Common use of Fees Clause in Contracts

Fees. (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 the rate of 0.50% per annum on the average daily unused amount of the Revolving Commitment of such Lender 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 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 outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The Borrower 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 Letters of Credit, which shall accrue at the Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans on the daily balance 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, (ii) to each Issuing Bank in Dollars a fronting fee, which shall accrue at 0.125% per annum or such other rate as may be separately agreed to by the relevant Issuing Bank and the Borrower on the average daily balance of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, and (iii) such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. (c) Participation fees and fronting fees accrued through and including the last Business Day of March, June, September and December of each year shall be payable on the last Business Day of each such month, commencing on the first such date to occur after the Effective Date, provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable in accordance with such Issuing Bank’s applicable procedures relating thereto. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (d) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (e) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders entitled thereto. Except as 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 Borrower agrees to pay to the Administrative Agent in Dollars for the account of each Revolving Lender a commitment fee, fee which shall accrue at an annual rate equal to the rate of 0.50% per annum applicable Unused Fee on Committed Amount, on the average daily unused amount of the Revolving Commitment of such Lender Lender’s unused Committed Amount during the period from and including the Effective Date to but excluding the date on which the Revolving Commitments terminateits Committed Amount terminates. Accrued commitment fees Unused Fees on Committed Amounts shall be payable in arrears on the last Business Day day of March, June, September and December of each year and on the date on which the Revolving Commitments aggregate Committed Amounts 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 outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The Borrower agree 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 Letters of Credit, which shall accrue at the same Applicable Rate Margin used to determine the interest rate applicable to Eurocurrency Revolving Eurodollar Loans on the average daily balance 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 Committed Amount terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank in Dollars a fronting fee, which shall accrue at 0.125the rate of 0.25% per annum or such other rate as may be separately agreed to by the relevant Issuing Bank and the Borrower on the average daily balance amount of that portion of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments Committed Amounts and the date on which there ceases to be any LC ExposureExposure attributable to such Issuing Bank, and (iii) as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. (c) . Participation fees and fronting fees accrued through and including shall be payable on the third Business Day following the last Business Day day of March, June, September and December of each year shall be payable on the last Business Day of each such monthyear, 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 Committed Amounts terminate and any such fees accruing after the date on which the Revolving Commitments Committed Amounts 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 theretowithin 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). (dc) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (ed) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders entitled theretoLenders. Except as may otherwise be separately agreed, fees 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 Each Borrower agrees to pay to the Administrative Agent in Dollars dollars for the account of each Revolving Lender a commitment fee, which shall accrue at the rate of 0.50% per annum on the average daily unused amount of the Revolving Commitment of such Lender 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 last 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 outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The Each Borrower agree agrees to pay (i) to the Administrative Agent in Dollars dollars for the account of each Revolving 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 Eurocurrency Revolving Loans on the daily balance amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank in Dollars dollars a fronting fee, which shall accrue at the rate of 0.125% per annum or such other rate as may be separately agreed to by the relevant Issuing Bank and the Borrower on the average daily balance amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, and (iii) as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. (c) . Participation fees and fronting fees accrued through and including the last Business Day day of March, June, September and December of each year shall be payable on the last third Business Day of each following such monthlast day, commencing on the first such date to occur after the Effective Date, provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable in accordance with such Issuing Bank’s applicable procedures relating theretowithin 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 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 to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Parent Borrower and the Administrative Agent. (e) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders entitled thereto. Except as may otherwise be separately agreed, fees Fees paid hereunder shall not be refundable under any circumstances. (f) Notwithstanding the foregoing, and subject to Section 2.22, the no 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 Each Borrower agrees to pay to the Administrative Agent in Dollars dollars for the account of each Revolving Lender a commitment fee, which shall accrue at the rate of 0.50% per annum on the average daily unused amount of the Revolving Commitment of such Lender 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 last 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 hereofEffective 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 Each Borrower agree agrees to pay (i) to the Administrative Agent in Dollars dollars for the account of each Revolving 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 Eurocurrency Revolving Loans on the daily balance amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank in Dollars dollars a fronting fee, which shall accrue at the rate of 0.125% per annum or such other rate as may be separately agreed to by the relevant Issuing Bank and the Borrower on the average daily balance amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, and (iii) as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. (c) . Participation fees and fronting fees accrued through and including the last Business Day day of March, June, September and December of each year shall be payable on the last third Business Day of each following such monthlast day, commencing on the first such date to occur after the Effective Date, provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable in accordance with such Issuing Bank’s applicable procedures relating theretowithin 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 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 to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Parent Borrower and the Administrative Agent. (e) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders entitled thereto. Except as may otherwise be separately agreed, fees Fees paid hereunder shall not be refundable under any circumstances. (f) Notwithstanding the foregoing, and subject to Section 2.22, the no 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 Borrower agrees to pay to the Administrative Agent in Dollars for the account of each Revolving Lender (other than a Defaulting Lender) a commitment fee, which shall accrue at the rate of 0.50% the Commitment Fee Percentage per annum on the average daily unused amount of the Revolving Commitment of such Lender (provided that Swing Line Loans shall be disregarded for purposes of determining such unused amount) 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 last Business Day 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 hereofEffective 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)Lender. (b) The Borrower agree 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 Letters of Credit, which shall accrue at the Applicable Rate used to determine the interest rate applicable to Eurocurrency SOFR Revolving Loans on the daily balance amount of such Lender’s 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 LC Exposure, and (ii) to each Issuing Bank in Dollars 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 to be agreed by each Issuing Bank, not to be greater than 0.125% per annum or such other rate as may be separately agreed to by the relevant Issuing Bank and the Borrower on the average daily balance amount of the 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) 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 LC Exposure, and (iii) as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. (c) . Participation fees and fronting fees accrued through and including the last Business Day day of March, June, September and December of each year shall be payable on the last Business Day of each such monthMarch, June, September and December, respectively, commencing on the first such date to occur after the Effective Date, ; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable in accordance with such Issuing Bank’s applicable procedures relating theretowithin 10 days after written demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (dc) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon in writing between Parent and the Administrative Agent pursuant to the Fee Letter. (d) The Borrower agrees to pay on the Effective Date to each Term Lender party to this Agreement as a Term Lender on the Effective Date, as fee compensation for the funding of such Term Lender’s Initial Term Loan, a closing fee in an amount equal to 0.50% of the stated principal amount of such Term Lender’s Initial Term Loan. Such fees shall be payable to each Lender out of the proceeds of such Term Lender’s Initial Term Loan as and when funded on the Effective Date and may be treated (and reported) by the Borrower and Term Lenders as a reduction in issue price of the Administrative AgentInitial Term Loans for U.S. federal, state and local income tax purposes. Such closing fee will be in all respects fully earned, due and payable on the Effective Date and non-refundable and non-creditable thereafter. (e) All 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 dueAmendment No. 2 Effective Date and may be treated (and reported) by the Borrower and 2019 Incremental Term Loan Lenders as a reduction in issue price of the 2019 Incremental Term Loans for U.S. federal, state and local income tax purposes. Such closing fee will be in immediately available fundsall respects fully earned, to due and payable on the Administrative Agent (or to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees Amendment No. 2 Effective Date and participation fees, to the Revolving Lenders entitled theretonon-refundable and non-creditable thereafter. Except as 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 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 rate of 0.50% the Commitment Fee Percentage per annum on the average daily unused amount of the Revolving Commitment of such Lender 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 last 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 hereofEffective 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 Borrower agree 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 Letters of Credit, which shall accrue at the Applicable Rate used to determine the interest rate applicable to Eurocurrency Eurodollar Revolving Loans on the daily balance amount of such Lender’s 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 LC Exposure, and (ii) to each 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 to be agreed by each Issuing Bank, not to be greater than 0.125% per annum or such other rate as may be separately agreed to by the relevant Issuing Bank and the Borrower on the average daily balance amount of the 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) 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 LC Exposure, and (iii) as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. (c) . Participation fees and fronting fees accrued through and including the last Business Day day of March, June, September and December of each year shall be payable on the last third Business Day following the last day of each such monthMarch, June, September and December, respectively, commencing on the first such date to occur after the Effective Date, ; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable in accordance with such Issuing Bank’s applicable procedures relating theretowithin 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). (dc) The Borrower agrees to pay to the First Lien Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the First Lien Administrative Agent. (e) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders entitled thereto. Except as may otherwise be separately agreed, fees paid hereunder shall not be refundable under any circumstances. (fd) 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 Borrower Company agrees to pay to the Administrative Agent in Dollars for the account of each Revolving Lender a commitment fee, which shall accrue at the rate of 0.50% per annum Applicable Rate on the average daily unused amount of the Revolving unused Commitment of such Lender Lender, subject to adjustment as provided in Section 2.18, during the period from and including the Effective Date date of this Agreement to but excluding the date on which the Revolving Commitments terminatesuch Commitment terminates. Accrued commitment fees shall be payable in arrears on the last Business Day of March, June, September and December of each year year, on any date prior to the Maturity Date on which the Commitments terminate and on the date on which the Revolving Commitments terminateMaturity Date, commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The Borrower agree Company 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 Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Term SOFR Loans on the average daily balance amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender▇▇▇▇▇▇’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank in Dollars Lender a fronting fee, which shall accrue at the rate of 0.125% per annum or such other rate as may be separately agreed to by the relevant Issuing Bank and the Borrower on the average daily balance amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, and (iii) such as well as each Issuing BankLender’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. (c) . Participation fees and fronting fees accrued through and including the last Business Day day of March, June, September and December of each year shall be payable on the fifteenth day following such last Business Day of each such monthday, commencing on the first such date to occur after the Effective Date, ; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an any Issuing Bank Lender pursuant to this paragraph shall be payable in accordance with such Issuing Bank’s applicable procedures relating theretowithin 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). (dc) The Borrower Company agrees to pay to the Administrative Agent, each for its their own account, fees payable in the amounts and at the times separately agreed upon in writing between the Borrower Company and the Administrative Agent. (ed) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an the applicable Issuing BankLender, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders entitled theretoLenders. Except as may otherwise be separately agreed, fees Fees paid hereunder shall not be refundable under any circumstancescircumstances absent error in the calculation or payment thereof. (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 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 rate of 0.50% per annum Applicable Rate on the average daily unused amount of the undrawn portion of the Revolving Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which the Lenders’ Revolving 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 hereoflast 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 feesfees with respect to 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 Borrower agree 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 Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Eurodollar Revolving Loans on the daily balance amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each the Issuing Bank in Dollars a fronting fee, which shall accrue at the rate of 0.125% per annum (or such other rate lesser fee as may shall be separately agreed acceptable to by the relevant Issuing Bank and the Borrower Bank) on the average daily balance amount of the LC Exposure attributable to Letters of Credit issued by such the Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, and (iii) such as well as the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. (c) . Participation fees and fronting fees accrued through and including the last Business Day 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 last Business Day of each such monthMarch, commencing on the first such date to occur after the Effective Date, 2013; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an the Issuing Bank pursuant to this paragraph shall be payable in accordance with such Issuing Bank’s applicable procedures relating theretowithin 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). (dc) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (ed) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an the Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders entitled thereto. Except as may otherwise be separately agreed, fees 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 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 rate “Commitment Fee Rate” specified in the definition of 0.50% per annum Applicable Rate on the average daily unused amount of the Available Revolving Commitment of such Lender during the period from and including the Effective Funding Date to but excluding the date on which the such Revolving Commitments terminateCommitment terminates. Accrued commitment Commitment fees shall be payable in arrears on accrued through and including the last Business Day 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 last day). For purposes of computing commitment fees, a date on which the 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 purposeCommitments terminate). (b) The Borrower agree 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 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 Eurocurrency Term Benchmark Revolving Loans on the daily balance of such Lender’s 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 LC Exposure, Exposure and (ii) to each Issuing Bank in Dollars for its own account a fronting fee, which shall accrue at 0.125the rate of 0.125 % per annum or such other rate as may be separately agreed to by the relevant Issuing Bank and the Borrower on the average daily balance maximum stated amount then available to be drawn under such outstanding Letter of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) 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 LC Exposure, and (iii) as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal amendment or extension of any Letter of Credit or and other processing fees, and other standard costs and charges, of drawings thereunder. (c) such Issuing Bank relating to the Letters of Credit as from time to time in effect. Participation fees and fronting fees accrued through and including the last Business Day day of March, June, September and December of each year shall be payable on the fifteenth (15th) day following such last Business Day of each such monthday, commencing on the first such date to occur after the Effective Datedate hereof; provided that, provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable in accordance with such Issuing Bank’s applicable procedures relating theretowithin ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (dc) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (ed) All fees payable hereunder shall be paid on the dates due, in Dollars and immediately available funds, to the Administrative Agent (or to an the relevant Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders entitled theretoapplicable Lenders. Except as may otherwise be separately agreed, fees 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 Parent 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 rate of 0.50% per annum Applicable Rate on the average daily unused amount of the Revolving each Commitment of such Lender during the period from and including the Effective Date date hereof to but excluding the date on which the Revolving Commitments terminatesuch Commitment terminates. Accrued commitment fees shall be payable in arrears (i) in the case of commitment fees in respect of the Revolving Commitments, on the last Business Day 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 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 feesfees 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 Parent Borrower agree 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 Letters of Credit, which shall accrue at the same Applicable Rate used to determine the as interest rate applicable to Eurocurrency on Eurodollar Revolving Loans on the average daily balance amount of such Lender’s '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 LC Exposure, and (ii) to each the Issuing Bank in Dollars a fronting fee, which shall accrue at 0.125the rate of 0.25% per annum or such other rate as may be separately agreed to by the relevant Issuing Bank and the Borrower on the average daily balance amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC DisbursementsDisbursements and based on Assigned Dollar Values, in the case of any Alternative Currency Letter of Credit) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, and (iii) such as well as the Issuing Bank’s 's standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. (c) . Participation fees and fronting fees accrued through and including the last Business Day day of March, June, September and December of each year shall be payable on the last third Business Day of each following such monthlast 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 applicable Revolving Commitments terminate and any such fees accruing after the date on which the applicable Revolving Commitments terminate shall be payable on demand. Any other fees payable to an the Issuing Bank pursuant to this paragraph shall be payable in accordance with such Issuing Bank’s applicable procedures relating theretowithin 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). (dc) The Parent Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Parent Borrower and the Administrative Agent. (ed) All fees payable hereunder shall be paid on the dates due, in Dollars and in immediately available funds, to the Administrative Agent (or to an the 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 entitled thereto. Except as may otherwise be separately agreed, fees 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 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 rate of 0.50% per annum Applicable Rate on the average daily unused amount of the Revolving unused Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which the Revolving Commitments terminateAvailability Period. Accrued commitment fees shall be payable in arrears on the last Business Day 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 hereofEffective 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 Borrower agree agrees to pay (i) to the Administrative Agent in Dollars for the account of each Revolving Lender a participation fee with respect to its such Lender’s participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Eurodollar Revolving Loans on the average daily balance 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, Exposure and (ii) to each the Issuing Bank in Dollars for its own account a fronting fee, which shall accrue at the rate of 0.125% per annum or such other rate as may be separately agreed to by the relevant Issuing Bank and the Borrower on the average daily balance amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by the Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, and (iii) such as well as the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. (c) . Participation fees and fronting fees accrued through and including the last Business Day day of March, June, September and December of each year shall be payable on the last third (3rd) Business Day of each following such monthlast day, commencing on the first such date to occur after the Effective Date, ; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an 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 accordance with such Issuing Bank’s applicable procedures relating theretoits sole discretion). 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). (dc) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (ed) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an the Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment facility fees and participation fees, to the Revolving Lenders entitled theretoLenders. Except as may otherwise be separately agreed, fees 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 Borrower agrees Borrowers jointly and severally agree to pay to the Administrative Agent in Dollars for the account of each Revolving Lender a commitment fee, which shall accrue at the a rate of 0.50equal to 0.25% per annum on the average daily unused amount of the Revolving Available Commitment of such Lender during the period from and including the Effective Closing Date to but excluding through the date on which the Revolving such Lender’s Commitments terminate. Accrued commitment fees shall be payable in arrears on the last first day (or, if such day is not a Business Day of MarchDay, June, September and December on the next succeeding Business Day) of each year January, April, July and October for the quarterly period then ended 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 last day but excluding the last first day). For purposes of computing calculating the commitment feesfees only, a Revolving Commitment no portion of a Lender the Commitments shall be deemed to be used to the extent utilized as a result of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose)Loans. (b) The Borrower Borrowers jointly and severally agree to pay (i) to the Administrative Agent in Dollars for the account of each ABL Revolving Lender a participation fee with respect to its participations in Standby Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency LIBO Rate Loans that are ABL Revolving Loans on the daily balance amount of such Lender’s 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 LC ExposureExposure in respect of Standby Letters of Credit, (ii) to the Administrative Agent for the account of each Issuing Bank ABL Revolving Lender a participation fee with respect to its participations in Dollars a fronting feeCommercial Letters of Credit, which shall accrue at 0.125% per annum or such other the same Applicable Rate used to determine the interest rate as may be separately agreed applicable to by the relevant Issuing Bank and the Borrower LIBO Rate Loans that are ABL Revolving Loans, on the average daily balance amount of the such Lender’s LC Exposure attributable to in respect of Commercial Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) ), during the period from and including the Effective Closing Date to but excluding through the later of the date of termination of the Revolving Commitments on which such Lender’s Commitment terminates and the date on which there such ABL Revolving Lender ceases to be have any LC ExposureExposure in respect of Commercial Letters of Credit, and (iii) to each Issuing Bank, for its own account, a fronting fee, in respect of each Letter of Credit issued by such Issuing Bank for the period from the date of issuance of such Letter of Credit through the expiration date of such Letter of Credit (or if terminated on an earlier date, to the termination date of such Letter of Credit), computed at a rate equal to 0.125% per annum of the daily stated 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 or processing of drawings thereunder. (c) . Participation fees and fronting fees accrued through and including to but excluding the last first day (or, if such day is not a Business Day of MarchDay, June, September and December on the next succeeding Business Day) of each year January, April, July and October shall be payable on in arrears for the last Business Day of each such month, commencing quarterly period then ended on the first day of such date to occur after the Effective Date, calendar quarter; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an any Issuing Bank pursuant to this paragraph shall be payable in accordance with such Issuing Bank’s applicable procedures relating theretowithin 30 days after demand (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 (including the first day but excluding the last day)elapsed. (dc) The Borrower agrees Borrowers jointly and severally agree to pay to the Administrative Agent, for its own account, the agency and administration fees set forth in the Fee Letter, payable in the amounts and at the times separately specified therein or as so otherwise agreed upon between by the Borrower Borrowers and the Administrative Agent, or such agency fees as may otherwise be separately agreed upon by the Borrowers and the Administrative Agent in writing. (ed) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an the applicable Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders entitled theretoLenders. Except as may otherwise be separately agreed, fees Fees paid hereunder shall not be refundable under any circumstancescircumstances except as otherwise provided in the Fee Letter. (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 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 rate of 0.50% per annum Applicable Rate on the average daily unused amount of the each Revolving Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which the such Revolving Commitments terminateCommitment terminates. Accrued commitment fees shall be payable in arrears on the last Business Day 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 Commitment fees shall be computed on the basis of a year of 360 365 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). For purposes of computing commitment fees, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The Borrower agree 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 Letters of Credit, which shall accrue at the same Applicable Rate used to determine the as interest rate applicable to Eurocurrency on Eurodollar Revolving Loans on the average daily balance amount of such Lender’s '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 LC Exposure, and (ii) to each the Issuing Bank in Dollars Lender a fronting fee, which shall accrue at 0.125the rate of 0.20% per annum or such other rate as may be separately agreed to by the relevant Issuing Bank and the Borrower on the average daily balance amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, and (iii) such as well as the Issuing Bank’s Lender's standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. (c) . Participation fees and fronting fees accrued through and including the last Business Day day of March, June, September and December of each year shall be payable on the last third Business Day of each following such monthlast day, commencing on the first such date to occur after the Effective Date, ; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an the Issuing Bank Lender pursuant to this paragraph shall be payable in accordance with such Issuing Bank’s applicable procedures relating theretowithin 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). (dc) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (ed) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an the Issuing BankLender, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders entitled thereto. Except as may otherwise be separately agreed, fees 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 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 in Dollars for the account of each Revolving Lender a commitment fee, which shall accrue at the rate of 0.50% per annum on the average daily unused amount of the Revolving Commitment of such Lender during the period from and including the Effective Revolving Availability Date to but excluding the date on which the Revolving Commitments terminate. Accrued commitment fees shall be payable in arrears on the last 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 hereofRevolving 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 outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose)Lender. (bd) The Borrower agree 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 Letters of Credit, which shall accrue at the Applicable Rate used to determine the interest rate applicable to Eurocurrency Eurodollar Revolving Loans on the daily balance amount of such Lender’s '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 LC Exposure, Exposure and (ii) to each Issuing Bank in Dollars a fronting fee, which shall accrue at 0.125the rate of 0.25% per annum or such other rate as may be separately agreed to by the relevant Issuing Bank and the Borrower on the average daily balance amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective 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 LC Exposure, and (iii) as well as such Issuing Bank’s 's standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. (c) . Participation fees and fronting fees accrued through and including the last Business Day day of March, June, September and December of each year shall be payable on the last third Business Day of each following such monthlast day, commencing on the first such date to occur after the Effective Revolving Availability Date, ; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable in accordance with such Issuing Bank’s applicable procedures relating theretowithin 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (d) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (e) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders entitled thereto. Except as may otherwise be separately agreed, fees paid hereunder shall not be refundable under any circumstances. (f) Notwithstanding the foregoing, and subject to Section 2.222.21, 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 time2.10.

