Common use of Fees Clause in Contracts

Fees. (a) The Borrower Parties agree, jointly and severally, to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, on the fifth Business Day of January, April, July and October in each year, and on the earlier of the Maturity Date and the date on which the Commitments of all the Lenders shall be terminated as provided herein, a commitment fee (a “Commitment Fee”) on the daily amount of the Available Unused Commitment of such Lender during the preceding three calendar month period (or other period commencing with the First Restatement Effective Date or ending with the date on which the last of the Commitments of such Lender shall be terminated) at a rate equal to the Applicable Commitment Fee. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the First Restatement Effective Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as provided herein. (b) The Borrower Parties from time to time agree, jointly and severally, to pay (i) to each Revolving Lender (other than any Defaulting Lender, it being understood that at any time the Issuing Bank has Fronting Exposure to such Defaulting Lender, the L/C Participation Fee with respect to such Fronting Exposure shall be payable to each applicable Issuing Bank for its own account) through the Administrative Agent, on the fifth Business Day of January, April, July and October of each year and on the earlier of the Maturity Date and the date on which the Commitments of all the Lenders shall be terminated as provided herein, a fee (an “L/C Participation Fee”) on such ▇▇▇▇▇▇’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements), during the preceding quarter (or shorter period commencing with the First Restatement Effective Date or ending with the Maturity Date or the date on which the Revolving Facility Commitments shall be terminated) at the rate per annum equal to the Applicable Margin for EurocurrencySOFR Borrowings effective for each day in such period and (ii) to each Issuing Bank, for its own account (A) on the fifth Business Day of January, April, July and October of each year and on the earlier of the Maturity Date and the date on which the Commitments of all the Lenders shall be terminated as provided herein, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 0.125% per annum of the daily stated amount of such Letter of Credit) plus (B) such Issuing Bank’s customary issuance fees and customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable in Dollars on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower Parties, jointly and severally, agree to pay to the Administrative Agent, for its own account, the agency fees set forth in the Fee Letter at the times specified therein or in such other amounts and at such other times as may be separately agreed in writing by the Administrative Agent and the Borrower from time to time (the “Administrative Agent Fees”). (d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent at the Payment Office for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower Parties agreeSubject to the allocation requirements of Section 2.13, during the Revolving Credit Period (i) each of the Tranche A Borrowers severally (and neither jointly nor jointly and severally, to ) shall pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, on Agent for the fifth Business Day account of January, April, July and October in each year, and on the earlier Tranche A Bank such Tranche A Bank’s pro rata share of the Maturity Date and the date on which the Commitments of all the Lenders shall be terminated as provided herein, a commitment fee (a the “Tranche A Commitment Fee”) at the rate of 0.10% per annum on the daily amount by which the aggregate amount of such Tranche A Bank’s Tranche A Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche A Loans made by such Tranche A Bank and (ii) each of the Tranche B Borrowers severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent for the account of each Tranche B Bank such Tranche B Bank’s pro rata share of the commitment fee (the “Tranche B Commitment Fee”; and collectively with the Tranche A Commitment Fee, the “Commitment Fees”) at the rate of 0.10% per annum on the daily amount by which the aggregate amount of such Bank’s Tranche B Commitment Amount exceeded the aggregate outstanding principal amount of the Tranche B Loans made by such Bank, provided that if such Bank continues to have any Revolving Credit Exposure after its Commitment terminates with respect thereto, then such commitment fee shall continue to accrue on the daily amount of the Available Unused Commitment of such Lender during the preceding three calendar month period (or other period commencing with the First Restatement Effective Date or ending with Bank’s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the last of the Commitments of date on which such Lender shall be terminated) at a rate equal Bank ceases to the Applicable Commitment Fee. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 dayshave any Revolving Credit Exposure. For the purpose of calculating any Lender’s the Commitment FeeFees, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated Swing Line Advances shall not be deemed considered to be zero. The Commitment Fee due to each Lender shall commence to accrue on the First Restatement Effective Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as provided hereinoutstanding Loans. (b) The Borrower Parties Commitment Fees shall accrue from time to time agree, jointly and severally, to pay (i) to each Revolving Lender (other than any Defaulting Lender, it being understood that at any time include the Issuing Bank has Fronting Exposure to such Defaulting Lender, Effective Date but exclude the L/C Participation Fee with respect to such Fronting Exposure Termination Date. Accrued Commitment Fees shall be payable to each applicable Issuing Bank for its own account) through the Administrative Agent, on the fifth Business Day of January, April, July and October of each year and on the earlier of the Maturity Date and the date on which the Commitments of all the Lenders shall be terminated as provided herein, a fee (an “L/C Participation Fee”) on such ▇▇▇▇▇▇’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements), during the preceding quarter (or shorter period commencing with the First Restatement Effective Date or ending with the Maturity Date or the date on which the Revolving Facility Commitments shall be terminated) at the rate per annum equal to the Applicable Margin for EurocurrencySOFR Borrowings effective for each day quarterly in such period and (ii) to each Issuing Bank, for its own account (A) on the fifth Business Day of January, April, July and October of each year and on the earlier of the Maturity Date and the date on which the Commitments of all the Lenders shall be terminated as provided herein, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank arrears for the period from and including ending on each Commitment Fee Accrual Date, payable on the corresponding Commitment Fee Payment Date, commencing on the first Commitment Fee Payment Date to occur after the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 0.125% per annum of the daily stated amount of such Letter of Credit) plus (B) such Issuing Bank’s customary issuance fees and customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable in Dollars on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 dayshereof. (c) The Subject to the allocation requirements of Section 2.13, each Borrower Parties, severally (and neither jointly nor jointly and severally, agree to ) shall pay to the Administrative Agent, Agent for its own account, quarterly in advance, on the agency fees set forth in Effective Date and on the Fee Letter at 15th day of each July, October and January, its pro rata share of the times specified therein or in such other amounts and at such other times non-refundable agent’s fee as may be separately agreed in writing upon separately, by the Administrative Agent Borrowers and the Borrower from time to time (the “Administrative Agent Fees”)Agent. (d) All Fees The obligation of each Tranche A Borrower to pay the Tranche A Commitment Fee shall be paid ratable based on the dates dueproportion such Tranche A Borrower’s allocation as set forth in the Allocation Notice then in effect bears to the allocations of all Tranche A Borrowers, in immediately available fundsthe aggregate, as set forth in the Allocation Notice then in effect. The obligation of each Tranche B Borrower to pay the Tranche B Commitment Fee shall be ratable based on the proportion such Tranche B Borrower’s allocation as set forth in the Allocation Notice then in effect bears to the Administrative Agent at allocations of all Tranche B Borrowers, in the Payment Office for distributionaggregate, if and as appropriate, among set forth in the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstancesAllocation Notice then in effect.

Fees. (a) The Borrower Parties agree, jointly and severally, agrees to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, on the fifth last Business Day of JanuaryMarch, AprilJune, July September and October December in each year, year and on the earlier of the Maturity Date and the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a commitment fee (a “Commitment Fee”) on the daily amount of the applicable Available Unused Commitment of such Lender during the preceding three calendar month period quarter (or other period commencing with the First Restatement Effective Closing Date or ending with the date on which the last of the Commitments of such Lender shall be terminated) at a rate equal to the Applicable Commitment Fee. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the First Restatement Effective Closing Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as provided herein. (b) The Borrower Parties from time to time agree, jointly and severally, agrees to pay (i) to each Revolving Facility Lender of each Class (other than any Defaulting Lender), it being understood that at any time the Issuing Bank has Fronting Exposure to such Defaulting Lender, the L/C Participation Fee with respect to such Fronting Exposure shall be payable to each applicable Issuing Bank for its own account) through the Administrative Agent, on the fifth last Business Day of JanuaryMarch, AprilJune, July September and October December of each year and on the earlier of the Maturity Date and the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) on such ▇▇▇▇▇▇Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements)) of such Class, during the preceding quarter (or shorter period commencing with the First Restatement Effective Closing Date or ending with the Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments of such Class shall be terminated) at the rate per annum equal to the Applicable Margin for EurocurrencySOFR Eurocurrency Revolving Facility Borrowings of such Class effective for each day in such period period, and (ii) to each Issuing Bank, for its own account (Ax) on the fifth last Business Day of JanuaryMarch, AprilJune, July September and October December of each year and on the earlier of the Maturity Date and the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided hereinterminated, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 0.1251/8 of 1% per annum of the daily stated amount of such Letter of Credit) ), plus (By) in connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank’s customary issuance fees and customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable in Dollars on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower Parties, jointly and severally, agree agrees to pay to the Administrative Agent, for its own accountthe account of the Administrative Agent, the agency fees “Administration Agent Fee” as set forth in the Administrative Agent Fee Letter Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein or in such other amounts and at such other times as may be separately agreed in writing by the Administrative Agent and the Borrower from time to time (the “Administrative Agent Fees”). (d) In the event that, on or prior to the date that is six months after the Closing Date, the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan Lenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid or converted and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee shall be paid to such Non-Consenting Lender and not to its assignee). Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faith. (e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent at the Payment Office for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower Parties agree, jointly and severally, agrees to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, on the fifth date that is 10 Business Days after the last Business Day of JanuaryMarch, AprilJune, July September and October December in each year, and on the earlier of the Maturity Date and three Business Days after the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a commitment fee (a “Commitment Fee”) on the daily amount of the Available Unused Commitment of such Lender during the preceding three calendar month period quarter (or other period commencing with the First Restatement Effective Closing Date or ending with the date on which the last of the Commitments of such Lender shall be terminated) at a rate equal to the Applicable Commitment Fee. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the First Restatement Effective Closing Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as provided herein. (b) The Borrower Parties from time to time agree, jointly and severally, agrees to pay (i) to each Revolving Facility Lender (other than any Defaulting Lender), it being understood that at any time the Issuing Bank has Fronting Exposure to such Defaulting Lender, the L/C Participation Fee with respect to such Fronting Exposure shall be payable to each applicable Issuing Bank for its own account) through the Administrative Agent, on the fifth last Business Day of JanuaryMarch, AprilJune, July September and October December of each year and on the earlier of the Maturity Date and three Business Days after the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fee (an “L/C Participation Fee”) on such ▇▇▇▇▇▇Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements), during the preceding quarter (or shorter period commencing with the First Restatement Effective Closing Date or ending with the Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments shall be terminated) at the rate per annum equal to the Applicable Margin for EurocurrencySOFR Eurocurrency Revolving Facility Borrowings effective for each day in such period and (ii) to each Issuing Bank, for its own account (A) on three Business Days after the fifth last Business Day of JanuaryMarch, AprilJune, July September and October December of each year and on the earlier of the Maturity Date and three Business Days after the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, and (ii) to the Issuing Bank, annually in advance, (x) a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 0.1251/4 of 1% per annum of the daily stated amount of such Letter of Credit) ), plus (By) in connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank’s customary issuance fees and customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable in Dollars on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower Parties, jointly and severally, agree agrees to pay to the Administrative Agent, for its own accountthe account of the Administrative Agent, the agency fees set forth in the Fee Letter Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein or in such other amounts and at such other times as may be separately agreed in writing by the Administrative Agent and the Borrower from time to time (the “Administrative Agent Fees”). (d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent at the Payment Office for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower Parties agree, jointly and severally, agrees to pay to each Revolving Facility Lender (other than any Defaulting Lender), through the Administrative Agent, on the fifth date that is three Business Day Days after the last day of JanuaryMarch, AprilJune, July September and October December in each year, and on the earlier of the Maturity Date and the date on which the Revolving Facility Commitments of all the Revolving Facility Lenders shall be terminated as provided herein, a commitment fee (a “Commitment Fee”) on the daily amount of the applicable Available Unused Commitment of such Revolving Facility Lender during the preceding three calendar month period quarter (or other shorter period commencing with the First Restatement Effective Closing Date or ending with the date on which the last of the Revolving Facility Commitments of such Lender shall be terminated) ), which shall accrue at a rate equal to the Applicable Commitment FeeFee accrued up to the last day on each March, June, September and December. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Revolving Facility Lender shall commence to accrue on the First Restatement Effective Closing Date and shall cease to accrue on the date on which the last of the Revolving Facility Commitments of such Lender shall be terminated as provided herein. (b) The Borrower Parties from time to time agree, jointly and severally, agrees to pay (i) to each Revolving Facility Lender of each Class (other than any Defaulting Lender), it being understood that at any time the Issuing Bank has Fronting Exposure to such Defaulting Lender, the L/C Participation Fee with respect to such Fronting Exposure shall be payable to each applicable Issuing Bank for its own account) through the Administrative Agent, on the fifth date that is three Business Day Days after the last day of JanuaryMarch, AprilJune, July September and October December of each year and on the earlier of the Maturity Date and the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) on such ▇▇▇▇▇▇Lender’s Revolving Facility Applicable Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements)) of such Class, during the preceding quarter (or shorter period commencing with the First Restatement Effective Closing Date or ending with the Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments of such Class shall be terminated) at the rate per annum equal to the Applicable Margin for EurocurrencySOFR Eurocurrency Revolving Borrowings of such Class effective for each day in such period accrued up to the last day of each March, June, September and December; provided, however, that any L/C Participation Fee otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral reasonably satisfactory to any Issuing Bank pursuant to Section 2.22 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.23(a)(iv), with the balance of such fee, if any, payable to such Issuing Bank for its own account, and (ii) to each Issuing Bank, for its own account account, (Ax) on three Business Days after the fifth Business Day last day of JanuaryMarch, AprilJune, July September and October December of each year and on the earlier of the Maturity Date and three Business Days after the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 0.1251/8 of 1% per annum of the Dollar Equivalent of the daily average stated amount of such Letter of Credit) Credit (or as otherwise agreed with such Issuing Bank), plus (By) in connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank’s customary issuance fees and customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable in Dollars on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower Parties, jointly and severally, agree agrees to pay to the Administrative Agent, for its own accountthe account of the Administrative Agent, the agency fees “Senior Facilities Administration Fee” as set forth in the Fee Letter at the times specified therein or in such other amounts and at such other times as may be separately agreed in writing by the Administrative Agent and the Borrower from time to time (the “Administrative Agent Fees”). (d) In the event that, on or prior to the date that is six (6) months after the Repricing Effective Date, the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that are broadly syndicated to banks and other institutional investors in financings similar to the Term B Loans and have an All-in Yield that is less than the All-in Yield of such Term B Loans (other than, for the avoidance of doubt, with respect to securitizations) or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Change in Control or a transformative acquisition referred to in the last sentence of this clause), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B Lenders, including, for the avoidance of doubt, any Non-Consenting Lender, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid or converted and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment. Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faith. (e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent at the Payment Office for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The From and after the Acquisition Date, the Borrower Parties agree, jointly and severally, agrees to pay to each Lender (other than any Defaulting Revolving Credit Lender), through the Administrative Agent, on the fifth last Business Day of JanuaryMarch, AprilJune, July September and October December in each year, year and on the earlier of the Maturity Date and the each date on which the Commitments any Revolving Credit Commitment of all the Lenders such Lender shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to 0.50% per annum on the daily unused amount of the Available Unused Revolving Credit Commitment of such Lender during the preceding three calendar month period quarter (or other period commencing with the First Restatement Effective Acquisition Date or ending with the Revolving Credit Maturity Date or the date on which the last of the Revolving Credit Commitments of such Lender shall expire or be terminated) at a rate equal to the Applicable Commitment Fee). All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose purposes of calculating any Lender’s Commitment FeeFees only, no portion of the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated Revolving Credit Commitments shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the First Restatement Effective Date and shall cease to accrue on the date on which the last utilized as a result of the Commitments of such Lender shall be terminated as provided hereinoutstanding Swingline Loans. (b) The Borrower Parties from time agrees to time agreepay to the Administrative Agent, jointly for its own account, the administrative fees set forth in the Fee Letter at the times and severally, in the amounts specified therein (the “Administrative Agent Fees”). (c) The Borrower agrees to pay (i) to each Revolving Lender (other than any Defaulting Credit Lender, it being understood that at any time the Issuing Bank has Fronting Exposure to such Defaulting Lender, the L/C Participation Fee with respect to such Fronting Exposure shall be payable to each applicable Issuing Bank for its own account) through the Administrative Agent, on the fifth last Business Day of JanuaryMarch, AprilJune, July September and October December of each year and on the earlier of the Maturity Date and the date on which the Commitments Revolving Credit Commitment of all the Lenders such Lender shall expire or be terminated as provided hereinherein (if different from the last Business Day of one of the above mentioned months), a fee (an “L/C Participation Fee”) calculated on such ▇▇▇▇▇▇Lender’s Revolving Facility Pro Rata Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements), ) during the preceding quarter (or shorter period commencing with the First Restatement Effective Acquisition Date or ending with the Revolving Credit Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Facility Credit Commitments of all Lenders shall be have been terminated) at the a rate per annum equal to the Applicable Margin for EurocurrencySOFR used to determine the interest rate on Revolving Credit Borrowings effective for each day in such period comprised of Eurodollar Loans pursuant to Section 2.06(b) and (ii) to each the Issuing Bank, for its own account (A) on the fifth Business Day of January, April, July and October of each year and on the earlier of the Maturity Date and the date on which the Commitments of all the Lenders shall be terminated as provided herein, a fronting fee in Bank with respect of to each Letter of Credit issued by such Issuing Bank for (x) a fronting fee which shall accrue at the greater of (A) a rate equal to 0.125% on the average daily amount of the L/C Exposure (excluding any portion thereof attributable to unpaid reimbursement obligations pursuant to Section 2.23(e)) and (B) $500 per annum, in each case during the period from and including the Acquisition Date to but excluding the later of the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal the Revolving Credit Commitments and the date on which there ceases to 0.125% per annum of be any L/C Exposure as well as (y) the daily stated amount of such Letter of Credit) plus (B) such Issuing Bank’s customary issuance and drawing fees and customary documentary the standard documentation, administration, payment and processing fees and cancellation charges specified from time to time by the Issuing Bank (collectively, the “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable in Dollars on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower Parties, jointly and severally, agree to pay to the Administrative Agent, for its own account, the agency fees set forth in the Fee Letter at the times specified therein or in such other amounts and at such other times as may be separately agreed in writing by the Administrative Agent and the Borrower from time to time (the “Administrative Agent Fees”). (d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent at the Payment Office for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the applicable Issuing BanksBank. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower Parties agree, jointly and severally, agrees to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, on the fifth date that is five Business Days after the last Business Day of JanuaryMarch, AprilJune, July September and October December in each year, and on the earlier of the Maturity Date and three Business Days after the date on which the Commitments of all the Lenders shall be terminated as provided herein, a commitment fee (a “Commitment Fee”) on the daily amount of the Available Unused Commitment of such Lender during the preceding three calendar month period quarter (or other period commencing with the First Restatement Effective Closing Date or ending with the date on which the last of the Commitments of such Lender shall be terminated) at a rate equal to the Applicable Commitment Fee. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the First Restatement Effective Closing Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as provided herein. (b) The Borrower Parties from time to time agree, jointly and severally, agrees to pay (i) to each Revolving Lender (other than any Defaulting Lender), it being understood that at any time the Issuing Bank has Fronting Exposure to such Defaulting Lender, the L/C Participation Fee with respect to such Fronting Exposure shall be payable to each applicable Issuing Bank for its own account) through the Administrative Agent, on five Business Days after the fifth Business Day last day of JanuaryMarch, AprilJune, July September and October December of each year and on the earlier of the Maturity Date and three Business Days after the date on which the Commitments of all the Lenders shall be terminated as provided herein, a fee (an “L/C Participation Fee”) on such ▇▇▇▇▇▇Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements), during the preceding quarter (or shorter period commencing with the First Restatement Effective Closing Date or ending with the Maturity Date or the date on which the Revolving Facility Commitments shall be terminated) at the rate per annum equal to the Applicable Margin for EurocurrencySOFR Eurocurrency Borrowings effective for each day in such period and (ii) to each Issuing Bank, for its own account (Ax) on five Business Days after the fifth last Business Day of JanuaryMarch, AprilJune, July September and October December of each year and on the earlier of the Maturity Date and three Business Days after the date on which the Commitments of all the Lenders shall be terminated as provided herein, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 0.1251/8 of 1% per annum of the daily average stated amount of such Letter of Credit) , plus (By) in connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank’s customary issuance fees and customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable in Dollars on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower Parties, jointly and severally, agree agrees to pay the agency fees to the Administrative Agent, for its own account, the agency fees set forth in the Fee Letter at the times specified therein or in such other amounts and at such other times as may be separately agreed in writing by account of the Administrative Agent and the Borrower from time to time (the “Administrative Agent Fees”)) set forth in the Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein. (d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent at the Payment Office for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the such Fees shall not be refundable under any circumstances.

