fees shall be computed on the basis of a year of 365 360 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 Section shall be payable within 10 days after demand. (ed) The Company Borrower agrees to pay (i) to the Administrative Agent, the Collateral Agent and the Lead Arrangers, for their its own accountsaccount, fees payable in the amounts and at the times separately agreed to pursuant to upon between the Fee Letters Borrower and (ii) on or prior to the Effective Date, to the Administrative Agent for the account of each Lender an upfront fee in an amount separately agreed with the LendersAgent. (fe) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to each an Issuing Bank, in the case of fees payable to it) for distribution (if applicable) distribution, in the case of commitment fees and participation fees, to the Revolving Lenders entitled thereto. Except as specified above. Fees may otherwise be separately agreed, fees paid hereunder shall not be refundable under any circumstances. (f) 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, 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 amounts of such LC Exposure for which they shall be liable from time to time.

Fees. (a) The Company agrees Borrowers agree to pay to the Administrative Agent for the account of each Revolving Lender (other than a Defaulting Lender) a commitment fee, which shall accrue at a rate equal to the Applicable Commitment Fee Rate per annum on the average daily amount of the excess of the aggregate Unused Revolving Credit Commitment of such 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 Lender during the period from and including the date hereof Closing Date to but excluding the date on which such Lender’s Revolving Credit Commitments terminate. Accrued commitment fees shall be payable in arrears on the last day of each March, June, September and December for the quarterly period then ended and on the date on which the Revolving Credit Commitments terminate. For purposes of calculating the commitment fees only, no portion of the Deposit Revolving Credit Commitments and the Deposit LC Exposure have been reduced to zeroshall be deemed utilized as a result of outstanding Swingline Loans. (cb) The Company agrees Borrowers agree to pay (i) 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 Revolving Standby Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar LIBO Rate Revolving Loans on the average daily face amount of such Lender’s Revolving LC Exposure in respect of Standby Letters of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements) ), during the period from and including the Effective Closing Date to but excluding through the later of the date on which such Revolving Lender’s Revolving Credit Commitment terminates and the date on which such Revolving Lender ceases to have any Revolving LC ExposureExposure in respect of Standby Letters of Credit, (ii) to the Administrative Agent for the account of each Revolving Issuing Bank Lender (other than a fronting feeDefaulting 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 of 0.15% per annum applicable to LIBO Rate Revolving Loans, on the average daily face amount of the Revolving 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 to the later of the date on which such Revolving Lender’s Revolving Credit Commitment terminates and the date on which such Revolving Lender ceases to have any LC Exposure in respect of Commercial Letters of Credit, and (iii) with respect to each Revolving Issuing Bank, for its own account, a fronting fee, in respect of each Letter of Credit issued by such Issuing Bank during for the period from and including the Effective Date to but excluding the later of the date of termination issuance of the Revolving Commitments and the date on which there ceases to be any Revolving LC Exposure with respect to Revolving Letters such Letter of Credit issued by to the expiration date of such Issuing BankLetter of Credit (or if terminated on an earlier date, (iii) to each Deposit Issuing Bank the termination date of such Letter of Credit), computed at a fronting fee, which shall accrue at the rate of 0.05equal to 0.125% per annum on the average daily amount of the Deposit LC Exposure (excluding any portion thereof attributable or such other rate not to unreimbursed LC Disbursements) with respect exceed 0.125% per annum as may be agreed to each Deposit Letter of Credit issued by such Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Deposit Commitments and the date on which there ceases to be any Deposit LC Exposure with respect to Deposit Letters of Credit issued by such Issuing Bank and (ivthe Borrower Representative) to each Issuing Bankof the daily face amount of such Letter of Credit, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by it or processing of drawings thereunder. (d) Fees . Participation fees and fronting fees accrued pursuant to paragraphs (a), (b), (c)(i), (c)(ii) and (c)(iii) above, through and including but excluding the last day of each March, June, September and December of each year shall be payable in arrears for the quarterly period then ended on the third Business Day following each last day of such last day, commencing on the first such date to occur after the Effective Datecalendar quarter; 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 such Class terminate and any such fees accruing after the date on which such the Revolving Credit Commitments 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 Section paragraph shall be payable within 10 30 days after demandreceipt of a written demand (accompanied by reasonable back-up documentation therefor). (ec) The Company agrees Borrowers agree to pay (i) to the Administrative Agent, for its own account, the Collateral Agent and fees set forth in the Lead ArrangersFee Letter, for their own accounts, fees 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 to pursuant to upon by the Fee Letters Borrower Representative and (ii) on or prior to the Effective Date, to the Administrative Agent for the account of each Lender an upfront fee in an amount separately agreed with the Lenderswriting. (fd) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to each the applicable Issuing Bank, in the case of fees payable to it) for distribution distribution, in the case of commitment fees and participation fees, to the Revolving Lenders. (e) In the event that, on or prior to the date that is six months after the Closing Date, the Borrowers (x) prepay, repay, refinance, substitute or replace any 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) effect any amendment, waiver or other modification of, or consent under, this Agreement resulting in a Repricing Transaction, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders (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 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 applicable Term Loans so amended, modified or waived. If, on or prior to the Lenders date that is six months after the Closing Date (and without duplication of the preceding sentence), all or any portion of the Term Loans held by any Lender are prepaid, repaid, refinanced, substituted or replaced pursuant to Section 2.18 as specified abovea result of, or in connection with, such Lender not agreeing or otherwise consenting to any waiver, 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 101.0% of the principal amount so prepaid, repaid, refinanced, substituted or replaced. Fees paid All such amounts shall not be refundable under any circumstancesdue and payable on the date of effectiveness of such Repricing Transaction. (f) 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 a fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Fees. (a) The Company 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 Applicable Commitment Fee Rate per annum applicable to the Revolving Credit Commitment of such Class on the average daily amount of the excess of the aggregate Unused Revolving Credit Commitment of such Lender over such Lender’s Revolving Outstandings during the period from and including the date hereof to but excluding the date on which Class of 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 Lender during the period from and including the date hereof Closing Date 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 Deposit 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 and of the Deposit LC Exposure have been reduced to zeroapplicable 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. (cb) The Company 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 participations participation in Revolving Letters each Letter of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Adjusted Term SOFR Rate 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 Effective Closing 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 LC Exposure, 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 Revolving Issuing Bank Bank, for its own account, a fronting fee, which shall accrue at the rate in respect 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 to each Revolving Letter of Credit issued by such Issuing Bank during for the period from and including the Effective Date to but excluding the later of the date of termination issuance 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 to the period from and including the Effective Date to but excluding the later of the expiration date of termination of the Deposit Commitments and the date on which there ceases to be any Deposit LC Exposure with respect to Deposit Letters such Letter of Credit issued (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 (ivbut in any event not to exceed 0.125% per annum) to each Issuing Bankof the daily face amount of such Letter of Credit, as well as such Issuing Bank’s standard reasonable and customary fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by it or processing of drawings thereunder. (d) Fees . Participation fees and fronting fees accrued pursuant to paragraphs (a), (b), (c)(i), (c)(ii) and (c)(iii) above, through and including but excluding the last day Business Day of each March, June, September and December of each year 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 third Business Day following each period from the Closing Date to such last day, commencing on the first such date to occur date) no later than 15 calendar days after the Effective Datelast day of such calendar quarter; 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 such the applicable Class terminate terminate, and any such fees accruing after the date on which such 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 computed made on the basis of a 360-day 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 Section shall be payable within 10 days after demand. (e) The Company agrees to pay (i) to the Administrative Agent, the Collateral Agent and the Lead Arrangers, for their own accounts, fees payable in the amounts and at the times separately agreed to pursuant to the Fee Letters and (ii) on or prior to the Effective Date, to Each determination by the Administrative Agent for of the account amount of each Lender an upfront any fee in an amount separately agreed with the Lenders. (f) All fees payable hereunder shall be paid on the dates dueconclusive and binding for all purposes, in immediately available funds, to the Administrative Agent (or to each Issuing Bank, in the case of fees payable to it) for distribution (if applicable) to the Lenders as specified above. Fees paid shall not be refundable under any circumstancesabsent manifest error.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee, which shall accrue at the Applicable Rate on the daily amount of the excess of the aggregate Revolving unused Commitment of such Lender over such Lender’s Revolving Outstandings during the period from Availability Period. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and including the date hereof to but excluding December of each year and on the date on which the Commitments terminate, commencing on the first such Revolving date to occur after the Effective Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a Commitment terminatesof a Lender shall be deemed to be used to the extent of the outstanding Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (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 Lender during the period from and including the date hereof to but excluding the date on which each of the Deposit Commitments and the Deposit LC Exposure have been reduced to zero. (c) The Company Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its such Lender’s participations in Revolving Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans on the average daily amount of such Lender’s Revolving LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any Revolving LC Exposure, Exposure and (ii) to each Revolving the Issuing Bank for its own account a fronting fee, which shall accrue at the rate of 0.150.125% per annum on the average daily amount of the Revolving LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) with respect attributable to each Revolving Letter Letters of Credit issued by such the Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any Revolving LC Exposure with respect to Revolving Letters of Credit issued by such Issuing BankExposure, (iii) to each Deposit Issuing Bank a fronting fee, which shall accrue at as well as 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 later of the date of 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 issued by such Issuing Bank and (iv) to each Issuing Bank, such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit issued by it or processing of drawings thereunder. (d) Fees . Participation fees and fronting fees accrued pursuant to paragraphs (a), (b), (c)(i), (c)(ii) and (c)(iii) above, through and including the last day of March, June, September and December of each year shall be payable on the third (3rd) Business Day following each such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees for the account of Lenders of either Class shall be payable on the date on which the Commitments of such Class terminate and any such fees accruing after the date on which such the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand therefor (or such longer period of time as the Issuing Bank may agree to in its sole discretion). All such participation fees and fronting fees shall be computed on the basis of a year of 365 360 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 Section shall be payable within 10 days after demand. (ec) The Company Borrower agrees to pay (i) to the Administrative Agent, the Collateral Agent and the Lead Arrangers, for their its own accountsaccount, fees payable in the amounts and at the times separately agreed to pursuant to upon between the Fee Letters Borrower and (ii) on or prior to the Effective Date, to the Administrative Agent for the account of each Lender an upfront fee in an amount separately agreed with the LendersAgent. (fd) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to each the Issuing Bank, in the case of fees payable to it) for distribution (if applicable) distribution, in the case of facility fees and participation fees, to the Lenders as specified aboveLenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company 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 Commitment Fee Rate per annum applicable to the Revolving Credit Commitment of such Class on the average daily amount of the excess of the aggregate Unused Revolving Credit Commitment of such Lender over such Lender’s Revolving Outstandings during the period from and including the date hereof to but excluding the date on which Class of 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 Lender during the period from and including the date hereof Closing Date to but excluding the date on which such Lender’s Revolving Credit Commitments of such Class terminate. Accrued commitment fees shall be payable in arrears 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 Deposit 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 and of the Deposit LC Exposure have been reduced to zeroapplicable 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. (cb) The Company 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 participations participation in Revolving Letters each Letter of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar LIBO Rate 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 Effective Closing 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 LC Exposure, 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 Revolving Issuing Bank Bank, for its own account, a fronting fee, which shall accrue at the rate in respect 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 to each Revolving Letter of Credit issued by such Issuing Bank during for the period from and including the Effective Date to but excluding the later of the date of termination issuance 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 to the period from and including the Effective Date to but excluding the later of the expiration date of termination of the Deposit Commitments and the date on which there ceases to be any Deposit LC Exposure with respect to Deposit Letters such Letter of Credit issued (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 Borrower (ivbut in any event not to exceed 0.125% per annum) to each Issuing Bankof the daily face amount of such Letter of Credit, as well as such Issuing Bank’s standard reasonable and customary fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by it or processing of drawings thereunder. (d) Fees . Participation fees and fronting fees accrued pursuant to paragraphs (a), (b), (c)(i), (c)(ii) and (c)(iii) above, through and including but excluding the last day Business Day of each March, June, September and December of each year 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) on the third last Business Day following each of such last day, commencing on the first such date to occur after the Effective Datecalendar quarter; 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 such the applicable Class terminate terminate, and any such fees accruing after the date on which such 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) 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 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. 2 Effective Date, the Borrower (x) prepays, repays, refinances, substitutes or replaces any Amendment No. 2 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 pay to the Administrative Agent, for the ratable account of each of the applicable Amendment No. 2 Term Lenders, (I) in the case of clause (x), a premium of 1.00% of the aggregate principal amount of the Amendment No. 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. 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. 2 Effective Date, all or any portion of the Amendment No. 2 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 computed made on the basis of a 360-day 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 Section shall be payable within 10 days after demand. (e) The Company agrees to pay (i) to the Administrative Agent, the Collateral Agent and the Lead Arrangers, for their own accounts, fees payable in the amounts and at the times separately agreed to pursuant to the Fee Letters and (ii) on or prior to the Effective Date, to Each determination by the Administrative Agent for of the account amount of each Lender an upfront any fee in an amount separately agreed with the Lenders. (f) All fees payable hereunder shall be paid on the dates dueconclusive and binding for all purposes, in immediately available funds, to the Administrative Agent (or to each Issuing Bank, in the case of fees payable to it) for distribution (if applicable) to the Lenders as specified above. Fees paid shall not be refundable under any circumstancesabsent manifest error.

Fees. (a) The Company agrees Borrowers jointly and severally agree to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee, which shall accrue at the Applicable Rate a rate equal to 0.25% per annum on the average daily amount of the excess of the aggregate Revolving Available Commitment of such 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 Lender during the period from and including the date hereof to but excluding Closing Date through the date on which such Lender’s Commitments terminate. Accrued commitment fees shall be payable in arrears on the first day (or, if such day is not a Business Day, on the next succeeding Business Day) of each January, April, July and October for the quarterly period then ended and on the date on which the 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 last day but excluding the first day). For purposes of calculating the commitment fees only, no portion of the Deposit Commitments and the Deposit LC Exposure have been reduced to zeroshall be deemed utilized as a result of outstanding Swingline Loans. (cb) The Company agrees Borrowers jointly and severally agree to pay (i) to the Administrative Agent for the account of each ABL Revolving Lender a participation fee with respect to its participations in Revolving Standby Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar LIBO Rate Loans that are ABL Revolving Loans on the average daily amount of such Lender’s Revolving LC Exposure in respect of Standby Letters of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements) ), during the period from and including the Effective Closing Date to but excluding through the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any Revolving LC ExposureExposure in respect of Standby Letters of Credit, (ii) to the Administrative Agent for the account of each ABL Revolving Issuing Bank Lender a fronting feeparticipation 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 of 0.15% per annum applicable to LIBO Rate Loans that are ABL Revolving Loans, on the average daily amount of the Revolving 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 in respect of Commercial Letters of Credit, and (iii) with respect to each Revolving Issuing Bank, for its own account, a fronting fee, in respect of each Letter of Credit issued by such Issuing Bank during for the period from and including the Effective Date to but excluding the later of the date of termination issuance of the Revolving Commitments and the date on which there ceases to be any Revolving LC Exposure with respect to Revolving Letters such Letter of Credit issued by through the expiration date of such Issuing BankLetter of Credit (or if terminated on an earlier date, (iii) to each Deposit Issuing Bank the termination date of such Letter of Credit), computed at a fronting fee, which shall accrue at the rate of 0.05equal to 0.125% per annum on of the average daily stated amount of the Deposit LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) with respect to each Deposit such Letter of Credit issued by such Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Deposit Commitments and the date on which there ceases to be any Deposit LC Exposure with respect to Deposit Letters of Credit issued by such Issuing Bank and (iv) to each Issuing BankCredit, as well as such Issuing Bank’s 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 and fronting fees accrued to but excluding the first day (dor, if such day is not a Business Day, on the next succeeding Business Day) Fees accrued pursuant to paragraphs (a), (b), (c)(i), (c)(ii) and (c)(iii) above, through and including the last day of March, June, September and December of each year January, April, July and October shall be payable on in arrears for the third Business Day following each such last day, commencing quarterly period then ended on the first day of such date to occur after the Effective Datecalendar quarter; provided that all such fees for the account of Lenders of either Class shall be payable on the date on which the Commitments of such Class terminate and any such fees accruing after the date on which such the Commitments 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 Section paragraph shall be payable within 10 30 days after demanddemand (accompanied by reasonable back-up 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. (ec) The Company agrees Borrowers jointly and severally agree to pay (i) to the Administrative Agent, for its own account, the Collateral Agent agency and administration fees set forth in the Lead ArrangersFee Letter, for their own accounts, fees 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 to pursuant to upon by the Fee Letters Borrowers and (ii) on or prior to the Effective Date, to the Administrative Agent for the account of each Lender an upfront fee in an amount separately agreed with the Lenderswriting. (fd) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to each the applicable Issuing Bank, in the case of fees payable to it) for distribution (if applicable) distribution, in the case of commitment fees and participation fees, to the Lenders as specified aboveLenders. Fees paid shall not be refundable under any circumstancescircumstances except as otherwise provided in the Fee Letter.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender (other than a Defaulting Lender) a commitment fee, which shall accrue at the Applicable Rate rate of the Commitment Fee Percentage per annum on the average daily unused amount of the excess of the aggregate Revolving Commitment of such Lender over (provided that Swing Line Loans shall be disregarded for purposes of determining such Lender’s Revolving Outstandings unused amount) during the period from and including the date hereof Effective Date to but excluding the date on which the Revolving Commitments terminate. Accrued commitment fees shall be payable in arrears on the last Business day of March, June, September and December of each year and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the Effective Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a Revolving Commitment terminatesof a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender. (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 Lender during the period from and including the date hereof to but excluding the date on which each of the Deposit Commitments and the Deposit LC Exposure have been reduced to zero. (c) The Company Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender (other than any Defaulting Lender) a participation fee with respect to its participations in Revolving Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar SOFR Revolving Loans on the average daily amount of such Lender’s Revolving LC Exposure (excluding any portion thereof attributable to unreimbursed LC DisbursementsDisbursements but taking into account the maximum amount available to be drawn under all outstanding Letters of Credit, whether or not such maximum amount is then in effect) during the period from and including the Effective Date to but excluding and including the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any Revolving LC Exposure, and (ii) to each Revolving Issuing Bank a fronting feefee (which fee shall be calculated by the Administrative Agent in consultation with the applicable Issuing Bank and payable directly to the applicable Issuing Bank), which shall accrue at the rate of 0.15to be agreed by each Issuing Bank, not to be greater than 0.125% per annum on the average daily amount of the Revolving LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC DisbursementsDisbursements but taking into account the maximum amount available to be drawn under all outstanding Letters of Credit, whether or not such maximum amount is then in effect) with respect to each Revolving Letter of Credit issued by such Issuing Bank during the period from and including the Effective Date to but excluding and including the later of the date of 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 BankExposure, (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 later of the date of 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 issued by such Issuing Bank and (iv) to each Issuing Bank, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by it or processing of drawings thereunder. (d) Fees . Participation fees and fronting fees accrued pursuant to paragraphs (a), (b), (c)(i), (c)(ii) and (c)(iii) above, through and including the last day of March, June, September and December of each year shall be payable on the third last Business Day following each such last dayof March, June, September and December, respectively, commencing on the first such date to occur after the Effective Date; provided that all such fees for the account of Lenders of either Class shall be payable on the date on which the Revolving Commitments of such Class terminate and any such fees accruing after the date on which such the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 10 days after written demand. All such participation fees and fronting fees shall be computed on the basis of a year of 365 360 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 Section shall be payable within 10 days after demand. (ec) The Company Borrower agrees to pay (i) to the Administrative Agent, the Collateral Agent and the Lead Arrangers, for their its own accountsaccount, fees payable in the amounts and at the times separately agreed to upon in writing between Parent and the Administrative Agent pursuant to the Fee Letters and Letter. (iid) The Borrower agrees to pay on or prior the Effective Date to each Term Lender party to this Agreement as a Term Lender on the Effective Date, to the Administrative Agent as fee compensation for the account funding of each Lender an upfront such Term Lender’s Initial Term Loan, a closing fee in an amount separately agreed with equal to 0.50% of the Lendersstated 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. (fe) All The Borrower agrees to pay on the Amendment No. 2 Effective Date to each 2019 Incremental Term Loan Lender party to Amendment No. 2 as an 2019 Incremental Term Loan Lender on the Amendment No. 2 Effective Date, as fee compensation for the funding of such 2019 Incremental Term Loan Lender’s 2019 Incremental Term Loan, a closing fee in an amount equal to 0.50% of the stated principal amount of such 2019 Incremental Term Lender’s 2019 Incremental Term Loan. Such fees payable hereunder shall be paid 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 dates due, in immediately available funds, to Amendment No. 2 Effective Date and may be treated (and reported) by the Administrative Agent (or to each Issuing Bank, in the case of fees payable to it) for distribution (if applicable) to the Borrower and 2019 Incremental Term Loan Lenders as specified abovea reduction in issue price of the 2019 Incremental Term Loans for U.S. federal, state and local income tax purposes. Fees paid Such closing fee will be in all respects fully earned, due and payable on the Amendment No. 2 Effective Date and non-refundable and non-creditable thereafter. Notwithstanding the foregoing, and subject to Section 2.22, the Borrower shall not be refundable under obligated to pay any circumstancesamounts to any Defaulting Lender pursuant to this Section 2.12.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent in dollars for the account of each Revolving Lender a commitment fee, which shall accrue at the Applicable Rate rate of 0.50% per annum on the average daily unused amount of the excess of the aggregate Revolving Commitment of such 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 Lender during the period from and including the date hereof Effective Date to but excluding the date on which the Revolving Commitments terminate. Accrued commitment fees shall be payable in arrears on the last Business Day of March, June, September and December of each year and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the Effective Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the Deposit Commitments outstanding Revolving Loans and LC Exposure of such Lender (and the Deposit LC Swingline Exposure have been reduced to zeroof such Lender shall be disregarded for such purpose). (cb) The Company Borrower agrees to pay (i) to the Administrative Agent in dollars for the account of each Revolving Lender (other than any Defaulting Lender) a participation fee with respect to its participations in Revolving Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Eurocurrency Revolving Loans on the average daily amount of such Lender’s Revolving LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding and including the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any Revolving LC Exposure, and (ii) to each Revolving Issuing Bank in dollars a fronting fee, which shall accrue at the rate of 0.15equal to 0.25% per annum (or such lower rate as agreed between the Borrower and the relevant Issuing Bank) on the average daily amount of the Revolving LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) with respect to each Revolving Letter of Credit issued by such Issuing Bank during the period from and including the Effective Date to but excluding and including the later of the date of 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 BankExposure, (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 later of the date of 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 issued by such Issuing Bank and (iv) to each Issuing Bank, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by it or processing of drawings thereunder. (d) Fees accrued pursuant to paragraphs (a), (b), (c)(i), (c)(ii) . Participation fees and (c)(iii) above, through and including fronting fees shall be payable on the last day Business Day of March, June, September and December of each year shall be payable on the third Business Day following each such last dayyear, commencing on the first such date to occur after the Effective Date; provided that all such fees for the account of Lenders of either Class shall be payable on the date on which the Revolving Commitments of such Class terminate and any such fees accruing after the date on which such the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All such participation fees and fronting fees shall be computed on the basis of a year of 365 360 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 Section shall be payable within 10 days after demand. (ec) The Company Borrower agrees to pay (i) to the Administrative Agent, the Collateral Agent and the Lead Arrangers, for their its own accountsaccount, fees payable in the amounts and at the times separately agreed to pursuant to upon between the Fee Letters Borrower and (ii) on or prior to the Effective Date, to the Administrative Agent for the account of each Lender an upfront fee in an amount separately agreed with the Lenders. (f) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to each Issuing Bank, including those set forth in the case of fees payable Fee Letter). (d) Notwithstanding the foregoing, and subject to it) for distribution (if applicable) to Section 2.22, the Lenders as specified above. Fees paid Borrower shall not be refundable under obligated to pay any circumstancesamounts to any Defaulting Lender pursuant to this Section.