Fees. (a) The Borrower agrees to pay to the Administrative Agent in Dollars dollars for the account of each Revolving Lender a commitment fee, which shall accrue at the rate of 0.50% per annum on the average daily unused amount of the Revolving Commitment of such Lender 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 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 hereofEffective 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 Borrower agree agrees to pay (i) to the Administrative Agent in Dollars 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 Eurocurrency Revolving Loans on the daily balance 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 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 LC Exposure, and (ii) to each Issuing Bank in Dollars dollars a fronting fee, which shall accrue at 0.125the rate equal to 0.25% per annum (or such other lower rate as may be separately agreed to by between the Borrower and the relevant Issuing Bank and the Borrower Bank) on the average daily balance amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding and including the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, and (iii) as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. (c) . Participation fees and fronting fees accrued through and including shall be payable on the last Business Day of March, June, September and December of each year shall be payable on the last Business Day of each such monthyear, commencing on the first such date to occur after the Effective Date, ; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable in accordance with such Issuing Bank’s applicable procedures relating theretowithin 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). (dc) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative AgentAgent (including those set forth in the Fee Letter). (e) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders entitled thereto. Except as may otherwise be separately agreed, fees paid hereunder shall not be refundable under any circumstances. (fd) 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 timeSection.

Fees. (a) The Borrower agrees to pay to the Administrative Agent in Dollars for the account of each Revolving Lender (other than a commitment fee, which shall accrue at the rate of 0.50% per annum on the average daily unused amount Defaulting Lender) in accordance with its Pro Rata Share of the Aggregate Revolving Commitment of such Lender during Commitments for the period from and including the Amendment and Restatement Effective Date to but excluding the date on which the Revolving Commitments terminateterminate (or are otherwise reduced to zero), a commitment fee which shall accrue at the Applicable Rate on the average daily unused amount of the aggregate Revolving Commitment of such Revolving Lender. Accrued Such accrued commitment fees shall be payable in arrears on accrued through and including the last Business Day 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 date hereof. All commitment fees shall be computed on the basis of a year of 360 days Amendment and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)Restatement Effective Date. 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)Lender. (b) The Borrower agree 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 Letters of Credit, which shall accrue at the same Applicable Rate then used to determine the interest rate applicable to Eurocurrency Term Benchmark Revolving Loans on the average daily balance amount of such Lender’s 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 LC Exposure, Exposure and (ii) to each Issuing Bank in Dollars a fronting fee, which shall accrue at a rate per annum equal to 0.125% per annum or such other rate as may be separately agreed to by the relevant Issuing Bank and the Borrower on the average daily balance amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the 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 such LC Exposure, and (iii) as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. (c) . Participation fees and fronting fees accrued through and including the last Business Day day of March, June, September and December of each year shall be payable on the fifteenth day following such last Business Day of each such monthday, commencing on the first such date to occur after the Amendment and Restatement Effective Date, ; provided that all such fees shall be payable on the date on which all the Revolving Commitments terminate and any such fees accruing after the date on which all 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 participation fees and fronting fees shall be computed on the basis of a year of 360 within 10 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)after demand. (dc) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (d) The Borrower agrees to pay to the 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 including upfront fees, which may be in the form of original issues discounts to the Loans) in the amounts and at the times so specified. (e) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an the applicable Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders entitled thereto. Except as may otherwise be separately agreed, fees Fees paid hereunder shall not be refundable under any circumstances. (f) Notwithstanding the foregoingAll commitment fees, participation fees, fronting fees and subject to Section 2.22, the Borrower shall not be obligated to pay any amounts to any Defaulting Lender other fees payable pursuant to this Section 2.122.12 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 any fees that would otherwise shall be payable to a Defaulting Lender under clause for the actual number of days elapsed (i) of Section 2.12(b) shall, to including the extent first day but excluding the LC Exposure of such Defaulting Lender shall have been reallocated pursuant to Section 2.22(a)(ivlast day), 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 Borrower Finance agrees to pay to the Administrative Agent in Dollars dollars for the account of each Initial Revolving Lender a commitment fee, which shall accrue at the rate of 0.500.25% per annum on the average daily unused amount of the Initial Revolving Commitment of such Lender 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 last 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 date hereofEffective 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 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 agree agrees to pay (i) to the Administrative Agent in Dollars 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 Eurocurrency Initial Revolving Loans that are Eurodollar Revolving Loans on the daily balance 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 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 Initial Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, Exposure attributable to the Initial Revolving Commitments and (ii) to each Issuing Bank in Dollars dollars a fronting fee, which shall accrue at a rate of 0.125% per annum or such other rate as may be separately agreed to by the relevant Issuing Bank and the Borrower on the average daily balance amount of the 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) 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 LC Exposure, and (iii) as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. (c) . Participation fees and fronting fees accrued through and including the last Business Day day of March, June, September and December of each year shall be payable on the last third Business Day following the last day of each such monthMarch, June, September and December, respectively, 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 Initial Revolving Commitments (in the case of participation fees) or all the Revolving Commitments (in the case of fronting fees) terminate and any such fees accruing after the date on which 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 in accordance with such Issuing Bank’s applicable procedures relating theretowithin 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). (dc) The Borrower Holdings agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between Holdings or any of the Borrower Co-Borrowers, on the one hand, and the Administrative Agent, on the other hand. (d) [Reserved]. (e) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders entitled thereto. Except as 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, none of the Borrower Co-Borrowers 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 Borrower 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 rate of 0.50% per annum Applicable Commitment Fee Rate on the average daily unused amount of the unused Revolving Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which the such Revolving Commitments terminateCommitment terminates. Accrued commitment fees shall be payable in arrears on the last 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. 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 and Protective Advances shall be disregarded for such purpose). (b) The Each Borrower agree 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 the Letters of CreditCredit issued for the account of such Borrower, which shall accrue at the Applicable Revolving Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans on the daily balance amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) in respect of such 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 Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank in Dollars a fronting feefee with respect to Letter of Credit issued by it for the account of such Borrower, which shall accrue at 0.125% the rate or rates per annum or such other rate as may be separately agreed to by upon between the relevant Company and such Issuing Bank and the Borrower on the average daily balance amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) for the account of such Borrower during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any such LC Exposure, and (iii) as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any such Letter of Credit or processing of drawings thereunder. (c) . Participation fees and fronting fees accrued through and including the last Business Day day of March, June, September and December of each year shall be payable on the last first Business Day of each following such monthlast day, commencing on the first such date to occur after the Effective Date, ; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable in accordance with such Issuing Bank’s applicable procedures relating theretowithin 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). (dc) The Borrower Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower Company and the Administrative Agent. (ed) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders entitled thereto. Except as may otherwise be separately agreed, fees 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 Borrower agrees Borrowers agree to pay to the Administrative Agent in Dollars dollars for the account of each Revolving Lender a commitment fee, which shall accrue at the rate of 0.50% the Commitment Fee Percentage per annum on the average daily unused amount of the Revolving Commitment of such Lender 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 last 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 hereofEffective 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 Borrower Borrowers agree to pay (i) to the Administrative Agent in Dollars 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 Eurocurrency Eurodollar Revolving Loans on the daily balance amount of such Lender’s 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 LC Exposure, and (ii) to each Issuing Bank in Dollars dollars a fronting fee, which shall accrue at (x) a rate equal to 0.125% per annum or such other (y) a lesser rate as may be separately per annum agreed to by the relevant any Issuing Bank and the Borrower (with respect to any Letter of Credit issued by such Issuing Bank), in each case on the average daily balance amount of the 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) 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 LC Exposure, and (iii) as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. (c) . Participation fees and fronting fees accrued through and including the last Business Day day of March, June, September and December of each year shall be payable on the last third Business Day following the last day of each such monthMarch, June, September and December, respectively, commencing on the first such date to occur after the Effective Date, ; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable in accordance with such Issuing Bank’s applicable procedures relating theretowithin 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). (dc) The Borrower agrees Borrowers agree to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower Borrowers and the Administrative AgentAgent in the Fee Letter. (d) The Borrowers agree to pay to the Administrative Agent in dollars for the account of each Term Lender a ticking fee, which shall accrue at the rate of the Ticking Fee Percentage per annum, on an amount equal to the amount of 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). (e) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders entitled thereto. Except as may otherwise be separately agreed, fees paid hereunder shall not be refundable under any circumstances. (f) Notwithstanding the foregoing, and subject to Section 2.222.21, the Borrower Borrowers 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 time2.11.

Fees. (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 the rate of 0.50% per annum Applicable Rate on the average daily unused amount of the Revolving each Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which the Revolving Commitments terminatesuch Commitment terminates. Accrued commitment fees shall be payable in arrears on the last Business Day 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 feesfees 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 Borrower agree 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 Letters of Credit, which shall accrue at the same Applicable Rate used to determine the as interest rate applicable to Eurocurrency on Eurodollar Revolving Loans on the average daily balance amount of such Lender’s '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 LC Exposure, and (ii) to each the Issuing Bank in Dollars a fronting fee, which shall accrue at 0.125the rate of 1/4 of 1% per annum or such other rate as may be separately agreed to by the relevant Issuing Bank and the Borrower on the average daily balance amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, and (iii) such as well as the Issuing Bank’s 's standard fees (other than fees payable as a percentage of the undrawn amount of the Letter of Credit) with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. (c) . Participation fees and fronting fees accrued through and including the last Business Day day of March, June, September and December of each year shall be payable on the last third Business Day of each following such monthlast day, commencing on the first such date to occur after the Effective Date, ; provided that all such fees shall be payable on -------- the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an the Issuing Bank pursuant to this paragraph shall be payable in accordance with such Issuing Bank’s applicable procedures relating theretowithin 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). (dc) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (ed) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an the Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders entitled thereto. Except as may otherwise be separately agreed, fees 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 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 rate of 0.50% per annum Applicable Rate on the average daily unused amount (if any) by which the Commitment of such Lender exceeds the Revolving Commitment Credit Exposure of such Lender during the period from and including the Effective Closing Date to but excluding the date on which the Revolving Commitments terminatesuch Commitment terminates. Accrued commitment fees shall be payable in arrears on the last 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 hereofClosing 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 Borrower agree agrees to pay (i) to the Administrative Agent in Dollars Agent, for the account of each Revolving Lender 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 Eurocurrency Term SOFR Revolving Loans on the average daily balance amount of such Lender’s 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 LC Exposure, (ii) to each Issuing Bank in Dollars Bank, for its own account, a fronting fee, which shall accrue at 0.125% per annum or fee with respect to each Letter of Credit issued by it in the amount agreed between such other rate as may be separately agreed to by the relevant Issuing Bank and the Borrower prior to the issuance of such Letter of Credit, on the average daily balance amount of the Total LC Exposure attributable to Letters such Letter of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) 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 LC Exposure, Exposure attributable to such Letter of Credit and (iii) 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 or processing of drawings thereunder. (c) . Participation fees and fronting fees accrued through and including the last Business Day day of March, June, September and December of each year shall be payable in arrears on the last first Business Day of each following such monthlast day, commencing on the first such date to occur after the Effective Closing Date, ; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an any Issuing Bank pursuant to this paragraph shall be payable in accordance with such Issuing Bank’s applicable procedures relating theretowithin 30 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The amount of participation and fronting fees payable hereunder shall be set forth in a written invoice or other notice delivered to the Borrower by the Administrative Agent or, in the case of fronting fees, by the applicable Issuing Bank. (dc) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (ed) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an the applicable Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders entitled thereto. Except as may otherwise be separately agreed, fees 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 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 rate of 0.50% per annum Applicable Rate on the average daily unused amount of the each Revolving Commitment of such Lender during the period from and including the Effective Original 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 day of March, June, September and December of each year and on the date dates 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 feesfees 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 Borrower agree agrees to pay (i) to the Administrative Agent in Dollars for the account of each Revolving Lender with a participation fee with respect to its participations in Letters of CreditTranche B-1 Commitment a commitment fee, which shall accrue at the Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans 0.375% per annum on the daily balance unused amount of the Tranche B-1 Commitment of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) Lender during the period from and including the Restatement Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, (ii) to each Issuing Bank in Dollars a fronting fee, which shall accrue at 0.125% per annum or such other rate as may be separately agreed to by the relevant Issuing Bank and the Borrower on the average daily balance of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, and (iii) such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. (c) Participation fees and fronting fees accrued through and including the last Business Day of March, June, September and December of each year shall be payable on the last Business Day of each such month, commencing on the first such date to occur after the Effective Date, provided that all such Tranche B-1 Commitments. Accrued commitment fees shall be payable in arrears on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable in accordance with such Issuing Bank’s applicable procedures relating thereto. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (d) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (e) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders entitled thereto. Except as 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 termination of the amounts of such LC Exposure for which they shall be liable from time to time.Tranche B-1

Fees. (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 the rate of 0.50% per annum Applicable Rate on the average daily unused amount of the Revolving Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which the such Revolving Commitments terminateCommitment terminates. Accrued commitment fees shall be payable in arrears on the last Business Day 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 hereofEffective 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 feesfees 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 Borrower agree 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 Letters of Credit, which shall accrue at the same Applicable Rate used to determine the as interest rate applicable to Eurocurrency on Eurodollar Revolving Loans on the average daily balance amount of such Lender’s '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 LC Exposure, and (ii) to each the Issuing Bank in Dollars a fronting fee, which shall accrue at 0.125the rate of 0.25% per annum or such other rate as may be separately agreed to by the relevant Issuing Bank and the Borrower on the average daily balance amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, and (iii) such as well as the Issuing Bank’s 's standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. (c) . Participation fees and fronting fees accrued through and including the last Business Day day of March, June, September and December of each year shall be payable on the last third Business Day of each following such monthlast day, commencing on the first such date to occur after the Effective Date, ; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an the Issuing Bank pursuant to this paragraph shall be payable in accordance with such Issuing Bank’s applicable procedures relating theretowithin 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). (dc) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (ed) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an the Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders entitled thereto. Except as may otherwise be separately agreed, fees 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 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 rate of 0.500.25% per annum on the average daily unused amount of the Revolving Commitment of such Lender during the period from and including the Original Restatement Effective Date to but excluding the date on which the Revolving Commitments terminatesuch Commitment terminates. Accrued commitment fees shall be payable in arrears on the last Business Day 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 hereofOriginal 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 feesfees pursuant to this Section 2.12(a), a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The Borrower agree 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 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 Eurocurrency on Eurodollar Revolving Loans on the daily balance amount of such Lender’s 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 LC Exposure, and (ii) to each Issuing Bank in Dollars a fronting fee, which shall accrue at 0.125the rate of 0.25% per annum or such other rate as may be separately agreed to by the relevant Issuing Bank and the Borrower on the average daily balance outstanding amount of the LC Exposure attributable to such Issuing Bank’s Letters of Credit issued by such Issuing Bank (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 of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, and (iii) as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. (c) . Participation fees and fronting fees accrued through and including the last Business Day day of March, June, September and December of each year shall be payable on the last third Business Day of each following such monthlast day, commencing on the first such date to occur after the Original Restatement Effective Date, ; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable in accordance with such Issuing Bank’s applicable procedures relating theretowithin 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). (dc) The Borrower agrees to pay to the Administrative Agent and the Collateral Agent, for its their own accountaccounts, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent or the Collateral Agent, as the case may be. (ed) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an the relevant Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders entitled thereto. Except as may otherwise be separately agreed, fees 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 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 rate of 0.50% per annum Applicable Rate on the average daily unused amount of the Revolving Commitment of such Lender during the period from and including the Restatement Effective Date to but excluding the date on which the Revolving Commitments terminatesuch Commitment terminates. Accrued commitment fees shall be payable in arrears on the last Business Day 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 hereofRestatement 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 feesfees pursuant to this Section 2.12(a), a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The Borrower agree 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 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 Eurocurrency on Eurodollar Revolving Loans on the daily balance amount of such Lender’s 's LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Restatement Effective Date to but excluding the later of the date on which such Lender’s 's Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank in Dollars a fronting fee, which shall accrue at 0.125the rate of 0.25% per annum or such other rate as may be separately agreed to by the relevant Issuing Bank and the Borrower on the average daily balance outstanding amount of the LC Exposure attributable to such Issuing Bank's Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Restatement Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, and (iii) as well as such Issuing Bank’s 's standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. (c) . Participation fees and fronting fees accrued through and including the last Business Day day of March, June, September and December of each year shall be payable on the last third Business Day of each following such monthlast day, commencing on the first such date to occur after the Restatement Effective Date, ; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable in accordance with such Issuing Bank’s applicable procedures relating theretowithin 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). (dc) The Borrower agrees to pay to the Administrative AgentAgent and the Collateral Agents, for its their own accountaccounts, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative AgentAgent or the Collateral Agents, as the case may be. (ed) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an the relevant Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders entitled thereto. Except as may otherwise be separately agreed, fees 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 Borrower agrees to pay to the Administrative Agent in Dollars dollars for the account of each Revolving Lender a commitment fee, which shall accrue at the rate of 0.50% per annum (or 0.25% per annum if the Secured Leverage Ratio is less than or equal to 1.25 to 1.00 for the most recently ended fiscal quarter of the Borrower for which the consolidated financial statements have been delivered pursuant to Section 5.01(a) or Section 5.01(b) or Section 6.1(a) or Section 6.1(b) of the Original Credit Agreement) on the average actual daily unused amount of the Revolving Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which the Revolving Commitments terminate. Accrued commitment fees through and including the last day of each calendar quarter shall be payable in arrears on the last first Business Day of March, June, September and December of each year the subsequent calendar quarter and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereofJuly 1, 2019. 