Fees. (a) The Borrower Parties agree, jointly and severally, agrees to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, on the fifth date that is the last Business Day of JanuaryMarch, AprilJune, July September and October December in each year, year and on the earlier of the Maturity Date and the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a commitment fee (a “Commitment Fee”) on the daily amount of the applicable Available Unused Commitment of such Lender during the preceding three calendar month period quarter (or other period commencing with the First Restatement Effective Closing Date or ending with the date on which the last of the Commitments of such Lender shall be terminated) at a rate equal to the Applicable Commitment Fee. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the First Restatement Effective Closing Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as provided herein. (b) The Borrower Parties from time to time agree, jointly and severally, agrees to pay (i) to each Revolving Facility Lender of each Class (other than any Defaulting Lender), it being understood that at any time the Issuing Bank has Fronting Exposure to such Defaulting Lender, the L/C Participation Fee with respect to such Fronting Exposure shall be payable to each applicable Issuing Bank for its own account) through the Administrative Agent, on the fifth date that is the last Business Day of JanuaryMarch, AprilJune, July September and October December of each year and on the earlier of the Maturity Date and the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) on such ▇▇▇▇▇▇Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements)) of such Class, during the preceding quarter (or shorter period commencing with the First Restatement Effective Closing Date or ending with the Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments of such Class shall be terminated) at the rate per annum equal to the Applicable Margin for EurocurrencySOFR Eurocurrency Revolving Facility Borrowings of such Class effective for each day in such period period, and (ii) to each Issuing Bank, for its own account (Ax) on the fifth date that is the last Business Day of JanuaryMarch, AprilJune, July September and October December of each year and on the earlier of the Maturity Date and the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided hereinterminated, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 0.1251/8 of 1.00% per annum of the Dollar Equivalent of the daily stated amount of such Letter of Credit) , plus (By) in connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank’s customary issuance fees and customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable in Dollars on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower Parties, jointly and severally, agree agrees to pay to the Administrative Agent, for its own accountthe account of the Administrative Agent, the agency fees “First Lien Facilities Administration Fee” as set forth in the Administrative Agent Fee Letter Letter, as it may be amended, restated, supplemented or otherwise modified from time to time, at the times specified therein or in such other amounts and at such other times as may be separately agreed in writing by the Administrative Agent and the Borrower from time to time (the “Administrative Agent Fees”). (d) In the event that, on or prior to the date that is twelve months after the Fifth Amendment Agreement Effective Date, the Borrower shall (x) make a prepayment of the Term B-1 Loans pursuant to Section 2.11(a) with the proceeds of any new or replacement tranche of long-term secured term loans that are broadly syndicated to banks and other institutional investors in financings similar to the Term B-1 Loans and have an All-in Yield that is less than the All-in Yield of such Term B-1 Loans, or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B-1 Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B-1 Loans so prepaid and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B-1 Loans for which the All-in Yield has been reduced pursuant to such amendment. Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faith. (e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent at the Payment Office for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower Parties agree, jointly and severally, agrees to pay to each Revolving Lender (other than any Defaulting Lender), through the Administrative Agent, on the fifth last Business Day of January, April, July and October each calendar quarter in each yearyear (beginning with (i) the Closing Date and (ii) thereafter, the first Quarterly Payment Date to occur after the Closing Date), on the Amendment Closing Date and on the earlier of the Maturity Date and the date on which the Revolving Commitments of all the Revolving Lenders shall be terminated as provided herein, a commitment fee (a “Revolving Commitment Fee”) on the average daily amount of the Available Unused Commitment of such Revolving Lender during the preceding three calendar month period such quarter (or other period commencing with the First Restatement Effective Commitment Fee Accrual Date, ending with the Amendment Closing Date, commencing with the day after the Amendment Closing Date, or ending with the date on which all remaining Revolving Commitments shall be terminated) at the rate of 0.50% per annum. (b) The Borrower agrees to pay to each DSR Lender (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of each calendar quarter in each year (beginning with (i) the Closing Date and (ii) thereafter, the first Quarterly Payment Date to occur after the Closing Date), on the Amendment Closing Date and on the date on which the DSR Commitments of all the DSR Lenders shall be terminated as provided herein, a commitment fee (a “DSR Commitment Fee”) on the average daily amount of the Available Unused Commitment of such DSR Lender during such quarter (or other period commencing with the Commitment Fee Accrual Date, ending with the Amendment Closing Date, commencing with the day after the Amendment Closing Date, or ending with the date on which all remaining DSR Commitments shall be terminated) at the rate of 0.50% per annum. (i) The Borrower agrees to pay to each Construction Lender (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of each calendar quarter in each year (beginning with (A) the Closing Date and (B) thereafter, the first Quarterly Payment Date to occur after the Closing Date), on the Amendment Closing Date and on the date on which the Construction Commitments of all the Construction Lenders shall be terminated as provided herein, a commitment fee (a “Construction Commitment Fee”) on the average daily amount of the Available Unused Commitment of such Construction Lender during such quarter (or other period commencing with the Commitment Fee Accrual Date, ending with the Amendment Closing Date, commencing with the day after the Amendment Closing Date, or ending with the date on which the last of the Construction Commitments of such Lender shall be terminated) at the rate of 0.50% per annum, (ii) the Borrower agrees to pay to each Term Lender (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of each calendar quarter in each year (beginning with (A) the Term Conversion Date and (B) thereafter, the first Quarterly Payment Date to occur after the Term Conversion Date), on the Amendment Closing Date and on the date on which the Term Commitments of all the Term Lenders shall be terminated as provided herein, a rate equal to the Applicable commitment fee (a “Term Commitment Fee. ”) on the average daily amount of the Available Unused Commitment of such Term Lender during such quarter (or other period commencing with the Term Conversion Date, ending with the Amendment Closing Date, commencing with the day after the Amendment Closing Date, or ending with the date on which the last of the Term Commitments shall be terminated) at the rate of 0.50% per annum, and (iii) the Borrower agrees to pay to each Vista Expansion Lender (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of each calendar quarter in each year (beginning with (A) the Amendment Closing Date and (B) thereafter, the first Quarterly Payment Date to occur after the Amendment Closing Date), on the Amendment Closing Date and on the date on which the Vista Expansion Commitments of all the Vista Expansion Lenders shall be terminated as provided herein, a commitment fee (a “Vista Expansion Commitment Fee” and, together with the Revolving Commitment Fee, the DSR Commitment Fee, the Construction Commitment Fee and the Term Commitment Fee, the “Commitment Fees”) on the average daily amount of the Available Unused Commitment of such Vista Expansion Lender during such quarter (or other period commencing with the Amendment Closing Date, ending with the Amendment Closing Date, commencing with the day after the Amendment Closing Date, or ending with the date on which the last of the Vista Expansion Commitments shall be terminated) at the rate of 0.50% per annum. (d) All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee Fees due to each Lender shall commence begin to accrue on the First Restatement Effective Commitment Fee Accrual Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as provided herein. (be) The Borrower Parties from time to time agree, jointly and severally, agrees to pay (i) to each Revolving Lender (other than any Defaulting Lender), it being understood that at any time the Issuing Bank has Fronting Exposure to such Defaulting Lender, the L/C Participation Fee with respect to such Fronting Exposure shall be payable to each applicable Issuing Bank for its own account) through the Administrative Agent, on the fifth last Business Day of January, April, July and October each calendar quarter of each year (beginning with the first Quarterly Payment Date to occur after the Closing Date), and on the earlier of the Maturity Date and the date on which the Revolving Commitments of all the Lenders shall be terminated as provided herein, a fee (an a “Revolving L/C Participation Fee”) on such ▇▇▇▇▇▇Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed Revolving L/C Disbursements), ) during the preceding such quarter (or shorter period commencing with the First Restatement Effective Closing Date or ending with the Maturity Date or the date on which the last of the Revolving Facility Commitments shall be terminated) at the a rate per annum equal to the sum of (x) the Applicable Margin for EurocurrencySOFR Borrowings Eurodollar Revolving Loans effective for each day in such period and (iiy) to each Issuing Bank, for its own account the extent that any Event of Default shall have occurred and be continuing (A) on the fifth Business Day but excluding any Event of January, April, July and October of each year and on the earlier of the Maturity Date and the date on which the Commitments of all Default that has been waived by the Lenders shall be terminated as provided hereinpursuant to Section 9.08), a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 0.125% per annum of the daily stated amount of such Letter of Credit) plus (B) such Issuing Bank’s customary issuance fees and customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”)2.00%. All Revolving L/C Participation Fees and Issuing Bank Fees that are payable in Dollars on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (cf) The Borrower Parties, jointly and severally, agree agrees to pay to each DSR Lender (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of each calendar quarter of each year (beginning with the first Quarterly Payment Date to occur after the Term Conversion Date), and on the date on which the DSR Commitments of all the Lenders shall be terminated as provided herein, a fee (a “DSR L/C Participation Fee”) on such Lender’s Facility Percentage of the daily aggregate DSR L/C Exposure (excluding the portion thereof attributable to unreimbursed DSR L/C Disbursements) during such quarter (or shorter period commencing with the Term Conversion Date or ending with the date on which the last of the DSR Commitments shall be terminated) at a rate per annum equal to the sum of (x) the Applicable Margin for its own accountEurodollar DSR L/C Loans effective for each day in such period and (y) to the extent that any Event of Default shall have occurred and be continuing (but excluding any Event of Default that has been waived by the Lenders pursuant to Section 9.08), 2.00%. All DSR L/C Participation Fees shall be computed on the agency basis of the actual number of days elapsed in a year of 360 days. (g) The Borrower agrees to pay (i) to each of the Agents and the Arrangers any fees set forth in the any Fee Letter at the times specified therein to which such Agent or in such Arranger is a party and (ii) to each Issuing Bank, fees and other amounts and at such other times as may charges to be separately agreed in writing by the Administrative Agent Borrower and the Borrower from time to time (the “Administrative Agent Fees”)such Issuing Bank. (dh) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent at the Payment Office for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances, absent manifest error.

Fees. (a) The Borrower Parties agreeBorrowers, jointly and severallyseverally (but with respect to the Bermuda Borrower, only with respect to an amount of Commitments up to the amount of the Bermuda Borrower Borrowing Cap), agree to pay to each Lender (other than any Defaulting Lender), through the Administrative AgentAgent for the account of each Revolving Lender a commitment fee in Dollars, which shall accrue at the Applicable Commitment Fee Rate on the fifth Business Day amount by which (i) the U.S. Revolving Commitment of Januarysuch Lender exceeds the U.S. Revolving Credit Exposure (excluding U.S. Swingline Exposure) of such Lender and (ii) the Alternative Currency Revolving Commitment of such Lender exceeds the Alternative Currency Revolving Credit Exposure (excluding Alternative Currency Swingline Exposure) of such Lender , April, July and October in each yearcase, during the period from and on including the earlier of the Maturity Closing Date and to but excluding the date on which such Class of Commitments terminate; provided, however, that any commitment fee accrued with respect to the Commitments of all the Lenders shall be terminated as provided herein, a commitment fee (a “Commitment Fee”) on the daily amount of the Available Unused Commitment of such Defaulting Lender during the preceding three calendar month period (or other period commencing with prior to the First Restatement Effective Date or ending with time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the date on which the last of the Commitments of Borrowers so long as such Lender shall be terminated) at a rate equal Defaulting Lender except to the Applicable Commitment Fee. All Commitment Fees extent that such commitment fee shall be computed on otherwise have been due and payable by the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which Borrowers prior to such Lender’s Commitment Fee is calculated time; and provided further that no commitment fee shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the First Restatement Effective Date and shall cease to accrue on the date on which the last of the Commitments of a Defaulting Lender so long as such Lender shall be terminated as provided herein. (b) The Borrower Parties from time to time agree, jointly and severally, to pay (i) to each Revolving Lender (other than any a Defaulting Lender, it being understood that at any time the Issuing Bank has Fronting Exposure to such Defaulting Lender, the L/C Participation Fee with respect to such Fronting Exposure . Accrued commitment fees shall be payable to each applicable Issuing Bank for its own account) through the Administrative Agent, in arrears on the fifth Business Day first calendar day of January, April, July and October of each year and on the earlier of the Maturity Date and the date on which the Commitments of all the Lenders applicable Class terminate, commencing on the first such date to occur after the Closing Date. All commitment fees shall be terminated as provided hereincomputed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) Each Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit issued for the account of such Borrower (or, in the case of a fee (an “L/C Participation Fee”) Letter of Credit issued for the account of a Subsidiary that is not a Borrower, the Company agrees to pay such fee), which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans on the average daily Dollar Equivalent of such ▇▇▇▇▇▇Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the any portion thereof attributable to unreimbursed L/C Disbursements), ) in respect of each Letter of Credit during the preceding quarter (or shorter period commencing with from and including the First Restatement Effective Closing Date or ending with to but excluding the Maturity Date or later of the date on which such Lender’s Commitments terminate and the Revolving Facility Commitments shall be terminated) at the rate per annum equal date on which such Lender ceases to the Applicable Margin for EurocurrencySOFR Borrowings effective for each day in such period have any L/C Exposure and (ii) to each Issuing BankBank a fronting fee, for its own account (A) which shall accrue at the rate of 0.125% per annum on the fifth Business Day of January, April, July and October of each year and on the earlier average daily Dollar Equivalent of the Maturity Date and the date on which the Commitments of all the Lenders shall be terminated as provided herein, a fronting fee in respect of each Letter L/C Exposure (excluding any portion thereof attributable to unreimbursed L/C Disbursements) attributable to Letters of Credit issued by such Issuing Bank for such Borrower (or, in the case of a Letter of Credit issued for the account of a Subsidiary that is not a Borrower, the Company agrees to pay such fee) during the period from and including the Closing Date to but excluding the later of the date of issuance of such Letter of Credit to and including the termination of such Letter of Creditthe Commitments and the date on which there ceases to be any L/C Exposure, computed at a rate equal to 0.125% per annum of the daily stated amount of such Letter of Credit) plus (B) as well as such Issuing Bank’s customary issuance standard fees and customary documentary and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Unless otherwise specified above, participation fees and charges (collectivelyfronting fees shall be payable on the first calendar day of January, “April, July and October, commencing on the first such date to occur after the Closing Date; provided that all such fees shall be payable on the date on which the Commitments of the applicable Class terminate in full and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank Fees”)pursuant to this paragraph shall be payable within ten (10) days after demand. All L/C Participation Fees participation fees and Issuing Bank Fees that are payable in Dollars on a per annum basis fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed in a year of 360 days(including the first day but excluding the last day). (c) The Each Borrower Parties, jointly and severally, agree agrees to pay to the Administrative Agent, for its own account, such Borrower’s pro rata share (in the case of the Bermuda Borrower, based on the percentage of the Commitments then in effect represented by the Bermuda Borrower Borrowing Cap) of the administrative agency fees set forth in the Fee Letter at the times specified therein or in such other amounts and at such other times as may be with respect to this Agreement separately agreed in writing by upon between Holdings and the Administrative Agent and pursuant to the Borrower from time to time (the “Administrative Agent Fees”)Fee Letter. (d) All Fees fees payable hereunder shall be paid on the dates due, in Dollars and immediately available funds, to the Administrative Agent at (or to the Payment Office relevant Issuing Bank, in the case of fees payable to it) for distribution, if in the case of commitment fees and as appropriateparticipation fees, among to the Lenders, except that Issuing Bank . Fees paid shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall not be refundable under any circumstances.

Fees. (a) The Borrower Parties agree, jointly and severally, agrees to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, on 10 Business Days after the fifth last Business Day of JanuaryMarch, AprilJune, July September and October December in each year, and on the earlier of the Maturity Date and three Business Days after the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a commitment fee (a “Commitment Fee”) on the daily amount of the Available Unused Commitment of such Lender during the preceding three calendar month period quarter (or other period commencing with the First Restatement Effective Closing Date or ending with the date on which the last of the Commitments of such Lender shall be terminated) at a rate equal to the Applicable Commitment FeeFee Rate. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zeronot reduce the amount of the Available Unused Commitment. The Commitment Fee due to each Lender shall commence to accrue on the First Restatement Effective Closing Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as provided herein. (b) The Borrower Parties from time to time agree, jointly and severally, agrees to pay (i) to each Revolving Facility Lender (other than any Defaulting Lender), it being understood that at any time the Issuing Bank has Fronting Exposure to such Defaulting Lender, the L/C Participation Fee with respect to such Fronting Exposure shall be payable to each applicable Issuing Bank for its own account) through the Administrative Agent, on 10 Business Days after the fifth Business Day last day of JanuaryMarch, AprilJune, July September and October December of each year and on the earlier of the Maturity Date and three Business Days after the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fee (an “L/C Participation Fee”) on such ▇▇▇▇▇▇Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements), during the preceding quarter (or shorter period commencing with the First Restatement Effective Closing Date or ending with the Maturity Date or the date on which the Revolving Facility Commitments shall be terminated) at the rate per annum equal to the Applicable Margin for EurocurrencySOFR Eurocurrency Borrowings effective for each day in such period period, and (ii) to each Issuing Bank, for its own account account, (Ax) on 10 Business Days after the fifth Business Day last day of JanuaryMarch, AprilJune, July September and October December of each year and on the earlier of the Maturity Date and three Business Days after the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 0.1251/4 of 1% per annum of the daily average stated amount of such Letter of Credit) Credit or $1,000 per annum, whichever is higher, plus (By) in connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank’s customary issuance fees and customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable in Dollars on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower Parties, jointly and severally, agree agrees to pay to the Administrative Agent, for its own accountthe account of the Administrative Agent, the agency fees set forth in the Agency Fee Letter Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein or in such other amounts and at such other times as may be separately agreed in writing by the Administrative Agent and the Borrower from time to time (the “Administrative Agent Fees”). (d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent at the Payment Office for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower Parties Borrowers agree, jointly and severally, to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, on the fifth Business Day last day of JanuaryMarch, AprilJune, July September and October December in each year, year and on the earlier of the Maturity Date and the each date on which the Commitments Commitment of all the Lenders such Lender shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to the Applicable Spread per annum in effect from time to time on the daily unused amount of the Available Unused Commitment of such Lender during the preceding three calendar month period quarter (or other period commencing with on the First Restatement Effective Closing Date or ending with on the Maturity Date or the date on which the last of the Commitments of such Lender shall expire or be terminated) at a rate equal to the Applicable Commitment Fee). All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee Fees due to each Lender shall commence to accrue on the First Restatement Effective Closing Date and shall cease to accrue on the date on which the last of the Commitments Commitment of such Lender shall expire or be terminated as provided herein. (b) The Borrower Parties from time Borrowers agree, jointly and severally, to time pay to the Administrative Agent the fees set forth in the Fee Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”). (c) The Borrowers agree, jointly and severally, to pay (i) to each Revolving Lender (other than any Defaulting Lender, it being understood that at any time the Issuing Bank has Fronting Exposure to such Defaulting Lender, the L/C Participation Fee with respect to such Fronting Exposure shall be payable to each applicable Issuing Bank for its own account) through the Administrative Agent, on the fifth Business Day last day of JanuaryMarch, AprilJune, July September and October December of each year and on the earlier of the Maturity Date and the date on which the Commitments Commitment of all the Lenders such Lender shall be terminated as provided herein, a fee (an “L/C Participation Fee”) calculated on such ▇▇▇▇▇▇Lender’s Revolving Facility Applicable Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements), ) during the preceding quarter (or shorter period commencing with on the First Restatement Effective Closing Date or ending with on the Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Facility Commitments of all Lenders shall be have been terminated) at the a rate per annum equal to the Applicable Margin for EurocurrencySOFR Borrowings effective for each day in such period Spread from time to time used to determine the interest rate on Eurodollar Loans pursuant to Section 2.06(b) and (ii) to each the Issuing Bank, for its own account (A) on the fifth Business Day of January, April, July and October of each year and on the earlier of the Maturity Date and the date on which the Commitments of all the Lenders shall be terminated as provided herein, a fronting fee in Bank with respect of to each Letter of Credit issued by such Issuing Bank for the period from and including fronting fees set forth in the date of issuance of such Fee Letter of Credit to and including (the termination 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) plus (B) such Issuing Bank’s customary issuance fees and customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable in Dollars on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower Parties, jointly and severally, agree to pay to the Administrative Agent, for its own account, the agency fees set forth in the Fee Letter at the times specified therein or in such other amounts and at such other times as may be separately agreed in writing by the Administrative Agent and the Borrower from time to time (the “Administrative Agent Fees”). (d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent at the Payment Office for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the applicable Issuing BanksBank. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower Parties agree, jointly and severally, agrees to pay to the Administrative Agent in Dollars, for the account of each Revolving Credit Lender (other than any Defaulting Lender), through the Administrative Agent, on the fifth Business Day of January, April, July and October in each year, and on case pro rata according to the earlier of the Maturity Date and the date on which the respective Revolving Credit Commitments of all the Lenders shall be terminated as provided hereinsuch Lenders), a commitment fee (a the “Commitment Fee”) for each day from the Original Closing Date to the Revolving Credit Termination Date. Each Commitment Fee shall be payable (x) quarterly in arrears on the daily amount last Business Day of each March, June, September and December (for the Available Unused Commitment of such Lender during the preceding three calendar three-month period (or other period commencing with portion thereof) ended on such day for which no payment has been received) (provided that, the First Restatement Effective Date or ending with the date on which the last of the Commitments of first such Lender payment shall be terminatedon December 31, 2007 and shall relate to the period from the Original Closing Date and ended on such date) and (y) on the Revolving Credit Termination Date (for the period ended on such date for which no payment has been received pursuant to clause (x) above), and shall be computed for each day during such period at a rate per annum equal to the Applicable Commitment Fee. All Commitment Fees shall be computed Fee Rate in effect on such day on the basis of the actual number of days elapsed Available Commitment in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which effect on such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the First Restatement Effective Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as provided hereinday. (b) The Borrower Parties from time to time agree, jointly and severally, agrees to pay (i) to the Administrative Agent in Dollars, for the account of each Revolving Delayed Draw Term Loan Lender (other than any Defaulting Lenderin each case pro rata according to the respective Delayed Draw Term Loan Commitments of all such Lenders), it being understood that at any time a commitment fee (the Issuing Bank has Fronting Exposure “Delayed Draw Commitment Fee”) for each day from the Original Closing Date to such Defaulting Lenderthe Delayed Draw Term Loan Commitment Termination Date. Except as provided below, the L/C Participation each Delayed Draw Commitment Fee with respect to such Fronting Exposure shall be payable to each applicable Issuing Bank for its own account(x) through the Administrative Agent, quarterly in arrears on the fifth last Business Day of Januaryeach March, AprilJune, July September and October of each year December (for the three-month period (or portion thereof) ended on such day for which no payment has been received) (provided that, the first such payment shall be on December 31, 2007 and shall relate to the period from the Original Closing Date and ended on such date) and (y) on the earlier of Delayed Draw Term Loan Commitment Termination Date (for the Maturity Date period ended on such date for which no payment has been received pursuant to clause (x) above), and the date on which the Commitments of all the Lenders shall be terminated as provided herein, computed for each day during such period at a fee (an “L/C Participation Fee”) on such ▇▇▇▇▇▇’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements), during the preceding quarter (or shorter period commencing with the First Restatement Effective Date or ending with the Maturity Date or the date on which the Revolving Facility Commitments shall be terminated) at the rate per annum equal to the Applicable Margin for EurocurrencySOFR Borrowings effective for each Delayed Draw Commitment Fee Rate in effect on such day in such period and (ii) to each Issuing Bank, for its own account (A) on the fifth Business Day Available Delayed Draw Commitment in effect on such day. (c) The Borrower agrees to pay to the Administrative Agent in Dollars for the account of January, April, July and October of each year and the Revolving Credit Lenders pro rata on the earlier basis of the Maturity Date and the date on which the Commitments their respective Letter of all the Lenders shall be terminated as provided hereinCredit Exposure, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank (the “Letter of Credit Fee”), for the period from and including the date of issuance of such Letter of Credit to and including the termination date of such Letter of Credit computed at the per annum rate for each day equal to the Applicable LIBOR Margin for Revolving Credit Loans minus 0.125% per annum on the average daily Stated Amount of such Letter of Credit (provided that in no event shall the payment of Letter of Credit Fees in excess of the amounts payable pursuant to the last two sentences of this subclause (b) be required). Except as provided below, such Letter of Credit Fees shall be due and payable (x) quarterly in arrears on the last Business Day of each March, June, September and December (provided that, the first such payment shall be on December 31, 2007 and shall relate to the period from the Original Closing Date and ended on such date) and (y) on the date upon which the Total Revolving Credit Commitment terminates and the Letters of Credit Outstanding shall have been reduced to zero. (d) The Borrower agrees to pay to the Administrative Agent in Dollars, for its own account, administrative agent fees as have been previously agreed in writing or as may be agreed in writing from time to time. (e) The Borrower agrees to pay to each Letter of Credit Issuer a fee in Dollars in respect of each Letter of Credit issued by it (the “Fronting Fee”), for the period from the date of issuance of such Letter of Credit to the termination date of such Letter of Credit, computed at a the rate for each day equal to 0.125% per annum of on the average daily stated amount Stated Amount of such Letter of Credit) plus Credit (B) or at such Issuing Bank’s customary issuance fees other rate per annum as agreed in writing between the Borrower and customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”the Letter of Credit Issuer). All L/C Participation Such Fronting Fees and Issuing Bank Fees that are payable in Dollars on a per annum basis shall be computed due and payable (x) quarterly in arrears on the basis last Business Day of each March, June, September and December (provided that, the actual number first such payment shall be on December 31, 2007 and shall relate to the period from the Original Closing Date and ended on such date) and (y) on the date upon which the Total Revolving Credit Commitment terminates and the Letters of days elapsed in a year of 360 daysCredit Outstanding shall have been reduced to zero. (cf) The Borrower Parties, jointly and severally, agree agrees to pay directly to the Administrative AgentLetter of Credit Issuer in Dollars upon each issuance of, for its own accountdrawing under, and/or amendment of, a Letter of Credit issued by it such amount as the agency fees set forth in the Fee Letter at the times specified therein or in such other amounts and at such other times as may be separately agreed in writing by the Administrative Agent of Credit Issuer and the Borrower from time to time (the “Administrative Agent Fees”)shall have agreed upon for issuances of, drawings under or amendments of, letters of credit issued by it. (dg) All Fees Notwithstanding the foregoing, the Borrower shall not be paid on the dates due, in immediately available funds, obligated to the Administrative Agent at the Payment Office for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly pay any amounts to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstancesDefaulting Lender pursuant to this Section 4.1.