Fees. (a) The Company 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 Commitment Fee Rate per annum applicable to the Revolving Credit Commitments of such Class on the average daily amount of the excess of the aggregate unused Revolving Credit Commitment of such Lender over such Lender’s Revolving Outstandings during the period from and including the date hereof to but excluding the date on which Class of 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 Lender during the period from and including the date hereof Closing Date to but excluding the date on which such ▇▇▇▇▇▇’s Revolving Credit Commitment of such Class terminates. Accrued commitment fees shall be payable in arrears on the last Business Day of each March, June, September and December (commencing with the Fiscal Quarter ending September 30, 2021) for the quarterly period then ended (or, in the case of the Deposit payment made on September 30, 2021, 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 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 Deposit LC Exposure have been reduced of such Revolving Lender attributable to zeroits Revolving Credit Commitment of such Class and no portion of the Revolving Credit Commitment of any Class shall be deemed used as a result of outstanding Swingline Loans. (cb) The Company Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender of any Class a participation fee with respect to its participations in Revolving Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans of such Class that are LIBO Rate Loans or Term SOFR Loans, as applicable (or, with respect to Letters of Credit denominated in British Pounds Sterling, RFR Loans), on the average daily face amount of such Lender’s Revolving LC Exposure attributable to its Revolving Credit Commitment of such Class (excluding any portion thereof that is attributable to unreimbursed LC Disbursements) ), during the period from and including the Effective Closing Date to but excluding 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 attributable to its Revolving LC ExposureCredit Commitment of such Class and (B) the Termination Date, and (ii) to each Revolving Issuing Bank Bank, for its own account, a fronting fee, which shall accrue at the rate in respect 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 to each Revolving Letter of Credit issued by such Issuing Bank during for the period from and including the Effective Date to but excluding the later of the date of termination issuance of such Letter of Credit to the Revolving Commitments and earlier of (A) the expiration date of such Letter of Credit, (B) 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 terminates or (C) the period from and including Termination Date, computed at a rate equal to the Effective Date to but excluding the later of the date of 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 issued rate agreed by such Issuing Bank and the Borrower (ivbut in any event not to exceed 0.125% per annum) to each Issuing Bankof the daily face amount of such Letter of Credit, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by it or processing of drawings thereunder. (d) Fees accrued pursuant . Participation fees and fronting fees shall accrue to paragraphs (a), (b), (c)(i), (c)(ii) and (c)(iii) above, through and including but excluding the last day Business Day of each March, June, September and December and be payable in arrears for the quarterly period then ended (or, in the case of the payment made on September 30, 2021, for the period from the Closing Date to such date) on the last Business Day of each year shall be payable on the third Business Day following each such last dayMarch, commencing on the first such date to occur after the Effective DateJune, September and December (commencing, if applicable, September 30, 2021); 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 such the applicable Class terminate terminate, and any such fees accruing after the date on which such 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) The Borrower agrees to pay to the Administrative Agent, for its own account, the annual administration fee described in the Fee 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 any 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 Closing Date, the Borrower (i) prepays, repays, refinances, substitutes or replaces any Initial 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 (ii) effects any amendment, modification or waiver of, or consent under, this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Initial Term Lenders, (A) in the case of clause (i), a premium of 1.00% of the aggregate principal amount of the Initial Term Loans so prepaid, repaid, refinanced, substituted or replaced and (B) in the case of clause (ii), a fee equal to 1.00% of the aggregate principal amount of the 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 Closing Date, all or any portion of the Initial 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 (ii) 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 computed made on the basis of a 360-day 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 Section shall be payable within 10 days after demand. (e) The Company agrees to pay (i) to the Administrative Agent, the Collateral Agent and the Lead Arrangers, for their own accounts, fees payable in the amounts and at the times separately agreed to pursuant to the Fee Letters and (ii) on or prior to the Effective Date, to Each determination by the Administrative Agent for the account of each Lender an upfront a fee in an amount separately agreed with the Lenders. (f) All fees payable hereunder shall be paid on the dates dueconclusive and binding for all purposes, in immediately available funds, to the Administrative Agent (or to each Issuing Bank, in the case of fees payable to it) for distribution (if applicable) to the Lenders as specified above. Fees paid shall not be refundable under any circumstancesabsent manifest error.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee, which shall accrue at the “Commitment Fee Rate” specified in the definition of Applicable Rate on the average daily amount of the excess of the aggregate Available Revolving Commitment of such Lender over such Lender’s Revolving Outstandings during the period from and including the date hereof Funding Date to but excluding the date on which such Revolving Commitment terminates. Commitment fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the fifteenth (15th) day following such last day and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereof; provided that, any commitment fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day and the last day of each period but excluding the date on which the Revolving Commitments terminate). (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 Lender during the period from and including the date hereof to but excluding the date on which each of the Deposit Commitments and the Deposit LC Exposure have been reduced to zero. (c) The Company Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Revolving Letters 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 Eurodollar Term Benchmark Revolving Loans on the average daily amount of such Lender’s Revolving LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) Loans, during the period from and including the Effective Funding Date to but excluding the later of the date on which such Revolving Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any Revolving LC Exposure, Exposure and (ii) to each Revolving Issuing Bank for its own account a fronting fee, which shall accrue at the rate of 0.150.125 % per annum on the average daily maximum stated amount of the Revolving LC Exposure (excluding any portion thereof attributable then available to unreimbursed LC Disbursements) with respect to each Revolving be drawn under such outstanding Letter of Credit issued by such Issuing Bank Credit, during the period from and including the Effective Funding Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any Revolving LC Exposure with respect to Revolving Letters of Credit issued by such Issuing BankExposure, (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 later of the date of 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 issued by such Issuing Bank and (iv) to each Issuing Bank, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal amendment or extension of any Letter of Credit issued by it or and other processing fees, and other standard costs and charges, of drawings thereunder. (d) Fees such Issuing Bank relating to the Letters of Credit as from time to time in effect. Participation fees and fronting fees accrued pursuant to paragraphs (a), (b), (c)(i), (c)(ii) and (c)(iii) above, through and including the last day of March, June, September and December of each year shall be payable on the third Business Day fifteenth (15th) day following each such last day, commencing on the first such date to occur after the Effective Datedate hereof; provided that that, all such fees for the account of Lenders of either Class shall be payable on the date on which the Revolving Commitments of such Class terminate and any such fees accruing after the date on which such the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand. All such participation fees and fronting fees shall be computed on the basis of a year of 365 360 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 Section shall be payable within 10 days after demand. (ec) The Company Borrower agrees to pay (i) to the Administrative Agent, the Collateral Agent and the Lead Arrangers, for their its own accountsaccount, fees payable in the amounts and at the times separately agreed to pursuant to upon between the Fee Letters Borrower and (ii) on or prior to the Effective Date, to the Administrative Agent for the account of each Lender an upfront fee in an amount separately agreed with the LendersAgent. (fd) All fees payable hereunder shall be paid on the dates due, in Dollars and immediately available funds, to the Administrative Agent (or to each the relevant Issuing Bank, in the case of fees payable to it) for distribution (if applicable) distribution, in the case of commitment fees and participation fees, to the Lenders as specified aboveapplicable Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company 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 a commitment fee, which shall accrue at the Applicable Rate rate of 0.50% per annum on the average daily unused amount of the excess of the aggregate Revolving Commitment of such 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 Lender during the period from and including the date hereof Revolving Availability Date to but excluding the date on which the Revolving Commitments terminate. Accrued commitment fees shall be payable in arrears on the third Business Day following the last day of March, June, September and December of each year and on the date on which the Revolving 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 actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the Deposit Commitments outstanding Revolving Loans and the Deposit LC Exposure have been reduced to zeroof such Lender. (cd) The Company Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender (other than any Defaulting Lender) a participation fee with respect to its participations in Revolving Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans on the average daily amount of such Lender’s Revolving 's LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Revolving Availability Date to but excluding and including the later of the date on which such Lender’s 's Revolving Commitment terminates and the date on which such Lender ceases to have any Revolving LC Exposure, Exposure and (ii) to each Revolving Issuing Bank a fronting fee, which shall accrue at the rate of 0.150.25% per annum on the average daily amount of the Revolving LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) with respect to each Revolving Letter of Credit issued by such Issuing Bank during the period from and including the Effective Revolving Availability Date to but excluding and including the later of the date of 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 Exposure, as well as 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 later of the date of 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 issued by such Issuing Bank and (iv) to each Issuing Bank, such Issuing Bank’s 's standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by it or processing of drawings thereunder. (d) Fees . Participation fees and fronting fees accrued pursuant to paragraphs (a), (b), (c)(i), (c)(ii) and (c)(iii) above, through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following each such last day, commencing on the first such date to occur after the Effective Revolving Availability Date; provided that all such fees for the account of Lenders of either Class shall be payable on the date on which the Revolving Commitments of such Class terminate and any such fees accruing after the date on which such the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All such participation fees and fronting fees shall be computed on the basis of a year of 365 360 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 Section shall be payable within 10 days after demand. (e) The Company agrees Notwithstanding the foregoing, and subject to pay (i) to the Administrative AgentSection 2.21, the Collateral Agent and the Lead Arrangers, for their own accounts, fees payable in the amounts and at the times separately agreed to pursuant to the 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 an amount separately agreed with the Lenders. (f) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to each Issuing Bank, in the case of fees payable to it) for distribution (if applicable) to the Lenders as specified above. Fees paid Borrower shall not be refundable under obligated to pay any circumstancesamounts to any Defaulting Lender pursuant to this Section 2.10.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender (other than a Defaulting Lender) in accordance with its Pro Rata Share of the Aggregate Revolving Commitments for the period from and including the Amendment and Restatement Effective Date to but excluding the date on which the Revolving Commitments terminate (or are otherwise reduced to zero), a commitment fee, fee which shall accrue at the Applicable Rate on the average daily unused amount of the excess of the aggregate Revolving Commitment of such Lender over such Revolving Lender’s Revolving Outstandings during the period from . Such accrued commitment fees accrued through and including the date hereof to but excluding last day of March, June, September and December of each year shall be payable in arrears on the fifteenth day following such last day and on the date on which all the Revolving Commitments terminate, commencing on the first such date to occur after the Amendment and Restatement Effective Date. For purposes of computing commitment fees, a Revolving Commitment terminatesof a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender. (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 Lender during the period from and including the date hereof to but excluding the date on which each of the Deposit Commitments and the Deposit LC Exposure have been reduced to zero. (c) The Company Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Revolving Letters of Credit, which shall accrue at the same Applicable Rate then used to determine the interest rate applicable to Eurodollar Term Benchmark Revolving Loans on the average daily amount of such Lender’s Revolving aggregate LC Exposure (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 on which all of such Lender’s Revolving Commitment terminates Commitments terminate and the date on which such Lender ceases to have any Revolving LC Exposure, Exposure and (ii) to each Revolving Issuing Bank a fronting fee, which shall accrue at the a rate of 0.15% per annum equal to 0.125% on the average daily amount of the Revolving LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) with respect to each Revolving Letter of Credit issued by such Issuing Bank during the period from and including the Amendment and Restatement Effective Date to but excluding the later of the date of termination of all the Revolving Commitments and the date on which there ceases to be any Revolving such LC Exposure with respect to Revolving Letters of Credit issued by such Issuing BankExposure, (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 later of the date of 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 issued by such Issuing Bank and (iv) to each Issuing Bank, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by it or processing of drawings thereunder. (d) Fees . Participation fees and fronting fees accrued pursuant to paragraphs (a), (b), (c)(i), (c)(ii) and (c)(iii) above, through and including the last day of March, June, September and December of each year shall be payable on the third Business Day fifteenth day following each such last day, commencing on the first such date to occur after the Amendment and Restatement Effective Date; provided that all such fees for the account of Lenders of either Class shall be payable on the date on which all the Revolving Commitments of such Class terminate and any such fees accruing after the date on which such all the Revolving Commitments 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 an Issuing Bank pursuant to this Section paragraph shall be payable within 10 days after demand. (ec) The Company Borrower agrees to pay (i) to the Administrative Agent, the Collateral Agent and the Lead Arrangers, for their its own accountsaccount, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (d) The Borrower agrees to pay to the 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 writing (including pursuant to the Fee Letters and (ii) on or prior including upfront fees, which may be in the form of original issues discounts to the Effective Date, to Loans) in the Administrative Agent for amounts and at the account of each Lender an upfront fee in an amount separately agreed with the Lenderstimes so specified. (fe) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to each the applicable Issuing Bank, in the case of fees payable to it) for distribution (if applicable) distribution, in the case of commitment fees and participation fees, to the Revolving Lenders as specified aboveentitled thereto. Fees paid hereunder shall not be refundable under any circumstances. (f) All commitment fees, participation fees, fronting fees and other fees payable pursuant to this Section 2.12 and all interest shall be computed on the basis of a 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).