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)Lender. (b) The Borrower agree 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 Letters of Credit, which shall accrue at the Applicable Rate Rate, in each case, used to determine the interest rate applicable to Eurocurrency Revolving Loans on the daily balance amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) ), during the period from and including the Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Commitment terminates and the date on which such Revolving Lender ceases to have any LC Exposure. In addition, (ii) the Borrower agrees to pay to each Issuing Bank in Dollars Bank, for its own account, a fronting fee, which shall accrue in respect of each Letter of Credit issued by such Issuing Bank to the Borrower for the period from the date of issuance of such Letter of Credit through the expiration date of such Letter of Credit (or if terminated on an earlier date to the termination date of such Letter of Credit), computed at a rate equal to 0.125% per annum or such other rate as may percentage per annum to be separately agreed to by the relevant Issuing Bank and upon between the Borrower on the average daily balance of the LC Exposure attributable to Letters of Credit issued by and such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date daily outstanding amount of termination such Letter of the Revolving Commitments and the date on which there ceases to be any LC ExposureCredit, and (iii) as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. (c) . Participation fees and fronting fees accrued through and including the last Business Day of March, June, September and December day of each year calendar quarter shall be payable on the last first Business Day of each such monththe subsequent quarter, commencing on the first such date to occur after the Effective DateJuly 1, 2019; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable in accordance with such Issuing Bank’s applicable procedures relating theretodemand until the expiration or cancellation of all outstanding Letters of Credit. 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)elapsed. (d) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (ec) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders entitled thereto. Except as may otherwise be separately agreed, fees Fees paid hereunder shall not be refundable under any circumstances. (fd) The 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 Borrower and the Administrative Agent. (e) 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 ; provided that would otherwise such amounts shall be payable to any non-Defaulting Lender which assumes the obligations of 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 Borrower agrees to pay to the Administrative Agent in Dollars for the account of each Revolving Lender a revolving commitment fee, which shall accrue at the rate of 0.50% per annum Applicable Rate for revolving commitment fees on the average daily unused amount of the Revolving Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which such Commitment terminates; provided that, (i) outstanding Letters of Credit shall be considered usage of the Revolving Commitments terminateCommitment for purposes of calculating the revolving commitment fee and (ii) Swingline Loans shall not be considered usage of the Revolving Commitment for purposes of calculating the revolving commitment fee. Accrued revolving commitment fees shall be payable in arrears on the last Business Day 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 hereofEffective 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 Borrower agree 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 Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Eurodollar Revolving Loans on the average daily balance amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, Exposure and (ii) to each Issuing Bank in Dollars Bank, a fronting fee, which shall accrue at 0.125% the rate or rates per annum or such other rate as may be separately agreed to by upon between the relevant Borrower and such Issuing Bank and the Borrower on the average daily balance amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Bank during the period from and including the 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, and (iii) as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, negotiation, renewal or extension of any Letter of Credit or processing of drawings thereunder. (c) . Participation fees and fronting fees accrued through and including the last Business Day day of March, June, September and December of each year shall be payable on the last third Business Day of each following such monthlast day, commencing on the first such date to occur after the Effective Date, ; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an any Issuing Bank pursuant to this paragraph shall be payable in accordance with such Issuing Bank’s applicable procedures relating theretowithin 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). (dc) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (ed) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an the Issuing BankBanks, in the case of fees payable to itthem) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders entitled theretoLenders. Except as may otherwise be separately agreed, fees 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 Borrower agrees to pay As consideration for its services under this Agreement, Fidelity shall ---- be entitled to the Administrative Agent fees in Dollars accordance with Articles I, II, III, IV and any Appendices and Addenda. A reasonable additional fee will be charged if Fidelity has to reprocess any contribution data transmission due to excessive errors of the Employer or payroll vendor. Fidelity shall charge $100 per hour for expenses incurred for creation of an electronic file related to the account termination of this Agreement. In addition, Fidelity reserves the right to charge a termination fee in an amount equal to a full year of fees identified under this Agreement in the event the Employer terminates its relationship with Fidelity within one year after the Implementation Date. The Start-up and Conversion Plan Fees in Article I will be billed with the initial invoice generated by Fidelity. The annual base fees in Article II will become effective as of the date the Fidelity Retirement Benefits Line becomes available to Participants or the Employer. All Fidelity fees in Articles II, III and IV will be billed in arrears to the Employer, or Participants, as applicable, on a quarterly basis. Quarterly basis for purposes of billing is defined as February 28, May 31, August 31, and November 30 of each Revolving Lender calendar year. An Employee is treated as a commitment fee, which shall accrue at the rate of 0.50% per annum on the average daily unused amount Participant for purposes of the Revolving Commitment annual per- Participant fee if he/she has an account balance on any day of such Lender during the period from and including quarter or any previous quarter in the Effective Date to but excluding twelve-month annual billing cycle. In addition, a Participant receiving a lump sum distribution will be considered a Participant through the date on which end of the Revolving Commitments terminatequarterly billing cycle that includes the month of December. Accrued commitment The trustee fee in Article III will become effective as of the Implementation Date. If payment of the aforementioned fees is not received by Fidelity within sixty days of receipt of Fidelity's invoice, the fees shall be payable paid from available Plan forfeitures and shall then be charged against the respective accounts of all Participants in arrears on such reasonable manner as the last Business Day of March, June, September Trustee may determine. Fidelity will charge a separate Conversion Plan Fee under Article I if the Employer acquires another Company and December of each year and on merges the date on which the Revolving Commitments terminate, commencing on the first such date to occur acquired Company's Plan with its Plan or receives additional assets for its Plan. The Conversion Plan Fee will be determined after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days relevant information has been received by Fidelity 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 communicated to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The Borrower agree to pay (i) Employer prior to the Administrative Agent in Dollars for the account of each Revolving 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 Eurocurrency Revolving Loans on the daily balance 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, (ii) to each Issuing Bank in Dollars a fronting fee, which shall accrue at 0.125% per annum or such other rate as may be separately agreed to by the relevant Issuing Bank and the Borrower on the average daily balance of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, and (iii) such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunderconversion. (c) Participation fees and fronting fees accrued through and including the last Business Day of March, June, September and December of each year shall be payable on the last Business Day of each such month, commencing on the first such date to occur after the Effective Date, provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable in accordance with such Issuing Bank’s applicable procedures relating thereto. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (d) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (e) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders entitled thereto. Except as 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. (ai) The Borrower agrees to pay to the Administrative Agent in Dollars for the account of each Lender having a Revolving Lender Commitment, a commitment fee, which shall accrue at the a rate of per annum equal to 0.50% per annum on the average daily unused amount of the unused Revolving Commitment (provided that Swingline Loans shall not be deemed to be a use of the Revolving Commitments for the purpose of the calculation of such Lender commitment fee) during the period from and including the Effective Closing Date to but excluding the date on which such Revolving Commitment terminates (it being understood that LC Exposure constitutes a use of the Revolving Commitments terminateCommitment). Accrued commitment fees shall be payable in arrears on the last Business Day day of March, June, September and December of each year year, each date on which the Revolving Commitments are permanently reduced and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereofClosing 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 Borrower agree agrees to pay to (i) to the Administrative Agent in Dollars for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at rate per annum equal to the Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans Margin on the daily balance amount of such Lender’s 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 LC Exposure, Exposure and (ii) to each the Issuing Bank in Dollars for its own account a fronting fee, which shall accrue at 0.125% a rate per annum or such other rate as may be separately agreed equal to by the relevant Issuing Bank and the Borrower 0.25% on the average daily balance amount of the 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 Letter of Credit 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 such LC Exposure, and (iii) such as well as the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. (c) Participation . Accrued participation fees and fronting fees accrued through and including shall be payable in arrears on the last Business Day day of March, June, September and December of each year shall be payable on the last Business Day of each such monthyear, commencing on the first such date to occur after the Effective Closing Date, ; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an the Issuing Bank pursuant to this paragraph shall be payable in accordance with such Issuing Bank’s applicable procedures relating theretowithin ten days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (dc) The Borrower agrees to pay to the Administrative Agenteach Credit Party, for its own account, the fees and other amounts payable in connection herewith in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agentsuch Credit Party. (ed) All fees and other amounts payable hereunder shall be paid on the dates due, in immediately available funds, funds to the Administrative Agent (or to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders entitled theretoLenders. Except as may otherwise be separately agreed, fees 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 Borrower Company agrees to pay to the Administrative Agent in Dollars for the account of each Revolving Lender a commitment facility fee, which shall accrue at the rate of 0.50% per annum Applicable Rate on the average daily unused amount of the Revolving Commitment Commitments of such Lender (whether used or unused) during the period from and including the Effective Date date hereof to but excluding the date on which the Revolving last of such Commitments terminateterminates; PROVIDED that, if such Lender continues to have any Exposure of any Class after its Commitment of such Class terminates, then such facility fee shall continue to accrue on the daily amount of such Lender's Exposure of such Class to but excluding the date on which such Lender ceases to have any such Exposure. Accrued commitment facility fees shall be payable in arrears on the last Business Day day of March, June, September and December of each year and on the date on which the Revolving Commitments terminateyear, commencing on the first such date to occur after the date hereof, and on the date on which all the Commitments shall have terminated and the Lenders shall have no further Exposures. All commitment facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment feesfacility fees with respect to US Tranche Commitments, a Revolving US Tranche Commitment of a Lender shall be deemed to be used to the extent of the outstanding US Tranche Revolving Loans and the LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose)Lender. (b) The Borrower agree Company agrees to pay (i) to the Administrative Agent in Dollars for the account of each Revolving US Tranche Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the Applicable Rate used to determine the interest rate applicable to US Tranche Eurocurrency Revolving Loans on the daily balance amount of such US Tranche Lender’s 's LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date date hereof to but excluding the later of the date on which such US Tranche Lender’s Revolving 's US Tranche Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each the Issuing Bank in Dollars a fronting fee, which shall accrue at 0.125the rate of .0625% per annum or such other rate as may be separately agreed to by the relevant Issuing Bank and the Borrower on the average daily balance amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date date hereof to but excluding the later of the date of termination of the Revolving US Tranche Commitments and the date on which there ceases to be any LC Exposure, and (iii) such as well as the Issuing Bank’s 's standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. (c) . Participation fees and fronting fees accrued under this paragraph through and including the last Business Day day of March, June, September and December of each year shall be payable on the such last Business Day of each such monthday, commencing on the first such date to occur after the Effective Date, provided date hereof; PROVIDED that all such fees shall be payable on the date on which the Revolving US Tranche Commitments terminate and any such fees accruing after the date on which the Revolving US Tranche Commitments terminate shall be payable on demand. Any other fees payable to an the Issuing Bank pursuant to this paragraph shall be payable in accordance with such Issuing Bank’s applicable procedures relating theretowithin 10 days after demand. All participation fees and fronting fees payable under this paragraph shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (dc) The Borrower Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower Company and the Administrative Agent. (ed) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an the Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation facility fees, to the Revolving Lenders entitled theretoLenders. Except as may otherwise be separately agreed, fees 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 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 rate of 0.50% per annum Applicable Rate on the average daily unused amount of the Revolving Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which the aggregate Revolving Commitments terminate. Accrued commitment fees shall be payable in arrears in respect of the 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 feesfees 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 Borrower agree 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 Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Eurodollar Revolving Loans on the average daily balance amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each the Issuing Bank in Dollars a fronting fee, which shall accrue at a rate equal to 0.125% per annum or such other rate as may be separately agreed to by the relevant Issuing Bank and the Borrower on the average daily balance amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, and (iii) such as well as the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. (c) . Participation fees and fronting fees accrued through and including shall be payable on the last Business Day of March, June, September and December of each year shall be payable on the last Business Day of each such monthyear, commencing on the first such date to occur after the Effective Date, provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an the Issuing Bank pursuant to this paragraph shall be payable in accordance with such Issuing Bank’s applicable procedures relating theretowithin 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). (dc) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (ed) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an the Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders entitled thereto. Except as may otherwise be separately agreed, fees 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 Borrower agrees to pay to the Administrative Agent in Dollars for the account of each Revolving Lender (other than any Defaulting Lender) a commitment fee, fee which shall accrue at the rate of 0.500.375% per annum on the average daily unused amount of the Revolving Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which the such Revolving Commitments terminateCommitment terminates. Accrued commitment fees in respect of the Revolving Commitments shall be payable in arrears on the last 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 feesfees 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 Borrower agree 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 Letters of Credit, which shall accrue at the Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans on the average daily balance amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank in Dollars a fronting fee, which shall accrue at the rate of 0.125% per annum (or at such other rate as may be separately agreed to by the relevant Issuing Bank and upon between the Borrower and any such Issuing Bank) on the average daily balance amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any such LC Exposure, and (iii) as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. (c) . Participation fees and fronting fees accrued through and including the last Business Day day of March, June, September and December of each year shall be payable on the last third Business Day of each following such monthlast day, commencing on the first such date to occur after the Effective Date, ; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable in accordance with such Issuing Bank’s applicable procedures relating theretowithin 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). (dc) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (ed) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders entitled thereto. Except as may otherwise be separately agreed, fees 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 Borrower agrees to pay to the Administrative Agent in Dollars for the account of each Lender (pro rata in accordance with the Revolving Lender Credit Commitment of each Lender) a commitment feeCommitment Fee in the amount of (i) at all times when the amount of the Revolving Credit Commitments utilized by Borrower is greater than 33% of the total Revolving Credit Commitments, which shall accrue at the rate product of 0.50% per annum on the daily average daily unused amount of the Revolving Commitment Credit Commitments times the applicable rate per annum set forth in the definition of such Lender during Applicable Margin, and (ii) at all times when the period from and including the Effective Date to but excluding the date on which amount of the Revolving Credit Commitments terminateutilized by Borrower is equal to or less than 33% of the total Revolving Credit Commitments, the sum of the amount specified in the foregoing clause (i) plus an additional amount equal to the product of the daily average unused amount of the Revolving Credit Commitments times 0.25% per annum. For purposes of calculating the Commitment Fee hereunder, the Revolving Credit Commitments shall be deemed utilized by the amount of all Revolving Loan Borrowings and LC Exposure. Accrued commitment fees Commitment Fees payable under this Section shall be payable in arrears on the last Business Day day of March, June, September and December of each year and on the date on which the Revolving Credit Commitments terminate, commencing on the first such date to occur after the date hereof. All commitment fees Commitment Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The Borrower agree 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 all outstanding Letters of Credit, which shall accrue at the rate per annum equal to the Applicable Rate used to determine Margin then in effect for Eurodollar Borrowings as set forth in the interest rate applicable to Eurocurrency Revolving Loans definition of Applicable Margin on the average daily balance 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 Credit Commitment terminates and the date on which such Lender ceases to have any LC Exposure, Exposure and (ii) to each the Issuing Bank in Dollars a fronting fee, which shall accrue at 0.125the rate of 1/8% per annum or such other rate as may be separately agreed to by the relevant Issuing Bank and the Borrower on the average daily balance amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Credit Commitments and the date on which there ceases to be any LC Exposure, and (iii) such as well as the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. (c) . Participation fees and fronting fees accrued through and including the last Business Day day of March, June, September and December of each year shall be payable on the last third Business Day of each following such monthlast 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 Credit Commitments terminate and any such fees accruing after the date on which the Revolving Credit Commitments terminate shall be payable on demand. Any other fees payable to an the Issuing Bank pursuant to this paragraph shall be payable in accordance with such Issuing Bank’s applicable procedures relating theretowithin 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). (dc) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (ed) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an the Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation feesCommitment Fees, to the Revolving Lenders entitled theretoLenders. Except as may otherwise be separately agreed, fees 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 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 rate set forth in the definition of 0.50% per annum the term “Applicable Rate” on the average daily unused amount of the Revolving Commitment of such Lender during the period from and including the Restatement Effective Date to but excluding the date on which the such Revolving Commitments terminateCommitment terminates. Accrued commitment fees shall be payable in arrears on the last Business Day 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 hereofRestatement 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 Actual LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The Borrower agree 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 Letters of Credit, which shall accrue at the same Applicable Rate used to determine the as interest rate applicable to Eurocurrency on Eurodollar Revolving Loans on the average daily balance amount of such Lender’s Actual LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Restatement Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any Actual LC Exposure, and (ii) to each Issuing Bank in Dollars a fronting fee, which shall accrue at 0.125% the rate or rates per annum or such other rate as may be (but in no event more than 0.25%) separately agreed to by upon between the relevant Borrower and such Issuing Bank and the Borrower on the average daily balance amount of the Actual LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any Actual LC Exposure, and (iii) such as well as each Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. (c) . Participation fees and fronting fees accrued through and including the last Business Day day of March, June, September and December of each year shall be payable on the last third Business Day of each following such monthlast day, commencing on the first such date to occur after the Restatement Effective Date, provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an any Issuing Bank pursuant to this paragraph shall be payable in accordance with such Issuing Bank’s applicable procedures relating theretowithin 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of calculating the average daily amount of the Actual LC Exposure for any period under this Section 2.12(b), the average daily amount of the Actual Alternative Currency LC Exposure for such period shall be calculated by multiplying (x) the average daily balance of each Alternative Currency Letter of Credit (expressed in the currency in which such Alternative Currency Letter of Credit is denominated) by (y) the Exchange Rate for each such Alternative Currency in effect on the last Business Day of such period or by such other reasonable method that the Administrative Agent deems appropriate. (dc) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (ed) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an the applicable Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders entitled thereto. Except as may otherwise be separately agreed, fees 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 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 rate of 0.50% Applicable Rate per annum on the average daily unused amount of the Revolving Commitment of such Lender during the period from and including the Original Restatement Effective Date to but excluding the date on which the Revolving Commitments terminatesuch Commitment terminates. Accrued commitment fees shall be payable in arrears on the last Business Day 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 hereofOriginal 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 feesfees pursuant to this Section 2.12(a), a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The Borrower agree 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 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 Eurocurrency on Eurodollar Revolving Loans on the daily balance amount of such Lender’s 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 LC Exposure, and (ii) to each Issuing Bank in Dollars a fronting fee, which shall accrue at 0.125the rate of 0.25% per annum or such other rate as may be separately agreed to by the relevant Issuing Bank and the Borrower on the average daily balance outstanding amount of the LC Exposure attributable to such Issuing Bank’s Letters of Credit issued by such Issuing Bank (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 of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, and (iii) as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. (c) . Participation fees and fronting fees accrued through and including the last Business Day day of March, June, September and December of each year shall be payable on the last third Business Day of each following such monthlast day, commencing on the first such date to occur after the Original Restatement Effective Date, ; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable in accordance with such Issuing Bank’s applicable procedures relating theretowithin 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). (dc) The Borrower agrees to pay to the Administrative Agent and the Collateral Agent, for its their own accountaccounts, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent or the Collateral Agent, as the case may be. (ed) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an the relevant Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders entitled thereto. Except as may otherwise be separately agreed, fees Fees paid hereunder shall not be refundable under any circumstances. (fe) Notwithstanding the foregoing, and subject The fees 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 Other Revolving Commitments and any Letters of such LC Exposure for which they Credit issued pursuant to any Other Revolving Commitments shall be liable from time to timeas set forth in the Refinancing Amendment or Loan Modification Agreement relating thereto.