Fees. (a) The Borrower Parties agree, jointly and severally, to Company shall pay to each Lender (other than any Defaulting Lender), through the Administrative AgentAgent for the account of each US$ Lender, on the fifth Business Day of January, April, July and October US$-Canadian Lender or Multi-Currency Lender commitment fees in each year, and on the earlier of the Maturity Date and the date on which the Commitments of all the Lenders shall be terminated as provided herein, a commitment fee (a “Commitment Fee”) Dollars on the daily average unused amount of such Lender's US$ Commitment, US$-Canadian Commitment or Multi-Currency Commitment, as the Available Unused Commitment of such Lender during the preceding three calendar month period case may be, (or other period commencing with the First Restatement Effective Date or ending with the date on which the last of the Commitments of such Lender shall be terminated) at a rate equal to the Applicable Commitment Fee. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated purpose, (i) the aggregate amount of any Letter of Credit Liabilities under the US$ Commitments or the Multi-Currency Commitments shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue a PRO RATA (based on the First Restatement US$ Commitments or the Multi-Currency Commitments, as the case may be) use of each Lender's US$ Commitment or Multi-Currency Commitment, as the case may be, and (ii) the daily average amount of each US$-Canadian Lender's US$-Canadian Commitment shall be determined after giving effect to the allocation of the Canadian Commitments and the US$-Canadian Commitments pursuant to subsection 2.6 of Annex A hereto) for the period from the Effective Date to and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as provided herein. (b) The Borrower Parties from time to time agree, jointly and severally, to pay (i) to each Revolving Lender (other than any Defaulting Lender, it being understood that at any time the Issuing Bank has Fronting Exposure to such Defaulting Lender, the L/C Participation Fee with respect to such Fronting Exposure shall be payable to each applicable Issuing Bank for its own account) through the Administrative Agent, on the fifth Business Day of January, April, July and October of each year and on including the earlier of the Maturity Date date the Revolving Commitments are terminated and the date on which the Commitments of all the Lenders shall be terminated as provided hereinCommitment Termination Date, at a fee (an “L/C Participation Fee”) on such ▇▇▇▇▇▇’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements), during the preceding quarter (or shorter period commencing with the First Restatement Effective Date or ending with the Maturity Date or the date on which the Revolving Facility Commitments shall be terminated) at the rate per annum equal to the Applicable Margin for EurocurrencySOFR Borrowings effective for each day Commitment Fee Rate in such period and (ii) effect from time to each Issuing Bank, for its own account (A) time. Accrued commitment fees under this Section 2.03 shall be payable on the fifth Business Day of January, April, July and October of each year Quarterly Dates and on the earlier of the Maturity Date date the Revolving Commitments are terminated and the date on which the Commitments of all the Lenders Commitment Termination Date. The Company shall be terminated as provided herein, a fronting fee in respect of each Letter of Credit issued by such Issuing pay to JPMorgan Chase Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 0.125% per annum of the daily stated amount of such Letter of Credit) plus (B) such Issuing Bank’s customary issuance fees and customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable in Dollars on a per annum basis shall be computed on the basis of Effective Date syndication, agency and additional commitment fees in the actual number of days elapsed amounts heretofore mutually agreed in a year of 360 days. (c) writing. The Borrower Parties, jointly and severally, agree to Company shall pay to the Administrative AgentAgent on the Effective Date and on each anniversary thereof, for its own accountso long as any of the Commitments are in effect and until payment in full of all Loans hereunder, the all interest thereon and all other amounts payable hereunder, an annual agency fees set forth fee in the Fee Letter at the times specified therein or in such other amounts and at such other times as may be separately amount heretofore mutually agreed in writing by the Administrative Agent and the Borrower from time to time (the “Administrative Agent Fees”)writing. (d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent at the Payment Office for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower Parties agree, jointly and severally, agrees to pay to each Lender (other than any Defaulting Lender), through the Administrative AgentAgent for the account of each Revolving Facility Lender, on the fifth last Business Day of January, April, July and October in each year, fiscal quarter (commencing on the last Business Day of the first full fiscal quarter after the Closing Date) and on the earlier of the Maturity Date and the date on which the Revolving Facility Commitments of all the Revolving Facility Lenders shall be terminated as provided herein, a commitment fee (a the “Revolving Commitment Fee”) in Dollars on the daily amount of the applicable Available Unused Commitment of such Revolving Facility Lender during the preceding three calendar month period quarter (or other period commencing with the First Restatement Effective Closing Date or ending with the date on which the last of the Revolving Facility Commitments of such Revolving Facility Lender shall be terminated) at a rate equal to the Applicable Commitment Fee. All Revolving Commitment Fees shall be computed on the basis of the actual number of days elapsed (including the first day but excluding the last) in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Revolving Commitment Fee due to each Revolving Facility Lender shall commence to accrue on the First Restatement Effective Closing Date and shall cease to accrue on the date on which the last of the Revolving Facility Commitments of such Revolving Facility Lender shall be terminated as provided herein. (b) The Borrower Parties agrees to pay from time to time agree, jointly and severally, to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender (other than any Defaulting Lender, it being understood that at any time the Issuing Bank has Fronting Exposure to such Defaulting Lender, the L/C Participation Fee with respect to such Fronting Exposure shall be payable to of each applicable Issuing Bank for its own account) through the Administrative AgentClass, on the fifth last Business Day of January, April, July and October each fiscal quarter (commencing on the last Business Day of each year the first full fiscal quarter after the Closing Date) and on the earlier of the Maturity Date and the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fee (an “L/C Participation Fee”) in Dollars on such ▇▇▇▇▇▇Lender’s Revolving Facility Percentage of the daily aggregate average Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements)) of such Class, during the preceding quarter (or shorter other period commencing with the First Restatement Effective Closing Date or ending with the Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments of such Class shall be terminated; provided, that any such fees accruing after the date on which such Revolving Facility Commitments terminate shall be payable on demand) at the rate per annum equal to the Applicable Margin for EurocurrencySOFR Term Benchmark Revolving Facility Borrowings of such Class effective for each day in such period period, and (ii) to each Issuing Bank, for its own account (Ax) on the fifth last Business Day of January, April, July and October each fiscal quarter (commencing on the last Business Day of each year the first full fiscal quarter after the Closing Date) and on the earlier of the Maturity Date and the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided hereinterminated, a fronting fee in Dollars in respect of each Letter of Credit issued by such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 0.125% (or such lesser rate as may be agreed by the Borrower and the applicable Issuing Bank from time to time) per annum of the dollar equivalent of the daily stated amount of such Letter of Credit) ), plus (By) in connection with the issuance, amendment, cancellation, negotiation, presentment, renewal, extension or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank’s customary issuance fees and customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable in Dollars on a per annum basis shall be computed on the basis of the actual number of days elapsed (including the first day but excluding the last) in a year of 360 days. (c) The Borrower Parties, jointly and severally, agree agrees to pay to the Administrative Agent, for its own accountthe account of the Administrative Agent, the agency fees set forth administrative agent fee separately agreed in writing, in the Fee Letter amounts and, at the times specified therein or in such other amounts and at such other times as may be separately agreed in writing by the Administrative Agent and the Borrower from time to time (the “Administrative Agent Fees”). (d) All Fees shall be paid on In consideration of the dates dueAmendment No. 1 Delayed Draw Term Loan Commitment, in immediately available funds, the Borrower agrees to pay to the Administrative Agent at for the Payment Office for distributionratable benefit of the Amendment No. 1 Delayed Draw Term Loan Lenders, on the last Business Day of each fiscal quarter (commencing on the last Business Day of the first full fiscal quarter after the Amendment No. 1 Effective Date) and on the Amendment No. 1 Delayed Draw Commitment Fee End Date (as defined below), a commitment fee (the “Amendment No. 1 Delayed Draw Commitment Fee”; together with the Revolving Commitment Fee, the “Commitment Fees”) in Dollars in an amount equal to the Applicable Commitment Fee per annum on the average daily unused amount of the Amendment No. 1 Delayed Draw Term Loan Committed Amount then in effect (other than that portion attributable to the Defaulting Lenders, if any), accruing from and as appropriate, among including the Lenders, except that Issuing Bank Fees shall be paid directly Amendment No. 1 Effective Date to the applicable Issuing Banksearlier of (i) Amendment No. Once paid, none 1 Delayed Draw Termination Date or (ii) the termination of the Fees shall be refundable under any circumstances.Amendment No. 1 Delayed Draw Term Loan Commitments whether by funding of the Amendment No. 1 Delayed Draw Term Loans or otherwise (the earlier of clauses (i) and (ii), the “Amendment No. 1

Fees. (a) The Borrower Parties agree, jointly and severally, agrees to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, on the fifth last Business Day of JanuaryMarch, AprilJune, July September and October December in each year, year and on the earlier of the Maturity Date and the each date on which the Commitments any Commitment of all the Lenders such Lender shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to the Applicable Rate per annum in effect from time to time on the daily unused amount of the Available Unused Commitment Revolving Credit Commitments of such Lender (other than the Swingline Commitment) during the preceding three calendar month period quarter (or other period commencing with the First Restatement Effective Closing Date or ending with the applicable Revolving Credit Maturity Date or the date on which the last of the Revolving Credit Commitments of such Lender shall expire or be terminated) at a rate equal to the Applicable Commitment Fee, as applicable). All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the First Restatement Effective Closing Date and shall cease to accrue on the date on which the last of the Commitments Commitment of such Lender shall expire or be terminated as provided herein. For purposes of calculating Commitment Fees only, no portion of the Revolving Credit Commitments shall be deemed utilized as a result of outstanding Swingline Loans. (b) The Borrower Parties agrees to pay to the Agent, for its own account, the agency fees set forth in the Engagement Letter, as amended, restated, supplemented or otherwise modified from time to time agreetime, jointly or such agency fees as may otherwise be separately agreed upon by the Borrower and severally, the Agent payable in the amounts and at the times specified therein or as so otherwise agreed upon (the “Agent Fees”). (c) The Borrower agrees to pay (i) to each Dollar Revolving Credit and Multicurrency Revolving Credit Lender (other than any Defaulting Lender, it being understood that at any time the Issuing Bank has Fronting Exposure to such Defaulting Lender, the L/C Participation Fee with respect to such Fronting Exposure shall be payable to each applicable Issuing Bank for its own account) through the Administrative Agent, on the fifth last Business Day of JanuaryMarch, AprilJune, July September and October December of each year and on the earlier of the Maturity Date and the date on which the Commitments applicable Revolving Credit Commitment of all the Lenders such Lender shall be terminated as provided herein, a fee (an “L/C Participation Fee”) calculated on such ▇▇▇▇▇▇Lender’s Revolving Facility Pro Rata Percentage of the daily aggregate Revolving Dollar L/C Exposure or Multicurrency L/C Exposure, respectively (excluding the portion thereof attributable to unreimbursed L/C Disbursements), ) during the preceding quarter (or shorter period commencing with the First Restatement Effective Closing Date or ending with the applicable Revolving Credit Maturity Date or the date on which all Letters of Credit issued under the applicable Class have been canceled or have expired and the Revolving Facility Credit Commitments of all Lenders of the applicable Class shall be have been terminated) at the a rate per annum equal to the Applicable Margin for EurocurrencySOFR Rate from time to time used to determine the interest rate on Revolving Credit Borrowings effective for each day in such period of the applicable Class comprised of Eurocurrency Loans pursuant to Section 2.12, and (ii) to each the Issuing Bank, for its own account (A) on the fifth Business Day with respect to each Letter of January, April, July and October of each year and on the earlier of the Maturity Date and the date on which the Commitments of all the Lenders shall be terminated as provided hereinCredit, a fronting fee in respect of each Letter of Credit issued at a rate to be agreed upon by such the Borrower and the Issuing Bank for (which shall equal 0.25% per annum when the period from and including Issuing Bank is Credit Suisse AG) on the date of issuance of such Letter of Credit to and including the termination aggregate outstanding face amount of such Letter of Credit, computed at a rate equal and the standard issuance and drawing fees specified from time to 0.125% per annum of time by the daily stated amount of such Letter of Credit) plus Issuing Bank (B) such Issuing Bank’s customary issuance fees and customary documentary and processing fees and charges (collectively, the “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable in Dollars on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (cd) The Borrower Parties, jointly and severally, agree agrees to pay to the Administrative Agent, for its own accountthe account of each Tranche F Term Lender, a ticking fee (a “Delayed Draw Ticking Fee”) equal to the agency fees set forth sum of (i) the Applicable Rate with respect to Eurocurrency Tranche F Term Loans and (ii) 0.75% per annum on the daily amount of the outstanding Delayed Draw Tranche F Term Loan Commitment of such Tranche F Term Lender during the period from and including the date that is 31 days after the 2016 Effective Date through and including the earliest of (x) the Delayed Draw Funding Date, (y) the Delayed Draw Term Commitment Termination Date and (z) the date on which the Tranche F Term Loan Commitment of such Lender shall otherwise expire or be terminated in full. The Delayed Draw Ticking Fees shall be computed on the Fee Letter at basis of the times specified therein or actual number of days elapsed in such other amounts a year of 360 days. The Delayed Draw Ticking Fees shall be payable quarterly in arrears and at such other times as may be separately agreed in writing by on the Administrative Agent earlier to occur of the Delayed Draw Funding Date and the Borrower from time to time (date on which the “Administrative Agent Fees”)Delayed Draw Tranche F Term Loan Commitments shall otherwise expire or be terminated as provided herein. (de) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent at the Payment Office for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the applicable Issuing BanksBank. Once paid, none of the Fees shall be refundable under any circumstancescircumstances absent manifest error in the calculation of such fees.

Fees. (a) The Borrower Parties agree, jointly and severally, agrees to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, on the fifth last Business Day of JanuaryMarch, AprilJune, July September and October December in each year, year and on the earlier of the Maturity Date and the each date on which the Commitments any Commitment of all the Lenders such Lender shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to the Applicable Rate per annum in effect from time to time on the daily unused amount of the Available Unused Commitment Revolving Credit Commitments of such Lender (other than the Swingline Commitment) during the preceding three calendar month period quarter (or other period commencing with the First Restatement Effective Closing Date or ending with the applicable Revolving Credit Maturity Date or the date on which the last of the Revolving Credit Commitments of such Lender shall expire or be terminated) at a rate equal to the Applicable Commitment Fee, as applicable). All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the First Restatement Effective Closing Date and shall cease to accrue on the date on which the last of the Commitments Commitment of such Lender shall expire or be terminated as provided herein. For purposes of calculating Commitment Fees only, no portion of the Revolving Credit Commitments shall be deemed utilized as a result of outstanding Swingline Loans. (b) The Borrower Parties agrees to pay to the Agent, for its own account, the agency fees set forth in the Engagement Letter, as amended, restated, supplemented or otherwise modified from time to time agreetime, jointly or such agency fees as may otherwise be separately agreed upon by the Borrower and severally, the Agent payable in the amounts and at the times specified therein or as so otherwise agreed upon (the “Agent Fees”). (c) The Borrower agrees to pay (i) to each Dollar Revolving Credit and Multicurrency Revolving Credit Lender (other than any Defaulting Lender, it being understood that at any time the Issuing Bank has Fronting Exposure to such Defaulting Lender, the L/C Participation Fee with respect to such Fronting Exposure shall be payable to each applicable Issuing Bank for its own account) through the Administrative Agent, on the fifth last Business Day of JanuaryMarch, AprilJune, July September and October December of each year and on the earlier of the Maturity Date and the date on which the Commitments applicable Revolving Credit Commitment of all the Lenders such Lender shall be terminated as provided herein, a fee (an “L/C Participation Fee”) calculated on such ▇▇▇▇▇▇Lender’s Revolving Facility Pro Rata Percentage of the daily aggregate Revolving Dollar L/C Exposure or Multicurrency L/C Exposure, respectively (excluding the portion thereof attributable to unreimbursed L/C Disbursements), ) during the preceding quarter (or shorter period commencing with the First Restatement Effective Closing Date or ending with the applicable Revolving Credit Maturity Date or the date on which all Letters of Credit issued under the applicable Class have been canceled or have expired and the Revolving Facility Credit Commitments of all Lenders of the applicable Class shall be have been terminated) at the a rate per annum equal to the Applicable Margin for EurocurrencySOFR Rate from time to time used to determine the interest rate on Revolving Credit Borrowings effective for each day in such period of the applicable Class comprised of Eurocurrency Loans pursuant to Section 2.12, and (ii) to each the Issuing Bank, for its own account (A) on the fifth Business Day with respect to each Letter of January, April, July and October of each year and on the earlier of the Maturity Date and the date on which the Commitments of all the Lenders shall be terminated as provided hereinCredit, a fronting fee in respect of each Letter of Credit issued at a rate to be agreed upon by such the Borrower and the Issuing Bank for (which shall equal 0.25% per annum when the period from and including Issuing Bank is Credit Suisse AG) on the date of issuance of such Letter of Credit to and including the termination aggregate outstanding face amount of such Letter of Credit, computed at a rate equal and the standard issuance and drawing fees specified from time to 0.125% per annum of time by the daily stated amount of such Letter of Credit) plus Issuing Bank (B) such Issuing Bank’s customary issuance fees and customary documentary and processing fees and charges (collectively, the “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable in Dollars on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (cd) The Borrower Parties, jointly and severally, agree to pay to the Administrative Agent, for its own account, the agency fees set forth in the Fee Letter at the times specified therein or in such other amounts and at such other times as may be separately agreed in writing by the Administrative Agent and the Borrower from time to time (the “Administrative Agent Fees”)[Reserved]. (de) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent at the Payment Office for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the applicable Issuing BanksBank. Once paid, none of the Fees shall be refundable under any circumstancescircumstances absent manifest error in the calculation of such fees.