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee, which shall accrue at the Applicable Rate on the average daily unused amount of the excess of the aggregate each Revolving Commitment of such 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 Lender during the period from and including the date hereof to but excluding the date on which each of the Deposit Commitments and the Deposit LC Exposure have been reduced to zero. (c) The Company agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Revolving Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans on the average daily amount of such Lender’s Revolving LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date terminates. Accrued commitment fees shall be payable in arrears on which such Lender ceases to have any Revolving LC Exposure, (ii) to each Revolving Issuing Bank a fronting fee, 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 to each Revolving Letter of Credit issued by such Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any 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 later of the date of 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 issued by such Issuing Bank and (iv) to each Issuing Bank, such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by it or processing of drawings thereunder. (d) Fees accrued pursuant to paragraphs (a), (b), (c)(i), (c)(ii) and (c)(iii) above, through and including the last day of March, June, September and December of each year shall be payable and on the third Business Day following each such last daydate on which the Revolving Commitments terminate, commencing on the first such date to occur after the Effective Date; provided that all such fees for the account of Lenders of either Class shall be payable on the date on which the Commitments of such Class terminate and any such fees accruing after the date on which such Commitments terminate shall be payable on demandhereof. All such 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 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 Section For purposes of computing commitment fees, a Revolving Commitment of a Lender shall be payable within 10 days after demanddeemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (eb) The Company Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate as interest on Eurodollar Revolving Loans on the average daily amount of such Lender's LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender's Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Lender a fronting fee, which shall accrue at the rate of 0.20% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Lender's standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lender pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower agrees to pay to the Administrative Agent, the Collateral Agent and the Lead Arrangers, for their its own accountsaccount, fees payable in the amounts and at the times separately agreed to pursuant to upon between the Fee Letters Borrower and (ii) on or prior to the Effective Date, to the Administrative Agent for the account of each Lender an upfront fee in an amount separately agreed with the LendersAgent. (fd) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to each the Issuing BankLender, in the case of fees payable to it) for distribution (if applicable) distribution, in the case of commitment fees and participation fees, to the Lenders as specified aboveentitled thereto. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender for the period from and including the Funding Date to but excluding the date on which the Revolving Commitments terminate (or are otherwise reduced to zero), a commitment fee, fee which shall accrue at the Applicable Rate on the average daily unused amount of the excess of the aggregate Revolving Commitment of such Lender over such Revolving Lender’s Revolving Outstandings during . Such accrued commitment fees shall be payable in arrears on the period from last Business Day of March, June, September and including the date hereof to but excluding December of each year and on the date on which all the Revolving Commitments terminate, commencing on the first such date to occur after the Funding Date. For purposes of computing commitment fees, a Revolving Commitment terminatesof a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The 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 Lender during the period from and including the date hereof to but excluding the date on which each of the Deposit Commitments and the Deposit LC Exposure have been reduced to zero. (c) The Company Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Revolving Letters of Credit, which shall accrue at the same Applicable Rate then used to determine the interest rate applicable to Eurodollar Eurocurrency Revolving Loans on the average daily amount of such Lender’s Revolving aggregate LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Funding Date to but excluding the later of the date on which all of such Lender’s Revolving Commitment terminates Commitments terminate and the date on which such Lender ceases to have any Revolving LC Exposure, Exposure and (ii) to each Revolving Issuing Bank a fronting fee, which shall accrue at the a rate of 0.15% per annum equal to 0.125% on the average daily amount of the Revolving LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) with respect to each Revolving Letter of Credit issued by such Issuing Bank during the period from and including the Effective Funding Date to but excluding the later of the date of termination of all the Revolving Commitments and the date on which there ceases to be any Revolving such LC Exposure with respect to Revolving Letters of Credit issued by such Issuing BankExposure, (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 later of the date of 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 issued by such Issuing Bank and (iv) to each Issuing Bank, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by it or processing of drawings thereunder. (d) Fees . Participation fees and fronting fees accrued pursuant to paragraphs (a), (b), (c)(i), (c)(ii) and (c)(iii) above, through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following each such last day, commencing on the first such date to occur after the Effective Funding Date; provided that all such fees for the account of Lenders of either Class shall be payable on the date on which all the Revolving Commitments of such Class terminate and any such fees accruing after the date on which such all the Revolving Commitments 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 an Issuing Bank pursuant to this Section paragraph shall be payable within 10 days after demand. (ec) The Company Borrower agrees to pay (i) to the Administrative Agent, the Collateral Agent and the Lead Arrangers, for their its own accountsaccount, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (d) The Borrower agrees to pay to the Administrative Agent, 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 Fee Letters Funding Date and shall be subject to the occurrence of the Funding Date. (iie) on or 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 an upfront 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 an amount separately agreed with arrears on the LendersTicking Fee Payment Date. (f) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to each the applicable Issuing Bank, in the case of fees payable to it) for distribution (if applicable) distribution, in the case of commitment fees and participation fees, to the Revolving Lenders as specified aboveentitled thereto. Fees paid hereunder shall not be refundable under any circumstances. (g) All commitment fees, participation fees, fronting fees and ticking fees payable pursuant to this Section 2.12 shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Fees. (a) The Company Borrower agrees to pay to the First Lien Administrative Agent in Dollars for the account of each Revolving Lender a commitment fee, which shall accrue at the Applicable Rate rate of the Commitment Fee Percentage per annum on the average daily unused amount of the excess of the aggregate Revolving Commitment of such 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 Lender during the period from and including the date hereof Effective Date to but excluding the date on which the Revolving Commitments terminate. Accrued commitment fees shall be payable in arrears on the third Business Day following the last day of March, June, September and December of each year and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the Effective Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the Deposit Commitments outstanding Revolving Loans and LC Exposure of such Lender (and the Deposit LC Swingline Exposure have been reduced to zeroof such Lender shall be disregarded for such purpose). (cb) The Company Borrower agrees to pay (i) to the First Lien Administrative Agent in Dollars for the account of each Revolving Lender (other than any Defaulting Lender) a participation fee with respect to its participations in Revolving Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans on the average daily amount of such Lender’s Revolving LC Exposure (excluding any portion thereof attributable to unreimbursed LC DisbursementsDisbursements but taking into account the maximum amount available to be drawn under all outstanding Letters of Credit, whether or not such maximum amount is then in effect) during the period from and including the Effective Date to but excluding and including the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any Revolving LC Exposure, and (ii) to each Revolving Issuing Bank in Dollars a fronting feefee (which fee shall be calculated by the First Lien Administrative Agent in consultation with the applicable Issuing Bank), which shall accrue at the rate of 0.15to be agreed by each Issuing Bank, not to be greater than 0.125% per annum on the average daily amount of the Revolving LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC DisbursementsDisbursements but taking into account the maximum amount available to be drawn under all outstanding Letters of Credit, whether or not such maximum amount is then in effect) with respect to each Revolving Letter of Credit issued by such Issuing Bank during the period from and including the Effective Date to but excluding and including the later of the date of 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 BankExposure, (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 later of the date of 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 issued by such Issuing Bank and (iv) to each Issuing Bank, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by it or processing of drawings thereunder. (d) Fees . Participation fees and fronting fees accrued pursuant to paragraphs (a), (b), (c)(i), (c)(ii) and (c)(iii) above, through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following each such the last dayday of March, June, September and December, respectively, commencing on the first such date to occur after the Effective Date; provided that all such fees for the account of Lenders of either Class shall be payable on the date on which the Revolving Commitments of such Class terminate and any such fees accruing after the date on which such the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All such participation fees and fronting fees shall be computed on the basis of a year of 365 360 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 Section shall be payable within 10 days after demand. (ec) The Company Borrower agrees to pay (i) to the First Lien Administrative Agent, the Collateral Agent and the Lead Arrangers, for their its own accountsaccount, fees payable in the amounts and at the times separately agreed to pursuant to upon between the Fee Letters Borrower and (ii) on or prior to the Effective Date, to the First Lien Administrative Agent for the account of each Lender an upfront fee in an amount separately agreed with the LendersAgent. (fd) All fees payable hereunder shall be paid on Notwithstanding the dates dueforegoing, in immediately available fundsand subject to Section 2.22, to the Administrative Agent (or to each Issuing Bank, in the case of fees payable to it) for distribution (if applicable) to the Lenders as specified above. Fees paid Borrower shall not be refundable under obligated to pay any circumstancesamounts to any Defaulting Lender pursuant to this Section 2.12.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee, which shall accrue at the Applicable Rate on the daily amount of the excess undrawn portion of the aggregate Revolving Commitment of such 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 Lender during the period from and including the date hereof Effective Date to but excluding the date on which the Lenders’ Revolving Commitments terminate. Accrued commitment fees shall be payable in arrears on the last Business Day of March, June, September and December of each year and on the date on which the Revolving Commitments terminate, commencing on the last Business Day of June, 2014. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees with respect to Commitments, a Commitment of a Lender shall be deemed to be used to the extent of the Deposit Commitments outstanding Revolving Loans and LC Exposure of such Lender (and the Deposit LC Swingline Exposure have been reduced to zeroof such Lender shall be disregarded for such purpose). (cb) The Company Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Revolving Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans on the average daily amount of such Lender’s Revolving LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any Revolving LC Exposure, and (ii) to each Revolving the Issuing Bank a fronting fee, which shall accrue at the rate of 0.150.125% per annum (or such lesser fee as shall be acceptable to the Issuing Bank) on the average daily amount of the Revolving LC Exposure attributable to Letters of Credit issued by the Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) with respect to each Revolving Letter of Credit issued by such Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any Revolving LC Exposure with respect to Revolving Letters of Credit issued by such Issuing BankExposure, (iii) to each Deposit Issuing Bank a fronting fee, which shall accrue at as well as 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 later of the date of 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 issued by such Issuing Bank and (iv) to each Issuing Bank, such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit issued by it or processing of drawings thereunder. (d) Fees . Participation fees and fronting fees accrued pursuant to paragraphs (a), (b), (c)(i), (c)(ii) and (c)(iii) above, through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following each such last day, commencing on the first such date to occur after the Effective Datelast Business Day of March, 2013; provided that all such fees for the account of Lenders of either Class shall be payable on the date on which the Revolving Commitments of such Class terminate and any such fees accruing after the date on which such the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All such participation fees and fronting fees shall be computed on the basis of a year of 365 360 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 Section shall be payable within 10 days after demand. (ec) The Company Borrower agrees to pay (i) to the Administrative Agent, the Collateral Agent and the Lead Arrangers, for their its own accountsaccount, fees payable in the amounts and at the times separately agreed to pursuant to upon between the Fee Letters Borrower and (ii) on or prior to the Effective Date, to the Administrative Agent for the account of each Lender an upfront fee in an amount separately agreed with the LendersAgent. (fd) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to each the Issuing Bank, in the case of fees payable to it) for distribution (if applicable) distribution, in the case of commitment fees and participation fees, to the Lenders as specified aboveentitled thereto. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Parent Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee, which shall accrue at the Applicable Rate on the average daily unused amount of the excess of the aggregate Revolving each Commitment of such 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 Lender during the period from and including the date hereof to but excluding the date on which each such Commitment terminates. Accrued commitment fees shall be payable in arrears (i) in the case of commitment fees in respect of the Deposit Revolving Commitments, on the last day of March, June, September and December of each year and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereof, and (ii) in the case of commitment fees in respect of the Tranche A Term Commitments and the Deposit 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 computing commitment fees with respect to Revolving Commitments, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure have been reduced to zeroof such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (cb) The Company Parent Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Revolving Letters of Credit, which shall accrue at the same Applicable Rate used to determine the as interest rate applicable to on Eurodollar Revolving Loans on the average daily amount of such Lender’s Revolving 's LC Exposure (excluding any portion thereof attributable to unreimbursed LC DisbursementsDisbursements and based on Assigned Dollar Values, in the case of Alternative Currency Letters of Credit) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s 's Revolving Commitment terminates and the date on which such Lender ceases to have any Revolving LC Exposure, and (ii) to each Revolving the Issuing Bank a fronting fee, which shall accrue at the rate of 0.150.25% per annum on the average daily amount of the Revolving LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) with respect to each Revolving Disbursements and based on Assigned Dollar Values, in the case of any Alternative Currency Letter of Credit issued by such Issuing Bank Credit) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any Revolving LC Exposure with respect to Revolving Letters of Credit issued by such Exposure, as well as the 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 later of the date of 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 issued by such Issuing Bank and (iv) to each Issuing Bank, such Issuing Bank’s 's standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by it or processing of drawings thereunder. (d) Fees . Participation fees and fronting fees accrued pursuant to paragraphs (a), (b), (c)(i), (c)(ii) and (c)(iii) above, through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following each such last day, commencing on the first such date to occur after the Effective Date; , provided that all such fees for the account of Lenders of either Class shall be payable on the date on which the applicable Revolving Commitments of such Class terminate and any such fees accruing after the date on which such the applicable Revolving Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All such participation fees and fronting fees shall be computed on the basis of a year of 365 360 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 Section shall be payable within 10 days after demand. (ec) The Company Parent Borrower agrees to pay (i) to the Administrative Agent, the Collateral Agent and the Lead Arrangers, for their its own accountsaccount, fees payable in the amounts and at the times separately agreed to pursuant to upon between the Fee Letters Parent Borrower and (ii) on or prior to the Effective Date, to the Administrative Agent for the account of each Lender an upfront fee in an amount separately agreed with the LendersAgent. (fd) All fees payable hereunder shall be paid on the dates due, in Dollars and in immediately available funds, to the Administrative Agent (or to each the Issuing Bank, in the case of fees payable to it) for distribution (if applicable) distribution, in the case of commitment fees and participation fees, to the Lenders as specified aboveentitled thereto. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Finance agrees to pay to the Administrative Agent in dollars for the account of each Initial Revolving Lender a commitment fee, which shall accrue at the Applicable Rate rate of 0.25% per annum on the average daily unused amount of the excess of the aggregate Initial Revolving Commitment of such 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 Lender during the period from and including the date hereof to but excluding the date on which each of the Deposit Commitments and the Deposit LC Exposure have been reduced to zero. (c) The Company agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Revolving Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans on the average daily amount of such Lender’s Revolving LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the date on which the Initial Revolving Commitments terminate. Accrued commitment fees shall be payable in arrears on the third Business Day following the last day of March, June, September and December of each year and on the date on which the Initial Revolving Commitments terminate, commencing on the first such date to occur after the Effective Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, an Initial Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Initial Revolving 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 disregarded for such purpose). (b) The applicable Co-Borrower agrees to pay (i) to the Administrative Agent in dollars for the account of each Initial Revolving Lender (other than any Defaulting Lender) a participation fee with respect to its participations in Letters of Credit, which shall accrue at the Applicable Rate used to determine the interest rate applicable to Initial Revolving Loans that are Eurodollar Revolving Loans on the daily amount of such Lender’s LC Exposure attributable to the Initial Revolving Commitments for Letters of Credit 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 on which such Lender’s Initial Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure attributable to the Initial Revolving LC Exposure, Commitments and (ii) to each Revolving Issuing Bank in dollars a fronting fee, which shall accrue at the a rate of 0.150.125% per annum on the average daily amount of the Revolving LC Exposure 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 DisbursementsDisbursements but taking into account the maximum amount available to be drawn under all outstanding Letters of Credit, whether or not such maximum amount is then in effect) with respect to each Revolving Letter of Credit issued by such Issuing Bank during the period from and including the Effective Date to but excluding and including the later of the date of termination of all 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 BankExposure, (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 later of the date of 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 issued by such Issuing Bank and (iv) to each Issuing Bank, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by it or processing of drawings thereunder. (d) Fees . Participation fees and fronting fees accrued pursuant to paragraphs (a), (b), (c)(i), (c)(ii) and (c)(iii) above, through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following each such the last dayday of March, June, September and December, respectively, commencing on the first such date to occur after the Effective Date; provided that all such fees for the account of Lenders of either Class shall be payable on the date on which the Initial Revolving Commitments (in the case of such Class participation fees) or all the Revolving Commitments (in the case of fronting fees) terminate and any such fees accruing after the date on which such the Initial Revolving Commitments (in the case of participation fees) or all the Revolving Commitments (in the case of fronting fees) terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All such participation fees and fronting fees shall be computed on the basis of a year of 365 360 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 Section shall be payable within 10 days after demand. (ec) The Company Holdings agrees to pay (i) to the Administrative Agent, the Collateral Agent and the Lead Arrangers, for their its own accountsaccount, fees payable in the amounts and at the times separately agreed to pursuant to upon between Holdings or any of the Fee Letters Co-Borrowers, on the one hand, and (ii) on or prior to the Effective Date, to the Administrative Agent for Agent, on the account of each Lender an upfront fee in an amount separately agreed with the Lendersother hand. (fd) All fees payable hereunder [Reserved]. (e) Notwithstanding the foregoing, and subject to Section 2.22, none of the Co-Borrowers shall be paid on the dates due, in immediately available funds, obligated to the Administrative Agent (or pay any amounts to each Issuing Bank, in the case of fees payable any Defaulting Lender pursuant to it) for distribution (if applicable) to the Lenders as specified above. Fees paid shall not be refundable under any circumstancesthis Section 2.12.

Fees. (a) The Company agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee, which shall accrue at the Applicable Rate on the daily amount of the excess of the aggregate Revolving unused Commitment of such Lender over such Lender’s Revolving Outstandings , subject to adjustment as provided in Section 2.18, during the period from and including the date hereof of this Agreement to but excluding the date on which such Revolving Commitment terminates. Accrued commitment fees shall be payable in arrears on the last Business Day of March, June, September and December of each year, on any date prior to the Maturity Date on which the Commitments terminate and on the Maturity Date, commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (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 Lender during the period from and including the date hereof to but excluding the date on which each of the Deposit Commitments and the Deposit LC Exposure have been reduced to zero. (c) The Company agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Revolving Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Term SOFR Loans on the average daily amount of such Lender’s Revolving LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender▇▇▇▇▇▇’s Revolving Commitment terminates and the date on which such Lender ceases to have any Revolving LC Exposure, and (ii) to each Revolving Issuing Bank Lender a fronting fee, which shall accrue at the rate of 0.150.125% per annum on the average daily amount of the Revolving LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) with respect to each Revolving Letter of Credit issued by such Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any Revolving LC Exposure with respect to Revolving Letters of Credit issued by such Issuing BankExposure, (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 later of the date of 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 issued by such Issuing Bank and (iv) to as well as each Issuing Bank, such Issuing BankLender’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by it or processing of drawings thereunder. (d) Fees . Participation fees and fronting fees accrued pursuant to paragraphs (a), (b), (c)(i), (c)(ii) and (c)(iii) above, through and including the last day of March, June, September and December of each year shall be payable on the third Business Day fifteenth day following each such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees for the account of Lenders of either Class shall be payable on the date on which the Commitments of such Class terminate and any such fees accruing after the date on which such the Commitments terminate shall be payable on demand. Any other fees payable to any Issuing Lender pursuant to this paragraph shall be payable within 10 days after demand. All such participation fees and fronting fees shall be computed on the basis of a year of 365 360 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 Section shall be payable within 10 days after demand. (ec) The Company agrees to pay (i) to the Administrative Agent, the Collateral Agent and the Lead Arrangers, each for their own accountsaccount, fees payable in the amounts and at the times separately agreed to pursuant to upon in writing between the Fee Letters Company and (ii) on or prior to the Effective Date, to the Administrative Agent for the account of each Lender an upfront fee in an amount separately agreed with the LendersAgent. (fd) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to each the applicable Issuing BankLender, in the case of fees payable to it) for distribution (if applicable) distribution, in the case of commitment fees and participation fees, to the Lenders as specified aboveLenders. Fees paid shall not be refundable under any circumstancescircumstances absent error in the calculation or payment thereof.