Fees. (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 the rate of 0.50% per annum Applicable Rate on the average daily unused amount (if any) by which the Commitment of such Lender exceeds the Revolving Commitment Credit Exposure of such Lender during the period from and including the Effective Date date of this Agreement to but excluding the date on which the Revolving Commitments terminatesuch Commitment terminates. Accrued commitment fees shall be payable in arrears on the last 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. 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 Borrower agree agrees to pay (i) to the Administrative Agent in Dollars Agent, for the account of each Revolving Lender 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 Eurocurrency Eurodollar Revolving Loans on the average daily balance 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, (ii) to each Issuing Bank in Dollars Bank, for its own account, a fronting fee, which shall accrue at 0.125% per annum or fee with respect to each Letter of Credit issued by it in the amount agreed between such other rate as may be separately agreed to by the relevant Issuing Bank and the Borrower prior to the issuance of such Letter of Credit, on the average daily balance amount of the Total LC Exposure attributable to Letters such Letter of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date 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 LC Exposure, Exposure attributable to such Letter of Credit and (iii) 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 or processing of drawings thereunder. (c) . Participation fees and fronting fees accrued through and including the last Business Day day of March, June, September and December of each year shall be payable in arrears on the last first Business Day of each following such monthlast day, commencing on the first such date to occur after the Effective Date, ; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an any Issuing Bank pursuant to this paragraph shall be payable in accordance with such Issuing Bank’s applicable procedures relating theretowithin 30 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The amount of participation and fronting fees payable hereunder shall be set forth in a written invoice or other notice delivered to the Borrower by the Administrative Agent or, in the case of fronting fees, by the applicable Issuing Bank. (dc) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (ed) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an the applicable Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders entitled thereto. Except as may otherwise be separately agreed, fees 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 Borrower agrees to pay to the Administrative Agent in Dollars Agent, for the account of each Revolving Lender a Lender, an unused commitment fee, which fee (the “Unused Commitment Fee”) equivalent to the Applicable Rate times the daily average of the total Unused Commitments. Such Unused Commitment Fee shall accrue at the rate of 0.50% per annum be calculated on the average daily unused amount basis of the Revolving a year consisting of 360 days. The Unused Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which the Revolving Commitments terminate. Accrued commitment fees Fee shall be payable in arrears on the last Business Day day of March, June, September and December of each year and on the date on which the Revolving Commitments terminateyear, commencing on with the first such date to occur after the date hereof. All commitment fees shall be computed Effective Date, and on the basis Maturity Date for any period then ending for which the Unused Commitment Fee shall not have been theretofore paid. In the event the Aggregate Commitment terminates on any date other than the last day of a year March, June, September or December of 360 days and shall be payable any year, the Borrower agrees to pay to the Administrative Agent, for the actual number account of days elapsed (including each Lender, on the first day but excluding date of such termination, the total Unused Commitment Fee due for the period from the last day). For purposes day of computing commitment feesthe immediately preceding March, a Revolving Commitment of a Lender shall be deemed to be used June, September or December, as the case may be, to the extent of the outstanding Revolving Loans and LC Exposure of date such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose)termination occurs. (b) The Borrower agree 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 Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Eurodollar Loans on the average daily balance amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each the Issuing Bank in Dollars a fronting fee, which shall accrue at 0.125% the rate or rates per annum or such other rate as may be separately agreed to by upon between the relevant Borrower and the Issuing Bank and the Borrower on the average daily balance amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments Aggregate Commitment and the date on which there ceases to be any LC Exposure, and (iii) such as well as the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. (c) . Participation fees and fronting fees accrued through and including the last Business Day day of March, June, September and December of each year shall be payable on the last third Business Day of each following such monthlast 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 Aggregate Commitment terminates and any such fees accruing after the date on which the Revolving Commitments terminate Aggregate Commitment terminates shall be payable on demand. Any other fees payable to an the Issuing Bank pursuant to this paragraph shall be payable in accordance with such Issuing Bank’s applicable procedures relating theretowithin ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (dc) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (ed) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an the Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees Unused Commitment Fees and participation fees, to the Revolving Lenders entitled theretoLenders. Except as may otherwise be separately agreedSubject to Section 11.13, 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 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 rate of 0.50% per annum Applicable Rate on the average daily unused amount of the each Revolving Commitment of such Lender during the period from and including the Effective Original Closing Date to but excluding the date on which the such Revolving Commitments terminateCommitment terminates. Accrued commitment fees shall be payable in arrears on the last Business Day day of March, June, September and December of each year and on the date dates on which the such 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 feesfees 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 Borrower agree 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 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 Eurocurrency Eurodollar Revolving Loans on the daily balance amount of such Lender’s 's LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Original Closing 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 LC Exposure, and (ii) to each the Issuing Bank in Dollars a fronting fee, which shall accrue at the rate of 0.125% per annum or such other rate as may be separately agreed to by the relevant Issuing Bank and the Borrower on the average daily balance amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Original Closing Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, and (iii) such as well as the Issuing Bank’s 's standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. (c) . Participation fees and fronting fees accrued through and including the last Business Day day of March, June, September and December of each year shall be payable in arrears on the last third Business Day of each following such month, commencing on the first such date to occur after the Effective Date, last day; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an the Issuing Bank pursuant to this paragraph shall be payable in accordance with such Issuing Bank’s applicable procedures relating theretowithin 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). (dc) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (ed) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an the Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders entitled thereto. Except as may otherwise be separately agreed, fees 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 Borrower agrees Borrowers agree to pay to the Administrative Agent in Dollars for the account of each Revolving Lender Lender, a commitment fee, which shall accrue at the rate of 0.50% per annum set forth as describe in, or under the caption “Commitment Fee”, as applicable, in the definition of “Applicable Rate” on the average daily unused amount of the Available Revolving Commitment of each such Lender during the period from and including the Effective Date to but excluding the date on which each such Lender’s Revolving Commitment terminates. Commitment fees accrued through and including the Revolving Commitments terminate. Accrued commitment fees last day of each calendar quarter shall be payable in arrears on the last second Business Day of Marcheach April, JuneJuly, September October and December January of each year and on the date on which the Revolving Commitments terminateCommitment terminates, commencing on the first such date to occur after the date hereofEffective 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)elapsed. For Solely for purposes of computing commitment fees, a determining the Available Revolving Commitment in connection with the computation of a Lender commitment fees of the Revolving Lenders, the Revolving Exposure shall be deemed to be used to exclude the extent aggregate principal amount of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose)Loans. (b) The Borrower Borrowers agree to pay (i) to the Administrative Agent in Dollars 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 Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Eurodollar Revolving Loans on the average daily balance amount of such Lender’s 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 LC Exposure. In addition, the Borrowers agree to pay the applicable Issuing Bank a fronting fee with respect to each Letter of Credit, in an amount equal to the greater of (i) 0.125% of the face amount of such Letter of Credit and (ii) to each Issuing Bank in Dollars a fronting fee$1,000, which shall accrue at 0.125% per annum or such other rate as may be separately agreed to by the relevant Issuing Bank and the Borrower payable on the average daily balance of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination the issuance and any renewal or extension of such Letter of Credit (and, in the event that the face amount of any Letter of Credit is increased after the date of issuance thereof, the Borrowers agree to pay the applicable Issuing Bank, on the date of any such increase, an additional fronting fee in an amount equal to the greater of (i) 0.125% of the Revolving Commitments and amount by which the date on which there ceases to be any LC Exposure, face amount of such Letter of Credit has been increased and (iiiii) such $1,000), as well as the applicable Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. (c) . Participation fees and fronting fees accrued through and including the last Business Day of March, June, September and December day of each year calendar quarter shall be payable on the last second Business Day of each such monthApril, July, October and January of each year, commencing on the first such date to occur after the Effective Date, ; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. 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 theretowithin 10 Business Days after demand. All participation fees and fronting fees payable pursuant to this paragraph (b) shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)elapsed. (dc) The Borrower agrees Borrowers agree to pay to (i) the Administrative Agent and the other Agents the fees set forth in the Fee Letter, and (ii) the Administrative Agent, for its own account, any other fees payable in the amounts and at the times separately agreed upon between the Borrower Borrowers and the Administrative Agent. (ed) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an the applicable Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders entitled theretoLenders. Except as may otherwise be separately agreed, fees 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 Borrower agrees Borrowers jointly and severally agree to pay to the Administrative Agent in Dollars for the account of each the Revolving Lender Banks a commitment fee, which shall accrue at the rate of 0.50% per annum Applicable Margin on the average daily unused amount of the Revolving Commitment Commitments of such Lender each Revolving Bank during the period from and including the Effective Date date hereof to but excluding the date on which the such Revolving Commitments terminateCommitment terminates. Accrued commitment fees shall be payable quarterly in arrears on the last Business Day of Marcheach March 31, JuneJune 30, September 30 and December 31 of each year and on the date on which the Revolving Commitments terminateyear, commencing on the first such date to occur after the date hereofof 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 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 Bank shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender Bank (and the any Swingline Exposure of such Lender Bank shall be disregarded for such purposepurpose and no portion of the Revolving Commitments shall be deemed utilized as a result of outstanding Swingline Loans). (b) The Borrower Borrowers jointly and severally agree to pay (i) to the Administrative Agent in Dollars for the account of each Revolving Lender Bank a participation fee fee, payable in Dollars, with respect to its participations in Letters of Credit, which shall accrue at the Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Margin for Term SOFR and Euro-Currency Loans on the average daily balance amount of the Dollar Equivalent of such LenderBank’s 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 LC Exposure, (ii) . The Borrowers also jointly and severally agree to pay to each Issuing Bank in Dollars a fronting fee, which shall accrue at a rate of 0.125% per annum or at such other rate as may shall be separately mutually agreed to upon by the relevant Borrowers and such Issuing Bank and the Borrower on the average daily balance aggregate face amount of the LC Exposure attributable to outstanding Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, and (iii) as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. (c) . Participation fees and fronting fees accrued through and including the last Business Day day of March, June, September and December of each year shall be payable on the last third Domestic Business Day of each following such monthlast day, commencing on the first such date to occur after the Effective Date, ; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable in accordance with such Issuing Bank’s applicable procedures relating theretowithin 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (d) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (e) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders entitled thereto. Except as 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 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 rate of 0.50% per annum Applicable Rate on the average daily unused amount of the each Revolving Commitment or Phase II Tranche A Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which the Revolving Commitments terminatesuch Commitment terminates. Accrued commitment fees shall be payable in arrears on the last Business Day day of March, June, September and December of each year and on the date dates on which the Revolving 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 feesfees 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 Borrower agree 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 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 Eurocurrency Revolving Loans on the daily balance amount of such Lender’s '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 LC Exposure, and (ii) to each the Issuing Bank in Dollars a fronting fee, which shall accrue at the rate of 0.125% per annum or such other rate as may be separately agreed to by the relevant Issuing Bank and the Borrower on the average daily balance amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, and (iii) such as well as the Issuing Bank’s 's standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. (c) . Participation fees and fronting fees accrued through and including the last Business Day day of March, June, September and December of each year shall be payable in arrears on the last third Business Day of each following such monthlast day, commencing on the first such date to occur after the Effective Date, ; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an the Issuing Bank pursuant to this paragraph shall be payable in accordance with such Issuing Bank’s applicable procedures relating theretowithin 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). (dc) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (e) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an Issuing Bank, Except in the case of fees payable mandatory prepayments required under Section 2.11(c) as a result of a Prepayment Event referred to itin clause (a), (b) for distributionor (d) of the definition of the term Prepayment Event or required under Section 2.11(d), in the case all voluntary and mandatory prepayments of commitment fees and participation fees, Tranche B Term Loans made on or prior to the Revolving Lenders entitled thereto. Except as may otherwise Tranche B Refinancing Date, including the prepayment contemplated by the Second Amendment, will be separately agreed, fees paid hereunder shall not be refundable under any circumstances. (f) Notwithstanding the foregoing, and subject accompanied by payment of a prepayment fee equal 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) 2.0% of Section 2.12(b) shall, to the extent the LC Exposure aggregate amount of such Defaulting Lender shall have been reallocated pursuant to Section 2.22(a)(iv)prepayment, be paid to if such prepayment is made during the non-Defaulting Lenders in respect first year after the Effective Date and (ii) 1.0% of the amounts aggregate amount of such LC Exposure for which they shall be liable from time to timeprepayment, if such prepayment is made during the second year after the Effective Date.