Fees. (a) The Borrower Parties agree, jointly and severally, agrees to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, on the fifth last Business Day of JanuaryMarch, AprilJune, July September and October December in each year, year and on the earlier of the Maturity Date and the each date on which the Commitments any Commitment of all the Lenders such Lender shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to 0.50% per annum on the daily unused amount of the Available Unused Commitment Commitments of such Lender (other than the Swingline Commitment) during the preceding three calendar month period quarter (or other period commencing with the First Restatement Effective Date date hereof or ending with the Revolving Credit Maturity Date or the date on which the last of the Commitments of such Lender shall expire or be terminated) at ); provided that any commitment fee accrued with respect to any of the Commitments of a rate equal Defaulting Lender during the period prior to the Applicable Commitment Feetime such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided, further that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the First Restatement Effective Date date hereof and shall cease to accrue on the date on which the last of the Commitments Commitment of such Lender shall expire or be terminated as provided herein. For purposes of calculating Commitment Fees only, no portion of the Revolving Credit Commitments shall be deemed utilized as a result of outstanding Swingline Loans. (b) The Borrower Parties from time agrees to time agreepay to the Administrative Agent, jointly for its own account, the administration fees set forth in the Fee Letter at the times and severally, in the amounts specified therein (the “Administrative Agent Fees”). (c) The Borrower agrees to pay (i) to each Revolving Lender (other than any Defaulting Credit Lender, it being understood that at any time the Issuing Bank has Fronting Exposure to such Defaulting Lender, the L/C Participation Fee with respect to such Fronting Exposure shall be payable to each applicable Issuing Bank for its own account) through the Administrative Agent, on the fifth Business Day of January, April, July and October of each year and on the earlier of the Maturity Fee Payment Date and the date on which the Commitments of all the Lenders shall be terminated as provided herein, a fee (an “L/C Participation Fee”) calculated on such ▇▇▇▇▇▇Lender’s Revolving Facility Pro Rata Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements), ) during the preceding quarter (or shorter period commencing with the First Restatement Effective Date date hereof or ending with the Revolving Credit Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Facility Credit Commitments of all Lenders shall be have been terminated) at the a rate per annum equal to the Applicable Margin for EurocurrencySOFR Percentage from time to time used to determine the interest rate on Revolving Credit Borrowings effective for each day in such period comprised of Eurodollar Loans pursuant to Section 2.6, and (ii) to each the Issuing Bank, for its own account (A) on the fifth Business Day of January, April, July and October of each year and on the earlier of the Maturity Date and the date on which the Commitments of all the Lenders shall be terminated as provided hereinaccount, a fronting fee in respect of 0.25% per annum on the undrawn and unexpired amount of each Letter of Credit issued by such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 0.125% per annum of payable quarterly in arrears on each Fee Payment Date after the daily stated amount of such Letter of Credit) plus issuance date (B) such Issuing Bank’s customary issuance fees and customary documentary and processing fees and charges (collectively, the “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable in Dollars on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower Parties, jointly and severally, agree to pay to the Administrative Agent, for its own account, the agency fees set forth in the Fee Letter at the times specified therein or in such other amounts and at such other times as may be separately agreed in writing by the Administrative Agent and the Borrower from time to time (the “Administrative Agent Fees”). (d) All Fees shall be paid in Dollars on the dates due, in immediately available funds, to the Administrative Agent at the Payment Office for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the applicable Issuing BanksBank. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower Parties agree, jointly and severally, agrees to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, on the fifth date that is three Business Day Days after the last day of JanuaryMarch, AprilJune, July September and October December in each year, year and on the earlier of the Maturity Date and the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a commitment fee (a “Commitment Fee”) on the daily amount of the applicable Available Unused Commitment of such Lender during the preceding three calendar month period quarter (or other period commencing with the First Restatement Effective Closing Date or ending with the date on which the last of the Commitments of such Lender shall be terminated) at a rate equal to the Applicable Commitment FeeFee accrued up to the last Business Day of each March, June, September and December. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose purposes of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the First Restatement Effective Closing Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as provided herein. (b) The Borrower Parties from time to time agree, jointly and severally, agrees to pay (i) to each Revolving Facility Lender of each Class (other than any Defaulting Lender), it being understood that at any time the Issuing Bank has Fronting Exposure to such Defaulting Lender, the L/C Participation Fee with respect to such Fronting Exposure shall be payable to each applicable Issuing Bank for its own account) through the Administrative Agent, on the fifth date that is three Business Day Days after the last day of JanuaryMarch, AprilJune, July September and October December of each year and on the earlier of the Maturity Date and the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) on such ▇▇▇▇▇▇Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements)) of such Class, during the preceding quarter (or shorter period commencing with the First Restatement Effective Closing Date or ending with the Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments of such Class shall be terminated) at the rate per annum equal to the Applicable Margin for EurocurrencySOFR Eurocurrency Revolving Facility Borrowings of such Class effective for each day in such period accrued up to the last Business Day of each March, June, September and December, and (ii) to each Issuing Bank, for its own account (Ax) on the fifth date that is three Business Day Days after the last day of JanuaryMarch, AprilJune, July September and October December of each year and on the earlier of the Maturity Date and the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided hereinterminated, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 0.1251/8 of 1.00% per annum of the Dollar Equivalent of the daily stated amount of such Letter of Credit) , plus (By) in connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank’s customary issuance fees and customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable in Dollars on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower Parties, jointly and severally, agree agrees to pay to the Administrative Agent, for its own accountthe account of the Administrative Agent, the agency fees “Senior Facilities Administration Fee” as set forth in the Fee Letter Letter, as may be amended, restated, supplemented or otherwise modified from time to time, at the times specified therein or in such other amounts and at such other times as may be separately agreed in writing by the Administrative Agent and the Borrower from time to time (the “Administrative Agent Fees”). (d) In the event that, on or prior to the date that is six months after the November 2017 Effective Date, the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) with the proceeds of any new or replacement tranche of long-term secured term loans that are broadly syndicated to banks and other institutional investors in financings similar to the Term B Loans and have an All-in Yield that is less than the All-in Yield of such Term B Loans (other than, for the avoidance of doubt, with respect to securitizations) or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan Lenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment. Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faith. (e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent at the Payment Office for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower Parties agree, jointly and severally, agrees to pay to each Lender the Agent for the account of the Revolving Credit Lenders (other than any Defaulting Lender) in accordance with their respective Revolving Credit Commitment Percentages a facility unused fee, which shall accrue during the period from and including the Closing Date to, but excluding, the Investment Grade Pricing Date, calculated at the Unused Fee Rate on the actual daily amount by which the Total Revolving Credit Commitment exceeds the outstanding principal amount of Revolving Credit Exposure during each calendar quarter or portion thereof commencing on the Closing Date and ending on the Revolving Credit Maturity Date, in all cases subject to §14.16(a)(iii), through . The facility unused fee shall be calculated by Agent for each quarter based on the Administrative Agent, ratio (expressed as a percentage) of (a) the actual daily amount of the outstanding principal amount of the Revolving Credit Exposure during such quarter to (b) the Total Revolving Credit Commitment. The facility unused fee shall be payable quarterly in arrears on the fifth Business Day (5th) day of January, April, July and October in each yearcalendar quarter for the immediately preceding calendar quarter or portion thereof, and on the any earlier of the Maturity Date and the date on which the Revolving Credit Commitments of all the Lenders shall be terminated reduced or shall terminate as provided hereinin §2.5, with a commitment fee (a “Commitment Fee”) final payment on the daily amount of the Available Unused Commitment of such Lender during the preceding three calendar month period (or other period commencing with the First Restatement Effective Date or ending with the date on which the last of the Commitments of such Lender shall be terminated) at a rate equal to the Applicable Commitment Fee. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the First Restatement Effective Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as provided hereinRevolving Credit Maturity Date. (b) The From and after the Investment Grade Pricing Date, the Borrower Parties from time to time agree, jointly and severally, agrees to pay (i) to each the Agent for the account of the Revolving Lender Credit Lenders (other than any Defaulting Lender) in accordance with their respective Revolving Credit Commitment Percentages a facility fee (the “Facility Fee”) which shall accrue at the per annum rate referenced in the grid set forth in clause (b) of the definition of Applicable Margin, it being understood that at any time times the Issuing Bank has Fronting Exposure to such Defaulting Lender, the L/C Participation Fee with respect to such Fronting Exposure Total Revolving Credit Commitment. Such fee shall be payable to each applicable Issuing Bank for its own account) through the Administrative Agent, quarterly in arrears on the fifth Business Day of January, April, July and October (5th) day of each year calendar quarter for the immediately preceding calendar quarter or portion thereof, and on the any earlier of the Maturity Date and the date on which the Commitments of all the Lenders shall be terminated as provided herein, a fee (an “L/C Participation Fee”) on such ▇▇▇▇▇▇’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements), during the preceding quarter (or shorter period commencing with the First Restatement Effective Date or ending with the Maturity Date or the date on which the Revolving Facility Credit Commitments shall be terminated) at the rate per annum equal to the Applicable Margin for EurocurrencySOFR Borrowings effective for each day reduced or shall terminate as provided in such period and (ii) to each Issuing Bank§2.5, for its own account (A) with a final payment on the fifth Business Day of January, April, July and October of each year and on the earlier of the Revolving Credit Maturity Date and the date on which the Commitments of all the Lenders shall be terminated as provided herein, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 0.125% per annum of the daily stated amount of such Letter of Credit) plus (B) such Issuing Bank’s customary issuance fees and customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable in Dollars on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 daysDate. (c) The Borrower Parties, jointly acknowledges that the fees payable hereunder are bona fide commitment fees and severally, agree to pay are intended as reasonable compensation to the Administrative Agent, Revolving Lenders for its own account, the agency fees set forth in the Fee Letter at the times specified therein or in such other amounts and at such other times as may be separately agreed in writing by the Administrative Agent and committing to make funds available to the Borrower from time to time (the “Administrative Agent Fees”)as described herein and for no other purposes. (d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent at the Payment Office for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower Parties agree, jointly and severally, agrees to pay to each Lender, without duplication of any other amounts paid to such Lender (other than any Defaulting Lender), through the Administrative Agent, on three Business Days after the fifth Business Day last day of JanuaryMarch, AprilJune, July September and October December in each year, and on the earlier of the Maturity Date and the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a commitment fee (a “Commitment Fee”) on the daily amount of the Available Unused Commitment of such Lender during the preceding three calendar month period quarter up until the last day of such quarter (or other period commencing with the First Restatement Effective Closing Date (or the last date on which such fee was paid) and ending with the last day of such quarter or the Revolving Facility Maturity Date or ending with the date on which the last of the Commitments of such Lender shall be terminated, as applicable) at a the rate per annum equal to the Applicable Commitment Fee0.50%. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence begin to accrue on the First Restatement Effective Closing Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as provided herein. (b) The Borrower Parties from time to time agree, jointly and severally, agrees to pay (i) to each Revolving Facility Lender (other than any Defaulting Lender), it being understood that at any time the Issuing Bank has Fronting Exposure to such Defaulting Lender, the L/C Participation Fee with respect to such Fronting Exposure shall be payable to each applicable Issuing Bank for its own account) through the Administrative Agent, on three Business Days after the fifth Business Day last day of JanuaryMarch, AprilJune, July September and October December of each year and on the earlier of the Maturity Date and the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fee (an a “Revolving L/C Participation Fee”) on such ▇▇▇▇▇▇Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed Revolving L/C Disbursements), during the preceding quarter (or shorter period commencing with the First Restatement Effective Closing Date (or the last date on which such fee was paid) and ending with the last day of such quarter or the Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments shall be terminated, as applicable) at the rate per annum equal to the Applicable Margin for EurocurrencySOFR Eurodollar Revolving Facility Borrowings effective for each day in such period and period. (iic) The Borrower from time to time agrees to pay to each Issuing Bank, for its own account account, (Ax) on the fifth last Business Day of JanuaryMarch, AprilJune, July September and October December of each year and on the earlier of the Maturity Date and the date on which the Revolving Facility Commitments of all the Lenders shall be terminated terminate as provided herein, a fronting fee in an amount equal to 0.25% per annum of the daily average stated amount of such Revolving Letter of Credit, in respect of each Revolving Letter of Credit issued by such Issuing Bank for the period from and including the date of issuance of such Revolving Letter of Credit to and including the termination of such Revolving Letter of Credit, computed at a rate equal to 0.125% per annum plus (y) in connection with the issuance, amendment or transfer of the daily stated amount of any such Revolving Letter of Credit) plus (B) Credit or any Revolving L/C Disbursement thereunder, such Issuing Bank’s customary issuance fees and customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All Revolving L/C Participation Fees and Issuing Bank Fees that are payable in Dollars on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (cd) The Borrower Parties, jointly and severally, agree agrees to pay to the Administrative Agent, for its own accountthe account of the Administrative Agent, the agency fees administrative fee set forth in clause (c) of the fourth paragraph of the Fee Letter at the times specified therein or in such other amounts administrative fee as agreed between the Borrower and at such other times as may be separately agreed in writing by the Administrative Agent and the Borrower from time to time in writing (such fees, the “Administrative Agent Fees”)) and to pay all other fees due and payable under clauses (a) and (b) of the fourth paragraph of the Fee Letter, provided, that, for the avoidance of doubt, for purposes of calculating the fees payable under clauses (a) and (b) of the fourth paragraph of the Fee Letter, the aggregate amount of the Revolving Facility on the Closing Date shall be equal to $400,000,000. (de) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent at the Payment Office for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower Parties agree, jointly and severally, agrees to pay (the “Commitment Fee”) to each Revolving Facility Lender (other than any Defaulting Lender), through the Administrative Agent, on the fifth date that is one Business Day after the last Business Day of JanuaryMarch, AprilJune, July September and October December in each year, and on the earlier of the Maturity Date and the date on which the Revolving Facility Commitments of all the Revolving Facility Lenders shall be terminated as provided herein, a commitment fee (a “Commitment Fee”) in Dollars on the daily amount of the Available Unused Commitment of such Lender under the Revolving Facility during the preceding three calendar month period quarter (or other period commencing with the First Restatement Effective Closing Date or ending with the date on which the last of the Revolving Facility Commitments of such Lender shall be terminated) at a rate equal to the Applicable Commitment Fee. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Revolving Facility Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Revolving Facility Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Revolving Facility Lender shall commence to accrue on the First Restatement Effective Closing Date and shall cease to accrue on the date on which the last of the Commitments of such Revolving Facility Lender shall be terminated as provided herein. (b) The Borrower Parties from time to time agree, jointly and severally, agrees to pay (i) to each Revolving Facility Lender (other than any Defaulting Lender), it being understood that at any time the Issuing Bank has Fronting Exposure to such Defaulting Lender, the L/C Participation Fee with respect to such Fronting Exposure shall be payable to each applicable Issuing Bank for its own account) through the Administrative Agent, on the fifth one Business Day after the last day of JanuaryMarch, AprilJune, July September and October December of each year and on the earlier of the Maturity Date and the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) on such ▇▇▇▇▇▇Lender’s Revolving Facility Percentage of the daily aggregate Revolving Outstanding Amount of L/C Exposure Obligations (excluding the portion thereof attributable to unreimbursed L/C Disbursements), Unreimbursed Amounts in respect of Letters of Credit) during the preceding quarter (or shorter period commencing with the First Restatement Effective Closing Date or ending with the Revolving Facility Maturity Date or the date on which the applicable Revolving Facility Commitments shall be terminated) at the rate per annum equal to the Applicable Margin for EurocurrencySOFR Eurocurrency Revolving Facility Borrowings effective for each day in such period period; provided, however, any L/C Participation Fee otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer, shall be payable, to the maximum extent permitted by applicable law, to the other Lenders in accordance with the upward adjustments in their respective Revolving Facility Percentage allocable to such Letter of Credit pursuant to Section 2.05(l), with the balance of such fee, if any, payable to the L/C Issuer for its own account and (ii) to each Issuing BankL/C Issuer, for its own account (Ax) on three Business Days after the fifth last Business Day of JanuaryMarch, AprilJune, July September and October December of each year and on the earlier of the Maturity Date and the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fronting fee in Dollars in respect of each Letter of Credit issued by such Issuing Bank L/C Issuer for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 0.1251/4 of 1% per annum of the Dollar Equivalent of the daily stated amount of such Letter of Credit) ), plus (By) in connection with the issuance, amendment or transfer of any such Issuing BankLetter of Credit or any drawing thereunder, such L/C Issuer’s customary issuance fees and customary documentary and processing fees and charges (collectively, “Issuing Bank L/C Issuer Fees”). All L/C Participation Fees and Issuing Bank L/C Issuer Fees that are payable in Dollars on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) During the period commencing at the time any Lender became a Defaulting Lender until such time, if any, as such Lender is no longer a Defaulting Lender, no Commitment Fee shall accrue with respect to any of the applicable Revolving Facility Commitments of such Defaulting Lender. Any Commitment Fees owing to any Defaulting Lender which accrued during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall be deferred and shall be payable only if and when such Lender is no longer a Defaulting Lender. (d) The Borrower Parties, jointly and severally, agree agrees to pay to the Administrative Agent, for its own accountthe account of the Administrative Agent, the agency fees set forth in the Fee Letter Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein or in such other amounts and at such other times as may be separately agreed in writing by the Administrative Agent and the Borrower from time to time (the “Administrative Agent Fees”). (de) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent at the Payment Office for distribution, if and as appropriate, among the Lenders, except that Issuing Bank L/C Issuer Fees shall be paid directly to the applicable Issuing BanksL/C Issuers and Administrative Agent Fees shall be for the account of the Administrative Agent. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower Parties agree, jointly and severally, agrees to pay to each Lender (other than any Defaulting Lender), through the Administrative AgentAgent for the account of each Revolving Lender, on the fifth last Business Day of January, April, July and October in each year, fiscal quarter (commencing on the last Business Day of the first full fiscal quarter after the Closing Date) and on the earlier of the Maturity Date and the date on which the Revolving Commitments of all the Revolving Lenders shall be terminated as provided herein, a commitment fee (a “Commitment Fee”) on the daily amount of the applicable Available Unused Commitment of such Revolving Lender during the preceding three calendar month period quarter (or other period commencing with the First Restatement Effective Closing Date or ending with the date on which the last of the Revolving Commitments of such Revolving Lender shall be terminated) at a rate equal to the Applicable Commitment Fee. All Commitment Fees shall be computed on the basis of the actual number of days elapsed (including the first day but excluding the last) in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Revolving Lender shall commence to accrue on the First Restatement Effective Closing Date and shall cease to accrue on the date on which the last of the Revolving Commitments of such Revolving Lender shall be terminated as provided herein. (b) The Borrower Parties agrees to pay from time to time agree, jointly and severally, to pay (i) to the Administrative Agent for the account of each Revolving Lender (other than any Defaulting Lender, it being understood that at any time the Issuing Bank has Fronting Exposure to such Defaulting Lender, the L/C Participation Fee with respect to such Fronting Exposure shall be payable to of each applicable Issuing Bank for its own account) through the Administrative AgentClass, on the fifth last Business Day of January, April, July and October each fiscal quarter (commencing on the last Business Day of each year the first full fiscal quarter after the Closing Date) and on the earlier of the Maturity Date and the date on which the Revolving Commitments of all the Revolving Lenders shall be terminated as provided herein, a fee (an “L/C Participation Fee”) on such ▇▇▇▇▇▇Revolving Lender’s Revolving Facility Percentage of the daily aggregate average Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements)) of such Class, during the preceding quarter (or shorter other period commencing with the First Restatement Effective Closing Date or ending with the Revolving Maturity Date or the date on which the Revolving Facility Commitments of such Class shall be terminated; provided, that any such fees accruing after the date on which such Revolving Commitments terminate shall be payable on demand) at the rate per annum equal to the Applicable Margin for EurocurrencySOFR SOFR Revolving Borrowings of such Class effective for each day in such period period, and (ii) to each Issuing Bank, for its own account (Ax) on the fifth last Business Day of January, April, July and October each fiscal quarter (commencing on the last Business Day of each year the first full fiscal quarter after the Closing Date) and on the earlier of the Maturity Date and the date on which the Revolving Commitments of all the Revolving Lenders shall be terminated as provided hereinterminated, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 0.125% (or such lesser rate as may be agreed by the Borrower and the applicable Issuing Bank from time to time) per annum annum, plus (y) in connection with the issuance, amendment, cancellation, negotiation, presentment, renewal, extension or transfer of the daily stated amount of any such Letter of Credit) plus (B) Credit or any L/C Disbursement thereunder, such Issuing Bank’s customary issuance fees and customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable in Dollars on a per annum basis shall be computed on the basis of the actual number of days elapsed (including the first day but excluding the last) in a year of 360 days. (c) The Borrower Parties, jointly and severally, agree agrees to pay to the Administrative Agent, for its own accountthe account of the Administrative Agent, the agency fees applicable “Agency Fee” as set forth in the Fee Letter Letter, in the amounts and, at the times specified therein or in such other amounts and at such other times as may be separately agreed in writing by the Administrative Agent and the Borrower from time to time (the “Administrative Agent Fees”). (d) . All Fees shall be paid on the dates due, in Dollars and immediately available funds, to the Administrative Agent at the Payment Office for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower Parties agree, jointly and severally, to shall pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, on the fifth Business Day date of January, April, July and October in each year, this Agreement and on the earlier last day of the Maturity Date March, June, September and the December in each year and on each date on which the Commitments Tender Facility Commitment or the Pre-Merger Revolving Credit Commitment of all the Lenders such Lender shall expire or be terminated as provided herein, a commitment fee (a “"Commitment Fee”") equal to 0.375% per annum on the average daily unused amount of the Available Unused Tender Facility Commitment and Pre-Merger Revolving Loan Commitment of such Lender during the preceding three calendar month period quarter (or other period commencing with the First Restatement Effective Date date, on or prior to the date of this Agreement, on which the Borrower shall accept the Commitments of such Lender or ending with the Pre-Merger Facilities Maturity Date or the date on which the last of the Commitments of such Lender shall expire or be terminated) at ). In addition, the Borrower shall, after the Merger Date, pay to each Lender, through the Administrative Agent, on the last day of March, June, September and December in each year and on the date on which the Term Facility Commitment and the Post-Merger Revolving Credit Commitment of such Lender shall expire or be terminated as provided herein, a rate Commitment Fee equal to the Applicable Percentage per annum in effect from time to time on the average daily unused amount of the Term Facility Commitment Feeand the Post-Merger Revolving Credit Commitment (taking into account such Lender's L/C Exposure as a used amount thereof) of such Lender during the preceding quarter (or other period commencing with the Merger Date or ending with the Post-Merger Facilities Maturity Date or the date on which the Term Facility Commitment and the Post-Merger Revolving Credit Commitment of such Lender shall expire or be terminated). All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the First Restatement Effective Date date of acceptance by the Borrower of the Commitment of such Lender and shall cease to accrue on the date on which the last of the Commitments Commitment of such Lender shall be terminated as provided herein. Notwithstanding this paragraph (a), no Commitment Fee shall be due or payable to any Lender that is a Defaulting Lender on the due date for payment of such Commitment Fee. (b) The Borrower Parties from time shall pay to time agreethe Administrative Agent, jointly for its own account, the administrative fees set forth in the Fee Letter at the times and severally, to in the amounts specified therein (the "Administrative Agent Fees"). (c) The Borrower shall pay (i) to each Revolving Credit Lender (other than any Defaulting Lenderwith a Post-Merger Revolving Credit Commitment, it being understood that at any time the Issuing Bank has Fronting Exposure to such Defaulting Lender, the L/C Participation Fee with respect to such Fronting Exposure shall be payable to each applicable Issuing Bank for its own account) through the Administrative Agent, on the fifth Business Day last day of JanuaryMarch, AprilJune, July September and October December of each year (commencing with the first such day following the Merger Date) and on the earlier of the Maturity Date and the date on which the Commitments Post-Merger Revolving Credit Commitment of all the Lenders such Lender shall be terminated as provided hereinpursuant to Section 2.09 and no Letter of Credit shall remain outstanding, a fee (an “"L/C Participation Fee”") calculated on such ▇▇▇▇▇▇’s Revolving Facility Lender's Pro Rata Percentage of the average daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements), during the preceding quarter (or shorter other period commencing with the First Restatement Effective Merger Date or ending with the Post-Merger Revolving Facilities Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Post-Merger Revolving Facility Credit Commitments of all Lenders shall expire or be terminatedterminated pursuant to Section 2.09) at the a rate per annum equal to the Applicable Margin for EurocurrencySOFR Percentage from time to time used pursuant to Section 2.06 to determine the interest rate on Revolving Credit Borrowings effective for each day in such period comprised of Eurodollar Loans, and (ii) to each the Issuing Bank, for its own account (A) Bank on the fifth Business Day last day of JanuaryMarch, AprilJune, July September and October December of each year and (commencing with the first such day following the Merger Date), a fronting fee of 0.125% per annum on the earlier of average daily aggregate L/C Exposure during the preceding quarter (or other period commencing with the Merger Date or ending with the Post-Merger Facilities Maturity Date and or the date on which all Letters of Credit have been canceled or have expired and the Post-Merger Revolving Credit Commitments of all the Lenders shall expire or be terminated as provided hereinterminated) and, a fronting fee in with respect of to each Letter of Credit issued Credit, any other fees agreed upon by such the Borrower and the Issuing Bank for plus, in connection with the period from issuance, amendment or transfer of any Letter of Credit or any L/C Disbursement, the Issuing Bank's customary documentary and including processing charges, as disclosed to the date of Borrower prior to the issuance of such Letter of Credit to and including (the termination 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) plus (B) such Issuing Bank’s customary issuance fees and customary documentary and processing fees and charges (collectively, “"Issuing Bank Fees”"). All L/C Participation Fees and Issuing Bank Fees that are payable in Dollars on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. . Notwithstanding this paragraph (c) The Borrower Parties), jointly and severally, agree no L/C Participation Fee shall be due or payable to pay to any Lender that is a Defaulting Lender on the Administrative Agent, due date for its own account, the agency fees set forth in the Fee Letter at the times specified therein or in payment of such other amounts and at such other times as may be separately agreed in writing by the Administrative Agent and the Borrower from time to time (the “Administrative Agent Fees”)L/C Participation Fee. (d) All The payment of Fees shall be paid on the dates due, in immediately available funds, subject to the Administrative Agent at the Payment Office for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances.Section 9.06

Fees. (a) The Borrower Parties agree, jointly and severally, agrees to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, on the fifth last Business Day of JanuaryMarch, AprilJune, July September and October December in each year, year and on the earlier of the Maturity Date and the each date on which the Commitments any Commitment of all the Lenders such Lender shall expire or be terminated as provided herein, a commitment fee (a “"Commitment Fee”") equal to 0.50% per annum on the daily unused amount of the Available Unused Commitment Commitments of such Lender (other than the Swingline Commitment) during the preceding three calendar month period quarter (or other period commencing with the First Restatement Effective Date date hereof or ending with the Revolving Credit Maturity Date or the date on which the last of the Commitments of such Lender shall expire or be terminated) at ); provided that any commitment fee accrued with respect to any of the Commitments of a rate equal Defaulting Lender during the period prior to the Applicable Commitment Feetime such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided, further that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the First Restatement Effective Date date hereof and shall cease to accrue on the date on which the last of the Commitments Commitment of such Lender shall expire or be terminated as provided herein. For purposes of calculating Commitment Fees only, no portion of the Revolving Credit Commitments shall be deemed utilized as a result of outstanding Swingline Loans. (b) The Borrower Parties from time agrees to time agreepay to the Administrative Agent, jointly for its own account, the administration fees set forth in the Fee Letter at the times and severally, in the amounts specified therein (the "Administrative Agent Fees"). (c) The Borrower agrees to pay (i) to each Revolving Lender (other than any Defaulting Credit Lender, it being understood that at any time the Issuing Bank has Fronting Exposure to such Defaulting Lender, the L/C Participation Fee with respect to such Fronting Exposure shall be payable to each applicable Issuing Bank for its own account) through the Administrative Agent, on the fifth Business Day of January, April, July and October of each year and on the earlier of the Maturity Fee Payment Date and the date on which the Commitments of all the Lenders shall be terminated as provided herein, a fee (an “"L/C Participation Fee”") calculated on such ▇▇▇▇▇▇’s Revolving Facility Lender's Pro Rata Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements), ) during the preceding quarter (or shorter period commencing with the First Restatement Effective Date date hereof or ending with the Revolving Credit Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Facility Credit Commitments of all Lenders shall be have been terminated) at the a rate per annum equal to the Applicable Margin for EurocurrencySOFR Percentage from time to time used to determine the interest rate on Revolving Credit Borrowings effective for each day in such period comprised of Eurodollar Loans pursuant to Section 2.6, and (ii) to each the Issuing Bank, for its own account (A) on the fifth Business Day of January, April, July and October of each year and on the earlier of the Maturity Date and the date on which the Commitments of all the Lenders shall be terminated as provided hereinaccount, a fronting fee in respect of 0.25% per annum on the undrawn and unexpired amount of each Letter of Credit issued by such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 0.125% per annum of payable quarterly in arrears on each Fee Payment Date after the daily stated amount of such Letter of Credit) plus issuance date (B) such Issuing Bank’s customary issuance fees and customary documentary and processing fees and charges (collectively, “the "Issuing Bank Fees”"). All L/C Participation Fees and Issuing Bank Fees that are payable in Dollars on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower Parties, jointly and severally, agree to pay to the Administrative Agent, for its own account, the agency fees set forth in the Fee Letter at the times specified therein or in such other amounts and at such other times as may be separately agreed in writing by the Administrative Agent and the Borrower from time to time (the “Administrative Agent Fees”). (d) All Fees shall be paid in Dollars on the dates due, in immediately available funds, to the Administrative Agent at the Payment Office for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the applicable Issuing BanksBank. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower Parties agree, jointly and severally, agrees to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, on the fifth last Business Day of JanuaryMarch, AprilJune, July September and October December in each year, year and on the earlier of the Maturity Date and the date on which the last of the Commitments of all the Lenders such Lender shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to the Applicable Percentage per annum on the daily unused amount of the Available Unused Revolving Credit Commitment of such Lender during the preceding three calendar month period quarter (or other period commencing with the First Restatement Effective Date date hereof or ending with the date on which the last of the Commitments of such Lender shall expire or be terminated) at a rate equal to the Applicable Commitment Fee). All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the First Restatement Effective Date date hereof and shall cease to accrue on the date on which the last of the Commitments of such Lender shall expire or be terminated as provided herein. For purposes of calculating Commitment Fees only, no portion of the Revolving Credit Commitments shall be deemed utilized by virtue of any Swingline Loan being outstanding. (b) The Borrower Parties from time agrees to time agreepay to the Administrative Agent, jointly for its own account, the administrative fees set forth in the Fee Letter at the times and severally, in the amounts specified therein (the “Administrative Agent Fees”). (c) The Borrower agrees to pay (i) to each Revolving Lender (other than any Defaulting Lender, it being understood that at any time the Issuing Bank has Fronting Exposure to such Defaulting Lender, the L/C Participation Fee with respect to such Fronting Exposure shall be payable to each applicable Issuing Bank for its own account) through the Administrative Agent, on the fifth last Business Day of JanuaryMarch, AprilJune, July September and October December of each year and on the earlier of the Maturity Date and the date on which the Commitments Revolving Credit Commitment of all the Lenders such Lender shall be terminated as provided herein, a fee (an “L/C Participation Fee”) calculated on such ▇▇▇▇▇▇Lender’s Revolving Facility Pro Rata Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements), ) during the preceding quarter (or shorter period commencing with the First Restatement Effective Date date hereof or ending with the Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Facility Credit Commitments of all Lenders shall be have been terminated) at the a rate per annum equal to the Applicable Margin for EurocurrencySOFR Percentage from time to time used to determine the interest rate on Borrowings effective for each day in such period comprised of Eurodollar Revolving Loans pursuant to Section 2.08 and (ii) to each Issuing Bank, for its own account Bank with respect to each Letter of Credit issued thereby (A) on the fifth last Business Day of JanuaryMarch, AprilJune, July September and October December of each year and on the earlier of the Maturity Date and the date on which the Commitments of all the Lenders shall be terminated as provided herein, a fronting fee in respect of each Letter Letters of Credit issued by such Issuing Bank for have been canceled or have expired, a fronting fee equal to a percentage per annum (as shall be agreed upon by the period from Borrower and including such Issuing Bank) of the date average daily aggregate face amount, during the preceding quarter (or shorter period, as provided above), of issuance of such Letter all outstanding Letters of Credit to issued by such Issuing Bank (the “Fronting Fee”) and including the termination 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) plus (B) the standard, issuance, drawing and amendment fees specified from time to time by such Issuing Bank’s customary issuance fees and customary documentary and processing fees and charges Bank (collectivelytogether with the Fronting Fee, the “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fronting Fees that are payable in Dollars on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower Parties, jointly and severally, agree to pay to the Administrative Agent, for its own account, the agency fees set forth in the Fee Letter at the times specified therein or in such other amounts and at such other times as may be separately agreed in writing by the Administrative Agent and the Borrower from time to time (the “Administrative Agent Fees”). (d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent at the Payment Office for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances; provided, however, that the foregoing shall in no event constitute a waiver of or otherwise affect any claims the Borrower may have against any other party to this Agreement.

Fees. (a1) The Borrower Parties agree, jointly and severallyagrees, to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, on the fifth Business Day after the end of Januaryeach fiscal quarter of the Borrower, April, July and October in each yearcommencing with the first full fiscal quarter of the Borrower ending after the Closing Date, and on the earlier of the each Maturity Date and the any date on which the Commitments of all the Lenders shall be are terminated as provided herein, a commitment fee (a “Commitment Fee”) on the daily amount of the Available Unused Commitment of such Lender during the preceding three calendar month period fiscal quarter (or other period commencing with the First Restatement Effective Closing Date, or in the case of the first full fiscal quarter, the period commencing on the Closing Date and ending with the end of the first fiscal quarter, or ending with the date on which the last of the Commitments of such Lender shall will be terminated, as applicable) at a rate equal to the Applicable Commitment FeeFee Percentage (which shall be adjusted quarterly on each Adjustment Date). All Commitment Fees shall will be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall will be deemed to be zero. The Commitment Fee due to each Lender shall will commence to accrue on the First Restatement Effective Closing Date and shall will cease to accrue on the date on which the last of the Commitments of such Lender shall will be terminated as provided herein. (b2) The Borrower Parties from time to time agree, jointly and severallyagrees, to pay to: (ia) to the Administrative Agent for the account of each Revolving Lender (other than any Defaulting Lender, it being understood that at any time the Issuing Bank has Fronting Exposure to such Defaulting Lender, the L/C Participation Fee with respect to such Fronting Exposure shall will be payable to each applicable the Issuing Bank for its own account) through the Administrative Agent), on the fifth Business Day of January, April, July and October after the end of each year fiscal quarter of the Borrower in each year, commencing with the first full fiscal quarter of the Borrower ending after the Closing Date, and on the earlier of the each Maturity Date and the any date on which the Commitments of all the Lenders shall be are terminated as provided herein, a fee (an “L/C Participation Fee”) on such ▇▇▇▇▇▇Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements), during the preceding fiscal quarter (or shorter other period commencing with the First Restatement Effective Closing Date, or in the case of the first full fiscal quarter, the period commencing on the Closing Date and ending with the end of the first fiscal quarter, or ending with the Maturity Date or the date on which the Revolving Facility Commitments shall be are terminated, as applicable) at the rate per annum equal to the Applicable Margin for EurocurrencySOFR Eurocurrency Revolving Facility Borrowings effective for each day in such period and period; and (iib) to each Issuing Bank, for its own account (Ai) on the fifth Business Day of January, April, July and October after the end of each year fiscal quarter of the Borrower, commencing with the first full fiscal quarter of the Borrower ending after the Closing Date, and on the earlier of the each Maturity Date and the any date on which the Commitments of all the Lenders shall be are terminated as provided herein, a fronting fee in respect of each Letter of Credit issued by by, or the term of which is extended by, such Issuing Bank for the period from and including the date of issuance or extension of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 0.125% per annum of the daily stated amount of such Letter of Credit) Credit plus (Bii) such Issuing Bank’s customary issuance fees and customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable in Dollars on a per annum basis shall will be computed on the basis of the actual number of days elapsed in a year of 360 days. (c3) The Borrower Partiesagrees, jointly and severally, agree to pay to the Administrative Agent, for its own account, the agency fees set forth in the Fee Letter at the times specified therein or in such other amounts and at such other times as may be separately agreed in writing by the Administrative Agent and the Borrower from time to time (the “Administrative Agent Fees”). (d4) All Fees shall will be paid on the dates due, in immediately available funds, to the Administrative Agent at the Payment Office for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall will be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall will be refundable under any circumstances.