Fees. (a) The Company agrees Borrowers jointly and severally agree to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee, which shall accrue at the Applicable Rate on the daily amount of the excess of the aggregate Available Revolving Commitment of such 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 Lender during the period from and including the date hereof Closing Date to but excluding the date on which each the last of the Deposit Revolving Commitments (or Extended Revolving Commitments) of such Revolving Lender terminates. Accrued commitment fees shall be payable in arrears on the last Business Day of March, June, September and December of each year and on the Deposit LC Exposure have been reduced date on which the last of the Revolving Commitments terminate, commencing on the first such date to zerooccur after the Closing Date; provided that any commitment fees accruing after the date on which such Revolving Commitments terminate shall be payable on demand. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (cb) The Company agrees Borrowers agree to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Revolving Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Eurocurrency Revolving Loans on the average daily amount Dollar Amount of such Revolving Lender’s Revolving LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Closing Date to but excluding the later of the date on which the last of such Revolving Lender’s Revolving Commitment terminates and the date on which such Revolving Lender ceases to have any Revolving LC Exposure, Exposure and (ii) to each Revolving the Issuing Bank for its own account a fronting fee, which shall accrue at the rate of 0.15% per annum separately agreed upon by the Borrowers and the Issuing Bank on the average daily amount Dollar Amount of the Revolving LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) with respect attributable to each Revolving Letter Letters of Credit issued by such the Issuing Bank during the period from and including the Effective Closing Date to but excluding the later of the date of termination of the last of the Revolving Commitments and the date on which there ceases to be any Revolving LC Exposure with respect to Revolving Letters of Credit issued by such Issuing BankExposure, (iii) to each Deposit Issuing Bank a fronting fee, which shall accrue at as well as 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 later of the date of 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 issued by such Issuing Bank and (iv) to each Issuing Bank, such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit issued by it or processing of drawings thereunder. (d) Fees accrued pursuant to paragraphs (a), (b), (c)(i), (c)(ii) and (c)(iii) . Unless otherwise specified above, participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third (3rd) Business Day following each such last day, commencing on the first such date to occur after the Effective Closing Date; provided that all such fees for the account of Lenders of either Class shall be payable on the date on which the last of the Revolving Commitments of such Class terminate and any such fees accruing after the date on which the such Revolving Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand. All such participation fees and fronting fees shall be computed on the basis of a year of 365 360 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 Section shall be payable within 10 days after demand. (ec) The Company agrees Borrowers agree to pay (i) to the Administrative Agent, the Collateral Agent and the Lead Arrangers, for their its own accountsaccount, fees payable in the amounts and at the times separately agreed to pursuant to upon between the Fee Letters Borrowers and the Administrative Agent. (iid) on or If any Repricing Event occurs prior to the Effective date occurring six months after the Closing Date, the Borrowers agree to pay to the Administrative Agent Agent, for the ratable account of each Lender with Term B Loans that are subject to such Repricing Event (including any Lender which is replaced pursuant to Section 9.02(e) as a result of its refusal to consent to an upfront amendment giving rise to such Repricing Event), a fee in an amount separately agreed with equal to 1.00% of the Lendersaggregate principal amount of the Term B Loans subject to such Repricing Event. Such fees shall be earned, due and payable upon the date of the occurrence of the respective Repricing Event. (fe) All fees payable hereunder shall be paid on the dates due, in Dollars and immediately available funds, to the Administrative Agent (or to each the Issuing Bank, in the case of fees payable to it) for distribution (if applicable) distribution, in the case of commitment fees and participation fees, to the Lenders as specified aboveapplicable Revolving Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company 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 Commitment Fee Rate per annum applicable to the Revolving Credit Commitments of such Class on the actual daily amount of the excess of the aggregate unused Revolving Credit Commitment of such Lender over such Lender’s Revolving Outstandings during the period from and including the date hereof to but excluding the date on which Class of 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 Lender during the period from and including the date hereof Closing Date to but excluding the date on which such ▇▇▇▇▇▇’s Revolving Credit Commitment of such Class terminates. Accrued Commitment fees shall be payable in arrears on each Scheduled Payment Date for the quarterly period then most recently ended (or, in the case of the Deposit first such payment made after the Closing Date, 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 fee payable pursuant to this Section 2.12(a), the Revolving Credit Commitment of any Class shall be deemed to have been used to the extent of the outstanding principal amount of the Revolving Loans of such Class and the Deposit LC Exposure attributable to the Revolving Credit Commitment of such Class, but no portion of the Revolving Credit Commitment of any Class shall be deemed to have been reduced to zeroused as a result of any outstanding Swingline Loan. (cb) The Company Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender of any Class, a participation fee with respect to its participations participation in Revolving Letters any outstanding Letter of CreditCredit that is not subject to Letter of Credit Support, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans of such Class that are Term Benchmark Loans on the average daily amount portion of such Lender▇▇▇▇▇▇’s Revolving LC Exposure that is attributable to its Revolving Credit Commitment of such Class (excluding any portion thereof that is attributable to any unreimbursed LC Disbursements) Disbursement), during the period from and including the Effective Closing Date to but excluding 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 attributable to its Revolving LC ExposureCredit Commitment of such Class and (B) the Termination Date, and (ii) to each Revolving Issuing Bank a fronting fee, 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 to each Revolving Letter of Credit issued by such Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any 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 later of the date of 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 issued by such Issuing Bank and (iv) to each Issuing Bank, for its own account, a fronting fee, in respect of each Letter of Credit that is not subject to Letter of Credit Support issued by such Issuing Bank for the period from the date of issuance of such Letter of Credit to the earliest of (A) the expiration date of such Letter of Credit, (B) the date on which such Letter of Credit terminates, (C) the Termination Date, computed at a rate agreed by such Issuing Bank and the Borrower (but in any event not to exceed 0.125% per annum) of the daily available amount of such Letter of Credit, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by it or the processing of drawings any drawing thereunder. (d) Fees accrued pursuant . Participation fees and fronting fees shall accrue to paragraphs (a), (b), (c)(i), (c)(ii) but excluding each Scheduled Payment Date and (c)(iii) above, through and including the last day of March, June, September and December of each year shall be payable on in arrears for the third Business Day following each such last dayquarterly period then most recently ended (or, commencing in the case of the payment made on the first such date to occur after the Effective Closing Date, for the period from the Closing Date to such date) on each Scheduled Payment 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 such the applicable Class terminate terminate, and any such fees accruing after the date on which such the Revolving Credit Commitments of the applicable Class terminate and prior to the Termination Date 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 fee payable to any Issuing Bank pursuant to this Section paragraph shall be payable within 10 30 days after demandreceipt of a written demand (accompanied by reasonable back-up documentation) therefor. (ec) The Company Borrower agrees to pay (i) to the Administrative Agent, for its own account, the Collateral Agent and the Lead Arrangers, for their own accounts, fees payable annual administration fee described in the amounts and at the times separately agreed Fee Letter. (d) The Borrower agrees to pursuant to the Fee Letters and (ii) on or prior to the Effective Date, pay to the Administrative Agent for the account of each Delayed Draw Term Lender an upfront fee in an (other than any Defaulting Lender) a ticking fee, which shall accrue at a rate equal to the Ticking Fee Rate per annum applicable to the Delayed Draw Term Loan Commitments on the actual daily amount separately agreed with of the Lenders. (f) All unused Delayed Draw Term Loan Commitment of such Lender during the period from and including the Amendment No. 2 Effective Date to the date on which the entire amount of such ▇▇▇▇▇▇’s Delayed Draw Term Loan Commitment terminates. Accrued ticking fees payable hereunder shall be paid payable in arrears on each Scheduled Payment Date for the dates due, in immediately available funds, to the Administrative Agent quarterly period then most recently ended (or to each Issuing Bankor, in the case of fees payable the first such payment made after the Amendment No. 2 Effective Date, for the period from the Amendment No. 2 Effective Date to it) for distribution (if applicable) to such date), and on the Lenders as specified above. Fees paid shall not be refundable under any circumstancesdate on which all of the Delayed Draw Term Loan Commitments terminate.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee, which shall accrue at the Applicable Rate on the daily amount of (if any) by which the excess of the aggregate Revolving Commitment of such Lender over such Lender’s exceeds the 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 Credit Exposure of such Lender during the period from and including the date hereof Closing Date to but excluding the date on which such Commitment terminates. Accrued commitment fees shall be payable in arrears on the first Business Day following the last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date to occur after the Closing Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the Deposit Commitments and actual number of days elapsed (including the Deposit LC Exposure have been reduced to zerofirst day but excluding the last day). (cb) The Company Borrower agrees to pay (i) to the Administrative Agent Agent, for the account of each Revolving Lender Lender, a participation fee with respect to its participations in Revolving Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Term SOFR Revolving Loans on the average daily amount of such Lender’s Revolving LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Closing Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any Revolving LC Exposure, (ii) to each Revolving Issuing Bank, for its own account, a fronting fee with respect to each Letter of Credit issued by it in the amount agreed between such Issuing Bank a fronting feeand the Borrower prior to the issuance of such Letter of Credit, which shall accrue at the rate of 0.15% per annum on the average daily amount of the Revolving Total LC Exposure attributable to such Letter of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements) with respect to each Revolving Letter of Credit issued by such Issuing Bank during the period from and including the Effective later of the Closing Date and the date of issuance of such Letter of Credit to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any Revolving LC Exposure with respect attributable to Revolving Letters such Letter of Credit issued by such Issuing Bank, and (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 later of the date of 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 issued by such Issuing Bank and (iv) to each Issuing Bank, for its own account, such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal amendment or extension of any Letter of Credit issued by it or processing of drawings thereunder. (d) Fees . Participation fees and fronting fees accrued pursuant to paragraphs (a), (b), (c)(i), (c)(ii) and (c)(iii) above, through and including the last day of March, June, September and December of each year shall be payable in arrears on the third first Business Day following each such last day, commencing on the first such date to occur after the Effective Closing Date; provided that all such fees for the account of Lenders of either Class shall be payable on the date on which the Commitments of such Class terminate and any such fees accruing after the date on which such the Commitments 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 demand. All such participation fees and fronting fees shall be computed on the basis of a year of 365 360 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 The amount of participation and fronting fees payable to any Issuing Bank pursuant to this Section hereunder shall be payable within 10 days after demandset forth in a written invoice or other notice delivered to the Borrower by the Administrative Agent or, in the case of fronting fees, by the applicable Issuing Bank. (ec) The Company Borrower agrees to pay (i) to the Administrative Agent, the Collateral Agent and the Lead Arrangers, for their its own accountsaccount, fees payable in the amounts and at the times separately agreed to pursuant to upon between the Fee Letters Borrower and (ii) on or prior to the Effective Date, to the Administrative Agent for the account of each Lender an upfront fee in an amount separately agreed with the LendersAgent. (fd) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to each the applicable Issuing Bank, in the case of fees payable to it) for distribution (if applicable) distribution, in the case of commitment fees and participation fees, to the Lenders as specified aboveentitled thereto. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company agrees Borrowers agree to pay to the Administrative Agent for the account of each Revolving Lender Lender, a commitment fee, which shall accrue at the rate per annum set forth as describe in, or under the caption “Commitment Fee”, as applicable, in the definition of “Applicable Rate Rate” on the average daily amount of the excess of the aggregate Available Revolving Commitment of such 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 Lender during the period from and including the date hereof Effective Date to but excluding the date on which each such Lender’s Revolving Commitment terminates. Commitment fees accrued through and including the last day of each calendar quarter shall be payable on the second Business Day of each April, July, October and January of each year and on the date on which the Revolving Commitment terminates, commencing on the first such date to occur after the Effective Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed. Solely for purposes of determining the Available Revolving Commitment in connection with the computation of commitment fees of the Deposit Commitments and Revolving Lenders, the Deposit LC Revolving Exposure have been reduced shall be deemed to zeroexclude the aggregate principal amount of Swingline Loans. (cb) The Company agrees Borrowers agree to pay (i) to the Administrative Agent Agent, for the account of (and to be shared pro rata among) each Revolving Lender Lender, a participation fee with respect to its participations in Revolving Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans on the average daily amount of such Lender’s Revolving applicable LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Revolving Lender ceases to have any Revolving LC Exposure. In addition, (ii) the Borrowers agree to each Revolving pay the applicable Issuing Bank a fronting fee, 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) fee with respect to each Revolving Letter of Credit, in an amount equal to the greater of (i) 0.125% of the face amount of such Letter of Credit issued by such Issuing Bank during the period from and including the Effective Date to but excluding the later of (ii) $1,000, payable on the date of termination the issuance and any renewal or extension of such Letter of Credit (and, in the Revolving Commitments and event that the face amount of any Letter of Credit is increased after the date on which there ceases of issuance thereof, the Borrowers agree to be any Revolving LC Exposure with respect to Revolving Letters of Credit issued by such pay the applicable 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 date of any such increase, an additional fronting fee in an amount equal to the greater of (i) 0.125% of the amount by which the face amount of the Deposit LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) with respect to each Deposit such Letter of Credit issued by such Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Deposit Commitments and the date on which there ceases to be any Deposit LC Exposure with respect to Deposit Letters of Credit issued by such Issuing Bank has been increased and (ivii) to each Issuing Bank$1,000), such as well as the applicable Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by it or processing of drawings thereunder. (d) Fees . Participation fees and fronting fees accrued pursuant to paragraphs (a), (b), (c)(i), (c)(ii) and (c)(iii) above, through and including the last day of March, June, September and December of each year calendar quarter shall be payable on the third second Business Day following of each such last dayApril, July, October and January of each year, commencing on the first such date to occur after the Effective Date; provided that all such fees for the account of Lenders of either Class shall be payable on the date on which the Revolving Commitments of such Class terminate and any such fees accruing after the date on which such the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 10 Business Days after demand. All such participation fees and fronting fees payable pursuant to this paragraph (b) shall be computed on the basis of a year of 365 360 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 Section shall be payable within 10 days after demandelapsed. (ec) The Company agrees Borrowers agree to pay to (i) to the Administrative Agent and the other Agents the fees set forth in the Fee Letter, and (ii) the Administrative Agent, the Collateral Agent and the Lead Arrangersfor its own account, for their own accounts, any other fees payable in the amounts and at the times separately agreed to pursuant to upon between the Fee Letters Borrowers and (ii) on or prior to the Effective Date, to the Administrative Agent for the account of each Lender an upfront fee in an amount separately agreed with the LendersAgent. (fd) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to each the applicable Issuing Bank, in the case of fees payable to it) for distribution (if applicable) distribution, in the case of commitment fees and participation fees, to the Lenders as specified aboveLenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent an unused commitment fee for the account of each Revolving Lender a commitment feeLender, which shall accrue at the Applicable Rate a rate of 0.25% per annum on the daily amount of the excess undrawn portion of the aggregate Revolving Commitment of such 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 Lender during the period from and including the date hereof Effective Date to but excluding the date on which each the Lenders’ Revolving Commitments terminate; it being understood that the LC Exposure of a Lender shall be included and the Swingline Exposure of a Lender shall be excluded in the drawn portion of the Deposit Revolving Commitment of such Lender for purposes of calculating the commitment fee. Accrued commitment fees shall be payable in arrears on the last Business Day of March, June, September and December of each year and on the date on which the Revolving Commitments terminate or are reduced, 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 Deposit LC Exposure have been reduced to zeroactual number of days elapsed (including the first day but excluding the last day). (cb) The Company Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Revolving Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans on the average daily amount of such Lender’s Revolving LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any Revolving LC Exposure, and (ii) to each Revolving the Issuing Bank a fronting fee, which shall accrue at the rate of 0.150.125% per annum on the average daily amount of the Revolving LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) with respect to each Revolving Letter of Credit issued by such Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any Revolving LC Exposure with respect to Revolving Letters of Credit issued by such Issuing BankExposure, (iii) to each Deposit Issuing Bank a fronting fee, which shall accrue at as well as 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 later of the date of 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 issued by such Issuing Bank and (iv) to each Issuing Bank, such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit issued by it or processing of drawings thereunder. (d) Fees . Participation fees and fronting fees accrued pursuant to paragraphs (a), (b), (c)(i), (c)(ii) and (c)(iii) above, through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following each such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees for the account of Lenders of either Class shall be payable on the date on which the Revolving Commitments of such Class terminate and any such fees accruing after the date on which such the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand. All such participation fees and fronting fees shall be computed on the basis of a year of 365 360 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 Section shall be payable within 10 days after demand. (ec) The Company Borrower agrees to pay (i) to the Administrative Agent, the Collateral Agent and the Lead Arrangers, for their its own accountsaccount, fees payable in the amounts and at the times separately agreed to pursuant to upon between the Fee Letters Borrower and (ii) on or prior to the Effective Date, to the Administrative Agent for the account of each Lender an upfront fee in an amount separately agreed with the LendersAgent. (fd) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to each the Issuing Bank, in the case of fees payable to it) for distribution (if applicable) distribution, in the case of commitment fees and participation fees, to the Lenders as specified aboveentitled thereto. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company agrees Borrowers agree to pay to the Administrative Agent for the account of each Initial Revolving Lender (other than any Defaulting Lender) a commitment fee, which shall accrue at a rate equal to the Applicable Commitment Fee Rate per annum on the average daily amount of the excess of the aggregate Revolving unused Initial Commitment of such Lender over such Lender’s Initial 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 Lender during the period from and including the date hereof Closing Date to but excluding the date on which such Initial Revolving Lender’s Initial Commitments terminate. Accrued commitment fees shall be payable in arrears on the last Business Day of each March, June, September and December for the quarterly period then ended (commencing on September 30, 2017) and on the date on which the Initial Commitments terminate. For purposes of calculating the commitment fee only, the 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 Deposit Commitments and the Deposit LC Exposure have been reduced to zeroCommitment of any Class shall be deemed used as a result of outstanding Swingline Loans. (cb) The Company Subject to Section 2.21, the US Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations participation in Revolving Letters each US Letter of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar LIBO Rate Revolving Loans on the average daily face amount of such Lender’s Revolving US LC Exposure in respect of such US Letter of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements) Disbursements in respect of US Letters of Credit), during the period from and including the Effective Closing Date to but excluding the later of the date on which such Lender’s Revolving Initial US Commitment terminates and the date on which such Lender ceases to have any Revolving US LC Exposure, Exposure in respect of such US Letter of Credit and (ii) to each Revolving Issuing Bank Bank, for its own account, a fronting fee, which shall accrue at the rate in respect 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 to each Revolving US Letter of Credit issued by such Issuing Bank during for the period from and including the Effective Date to but excluding the later of the date of termination issuance 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 US Letter of Credit issued by such Issuing Bank during to the period from and including the Effective Date to but excluding the later of the expiration date of termination of the Deposit Commitments and the date on which there ceases to be any Deposit LC Exposure with respect to Deposit Letters such US Letter of Credit issued (or if terminated on an earlier date, to the termination date of such US Letter of Credit), computed at a rate equal to the rate agreed by such Issuing Bank and the US Borrower (ivbut in any event not to exceed 0.125% per annum) to each Issuing Bankof the daily face amount of such US Letter of Credit, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any US Letter of Credit or processing of drawings thereunder. (c) Subject to Section 2.21, the Canadian Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participation in each Canadian Letter of Credit, which shall accrue at the Applicable Rate used to determine the interest rate applicable to CDOR Revolving Loans on the daily face amount of such Lender’s Canadian LC Exposure in respect of such Canadian Letter of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements in respect of Canadian Letters of Credit), during the period from and including the Closing Date to the later of the date on which such Lender’s Initial Canadian Commitment terminates and the date on which such Lender ceases to have any Canadian LC Exposure in respect of such Canadian Letter of Credit and (ii) to each Issuing Bank, for its own account, a fronting fee, in respect of each Canadian Letter of Credit issued by it such Issuing Bank for the period from the date of issuance of such Canadian Letter of Credit to the expiration date of such Canadian Letter of Credit (or if terminated on an earlier date, to the termination date of such Canadian Letter of Credit), computed at a rate equal to the rate agreed by such Issuing Bank and the Canadian Borrower (but in any event not to exceed 0.125% per annum) of the daily face amount of such Canadian Letter of Credit, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Canadian Letter of Credit or processing of drawings thereunder. (d) Fees Participation fees and fronting fees accrued pursuant to paragraphs (a)to, (b)but excluding, (c)(i), (c)(ii) and (c)(iii) above, through and including the last day Business Day of each March, June, September and December of each year shall be payable in arrears for the quarterly period then ended on the third last Business Day following each of such last day, commencing on the first such date to occur after the Effective Datecalendar quarter; provided that all such fees for the account of Lenders of either Class shall be payable on the date on which the Initial Commitments of such Class terminate terminate, and any such fees accruing after the date on which such the Initial Commitments 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 Section 2.12 shall be payable within 10 30 days after demandreceipt of a written demand (accompanied by reasonable back-up documentation) therefor. (e) The Company agrees Borrowers agree to pay (i) to the Administrative Agent, for its own account, the Collateral Agent and the Lead Arrangers, for their own accounts, fees payable in the amounts and at the times separately agreed to pursuant to the Fee Letters upon by any Borrower and (ii) on or prior to the Effective Date, to the Administrative Agent for the account of each Lender an upfront fee in an amount separately agreed with the Lenderswriting. (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 each Issuing Bankfor distribution, in the case of commitment fees payable to it) for distribution (if applicable) and participation fees, to the Lenders as specified aboveLenders. Fees paid shall not be refundable under any circumstancescircumstances except as otherwise provided in the Fee Letter. Fees payable hereunder shall accrue to, but excluding, the applicable fee payment date. (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 a fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee, which shall accrue at the Applicable Rate on the daily unused amount of the excess of the aggregate each Revolving Commitment of such 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 or Phase II Tranche A 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 Lender during the period from and including the date hereof Effective Date to but excluding the date on which such Commitment terminates. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the dates on which such Commitments terminate, commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees with respect to Revolving Commitments, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the Deposit Commitments outstanding Revolving Loans and LC Exposure of such Lender (and the Deposit LC Swingline Exposure have been reduced to zeroof such Lender shall be disregarded for such purpose). (cb) The Company Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Revolving 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 Eurodollar Eurocurrency Revolving Loans on the average daily amount of such Lender’s Revolving 's LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s 's Revolving Commitment terminates and the date on which such Lender ceases to have any Revolving LC Exposure, and (ii) to each Revolving the Issuing Bank a fronting fee, which shall accrue at the rate of 0.150.125% per annum on the average daily amount of the Revolving LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) with respect to each Revolving Letter of Credit issued by such Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any Revolving LC Exposure with respect to Revolving Letters of Credit issued by such Exposure, as well as the 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 later of the date of 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 issued by such Issuing Bank and (iv) to each Issuing Bank, such Issuing Bank’s 's standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by it or processing of drawings thereunder. (d) Fees . Participation fees and fronting fees accrued pursuant to paragraphs (a), (b), (c)(i), (c)(ii) and (c)(iii) above, through and including the last day of March, June, September and December of each year shall be payable in arrears on the third Business Day following each such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees for the account of Lenders of either Class shall be payable on the date on which the Revolving Commitments of such Class terminate and any such fees accruing after the date on which such the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All such participation fees and fronting fees shall be computed on the basis of a year of 365 360 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 Section shall be payable within 10 days after demand. (ec) The Company agrees to pay (i) to the Administrative Agent, the Collateral Agent and the Lead Arrangers, for their own accounts, fees payable Except in the amounts 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 at the times separately agreed to pursuant to the Fee Letters and (ii) mandatory prepayments of Tranche B Term Loans made on or prior to the Tranche B Refinancing Date, including the prepayment contemplated by the Second Amendment, will be accompanied by payment of a prepayment fee equal to (i) 2.0% of the aggregate amount of such prepayment, if such prepayment is made during the first year after the Effective Date and (ii) 1.0% of the aggregate amount of such prepayment, if such prepayment is made during the second year after the Effective Date, to the Administrative Agent for the account of each Lender an upfront fee in an amount separately agreed with the Lenders. (f) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to each Issuing Bank, in the case of fees payable to it) for distribution (if applicable) to the Lenders as specified above. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company agrees Borrowers, jointly and severally, agree to pay to the Administrative Agent for the account of each Revolving Lender a commitment feefee (“Revolving Commitment Fee”), which shall accrue at the Revolving Facility Applicable Rate Margin on the average daily amount of the excess of the aggregate unused Revolving Commitment of such 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 Lender during the period from and including the date hereof Closing Date to but excluding the date on which the Revolving Commitment of such Revolving Lender terminates. Accrued Revolving Commitment Fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any Revolving Commitment Fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. All Revolving Commitment Fees shall be computed on the basis of a year of 360 days and shall be payable for the Deposit Commitments and actual number of days elapsed (including the Deposit LC Exposure have been reduced to zerofirst day but excluding the last day). (cb) The Company agrees Borrowers, jointly and severally, agree to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Revolving Letters of Credit, which shall accrue at the same then-applicable Revolving Facility Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans Margin for each day on the average daily amount of such Revolving Lender’s Revolving LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Closing Date to but excluding the later of the date on which such Revolving Lender’s Revolving Commitment terminates and the date on which such Revolving Lender ceases to have any Revolving LC Exposure, Exposure and (ii) to each Revolving the Issuing Bank for its own account a fronting fee, which shall accrue at the rate of 0.150.125% per annum on the average daily amount of the Revolving LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) with respect attributable to each Revolving Letter Letters of Credit issued by such the Issuing Bank during the period from and including the Effective Closing Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any Revolving LC Exposure with respect to Revolving Letters of Credit issued by such Issuing BankExposure, (iii) to each Deposit Issuing Bank a fronting fee, which shall accrue at as well as 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 later of the date of 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 issued by such Issuing Bank and (iv) to each Issuing Bank, such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit issued by it or processing of drawings thereunder. (d) Fees accrued pursuant to paragraphs (a), (b), (c)(i), (c)(ii) and (c)(iii) . Unless otherwise specified above, participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third (3rd) Business Day following each such last day, commencing on the first such date to occur after the Effective Closing Date; provided that all such fees for the account of Lenders of either Class shall be payable on the date on which the Revolving Commitments of such Class terminate and any such fees accruing after the date on which such the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand. All such participation fees and fronting fees shall be computed on the basis of a year of 365 360 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 Section shall be payable within 10 days after demand. (ec) The Company agrees Borrowers, jointly and severally, agree to pay (i) to the Administrative Agent, for its own account, the Collateral Agent and the Lead Arrangers, for their own accounts, administrative fees payable in the amounts and at the times separately agreed to pursuant to the Fee Letters upon between Rovi and (ii) on or prior to the Effective Date, to the Administrative Agent for (the account of each Lender an upfront fee in an amount separately agreed with the Lenders. (f) All fees payable hereunder “Administrative Agent Fees”). The Administrative Agent Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent. Once paid, none of the Administrative Agent Fees shall be refundable under any circumstances. (d) All fees payable hereunder shall be paid on the dates due, in Dollars and immediately available funds, to the Administrative Agent (or to each the Issuing Bank, in the case of fees payable to it) for distribution (if applicable) distribution, in the case of Revolving Commitment Fees and participation fees, to the Lenders as specified aboveLenders. Fees Any such fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee, which shall accrue at a rate equal to the Applicable Commitment Fee Rate on the average daily unused amount of the excess of the aggregate Revolving Commitment of such 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 Lender during the period from and including the date hereof Effective Date to but excluding the date on which the Revolving Commitments terminate. Accrued commitment fees shall be payable in arrears on the third Business Day following the last day of March, June, September and December of each year and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the Effective Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a Global Revolving Commitment of a Lender shall be deemed to be used to the extent of the Deposit Commitments outstanding Global Revolving Loans and LC Exposure of such Lender (and the Deposit LC Swingline Exposure have been reduced to zeroof such Lender shall be disregarded for such purpose). (cb) The Company Borrower agrees to pay (i) to the Administrative Agent for the account of each Global Revolving Lender a participation fee with respect to its participations in Revolving Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Eurocurrency Revolving Loans on the average daily amount of such Lender’s Revolving LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any Revolving LC Exposure, and (ii) to each Revolving Issuing Bank a fronting feefee in respect of each Letter of Credit issued by such Issuing Bank, which shall accrue at the a rate of 0.15equal to 0.25% per annum on the average daily amount of the Revolving LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) with respect to each Revolving Letter of Credit issued by such Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any Revolving LC Exposure with respect to Revolving Letters of Credit issued by such Issuing BankExposure, (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 later of the date of 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 issued by such Issuing Bank and (iv) to each Issuing Bank, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by it or processing of drawings thereunder. (d) Fees . Participation fees and fronting fees accrued pursuant to paragraphs (a), (b), (c)(i), (c)(ii) and (c)(iii) above, through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following each such last day, commencing on the first such date to occur after the Effective Date; , provided that all such fees for the account of Lenders of either Class shall be payable on the date on which the Revolving Commitments of such Class terminate and any such fees accruing after the date on which such the Revolving Commitments terminate shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All such participation fees and fronting fees shall be computed on the basis of a year of 365 360 days (or 366 days or, in a leap yearthe case any such fee is payable in Sterling, 365 days) 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 Section shall be payable within 10 days after demand. (ec) The Company Borrower agrees to pay (i) to the Administrative Agent, the Collateral Agent and the Lead Arrangers, for their its own accountsaccount, fees payable in the amounts and at the times separately agreed to pursuant to upon between the Fee Letters Borrower and (ii) on or prior to the Effective Date, to the Administrative Agent for the account of each Lender an upfront fee in an amount separately agreed with the LendersAgent. (fd) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to each the applicable Issuing Bank, in the case of fees payable to it) for distribution (if applicable) distribution, in the case of commitment fees and participation fees, to the Lenders as specified aboveentitled thereto. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender (other than any Defaulting Lender) a commitment fee, fee which shall accrue at the Applicable Rate rate of 0.375% per annum on the daily unused amount of the excess of the aggregate Revolving Commitment of such Lender over such Lender’s Revolving Outstandings during the period from and including the date hereof Effective Date to but excluding the date on which such Revolving Commitment terminates. Accrued commitment fees in respect of the Revolving Commitments shall be payable in arrears on the third Business Day following the last day of March, June, September and December of each year and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees in respect of the Revolving Commitments, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The 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 Lender during the period from and including the date hereof to but excluding the date on which each of the Deposit Commitments and the Deposit LC Exposure have been reduced to zero. (c) The Company Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Revolving Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Eurocurrency Revolving Loans on the average daily amount of such Lender’s Revolving LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any Revolving LC Exposure, and (ii) to each Revolving Issuing Bank a fronting fee, which shall accrue at the rate of 0.150.125% per annum (or at such rate as may be separately agreed upon between the Borrower and any such Issuing Bank) on the average daily amount of the Revolving LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) with respect to each Revolving Letter of Credit issued by such Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any Revolving such LC Exposure with respect to Revolving Letters of Credit issued by such Issuing BankExposure, (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 later of the date of 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 issued by such Issuing Bank and (iv) to each Issuing Bank, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by it or processing of drawings thereunder. (d) Fees . Participation fees and fronting fees accrued pursuant to paragraphs (a), (b), (c)(i), (c)(ii) and (c)(iii) above, through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following each such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees for the account of Lenders of either Class shall be payable on the date on which the Revolving Commitments of such Class terminate and any such fees accruing after the date on which such the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All such participation fees and fronting fees shall be computed on the basis of a year of 365 360 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 Section shall be payable within 10 days after demand. (ec) The Company Borrower agrees to pay (i) to the Administrative Agent, the Collateral Agent and the Lead Arrangers, for their its own accountsaccount, fees payable in the amounts and at the times separately agreed to pursuant to upon between the Fee Letters Borrower and (ii) on or prior to the Effective Date, to the Administrative Agent for the account of each Lender an upfront fee in an amount separately agreed with the LendersAgent. (fd) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to each an Issuing Bank, in the case of fees payable to it) for distribution (if applicable) distribution, in the case of commitment fees and participation fees, to the Revolving Lenders as specified aboveentitled thereto. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company 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 Commitment Fee Rate per annum applicable to the Revolving Credit Commitments of such Class on the actual daily amount of the excess of the aggregate unused Revolving Credit Commitment of such Lender over such Lender’s Revolving Outstandings during the period from and including the date hereof to but excluding the date on which Class of 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 Lender during the period from and including the date hereof Closing Date to but excluding the date on which such ▇▇▇▇▇▇’s Revolving Credit Commitment of such Class terminates. Accrued Commitment fees shall be payable in arrears on each Scheduled Payment Date for the quarterly period then most recently ended (or, in the case of the Deposit first such payment made after the Closing Date, 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 fee payable pursuant to this Section 2.12(a), the Revolving Credit Commitment of any Class shall be deemed to have been used to the extent of the outstanding principal amount of the Revolving Loans of such Class and the Deposit LC Exposure attributable to the Revolving Credit Commitment of such Class, but no portion of the Revolving Credit Commitment of any Class shall be deemed to have been reduced to zeroused as a result of any outstanding Swingline Loan. (cb) The Company Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender of any Class, a participation fee with respect to its participations participation in Revolving Letters any outstanding Letter of CreditCredit that is not subject to Letter of Credit Support, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans of such Class that are Term Benchmark Loans on the average daily amount portion of such Lender▇▇▇▇▇▇’s Revolving LC Exposure that is attributable to its Revolving Credit Commitment of such Class (excluding any portion thereof that is attributable to any unreimbursed LC Disbursements) Disbursement), during the period from and including the Effective Closing Date to but excluding 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 attributable to its Revolving LC ExposureCredit Commitment of such Class and (B) the Termination Date, and (ii) to each Revolving Issuing Bank a fronting fee, 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 to each Revolving Letter of Credit issued by such Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any 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 later of the date of 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 issued by such Issuing Bank and (iv) to each Issuing Bank, for its own account, a fronting fee, in respect of each Letter of Credit that is not subject to Letter of Credit Support issued by such Issuing Bank for the period from the date of issuance of such Letter of Credit to the earliest of (A) the expiration date of such Letter of Credit, (B) the date on which such Letter of Credit terminates, (C) the Termination Date, computed at a rate agreed by such Issuing Bank and the Borrower (but in any event not to exceed 0.125% per annum) of the daily available amount of such Letter of Credit, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by it or the processing of drawings any drawing thereunder. (d) Fees accrued pursuant . Participation fees and fronting fees shall accrue to paragraphs (a), (b), (c)(i), (c)(ii) but excluding each Scheduled Payment Date and (c)(iii) above, through and including the last day of March, June, September and December of each year shall be payable on in arrears for the third Business Day following each such last dayquarterly period then most recently ended (or, commencing in the case of the payment made on the first such date to occur after the Effective Closing Date, for the period from the Closing Date to such date) on each Scheduled Payment 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 such the applicable Class terminate terminate, and any such fees accruing after the date on which such the Revolving Credit Commitments of the applicable Class terminate and prior to the Termination Date shall be payable on demand. Any other fee 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) The Borrower agrees to pay to the Administrative Agent, for its own account, the annual administration fee described in the Fee Letter. (d) All such fees payable hereunder shall be paid on the date 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 any Issuing Bank). Fees paid shall not be refundable under any circumstance 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. (e) Unless otherwise indicated herein, all computations of fees shall be computed made on the basis of a 360-day 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 Section shall be payable within 10 days after demand. (e) The Company agrees to pay (i) to the Administrative Agent, the Collateral Agent and the Lead Arrangers, for their own accounts, fees payable in the amounts and at the times separately agreed to pursuant to the Fee Letters and (ii) on or prior to the Effective Date, to Each determination by the Administrative Agent for of the account amount of each Lender an upfront any fee in an amount separately agreed with the Lenders. (f) All fees payable hereunder shall be paid on the dates dueconclusive and binding for all purposes, in immediately available funds, to the Administrative Agent (or to each Issuing Bank, in the case of fees payable to it) for distribution (if applicable) to the Lenders as specified above. Fees paid shall not be refundable under any circumstancesabsent manifest error.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee, which shall accrue at the Applicable Rate on the daily amount of (if any) by which the excess of the aggregate Revolving Commitment of such Lender over such Lender’s exceeds the 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 Credit Exposure of such Lender during the period from and including the date hereof of this Agreement to but excluding the date on which such Commitment terminates. Accrued commitment fees shall be payable in arrears on the first Business Day following the last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first 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 Deposit Commitments and actual number of days elapsed (including the Deposit LC Exposure have been reduced to zerofirst day but excluding the last day). (cb) The Company Borrower agrees to pay (i) to the Administrative Agent Agent, for the account of each Revolving Lender Lender, a participation fee with respect to its participations in Revolving Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans on the average daily amount of such Lender’s Revolving LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any Revolving LC Exposure, (ii) to each Revolving Issuing Bank, for its own account, a fronting fee with respect to each Letter of Credit issued by it in the amount agreed between such Issuing Bank a fronting feeand the Borrower prior to the issuance of such Letter of Credit, which shall accrue at the rate of 0.15% per annum on the average daily amount of the Revolving Total LC Exposure attributable to such Letter of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements) with respect to each Revolving Letter of Credit issued by such Issuing Bank during the period from and including the Effective Date date of issuance of such Letter of Credit to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any Revolving LC Exposure with respect attributable to Revolving Letters such Letter of Credit issued by such Issuing Bank, and (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 later of the date of 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 issued by such Issuing Bank and (iv) to each Issuing Bank, for its own account, such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by it or processing of drawings thereunder. (d) Fees . Participation fees and fronting fees accrued pursuant to paragraphs (a), (b), (c)(i), (c)(ii) and (c)(iii) above, through and including the last day of March, June, September and December of each year shall be payable in arrears on the third first Business Day following each such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees for the account of Lenders of either Class shall be payable on the date on which the Commitments of such Class terminate and any such fees accruing after the date on which such the Commitments 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 demand. All such participation fees and fronting fees shall be computed on the basis of a year of 365 360 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 The amount of participation and fronting fees payable to any Issuing Bank pursuant to this Section hereunder shall be payable within 10 days after demandset forth in a written invoice or other notice delivered to the Borrower by the Administrative Agent or, in the case of fronting fees, by the applicable Issuing Bank. (ec) The Company Borrower agrees to pay (i) to the Administrative Agent, the Collateral Agent and the Lead Arrangers, for their its own accountsaccount, fees payable in the amounts and at the times separately agreed to pursuant to upon between the Fee Letters Borrower and (ii) on or prior to the Effective Date, to the Administrative Agent for the account of each Lender an upfront fee in an amount separately agreed with the LendersAgent. (fd) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to each the applicable Issuing Bank, in the case of fees payable to it) for distribution (if applicable) distribution, in the case of commitment fees and participation fees, to the Lenders as specified aboveentitled thereto. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee, which shall accrue accrue, for each day at the Applicable Rate for such day, on the average daily unused amount of the excess of the aggregate Revolving Commitment of such Lender over such Lender’s Revolving Outstandings for each day during the period from and including the date hereof Effective Date to but excluding the date on which such Commitment terminates. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a Revolving Commitment terminatesof a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The 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 Lender during the period from and including the date hereof to but excluding the date on which each of the Deposit Commitments and the Deposit LC Exposure have been reduced to zero. (c) The Company Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Revolving Letters of Credit, which shall accrue for each day at the same Applicable Rate used to determine the interest rate applicable to Eurodollar LIBO Rate Revolving Loans for such day, on the average daily amount of such Lender’s Revolving LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) for each day during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any Revolving LC Exposure, and (ii) to each Revolving Issuing Bank a fronting fee, which shall accrue at the rate of 0.15% or rates per annum separately agreed upon between the Borrower and such Issuing Bank on the average daily amount of the Revolving aggregate LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) with respect to for each Revolving Letter of Credit issued by such Issuing Bank day during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any Revolving such LC Exposure with respect to Revolving Letters of Credit issued by such Issuing BankExposure, (iii) to as well as 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 later of the date of 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 issued by such Issuing Bank and (iv) to each Issuing Bank, such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by it or processing of drawings thereunder. (d) Fees . Participation fees and fronting fees accrued pursuant to paragraphs (a), (b), (c)(i), (c)(ii) and (c)(iii) above, through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following each such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees for the account of Lenders of either Class shall be payable on the date on which the Revolving Commitments of such Class terminate and any such fees accruing after the date on which such the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All such participation fees and fronting fees shall be computed on the basis of a year of 365 360 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 Section shall be payable within 10 days after demand. (ec) The Company Borrower agrees to pay (i) to the Administrative Agent, the Collateral Agent and the Lead ArrangersArranger, for their its own accountsaccount, fees payable in the amounts and at the times separately agreed to pursuant to upon between the Fee Letters and (ii) on or prior to the Effective DateBorrower, to the Administrative Agent for and the account of each Lender an upfront fee in an amount separately agreed with the LendersArranger. (fd) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to each an Issuing Bank, in the case of fees payable to it) for distribution (if applicable) distribution, in the case of commitment fees and participation fees, to the Revolving Lenders as specified aboveentitled thereto. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee, which shall accrue at the Applicable Rate on the average daily unused amount of the excess of the aggregate Revolving Commitment of such 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 Lender during the period from and including the date hereof Effective Date to but excluding the date on which each the aggregate Revolving Commitments terminate. Accrued commitment fees shall be payable in arrears in respect of the Deposit Revolving Commitments on the last Business Day of March, June, September and December of each year and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees with respect to Revolving Commitments, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Deposit LC Swingline Exposure have been reduced to zeroof such Lender shall be disregarded for such purpose). (cb) The Company Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Revolving Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans on the average daily amount of such Lender’s Revolving LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any Revolving LC Exposure, and (ii) to each Revolving the Issuing Bank a fronting fee, which shall accrue at the a rate of 0.15equal to 0.125% per annum on the average daily amount of the Revolving LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) with respect to each Revolving Letter of Credit issued by such Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any Revolving LC Exposure with respect to Revolving Letters of Credit issued by such Issuing BankExposure, (iii) to each Deposit Issuing Bank a fronting fee, which shall accrue at as well as 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 later of the date of 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 issued by such Issuing Bank and (iv) to each Issuing Bank, such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by it or processing of drawings thereunder. (d) Fees accrued pursuant to paragraphs (a), (b), (c)(i), (c)(ii) . Participation fees and (c)(iii) above, through and including fronting fees shall be payable on the last day Business Day of March, June, September and December of each year shall be payable on the third Business Day following each such last dayyear, commencing on the first such date to occur after the Effective Date; , provided that all such fees for the account of Lenders of either Class shall be payable on the date on which the Revolving Commitments of such Class terminate and any such fees accruing after the date on which such the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All such participation fees and fronting fees shall be computed on the basis of a year of 365 360 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 Section shall be payable within 10 days after demand. (ec) The Company Borrower agrees to pay (i) to the Administrative Agent, the Collateral Agent and the Lead Arrangers, for their its own accountsaccount, fees payable in the amounts and at the times separately agreed to pursuant to upon between the Fee Letters Borrower and (ii) on or prior to the Effective Date, to the Administrative Agent for the account of each Lender an upfront fee in an amount separately agreed with the LendersAgent. (fd) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to each the Issuing Bank, in the case of fees payable to it) for distribution (if applicable) distribution, in the case of commitment fees and participation fees, to the Lenders as specified aboveentitled thereto. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company agrees Borrowers agree to pay to the Administrative Agent for the account of each Revolving Lender (other than a Defaulting Lender) a commitment fee, which shall accrue at a rate equal to the Applicable Commitment Fee Rate per annum on the average daily amount of the excess of the aggregate Unused Revolving Credit Commitment of such 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 Lender during the period from and including the date hereof Closing Date to but excluding the date on which such Lender’s Revolving Credit Commitments terminate. Accrued commitment fees shall be payable in arrears on the last day of each March, June, September and December for the quarterly period then ended and on the date on which the Revolving Credit Commitments terminate. For purposes of calculating the commitment fees only, no portion of the Deposit Revolving Credit Commitments and the Deposit LC Exposure have been reduced to zeroshall be deemed utilized as a result of outstanding Swingline Loans. (cb) The Company agrees Borrowers agree to pay (i) 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 Revolving Standby Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar LIBO Rate Revolving Loans on the average daily face amount of such Lender’s Revolving LC Exposure in respect of Standby Letters of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements) ), during the period from and including the Effective Closing Date to but excluding through the later of the date on which such Revolving Lender’s Revolving Credit Commitment terminates and the date on which such Revolving Lender ceases to have any Revolving LC ExposureExposure in respect of Standby Letters of Credit, (ii) to the Administrative Agent for the account of each Revolving Issuing Bank Lender (other than a fronting feeDefaulting 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 of 0.15% per annum applicable to LIBO Rate Revolving Loans, on the average daily face amount of the Revolving 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 to the later of the date on which such Revolving Lender’s Revolving Credit Commitment terminates and the date on which such Revolving Lender ceases to have any LC Exposure in respect of Commercial Letters of Credit, and (iii) with respect to each Revolving Issuing Bank, for its own account, a fronting fee, in respect of each Letter of Credit issued by such Issuing Bank during for the period from and including the Effective Date to but excluding the later of the date of termination issuance of the Revolving Commitments and the date on which there ceases to be any Revolving LC Exposure with respect to Revolving Letters such Letter of Credit issued by to the expiration date of such Issuing BankLetter of Credit (or if terminated on an earlier date, (iii) to each Deposit Issuing Bank the termination date of such Letter of Credit), computed at a fronting fee, which shall accrue at the rate of 0.05equal to 0.125% per annum on the average daily amount of the Deposit LC Exposure (excluding any portion thereof attributable or such other rate not to unreimbursed LC Disbursements) with respect exceed 0.125% per annum as may be agreed to each Deposit Letter of Credit issued by such Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Deposit Commitments and the date on which there ceases to be any Deposit LC Exposure with respect to Deposit Letters of Credit issued by such Issuing Bank and (ivthe Borrower Representative) to each Issuing Bankof the daily face amount of such Letter of Credit, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by it or processing of drawings thereunder. (d) Fees . Participation fees and fronting fees accrued pursuant to paragraphs (a), (b), (c)(i), (c)(ii) and (c)(iii) above, through and including but excluding the last day of each March, June, September and December of each year shall be payable in arrears for the quarterly period then ended on the third Business Day following each last day of such last day, commencing on the first such date to occur after the Effective Datecalendar quarter; 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 such Class terminate and any such fees accruing after the date on which such the Revolving Credit Commitments 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 Section paragraph shall be payable within 10 30 days after demandreceipt of a written demand (accompanied by reasonable back-up documentation therefor). (ec) The Company agrees Borrowers agree to pay (i) to the Administrative Agent, for its own account, the Collateral Agent and fees set forth in the Lead ArrangersFee Letter, for their own accounts, fees 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 to pursuant to upon by the Fee Letters Borrower Representative and (ii) on or prior to the Effective Date, to the Administrative Agent for the account of each Lender an upfront fee in an amount separately agreed with the Lenderswriting. (fd) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to each the applicable Issuing Bank, in the case of fees payable to it) for distribution distribution, in the case of commitment fees and participation fees, to the Revolving Lenders. (e) In the event that, on or prior to the date that is six months after the ClosingThird Amendment Effective Date, the Borrowers (x) prepay, repay, refinance, substitute or replace any Term B 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) effect any amendment, waiver or other modification of, or consent under, this Agreement resulting in a Repricing Transaction, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders (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 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 applicable Term B Loans so amended, modified or waived. If, on or prior to the Lenders date that is six months after the ClosingThird Amendment Effective Date (and without duplication of the preceding sentence), all or any portion of the Term B Loans held by any Lender are prepaid, repaid, refinanced, substituted or replaced pursuant to Section 2.18 as specified abovea result of, or in connection with, such Lender not agreeing or otherwise consenting to any waiver, 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 101.0% of the principal amount so prepaid, repaid, refinanced, substituted or replaced. Fees paid All such amounts shall not be refundable under any circumstancesdue and payable on the date of effectiveness of such Repricing Transaction. (f) 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 a fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Fees. (a) The Company Subject to Section 2.24(a)(iii)(A), the Borrower agrees to pay to the Administrative Agent in dollars for the account of each Revolving Lender a commitment fee, which shall accrue at fee equal to the Applicable Fee Rate on times the average daily unused amount of the excess of the aggregate Revolving Commitment of such 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 Lender during the period from and including the date hereof Closing Date to but excluding the date on which the Revolving Commitments terminate. Accrued commitment fees shall be payable in arrears on the last Business Day of March, June, September and December of each year and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the Closing Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the Deposit Commitments outstanding Revolving Loans and the Deposit LC Exposure have been reduced to zeroof such Lender. (cb) The Company Subject to Sections 2.24(a)(iii)(B) and (C), the Borrower agrees to pay (i) to the Administrative Agent in dollars for the account of each Revolving Lender a participation fee with respect to its participations in Revolving Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Eurocurrency Revolving Loans on the average daily maximum amount of such Lender’s Revolving LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Closing Date to but excluding and including the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any Revolving LC Exposure, and (ii) to each Revolving Issuing Bank in dollars a fronting fee, which shall accrue at the rate of 0.15equal to 0.25% per annum (or such lower rate as agreed between the Borrower and the relevant Issuing Bank) on the average daily maximum amount of the Revolving LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) with respect to each Revolving Letter of Credit issued by such Issuing Bank during the period from and including the Effective Closing Date to but excluding and including the later of the date of 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 BankExposure, (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 later of the date of 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 issued by such Issuing Bank and (iv) to each Issuing Bank, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by it or processing of drawings thereunder. (d) Fees accrued pursuant to paragraphs (a), (b), (c)(i), (c)(ii) . Participation fees and (c)(iii) above, through and including fronting fees shall be payable in arrears on the last day Business Day of March, June, September and December of each year shall be payable on the third Business Day following each such last dayyear, commencing on the first such date to occur after the Effective Closing Date; provided that all such fees for the account of Lenders of either Class shall be payable on the date on which the Revolving Commitments of such Class terminate and any such fees accruing after the date on which such the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 15 days after demand (or such later date as such Issuing Bank may agree). All such participation fees and fronting fees shall be computed on the basis of a year of 365 360 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 Section shall be payable within 10 days after demand. (ec) The Company Borrower agrees to pay (i) to the Administrative Agent, the Collateral Agent and the Lead Arrangers, for their its own accountsaccount, fees payable in the amounts and at the times separately agreed to pursuant to upon between the Fee Letters Borrower and (ii) on or prior to the Effective Date, to the Administrative Agent for the account of each Lender an upfront fee in an amount separately agreed with the Lenders. (f) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to each Issuing Bank, including those set forth in the case of fees payable to it) for distribution (if applicable) to the Lenders as specified above. Fees paid shall not be refundable under any circumstancesFee Letter).

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent in dollars for the account of each Revolving Lender a commitment fee, which shall accrue at the Applicable Rate rate of 1.00% per annum on the average daily unused amount of the excess of the aggregate Revolving Commitment of such 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 Lender during the period from and including the date hereof Effective Date to but excluding the date on which the Revolving Commitments terminate. Accrued commitment fees shall be payable in arrears on the third Business Day following the last day of March, June, September and December of each year and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the Deposit Commitments outstanding Revolving Loans and LC Exposure of such Lender (and the Deposit LC Swingline Exposure have been reduced to zeroof such Lender shall be disregarded for such purpose). (cb) The Company Borrower agrees to pay (i) to the Administrative Agent in dollars for the account of each Revolving Lender a participation fee with respect to its participations in Revolving Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Eurocurrency Revolving Loans on the average daily amount of such Lender’s Revolving LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any Revolving LC Exposure, and (ii) to each Revolving Issuing Bank in dollars a fronting fee, which shall accrue at the rate of 0.150.125% per annum on the average daily amount of the Revolving LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) with respect to each Revolving Letter of Credit issued by such Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any Revolving LC Exposure with respect to Revolving Letters of Credit issued by such Issuing BankExposure, (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 later of the date of 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 issued by such Issuing Bank and (iv) to each Issuing Bank, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by it or processing of drawings thereunder. (d) Fees . Participation fees and fronting fees accrued pursuant to paragraphs (a), (b), (c)(i), (c)(ii) and (c)(iii) above, through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following each such last day, commencing on the first such date to occur after the Effective Date; , provided that all such fees for the account of Lenders of either Class shall be payable on the date on which the Revolving Commitments of such Class terminate and any such fees accruing after the date on which such the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All such participation fees and fronting fees shall be computed on the basis of a year of 365 360 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 Section shall be payable within 10 days after demand. (ec) The Company Borrower agrees to pay (i) to the Administrative Agent, the Collateral Agent and the Lead Arrangers, for their its own accountsaccount, fees payable in the amounts and at the times separately agreed to pursuant to upon between the Fee Letters Borrower and (ii) on or prior to the Effective Date, to the Administrative Agent for the account of each Lender an upfront fee in an amount separately agreed with the LendersAgent. (fd) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to each an Issuing Bank, in the case of fees payable to it) for distribution (if applicable) distribution, in the case of commitment fees and participation fees, to the Revolving Lenders as specified aboveentitled thereto. Fees paid hereunder shall not be refundable under any circumstances. (e) Notwithstanding the foregoing, the Borrower shall not be obligated to pay any amounts to any Defaulting Lender pursuant to this Section 2.12.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent in dollars for the account of each Revolving Lender a commitment fee, which shall accrue at the Applicable Rate rate of 0.50% per annum on the average daily unused amount of the excess of the aggregate Revolving Commitment of such 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 Lender during the period from and including the date hereof Effective Date to but excluding the date on which the Revolving Commitments terminate. Accrued commitment fees shall be payable in arrears on the first Business Day following the last day of March, June, September and December of each year and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any such fees accrued from the Effective Date through the end of the Deposit Commitments first 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 computing commitment fees, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Deposit LC Swingline Exposure have been reduced to zeroof such Lender shall be disregarded for such purpose). (cb) The Company Borrower agrees to pay (i) to the Administrative Agent in dollars for the account of each Revolving Lender (other than any Defaulting Lender) a participation fee with respect to its participations in Revolving Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans on the average daily amount of such Lender’s Revolving LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding and including the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any Revolving LC Exposure, Exposure and (ii) to each Revolving Issuing Bank in dollars a fronting fee, which shall accrue at the rate fee for each Letter of 0.15Credit equal to 0.125% per annum on the average daily amount of the Revolving LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) with respect to each Revolving Letter of Credit issued by such Issuing Bank during the period from and including the Effective Date to but excluding and including the later of the date of 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 BankExposure, (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 later of the date of 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 issued by such Issuing Bank and (iv) to each Issuing Bank, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal amendment or extension of any Letter of Credit issued by it or processing of drawings thereunder. (d) Fees . Participation fees and fronting fees for standby Letters of Credit accrued pursuant to paragraphs (a), (b), (c)(i), (c)(ii) and (c)(iii) above, through and including the last day of March, June, September and December of each year shall be payable on the third first Business Day following each such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees for the account of Lenders of either Class shall be payable on the date on which the Revolving Commitments of such Class terminate and any such fees accruing after the date on which such the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All such participation fees and fronting fees shall be computed on the basis of a year of 365 360 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 Section shall be payable within 10 days after demand. (ec) The Company Borrower agrees to pay (i) to the Administrative Agent, the Collateral Agent and the Lead Arrangers, for their its own accountsaccount, fees payable in the amounts and at the times separately agreed to pursuant to upon between the Fee Letters Borrower and (ii) on or prior to the Effective Date, to the Administrative Agent for the account of each Lender an upfront fee in an amount separately agreed with the LendersAgent. (fd) All fees payable hereunder shall be paid on Notwithstanding the dates dueforegoing, in immediately available fundsand subject to Section 2.22, to the Administrative Agent (or to each Issuing Bank, in the case of fees payable to it) for distribution (if applicable) to the Lenders as specified above. Fees paid Borrower shall not be refundable under obligated to pay any circumstancesamounts to any Defaulting Lender pursuant to this Section 2.12.

Fees. (a) The Company agrees Borrowers agree to pay to the Administrative Agent in dollars for the account of each Revolving Lender a commitment fee, which shall accrue at the Applicable Rate rate of the Commitment Fee Percentage per annum on the average daily unused amount of the excess of the aggregate Revolving Commitment of such 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 Lender during the period from and including the date hereof to but excluding the date on which each of the Deposit Commitments and the Deposit LC Exposure have been reduced to zero. (c) The Company agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Revolving Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans on the average daily amount of such Lender’s Revolving LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the date on which the Revolving Commitments terminate. Accrued commitment fees shall be payable in arrears on the third Business Day following the last day of March, June, September and December of each year and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the Effective Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The Borrowers agree to pay (i) to the Administrative Agent in dollars for the account of each Revolving Lender (other than any Defaulting Lender) a participation fee with respect to its participations in Letters of Credit, which shall accrue at the Applicable Rate used to determine the interest rate applicable to Eurodollar Loans, Term Benchmark Revolving Loans or RFR Loans (as applicable) on the daily amount of such Lender’s LC Exposure (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 on which such Lender▇▇▇▇▇▇’s Revolving Commitment terminates and the date on which such Lender ceases to have any Revolving LC Exposure, and (ii) to each Revolving Issuing Bank in dollars a fronting fee, which shall accrue at the (x) a rate of 0.15equal to 0.125% per annum or (y) a lesser rate per annum agreed to by any Issuing Bank (with respect to any Letter of Credit issued by such Issuing Bank), in each case on the average daily amount of the Revolving LC Exposure Exposure, attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC DisbursementsDisbursements but taking into account the maximum amount available to be drawn under all outstanding Letters of Credit, whether or not such maximum amount is then in effect) with respect to each Revolving Letter of Credit issued by such Issuing Bank during the period from and including the Effective Date to but excluding and including the later of the date of 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 BankExposure, (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 later of the date of 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 issued by such Issuing Bank and (iv) to each Issuing Bank, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by it or processing of drawings thereunder. (d) Fees . Participation fees and fronting fees accrued pursuant to paragraphs (a), (b), (c)(i), (c)(ii) and (c)(iii) above, through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following each such the last dayday of March, June, September and December, respectively, commencing on the first such date to occur after the Effective Date; provided that all such fees for the account of Lenders of either Class shall be payable on the date on which the Revolving Commitments of such Class terminate and any such fees accruing after the date on which such the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All such participation fees and fronting fees shall be computed on the basis of a year of 365 360 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 Section shall be payable within 10 days after demand. (ec) The Company agrees Borrowers agree to pay (i) to the Administrative Agent, the Collateral Agent and the Lead Arrangers, for their its own accountsaccount, fees payable in the amounts and at the times separately agreed to pursuant to upon between the Borrowers and the Administrative Agent in the Fee Letters and Letter. (iid) on or prior The Borrowers agree to the Effective Date, pay to the Administrative Agent in dollars for the account of each Term Lender an upfront fee in a ticking fee, which shall accrue at the rate of the Ticking Fee Percentage per annum, on an amount separately agreed with equal to the Lendersamount of 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 payable on the Effective Date. All ticking fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (fe) All fees payable hereunder shall be paid on Notwithstanding the dates dueforegoing, in immediately available fundsand subject to Section 2.21, to the Administrative Agent (or to each Issuing Bank, in the case of fees payable to it) for distribution (if applicable) to the Lenders as specified above. Fees paid Borrowers shall not be refundable under obligated to pay any circumstancesamounts to any Defaulting Lender pursuant to this Section 2.11.

Fees. (a) The Company 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 Commitment Fee Rate per annum applicable to the Revolving Credit Commitment of such Class on the average daily amount of the excess of the aggregate Unused Revolving Credit Commitment of such Lender over such Lender’s Revolving Outstandings during the period from and including the date hereof to but excluding the date on which Class of 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 Lender during the period from and including the date hereof Closing Date to but excluding the date on which such Lender’s Revolving Credit Commitments of such Class terminate. Accrued commitment fees shall be payable in arrears 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 Deposit 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 and of the Deposit LC Exposure have been reduced to zeroapplicable 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. (cb) The Company 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 participations participation in Revolving Letters each Letter of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar LIBO Rate 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 Effective Closing 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 LC Exposure, 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 Revolving Issuing Bank Bank, for its own account, a fronting fee, which shall accrue at the rate in respect 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 to each Revolving Letter of Credit issued by such Issuing Bank during for the period from and including the Effective Date to but excluding the later of the date of termination issuance 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 to the period from and including the Effective Date to but excluding the later of the expiration date of termination of the Deposit Commitments and the date on which there ceases to be any Deposit LC Exposure with respect to Deposit Letters such Letter of Credit issued (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 Borrower (ivbut in any event not to exceed 0.125% per annum) to each Issuing Bankof the daily face amount of such Letter of Credit, as well as such Issuing Bank’s standard reasonable and customary fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by it or processing of drawings thereunder. (d) Fees . Participation fees and fronting fees accrued pursuant to paragraphs (a), (b), (c)(i), (c)(ii) and (c)(iii) above, through and including but excluding the last day Business Day of each March, June, September and December of each year 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) on the third last Business Day following each of such last day, commencing on the first such date to occur after the Effective Datecalendar quarter; 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 such the applicable Class terminate terminate, and any such fees accruing after the date on which such 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) 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 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 twelve months after the Closing Date, the Borrower (x) prepays, repays, refinances, substitutes or replaces any Initial 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 pay to the Administrative Agent, for the ratable account of each of the applicable Initial Term Lenders, (I) in the case of clause (x), a premium of 1.00% of the aggregate principal amount of the Initial 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 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 twelve months after the Closing Date, all or any portion of the Initial 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 computed made on the basis of a 360-day 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 Section shall be payable within 10 days after demand. (e) The Company agrees to pay (i) to the Administrative Agent, the Collateral Agent and the Lead Arrangers, for their own accounts, fees payable in the amounts and at the times separately agreed to pursuant to the Fee Letters and (ii) on or prior to the Effective Date, to Each determination by the Administrative Agent for of the account amount of each Lender an upfront any fee in an amount separately agreed with the Lenders. (f) All fees payable hereunder shall be paid on the dates dueconclusive and binding for all purposes, in immediately available funds, to the Administrative Agent (or to each Issuing Bank, in the case of fees payable to it) for distribution (if applicable) to the Lenders as specified above. Fees paid shall not be refundable under any circumstancesabsent manifest error.