Fees. (a) The Subject to Section 2.24(a)(iii)(A), the Borrower agrees to pay to the Administrative Agent in Dollars dollars for the account of each Revolving Lender a commitment fee, which shall accrue at fee equal to the rate of 0.50% per annum on Applicable Fee Rate times the average daily unused amount of the Revolving Commitment of such Lender during the period from and including the Effective 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 date hereofClosing 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)Lender. (b) The Subject to Sections 2.24(a)(iii)(B) and (C), the Borrower agree agrees to pay (i) to the Administrative Agent in Dollars dollars for the account of each Revolving 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 Eurocurrency Revolving Loans on the average daily balance maximum amount of such Lender’s 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 LC Exposure, and (ii) to each Issuing Bank in Dollars dollars a fronting fee, which shall accrue at 0.125the rate equal to 0.25% per annum (or such other lower rate as may be separately agreed to by between the Borrower and the relevant Issuing Bank and the Borrower Bank) on the average daily balance maximum amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective 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 LC Exposure, and (iii) as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. (c) . Participation fees and fronting fees accrued through and including shall be payable in arrears on the last Business Day of March, June, September and December of each year shall be payable on the last Business Day of each such monthyear, commencing on the first such date to occur after the Effective Closing Date, ; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable in accordance with within 15 days after demand (or such later date as such Issuing Bank’s applicable procedures relating theretoBank may agree). 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). (dc) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (e) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an Issuing Bank, including those set forth in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders entitled thereto. Except as may otherwise be separately agreed, fees paid hereunder shall not be refundable under any circumstancesFee Letter). (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 Borrower agrees to pay to the Administrative Agent in Dollars for the account of each Revolving Lender a commitment fee, which shall accrue at a rate equal to the rate of 0.50% per annum Commitment Fee Rate on the average daily unused amount of the Revolving Commitment of such Lender 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 last 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 hereofEffective 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 outstanding Global Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The Borrower agree agrees to pay (i) to the Administrative Agent in Dollars for the account of each Global Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans on the average daily balance amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank in Dollars a fronting fee, which shall accrue at 0.125% per annum or such other rate as may be separately agreed to by the relevant Issuing Bank and the Borrower on the average daily balance fee in respect of the LC Exposure attributable to Letters each Letter of Credit issued by such Issuing Bank Bank, which shall accrue at a rate equal to 0.25% 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, and (iii) as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. (c) . Participation fees and fronting fees accrued through and including the last Business Day day of March, June, September and December of each year shall be payable on the last third Business Day of each following such monthlast day, commencing on the first such date to occur after the Effective Date, provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an any Issuing Bank pursuant to this paragraph shall be payable in accordance with such Issuing Bank’s applicable procedures relating theretowithin 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days (or, in the 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). (dc) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (ed) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an the applicable Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders entitled thereto. Except as may otherwise be separately agreed, fees 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 Borrower agrees to pay to the Administrative Agent in Dollars dollars for the account of each Revolving Lender a commitment fee, which shall accrue at the rate of 0.50% per annum on the average daily unused amount of the Revolving Commitment of such Lender 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 last 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 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 Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The Borrower agree agrees to pay (i) to the Administrative Agent in Dollars 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 Eurocurrency Eurodollar Revolving Loans on the average daily balance 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 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 LC Exposure, Exposure and (ii) to each Issuing Bank in Dollars dollars a fronting fee, which shall accrue at fee for each Letter of Credit equal to 0.125% per annum or such other rate as may be separately agreed to by the relevant Issuing Bank and the Borrower on the average daily balance amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding and including the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, and (iii) as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal amendment or extension of any Letter of Credit or processing of drawings thereunder. (c) . Participation fees and fronting fees for standby Letters of Credit accrued through and including the last Business Day day of March, June, September and December of each year shall be payable on the last first Business Day of each following such monthlast day, commencing on the first such date to occur after the Effective Date, ; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable in accordance with such Issuing Bank’s applicable procedures relating theretowithin 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). (dc) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (e) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders entitled thereto. Except as may otherwise be separately agreed, fees paid hereunder shall not be refundable under any circumstances. (fd) 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 Borrower agrees Borrowers agree to pay to the Administrative Agent in Dollars dollars for the account of each Revolving Lender a commitment fee, which shall accrue at the rate of 0.50% the Commitment Fee Percentage per annum on the average daily unused amount of the Revolving Commitment of such Lender 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 last 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 hereofEffective 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 Borrower Borrowers agree to pay (i) to the Administrative Agent in Dollars 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 Eurocurrency Eurodollar Loans, Term Benchmark Revolving Loans or RFR Loans (as applicable) on the daily balance amount of such Lender’s 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 LC Exposure, and (ii) to each Issuing Bank in Dollars dollars a fronting fee, which shall accrue at (x) a rate equal to 0.125% per annum or such other (y) a lesser rate as may be separately per annum agreed to by the relevant any Issuing Bank and the Borrower (with respect to any Letter of Credit issued by such Issuing Bank), in each case on the average daily balance amount of the 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) 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 LC Exposure, and (iii) as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. (c) . Participation fees and fronting fees accrued through and including the last Business Day day of March, June, September and December of each year shall be payable on the last third Business Day following the last day of each such monthMarch, June, September and December, respectively, commencing on the first such date to occur after the Effective Date, ; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable in accordance with such Issuing Bank’s applicable procedures relating theretowithin 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). (dc) The Borrower agrees Borrowers agree to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower Borrowers and the Administrative AgentAgent in the Fee Letter. (d) The Borrowers agree to pay to the Administrative Agent in dollars for the account of each Term Lender a ticking fee, which shall accrue at the rate of the Ticking Fee Percentage per annum, on an amount equal to the amount of 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). (e) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders entitled thereto. Except as may otherwise be separately agreed, fees paid hereunder shall not be refundable under any circumstances. (f) Notwithstanding the foregoing, and subject to Section 2.222.21, the Borrower Borrowers 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 time2.11.

Fees. (a) The Borrower agrees to pay to the Administrative Agent in Dollars dollars for the account of each Revolving Lender a commitment fee, which shall accrue at the rate of 0.501.00% per annum on the average daily unused amount of the Revolving Commitment of such Lender 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 last 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 outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The Borrower agree agrees to pay (i) to the Administrative Agent in Dollars dollars for the account of each Revolving 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 Eurocurrency Revolving Loans on the daily balance amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank in Dollars dollars a fronting fee, which shall accrue at the rate of 0.125% per annum or such other rate as may be separately agreed to by the relevant Issuing Bank and the Borrower on the average daily balance amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, and (iii) as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. (c) . Participation fees and fronting fees accrued through and including the last Business Day day of March, June, September and December of each year shall be payable on the last third Business Day of each following such monthlast day, commencing on the first such date to occur after the Effective Date, provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable in accordance with such Issuing Bank’s applicable procedures relating theretowithin 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). (dc) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (ed) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders entitled thereto. Except as may otherwise be separately agreed, fees Fees paid hereunder shall not be refundable under any circumstances. (fe) 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 Borrower agrees to pay to the Administrative Agent in Dollars an unused commitment fee for the account of each Revolving Lender a commitment feeLender, which shall accrue at the a rate of 0.500.25% per annum on the average daily unused amount of the undrawn portion of the Revolving Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which the Lenders’ Revolving Commitments terminate; it being understood that the LC Exposure of a Lender shall be included and the Swingline Exposure of a Lender shall be excluded in the drawn portion of the Revolving Commitment of such Lender for purposes of calculating the commitment fee. Accrued commitment fees shall be payable in arrears on the last Business Day of March, June, September and December of each year and on the date on which the Revolving Commitments terminateterminate or are reduced, commencing on the first such date to occur after the date hereofEffective 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 Borrower agree 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 Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Eurodollar Revolving Loans on the daily balance amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each the Issuing Bank in Dollars a fronting fee, which shall accrue at the rate of 0.125% per annum or such other rate as may be separately agreed to by the relevant Issuing Bank and the Borrower on the average daily balance amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, and (iii) such as well as the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. (c) . Participation fees and fronting fees accrued through and including the last Business Day day of March, June, September and December of each year shall be payable on the last third Business Day of each following such monthlast day, commencing on the first such date to occur after the Effective Date, ; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an the Issuing Bank pursuant to this paragraph shall be payable in accordance with such Issuing Bank’s applicable procedures relating theretowithin ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (dc) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (ed) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an the Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders entitled thereto. Except as may otherwise be separately agreed, fees 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 Borrower agrees Borrowers jointly and severally agree to pay to the Administrative Agent in Dollars for the account of each Revolving Lender a commitment fee, which shall accrue at the rate of 0.50% per annum Applicable Rate on the average daily unused amount of the Available Revolving Commitment of such Revolving Lender during the period from and including the Effective Closing Date to but excluding the date on which the last of the Revolving Commitments terminate(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 date on which the last of the Revolving Commitments terminate, commencing on the first such date to occur after the Closing Date; provided that any commitment fees accruing after the date hereofon 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). For purposes of computing commitment fees, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The Borrower Borrowers 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 Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans on the average daily balance Dollar Amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the 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 LC Exposure, Exposure and (ii) to each the Issuing Bank in Dollars for its own account a fronting fee, which shall accrue at 0.125% the rate per annum or such other rate as may be separately agreed to upon by the relevant Borrowers and the Issuing Bank and the Borrower on the average daily balance Dollar Amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by 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 LC Exposure, and (iii) such as well as the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. (c) Participation . Unless otherwise specified above, participation fees and fronting fees accrued through and including the last Business Day day of March, June, September and December of each year shall be payable on the last third (3rd) Business Day of each following such monthlast day, commencing on the first such date to occur after the Effective Closing Date, ; provided that all such fees shall be payable on the date on which the last of the Revolving Commitments terminate and any such fees accruing after the date on which the such Revolving Commitments terminate shall be payable on demand. Any other fees payable to an the Issuing Bank pursuant to this paragraph shall be payable in accordance with such Issuing Bank’s applicable procedures relating theretowithin ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (dc) The Borrower agrees Borrowers agree to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower Borrowers and the Administrative Agent. (d) If any Repricing Event occurs prior to the date occurring six months after the Closing Date, the Borrowers agree to pay to the Administrative Agent, for the ratable account of each 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 amendment giving rise to such Repricing Event), a fee in an amount equal to 1.00% of the aggregate 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. (e) All fees payable hereunder shall be paid on the dates due, in Dollars and immediately available funds, to the Administrative Agent (or to an the Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the applicable Revolving Lenders entitled theretoLenders. Except as may otherwise be separately agreed, fees 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 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 rate of 0.50% per annum Applicable Rate on the average actual daily unused amount of the by which such Lender’s Commitment exceeds such Lender’s Revolving Commitment of such Lender Credit Exposure, subject to adjustment as provided in Section 2.20, during the period from and including the Effective Date to but excluding the date on which the Revolving Commitments terminatesuch Commitment terminates. Accrued commitment fees shall be payable in arrears on the last Business Day 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 outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The Borrower agree 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 Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Eurodollar Loans on the average daily balance amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each the Issuing Bank in Dollars a fronting fee, which shall accrue at 0.125% the rate or rates per annum or such other rate as may be separately agreed to by upon between the relevant Borrower and the Issuing Bank and in the Borrower Fee Letter on the average daily balance amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, and (iii) such as well as the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. (c) Participation . Unless otherwise specified above, participation fees and fronting fees accrued through and including the last Business Day day of March, June, September and December of each year shall be payable on the last third Business Day of each following such monthlast day, commencing on the first such date to occur after the Effective Date, ; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an the Issuing Bank pursuant to this paragraph shall be payable in accordance with such Issuing Bank’s applicable procedures relating theretowithin 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). (dc) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative AgentAgent in the Fee Letter. (ed) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an the Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders entitled theretoLenders. Except as may otherwise be separately agreed, fees Fees paid hereunder shall not be refundable under any circumstances. circumstances (f) Notwithstanding other than in the foregoingcase, 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 extent, of any overpayment thereof by the LC Exposure of such Defaulting Lender shall have been reallocated pursuant to Section 2.22(a)(ivBorrower), 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 Borrower agrees to pay to the Administrative Agent in Dollars for the account of each Revolving Lender Lender, in accordance with its Applicable Percentage of Revolving Commitments, a commitment fee, which shall accrue at as specified in the rate definition of 0.50% per annum “Applicable Margin” on the average daily unused amount of the unused Revolving Commitment of such Lender during the period from and including the Effective Closing Date to to, but excluding excluding, the date on which the Revolving Commitments terminate, subject to adjustment as provided in Section 2.22. Accrued commitment fees shall be payable in arrears on the last 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 terminateTermination Date, commencing on the first such date to occur after the date hereofClosing Date, provided that no commitment fee shall accrue on any undrawn Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. 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 Lender. Swingline Loans shall, for purposes of the Swingline Exposure commitment fee calculations only, not be deemed to be a utilization of such Lender shall be disregarded for such purpose)the Revolving Credit Facility. (b) The Borrower agree 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 Letters of Credit, which shall accrue at the same Applicable Rate Margin used to determine the interest rate applicable to Eurocurrency Revolving Loans on the actual daily balance amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date Closing Date, to but excluding the later of the date on which such Revolving Lender’s Revolving Commitment terminates terminates, and the date on which such Lender ceases to have any LC Exposure, (ii) to each of the Issuing Bank in Dollars Banks a fronting fee, which shall accrue at a rate equal to 0.125% per annum or such other rate as may be separately agreed to by the relevant Issuing Bank and the Borrower on the average actual daily balance amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date Closing Date, to but excluding the later of the date of termination of the Revolving Commitments and Commitments, as well as each of the date on which there ceases to be any LC Exposure, and (iii) such Issuing BankBanks’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. (c) . Participation fees and fronting fees accrued through to and including excluding the last Business Day day of March, June, September and December of each year shall be payable on the last third Business Day of each following such monthlast day, commencing on the first such date to occur after the Effective Closing Date, provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an the Issuing Bank Banks pursuant to this paragraph shall be payable in accordance with such Issuing Bank’s applicable procedures relating theretowithin 30 days after written demand (including reasonable supporting documents). 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). (dc) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (ed) All fees payable hereunder shall be paid by the Borrower on the dates due, in immediately available funds, to the Administrative Agent (or to an the Issuing BankBanks, in the case of fees payable to itthem) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders entitled thereto. Except as may otherwise be separately agreed, fees 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 Borrower agrees Borrowers agree to pay to the Administrative Agent in Dollars for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a commitment fee, which shall accrue at a rate equal to the rate of 0.50% Commitment Fee Rate per annum applicable to the Revolving Credit Commitments of such Class on the average daily unused amount of the Unused Revolving Credit Commitment of such Class of such Revolving Lender during the period from and including the Effective Closing Date to but excluding the date on which the such Lender’s Revolving Credit Commitments terminateterminates. Accrued commitment fees shall be payable in arrears on the last Business Day of Marcheach April, JuneJuly, September October and December January (commencing with the last Business Day of each year Fiscal Quarter ended April 30, 2019) for the quarterly period then ended and on the date on which the Revolving Credit Commitments of the applicable Class 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 calculating the commitment feesfees only, a no portion of the Revolving Commitment of a Lender Credit Commitments shall be deemed to be used to the extent utilized as a result of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose)Loans. (b) The Borrower Subject to Section 2.21, the Borrowers agree to pay (i) to the Administrative Agent in Dollars for the account of each Revolving Lender of any Class 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 Eurocurrency 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 daily balance face amount of such Lender’s 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, Exposure attributable to its Revolving Credit Commitment of such Class and (B) the Termination Date and (ii) to each Issuing Bank in Dollars Bank, for its own account, a fronting fee, which shall accrue at 0.125% per annum or such other rate as may be separately agreed to by the relevant Issuing Bank and the Borrower on the average daily balance in respect of the LC Exposure attributable to Letters each Letter of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) 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 such Letter of Credit terminates or (C) the Termination Date, computed at a rate equal to be the rate agreed by such Issuing Bank and the Borrower Representative (but in any LC Exposureevent not to exceed 0.125% per annum) of the daily face amount of such Letter of Credit, and (iii) as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. (c) . Participation fees and fronting fees accrued through and including to the last Business Day of Marcheach April, JuneJuly, September October and December of each year January shall be payable in arrears for the quarterly period then ended on the last Business Day of each such monthfiscal quarter; provided, 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 Credit Commitments terminate of the applicable Class terminate, and any such fees accruing after the date on which the Revolving Credit Commitments of the applicable Class terminate shall be payable on demand. Any other fees payable to an any Issuing Bank pursuant to this paragraph shall be payable in accordance with such Issuing Bank’s applicable procedures relating thereto. All participation fees and fronting fees shall be computed on the basis within 30 days after receipt of a year of 360 days and shall be payable for the actual number of days elapsed written demand (including the first day but excluding the last day)accompanied by reasonable back-up documentation) therefor. (c) [Reserved] (d) [Reserved] (e) The Borrower Representative agrees to pay to the Administrative Agent, for its own account, the fees payable in the amounts and at the times separately agreed upon between by the Initial Borrower and the Administrative AgentAgent in writing (including, without limitation, the First Lien Agency Fee under and as defined in the Fee Letter). (ef) 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 an the applicable Issuing Bank, in the case of fees payable to itany Issuing Bank) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders entitled theretoLenders. Except as may otherwise be separately agreed, fees Fees paid hereunder shall not be refundable under any circumstances, except as otherwise provided in the Fee Letter. Fees payable hereunder shall accrue through and including the last day of the month immediately preceding the applicable fee payment date. (fg) Notwithstanding In the foregoingevent that, and subject on or prior to Section 2.22the date that is twelve months after the Closing Date, a Repricing Transaction occurs, the Borrower Borrowers shall not be obligated pay to pay any amounts to any Defaulting Lender pursuant to this Section 2.12the Administrative Agent, for the ratable account of each applicable Term Lenders, (I) in the case of clauses (a) and any fees that would otherwise be payable to a Defaulting Lender under clause (ic) of Section 2.12(b) shallthe definition of “Repricing Transaction”, to a premium of 1.00% of the extent aggregate principal amount of the LC Exposure of such Defaulting Lender shall have been reallocated Term Loans so prepaid, repaid, refinanced, substituted or replaced (including pursuant to Section 2.22(a)(iv2.19(b)(iv), be paid to ) and (II) in the non-Defaulting Lenders in respect case of clause (b) of the amounts definition of “Repricing Transaction”, a fee equal to 1.00% of the aggregate principal amount of the Term Loans that are the subject of such LC Exposure for which they Repricing Transaction outstanding immediately prior to such amendment. All such amounts shall be liable from time to timedue 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 Borrower agrees to pay to the Administrative Agent in Dollars dollars for the account of each Revolving Lender a commitment fee, which shall accrue at the rate of 0.50% per annum Commitment Fee Rate on the average actual daily unused amount of the Revolving Commitment of such Lender 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 last Business Day 15th day of each 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 hereofMarch 15, 2016. 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 Borrower agree agrees to pay (i) to the Administrative Agent in Dollars dollars for the account of each Revolving 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 Eurocurrency Revolving Loans on the daily balance amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank in Dollars dollars a fronting fee, which shall accrue at the rate of 0.125% per annum or such other rate as may be separately agreed to by the relevant Issuing Bank and the Borrower on the average daily balance amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, and (iii) such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. (c) . Participation fees and fronting fees accrued through and including the last Business Day 15th day of each of March, June, September and December of each year shall be payable on the last Business Day of each such monthday, commencing on the first such date to occur after the Effective DateMarch 15, 2016, provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable in accordance with such Issuing Bank’s applicable procedures relating theretowithin 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). (dc) The Borrower agrees to pay to the Administrative Agent, for its own account, fees an agency fee payable in the amounts amount and at the times separately agreed upon between the Borrower and the Administrative Agent. (ed) All fees payable hereunder The Borrower Parties shall be paid on the dates due, in immediately available funds, pay to the Administrative Agent (or to an Issuing Bankfor the account of each Term B-1 Dollar Lender a ticking fee accruing from and after December 14, in 2015 and until the case earlier of fees payable to it) for distribution, in the case of commitment fees Commitment Termination Date and participation fees, the Effective Date at a rate equal to the Revolving Lenders entitled theretoTerm B-1 Dollar Ticking Fee Rate on the outstanding allocated amount of the commitments of such Lender in respect of the Term B-1 Dollar Loans as of each day during such period. Except Such ticking fees shall be earned as may otherwise they accrue and will be separately agreeddue and payable on the earlier of the Commitment Termination Date and the Effective Date. (e) The Borrower Parties shall pay to the Administrative Agent for the account of each Term B-1 Euro Lender a ticking fee accruing from and after December 18, 2015 and until the earlier of the Commitment Termination Date and the Effective Date at a rate equal to the Term B-1 Euro Ticking Fee Rate on the outstanding allocated amount of the commitments of such Lender in respect of the Term B-1 Euro Loans as of each day during such period. Such ticking fees paid hereunder shall not be refundable under any circumstancesearned as they accrue and will be due and payable on the earlier of the Commitment Termination Date and the Effective Date. (f) The Borrower Parties shall pay to Credit Suisse AG for the account of each Term A Lender a ticking fee accruing from and after October 17, 2015 and until the earlier of the Commitment Termination Date and the Effective Date at a rate equal to the Term A Ticking Fee Rate on the outstanding allocated amount of the commitments of such Lender in respect of the Term A Facility as of each day during such period. Such ticking fees shall be earned as they accrue and will be due and payable on the earlier of the Commitment Termination Date and the Effective Date. (g) 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 except as provided by 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 time2.22.