Fees. (a) The Borrower Parties agree, jointly and severally, agrees to pay to the Administrative Agent in Dollars, for the account of each Revolving Credit Lender (other than any Defaulting Lender), through the Administrative Agent, on the fifth Business Day of January, April, July and October in each year, and on case pro rata according to the earlier of the Maturity Date and the date on which the respective Revolving Credit Commitments of all the Lenders shall be terminated as provided hereinsuch Lenders), a commitment fee (a the “Revolving Credit Commitment Fee”) for each day from the Closing Date to the Revolving Credit Termination Date. Each Revolving Credit Commitment Fee shall be payable by the Borrower (x) quarterly in arrears on the daily amount tenth Business Day following the end of each March, June, September and December (for the Available Unused Commitment of such Lender during the preceding three calendar three-month period (or other portion thereof) ended on such day for which no payment has been received) and (y) on the Revolving Credit Termination Date (for the period commencing with the First Restatement Effective Date or ending with the ended on such date on for which the last of the Commitments of such Lender no payment has been received pursuant to clause (x) above), and shall be terminated) computed for each day during such period at a rate per annum equal to the Applicable applicable Revolving Credit Commitment Fee. All Commitment Fees shall be computed Fee Rate in effect on such day on the basis applicable portion of the actual number of days elapsed Available Revolving Commitment in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which effect on such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the First Restatement Effective Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as provided hereinday. (b) The Borrower Parties from time to time agree, jointly and severally, agrees to pay to the Administrative Agent in Dollars, for the account of each Lender with an Available Delayed Draw Term Loan Commitment, a commitment fee (ithe “Delayed Draw Commitment Fee”) for each day from the Closing Date to each Revolving Lender (other than any Defaulting Lender, it being understood that at any time the Issuing Bank has Fronting Exposure to such Defaulting Lender, the L/C Participation Delayed Draw Term Loan Commitment Termination Date. Each Delayed Draw Commitment Fee with respect to such Fronting Exposure shall be payable to each applicable Issuing Bank for its own account(x) through the Administrative Agent, quarterly in arrears on the fifth tenth Business Day of January, April, July and October following the end of each year March, June, September and December (for the three-month period (or portion thereof) ended on such day for which no payment has been received) and (y) on the earlier of Delayed Draw Term Loan Commitment Termination Date (for the Maturity Date period ended on such date for which no payment has been received pursuant to clause (x) above), and the date on which the Commitments of all the Lenders shall be terminated as provided herein, computed for each day during such period at a fee (an “L/C Participation Fee”) on such ▇▇▇▇▇▇’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements), during the preceding quarter (or shorter period commencing with the First Restatement Effective Date or ending with the Maturity Date or the date on which the Revolving Facility Commitments shall be terminated) at the rate per annum equal to the Applicable Margin Delayed Draw Commitment Fee Rate in effect on such day on the Available Delayed Draw Term Loan Commitment in effect on such day. (c) The Borrower agrees to pay to the Administrative Agent in Dollars for EurocurrencySOFR Borrowings effective the account of each Revolving Credit Lender pro rata on the basis of their respective Revolving Letter of Credit Exposure, a fee in respect of each Revolving Letter of Credit (the “Revolving Letter of Credit Fee”), for the period from the date of issuance of such Revolving Letter of Credit to the termination date of such Revolving Letter of Credit computed at the per annum rate for each day equal to the Applicable LIBOR Margin for Revolving Credit Loans minus the Fronting Fee on the average daily Stated Amount of such Revolving Letter of Credit. Such Revolving Letter of Credit Fees shall be due and payable (x) quarterly in such period arrears on the tenth Business Day following the end of each March, June, September and December and (ii) to each Issuing Bank, for its own account (Ay) on the fifth Business Day of January, April, July and October of each year and on date upon which the earlier of the Maturity Date Total Revolving Credit Commitment terminates and the date on which the Commitments Revolving Letters of all the Lenders Credit Outstanding shall be terminated as provided herein, have been reduced to zero. (d) The Borrower agrees to pay to each Letter of Credit Issuer a fronting fee in respect of each Letter of Credit issued by such Issuing Bank it (the “Fronting Fee”), for the period from and including the date of issuance of such Letter of Credit to and including the termination date of such Letter of Credit, computed at a the rate for each day equal to 0.125% per annum of on the average daily stated amount Stated Amount of such Letter of Credit) plus Credit (B) or at such Issuing Bank’s customary issuance fees other rate perannum as agreed in writing between the Borrower and customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”such Letter of Credit Issuer). All Such Fronting Fees shall be due and payable by the Borrower (x) quarterly in arrears on the tenth Business Day following the end of each March, June, September and December and (y) (1) in the case of Revolving Letters of Credit, on the date upon which the Total Revolving Credit Commitment terminates and the Revolving Letters of Credit Outstanding shall have been reduced to zero and (2) in the case of Deposit Letters of Credit, the Deposit L/C Participation Fees Loan Maturity Date or, if earlier, the date upon which the Deposit Letters of Credit Commitment terminates and Issuing Bank Fees that are payable in Dollars on a per annum basis the Deposit Letter of Credit Outstanding shall be computed on the basis of the actual number of days elapsed in a year of 360 dayshave been reduced to zero. (ce) The Borrower Partiesagrees to pay directly to the Letter of Credit Issuer upon each issuance of, jointly drawing under, and/or amendment of, a Letter of Credit issued by it such amount as the Letter of Credit Issuer and severallythe Borrower shall have agreed upon for issuances of, agree drawings under or amendments of, letters of credit issued by it. (f) The Borrower agrees to pay to the Posting Lead Arranger and Bookrunner in Dollars, the Maintenance Fee (as provided in, and at the times set forth in, the Posting Facility Fee Letter and this Agreement) for the period from and including the Closing Date to the Posting Facility Termination Date. (g) The Borrower agrees to pay directly to the Administrative Agent, Agent for its own account, account the agency administrative agent fees as set forth in the Fee Letter at the times specified therein or in such other amounts and at such other times as may be separately agreed in writing by the Administrative Agent and the Borrower from time to time (the “Administrative Agent Fees”)Letter. (dh) All Fees Notwithstanding the foregoing, the Borrower shall not be paid on the dates due, in immediately available funds, obligated to the Administrative Agent at the Payment Office for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly pay any amounts to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstancesDefaulting Lender pursuant to this Section 4.1.

Fees. (a) The Borrower Parties agreeagrees to pay, jointly and severallywith respect to each Class of Revolving Credit Commitments, to pay to each Revolving Credit Lender (other than any Defaulting Lender)of such Class, through the Administrative Agent, on the fifth Business Day last day of JanuaryMarch, AprilJune, July September and October in December of each year, year (commencing with the first such date to occur after the first full fiscal quarter to elapse after the Closing Date) and on the earlier of the Maturity Date and the each date on which the Commitments Revolving Credit Commitment of all the Lenders such Class of such Lender shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to the Applicable Percentage per annum for such Revolving Credit Commitment of such Class of such Lender on the daily amount of the Available relevant Unused Revolving Credit Commitment of such Class of such Lender during the preceding three calendar month period quarter (or other period commencing with the First Restatement Effective Date or ending with the date on which the last Revolving Credit Commitment of the Commitments such Class of such Lender shall be terminated); provided, that any Commitment Fee accrued with respect to the Revolving Credit Commitment of such Class of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender, except to the extent that such Commitment Fee shall otherwise have been due and payable by the Borrower prior to such time; and provided, further, that no Commitment Fee shall accrue on the Revolving Credit Commitment of such Class of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. For purposes of calculating the Commitment Fee only, no portion of the Revolving Credit Commitments shall be deemed utilized as a result of outstanding Swingline Loans. (b) The Borrower agrees to pay to the Administrative Agent, for its own account, the “annual administrative fee” set forth in the Agency Fee Letter at the times and in the amounts specified therein (the “Administration Fee”). (c) The Borrower agrees to pay, with respect to each Class of Revolving Credit Commitments (i) to each Revolving Credit Lender, through the Administrative Agent, on the fifteenth day following the last day of March, June, September and December of each year (commencing with the first such date to occur after the first full fiscal quarter to elapse after the Closing Date) and on the date on which the Revolving Credit Commitment of such Class of such Lender shall be terminated as provided herein, a fee (each, an “L/C Participation Fee”) calculated on such Lender’s Pro Rata Percentage of the daily aggregate Stated Amounts of all outstanding Letters of Credit during the preceding quarter (or shorter period ending with the date on which all Letters of Credit have been canceled or have expired and all of the Revolving Credit Commitments of such Class shall have been terminated) at a rate per annum equal to the Applicable Percentage for the relevant Revolving Credit Commitment Feeof such Class of such Lender from time to time used to determine the interest rate on Term SOFR Revolving Credit Borrowings for such Lender, and (ii) to each Issuing Bank (A) with respect to each outstanding Letter of Credit a fronting fee that shall accrue at a rate of 0.125% per annum (or such lesser rate as shall be separately agreed upon between the Borrower and such Issuing Bank) on the Stated Amount of such Letter of Credit, payable quarterly in arrears on the fifteenth day following the last day of March, June, September and December of each year (commencing with the first such date to occur after the first full fiscal quarter to elapse after the Closing Date) and upon expiration of the applicable Letter of Credit or any earlier termination of all of the Revolving Credit Commitments of such Class and (B) within 30 days after demand therefor such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by such Issuing Bank or processing of drawings thereunder (the fees in this clause (ii) being collectively the “Issuing Bank Fees”). (d) At the time of the effectiveness of any Repricing Transaction with respect to Initial Term Loans that is consummated prior to the date which is six months after the Closing Date, the Borrower agrees to pay to the Administrative Agent, for the ratable account of each Term Lender that holds Initial Term Loans (including each such Lender that withholds its consent to such Repricing Transaction and is replaced as a Non-Consenting Lender under Section 2.22), a fee in an amount equal to 1.00% of (i) in the case of a Repricing Transaction described in paragraph (a) of the definition thereof, the aggregate principal amount of all Initial Term Loans prepaid (or converted) in connection with such Repricing Transaction and (ii) in the case of a Repricing Transaction described in paragraph (b) of the definition thereof, the aggregate principal amount of all Initial Term Loans outstanding on such date that are subject to an Effective Yield reduction pursuant to such Repricing Transaction. Such fees shall be due and payable upon the date of the effectiveness of such Repricing Transaction. (e) All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated and shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the First Restatement Effective Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as provided herein. (b) The Borrower Parties from time to time agree, jointly and severally, to pay (i) to each Revolving Lender (other than any Defaulting Lender, it being understood that at any time the Issuing Bank has Fronting Exposure to such Defaulting Lender, the L/C Participation Fee with respect to such Fronting Exposure shall be payable to each applicable Issuing Bank for its own account) through the Administrative Agent, on the fifth Business Day of January, April, July and October of each year and on the earlier of the Maturity Date and the date on which the Commitments of all the Lenders shall be terminated as provided herein, a fee (an “L/C Participation Fee”) on such ▇▇▇▇▇▇’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements), during the preceding quarter (or shorter period commencing with the First Restatement Effective Date or ending with the Maturity Date or the date on which the Revolving Facility Commitments shall be terminated) at the rate per annum equal to the Applicable Margin for EurocurrencySOFR Borrowings effective for each day in such period and (ii) to each Issuing Bank, for its own account (A) on the fifth Business Day of January, April, July and October of each year and on the earlier of the Maturity Date and the date on which the Commitments of all the Lenders shall be terminated as provided herein, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 0.125% per annum of the daily stated amount of such Letter of Credit) plus (B) such Issuing Bank’s customary issuance fees and customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable in Dollars on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower Parties, jointly and severally, agree to pay to the Administrative Agent, for its own account, the agency fees set forth in the Fee Letter at the times specified therein or in such other amounts and at such other times as may be separately agreed in writing by the Administrative Agent and the Borrower from time to time (the “Administrative Agent Fees”). (d) All Fees shall be paid on the dates duepaid, in immediately available funds, to the Administrative Agent at the Payment Office for distribution, if and as appropriate, among the LendersLenders and the relevant Issuing Bank, except that the Issuing Bank Fees shall be paid directly to the applicable relevant Issuing BanksBank. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower Parties agree, jointly and severally, to Alcoa will pay to each Lender (other than any Defaulting Lender), through the Administrative U.S. Agent, on the fifth Business Day last day of JanuaryMarch, AprilJune, July September and October December in each year, and on the earlier of the Maturity Date and the date on which the Commitments U.S. Commitment of all the Lenders such Lender shall be terminated as provided herein, a commitment facility fee (the "Facility Fee") at a “Commitment Fee”) rate per annum equal to the Facility Fee Percentage from time to time in effect on the daily aggregate amount of the Available Unused U.S. Commitment of such Lender Lender, whether used or unused, from time to time in effect during the preceding three calendar month period quarter (or other shorter period commencing with the First Restatement Effective Date date hereof or ending with the Maturity Date or the date on which the last of the Commitments any U.S. Commitment of such Lender shall be terminated). Alcoa of Australia will pay to each Lender, through the Australian Agent, on the last day of March, June, September and December in each year, and on the date on which any Australia/U.S. Commitment of such Lender shall be terminated as provided herein, a facility fee (the "Facility Fee") at a rate per annum equal to the Applicable Facility Fee Percentage from time to time in effect on the aggregate amount of the Australia/U.S. Commitment Feeof such Lender, whether used or unused, from time to time in effect during the preceding quarter (or shorter period commencing with the date hereof or ending with the Maturity Date or the date on which any Australia/U.S. Commitment of such Lender shall be terminated). All Commitment Facility Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee Facility Fees due to each Lender shall commence to accrue on the First Restatement Effective Date date hereof and shall cease to accrue on the date on which the last of the applicable Commitments of such Lender shall be terminated as provided herein. (b) The Borrower Parties from time to time agree, jointly and severally, to pay (i) to each Revolving Lender (other than any Defaulting Lender, it being understood that at any time the Issuing Bank has Fronting Exposure to such Defaulting Lender, the L/C Participation Fee with respect to such Fronting Exposure shall be payable to each applicable Issuing Bank for its own account) through the Administrative Agent, on the fifth Business Day of January, April, July and October of each year and on the earlier of the Maturity Date and the date on which the Commitments of all the Lenders shall be terminated as provided herein, a fee (an “L/C Participation Fee”) on such ▇▇▇▇▇▇’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements), during the preceding quarter (or shorter period commencing with the First Restatement Effective Date or ending with the Maturity Date or the date on which the Revolving Facility Commitments shall be terminated) at the rate per annum equal to the Applicable Margin for EurocurrencySOFR Borrowings effective for each day in such period and (ii) to each Issuing Bank, for its own account (A) on the fifth Business Day of January, April, July and October of each year and on the earlier of the Maturity Date and the date on which the Commitments of all the Lenders shall be terminated as provided herein, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 0.125% per annum of the daily stated amount of such Letter of Credit) plus (B) such Issuing Bank’s customary issuance fees and customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable in Dollars on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower Parties, jointly and severally, agree Alcoa agrees to pay to the Administrative U.S. Agent, for its own account, the agency fees set forth provided for in the Fee Engagement Letter (the "Engagement Fees") at the times specified therein or in such other amounts and at such other times as may be separately agreed in writing by the Administrative Agent and the Borrower from time to time (the “Administrative Agent Fees”)provided therein. (dc) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative U.S. Agent at or the Payment Office Australian Agent, as applicable, for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall not be refundable under any circumstancesexcept in the case of an error which results in the payment of Fees in excess of those due and payable as of such date, in which case the U.S. Agent or the Australian Agent, as applicable, shall cause a refund in the amount of such excess to be paid to Alcoa or Alcoa of Australia, as applicable.

Fees. (a) The Borrower Parties agree, jointly and severally, agrees to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, on the fifth Business Day of January, April, July and October in each year, and on the earlier of the Maturity Date and the date on which the Commitments of all the Lenders shall be terminated as provided herein, a commitment fee (a “Commitment Fee”) to each Revolving Lender, for which payment will be made in arrears through the Administrative Agent on the last Business Day of March, June, September and December, commencing on the first such date to occur after the Closing Date. The Commitment Fee shall accrue commencing on the Closing Date and shall cease to accrue on the date that the Revolving Credit Commitments shall be terminated as provided herein. The Commitment Fee accrued to each Revolving Lender shall equal the Commitment Fee Percentage multiplied by such Lender’s Commitment Fee Average Daily Amount (as defined below) for the applicable period. A Revolving Lender’s “Commitment Fee Average Daily Amount” with respect to a calculation period shall equal the average daily amount during such period calculated using the daily amount of such Revolving Lender’s Revolving Credit Commitment less such Revolving Lender’s Revolving Credit Exposure (excluding clause (c) of the Available Unused definition thereof for purposes of determining the Commitment Fee Average Daily Amount only) for any applicable days during such Revolving Lender’s Revolving Credit Commitment Period. The Commitment Fee shall also be payable on each date of termination or reduction of the Revolving Credit Commitments on the amount of the Revolving Credit Commitments so terminated or reduced accrued to the date of such Lender during the preceding three calendar month period (termination or other period commencing with the First Restatement Effective Date or ending with the date on which the last of the Commitments of such Lender shall be terminated) at a rate equal to the Applicable Commitment Feereduction. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the First Restatement Effective Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as provided herein. (b) The Borrower Parties from time to time agree, jointly and severally, to pay (i) to each Revolving Lender (other than any Defaulting Lender, it being understood that at any time the Issuing Bank has Fronting Exposure to such Defaulting Lender, the L/C Participation Fee with respect to such Fronting Exposure shall be payable to each applicable Issuing Bank for its own account) through the Administrative Agent, on the fifth Business Day of January, April, July and October of each year and on the earlier of the Maturity Date and the date on which the Commitments of all the Lenders shall be terminated as provided herein, a fee (an “L/C Participation Fee”) on such ▇▇▇▇▇▇’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements), during the preceding quarter (or shorter period commencing with the First Restatement Effective Date or ending with the Maturity Date or the date on which the Revolving Facility Commitments shall be terminated) at the rate per annum equal to the Applicable Margin for EurocurrencySOFR Borrowings effective for each day in such period and (ii) to each Issuing Bank, for its own account (A) on the fifth Business Day of January, April, July and October of each year and on the earlier of the Maturity Date and the date on which the Commitments of all the Lenders shall be terminated as provided herein, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 0.125% per annum of the daily stated amount of such Letter of Credit) plus (B) such Issuing Bank’s customary issuance fees and customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable in Dollars on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower Parties, jointly and severally, agree to pay to the Administrative Agent, for its own account, the agency fees set forth in the Fee Letter at the times specified therein or in such other amounts and at such other times as may be separately agreed in writing by the Administrative Agent and the Borrower from time to time (the “Administrative Agent Fees”). (d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent at the Payment Office for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Lead Borrower Parties agreeagrees to pay, jointly and severallyor cause to be paid, to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, on no later than five (5) Business Days following the fifth Business Day last calendar day of Januaryeach March, AprilJune, July September and October in each year, December and on the earlier of the Maturity Date and the date on which the Commitments of all the Lenders shall be terminated as provided hereinherein and thereafter on demand, a commitment fee (a “Commitment Fee”) on the daily amount of the Available Unused Commitment of such Lender during the preceding three calendar month period (or other period commencing with the First Restatement Effective Date or ending with the date on which the last of the Commitments of such Lender shall be terminated) at a rate equal to the Applicable Commitment FeeFee Rate multiplied by the average amount by which the Commitments (other than Commitments of a Defaulting Lenders) exceed the average daily balance of outstanding Loans during the Availability Period, including the stated amount of outstanding Letters of Credit during any fiscal quarter. All Commitment Fees shall be payable in Dollars and shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the First Restatement Effective Closing Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as provided herein. (b) The Lead Borrower Parties from time to time agree, jointly and severally, agrees to pay (i) to each Revolving Lender (other than any Defaulting Lender), it being understood that at any time the Issuing Bank has Fronting Exposure to such Defaulting Lender, the L/C Participation Fee with respect to such Fronting Exposure shall be payable to each applicable Issuing Bank for its own account) through the Administrative Agent, on no later than five (5) Business Days following the fifth Business Day of January, April, July and October last calendar day of each year March, June, September and December and on the earlier of the Maturity Date and the date on which the Commitments of all the Lenders shall be terminated as provided herein, a fee (an “L/C Participation Fee”) on such ▇▇▇▇▇▇Lender’s Revolving Facility Pro Rata Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements), during the preceding quarter (or shorter period commencing with the First Restatement Effective Closing Date or ending with the Final Maturity Date or the date on which the Revolving Facility Commitments shall be terminated) at the rate per annum equal to the Applicable Margin for EurocurrencySOFR Eurocurrency Borrowings effective for each day in such period period, it being agreed that, notwithstanding anything to the contrary in Section 1.03, in calculating the Dollar Equivalent amount of Alternate Currency Letters of Credit, the Administrative Agent may elect to employ the Spot Rate determined on the date such L/C Participation Fees are determined retroactively to each day for which such L/C Participation Fee is calculated and (ii) to each Issuing Bank, for its own account (Ax) on no later than five (5) Business Days following the fifth Business Day of January, April, July and October last calendar day of each year March, June, September and on the earlier of the Maturity Date December and the date on which the Commitments of all the Lenders shall be terminated as provided herein, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, Credit (computed at a rate equal to 0.125% per annum of the daily stated amount of such Letter of Credit) ), plus (By) in connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank’s customary issuance fees and customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are shall be payable in Dollars on a per annum basis and shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Lead Borrower Parties, jointly and severally, agree shall pay (or cause to pay be paid) in cash to the Administrative Agent, for its own account, the agency fees set forth in the Fee Letter at the times specified therein or in such other amounts and at such other times as may be separately agreed in writing by the Administrative Agent and the Borrower from time to time (the “Administrative Agent Fees”)Fee Letter. (d) All Fees with respect to which a payment date is not otherwise specified herein shall be paid on payable quarterly in arrears no later than five (5) Business Days following the dates duelast calendar day of each March, June, September and December, in immediately available funds, to the Administrative Agent at the Payment Office for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances. (e) It is understood and agreed that the payment by the Lead Borrower of the fees required by this Section 2.10 (on behalf of itself and/or any other Borrower) is permitted under the Credit Agreement without requiring use of any carve-out from any provision of Article 6.