Fees. (a) The Company agrees Borrowers jointly and severally agree to pay to the Administrative Agent for the account of each the Revolving Lender Banks a commitment fee, which shall accrue at the Applicable Rate Margin on the daily unused amount of the excess Revolving Commitments of the aggregate each Revolving Commitment of such Lender over such Lender’s Revolving Outstandings Bank during the period from and including the date hereof to but excluding the date on which such Revolving Commitment terminates. Accrued commitment fees shall be payable quarterly in arrears on each March 31, June 30, September 30 and December 31 of each year, commencing on the first such date to occur after the date of this Agreement, and upon the date of termination of the Revolving Commitments in their entirety. All commitment fees shall be computed on the basis of a year of 360 days, and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a Revolving Commitment of a Bank shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Bank (and any Swingline Exposure of such Bank shall be disregarded for such purpose and no portion of the Revolving Commitments shall be deemed utilized as a result of outstanding Swingline Loans). (b) The Company agrees Borrowers jointly and severally agree to pay to the Administrative Agent for the account of each Deposit Lender Revolving Bank a participation fee, accruing at the rate of 2.10% per annumpayable in Dollars, on the daily amount of the Deposit of such Lender during the period from and including the date hereof to but excluding the date on which each of the Deposit Commitments and the Deposit LC Exposure have been reduced to zero. (c) The Company agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Revolving Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Margin for Term SOFR and Euro-Currency Loans on the average daily amount of the Dollar Equivalent of such LenderBank’s Revolving total LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such LenderBank’s Revolving Commitment terminates and the date on which such Lender Revolving Bank ceases to have any Revolving LC Exposure, (ii) . The Borrowers also jointly and severally agree to pay to each Revolving Issuing Bank a fronting fee, which shall accrue at the a rate of 0.150.125% per annum or at such rate as shall be mutually agreed upon by the Borrowers and such Issuing Bank on the average daily aggregate face amount of the Revolving LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) with respect to each Revolving Letter outstanding Letters of Credit issued by such Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any Revolving LC Exposure with respect to Revolving Letters of Credit issued by such Issuing BankExposure, (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 later of the date of 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 issued by such Issuing Bank and (iv) to each Issuing Bank, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by it or processing of drawings thereunder. (d) Fees . Participation fees and fronting fees accrued pursuant to paragraphs (a), (b), (c)(i), (c)(ii) and (c)(iii) above, through and including the last day of March, June, September and December of each year shall be payable on the third Domestic Business Day following each such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees for the account of Lenders of either Class shall be payable on the date on which the Revolving Commitments of such Class terminate and any such fees accruing after the date on which such the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All such participation fees and fronting fees shall be computed on the basis of a year of 365 360 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 Section shall be payable within 10 days after demand. (e) The Company agrees to pay (i) to the Administrative Agent, the Collateral Agent and the Lead Arrangers, for their own accounts, fees payable in the amounts and at the times separately agreed to pursuant to the 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 an amount separately agreed with the Lenders. (f) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to each Issuing Bank, in the case of fees payable to it) for distribution (if applicable) to the Lenders as specified above. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Each Borrower agrees to pay to the Administrative Agent in dollars for the account of each Revolving Lender a commitment fee, which shall accrue at the Applicable Rate rate of 0.50% per annum on the actual daily unused amount of the excess of the aggregate Revolving Commitment of such 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 Lender during the period from and including the date hereof Effective Date to but excluding the date on which the Revolving Commitments terminate. Beginning with March 31, 2020, accrued commitment fees shall be payable in arrears on the third Business Day following the last day of March, June, September and December of each year and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the Deposit Commitments outstanding Revolving Loans and LC Exposure of such Lender (and the Deposit LC Swingline Exposure have been reduced to zeroof such Lender shall be disregarded for such purpose). (cb) The Company Each Borrower agrees to pay (i) to the Administrative Agent in dollars for the account of each Revolving Lender (other than any Defaulting Lender) a participation fee with respect to its participations in Revolving Letters of Credit, which shall accrue at the same Applicable Rate Rate, in each case, used to determine the interest rate applicable to Eurodollar Eurocurrency Revolving Loans on the average daily amount of such Revolving Lender’s Revolving LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) ), during the period from and including the Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Commitment terminates and the date on which such Revolving Lender ceases to have any Revolving LC Exposure. In addition, (ii) each Borrower agrees to pay to each Revolving Issuing Bank Bank, for its own account, a fronting fee, which shall accrue at the rate in respect 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 to each Revolving Letter of Credit issued by such Issuing Bank during for the Borrowers for the period from and including the Effective Date to but excluding the later of the date of termination issuance of the Revolving Commitments and the date on which there ceases to be any Revolving LC Exposure with respect to Revolving Letters such Letter of Credit issued by through the expiration date of such Issuing BankLetter of Credit (or if terminated on an earlier date to the termination date of such Letter of Credit), (iii) computed at a rate equal to each Deposit Issuing Bank a fronting fee, which shall accrue at the rate of 0.050.125% per annum on or such other percentage per annum to be agreed upon between 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 Borrowers and such Issuing Bank during the period from and including the Effective Date to but excluding the later of the date daily outstanding amount of termination such Letter of the Deposit Commitments and the date on which there ceases to be any Deposit LC Exposure with respect to Deposit Letters of Credit issued by such Issuing Bank and (iv) to each Issuing BankCredit, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by it or processing of drawings thereunder. (d) Fees . Participation fees and fronting fees accrued pursuant to paragraphs (a), (b), (c)(i), (c)(ii) and (c)(iii) above, through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following each such last day, commencing on the first such date to occur after the Effective DateMarch 31, 2020; provided that all such fees for the account of Lenders of either Class shall be payable on the date on which the Revolving Commitments of such Class terminate and any such fees accruing after the date on which such the Revolving Commitments terminate shall be payable on demanddemand until the expiration or cancellation of all outstanding Letters of Credit. All such participation fees and fronting fees shall be computed on the basis of a year of 365 360 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 Section shall be payable within 10 days after demandelapsed. (e) The Company agrees to pay (i) to the Administrative Agent, the Collateral Agent and the Lead Arrangers, for their own accounts, fees payable in the amounts and at the times separately agreed to pursuant to the 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 an amount separately agreed with the Lenders. (fc) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to each an Issuing Bank, in the case of fees payable to it) for distribution (if applicable) distribution, in the case of commitment fees and participation fees, to the Revolving Lenders as specified aboveentitled thereto. Fees paid hereunder shall not be refundable under any circumstances. (d) Each Borrower agrees to pay to the Administrative Agent, for its own account, an agency fee payable in the amount and at the times separately agreed upon between the Borrowers and the Administrative Agent. (e) Notwithstanding the foregoing, and subject to Section 2.22, no Borrower shall be obligated to pay any amounts to any Defaulting Lender pursuant to this Section 2.12; provided that such amounts shall be payable to any non-Defaulting Lender which assumes the obligations of a Defaulting Lender pursuant to Section 2.22(a)(iv).

Fees. (a) The Company agrees Borrowers agree to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee, which shall accrue at the Applicable Rate set forth in the definition thereof under the column entitled “Commitment Fee Rate” on the average daily unused amount of the excess of the aggregate Revolving Commitment of such Lender over such Lender’s Revolving Outstandings during the period from Revolving Availability Period. Accrued commitment fees shall be payable in arrears on the last Business Day of March, June, September and including December of each year, commencing on the second such date hereof to but excluding occur after the Effective Date and on the date on which such Revolving 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 computing commitment fees with respect to Revolving Commitments, a Revolving Commitment terminatesof a Revolving Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Revolving Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (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 Lender during the period from and including the date hereof to but excluding the date on which each of the Deposit Commitments and the Deposit LC Exposure have been reduced to zero. (c) The Company agrees Borrowers agree to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee (a “LC Participation Fee”) with respect to its participations in Revolving 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 Eurodollar Eurocurrency Revolving Loans on the average daily amount of such Revolving Lender’s Revolving LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Commitment terminates and the date on which such Revolving Lender ceases to have any Revolving LC Exposure, and (ii) to each Revolving Issuing Bank a fronting fee, which shall accrue at the rate of 0.15% per annum on the average daily amount of the Revolving its LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) with respect to each Revolving Letter of Credit issued by such Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any Revolving LC Exposure with respect to Revolving Letters of Credit issued by such Issuing BankExposure, (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 later of the date of 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 issued by such Issuing Bank and (iv) to each Issuing Bank, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by it or processing of drawings thereunder. (d) . LC Participation Fees and fronting fees accrued pursuant to paragraphs (a), (b), (c)(i), (c)(ii) and (c)(iii) above, through and including the last day of March, June, September and December of each year shall be payable in arrears on the third Business Day following each such last day, commencing on the first second such date to occur after the Effective Date; provided that all such fees for the account of Lenders of either Class shall be payable on the date on which the Revolving Commitments of such Class terminate and any such fees accruing after the date on which such the Revolving Commitments terminate shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this paragraph shall be payable within 30 days after the Borrower’s receipt of a reasonably detailed written statement therefor. All such LC Participation Fees and fronting fees shall be computed on the basis of a year of 365 360 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 Section shall be payable within 10 days after demand. (ec) The Company agrees Borrowers agree to pay (i) to the Administrative Agent, for its own account, the Collateral Agent and the Lead Arrangers, for their own accounts, agency fees payable in the amounts and at the times separately agreed to pursuant to set forth in the 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 an amount separately agreed with the LendersLetter. (fd) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to each the applicable Issuing Bank, in the case of fees payable to it) for distribution (if applicable) distribution, in the case of commitment fees and LC Participation Fees, to the Lenders as specified aboveentitled thereto. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee, which shall accrue at the Applicable Rate on the average daily unused amount of the excess of the aggregate Revolving Commitment of such Lender over such Lender’s Revolving Outstandings during the period from and including the date hereof Effective Date to but excluding the date on which such Revolving Commitment terminates. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the Effective Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees with respect to Revolving Commitments, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The 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 Lender during the period from and including the date hereof to but excluding the date on which each of the Deposit Commitments and the Deposit LC Exposure have been reduced to zero. (c) The Company Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Revolving Letters of Credit, which shall accrue at the same Applicable Rate used to determine the as interest rate applicable to on Eurodollar Revolving Loans on the average daily amount of such Lender’s Revolving 's LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s 's Revolving Commitment terminates and the date on which such Lender ceases to have any Revolving LC Exposure, and (ii) to each Revolving the Issuing Bank a fronting fee, which shall accrue at the rate of 0.150.25% per annum on the average daily amount of the Revolving LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) with respect to each Revolving Letter of Credit issued by such Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any Revolving LC Exposure with respect to Revolving Letters of Credit issued by such Exposure, as well as the 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 later of the date of 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 issued by such Issuing Bank and (iv) to each Issuing Bank, such Issuing Bank’s 's standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by it or processing of drawings thereunder. (d) Fees . Participation fees and fronting fees accrued pursuant to paragraphs (a), (b), (c)(i), (c)(ii) and (c)(iii) above, through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following each such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees for the account of Lenders of either Class shall be payable on the date on which the Revolving Commitments of such Class terminate and any such fees accruing after the date on which such the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All such participation fees and fronting fees shall be computed on the basis of a year of 365 360 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 Section shall be payable within 10 days after demand. (ec) The Company Borrower agrees to pay (i) to the Administrative Agent, the Collateral Agent and the Lead Arrangers, for their its own accountsaccount, fees payable in the amounts and at the times separately agreed to pursuant to upon between the Fee Letters Borrower and (ii) on or prior to the Effective Date, to the Administrative Agent for the account of each Lender an upfront fee in an amount separately agreed with the LendersAgent. (fd) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to each the Issuing Bank, in the case of fees payable to it) for distribution (if applicable) distribution, in the case of commitment fees and participation fees, to the Lenders as specified aboveentitled thereto. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee, which shall accrue at the Applicable Rate rate of 0.25% per annum on the daily unused amount of the excess of the aggregate Revolving Commitment of such 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 Lender during the period from and including the date hereof Original Restatement Effective Date to but excluding the date on which such Commitment terminates. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Revolving 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 actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees pursuant to this Section 2.12(a), a Revolving Commitment of a Lender shall be deemed to be used to the extent of the Deposit Commitments outstanding Revolving Loans and LC Exposure of such Lender (and the Deposit LC Swingline Exposure have been reduced to zeroof such Lender shall be disregarded for such purpose). (cb) The Company Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Revolving 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 on Eurodollar Revolving Loans on the average daily amount of such Lender’s Revolving LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Original Restatement Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any Revolving LC Exposure, and (ii) to each Revolving Issuing Bank a fronting fee, which shall accrue at the rate of 0.150.25% per annum on the average daily outstanding amount of the Revolving LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) with respect to each Revolving Letter such Issuing Bank’s Letters of Credit issued by such Issuing Bank during the period from and including the Original Restatement Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any Revolving LC Exposure with respect to Revolving Letters of Credit issued by such Issuing BankExposure, (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 later of the date of 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 issued by such Issuing Bank and (iv) to each Issuing Bank, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by it or processing of drawings thereunder. (d) Fees . Participation fees and fronting fees accrued pursuant to paragraphs (a), (b), (c)(i), (c)(ii) and (c)(iii) above, through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following each such last day, commencing on the first such date to occur after the Original Restatement Effective Date; provided that all such fees for the account of Lenders of either Class shall be payable on the date on which the Revolving Commitments of such Class terminate and any such fees accruing after the date on which such the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All such participation fees and fronting fees shall be computed on the basis of a year of 365 360 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 Section shall be payable within 10 days after demand. (ec) The Company Borrower agrees to pay (i) to the Administrative Agent, the Collateral Agent and the Lead ArrangersCollateral Agent, for their own accounts, fees payable in the amounts and at the times separately agreed to pursuant to upon between the Fee Letters Borrower and (ii) on or prior to the Effective Date, to the Administrative Agent for or the account of each Lender an upfront fee in an amount separately agreed with Collateral Agent, as the Lenderscase may be. (fd) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to each the relevant Issuing Bank, in the case of fees payable to it) for distribution (if applicable) distribution, in the case of commitment fees and participation fees, to the Lenders as specified aboveentitled thereto. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender (other than, subject to Section 2.18, a Defaulting Lender) a commitment fee, which shall accrue at the Applicable Rate on the daily amount of by which the excess of the aggregate Revolving Commitment of such Lender over exceeds such Lender’s Revolving Outstandings Credit Exposure during the period from and including the date hereof Effective Date to but excluding the Termination Date. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such Revolving Commitment terminatesdate to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The 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 Lender during the period from and including the date hereof to but excluding the date on which each of the Deposit Commitments and the Deposit LC Exposure have been reduced to zero. (c) The Company Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Revolving Letters of Credit, which shall accrue at a per annum rate equal to the same Applicable Rate Margin used to determine the interest rate applicable to Eurodollar Revolving Loans on the average daily amount of such Lender’s Revolving LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any Revolving LC Exposure, and (ii) to each Revolving Issuing Bank a fronting fee, which shall accrue at the rate of 0.150.125% per annum on the average daily amount of the Revolving LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) with respect to each Revolving Letter Letters of Credit issued by such Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any Revolving LC Exposure with respect to Revolving Letters of Credit issued by such Issuing BankExposure, (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 later of the date of 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 issued by such Issuing Bank and (iv) to each Issuing Bank, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by it or processing of drawings thereunder. (d) Fees . Participation fees and fronting fees accrued pursuant to paragraphs (a), (b), (c)(i), (c)(ii) and (c)(iii) above, through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following each such last day, commencing on the first such date to occur after the Effective Datedate hereof; provided that all such fees for the account of Lenders of either Class shall be payable on the date on which the Commitments of such Class terminate and any such fees accruing after the date on which such the Commitments terminate shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All such participation fees and fronting fees shall be computed on the basis of a year of 365 360 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 Section shall be payable within 10 days after demand. (ec) The Company Borrower agrees to pay (i) to the Administrative Agent, the Collateral Agent and the Lead Arrangers, for their own accountsPersons entitled thereto, fees payable in the amounts and at the times separately agreed to pursuant to set forth in the 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 an amount separately agreed with the LendersLetter. (fd) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to each an Issuing Bank, in the case of fees payable to it) for distribution (if applicable) distribution, in the case of commitment fees, to the Lenders as specified aboveLenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company agrees to pay to the Administrative Agent for the account of each Revolving Lender Lender, in accordance with its Applicable Percentage, a commitment fee, which shall accrue at 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 terminates, then such commitment fee shall continue to accrue on the daily amount of the excess of the aggregate Revolving Commitment of such Lender over such Lender’s Revolving Outstandings during the period Credit Exposure from and including the date hereof on which its Commitment terminates to but excluding the date on which such Revolving Commitment terminatesLender 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 determining the commitment fee. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date to occur after the Effective Date; provided that any commitment fees accruing after the date on which the Commitments terminate shall be payable on demand. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The 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 Lender during the period from and including the date hereof to but excluding the date on which each of the Deposit Commitments and the Deposit LC Exposure have been reduced to zero. (c) The Company agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Revolving Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Eurocurrency Loans on the average daily amount Dollar Amount of such Lender’s Revolving LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any Revolving LC Exposure, Exposure and (ii) to each Revolving the relevant Issuing Bank for its own account a fronting fee, which shall accrue at the rate of 0.150.125% per annum on the average daily amount Dollar Amount of the Revolving LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) with respect attributable to each Revolving Letter Letters of Credit issued by such Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any Revolving LC Exposure with respect to Revolving Letters of Credit issued by such Issuing BankExposure, (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 later of the date of 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 issued by such Issuing Bank and (iv) to each Issuing Bank, as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit issued by it or processing of drawings thereunder. (d) Fees accrued pursuant to paragraphs (a), (b), (c)(i), (c)(ii) and (c)(iii) . Unless otherwise specified above, participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third (3rd) Business Day following each such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees for the account of Lenders of either Class shall be payable on the date on which the Commitments of such Class terminate and any such fees accruing after the date on which such the Commitments terminate shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand. All such participation fees and fronting fees shall be computed on the basis of a year of 365 360 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 Participation fees payable to any Issuing Bank pursuant to this Section and fronting fees in respect of Letters of Credit denominated in Dollars shall be payable within 10 days after demandpaid 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. (ec) The Company agrees to pay (i) to the Administrative Agent, the Collateral Agent and the Lead Arrangers, for their its own accountsaccount, fees payable in the amounts and at the times separately agreed to pursuant to upon between the Fee Letters Company and (ii) on or prior to the Effective Date, to the Administrative Agent for the account of each Lender an upfront fee in an amount separately agreed with the LendersAgent. (fd) All fees payable hereunder shall be paid on the dates due, in Dollars (except as otherwise expressly provided in this Section 2.12) and immediately available funds, to the Administrative Agent (or to each Issuing Bank, in the case of fees payable to it) for distribution (if applicable) distribution, in the case of commitment fees and participation fees, to the Lenders as specified aboveapplicable Lenders. Fees (other than fees calculated in error) paid shall not be refundable under any circumstances.