Fees. (a) The Borrower agrees Borrowers agree to pay to the Administrative Agent in Dollars Agent, for the account of each Revolving Lender a Lender, an unused commitment fee, which shall accrue at fee (the rate of “Unused Commitment Fee”) equal to 0.50% per annum of the daily average of the Aggregate Unused Commitment. Such Unused Commitment Fee shall be calculated on the average daily unused amount basis of the Revolving a year consisting of 360 days. The Unused Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which the Revolving Commitments terminate. Accrued commitment fees Fee shall be payable in arrears on the last Business Day day of March, June, September and December of each year and on the date on which the Revolving Commitments terminateyear, commencing on with the first such date to occur after the date hereof. All commitment fees shall be computed Effective Date, and on the basis Maturity Date for any period then ending for which the Unused Commitment Fee shall not have been theretofore paid. In the event the Aggregate Commitment terminates on any date other than the last day of a year March, June, September or December of 360 days and shall be payable any year, the Borrowers agree to pay to the Administrative Agent, for the actual number account of days elapsed (including each Lender, on the first day but excluding date of such termination, the pro rata portion of the Unused Commitment Fee due for the period from the last day). For purposes day of computing commitment feesthe immediately preceding March, a Revolving Commitment of a Lender shall be deemed to be used June, September or December, as the case may be, to the extent of the outstanding Revolving Loans and LC Exposure of date such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose)termination occurs. (b) The Borrower Borrowers 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 Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Eurodollar Loans on the average daily balance amount of such each Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each the Issuing Bank in Dollars a fronting fee, which shall accrue at the rate equal to one-eighth percent (0.125% %) per annum or such other rate as may be separately agreed to by the relevant Issuing Bank and the Borrower on the average daily balance amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments Aggregate Commitment and the date on which there ceases to be any LC ExposureExposure (but in no event less than $150 per annum), and (iii) such as well as the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. (c) ; provided that no such individual fee shall exceed $500. Participation fees and fronting fees accrued through and including the last Business Day day of March, June, September and December of each year shall be payable on the last third Business Day of each following such monthlast 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 Aggregate Commitment terminates and any such fees accruing after the date on which the Revolving Commitments terminate Aggregate Commitment terminates shall be payable on demand. Any other fees payable to an the Issuing Bank pursuant to this paragraph shall be payable in accordance with such Issuing Bank’s applicable procedures relating theretowithin ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (dc) The Borrower agrees Borrowers agree to pay to the Administrative AgentAgent and the Arrangers, for its own accounttheir respective accounts, the fees set forth in the Fee Letters payable to the Administrative Agent and the Arrangers and such other fees payable in the amounts and at the times separately agreed upon between the Borrower Borrowers, the Administrative Agent and the Administrative AgentArrangers. (ed) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an the Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees Unused Commitment Fees and participation fees, to the Revolving Lenders entitled theretoLenders. Except as may otherwise be separately agreed, fees 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 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 rate of 0.50% per annum Applicable Rate on the average daily unused amount of the Revolving each Commitment of such Lender for each day during the period from and including the Effective Date date hereof to but excluding the date on which the Revolving Commitments terminatesuch Commitment terminates. Accrued commitment fees shall be payable in arrears on the last Business Day day of March, June, September and December of each year and on the date on which the Revolving any Commitments of such Lender shall expire or 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 feesfees 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)Lender. (b) The 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 Letters of Credit, which shall accrue at the Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans on the daily balance 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, (ii) to each Issuing Bank in Dollars a fronting fee, which shall accrue at 0.125% per annum or such other rate as may be separately agreed to by the relevant Issuing Bank and the Borrower on the average daily balance of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, and (iii) such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. (c) Participation fees and fronting fees accrued through and including the last Business Day of March, June, September and December of each year shall be payable on the last Business Day of each such month, commencing on the first such date to occur after the Effective Date, provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable in accordance with such Issuing Bank’s applicable procedures relating thereto. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (d) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (ec) The Borrower agrees to pay (i) to each Revolving Lender, through the Administrative Agent, on the last Business Day of March, June, September and December of each year and on the date on which the Revolving Commitment of such Lender shall be terminated as provided herein, a fee (an "L/C Participation Fee") calculated on such Lender's Pro Rata Percentage of the actual daily aggregate L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) for each day during the preceding quarter (or shorter period commencing with the date hereof or ending with the Revolving Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Commitments of all Lenders shall have been terminated) at a rate per annum equal to the Applicable Margin for Eurodollar Borrowings and (ii) to the Issuing Bank with respect to each Letter of Credit a fronting fee of one quarter of one percent per annum along with the standard issuance and drawing fees specified from time to time by such Issuing Bank (the "Issuing Bank Fees"). All L/C Participation Fees and Issuing Bank Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders entitled thereto, except that the Issuing Bank Fees shall be paid directly to the Issuing Bank. Except as may otherwise be separately agreed, fees Fees paid hereunder shall not be refundable under any circumstances. (fe) Notwithstanding The Borrower agrees to pay to each Lender that executes and delivers a signature page to this Amended and Restated Credit Agreement to the foregoingAdministrative Agent (or its counsel) on or prior to October 2, 2000 an amendment fee in an amount equal to 0.20% of the sum of such Lender's Revolving Exposure, outstanding Term Loans and subject to unused Commitments, in each case as of the date the condition in Section 2.22, 4.03(a) is first satisfied; provided that the Borrower shall have no liability for such amendment fee if the condition in Section 4.03(a) is not be obligated to pay any amounts to any Defaulting Lender pursuant to this Section 2.12, and any fees that would otherwise satisfied. Such amendment fee shall be payable to a Defaulting Lender under clause (i) of on the date the condition in Section 2.12(b4.03(a) shallis first satisfied, to the extent the LC Exposure each Lender entitled to receive such fee as of such Defaulting date and (ii) in the case of any Lender shall have been reallocated pursuant that becomes entitled to Section 2.22(a)(iv)such fee after such date, be paid within two Business Days after such Lender becomes entitled to the non-Defaulting Lenders in respect of the amounts of such LC Exposure for which they shall be liable from time to timefee.

Fees. (a) The Borrower agrees to pay As consideration for its services under this Agreement, Fidelity shall be entitled to the Administrative Agent fees computed in Dollars for the account accordance with Articles I, II, III and IV of each Revolving Lender a commitment fee, which shall accrue at the rate of 0.50% per annum on the average daily unused 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 Revolving Commitment 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 such Lender 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 period from and including implementation process. The annual base fees in Article II will become effective as of the Effective Date to but excluding earlier of the date on which the Revolving Commitments terminatetelephone exchange service becomes available to Participants and/or the Employer, or the date Fidelity processes withdrawals. Accrued commitment These fees shall will be payable prorated through the end of the initial quarter. All Fidelity fees in Articles II, III and IV will be billed in arrears to the Employer 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 hereofa quarterly basis. All commitment fees shall be computed on the basis of An Employee is treated as a year of 360 days and shall be payable Participant 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 annual per-participant fee if he/she has an account balance on any day of the outstanding Revolving Loans 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 LC Exposure each quarter thereafter in the billing cycle. The trustee fees in Article III will become effective as of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The 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 Letters of Credit, which shall accrue at the Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans on the daily balance 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 Plan's Effective Date in Section 1.01(g) of the date on which such Lender ceases Adoption Agreement or the Implementation Date. If payment of the aforementioned fees is not received by Fidelity within sixty days of receipt of Fidelity's quarterly invoice, or the fees are to have any LC Exposure, (ii) to each Issuing Bank in Dollars a fronting fee, which shall accrue at 0.125% per annum or such other rate as may be separately agreed to paid by the relevant Issuing Bank and Participants, then the Borrower on fees shall be paid from the average daily balance of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, and (iii) 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 or processing of drawings thereunder. (c) Participation fees and fronting fees accrued through and including the last Business Day of March, June, September and December of each year shall be payable on the last Business Day of each such month, commencing on the first such date to occur after the Effective Date, provided that all such fees shall be payable on charged against the date on which respective accounts of all Participants in such reasonable manner as the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable in accordance with such Issuing Bank’s applicable procedures relating thereto. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)Trustee may determine. (d) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (e) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders entitled thereto. Except as 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. (ai) The U.S. Borrower agrees to pay to each Lender in respect of a Tranche of Revolving Loans (other than any Defaulting Lender), through the Administrative Agent in Dollars for the account of each Revolving Lender a commitment feeAgent, which shall accrue at the rate of 0.50% per annum on the average daily unused amount of the Revolving Commitment of such Lender 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 three Business Days after the last Business Day day of March, June, September and December of in each year year, and on three Business Days after the date on which the Revolving Facility Commitments terminateof all the Lenders in respect of such Tranche shall be terminated as provided herein, commencing a commitment fee (a “Commitment Fee”) on the first daily amount of the Available Unused Commitment of such date Lender attributable to occur after such Tranche during the preceding quarter (or other period ending with the date hereofon which the last of the Commitments of such Lender in respect of such Tranche shall be terminated) at a rate equal to 0.50% per annum. All commitment fees Commitment Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including in a year of 360 days. For the first day but excluding purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender in respect of any Tranche of Revolving Loans shall commence to accrue on the Closing Date and shall cease to accrue on the date on which the last day)of the Commitments of such Lender in respect of such Tranche shall be terminated as provided herein. For purposes of computing commitment feesthe average daily amount of any Revolving L/C Exposure for any period under this Section 2.13(a)(i) and under Section 2.13(b), a the average daily amount of Alternative Currency Revolving Commitment of a Lender L/C Exposure for such period shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The Borrower agree to pay calculated by multiplying (i) to the Administrative Agent in Dollars for the account of each Revolving 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 Eurocurrency Revolving Loans on the daily balance 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, (ii) to each Issuing Bank in Dollars a fronting fee, which shall accrue at 0.125% per annum or such other rate as may be separately agreed to by the relevant Issuing Bank and the Borrower on the average daily balance of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, and (iii) such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any each Alternative Currency Letter of Credit or processing (expressed in the currency in which such Alternative Currency Letter of drawings thereunder. Credit is denominated) by (cii) Participation fees and fronting fees accrued through and including the last Business Day Exchange Rate for the Alternative Currency in which such Letter of March, June, September and December of each year shall be payable Credit is denominated in effect on the last Business Day of each such month, commencing on the first period or by such date to occur after the Effective Date, provided other reasonable method that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable in accordance with such Issuing Bank’s applicable procedures relating thereto. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (d) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (e) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders entitled theretodeems appropriate. Except as may otherwise be separately agreed, fees Any Commitment Fee 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 Canadian Tranche (i) shall be liable from time paid to timeeach Canadian Tranche Lender’s Canadian Lending Office to the extent paid by the Canadian Borrower and (ii) shall be paid to each Canadian Tranche Lender’s U.S. Lending Office to the extent paid by the U.S. Borrower.

Fees. (a) The Borrower Company agrees to pay to the Administrative Agent in Dollars Agent, for the account of each Revolving Lender US Tranche Lender, a commitment fee, fee which shall accrue at the rate of 0.50% per annum Applicable Rate on the average daily unused amount portion of the US Tranche Revolving Commitment of such US Tranche Lender during the period from and including the Effective Date to but excluding the date on which such US Tranche Revolving Commitment terminates. The European Borrowers agree to pay to the Revolving Commitments terminateEuropean Agent for the account of each European Tranche Lender a commitment fee, which shall accrue at the Applicable Rate on the daily unused portion of the European Tranche Commitment of such European Tranche Lender during the period from and including the Effective Date to but excluding the date on which such European Tranche Commitment terminates. The Company shall pay any commitment fee described hereunder that is not paid by any other Borrower when due. Any payment required to be made pursuant to this paragraph (a) by the Company to the European Agent shall be made to the Administrative Agent, as a sub-agent for the European Agent, as applicable, in New York, New York for the account of the applicable Lenders. Accrued commitment fees shall be payable in arrears on the last 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 outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The Borrower agree Company agrees to pay (i) to the Administrative Agent in Dollars for the account of each Revolving US Tranche Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans on the average daily balance 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 US Tranche Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each the Issuing Bank in Dollars a fronting fee, which fee shall accrue at the rate of 0.125% per annum or such other rate as may be separately agreed to by the relevant Issuing Bank and the Borrower on the average daily balance amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) with respect to Letters of Credit issued by the Issuing Bank, during the period from and including the Effective Date to but excluding the later of the date of termination of the US Tranche Revolving Commitments and the date on which there ceases to be any LC Exposure, and (iii) such as well as the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. (c) . Participation fees and fronting fees accrued through and including the last Business Day day of March, June, September and December of each year shall be payable on the last third Business Day of each following such monthlast 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 US Tranche Revolving Commitments terminate and any such fees accruing after the date on which the US Tranche Revolving Commitments terminate shall be payable on demand. Any other fees payable to an the Issuing Bank pursuant to this paragraph shall be payable in accordance with such Issuing Bank’s applicable procedures relating theretowithin 10 days after demand (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 (including the first day but excluding the last day). (dc) The Borrower Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower Company and the Administrative Agent. The Company and the Borrowers jointly and severally agree to pay to the European Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the European Agent. (ed) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Applicable Agent (or to an the 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 entitled theretoLenders. Except as may otherwise be separately agreed, fees 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 Borrower agrees Borrowers, jointly and severally, agree to pay to the Administrative Agent in Dollars for the account of each Revolving Lender a commitment feefee (“Revolving Commitment Fee”), which shall accrue at the rate of 0.50% per annum Revolving Facility Applicable Margin on the average daily unused amount of the unused Revolving Commitment of such Revolving Lender during the period from and including the Effective Closing Date to but excluding the date on which the Revolving Commitments terminateCommitment of such Revolving Lender terminates. Accrued commitment fees Revolving Commitment Fees shall be payable in arrears on the last Business Day 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 commitment fees Revolving Commitment Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The Borrower Borrowers, jointly and severally, 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 Letters of Credit, which shall accrue at the then-applicable Revolving Facility Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans Margin for each day on the average daily balance amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective 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 LC Exposure, Exposure and (ii) to each the Issuing Bank in Dollars for its own account a fronting fee, which shall accrue at the rate of 0.125% per annum or such other rate as may be separately agreed to by the relevant Issuing Bank and the Borrower on the average daily balance amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by 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 LC Exposure, and (iii) such as well as the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. (c) Participation . Unless otherwise specified above, participation fees and fronting fees accrued through and including the last Business Day day of March, June, September and December of each year shall be payable on the last third (3rd) Business Day of each following such monthlast day, commencing on the first such date to occur after the Effective Closing Date, ; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an the Issuing Bank pursuant to this paragraph shall be payable in accordance with such Issuing Bank’s applicable procedures relating theretowithin ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (dc) The Borrower agrees Borrowers, jointly and severally, agree to pay to the Administrative Agent, for its own account, the administrative fees payable in the amounts and at the times separately agreed upon between the Borrower Rovi and the Administrative Agent. Agent (e) All fees payable hereunder the “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 an the Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees Revolving Commitment Fees and participation fees, to the Revolving Lenders entitled theretoLenders. Except as may otherwise be separately agreed, Any such 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 Borrower agrees Borrowers agree to pay to the Administrative Agent in Dollars a commitment fee for the account of each Revolving Lender a commitment feeLender, which shall accrue at the rate of 0.50% per annum Applicable Rate on the average daily unused amount of the undrawn portion of the Revolving Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which the Lenders’ Revolving Commitments terminate; it being understood that the LC Exposure of a Lender shall be included and the Swingline Exposure of a Lender shall be excluded in the drawn portion of the Revolving Commitment of such Lender for purposes of calculating the commitment fee. Accrued commitment fees shall be payable in arrears on the last Business Day 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 outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The Borrower Borrowers 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 Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Eurodollar Revolving Loans on the daily balance amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each the Issuing Bank in Dollars a fronting fee, which shall accrue at 0.125the rate of 0.25% per annum or such other rate as may be separately agreed to by the relevant Issuing Bank and the Borrower on the average daily balance amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, and (iii) such as well as the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. (c) . Participation fees and fronting fees accrued through and including the last Business Day day of March, June, September and December of each year shall be payable on the last third Business Day of each following such monthlast day, commencing on the first such date to occur after the Effective Date, ; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an the Issuing Bank pursuant to this paragraph shall be payable in accordance with such Issuing Bank’s applicable procedures relating theretowithin ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (dc) The Borrower agrees Borrowers agree to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower Borrowers and the Administrative Agent. (ed) All fees payable hereunder shall be paid on the dates due, in dollars in immediately available funds, to the Administrative Agent (or to an the Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders entitled thereto. Except as may otherwise be separately agreed, fees 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 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 rate of 0.50% per annum Applicable Rate on the average daily unused amount of the Revolving Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which the Revolving Commitments terminateCommitment Termination Date applicable to such Lender's Revolving Commitment. Accrued commitment fees shall be payable in Dollars and in arrears on the last Business Day of March, June, September and December each Quarterly Date of each year and on the date on which the Revolving Commitments terminateCommitment Termination Date, commencing on the first such date to occur after the date hereofEffective 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 the Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The Borrower agree agrees to pay in Dollars (i) to the Administrative Agent in Dollars for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the as interest rate applicable to Eurocurrency Revolving Loans on Fixed Rate Borrowings on the average daily balance Dollar Amount of such Lender’s '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 LC Exposure, and (ii) to each the Issuing Bank in Dollars upon issuance of any Letter of Credit by such Issuing Bank a fronting fee, which shall accrue fee equal to an amount calculated at the rate of 0.125% per annum or such other rate as may be separately agreed to by the relevant Issuing Bank and the Borrower based on the average daily balance stated Dollar Amount and term of such Letter of Credit, as well as the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, and (iii) such Issuing Bank’s 's standard fees with respect to the administration, issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. (c) . Participation fees and fronting fees accrued through and including the last Business Day of March, June, September and December of each year shall be payable in Dollars in arrears on the last third Business Day of following each such monthQuarterly Date, commencing on the first such date to occur after the Effective Date, ; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an the Issuing Bank pursuant to this paragraph Section 2.13(b) shall be payable in accordance with such Issuing Bank’s applicable procedures relating theretowithin 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). (dc) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon in writing between the Borrower and the Administrative AgentAgent (including, without limitation, all fees due and payable pursuant to the terms of the Fee Letter). (ed) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an the Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders entitled theretoLenders. Except as may otherwise be separately agreed, fees Fees paid hereunder shall not be refundable under any circumstances. (fe) Notwithstanding anything to the foregoing, and subject to Section 2.22, the Borrower shall not be obligated to pay any amounts to any Defaulting Lender pursuant to contrary in this Section 2.122.13, all commitment fees, facility fees, participation fees and any fronting fees that would otherwise with respect to letters of credit and administrative agency fees for periods to but excluding the Effective Date shall accrue and be payable to a Defaulting Lender under clause as provided in the Existing Credit Agreement or Fee Letter (i) of Section 2.12(b) shall, to as defined in the extent the LC Exposure of such Defaulting Lender shall have been reallocated pursuant to Section 2.22(a)(ivExisting Credit Agreement), 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 timeas applicable.