Fees. (a) The Borrower Parties agree, jointly and severally, agrees to pay to each Revolving Lender (other than any Defaulting Lender), through the Administrative Agent, on three Business Days after the fifth Business Day last day of JanuaryMarch, AprilJune, July September and October December in each year, and on the earlier of the Maturity Date and three Business Days after the date on which the Revolving Facility Commitments of all the Revolving Lenders shall be terminated as provided hereinherein (which, if said day is not a Business Day, then the next Business Day thereafter), a commitment fee (a “Commitment Fee”) on the average daily amount of the Available Unused Commitment of such Revolving Lender during the preceding three calendar month period quarter (or other shorter period commencing with the First Restatement Effective Closing Date or ending with the date on which the last of the Revolving Facility Commitments of such Lender shall be terminated) ), which shall accrue at a rate equal to the Applicable Commitment FeeMargin. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans Advances during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Revolving Lender shall commence to accrue on the First Restatement Effective Closing Date and shall cease to accrue on the date on which the last of the Revolving Facility Commitments of such Lender shall be terminated as provided herein. (b) The Borrower Parties from time to time agree, jointly and severally, agrees to pay (i) to each Revolving Lender (other than any Defaulting LenderAgent, it being understood that at any time the Issuing Bank has Fronting Exposure to such Defaulting Lender, the L/C Participation Fee with respect to such Fronting Exposure shall be payable to each applicable Issuing Bank for its own account) through , three Business Days after the Administrative Agentlast day of March, on the fifth Business Day of JanuaryJune, April, July September and October December of each year and on the earlier of the Maturity Date and three Business Days after the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fee (an “L/C Participation Fee”) on such ▇▇▇▇▇▇’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements), during the preceding quarter (or shorter period commencing with the First Restatement Effective Closing Date or ending with the Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments shall be terminated) at the rate per annum equal to the Applicable Margin for EurocurrencySOFR Eurocurrency Revolving Borrowings effective for each day in such period and (ii) to each Issuing Bank, for its own account account, (Ax) on three Business Days after the fifth Business Day last day of JanuaryMarch, AprilJune, July September and October December of each year and on the earlier of the Maturity Date and three Business Days after the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 0.125% be agreed between the Issuing Bank and the Borrower per annum of the daily average stated amount of such Letter of Credit) Credit (or as otherwise agreed with such Issuing Bank), plus (By) concurrent with (and in any event no later than the next following Business Day) the issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank’s customary issuance fees and customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable in Dollars on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower Parties, jointly and severally, agree agrees to pay to the Administrative Agent, for its own accountthe account of the Administrative Agent, the agency administrative agent fees set forth in the Fee Letter at the times specified therein or in such other amounts and at such other times as may be separately agreed in writing by the Administrative Agent and the Borrower from time to time (the “Administrative Agent Fees”). (d) All Fees The Borrower agrees to pay to the Documentation Agent, for the account of the Documentation Agent, the documentation agent fees set forth in the Fee Letter (the “Documentation Agent Fees”). (e) If (x) the Borrower makes a voluntary prepayment of all or any portion of 2018 Term Loans pursuant to Section 2.11(a) or a mandatory prepayment of all or any portion of 2018 Term Loans pursuant to Section 2.11(b) from the receipt of Net Proceeds pursuant to clause (a) (other than with respect to asset sales and other Dispositions by the Borrower and its Subsidiaries resulting in Net Proceeds in an amount less than $25,000,000 in the aggregate), clause (b) or clause (c) of the definition thereof, (y) any Prepayment Transaction is consummated in respect of all or any portion of the 2018 Term Loans (including an assignment of all or any portion of a 2018 Term Loan held by a Non-Consenting Lender pursuant to Section 2.19(c)) or (z) the Borrower makes a voluntary or mandatory reduction of the Revolving Facility Commitments (collectively, the “Payment or Reduction Events” and each , a “Payment or Reduction Event”), the Borrower shall pay each Lender whose 2018 Term Loans or Revolving Facility Commitments are subject to such Payment or Reduction Event, on the date of such Payment or Reduction Event, a fee (the “Prepayment Fee”), equal to: (i) if such Payment or Reduction Event occurs on or prior to the first anniversary of the First Amendment Effective Date, 3.00% of the aggregate principal amount of 2018 Term Loans and/or Revolving Facility Commitments, as applicable, subject to such Payment or Reduction Event, (ii) if such Payment or Reduction Event occurs after the first anniversary of the First Amendment Effective Date but on or prior to the second anniversary of the First Amendment Effective Date, 2.00% on the aggregate principal amount of 2018 Term Loans and/or Revolving Facility Commitments, as applicable, subject to such Payment or Reduction Event and (iii) if such Payment or Reduction Event occurs after the second anniversary of the First Amendment Effective Date but on or prior to the third anniversary of the First Amendment Effective Date, 1.00% on the aggregate principal amount of 2018 Term Loans and/or Revolving Facility Commitments, as applicable, subject to such Payment or Reduction Event; provided, however that for the avoidance of doubt, no Prepayment Fee shall be paid on due with respect to any prepayments made pursuant to Section 2.11(b) from the dates duereceipt of Net Proceeds pursuant to (A) a Takings or Casualty Event, in immediately available funds, to the Administrative Agent at the Payment Office for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none (B) clause (d) of the Fees shall be refundable under any circumstancesdefinition of “Net Proceeds” or (C) Section 2.11(c).

Fees. (a) The Borrower Parties agree, jointly and severally, agrees to pay to each Lender, without duplication of any other amounts paid to such Lender (other than any Defaulting Lender), through the Administrative Agent, on three Business Days after the fifth Business Day last day of JanuaryMarch, AprilJune, July September and October December in each year, and on the earlier of the Maturity Date and the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a commitment fee (a “Commitment Fee”) on the daily amount of the Available Unused Commitment of such Lender during the preceding three calendar month period quarter up until the last day of such quarter (or other period commencing with the First Restatement Effective Closing Date (or the last date on which such fee was paid) and ending with the last day of such quarter or the Revolving Facility Maturity Date or ending with the date on which the last of the Commitments of such Lender shall be terminated, as applicable) at a rate equal to the applicable Commitment Fee specified in the definition of Applicable Commitment FeeMargin. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence begin to accrue on the First Restatement Effective Closing Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as provided herein. (b) The Borrower Parties from time to time agree, jointly and severally, agrees to pay (i) to each Revolving Facility Lender (other than any Defaulting Lender), it being understood that at any time the Issuing Bank has Fronting Exposure to such Defaulting Lender, the L/C Participation Fee with respect to such Fronting Exposure shall be payable to each applicable Issuing Bank for its own account) through the Administrative Agent, on three Business Days after the fifth Business Day last day of JanuaryMarch, AprilJune, July September and October December of each year and on the earlier of the Maturity Date and the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fee (an a “Revolving L/C Participation Fee”) on such ▇▇▇▇▇▇Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed Revolving L/C Disbursements), during the preceding quarter (or shorter period commencing with the First Restatement Effective Closing Date (or the last date on which such fee was paid) and ending with the last day of such quarter or the Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments shall be terminated, as applicable) at (x) in the case of standby letters of credit, the rate per annum equal to the Revolving Facility Loans Eurodollar Spread specified in the definition of “Applicable Margin Margin” for EurocurrencySOFR Eurodollar Revolving Facility Borrowings effective for each day in such period and (iiy) in the case of documentary or commercial letters of credit, 1% per annum. (c) The Borrower from time to time agrees to pay to each Issuing Bank, for its own account account, (Ax) on the fifth last Business Day of JanuaryMarch, AprilJune, July September and October December of each year and on the earlier of the Maturity Date and the date on which the Revolving Facility Commitments of all the Lenders shall be terminated terminate as provided herein, a fronting fee in an amount equal to the greater of $300 or 0.125% per annum of the daily average stated amount of such Revolving Letter of Credit, in respect of each Revolving Letter of Credit issued by such Issuing Bank for the period from and including the date of issuance of such Revolving Letter of Credit to and including the termination of such Revolving Letter of Credit, computed at a rate equal to 0.125% per annum plus (y) in connection with the issuance, amendment or transfer of the daily stated amount of any such Revolving Letter of Credit) plus (B) Credit or any Revolving L/C Disbursement thereunder, such Issuing Bank’s customary issuance fees and customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All Revolving L/C Participation Fees and Issuing Bank Fees that are payable in Dollars on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (cd) The Borrower Parties, jointly and severally, agree agrees to pay to the Administrative Agent, for its own accountthe account of the Administrative Agent, the agency fees fee set forth in the Fee Letter at the times specified therein or in such other amounts administrative fee as agreed between the Borrower and at such other times as may be separately agreed in writing by the Administrative Agent and the Borrower from time to time in writing (such fees, the “Administrative Agent Fees”)) and to pay all other fees due and payable pursuant to the Fee Letter. (de) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent at the Payment Office for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower Parties agree, jointly and severally, agrees to pay to each Lender (other than any Defaulting Revolving Credit Lender), through the Administrative Agent, on the fifth last Business Day of JanuaryMarch, AprilJune, July September and October December in each year, and on the earlier of the Maturity Date and the date on which the Commitments Revolving Credit Commitment of all the Lenders such Lender shall expire or be terminated as provided herein, a commitment facility fee (a “Commitment Facility Fee”) equal to the Applicable Percentage per annum in effect from time to time on the daily amount of the Revolving Credit Commitment of such Lender (whether used or unused) during the preceding quarter (or shorter period commencing with the date hereof or ending with the Maturity Date or the date on which the Revolving Credit Commitment of such Lender shall expire or be terminated); provided that, if such Lender continues to have any Revolving Credit Exposure after its Revolving Credit Commitment terminates, then the Facility Fee shall continue to accrue (and be payable on demand) on the daily amount of the Available Unused Commitment of such Lender during the preceding three calendar month period (or other period commencing with the First Restatement Effective Date or ending with Lender’s Revolving Credit Exposure from and including the date on which its Revolving Credit Commitment terminates to and including the last of the Commitments of date on which such Lender shall be terminated) at a rate equal ceases to the Applicable Commitment Feehave any Revolving Credit Exposure. All Commitment Facility Fees shall be computed on the basis of the actual number of days elapsed (including the first day but excluding the last day) in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Facility Fee due to each Lender shall commence to accrue on the First Restatement Effective Date date of this Agreement and shall cease to accrue on the later of the date on which the last of the Commitments Revolving Credit Commitment of such Lender shall expire or be terminated as provided hereinherein and such Lender shall have no Revolving Credit Exposure. (b) The Borrower Parties from time agrees to time agreepay to the Administrative Agent, jointly and severallyfor its own account, the administrative fees separately agreed to in the Fee Letter. (c) The Borrower agrees to pay (i) to each Revolving Lender (other than any Defaulting Credit Lender, it being understood that at any time the Issuing Bank has Fronting Exposure to such Defaulting Lender, the L/C Participation Fee with respect to such Fronting Exposure shall be payable to each applicable Issuing Bank for its own account) through the Administrative Agent, on the fifth last Business Day of JanuaryMarch, AprilJune, July September and October December of each year and on the earlier of the Maturity Date and the date on which the Commitments Revolving Credit Commitment of all the Lenders such Lender shall be terminated as provided herein, a fee (an “L/C Participation Fee”) at a rate per annum equal to the Applicable Percentage from time to time used to determine the interest rate on Revolving Credit Borrowings comprised of Eurodollar Loans pursuant to Section 2.07, calculated on such ▇▇▇▇▇▇Lender’s Revolving Facility Pro Rata Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements), ) during the preceding quarter (or shorter period commencing with the First Restatement Effective Date date hereof or ending with the Maturity Date or the date on which the Revolving Facility Commitments Credit Commitment of such Lender shall expire or be terminated); provided that, if such Lender continues to have any L/C Exposure after its Revolving Credit Commitment terminates, then the L/C Participation Fee shall continue to accrue (and be payable on demand) at on such Lender’s Pro Rata Percentage of the rate per annum equal daily aggregate L/C Exposure from and including the date on which its Revolving Credit Commitment terminates to and including the Applicable Margin for EurocurrencySOFR Borrowings effective for each day in date on which such period Lender ceases to have any L/C Exposure) and (ii) to the Issuing Bank with respect to each Issuing BankLetter of Credit, for its own account (A) on the fifth last Business Day of JanuaryMarch, AprilJune, July September, and October December of each year and on the earlier of the Maturity Date and the date on which the Commitments L/C Commitment of all the Lenders Issuing Bank shall be terminated as provided herein, a fronting fee in respect of each Letter herein (or later date on which all the Letters of Credit issued by such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Creditshall have been terminated or expired), computed at (x) a rate fronting fee equal to 0.125% per annum of on the daily stated aggregate outstanding face amount of such Letter of CreditCredit and (y) plus the standard issuance and drawing fees specified from time to time by the Issuing Bank (B) such Issuing Bank’s customary issuance fees and customary documentary and processing fees and charges (collectively, the “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable in Dollars on a per annum basis shall be computed on the basis of the actual number of days elapsed (including the first day but excluding the last day) in a year of 360 days. (c) The Borrower Parties, jointly and severally, agree to pay to the Administrative Agent, for its own account, the agency fees set forth in the Fee Letter at the times specified therein or in such other amounts and at such other times as may be separately agreed in writing by the Administrative Agent and the Borrower from time to time (the “Administrative Agent Fees”). (d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent at the Payment Office for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the applicable Issuing BanksBank. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower Parties agree, Borrowers jointly and severally, severally agree to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, on the fifth Business Day of Januaryeach March 31, AprilJune 30, July September 30 and October in each year, December 31 and on the earlier of the Maturity Date and the date on which the Commitments Commitment of all the Lenders such Lender shall be terminated as provided herein, a commitment facility fee (each, a “Commitment Facility Fee,” and collectively, the “Facility Fees”) ), calculated as specified below, on the daily amount of the Available Unused Commitment of such Lender Lender, whether used or unused, during the preceding three calendar month period quarter (or other shorter period commencing with the First Restatement Effective Closing Date or ending with the Termination Date applicable to such Lender or any date on which the last of the Commitments Commitment of such Lender shall be terminated) at a rate equal to the Applicable Commitment Fee). All Commitment Facility Fees shall be computed on the basis of a year of 365 or 366 days and shall be payable for the actual number of days elapsed in a year of 360 days. For (including the purpose of calculating any Lender’s Commitment Fee, first day but excluding the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zerolast day). The Commitment Facility Fee due to each Lender shall commence to accrue on the First Restatement Effective Closing Date and shall cease to accrue on the earlier of the Termination Date applicable to such Lender and the termination of the Commitment of such Lender as provided herein, provided that, to the extent that any Lender has any Credit Exposure which remains outstanding after the Termination Date, the Facility Fee due to such Lender shall continue to accrue on such Credit Exposure and shall be payable upon demand. The Facility Fee for each Lender shall be calculated as a per annum rate in an amount equal to the product of such Lender’s Commitment hereunder and the applicable percentage specified in the table below, to be determined based upon the Ratings received from S&P and M▇▇▇▇’▇ by Weyerhaeuser: S&P: A- or better BBB+ BBB BBB- Below BBB- M▇▇▇▇’▇: A3 or better B▇▇▇ ▇▇▇▇ ▇▇▇▇ Below Baa3 Facility Fee 0.07 % 0.08 % 0.10 % 0.125 % 0.15 % The Facility Fees shall change effective as of the date on which the last of applicable rating agency announces any change in its Ratings. In the Commitments of such Lender event either S&P or M▇▇▇▇’▇ shall withdraw or suspend its Ratings, the remaining Rating announced by either S&P or M▇▇▇▇’▇, as the case may be, shall apply. In the event neither agency shall provide a Rating, the Facility Fees shall be terminated based on the lowest rating provided above. If the Ratings by S&P and M▇▇▇▇’▇ are split so that two consecutive Levels (as provided hereindefined in the table above) apply, the higher of those Ratings shall determine the applicable percentage to calculate the Facility Fee. If the Ratings by S&P and M▇▇▇▇’▇ are split so that the applicable Levels in the table above are separated by only one intermediate Level, then such intermediate Level shall determine the applicable percentage to calculate the Facility Fee. If the Ratings by S&P and M▇▇▇▇’▇ are split so that the applicable Levels in the table above are separated by two intermediate Levels, then the intermediate Level representing one Level higher than the lowest Rating shall determine the applicable percentage to calculate the Facility Fee. The Facility Fees shall be calculated by the Administrative Agent, which calculation absent manifest error shall be final and binding on all parties. (b) The Borrower Parties from time Weyerhaeuser agrees to time agreepay the Administrative Agent, jointly for its own account, the administration fees (the “Administrative Agent Fees”) at the times and severallyin the amounts agreed upon in the letter agreement dated as of November 8, 2006, among Weyerhaeuser, WRECO, J.▇. ▇▇▇▇▇▇ Securities Inc. and the Administrative Agent. (c) Weyerhaeuser agrees to pay (i) to each Revolving Lender (other than any Defaulting Lender, it being understood that at any time the Issuing Bank has Fronting Exposure to such Defaulting Lender, the L/C Participation Fee with respect to such Fronting Exposure shall be payable Administrative Agent for pro rata distribution to each applicable Issuing Bank for its own account) through the Administrative Agent, on the fifth Business Day of January, April, July and October of each year and on the earlier of the Maturity Date and the date on which the Commitments of all the Lenders shall be terminated as provided herein, a fee Lender (an “L/C Participation Fee”) on such ▇▇▇▇▇▇’s Revolving Facility Percentage ), for the period from the Closing Date until the later of the daily aggregate Revolving Termination Date and the date on which there ceases to be any L/C Exposure outstanding (or such earlier date as all Letters of Credit shall be canceled or expire and the Total Commitment shall be terminated), on that portion of the average daily L/C Exposure attributable to Letters of Credit issued for the account of Weyerhaeuser (excluding the portion thereof attributable to unreimbursed L/C Disbursements), during the preceding quarter (or shorter period commencing with the First Restatement Effective Date or ending with the Maturity Date or the date on which the Revolving Facility Commitments shall be terminated) at the rate per annum equal to the Applicable Margin for EurocurrencySOFR Borrowings effective Eurodollar Loans from time to time in effect for each day in such period the Borrower and (ii) to each Issuing Bank, Fronting Bank for its own account a fronting fee (A) a “Fronting Fee”), which shall accrue at such rate as is mutually agreed between the applicable Fronting Bank and Weyerhaeuser on the fifth Business Day of January, April, July and October of each year and on the earlier average daily amount of the Maturity L/C Exposure attributable to Letters of Credit issued by such Fronting Bank for the account of Weyerhaeuser (excluding any portion thereof attributable to unreimbursed L/C Disbursements) during the period from and including the Closing Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any L/C Exposure attributable to Letters of Credit issued by such Fronting Bank for the Commitments account of all Weyerhaeuser, as well as such Fronting Bank’s standard fees with respect to the Lenders issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. L/C Participation Fees and Fronting Fees accrued under this paragraph are payable quarterly in arrears on the last day of each calendar quarter and on the date on which the Total Commitment shall be terminated as provided herein, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 0.125% per annum of the daily stated amount of such Letter of Credit) plus (B) such Issuing Bank’s customary issuance fees and customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fronting Fees that are payable in Dollars on a per annum basis under this paragraph shall be computed on the basis of the actual number of days actually elapsed in over a year of 360 365 or 366 days. (c) The Borrower Parties, jointly and severally, agree to pay to the Administrative Agent, for its own account, the agency fees set forth in the Fee Letter at the times specified therein or in such other amounts and at such other times as may be separately agreed in writing by the Administrative Agent and the Borrower from time to time (the “Administrative Agent Fees”). (d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent at the Payment Office for prompt distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower Parties agree, jointly and severally, agrees to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, on the fifth date that is three Business Day Days after the last day of JanuaryMarch, AprilJune, July September and October December in each year, year and on the earlier of the Maturity Date and the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a commitment fee (a “Commitment Fee”) on the daily amount of the applicable Available Unused Commitment of such Lender during the preceding three calendar month period quarter (or other period commencing with the First Restatement Effective Closing Date or ending with the date on which the last of the Commitments of such Lender shall be terminated) at a rate equal to the Applicable Commitment FeeFee accrued up to the last Business Day of each March, June, September and December. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the First Restatement Effective Closing Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as provided herein. (b) The Borrower Parties from time to time agree, jointly and severally, agrees to pay (i) to each Revolving Facility Lender of each Class (other than any Defaulting Lender), it being understood that at any time the Issuing Bank has Fronting Exposure to such Defaulting Lender, the L/C Participation Fee with respect to such Fronting Exposure shall be payable to each applicable Issuing Bank for its own account) through the Administrative Agent, on the fifth date that is three Business Day Days after the last day of JanuaryMarch, AprilJune, July September and October December of each year and on the earlier of the Maturity Date and the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) on such ▇▇▇▇▇▇Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements)) of such Class, during the preceding quarter (or shorter period commencing with the First Restatement Effective Closing Date or ending with the Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments of such Class shall be terminated) at the rate per annum equal to the Applicable Margin for EurocurrencySOFR Eurocurrency Revolving Facility Borrowings of such Class effective for each day in such period accrued up to the last Business Day of each March, June, September and December, and (ii) to each Issuing Bank, for its own account (Ax) on the fifth date that is three Business Day Days after the last day of JanuaryMarch, AprilJune, July September and October December of each year and on the earlier of the Maturity Date and the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided hereinterminated, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 0.1251/8 of 1.00% per annum of the Dollar Equivalent of the daily stated amount of such Letter of Credit) , plus (By) in connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank’s customary issuance fees and customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable in Dollars on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower Parties, jointly and severally, agree agrees to pay to the Administrative Agent, for its own accountthe account of the Administrative Agent, the agency fees set forth an administration fee in the Fee Letter at the times specified therein or in such other amounts an amount and at such other times as may be separately agreed in writing by between the Borrower and the Administrative Agent and the Borrower from time to time (the “Administrative Agent Fees”). (d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent at the Payment Office for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower Parties agree, jointly and severally, agrees to pay to each Revolving Facility Lender (other than any Defaulting Lender), through the Administrative Agent, on the fifth Business Day first day of January, April, July and October in each yearcalendar month, and on the earlier of the Maturity Date and the date on which the Commitments of all the Revolving Facility Lenders shall be terminated as provided herein, a commitment fee (a the “Commitment Fee”) on the daily amount of the Available Unused Commitment of such Revolving Facility Lender during the preceding three calendar month period (or other period commencing with the First Restatement Effective Closing Date or ending with the Revolving Facility Maturity Date or the date on which the last of the Commitments of such Lender shall be terminated) at a the rate per annum equal to the Applicable Commitment Fee. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the First Restatement Effective Closing Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as provided herein. (b) The Borrower Parties from time to time agree, jointly and severally, agrees to pay (i) to each Revolving Facility Lender (other than any Defaulting Lender), it being understood that at any time the Issuing Bank has Fronting Exposure to such Defaulting Lender, the L/C Participation Fee with respect to such Fronting Exposure shall be payable to each applicable Issuing Bank for its own account) through the Administrative Agent, on the fifth Business Day of January, April, July and October first day of each year month, and on the earlier of the Maturity Date and the date on which the Commitments of all the Revolving Facility Lenders shall be terminated as provided herein, a fee (an “L/C Participation Fee”) on such ▇▇▇▇▇▇Revolving Facility Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements), during the preceding quarter month (or shorter other period commencing with the First Restatement Effective Closing Date or ending with the Revolving Facility Maturity Date or the date on which the last of the Commitments of such Revolving Facility Commitments Lender shall be terminated) at the rate per annum equal to the Applicable Margin for EurocurrencySOFR Eurocurrency Revolving Facility Borrowings effective for each day in such period period, and (ii) to each Issuing Bank, for its own account (Ax) on the fifth Business Day of January, April, July and October first day of each year month, and on the earlier of the Maturity Date and the date on which the Commitments of all the Revolving Facility Lenders shall be terminated as provided herein, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 0.125% per annum of the daily average stated amount of such Letter of Credit) , plus (By) in connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank’s customary issuance fees and customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable in Dollars on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower Parties, jointly and severally, agree agrees to pay the agency fees to the Administrative Agent, for its own account, the agency fees set forth in the Fee Letter at the times specified therein or in such other amounts and at such other times as may be separately agreed in writing by the Administrative Agent and the Borrower from time to time account (the “Administrative Agent Fees”), in each case set forth in the Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein. (d) The Borrower agrees to pay to each Revolving Facility Lender, through the Administrative Agent, on the Closing Date, an upfront fee (the “Upfront Fee”) in the amount specified in the Fee Letter. (e) The Borrower agrees to pay the other fees set forth in the Fee Letter, in the amounts and at the times specified therein. (f) All Fees shall be paid on the dates due, in immediately available fundsfunds in Dollars, to the Administrative Agent at the Payment Office for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower Parties agree, jointly and severally, to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, on the fifth Business Day of January, April, July and October in each year, and on the earlier of the Maturity Date and the date on which the Commitments of all the Lenders shall be terminated as provided herein, a commitment fee (a “Commitment Fee”) on the daily amount of the Available Unused Commitment of such Lender during the preceding three calendar month period (or other period commencing with the First Restatement Effective Date or ending with the date on which the last of the Commitments of such Lender shall be terminated) at a rate equal to the Applicable Commitment Fee. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the First Restatement Effective Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as provided herein. (b) The Borrower Parties from time to time agree, jointly and severally, to pay (i) to each Revolving Lender (other than any Defaulting Lender, it being understood that at any time the Issuing Bank has Fronting Exposure to such Defaulting Lender, the L/C Participation Fee with respect to such Fronting Exposure shall be payable to each applicable Issuing Bank for its own account) through the Administrative Agent, on the fifth Business Day of January, April, July and October of each year and on the earlier of the Maturity Date and the date on which the Commitments of all the Lenders shall be terminated as provided herein, a fee (an “L/C Participation Fee”) on such ▇▇▇▇▇▇Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements), during the preceding quarter (or shorter period commencing with the First Restatement Effective Date or ending with the Maturity Date or the date on which the Revolving Facility Commitments shall be terminated) at the rate per annum equal to the Applicable Margin for EurocurrencySOFR Eurocurrency Borrowings effective for each day in such period and (ii) to each Issuing Bank, for its own account (A) on the fifth Business Day of January, April, July and October of each year and on the earlier of the Maturity Date and the date on which the Commitments of all the Lenders shall be terminated as provided herein, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 0.125% per annum of the daily stated amount of such Letter of Credit) plus (B) such Issuing Bank’s customary issuance fees and customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable in Dollars on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower Parties, jointly and severally, agree to pay to the Administrative Agent, for its own account, the agency fees set forth in the Fee Letter at the times specified therein or in such other amounts and at such other times as may be separately agreed in writing by the Administrative Agent and the Borrower from time to time (the “Administrative Agent Fees”). (d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent at the Payment Office for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower Parties agree, jointly and severally, Company agrees to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, on three (3) Business Days after the fifth Business Day last day of JanuaryMarch, AprilJune, July September and October December in each year, and on the earlier of the Maturity Date and three (3) Business Days after the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a commitment fee (a “Commitment Fee”) on the average daily amount of the Available Unused Commitment of such Lender during the immediately preceding three calendar month period quarter (or other period commencing with the First Restatement Effective Closing Date or and ending with the date on which the last of the Commitments of such Lender shall be terminated) at a the rate equal to per annum set forth under the caption “Commitment Fee Rate” in the definition of “Applicable Commitment FeeMargin” herein. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence begin to accrue on the First Restatement Effective Closing Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as provided herein. (b) The Borrower Parties Company from time to time agree, jointly and severally, agrees to pay (i) to each Revolving Lender (other than any Defaulting Lender, it being understood that at any time the Issuing Bank has Fronting Exposure to such Defaulting Lender, the L/C Participation Fee with respect to such Fronting Exposure shall be payable to each applicable Issuing Bank for its own account) through the Administrative Agent, on three (3) Business Days after the fifth Business Day last day of JanuaryMarch, AprilJune, July September and October December of each year and on the earlier of the Maturity Date and the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fee (an “L/C Participation Fee”) on such ▇▇▇▇▇▇Lender’s Revolving Facility Percentage of the daily aggregate Dollar Amount of the Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements), during the preceding quarter ending on such last day (or shorter period commencing with the First Restatement Effective Closing Date or and ending with the Maturity Date or the date on which the Revolving Facility Commitments shall be terminated) at the rate per annum equal to the Applicable Margin for EurocurrencySOFR Eurocurrency Revolving Facility Borrowings effective for each day in such period and (ii) period. The Company from time to each time agrees to pay to the Issuing Bank, for its own account account, (Ax) on three (3) Business Days after the fifth Business Day last day of JanuaryMarch, AprilJune, July September and October December of each year and on the earlier of the Maturity Date and the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fronting fee in respect of each Letter of Credit issued by such the Issuing Bank at the request of the Company for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, Credit (computed at a rate equal to 0.125% per annum of the daily average stated amount Dollar Amount of such Letter of Credit) ), plus (By) such the Issuing Bank’s customary issuance standard fees and customary documentary and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing fees and charges of any L/C Disbursement thereunder (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable in Dollars on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. L/C Participation Fees and Issuing Bank Fees in respect of Letters of Credit denominated in Dollars shall be paid in Dollars, and L/C Participation Fees and Issuing Bank Fees in respect of Letters of Credit denominated in a Foreign Currency shall be paid in such Foreign Currency. (c) The Borrower Parties, jointly and severally, agree Company agrees to pay to the Administrative Agent, for its own accountthe account of the Administrative Agent, the agency fees set forth in the Fee Letter at the times specified therein or in such other amounts and at such other times as may be separately agreed in writing by the Administrative Agent and the Borrower from time to time (the “Administrative Agent Fees”). (d) All Fees shall be paid on the dates due, in Dollars (except as otherwise expressly provided in this Section 2.12) and immediately available funds, to the Administrative Agent at the Payment Office for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing BanksBank. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower Parties agree, jointly and severally, agrees to pay to each Revolving Lender (other than any Defaulting Lender), through the Administrative Agent, on the fifth last Business Day of January, April, July and October each calendar quarter in each yearyear (beginning with (i) the Closing Date and (ii) thereafter, the first Quarterly Payment Date to occur after the Closing Date), and on the earlier of the Maturity Date and the date on which the Revolving Commitments of all the Revolving Lenders shall be terminated as provided herein, a commitment fee (a “Revolving Commitment Fee”) on the average daily amount of the Available Unused Commitment of such Revolving Lender during the preceding three calendar month period such quarter (or other period commencing ending with the First Restatement Effective date on which all remaining Revolving Commitments shall be terminated) at the rate of 0.50% per annum. (b) [Reserved]. (c) The Borrower agrees to pay to each Construction/Term Lender (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of each calendar quarter in each year (beginning with (i) the Closing Date and (ii) thereafter, the first Quarterly Payment Date to occur after the Closing Date), and on the date on which the Term Commitments of all the Construction/Term Lenders shall be terminated as provided herein, a commitment fee (a “Construction Commitment Fee”, and, together with the Revolving Commitment Fee, the “Commitment Fees”) on the average daily amount of the Available Unused Commitment of such Construction/Term Lender during such quarter (or other period ending with the date on which the last of the Term Commitments of such Lender shall be terminated) at a the rate equal to the Applicable Commitment Fee. of 0.50% per annum. (d) All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee Fees due to each Lender shall commence begin to accrue on the First Restatement Effective Closing Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as provided herein. (be) The Borrower Parties from time to time agree, jointly and severally, agrees to pay (i) to each Revolving Lender (other than any Defaulting Lender), it being understood that at any time the Issuing Bank has Fronting Exposure to such Defaulting Lender, the L/C Participation Fee with respect to such Fronting Exposure shall be payable to each applicable Issuing Bank for its own account) through the Administrative Agent, on the fifth last Business Day of January, April, July and October each calendar quarter of each year (beginning with the first Quarterly Payment Date to occur after the Closing Date), and on the earlier of the Maturity Date and the date on which the Revolving Commitments of all the Lenders shall be terminated as provided herein, a fee (an a “Revolving L/C Participation Fee”) on such ▇▇▇▇▇▇Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed Revolving L/C Disbursements), ) during the preceding such quarter (or shorter period commencing with the First Restatement Effective Closing Date or ending with the Maturity Date or the date on which the last of the Revolving Facility Commitments shall be terminated) at the a rate per annum equal to the sum of (x) the Applicable Margin for EurocurrencySOFR Borrowings Eurodollar Revolving Loans effective for each day in such period and (iiy) to each Issuing Bank, for its own account the extent that any Event of Default shall have occurred and be continuing (A) on the fifth Business Day but excluding any Event of January, April, July and October of each year and on the earlier of the Maturity Date and the date on which the Commitments of all Default that has been waived by the Lenders shall be terminated as provided hereinpursuant to Section 9.08), a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 0.125% per annum of the daily stated amount of such Letter of Credit) plus (B) such Issuing Bank’s customary issuance fees and customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”)2.00%. All Revolving L/C Participation Fees and Issuing Bank Fees that are payable in Dollars on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower Parties, jointly and severally, agree to pay to the Administrative Agent, for its own account, the agency fees set forth in the Fee Letter at the times specified therein or in such other amounts and at such other times as may be separately agreed in writing by the Administrative Agent and the Borrower from time to time (the “Administrative Agent Fees”). (d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent at the Payment Office for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The U.S. Borrower Parties agree, jointly (on behalf of itself and severally, the Foreign Subsidiary Borrowers) agrees to pay to each Lender (other than any Defaulting Lender), through 10 Business Days after the Administrative Agentlast day of March, on the fifth Business Day of JanuaryJune, April, July September and October December in each year, and on the earlier of the Maturity Date and three Business Days after the date on which the Revolving Credit Commitments of all the Lenders shall be terminated as provided herein, (x) through the Administrative Agent, a commitment fee on the sum of (a “i) the daily unused amount of the U.S. Revolving Facility Commitment Fee”and (ii) on the daily amount of the Available Unused Commitment of such Lender during the preceding three calendar month period quarter (or other period commencing with the First Restatement Effective Closing Date or ending with the date on which the last of the Commitments of such Lender shall be terminated) and (y) directly to each Ancillary Lender, a commitment fee on the daily unused amount of the Ancillary Commitment of such Lender during the preceding quarter (or other period commencing with the Closing Date or ending with the date on which the last of the Commitments of such Lender shall be terminated), in each case at the rates set forth under the caption “Commitment Fee Rate” in the definition of “Applicable Margin” (each of the commitment fees referred to in clauses (x) and (y), a rate equal to the Applicable “Commitment Fee”). All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the First Restatement Effective Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as provided herein. (b) The U.S. Borrower Parties (on behalf of itself and the Foreign Subsidiary Borrowers) from time to time agree, jointly and severally, agrees to pay (i) to each U.S. Revolving Facility Lender (other than any Defaulting Lender), it being understood that at any time the Issuing Bank has Fronting Exposure to such Defaulting Lender, the L/C Participation Fee with respect to such Fronting Exposure shall be payable to each applicable Issuing Bank for its own account) through the Administrative Agent, on 10 Business Days after the fifth Business Day last day of JanuaryMarch, AprilJune, July September and October December of each year and on the earlier of the Maturity Date and three Business Days after the date on which the Revolving Credit Commitments of all the Lenders shall be terminated as provided herein, a fee (an “L/C Participation Fee”) on such ▇▇▇▇▇▇Lender’s U.S. Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements), during the preceding quarter (or shorter period commencing with the First Restatement Effective Closing Date or ending with the Revolving Credit Maturity Date or the date on which the U.S. Revolving Facility Commitments shall be terminated) at the rate per annum equal to the Applicable Margin for EurocurrencySOFR Eurocurrency Revolving Borrowings effective for each day in such period minus the amount of Issuing Bank Fees (as defined below) set forth in clause (ii)(x) below and (ii) to each Issuing Bank, for its own account account, (Ax) on three Business Days after the fifth Business Day last day of JanuaryMarch, AprilJune, July September and October December of each year and on the earlier of the Maturity Date and three Business Days after the date on which the U.S. Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 0.1251/4 of 1% per annum of the daily average stated amount of such Letter of Credit) ), plus (By) in connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank’s customary issuance fees and customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable in Dollars on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower Parties, jointly and severally, agree to pay to the Administrative Agent, for its own account, the agency fees set forth in the Fee Letter at the times specified therein or in such other amounts and at such other times as may be separately agreed in writing by the Administrative Agent and the Borrower from time to time (the “Administrative Agent Fees”). (d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent at the Payment Office for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower Parties agree, jointly and severally, agrees to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, on the fifth Business Day of January, April, July and October in each year, and on the earlier of the Maturity Date and the date on which the Commitments of all the Lenders shall be terminated as provided herein, a commitment fee (a “Commitment Fee”) to each Revolving Lender, ratably in proportion to their Revolving Credit Commitments, for which payment shall be made in arrears through the Administrative Agent on the daily amount last day of each March, June, September and December after the Available Unused Effective Date, and on the applicable Commitment Fee Termination Date (as defined below). The Commitment Fee due to each Revolving Lender with respect to each Class of such Lender during the preceding three calendar month period (or other Revolving Credit Commitments shall accrue for a period commencing with on the First Restatement Effective Date (in the case of Revolving Credit Commitments) or ending with the applicable Extension Date (in the case of all other Classes of Revolving Credit Commitments) and shall cease to accrue on the date (the “Commitment Fee Termination Date”) that is (i) in the case of Commitment Fees payable to Revolving Lenders, the later of (x) the date on which the last of the Commitments Revolving Credit Commitment of such Revolving Lender shall be terminatedterminated as provided herein and (y) at the first Business Day after the end of the Revolving Credit Commitment Period and (ii) in the case of Commitment Fees payable to all Revolving Lenders holding any other Class of Revolving Credit Commitment, the later of (x) the date on which such Revolving Credit Commitment shall be terminated as provided herein and (y) the Business Day after the end of the applicable Revolving Credit Commitment Period. The Commitment Fee accrued to each Revolving Lender shall equal the Commitment Fee Percentage multiplied by such Lender’s Commitment Fee Average Daily Amount (as defined below) for the applicable Fiscal Quarter (or shorter period commencing on the Effective Date and ending with the applicable Commitment Fee Termination Date). A Revolving Lender’s “Commitment Fee Average Daily Amount” with respect to a rate calculation period shall equal to the Applicable average daily amount during such period calculated using the daily amount of such Revolving Lender’s Revolving Credit Commitment Feeless such Revolving Lender’s Revolving Credit Exposure (excluding clause (c) of the definition thereof for purposes of determining the Commitment Fee Average Daily Amount only) for any applicable days during such Revolving Lender’s Revolving Credit Commitment Period. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the First Restatement Effective Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as provided herein. (b) The Borrower Parties from time to time agree, jointly and severally, to pay (i) to each Revolving Lender (other than any Defaulting Lender, it being understood that at any time the Issuing Bank has Fronting Exposure to such Defaulting Lender, the L/C Participation Fee with respect to such Fronting Exposure shall be payable to each applicable Issuing Bank for its own account) through the Administrative Agent, on the fifth Business Day of January, April, July and October of each year and on the earlier of the Maturity Date and the date on which the Commitments of all the Lenders shall be terminated as provided herein, a fee (an “L/C Participation Fee”) on such ▇▇▇▇▇▇’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements), during the preceding quarter (or shorter period commencing with the First Restatement Effective Date or ending with the Maturity Date or the date on which the Revolving Facility Commitments shall be terminated) at the rate per annum equal to the Applicable Margin for EurocurrencySOFR Borrowings effective for each day in such period and (ii) to each Issuing Bank, for its own account (A) on the fifth Business Day of January, April, July and October of each year and on the earlier of the Maturity Date and the date on which the Commitments of all the Lenders shall be terminated as provided herein, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 0.125% per annum of the daily stated amount of such Letter of Credit) plus (B) such Issuing Bank’s customary issuance fees and customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable in Dollars on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower Parties, jointly and severally, agree to pay to the Administrative Agent, for its own account, the agency fees set forth in the Fee Letter at the times specified therein or in such other amounts and at such other times as may be separately agreed in writing by the Administrative Agent and the Borrower from time to time (the “Administrative Agent Fees”). (d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent at the Payment Office for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower Parties agree, jointly and severally, agrees to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, on the fifth Business Day last day of JanuaryMarch, AprilJune, July September and October December in each year, and on the earlier of the Maturity Date and the date on which the Commitments of all the Lenders shall be terminated as provided herein, a commitment fee (a “"Commitment Fee”") on the average daily unused amount of the Available Unused Commitment Commitments of such Lender during the preceding three calendar month period quarter (or other period commencing with the First Restatement Effective Date or ending with the date on which the last of the Commitments of such Lender shall be terminated) at a rate equal to the Applicable Commitment Fee0.50% per annum. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s 's Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s 's Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the First Restatement Effective Closing Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as provided herein. (b) The Borrower Parties from time to time agree, jointly and severally, agrees to pay (i) to each Revolving Credit Lender (other than any Defaulting Lender), it being understood that at any time the Issuing Bank has Fronting Exposure to such Defaulting Lender, the L/C Participation Fee with respect to such Fronting Exposure shall be payable to each applicable Issuing Bank for its own account) through the Administrative Agent, on the fifth Business Day last day of JanuaryMarch, AprilJune, July September and October December of each year and on the earlier of the Maturity Date and the date on which the Revolving Credit Commitments of all the Lenders shall be terminated as provided herein, a fee (an “"L/C Participation Fee”") on such ▇▇▇▇▇▇’s Revolving Facility Lender's Applicable Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements), during the preceding quarter (or shorter period commencing with the First Restatement Effective Date date hereof or ending with the Revolving Credit Maturity Date or the date on which the Revolving Facility Credit Commitments shall be terminated) at the rate per annum equal to the Applicable LIBOR Margin for EurocurrencySOFR Borrowings effective for each day in such period for Revolving Loans as set forth on Schedule A and (ii) to each Issuing the respective Fronting Bank, for its own account account, (Ax) on the fifth Business Day last day of JanuaryMarch, AprilJune, July September and October December of each year and on the earlier of the Maturity Date and the date on which the Revolving Credit Commitments of all the Lenders shall be terminated as provided herein, a fronting facing fee in respect of each Letter of Credit issued by such Issuing Bank for its account hereunder for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 0.1251/4 of 1% per annum of the daily stated amount of such Letter of Credit; provided that in no event shall the annual amount of such facing fee with respect to any Letter of Credit be less than $500, plus, (y) plus (B) in connection with the issuance, amendment or transfer of any such Issuing Letter of Credit or any L/C Disbursement thereunder, such Fronting Bank’s customary issuance fees and 's customary documentary and processing fees and charges (collectively, “Issuing the "Fronting Bank Fees”"). All L/C Participation Fees and Issuing Fronting Bank Fees that are payable in Dollars on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower Parties, jointly and severally, agree agrees to pay to the Administrative Agent, for its own account, the agency fees set forth in the Fee Letter dated as of February 3, 2003 at the times specified therein or in such other amounts and at such other times as may be separately agreed in writing by the Administrative Agent and the Borrower from time to time (the “"Administrative Agent Fees”"). (d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent at the Payment Office for distribution, if and as appropriate, among the Lenders, except that Issuing the Fronting Bank Fees shall be paid directly to the applicable Issuing BanksFronting Bank to which such Fees are owed. Once paid, none of the Fees shall be refundable under any circumstances. (e) All voluntary prepayments of principal of Tranche I Term Loans and Tranche II Term Loans pursuant to Section 2.12(a) and all mandatory prepayments of principal of Tranche I Term Loans and Tranche II Term Loans required pursuant to Section 2.12(c), in each case prior to the first anniversary of the Closing Date, will be subject to payment to the Administrative Agent, for the ratable account of each Lender with outstanding Tranche I Term Loans and/or Tranche II Term Loans, of a fee in an amount equal to 1.00% of the aggregate principal amount of such prepayment, provided that such prepayment fee shall be payable only in respect of repayments of Term Loans in connection with a complete refinancing of the Obligations under this Agreement (other than any complete refinancing (i) occurring concurrently with a Change of Control, (ii) occurring concurrently with the consummation of a substantial acquisition by the Borrower or any of its subsidiaries of an unrelated third party or business that is not permitted under this Agreement or (iii) whose primary purpose is not to obtain a lower interest rate margin on the Term Loans). Such prepayment fees shall be due and payable upon the date of any such prepayment.