Fees. (a) The Company 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 Applicable Commitment Fee Rate per annum applicable to the Revolving Credit Commitment of such Class on the average daily amount of the excess of the aggregate Unused Revolving Credit Commitment of such Lender over such Lender’s Revolving Outstandings during the period from and including the date hereof to but excluding the date on which Class of 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 Lender during the period from and including the date hereof Closing Date 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 Deposit 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 and of the Deposit LC Exposure have been reduced to zeroapplicable 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. (cb) The Company 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 participations participation in Revolving Letters each Letter of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Adjusted Term SOFR Rate 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 Effective Closing 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 LC Exposure, 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 Revolving Issuing Bank Bank, for its own account, a fronting fee, which shall accrue at the rate in respect 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 to each Revolving Letter of Credit issued by such Issuing Bank during for the period from and including the Effective Date to but excluding the later of the date of termination issuance 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 to the period from and including the Effective Date to but excluding the later of the expiration date of termination of the Deposit Commitments and the date on which there ceases to be any Deposit LC Exposure with respect to Deposit Letters such Letter of Credit issued (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 (ivbut in any event not to exceed 0.125% per annum) to each Issuing Bankof the daily face amount of such Letter of Credit, as well as such Issuing Bank’s standard reasonable and customary fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by it or processing of drawings thereunder. (d) Fees . Participation fees and fronting fees accrued pursuant to paragraphs (a), (b), (c)(i), (c)(ii) and (c)(iii) above, through and including but excluding the last day Business Day of each March, June, September and December of each year 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 third Business Day following each period from the Closing Date to such last day, commencing on the first such date to occur date) no later than 15 calendar days after the Effective Datelast day of such calendar quarter; 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 such the applicable Class terminate terminate, and any such fees accruing after the date on which such 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) Parent B▇▇▇▇▇▇▇ agrees to pay to the Amendment No. 13 Lead Arranger, for its own account or the account of the Amendment No. 13 Incremental Bridge Term Loan Lenders, all fees payable pursuant to the Bridge Fee Letter. (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 computed made on the basis of a 360-day 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 Section shall be payable within 10 days after demand. (e) The Company agrees to pay (i) to the Administrative Agent, the Collateral Agent and the Lead Arrangers, for their own accounts, fees payable in the amounts and at the times separately agreed to pursuant to the Fee Letters and (ii) on or prior to the Effective Date, to Each determination by the Administrative Agent for of the account amount of each Lender an upfront any fee in an amount separately agreed with the Lenders. (f) All fees payable hereunder shall be paid on the dates dueconclusive and binding for all purposes, in immediately available funds, to the Administrative Agent (or to each Issuing Bank, in the case of fees payable to it) for distribution (if applicable) to the Lenders as specified above. Fees paid shall not be refundable under any circumstancesabsent manifest error.

Fees. (a) The Company Top 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 Commitment Fee Rate per annum applicable to the Revolving Credit Commitments of such Class on the average daily amount of the excess of the aggregate unused Revolving Credit Commitment of such Lender over such Lender’s Revolving Outstandings during the period from and including the date hereof to but excluding the date on which Class of 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 Lender during the period from and including the date hereof Closing Date to but excluding the date on which such Lender’s Revolving Credit Commitment of such Class terminates. Accrued commitment fees shall be payable in arrears on the last Business Day of each March, June, September and December (commencing September 30, 2014) for the quarterly period then ended, and on the date on which the Revolving Credit Commitments of the Deposit Commitments applicable Class terminate. For purposes of calculating the commitment 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 Deposit LC Exposure have been reduced of such Revolving Lender attributable to zeroits Revolving Credit Commitment of such Class, and no portion of the Revolving Credit Commitment of any Class shall be deemed used as a result of outstanding Swingline Loans. (cb) The Company Top Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender of any Class a participation fee with respect to its participations in Revolving Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans of such Class that are LIBO Rate Loans on the average daily face amount of such Lender’s Revolving LC Exposure attributable to its Revolving Credit Commitment of such Class (excluding any portion thereof that is attributable to unreimbursed LC Disbursements) ), during the period from and including the Effective Closing Date to but excluding 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 attributable to its Revolving LC ExposureCredit Commitment of such Class and (B) the Termination Date, and (ii) to each Revolving Issuing Bank Bank, for its own account, a fronting fee, which shall accrue at the rate in respect 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 to each Revolving Letter of Credit issued by such Issuing Bank during for the period from and including the Effective Date to but excluding the later of the date of termination issuance of such Letter of Credit to the Revolving Commitments and earlier of (A) the expiration date of such Letter of Credit, (B) 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 terminates or (C) the period from and including Termination Date), computed at a rate equal to the Effective Date to but excluding the later of the date of 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 issued rate agreed by such Issuing Bank and the Top Borrower (ivbut in any event not to exceed 0.125% per annum) to each Issuing Bankof the daily face amount of such Letter of Credit, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by it or processing of drawings thereunder. (d) Fees accrued pursuant . Participation fees and fronting fees shall accrue to paragraphs (a), (b), (c)(i), (c)(ii) and (c)(iii) above, through and including but excluding the last day Business Day of each March, June, September and December and be payable in arrears for the quarterly period then ended on the last Business Day of each year shall be payable on the third Business Day following each such last dayMarch, commencing on the first such date to occur after the Effective DateJune, September and December (commencing, if applicable, September 30, 2014); 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 such the applicable Class terminate terminate, and any such fees accruing after the date on which such 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) The Top Borrower agrees to pay to the Administrative Agent, for its own account, the annual administration fee described in the Fee 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 any 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 twelve months after the Closing Date, the Top Borrower (A) prepays, repays, refinances, substitutes or replaces any Initial 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 (B) effects any amendment, modification or waiver of, or consent under, this Agreement resulting in a Repricing Transaction, the Top Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Initial Term Lenders, (I) in the case of clause (A), a premium of 1.00% of the aggregate principal amount of the Initial Term Loans so prepaid, repaid, refinanced, substituted or replaced and (II) in the case of clause (B), a fee equal to 1.00% of the aggregate principal amount of the 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 twelve months after the Closing Date, all or any portion of the Initial 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 (B) 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 computed made on the basis of a 360-day 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 Section shall be payable within 10 days after demand. (e) The Company agrees to pay (i) to the Administrative Agent, the Collateral Agent and the Lead Arrangers, for their own accounts, fees payable in the amounts and at the times separately agreed to pursuant to the Fee Letters and (ii) on or prior to the Effective Date, to Each determination by the Administrative Agent for the account of each Lender an upfront a fee in an amount separately agreed with the Lenders. (f) All fees payable hereunder shall be paid on the dates dueconclusive and binding for all purposes, in immediately available funds, to the Administrative Agent (or to each Issuing Bank, in the case of fees payable to it) for distribution (if applicable) to the Lenders as specified above. Fees paid shall not be refundable under any circumstancesabsent manifest error.

Fees. (a) The Company agrees to pay As consideration for its services under this Agreement, Fidelity shall be entitled to the Administrative Agent for the account fees computed in accordance with Articles I, II, III and IV of each Revolving Lender a commitment fee, which shall accrue at the Applicable Rate on the daily amount this Agreement and any additional fees described in this Section. A reasonable additional fee will be charged if Fidelity has to reprocess any contribution data transmission due to excessive errors of the excess Employer or payroll vendor. Additional services and special reports or statements may be provided if Fidelity and Employer enter into a separate written agreement identifying such services and the associated fees. Fidelity shall be entitled to reasonable compensation for its costs and expenses incurred in the event of termination of this Agreement. Fidelity reserves the right to charge a termination fee equal to a full year of fees identified under Articles I, II, III and IV in the event the Employer terminates its relationship with Fidelity within one year after the Implementation Date. Fidelity will charge an additional Conversion Fee under Article I if either the Employer acquires another Company and merges the acquired Company's plan with its Plan or the Employer receives additional assets to be added to its existing Plan. The Conversion Fee will be determined after the relevant information has been received by Fidelity. This fee will be communicated to the Employer prior to the conversion of additional assets into the Employer's Plan. The implementation service fee in Article I will be billed during the implementation process. The annual base fees in Article II will become effective as of the aggregate Revolving Commitment earlier of such Lender over such Lender’s Revolving Outstandings during the period from and including the date hereof the telephone exchange service becomes available to but excluding Participants and/or the Employer, or the date on which such Revolving Commitment terminates. (b) The Company agrees to pay Fidelity processes withdrawals. These fees will be prorated through the end of the initial quarter. All Fidelity fees in Articles II, III and IV will be billed in arrears to the Administrative Agent Employer on a quarterly basis. An Employee is treated as a Participant for the account of each Deposit Lender a fee, accruing at the rate of 2.10% per annum, on the daily amount purposes of the Deposit of such Lender during the period from and including the date hereof to but excluding the date annual per-participant fee if he/she has an account balance on which each any day of the Deposit Commitments quarter or any previous quarter in the twelve-month annual billing cycle. Therefore a Participant receiving a distribution will be considered a Participant in each quarter in which he/she had an account and each quarter thereafter in the Deposit LC Exposure have been reduced to zero. (c) billing cycle. The Company agrees to pay (i) to the Administrative Agent for the account trustee fees in Article III will become effective as of each Revolving Lender a participation fee with respect to its participations in Revolving Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans on the average daily amount of such Lender’s Revolving LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any Revolving LC Exposure, (iiPlan's Effective Date in Section 1.01(g) to each Revolving Issuing Bank a fronting fee, 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 to each Revolving Letter of Credit issued by such Issuing Bank during Adoption Agreement or the period from and including the Effective Date to but excluding the later Implementation Date. If payment of the date aforementioned fees is not received by Fidelity within sixty days of termination receipt of Fidelity's quarterly invoice, or the Revolving Commitments and the date on which there ceases fees are to be any Revolving LC Exposure with respect to Revolving Letters of Credit issued paid by such Issuing Bankthe Participants, (iii) to each Deposit Issuing Bank a fronting fee, which then the fees shall accrue at be paid from 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 later of the date of 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 issued by such Issuing Bank and (iv) to each Issuing Bank, such Issuing Bank’s standard fees with respect Trust fund. Unless allocable to the issuanceaccounts of particular Participants, amendment, renewal or extension of any Letter of Credit issued by it or processing of drawings thereunder. (d) Fees accrued pursuant to paragraphs (a), (b), (c)(i), (c)(ii) and (c)(iii) above, through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following each such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees for the account of Lenders of either Class shall be payable on the date on which the Commitments of such Class terminate and any such fees accruing after the date on which such Commitments terminate shall be payable on demand. All such fees shall be computed on charged against the basis respective accounts of a year of 365 days (or 366 days all Participants in a leap year) and shall be payable for such reasonable manner as 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 Section shall be payable within 10 days after demandTrustee may determine. (e) The Company agrees to pay (i) to the Administrative Agent, the Collateral Agent and the Lead Arrangers, for their own accounts, fees payable in the amounts and at the times separately agreed to pursuant to the 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 an amount separately agreed with the Lenders. (f) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to each Issuing Bank, in the case of fees payable to it) for distribution (if applicable) to the Lenders as specified above. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company agrees 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 Commitments of such Class on the average daily amount of the excess of the aggregate Unused Revolving Credit Commitment of such Lender over such Lender’s Revolving Outstandings during the period from and including the date hereof to but excluding the date on which Class of 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 Lender during the period from and including the date hereof Closing Date to but excluding the date on which such Lender’s Revolving Credit Commitments terminates. Accrued commitment fees shall be payable in arrears on the last Business Day of each April, July, October and January (commencing with the last Business Day of Fiscal Quarter ended April 30, 2019) for the quarterly period then ended and on the date on which the Revolving Credit Commitments of the Deposit applicable Class terminate. For purposes of calculating the commitment fees only, no portion of the Revolving Credit Commitments and the Deposit LC Exposure have been reduced to zeroshall be deemed utilized as a result of outstanding Swingline Loans. (cb) The Company agrees Subject to Section 2.21, the Borrowers agree to pay (i) to the Administrative Agent for the account of each Revolving Lender of any Class a participation fee with respect to its participations in Revolving Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar LIBO Rate Revolving Loans (with respect to Letters of Credit issued in US Dollars) or BA Rate Revolving Loans (with respect to Letters of Credit issued in Canadian Dollars) of such Class on the average daily face amount of such Lender’s Revolving LC Exposure attributable to its Revolving Credit Commitment of such Class (excluding any portion thereof attributable to unreimbursed LC Disbursements) ), during the period from and including the Effective Closing Date to but excluding 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 attributable to its Revolving LC Exposure, Credit Commitment of such Class and (B) the Termination Date and (ii) to each Revolving Issuing Bank Bank, for its own account, a fronting fee, which shall accrue at the rate in respect 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 to each Revolving Letter of Credit issued by such Issuing Bank during for the period from and including the Effective Date to but excluding the later of the date of termination issuance of such Letter of Credit to the Revolving Commitments and earlier of (A) the expiration date of such Letter of Credit, (B) 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 terminates or (C) the period from and including Termination Date, computed at a rate equal to the Effective Date to but excluding the later of the date of 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 issued rate agreed by such Issuing Bank and the Borrower Representative (ivbut in any event not to exceed 0.125% per annum) to each Issuing Bankof the daily face amount of such Letter of Credit, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by it or processing of drawings thereunder. (d) Fees . Participation fees and fronting fees accrued pursuant to paragraphs (a), (b), (c)(i), (c)(ii) and (c)(iii) above, through and including the last day of March, June, September and December Business Day of each year April, July, October and January shall be payable in arrears for the quarterly period then ended on the third last Business Day following each of such last dayfiscal quarter; provided, commencing on the first such date to occur after the Effective 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 such the applicable Class terminate terminate, and any such fees accruing after the date on which such the Revolving Credit 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 Section paragraph shall be payable within 10 30 days after demandreceipt of a written demand (accompanied by reasonable back-up documentation) therefor. (c) [Reserved] (d) [Reserved] (e) The Company Borrower Representative agrees to pay (i) to the Administrative Agent, for its own account, the Collateral Agent and the Lead Arrangers, for their own accounts, fees payable in the amounts and at the times separately agreed to pursuant to upon by the Fee Letters Initial Borrower and (ii) on or prior to the Effective Date, to the Administrative Agent for in writing (including, without limitation, the account of each Lender an upfront fee First Lien Agency Fee under and as defined in an amount separately agreed with the LendersFee Letter). (f) All fees payable hereunder shall be paid on the dates due, (i) in the case of the fees contemplated in Sections 2.12(a) and (e), in US Dollars and (ii) in the case of the fees contemplated in Section 2.12(b), the currency in which the applicable Letter of Credit is issued in and, in each case, in immediately available funds, to the Administrative Agent (or to each the applicable Issuing Bank, in the case of fees payable to itany Issuing Bank) for distribution (if applicable) distribution, in the case of commitment fees and participation fees, to the Lenders as specified aboveRevolving 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. (g) In the event that, on or prior to the date that is six months after the Amendment No. 4 Closing Date, a Repricing Transaction occurs, the Borrowers shall pay to the Administrative Agent, for the ratable account of each applicable Initial Term Loan Lenders, (I) in the case of clauses (a) and (c) of the definition of “Repricing Transaction”, a premium of 1.00% of the aggregate principal amount of the Initial Term Loans so prepaid, repaid, refinanced, substituted or replaced (including pursuant to Section 2.19(b)(iv)) and (II) in the case of clause (b) of the definition of “Repricing Transaction”, a fee equal to 1.00% of the aggregate principal amount of the Initial Term Loans that are the subject of such Repricing Transaction outstanding immediately prior to such amendment. All such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction. (h) 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) The Company U.S. Borrower agrees to pay to the Administrative Agent for the account of each U.S. Revolving Lender a commitment fee, fee equal to a rate per annum equal to the Commitment Fee Rate multiplied by the amount by which shall accrue at the Applicable Rate on the daily amount of the excess of the aggregate Revolving Commitment of such Lender over such Lender’s U.S. Commitment on each day exceeds the sum of such Lender’s U.S. Revolving Outstandings Loans and U.S. LC Exposure on such day during the period from and including the date hereof Amendment Effective Date to but excluding the date on which such Revolving Commitment terminates. (b) the Lenders’ U.S. Commitments terminate. The Company agrees Borrowers jointly and severally agree to pay to the Multicurrency Administrative Agent for the account of each Deposit Multicurrency Revolving Lender a fee, accruing commitment fee at a rate per annum equal to the rate of 2.10% per annum, Commitment Fee Rate multiplied by the amount by which such Lender’s Multicurrency Commitment on each day exceeds the daily amount of the Deposit sum of such Lender Lender’s Multicurrency Revolving Loans and Multicurrency LC Exposure on such day during the period from and including the date hereof Amendment Effective Date to but excluding the date on which the Lenders’ Multicurrency Commitments terminate. Accrued commitment fees shall be payable in arrears on the first Business Day of each January, April, July and October and on the date on which the Commitments of the Deposit Commitments applicable Class terminate, commencing on April 1, 2014. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the Deposit LC Exposure have been reduced to zeroactual number of days elapsed. (cb) The Company Each Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Revolving Letters of CreditCredit issued for the account of such Borrower, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans in the case of U.S. Letters of Credit and the interest rate applicable to CDOR Rate Loans in the case of Multicurrency Letters of Credit (or, in the case of Cash Collateralized Letters of Credit, at a rate equal to the Applicable Rate used to determine the interest rate for Eurodollar revolving Loans minus 75 basis points) on the average daily maximum amount of such Lender’s Revolving LC Exposure in respect of Letters of Credit issued for such Borrower (excluding any portion thereof attributable to unreimbursed LC DisbursementsDisbursements that are not reimbursed on the date on which such LC Disbursements arise) during the period from and including the Amendment Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any Revolving LC ExposureExposure in respect of Letters of Credit issued for the account of such Borrower, and (ii) to each Revolving applicable Issuing Bank a fronting fee, which shall accrue at a rate separately agreed between the rate of 0.15% per annum applicable Borrower and such Issuing Bank on the average daily amount of the Revolving LC Exposure in respect of Letters of Credit issued by such Issuing Bank for the account of such Borrower (excluding any portion thereof attributable to unreimbursed LC DisbursementsDisbursements that are not reimbursed on the date on which such LC Disbursements arise) with respect to each Revolving Letter of Credit issued by such Issuing Bank during the period from and including the Amendment Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any Revolving LC Exposure with in 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 later of the date of 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 issued by such Issuing Bank and (iv) to each Issuing Bankfor the account of such Borrower, such as well as the applicable Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by it or processing of drawings thereunder. (d) Fees . Participation fees and fronting fees accrued pursuant to paragraphs (a), (b), (c)(i), (c)(ii) and (c)(iii) above, through and including the last day of March, June, September and December of each year calendar month shall be payable on the third first Business Day of each calendar month following each such last day, commencing on the first such date to occur after the Amendment Effective Date; provided that all such fees for the account of Lenders of either Class shall be payable on the date on which the Commitments of such any Class terminate in full (with respect to the LC Exposure under such Commitments) and any such fees accruing after the date on which such the Commitments of any Class terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 10 Business Days after demand. All such participation fees and fronting fees shall be computed on the basis of a year of 365 360 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 Section shall be payable within 10 days after demandelapsed. (ec) The Company Each of the Borrowers agrees to pay (i) to the Administrative each Agent, the Collateral Agent and the Lead Arrangers, for their its own accountsaccount, fees payable in the amounts and at the times separately agreed to pursuant to the Fee Letters upon between such Borrower and (ii) on or prior to the Effective Date, to the Administrative Agent for the account of each Lender an upfront fee in an amount separately agreed with the Lenderssuch Agent. (fd) All Subject to Section 2.17, all fees payable hereunder shall be paid on the dates duedue in Dollars, in immediately available funds, to the each Applicable Administrative Agent (or to each the applicable Issuing Bank, in the case of fees payable to it) for distribution (if applicable) distribution, in the case of commitment fees and participation fees, to the Lenders as specified aboveapplicable Lenders. Fees paid shall not be refundable under any circumstances.