Fees. (a) The Borrower 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 rate of 0.50% per annum Applicable Rate set forth in the definition thereof under the column entitled “Commitment Fee Rate” on the average daily unused amount of the Revolving Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which the Revolving Commitments terminateAvailability Period. Accrued commitment fees shall be payable in arrears on the last Business Day of March, June, September and December of each year year, commencing on the second such date to occur after the Effective Date and on the date on which the such 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 feesfees with respect to Revolving Commitments, a Revolving Commitment of 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 Borrower Borrowers agree to pay (i) to the Administrative Agent in Dollars for the account of each Revolving Lender a participation fee (a “LC Participation Fee”) with respect to its participations in 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 Eurocurrency Revolving Loans on the average daily balance amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Commitment terminates and the date on which such Revolving Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank in Dollars a fronting fee, which shall accrue at 0.125the rate of 0.15% per annum or such other rate as may be separately agreed to by the relevant Issuing Bank and the Borrower on the average daily balance amount of the its LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, and (iii) as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. (c) . LC Participation fees Fees and fronting fees accrued through and including the last Business Day day of March, June, September and December of each year shall be payable in arrears on the last third Business Day of each following such monthlast day, commencing on the first second such date to occur after the Effective Date, ; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an any Issuing Bank pursuant to this paragraph shall be payable in accordance with such Issuing Bankwithin 30 days after the Borrower’s applicable procedures relating theretoreceipt of a reasonably detailed written statement therefor. All participation fees LC Participation Fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (dc) The Borrower agrees Borrowers agree to pay to the Administrative Agent, for its own account, the agency fees payable in the amounts and at the times separately agreed upon between set forth in the Borrower and the Administrative AgentFee Letter. (ed) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an the applicable Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation feesLC Participation Fees, to the Revolving Lenders entitled thereto. Except as may otherwise be separately agreed, fees 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 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 rate of 0.50% per annum Applicable Rate on the average daily unused amount of the each Revolving Commitment of such Lender 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 last Business Day day of March, June, September and December of each year and on the date dates 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 feesfees 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 Borrower agree 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 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 Eurocurrency Eurodollar Revolving Loans on the daily balance amount of such Lender’s '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 LC Exposure, and (ii) to each the Issuing Bank in Dollars a fronting fee, which shall accrue at the rate of 0.125% per annum or such other rate as may be separately agreed to by the relevant Issuing Bank and the Borrower on the average daily balance amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, and (iii) such as well as the Issuing Bank’s 's standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. (c) . Participation fees and fronting fees accrued through and including the last Business Day day of March, June, September and December of each year shall be payable in arrears on the last third Business Day of each following such monthlast day, commencing on the first such date to occur after the Effective Date, ; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an the Issuing Bank pursuant to this paragraph shall be payable in accordance with such Issuing Bank’s applicable procedures relating theretowithin 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). (dc) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (ed) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an the Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders entitled thereto. Except as may otherwise be separately agreed, fees 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 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 rate of 0.50% per annum Applicable Rate on the average daily unused amount of the Revolving Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which the such Revolving Commitments terminateCommitment terminates. Accrued commitment fees shall be payable in arrears on the last Business Day 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 feesfees 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 Borrower agree 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 Letters of Credit, which shall accrue at the same Applicable Rate used to determine the as interest rate applicable to Eurocurrency on Eurodollar Revolving Loans on the average daily balance amount of such Lender’s '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 LC Exposure, and (ii) to each the Issuing Bank in Dollars a fronting fee, which shall accrue at 0.125the rate of 0.25% per annum or such other rate as may be separately agreed to by the relevant Issuing Bank and the Borrower on the average daily balance amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, and (iii) such as well as the Issuing Bank’s 's standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. (c) . Participation fees and fronting fees accrued through and including the last Business Day day of March, June, September and December of each year shall be payable on the last third Business Day of each following such monthlast day, commencing on the first such date to occur after the Effective Date, provided ; PROVIDED that all such fees shall be payable 57 52 on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an the Issuing Bank pursuant to this paragraph shall be payable in accordance with such Issuing Bank’s applicable procedures relating theretowithin 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). (dc) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (ed) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an the Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders entitled thereto. Except as may otherwise be separately agreed, fees 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 Borrower agrees to pay to the Administrative Agent in Dollars for the account of each Revolving Lender a commitment fee, which shall accrue accrue, for each day at the rate of 0.50% per annum Applicable Rate for such day, on the average daily unused amount of the Revolving Commitment of such Lender for each day during the period from and including the Effective Date to but excluding the date on which the Revolving Commitments terminatesuch Commitment terminates. Accrued commitment fees shall be payable in arrears on the last Business Day 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 outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The Borrower agree 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 Letters of Credit, which shall accrue for each day at the Applicable Rate used to determine the interest rate applicable to Eurocurrency LIBO Rate Revolving Loans for such day, on the average daily balance amount of such Lender’s 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 LC Exposure, and (ii) to each Issuing Bank in Dollars a fronting fee, which shall accrue at 0.125% the rate or rates per annum or such other rate as may be separately agreed to by upon between the relevant Borrower and such Issuing Bank and the Borrower on the average daily balance of the aggregate LC Exposure attributable to Letters of Credit issued by such Issuing Bank (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 of termination of the Revolving Commitments and the date on which there ceases to be any such LC Exposure, and (iii) such as well as each Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. (c) . Participation fees and fronting fees accrued through and including the last Business Day day of March, June, September and December of each year shall be payable on the last third Business Day of each following such monthlast day, commencing on the first such date to occur after the Effective Date, ; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable in accordance with such Issuing Bank’s applicable procedures relating theretowithin 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). (dc) The Borrower agrees to pay to the Administrative AgentAgent and the Arranger, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower Borrower, the Administrative Agent and the Administrative AgentArranger. (ed) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders entitled thereto. Except as may otherwise be separately agreed, fees 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 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 rate of 0.50% per annum Revolving Loan Applicable Rate on the average daily unused amount of the each Revolving Commitment of such Lender during the period from and including the Effective Original Closing Date to but excluding the date on which the aggregate Revolving Commitments terminate. Accrued commitment fees shall be payable in arrears in respect of the 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 hereofOriginal 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 feesfees 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 Borrower agree 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 Letters of Credit, which shall accrue at the same Revolving Loan Applicable Rate used to determine the interest rate applicable to Eurocurrency Eurodollar Revolving Loans (minus 0.125% per annum) on the average daily balance amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Original Closing Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each the Issuing Bank in Dollars a fronting fee, which shall accrue at a rate equal to 0.125% per annum or such other rate as may be separately agreed to by the relevant Issuing Bank and the Borrower on the average daily balance amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Original Closing Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, and (iii) such as well as the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. (c) . Participation fees and fronting fees accrued through and including shall be payable on the last Business Day of March, June, September and December of each year shall be payable on the last Business Day of each such monthyear, commencing on the first such date to occur after the Effective Original Closing Date, provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an the Issuing Bank pursuant to this paragraph shall be payable in accordance with such Issuing Bank’s applicable procedures relating theretowithin 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). (dc) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (ed) All fees payable hereunder shall be paid on the dates due, in immediately immediately, available funds, to the Administrative Agent (or to an the Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders entitled thereto. Except as may otherwise be separately agreed, fees 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 Borrower agrees Borrowers agree to pay to the Administrative Agent in Dollars for the account of each Revolving Lender of any Class (other than any Defaulting Lender) a commitment fee, which shall accrue at a rate equal to the rate of 0.50% Commitment Fee Rate per annum applicable to the Revolving Credit Commitments of such Class on the average daily unused amount of the Unused Revolving Credit Commitment of such Class of such Revolving Lender during the period from and including the Effective Closing Date to but excluding the date on which the such Lender’s Revolving Credit Commitments terminateterminates. Accrued commitment fees shall be payable in arrears on the last Business Day of Marcheach April, JuneJuly, September October and December January (commencing with the last Business Day of each year Fiscal Quarter ended April 30, 2019) for the quarterly period then ended and on the date on which the Revolving Credit Commitments of the applicable Class 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 calculating the commitment feesfees only, a no portion of the Revolving Commitment of a Lender Credit Commitments shall be deemed to be used to the extent utilized as a result of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose)Loans. (b) The Borrower Subject to Section 2.21, the Borrowers agree to pay (i) to the Administrative Agent in Dollars for the account of each Revolving Lender of any Class 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 Eurocurrency 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 daily balance face amount of such Lender’s 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, Exposure attributable to its Revolving Credit Commitment of such Class and (B) the Termination Date and (ii) to each Issuing Bank in Dollars Bank, for its own account, a fronting fee, which shall accrue at 0.125% per annum or such other rate as may be separately agreed to by the relevant Issuing Bank and the Borrower on the average daily balance in respect of the LC Exposure attributable to Letters each Letter of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) 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 such Letter of Credit terminates or (C) the Termination Date, computed at a rate equal to be the rate agreed by such Issuing Bank and the Borrower Representative (but in any LC Exposureevent not to exceed 0.125% per annum) of the daily face amount of such Letter of Credit, and (iii) as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. (c) . Participation fees and fronting fees accrued through and including to the last Business Day of Marcheach April, JuneJuly, September October and December of each year January shall be payable in arrears for the quarterly period then ended on the last Business Day of each such monthfiscal quarter; provided, 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 Credit Commitments terminate of the applicable Class terminate, and any such fees accruing after the date on which the Revolving Credit Commitments of the applicable Class terminate shall be payable on demand. Any other fees payable to an any Issuing Bank pursuant to this paragraph shall be payable in accordance with such Issuing Bank’s applicable procedures relating thereto. All participation fees and fronting fees shall be computed on the basis within 30 days after receipt of a year of 360 days and shall be payable for the actual number of days elapsed written demand (including the first day but excluding the last day)accompanied by reasonable back-up documentation) therefor. (c) [Reserved] (d) [Reserved] (e) The Borrower Representative agrees to pay to the Administrative Agent, for its own account, the fees payable in the amounts and at the times separately agreed upon between by the Initial Borrower and the Administrative AgentAgent in writing (including, without limitation, the First Lien Agency Fee under and as defined in the Fee Letter). (ef) 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 an the applicable Issuing Bank, in the case of fees payable to itany Issuing Bank) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders entitled theretoLenders. Except as may otherwise be separately agreed, fees Fees paid hereunder shall not be refundable under any circumstances, except as otherwise provided in the Fee Letter. Fees payable hereunder shall accrue through and including the last day of the month immediately preceding the applicable fee payment date. (fg) Notwithstanding In the foregoingevent that, and subject on or prior to Section 2.22the date that is six months after the Amendment No. 4 Closing Date, a Repricing Transaction occurs, the Borrower Borrowers shall not be obligated pay to pay any amounts to any Defaulting Lender pursuant to this Section 2.12the Administrative Agent, for the ratable account of each applicable Initial Term Loan Lenders, (I) in the case of clauses (a) and any fees that would otherwise be payable to a Defaulting Lender under clause (ic) of Section 2.12(b) shallthe definition of “Repricing Transaction”, to a premium of 1.00% of the extent aggregate principal amount of the LC Exposure of such Defaulting Lender shall have been reallocated Initial Term Loans so prepaid, repaid, refinanced, substituted or replaced (including pursuant to Section 2.22(a)(iv2.19(b)(iv), be paid to ) and (II) in the non-Defaulting Lenders in respect case of clause (b) of the amounts 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 LC Exposure for which they Repricing Transaction outstanding immediately prior to such amendment. All such amounts shall be liable from time to timedue 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 Borrower agrees to pay to the Administrative Agent in Dollars 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 rate of 0.50% per annum Applicable Rate on the average daily unused amount of by which the Revolving Commitment of such Lender exceeds such Lender’s Credit Exposure during the period from and including the Effective Date to but excluding the date on which the Revolving Commitments terminateTermination Date. Accrued commitment fees shall be payable in arrears on the last Business Day 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 outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The Borrower agree 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 Letters of Credit, which shall accrue at a per annum rate equal to the Applicable Rate Margin used to determine the interest rate applicable to Eurocurrency Revolving Eurodollar Loans on the average daily balance amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank in Dollars a fronting fee, which shall accrue at the rate of 0.125% per annum or such other rate as may be separately agreed to by the relevant Issuing Bank and the Borrower on the average daily balance amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) with respect to Letters of Credit issued by such Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, and (iii) as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. (c) . Participation fees and fronting fees accrued through and including the last Business Day day of March, June, September and December of each year shall be payable on the such last Business Day of each such monthday, commencing on the first such date to occur after the Effective Date, date hereof; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an any Issuing Bank pursuant to this paragraph shall be payable in accordance with such Issuing Bank’s applicable procedures relating theretowithin 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). (dc) The Borrower agrees to pay to the Administrative Agent, for its own accountPersons entitled thereto, fees payable in the amounts and at the times separately agreed upon between set forth in the Borrower and the Administrative AgentFee Letter. (ed) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders entitled theretoLenders. Except as may otherwise be separately agreed, fees 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 Borrower Company agrees to pay to the Administrative Agent in Dollars for the account of each Revolving Lender Lender, in accordance with its Applicable Percentage, a commitment feefee 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, which 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 at the rate of 0.50% per annum on the average daily unused amount of the Revolving Commitment of such Lender during the period Lender’s Credit Exposure from and including the Effective Date date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Credit Exposure. For the Revolving avoidance of doubt, the outstanding principal amount of Swingline Loans shall not be counted towards or considered usage of the Commitments terminatefor purposes of determining the commitment fee. Accrued commitment fees shall be payable in arrears on the last Business Day 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; provided that any commitment fees accruing after the date hereofon 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). For purposes of computing commitment fees, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The Borrower agree Company 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 Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans on the average daily balance Dollar Amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, Exposure and (ii) to each the relevant Issuing Bank in Dollars for its own account a fronting fee, which shall accrue at the rate of 0.125% per annum or such other rate as may be separately agreed to by the relevant Issuing Bank and the Borrower on the average daily balance Dollar Amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Bank during the period from and including the 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, and (iii) as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. (c) Participation . Unless otherwise specified above, participation fees and fronting fees accrued through and including the last Business Day day of March, June, September and December of each year shall be payable on the last third (3rd) Business Day of each following such monthlast day, commencing on the first such date to occur after the Effective Date, ; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an any Issuing Bank pursuant to this paragraph shall be payable in accordance with such Issuing Bank’s applicable procedures relating theretowithin ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Participation fees and fronting fees in respect of Letters of Credit denominated in Dollars shall be paid in Dollars, and participation fees and fronting fees in respect of Letters of Credit denominated in a Foreign Currency shall be paid in such Foreign Currency. (dc) The Borrower Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower Company and the Administrative Agent. (ed) All fees payable hereunder shall be paid on the dates due, in Dollars (except as otherwise expressly provided in this Section 2.12) and immediately available funds, to the Administrative Agent (or to an each Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders entitled theretoapplicable Lenders. Except as may otherwise be separately agreed, Fees (other than fees calculated in error) 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 Borrower Company agrees to pay to the Administrative Agent Agent, in Dollars US Dollars, for the account of each Revolving Lender a commitment feefee (the “Revolving Commitment Fee”), which shall accrue at the rate of 0.50% per annum Applicable Rate on the average daily unused amount of the Revolving Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which the such Revolving Commitments terminateCommitment terminates. Accrued commitment fees shall be payable in arrears on Revolving Commitment Fees accrued through and including the last Business Day day of March, June, September and December of each year and shall be made payable in arrears on the date on which the Revolving Commitments terminatefirst Business Day after such last day, commencing on the first such date to occur after the Effective Date, and accrued Revolving Commitment Fees shall also be payable in arrears on the date hereofon which the Revolving Commitments terminate. All commitment fees Revolving 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 feesRevolving Commitment Fees, (i) a Revolving Commitment of a Revolving Lender (other than PNC) 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 Revolving Lender shall be disregarded for such purpose) and (ii) the Revolving Commitment of PNC shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of PNC and the outstanding Swingline Loans (except any portion of Swingline Loans that are subject to participations purchased by the Revolving Lenders pursuant to Section 2.22(c)). (b) The Borrower agree Company agrees to pay to the Administrative Agent, in US Dollars, for the account of each Delayed Draw Term Lender a ticking fee (the “Delayed Draw Term Ticking Fee”), which shall accrue at 0.175% per annum on the daily amount of the Delayed Draw Term Commitment of such Lender during the period (the “Delayed Draw Term Ticking Fee Accrual Period”) that (i) commences on the date that is 60 days after the Signing Date and (ii) ends on the earlier of (A) the Delayed Draw Term Funding Date and (B) the date on which the Delayed Draw Term Commitment of such Lender terminates. Accrued Delayed Draw Term Ticking Fees shall be payable in arrears on the last day of the Delayed Draw Term Ticking Fee Accrual Period. All Delayed Draw Term 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). (c) The Company agrees to pay (i) to the Administrative Agent Agent, in Dollars US Dollars, for the account of each Revolving 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 Eurocurrency LIBOR Revolving Loans on the average daily balance amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Commitment terminates and the date on which such Revolving Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank in Dollars a fronting fee, in US Dollars, which shall accrue at 0.125% per annum or such other rate as may be separately agreed to by the relevant Issuing Bank and the Borrower on the average daily balance amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any such LC Exposure, and (iii) as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. (c) . Participation fees and fronting fees accrued through and including the last Business Day day of March, June, September and December of each year shall be payable in arrears on the last first Business Day of each after such monthlast day following such day, commencing on the first such date to occur after the Effective Date, ; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable in accordance with such Issuing Bank’s applicable procedures relating theretowithin 15 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (d) The Borrower Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower Company and the Administrative Agent. (e) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees the Revolving Commitment Fee, the Delayed Draw Term Ticking Fee and the Letter of Credit participation fees, to the Revolving Lenders entitled thereto. Except as may otherwise be separately agreed, fees 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 Each Borrower agrees to pay to the Administrative Agent in Dollars dollars for the account of each Revolving Lender a commitment fee, which shall accrue at the rate of 0.50% per annum on the average actual daily unused amount of the Revolving Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which the Revolving Commitments terminate. Accrued Beginning with March 31, 2020, accrued commitment fees shall be payable in arrears on the last 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 outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The Each Borrower agree agrees to pay (i) to the Administrative Agent in Dollars 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 Rate, in each case, used to determine the interest rate applicable to Eurocurrency Revolving Loans on the daily balance amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) ), during the period from and including the Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Commitment terminates and the date on which such Revolving Lender ceases to have any LC Exposure. In addition, (ii) each Borrower agrees to pay to each Issuing Bank in Dollars Bank, for its own account, a fronting fee, which shall accrue in respect of each Letter of Credit issued by such Issuing Bank for the Borrowers for the period from the date of issuance of such Letter of Credit through the expiration date of such Letter of Credit (or if terminated on an earlier date to the termination date of such Letter of Credit), computed at a rate equal to 0.125% per annum or such other rate as may percentage per annum to be separately agreed to by upon between the relevant Issuing Bank Borrowers and the Borrower on the average daily balance of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date daily outstanding amount of termination such Letter of the Revolving Commitments and the date on which there ceases to be any LC ExposureCredit, and (iii) as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. (c) . Participation fees and fronting fees accrued through and including the last Business Day day of March, June, September and December of each year shall be payable on the last third Business Day of each following such monthlast day, commencing on the first such date to occur after the Effective DateMarch 31, 2020; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable in accordance with such Issuing Bank’s applicable procedures relating theretodemand until the expiration or cancellation of all outstanding Letters of Credit. 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)elapsed. (d) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (ec) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders entitled thereto. Except as may otherwise be separately agreed, fees Fees paid hereunder shall not be refundable under any circumstances. (fd) 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, the no Borrower shall not be obligated to pay any amounts to any Defaulting Lender pursuant to this Section 2.12, and any fees ; provided that would otherwise such amounts shall be payable to any non-Defaulting Lender which assumes the obligations of 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 Borrower agrees to pay to the Administrative Agent in Dollars dollars for the account of each Revolving Lender a commitment fee, which shall accrue at the rate of 0.500.25% per annum on the average actual daily unused amount of the Revolving Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which the Revolving Commitments terminate. Accrued commitment Commitment fees shall be payable in arrears on accrued through and including the last Business Day day of March, June, September and December of each year shall be payable in arrears on the fifteenth day following such last day and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereofOctober 15, 2021. 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 last daydate on which the Revolving Commitments terminate). 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)Lender. (b) The Borrower agree 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 Letters of Credit, which shall accrue at the Applicable Rate Rate, in each case, used to determine the interest rate applicable to Eurocurrency Term SOFR Revolving Loans Loans, on the daily balance amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) ), during the period from and including the Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Commitment terminates and the date on which such Revolving Lender ceases to have any LC Exposure. In addition, (ii) the Borrower agrees to pay to the Administrative Agent for the account of each Issuing Bank in Dollars Bank, a fronting feefee in respect of each Letter of Credit issued by such Issuing Bank to the Borrower for the period from the date of issuance of such Letter of Credit through the expiration date of such Letter of Credit (or if terminated on an earlier date to the termination date of such Letter of Credit), which shall accrue computed at a rate equal to 0.125% per annum or such other rate as may percentage per annum to be separately agreed to by the relevant Issuing Bank and upon between the Borrower on the average daily balance of the LC Exposure attributable to Letters of Credit issued by and such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date daily outstanding amount of termination such Letter of the Revolving Commitments and the date on which there ceases to be any LC ExposureCredit, and (iii) as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. (c) . Participation fees and fronting fees accrued through and including the last Business Day day of March, June, September and December of each year shall be payable on the last Business Day 15th of January, April, July and October of each such monthyear, commencing on the first such date to occur after the Effective DateOctober 15, 2021; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable in accordance with such Issuing Bank’s applicable procedures relating theretodemand until the expiration or cancellation of all outstanding Letters of Credit. 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)elapsed. (dc) The Upon the earliest to occur of (i) the Revolving Maturity Date, (ii) the date of the acceleration of the Loan Document Obligations pursuant to Article VII and (iii) the date on which the outstanding principal amount of the Loans is paid in full (such earliest date, the “Exit Fee Trigger Date”), the Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at pro rata benefit of the times separately agreed upon between the Borrower and the Administrative Agent. Fourth Amendment Consenting Lenders (e) All fees payable hereunder shall be paid based on the dates duerespective amount of Commitments held by each Fourth Amendment Consenting Lender as of the Fourth Amendment Effective Date as a percentage of the aggregate amount of Commitments held by all Fourth Amendment Consenting Lenders as of the Fourth Amendment Effective Date), an exit fee (the “Exit Fee”) in immediately available funds, an amount equal to (x) 1.0% of the aggregate amount of Commitments held by all Fourth Amendment Consenting Lenders as of the Fourth Amendment Effective Date less (y) the aggregate amount paid to the Administrative Agent (or to an Issuing Bank, in Fourth Amendment Consenting Lenders on the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders entitled thereto. Except as 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 Fourth Amendment Operative Date pursuant to Section 2.22(a)(iv), 1.05(l) of the Fourth Amendment. The Exit Fee shall be paid fully earned on the Fourth Amendment Effective Date and shall be due and payable on the Exit Fee Trigger Date. The agreement of the Borrower to pay the Exit Fee to the non-Defaulting Fourth Amendment Consenting Lenders in respect of is a material inducement to the amounts of such LC Exposure for which they shall be liable from time Fourth Amendment Consenting Lenders to timeenter into the Fourth Amendment.

Fees. (a) The Borrower Company agrees to pay to the Administrative US Agent in Dollars for ---- the account of each Revolving Lender a commitment fee, which shall accrue at the rate of 0.50% per annum Applicable Rate on the average daily unused amount of the Revolving each Commitment of such Lender during the period from and including the Effective Date date of this Agreement to but excluding the date on which the Revolving Commitments terminatesuch Commitment terminates. Accrued commitment fees shall be payable in arrears on the last Business Day day of March, June, September and December of each year and on the each date on which the Revolving Commitments of any Class shall terminate, commencing on the first such date to occur after the date hereof. All commitment fees shall will be computed on the basis of a year of 360 days and shall will be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment feesfees 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)Lender. (b) CBIL agrees to pay to the Canadian Agent, for the account of each Canadian Term Lender, on each date on which B/As are accepted hereunder, an acceptance fee computed by multiplying (i) the product of the face amount of each B/A accepted by such Lender and the Applicable Rate by (ii) a fraction the numerator of which is the number of days in the Contract Period applicable to such B/A and the denominator of which is 365. (c) The Borrower agree Company agrees to pay (i) to the Administrative US Agent in Dollars for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the as interest rate applicable to Eurocurrency on Eurodollar Revolving Loans on the average daily balance amount of such Lender’s '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 LC Exposure, and (ii) to each Issuing Bank in Dollars a fronting fee, which shall accrue at 0.125the rate of .25% per annum or such other rate as may be separately agreed to by the relevant Issuing Bank and the Borrower on the daily average daily balance aggregate outstanding amount of the LC Exposure attributable to all Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) it, 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, and (iii) Exposure with respect to Letters of Credit issued by such Issuing Bank’s , as well as such Issuing Bank's standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. (c) . Participation fees and fronting fees accrued through and including the last Business Day day of March, June, September and December of each year shall be payable on the last third Business Day of each following such monthlast day, commencing on the first such date to occur after the Effective Date, ; provided that all such fees shall be payable on the date on -------- which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an any Issuing Bank pursuant to this paragraph shall be payable within 30 days after demand in accordance with such Issuing Bank’s applicable procedures relating theretowriting. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (d) The Borrower agrees Borrowers agree to pay to the Administrative AgentFacility Agents, for its their own account, fees payable in the amounts and at the times separately agreed upon between the Borrower Borrowers and the Administrative AgentFacility Agents. (e) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative applicable Agent (or to an 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 entitled thereto. Except as may otherwise be separately agreed, fees Fees due hereunder which shall have been 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 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 rate of 0.50% per annum Applicable Margin on the average daily unused amount of the Tranche A Revolving Commitment of such Lender during the period from and including the Effective Date date hereof to but excluding the date on which such Tranche A Revolving Commitment terminates and M-I LLC agrees to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at the Applicable Margin on the average daily unused amount of the Tranche B Revolving Commitment of such Lender during the period from and including the date hereof to but excluding the date on which such Tranche B Revolving Commitment terminates. For purposes of computing such commitment fees, a Tranche A Revolving Commitment of a Lender shall be deemed to be used to the extent of the Tranche A Revolving Exposure plus the then current unused balance of the Tranche B Revolving Commitments terminateof such Lender and a Tranche B Revolving Commitment of a Lender shall be deemed to be used to the extent of the Tranche B Revolving Exposure of such Lender. Accrued commitment fees shall be payable in arrears on the last Business Day first day of MarchJanuary, JuneApril, September July and December October of each year and on the date on which the applicable 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 outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The ▇▇▇▇▇ agrees to pay to the Administrative Agent for the account of each Lender a utilization fee for each day that 50% or more of the Revolving Commitments shall be utilized hereunder, which utilization fee shall accrue on the aggregate of (x) the unpaid principal balance of the Tranche A Revolving Loans made by such Lender and (y) such Lender's pro rata share of the LC Exposure at such time attributable to Letters of Credit requested by ▇▇▇▇▇ at the rate per annum set forth on Schedule 1.01 hereto under the caption "Utilization Fee", based upon the ratings by ▇▇▇▇▇'▇ and S&P, respectively, applicable on such date to the Index Debt. M-I LLC agrees to pay to the Administrative Agent for the account of each Lender a utilization fee for each day that 50% or more of the Revolving Commitments shall be utilized hereunder, which utilization fee shall accrue on the aggregate of (x) the unpaid principal balance of the Tranche B Revolving Loans made by such Lender and (y) such Lender's pro rata share of the LC Exposure at such time attributable to Letters of Credit requested by M-I LLC at the rate per annum set forth on Schedule 1.01 hereto under the caption "Utilization Fee", based upon the ratings by ▇▇▇▇▇'▇ and S&P, respectively, applicable on such date to the Index Debt. Accrued utilization fees shall be payable in arrears on the first day of January, April, July and October of each year and on the date on which the applicable Revolving Commitments terminate, commencing on the first such date to occur after the date hereof. All utilization fees shall be computed on the basis of a year of 360 days. (c) Each Borrower agree requesting a Letter of Credit hereunder 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 Letters of CreditCredit requested by such Borrower, which shall accrue at the same Applicable Rate Margin as used to determine the interest rate applicable to Eurocurrency Eurodollar Revolving Loans on the average daily balance amount of such Lender’s 's applicable LC Exposure (excluding any portion thereof attributable to applicable 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 applicable Revolving Commitment terminates and the date on which such Lender ceases to have any applicable LC Exposure, and (ii) to each the Issuing Bank in Dollars a fronting fee, which shall accrue at 0.125the rate of 1/8% per annum or such other rate as may be separately agreed to by the relevant Issuing Bank and the Borrower on the average daily balance amount of the applicable LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to applicable unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the applicable Revolving Commitments and the date on which there ceases to be any applicable LC ExposureExposure (with a minimum fronting fee for each Letter of Credit of $250), and (iii) such as well as the Issuing Bank’s 's standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. (c) Participation . Accrued participation fees and fronting fees accrued through and including the last Business Day of March, June, September and December of each year shall be due and payable on the last Business Day first day of January, April, July and October of each such monthyear, 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 applicable Revolving Commitments terminate and any such fees accruing after the date on which the applicable Revolving Commitments terminate shall be payable on demand. Any other fees payable to an the Issuing Bank pursuant to this paragraph shall be payable in accordance with such Issuing Bank’s applicable procedures relating theretowithin 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (d) The Each Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the such Borrower and the Administrative Agent. (e) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an the Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees, utilization fees and participation fees, to the Revolving Lenders entitled thereto. Except as may otherwise be separately agreed, fees Fees paid hereunder shall not be refundable under any circumstances. (f) Notwithstanding , absent manifest error in 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 calculation or assessment 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 timefees.

Fees. (a) The Borrower agrees Borrowers agree to pay to the Administrative Agent in Dollars 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 rate of 0.50% Commitment Fee Rate per annum applicable to the Initial Commitments on the average daily unused amount of the Revolving unused Initial Commitment of such Lender during the period from and including the Effective Closing Date to but excluding the date on which the such Initial Revolving Commitments terminateLender’s Initial Commitment terminates. Accrued commitment fees shall be payable in arrears on the last Business Day of March, June, September and December first calendar day of each year January, April, July and October (commencing July 1, 2021) for the quarterly period then ended (or, in the case of the payment to be made on July 1, 2021, for the period from the Closing Date to June 30, 2021), and on the date on which the Revolving Initial 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 calculating the commitment feesfee only, a Revolving the Initial Commitment of a any Initial Revolving Lender shall be deemed to be used to the extent of the outstanding Initial Revolving Loans of such Initial Revolving Lender and the LC Exposure of such Initial Revolving Lender (attributable to its Initial Commitment, and no portion of the Swingline Exposure of such Lender Initial Commitment shall be disregarded for such purpose)deemed used as a result of outstanding Swingline Loans. (b) The Borrower US Borrowers (in the case of a Letter of Credit issued on behalf of the US Borrowers) and the Canadian Borrowers (in the case of a Letter of Credit issued on behalf of or at the request of the Canadian Borrowers) 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 Letters of Credit, which shall accrue at the Applicable Rate used to determine the interest rate applicable to Eurocurrency Initial Revolving Loans that are LIBO Rate Revolving Loans or CDOR Rate Revolving Loans on the daily balance amount of such Lender’s LC Exposure that is attributable to Letters of Credit (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 Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, Exposure and (B) the Termination Date and (ii) to each Issuing Bank in Dollars Bank, for its own account, a fronting fee, which shall accrue at 0.125% per annum or such other rate as may be separately agreed to by the relevant Issuing Bank and the Borrower on the average daily balance in respect of the LC Exposure attributable to Letters each Letter of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during on behalf of the US Borrowers or the Canadian Borrowers, as applicable, 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 earliest of (A) the expiration date of such Letter of Credit, (B) the date on which there ceases to be any LC Exposure, and (iii) such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit terminates or processing (C) the Termination Date, computed at a rate equal to the rate agreed by such Issuing Bank and the Borrower Representative (but in any event not to exceed 0.125% per annum) of drawings thereunder. (c) the daily amount of such Letter of Credit. Participation fees and fronting fees accrued shall accrue through and including the last Business Day of each March, June, September and December of each year shall and be payable on in arrears for the last Business Day of each such month, commencing quarterly period then ended on the first such date to occur after calendar day of each January, April, July and October (commencing July 1, 2021 for the Effective Dateperiod from the Closing Date through June 30, 2021); provided that all such fees shall be payable on the date on which the Revolving Commitments terminate of any applicable Class terminate. In addition, US Borrowers (in the case of a Letter of Credit issued on behalf of the US Borrowers) and any such fees accruing after the date Canadian Borrowers (in the case of a Letter of Credit issued on behalf of or at the request of the Canadian Borrowers) agree to pay to each Issuing Bank, for its own account, all customary charges associated with the issuance, amending, negotiating, payment, processing, transfer and administration of Letters of Credit, in each case which the Revolving Commitments terminate charges shall be payable on demandpaid as and when incurred. Any other Participation fees payable to an Issuing Bank pursuant to this paragraph and fronting fees in respect of Letters of Credit denominated in US Dollars shall be payable paid in accordance with such Issuing Bank’s applicable procedures relating thereto. All US Dollars, and participation fees and fronting fees in respect of Letters of Credit denominated in Canadian Dollars shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)paid in Canadian Dollars. (dc) The Borrower agrees Borrowers agree to pay to the Administrative Agent, for its own accountthe account of the relevant Person, any fees payable described in the amounts and at Fee Letter on the times separately agreed upon between the Borrower and the Administrative Agentterms set forth therein. (ed) All Unless otherwise specified herein, all fees payable hereunder shall be paid on the dates due, in Dollars and in immediately available funds, to the Administrative Agent (or to an the applicable Issuing Bank, in the case of fees any fee payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders entitled theretoany Issuing Bank). Except as may otherwise be separately agreed, fees Fees paid hereunder shall not be refundable under any circumstancescircumstances except as otherwise provided in the Fee Letter. Fees payable hereunder shall accrue through and including the last day of the month immediately preceding the applicable fee payment date. (fe) Notwithstanding Unless otherwise indicated herein, all computations of fees shall be made on the foregoing, basis of a 360-day year 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 for the actual days elapsed (i) of Section 2.12(b) shall, to including the extent first day and the LC Exposure of such Defaulting Lender shall have been reallocated pursuant to Section 2.22(a)(ivlast day), be paid to . The determination by the non-Defaulting Lenders in respect Administrative Agent of the amounts amount of such LC Exposure for which they any fee hereunder shall be liable from time to timeconclusive and binding for all purposes, absent manifest error.