Fees. (a) The Borrower Parties agree, Borrowers jointly and severally, severally agree to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, on the fifth date that is 10 Business Day Days after the last day of JanuaryMarch, AprilJune, July September and October December in each yearyear (commencing June 2013), and on the earlier of the Maturity Date and the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a commitment fee (a “Commitment Fee”) on the daily amount of the applicable Available Unused Commitment of such Lender during the preceding three calendar month period quarter (or other period commencing with the First Restatement Effective Closing Date or ending with the date on which the last of the Commitments of such Lender shall be terminated) at a rate equal to the Applicable Commitment Fee. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the First Restatement Effective Closing Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as provided herein. (b) The Borrower Parties Borrowers jointly and severally from time to time agree, jointly and severally, agree to pay (i) to each Revolving Facility Lender of each Class (other than any Defaulting Lender), it being understood that at any time the Issuing Bank has Fronting Exposure to such Defaulting Lender, the L/C Participation Fee with respect to such Fronting Exposure shall be payable to each applicable Issuing Bank for its own account) through the Administrative Agent, on the fifth last Business Day of JanuaryMarch, AprilJune, July September and October December of each year (commencing June 2013) and on the earlier of the Revolving Facility Maturity Date and the (or such other date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein), a fee (an “L/C Participation Fee”) on such ▇▇▇▇▇▇Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements)) of such Class, during the preceding quarter (or shorter period commencing with the First Restatement Effective Closing Date or ending with the applicable Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments of such Class shall be terminated) at the rate per annum equal to the Applicable Margin for EurocurrencySOFR Eurocurrency Revolving Facility Borrowings of such Class effective for each day in such period period, and (ii) to each Issuing Bank, for its own account (Ax) on the fifth last Business Day of JanuaryMarch, AprilJune, July September and October December of each year (commencing June 2013) and on the earlier of the Revolving Facility Maturity Date and the (or such other date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided hereinterminated), a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 0.125% per annum of the daily average stated amount of such Letter of Credit) ), plus (By) in connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank’s customary issuance fees and customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable in Dollars on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower Parties, Borrowers jointly and severally, severally agree to pay to the Administrative Agent, for its own accountthe accounts of the Administrative Agent and the Collateral Agent, the agency fees set forth in any fee letters entered into between the Fee Letter Agents and any Borrower relating to such fees as such letters may be amended, restated, supplemented or otherwise modified from time to time, at the times specified therein or in such other amounts and at such other times as may be separately agreed in writing by (the fees payable to the Administrative Agent and the Borrower from time to time (being the “Administrative Agent Fees,” and the fees payable to the Collateral Agent being the “Collateral Agent Fees”) (it being understood that this Agreement shall constitute the “Credit Agreement” for purposes of the Administrative Agent Fee Letter dated as of November 6, 2014, by and between the Company and the Administrative Agent, notwithstanding the occurrence of the transactions occurring on the Restatement Effective Date). (d) [Reserved]. (e) [Reserved]. (f) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent at the Payment Office for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Canadian Borrower Parties agree, jointly and severally, agrees to pay to each Revolving Facility Lender (other than any Defaulting Lender), through the Administrative Agent, on five Business Days after the fifth Business Day last day of JanuaryMarch, AprilJune, July September and October December in each year, and on the earlier of the Maturity Date and three Business Days after the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a commitment fee (a “Revolving Facility Commitment Fee”) in Canadian Dollars on the daily amount of the Available Revolving Unused Commitment of such Lender during the preceding three calendar month period quarter (or other period commencing with the First Restatement Effective Closing Date or ending with the date on which the last of the Commitments Revolving Facility Commitment of such Lender shall be terminated) at a rate equal to the Applicable Commitment Fee0.50% per annum. All Revolving Facility Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 365 days. For the purpose of calculating any Lender’s Revolving Facility Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Revolving Facility Commitment Fee is calculated shall be deemed to be zero. The Revolving Facility Commitment Fee due to each Lender shall commence to accrue on the First Restatement Effective Closing Date and shall cease to accrue on the date on which the last of the Revolving Facility Commitments of such Lender shall be terminated as provided herein. (b) The Canadian Borrower Parties agrees to pay from time to time agree, jointly and severally, to pay (i) to each Revolving Facility Lender (other than any Defaulting Lender), it being understood that at any time the Issuing Bank has Fronting Exposure to such Defaulting Lender, the L/C Participation Fee with respect to such Fronting Exposure shall be payable to each applicable Issuing Bank for its own account) through the Administrative Agent, on ten Business Days after the fifth Business Day last day of JanuaryMarch, AprilJune, July September and October December of each year and on the earlier of the Maturity Date and three Business Days after the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fee (an “L/C Participation Fee”) in Canadian Dollars on such ▇▇▇▇▇▇Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements), during the preceding quarter (or shorter period commencing with the First Restatement Effective Closing Date or ending with the Maturity Date or the date on which the Revolving Facility Commitments shall be terminated) at the rate per annum equal to the Applicable Margin for EurocurrencySOFR BA Borrowings effective for each day in such period period, and (ii) to each Issuing BankL/C Issuer, for its own account account, (Ax) on 10 Business Days after the fifth Business Day last day of JanuaryMarch, AprilJune, July September and October December of each year and on the earlier of the Maturity Date and three Business Days after the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fronting fee in Canadian Dollars in respect of each Letter of Credit issued by such Issuing Bank L/C Issuer for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 0.1251/4 of 1% per annum of the daily stated amount (or, if applicable, the Canadian Dollar Equivalent) of such Letter of Credit) (with the minimum annual fronting fee for each Letter of Credit to be not less than CND$500) plus (By) in connection with the issuance, amendment or transfer of any such Issuing BankLetter of Credit or any L/C Disbursement thereunder, such L/C Issuer’s customary issuance fees and customary documentary and processing fees and charges (collectively, “Issuing Bank L/C Issuer Fees”). All L/C Participation Fees and Issuing Bank L/C Issuer Fees that are payable in Dollars on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Canadian Borrower Partiesagrees to pay to the Administrative Agent, jointly for the accounts of each Lender making a BA Loan, on the date of such Loan, a fee, in Canadian Dollars, calculated by multiplying the face amount of each BA (or, if applicable, the principal amount of each BA Equivalent Loan before discounting) comprising the BA Loan by the product of (i) the Applicable Margin for such BA Loan and severally(ii) a fraction, agree the numerator of which is the number of days in the BA Contract Period applicable to such BA (or BA Equivalent Loan) and the denominator of which is 365 or 366, as applicable (“Acceptance Fees”). (d) [Reserved]. (e) The Canadian Borrower agrees to pay to the Administrative Agent, for its own account, the agency fees set forth in the Fee Letter Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein or in such other amounts and at such other times as may be separately agreed in writing by the Administrative Agent and the Borrower from time to time (the “Administrative Agent Fees”). (df) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent at the Payment Office for distribution, if and as appropriate, among the Lenders, except that Issuing Bank L/C Issuer Fees shall be paid directly to the applicable Issuing BanksL/C Issuer. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower Parties agree, jointly and severally, Borrowers agree to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, on the fifth last Business Day of JanuaryMarch, AprilJune, July September and October December in each year, year and on the earlier of the Maturity Date and the date on which the Commitments Revolving Credit Commitment of all the Lenders such Lender shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to 0.50% per annum on the daily unused amount of the Available Unused Revolving Credit Commitment of such Lender during the preceding three calendar month period quarter (or other shorter period commencing with the First Restatement Effective Date date hereof or ending with the Revolving Credit Maturity Date or the date on which the last of the Commitments Revolving Credit Commitment of such Lender shall be terminated) at a rate equal to the Applicable Commitment Fee). All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose purposes of calculating any Lender’s Commitment FeeFees only, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall not be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the First Restatement Effective Date and shall cease to accrue on the date on which the last constitute utilization of the Commitments of such Lender shall be terminated as provided hereinRevolving Credit Commitments. (b) The Borrower Parties from time Borrowers agree to time agreepay to the Administrative Agent, jointly for its own account, the administrative fees set forth in the Fee Letter at the times and severally, in the amounts specified therein (the “Administrative Agent Fees”). (c) The Borrowers agree to pay (i) to each Revolving Lender (other than any Defaulting Credit Lender, it being understood that at any time the Issuing Bank has Fronting Exposure to such Defaulting Lender, the L/C Participation Fee with respect to such Fronting Exposure shall be payable to each applicable Issuing Bank for its own account) through the Administrative Agent, on the fifth last Business Day of JanuaryMarch, AprilJune, July September and October December of each year and on the earlier of the Maturity Date and the date on which the Commitments Revolving Credit Commitment of all the Lenders such Lender shall be terminated as provided herein, a fee (an “L/C Participation Fee”) calculated on such ▇▇▇▇▇▇Lender’s Revolving Facility Pro Rata Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements), ) during the preceding quarter (or shorter period commencing with the First Restatement Effective Date date hereof or ending with the Revolving Credit Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Facility Credit Commitments of all Lenders shall be have been terminated) at the a rate per annum equal to the Applicable Margin for EurocurrencySOFR Percentage from time to time used to determine the interest rate on Revolving Credit Borrowings effective for each day in such period comprised of Eurodollar Loans pursuant to Section 2.06, and (ii) to each the Issuing Bank, for its own account (Ax) on the fifth last Business Day of JanuaryMarch, AprilJune, July September and October December of each year and on the earlier date on which all the Letters of Credit issued by it shall have been canceled or have expired, a fronting fee equal to 0.25% per annum on the Maturity Date and aggregate face amount of such Letters of Credit outstanding during the preceding quarter (or shorter period commencing on the date hereof or ending on the date on which the Commitments of all the Lenders shall be terminated as provided herein, a fronting fee in respect of each Letter Letters of Credit issued have been canceled or have expired) and (y) the standard issuance and drawing fees specified from time to time by such the Issuing Bank for (the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 0.125% per annum of the daily stated amount of such Letter of Credit) plus (B) such Issuing Bank’s customary issuance fees and customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable in Dollars on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower Parties, jointly and severally, agree to pay to the Administrative Agent, for its own account, the agency fees set forth in the Fee Letter at the times specified therein or in such other amounts and at such other times as may be separately agreed in writing by the Administrative Agent and the Borrower from time to time (the “Administrative Agent Fees”). (d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent at the Payment Office for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the applicable Issuing BanksBank. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower Parties agree, jointly and severally, Company agrees to pay to the Revolving Facility Agent for the account of each Revolving Lender (other than any Defaulting Lender), through the Administrative Agent, on the fifth Business Day of January, April, July and October in each year, and on the earlier of the Maturity Date and the date on which the Commitments of all the Lenders shall be terminated as provided herein, a commitment fee (a the “Revolving Commitment Fee”) ), which shall accrue at the Applicable Rate on the daily unused amount of the Available Unused Revolving Commitment of such Lender during the preceding three calendar month period (or other period commencing with from and including the First Restatement Effective Date or ending with to but excluding the date on which such Revolving Commitment terminates. Accrued Revolving Commitment Fees in respect of the Revolving Commitments 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 Revolving Commitments terminate, commencing on the Commitments of first such Lender shall be terminated) at a rate equal date to occur after the Applicable Commitment FeeEffective Date. All 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 in a year of 360 days. For (including the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the First Restatement Effective Date and shall cease to accrue on the date on which first day but excluding the last of the Commitments of such Lender shall be terminated as provided hereinday). (b) The Borrower Parties from time to time agree, jointly and severally, Company agrees to pay to the Term Facility Agent for the account of each Term Lender a ticking fee (the “Term Ticking Fee”), which shall accrue at the Term Ticking Fee Rate on the daily amount of the Term Commitment of such Lender during the period (the “Term Ticking Fee Accrual Period”) that (i) to each Revolving Lender (other than any Defaulting Lender, it being understood that at any time the Issuing Bank has Fronting Exposure to such Defaulting Lender, the L/C Participation Fee with respect to such Fronting Exposure shall be payable to each applicable Issuing Bank for its own account) through the Administrative Agent, commences on the fifth Business Day of January, April, July date that is 60 days after the Signing Date and October of each year and (ii) ends on the earlier of (A) the Maturity Term Funding Date and (B) the date on which the Commitments Term Commitment of all the Lenders such Lender terminates or expires. Accrued Term Ticking Fees shall be terminated as provided herein, a fee (an “L/C Participation Fee”) payable in arrears on such ▇▇▇▇▇▇’s Revolving Facility Percentage the last day of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements), during the preceding quarter (or shorter period commencing with the First Restatement Effective Date or ending with the Maturity Date or the date on which the Revolving Facility Commitments shall be terminated) at the rate per annum equal to the Applicable Margin for EurocurrencySOFR Borrowings effective for each day in such period and (ii) to each Issuing Bank, for its own account (A) on the fifth Business Day of January, April, July and October of each year and on the earlier of the Maturity Date and the date on which the Commitments of all the Lenders shall be terminated as provided herein, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 0.125% per annum of the daily stated amount of such Letter of Credit) plus (B) such Issuing Bank’s customary issuance fees and customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”)Term Ticking Fee Accrual Period. All L/C Participation Term Ticking Fees and Issuing Bank Fees that are payable in Dollars on a per annum basis shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed in a year of 360 days(including the first day but excluding the last day). (c) The Borrower Parties, jointly and severally, agree Company agrees to pay to the Administrative each Agent, for its own account, the agency fees set forth payable in the Fee Letter amounts and at the times specified therein or in such other amounts and at such other times as may be separately agreed in writing by upon between the Administrative Agent Company and the Borrower from time to time (the “Administrative Agent Fees”)such Agent. (d) All Fees fees payable hereunder shall be paid on the dates due, in immediately available funds, to (i) in the Administrative case of the Revolving Commitment Fees, the Revolving Facility Agent at the Payment Office for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly distribution to the applicable Issuing Banks. Once paidRevolving Lenders entitled thereto, none (ii) in the case of the Term Ticking Fees, the Term Facility Agent for distribution to the Term Lenders entitled thereto and (iii) in the case of any fees payable to any Agent for its own account, to such Agent. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower Parties agree, jointly and severally, agrees to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, on the fifth last Business Day of JanuaryMarch, AprilJune, July September and October December in each year, commencing on June 30, 2007, and on the earlier of the Maturity Date and the each date on which the Commitments any Commitment of all the Lenders such Lender shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to: (i) with respect to the Backstop LC Lenders, the Commitment Fee Rate on the average daily unused amount of the Available Unused Backstop LC Commitment of such Lender during the preceding three calendar month period quarter (or other period commencing with the First Restatement Effective Date date hereof or ending with the Backstop LC Maturity Date or the date on which the last of the Commitments Backstop LC Commitment of such Lender shall expire or be terminated); (ii) at a rate equal with respect to the Applicable Revolving Credit Lenders, the Commitment FeeFee Rate on the average daily unused amount of the Revolving Credit Commitment of such Lender during the preceding quarter (or other period commencing with the date hereof or ending with the Revolving Credit Maturity Date or the date on which the Revolving Credit Commitment of such Lender shall expire or be terminated); and (iii) with respect to the Term Lenders, the Commitment Fee Rate on the average daily unused amount of the Available Construction Loan Commitment of such Lender during the preceding quarter (or other period commencing with the date hereof or ending with the Construction Loan Maturity Date or the date on which the Construction Loan Commitment of such Lender shall expire or be terminated). All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the First Restatement Effective Date date hereof and shall cease to accrue on the date on which the last of Backstop LC Commitment, Revolving Credit Commitment or the Commitments Construction Loan Commitment, as applicable, of such Lender shall expire or be terminated as provided herein. (b) The Borrower Parties agrees to pay to the Administrative Agent, for its own account, an administrative agency fee in the amount of $75,000 per annum through the Term Period Conversion Date and $50,000 per annum from the Term Period Conversion Date (as adjusted, the “Administrative Agent Fee”), which Administrative Agent Fee shall be adjusted upward by 10% cumulatively on each fifth (5th), tenth (10th), fifteenth (15th), twentieth (20th) and twenty-fifth (25th) anniversary of the Term Period Commencement Period (and every five years thereafter until the Loans have been repaid in full and the Commitments have been terminated). The Administrative Agent Fee shall be payable on the Closing Date and on each anniversary of the Closing Date. The Administrative Agent Fee shall not be pro-rated for part of a year and shall be deemed to be earned in full as of the first day of each annual pay period therefor, except that the Administrative Agent Fee shall be pro-rated if the Administrative Agent is removed or resigns in accordance with the terms hereof for the applicable year in which such removal or resignation occurs. (c) The Borrower agrees to pay to the Collateral Agent (including its agents and counsels), for its own account, the fees in the amounts and at the times from time to time agree, jointly agreed to in writing by the Borrower (or any Affiliate) and severally, the Collateral Agent (the “Collateral Agent Fees”). (d) The Borrower agrees to pay pay: (i) to each Revolving Lender (other than any Defaulting Backstop LC Lender, it being understood that at any time the Issuing Bank has Fronting Exposure to such Defaulting Lender, the L/C Participation Fee with respect to such Fronting Exposure shall be payable to each applicable Issuing Bank for its own account) through the Administrative Agent, on the fifth last Business Day of JanuaryMarch, AprilJune, July September and October December of each year year, commencing on June 30, 2007, and on the earlier of the Maturity Date and the date on which the Commitments Backstop LC Commitment of all the Lenders such Lender shall be terminated as provided hereinherein (each, a “Backstop LC Fee Payment Date”) a fee (an a “Backstop LC Participation Fee”) calculated on such Lender’s Pro Rata Percentage of the daily aggregate Backstop LC Credit Exposure (excluding the portion thereof attributable to unreimbursed Backstop LC Disbursements which are earning interim interest pursuant to Section 2.22(h)) during the immediately preceding quarter (or shorter period commencing with the date hereof or ending with the Backstop LC Maturity Date or the date on which the Backstop Letters of Credit have been canceled or have expired and the Backstop LC Commitments of all Backstop LC Lenders shall have been terminated) at a rate per annum equal to (A) from and after the Closing Date to and including the first (1st) anniversary of the Closing Date, 0.18% per annum, (b) after the first (1st) anniversary of the Closing Date to and including the second (2nd) anniversary of the Closing Date, 0.35% per annum, (c) after the second (2nd) anniversary of the Closing Date to and including the third (3rd) anniversary of the Closing Date, 0.475% per annum, (d) after the third (3rd) anniversary of the Closing Date to and including the fourth (4th) anniversary of the Closing Date, 0.60% per annum and (e) thereafter, 0.725% per annum (ii) to each Revolving Credit Lender, through the Administrative Agent, on the last Business Day of March, June, September and December of each year, commencing on June 30, 2007, and on the date on which the Revolving Credit Commitment of such Lender shall be terminated as provided herein (each, a “Revolving L/C Fee Payment Date”) a fee (a “Revolving L/C Participation Fee”) calculated on such ▇▇▇▇▇▇Lender’s Revolving Facility Pro Rata Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed Revolving L/C DisbursementsDisbursements which are earning interim interest pursuant to Section 2.22(h), ) during the immediately preceding quarter (or shorter period commencing with the First Restatement Effective Date date hereof or ending with the Revolving Credit Maturity Date or the date on which all Revolving Letters of Credit have been canceled or have expired and the Revolving Facility Credit Commitments of all Revolving Credit Lenders shall be have been terminated) at the a rate per annum equal to the Applicable Margin for EurocurrencySOFR Borrowings effective for each day described in such period and clause (iib) of the definition thereof; and (iii) to the Issuing Bank with respect to each Issuing Bank, for its own account (A) on the fifth Business Day of January, April, July and October of each year and on the earlier of the Maturity Date and the date on which the Commitments of all the Lenders shall be terminated as provided herein, a fronting fee in respect of each outstanding Backstop Letter of Credit issued by such for the account of (or at the request of) the Borrower a fronting fee (the “Issuing Bank for the period Fee”), which fee shall: (A) from and including after the date first anniversary of issuance the Closing Date, accrue at the rate of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 0.125% per annum of or such other lower rate as shall be separately agreed upon between the daily stated Borrower and the Issuing Bank, on the drawable amount of such Backstop Letter of Credit) plus ; and (B) such Issuing Bank’s customary issuance fees and customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All be payable quarterly in arrears on each Backstop L/C Participation Fees Fee Payment Date to occur from and Issuing Bank Fees that are payable in Dollars on a per annum basis after the first anniversary of the Closing Date. All fees under this clause (d) shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower Parties, jointly and severally, agree to pay to the Administrative Agent, for its own account, the agency fees set forth in the Fee Letter at the times specified therein or in such other amounts and at such other times as may be separately agreed in writing by the Administrative Agent and the Borrower from time to time (the “Administrative Agent Fees”). (de) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent at the Payment Office for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees Fee shall be paid directly to the applicable Issuing BanksBank. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower Parties agree, jointly and severally, Borrowers agrees to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, on the fifth date that is the last Business Day of JanuaryMarch, AprilJune, July September and October December in each year, year and on the earlier of the Maturity Date and the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a commitment fee (a “Commitment Fee”) on the average daily amount of the applicable Available Unused Commitment of such Lender during the preceding three calendar month period quarter (or other period commencing with the First Restatement Effective Closing Date or ending with the date on which the last of the Commitments of such Lender shall be terminated) at a rate equal to the Applicable Commitment Fee. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the First Restatement Effective Closing Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as provided herein. (b) The Borrower Parties Borrowers from time to time agree, jointly and severally, agree to pay (i) to each Revolving Facility Lender of each Class (other than any Defaulting Lender), it being understood that at any time the Issuing Bank has Fronting Exposure to such Defaulting Lender, the L/C Participation Fee with respect to such Fronting Exposure shall be payable to each applicable Issuing Bank for its own account) through the Administrative Agent, on the fifth date that is the last Business Day of JanuaryMarch, AprilJune, July September and October December of each year and on the earlier of the Maturity Date and the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) on such ▇▇▇▇▇▇Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements)) of such Class, during the preceding quarter (or shorter period commencing with the First Restatement Effective Closing Date or ending with the Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments of such Class shall be terminated) at the rate per annum equal to the Applicable Margin for EurocurrencySOFR Eurocurrency Revolving Facility Borrowings of such Class effective for each day in such period period, and (ii) to each Issuing Bank, for its own account (Ax) on the fifth date that is three Business Day Days after the last day of JanuaryMarch, AprilJune, July September and October December of each year and on the earlier of the Maturity Date and the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided hereinterminated, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 0.1251/8 of 1% per annum of the Dollar Equivalent of the daily stated amount of such Letter of Credit) ), plus (By) in connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank’s customary issuance fees and customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable in Dollars on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower Parties, jointly and severally, Borrowers agree to pay to the Administrative Agent, for its own accountthe account of the Administrative Agent, the agency fees “Senior Cash Flow Facilities Administration Fee” as set forth in the Fee Letter Letter, as may be amended, restated, supplemented or otherwise modified from time to time, at the times specified therein or in such other amounts and at such other times as may be separately agreed in writing by the Administrative Agent and the Borrower from time to time (the “Administrative Agent Fees”). (d) In the event that, on or prior to the date that is twelve months after the Closing Date, the Borrowers shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) with the proceeds of any new or replacement tranche of long term secured term loans that are broadly syndicated to banks and other institutional investors in financings similar to the Term Loans and have an All-in Yield that is less than the All-in Yield of such Term B Loans or, (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change of Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Facility Lenders (including any Non-Consenting Lenders that are Term Facility Lenders replaced in connection with any such amendment in accordance with Section 2.19(c)), (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term Loans so prepaid and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term Loans for which the All-In Yield has been reduced pursuant to such amendment (including the aggregate principal amount of Term Loans of Non-Consenting Lenders prepaid in connection therewith). Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a transformative acquisition is any acquisition by Holdings or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide Holdings and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower Representative in good faith. (e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent at the Payment Office for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower Parties agree, jointly and severally, agrees to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, on the fifth date that is the last Business Day of JanuaryMarch, AprilJune, July September and October December in each year, year and on the earlier of the Maturity Date and the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a commitment fee (a “Commitment Fee”) on the daily amount of the applicable Available Unused Commitment of such Lender during the preceding three calendar month period quarter (or other period commencing with the First Restatement Effective Closing Date or ending with the date on which the last of the Commitments of such Lender shall be terminated) at a rate equal to the Applicable Commitment Fee. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the First Restatement Effective Closing Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as provided herein. (b) The Borrower Parties from time to time agree, jointly and severally, agrees to pay (i) to each Revolving Facility Lender of each Class (other than any Defaulting Lender), it being understood that at any time the Issuing Bank has Fronting Exposure to such Defaulting Lender, the L/C Participation Fee with respect to such Fronting Exposure shall be payable to each applicable Issuing Bank for its own account) through the Administrative Agent, on the fifth date that is the last Business Day of JanuaryMarch, AprilJune, July September and October December of each year and on the earlier of the Maturity Date and the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) on such ▇▇▇▇▇▇Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements)) of such Class, during the preceding quarter (or shorter period commencing with the First Restatement Effective Closing Date or ending with the Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments of such Class shall be terminated) at the rate per annum equal to the Applicable Margin for EurocurrencySOFR Eurocurrency Revolving Facility Borrowings of such Class effective for each day in such period period, and (ii) to each Issuing Bank, for its own account (Ax) on the fifth date that is the last Business Day of JanuaryMarch, AprilJune, July September and October December of each year and on the earlier of the Maturity Date and the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided hereinterminated, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 0.1251/8 of 1.00% per annum of the Dollar Equivalent of the daily stated amount of such Letter of Credit) , plus (By) in connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank’s customary issuance fees and customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable in Dollars on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower Parties, jointly and severally, agree agrees to pay to the Administrative Agent, for its own accountthe account of the Administrative Agent, the agency fees “First Lien Facilities Administration Fee” as set forth in the Administrative Agent Fee Letter Letter, as may be amended, restated, supplemented or otherwise modified from time to time, at the times specified therein or in such other amounts and at such other times as may be separately agreed in writing by the Administrative Agent and the Borrower from time to time (the “Administrative Agent Fees”). (d) In the event that, on or prior to the date that is six months after the Effective Date, the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) with the proceeds of any new or replacement tranche of long-term secured term loans that are broadly syndicated to banks and other institutional investors in financings similar to the Term B Loans and have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment. Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faith. (e) [Reserved]. (f) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent at the Payment Office for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower Parties agree, jointly and severally, agrees to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, on the fifth last Business Day of JanuaryMarch, AprilJune, July September and October December in each year, year and on the earlier of the Maturity Date and the each date on which the Commitments any Commitment of all the Lenders such Lender shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to 0.50% per annum on the daily unused amount of the Available Unused Revolving Credit Commitment of such Lender during the preceding three calendar month period quarter (or other period commencing with the First Restatement Effective Date date hereof or ending with the Revolving Credit Maturity Date or the date on which the last of the Commitments of such Lender shall expire or be terminated) at a rate equal to the Applicable Commitment Fee). All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose purposes of calculating any Lender’s Commitment FeeFees only, no portion of the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated Revolving Credit Commitments shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the First Restatement Effective Date and shall cease to accrue on the date on which the last utilized as a result of the Commitments of such Lender shall be terminated as provided hereinoutstanding Swingline Loans. (b) The Borrower Parties from time agrees to time agreepay to the Administrative Agent, jointly for its own account, the administrative fees set forth in the Fee Letter at the times and severally, in the amounts specified therein (the “Administrative Agent Fees”). (c) The Borrower agrees to pay (i) to each Revolving Lender (other than any Defaulting Credit Lender, it being understood that at any time the Issuing Bank has Fronting Exposure to such Defaulting Lender, the L/C Participation Fee with respect to such Fronting Exposure shall be payable to each applicable Issuing Bank for its own account) through the Administrative Agent, on the fifth last Business Day of JanuaryMarch, AprilJune, July September and October December of each year and on the earlier of the Maturity Date and the date on which the Commitments Revolving Credit Commitment of all the Lenders such Lender shall be terminated as provided herein, a fee (an “L/C Participation Fee”) calculated on such ▇▇▇▇▇▇Lender’s Revolving Facility Pro Rata Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements), ) during the preceding quarter (or shorter period commencing with the First Restatement Effective Date date hereof or ending with the Revolving Credit Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Facility Credit Commitments of all Lenders shall be have been terminated) at the a rate per annum equal to the Applicable Margin for EurocurrencySOFR Percentage from time to time used to determine the interest rate on Revolving Credit Borrowings effective for each day in such period comprised of Eurodollar Loans pursuant to Section 2.06, and (ii) to each Issuing Bank, for its own account (A) on the fifth last Business Day of Januaryeach March, AprilJune, July September and October of each year and on December, to the earlier of the Maturity Date and the date on which the Commitments of all the Lenders shall be terminated as provided herein, a fronting fee in Issuing Bank with respect of to each Letter of Credit issued by such Issuing Bank for a fronting fee (which shall accrue at the period from and including the date rate of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 0.125% per annum of or at another rate agreed by the daily stated amount of such Letter of Credit) plus (B) such Borrower and the Issuing Bank’s customary ) and the standard issuance and drawing fees and customary documentary and processing fees and charges specified from time to time by the Issuing Bank (collectively, the “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable in Dollars on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower Parties, jointly and severally, agree to pay to the Administrative Agent, for its own account, the agency fees set forth in the Fee Letter at the times specified therein or in such other amounts and at such other times as may be separately agreed in writing by the Administrative Agent and the Borrower from time to time (the “Administrative Agent Fees”). (d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent at the Payment Office for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the applicable Issuing BanksBank. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower Parties agree, jointly and severally, agrees to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, on the fifth last Business Day of JanuaryMarch, AprilJune, July September and October December in each year, year and on the earlier of the Maturity Date and the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a commitment fee (a “Commitment Fee”) on the daily amount of the applicable Available Unused Commitment of such Lender during the preceding three calendar month period quarter (or other period commencing with the First Restatement Effective Closing Date or ending with the date on which the last of the Commitments of such Lender shall be terminated) at a rate equal to the Applicable Commitment Fee. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the First Restatement Effective Closing Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as provided herein. (b) The Borrower Parties from time to time agree, jointly and severally, agrees to pay (i) to each Revolving Facility Lender of each Class (other than any Defaulting Lender), it being understood that at any time the Issuing Bank has Fronting Exposure to such Defaulting Lender, the L/C Participation Fee with respect to such Fronting Exposure shall be payable to each applicable Issuing Bank for its own account) through the Administrative Agent, on the fifth last Business Day of JanuaryMarch, AprilJune, July September and October December of each year and on the earlier of the Maturity Date and the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) on such ▇▇▇▇▇▇Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements)) of such Class, during the preceding quarter (or shorter period commencing with the First Restatement Effective Closing Date or ending with the Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments of such Class shall be terminated) at the rate per annum equal to the Applicable Margin for EurocurrencySOFR Eurocurrency Revolving Facility Borrowings of such Class effective for each day in such period period, and (ii) to each Issuing Bank, for its own account (Ax) on the fifth last Business Day of JanuaryMarch, AprilJune, July September and October December of each year and on the earlier of the Maturity Date and the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided hereinterminated, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 0.1251/8 of 1% per annum of the daily stated amount of such Letter of Credit) ), plus (By) in connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank’s customary issuance fees and customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable in Dollars on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower Parties, jointly and severally, agree agrees to pay to the Administrative Agent, for its own accountthe account of the Administrative Agent, the agency fees “Administration Agent Fee” as set forth in the Administrative Agent Fee Letter Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein or in such other amounts and at such other times as may be separately agreed in writing by the Administrative Agent and the Borrower from time to time (the “Administrative Agent Fees”). (d) In the event that, on or prior to the date that is six months after the October 2018 Effective Date, the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan Lenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid or converted and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee shall be paid to such Non-Consenting Lender and not to its assignee). Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faith. (e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent at the Payment Office for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower Parties agree, jointly and severally, agrees to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, on the fifth date that is 10 Business Day Days after the last day of JanuaryMarch, AprilJune, July September and October December in each yearyear (commencing March 2025), and on the earlier of the Maturity Date and the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a commitment fee (a “Commitment Fee”) on the daily amount of the applicable Available Unused Commitment of such Lender during the preceding three calendar month period quarter (or other period commencing with the First Restatement Effective Date or ending with the date on which the last of the Commitments of such Lender shall be terminated) at a rate equal to the Applicable Commitment Fee. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the First Restatement Effective Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as provided herein. (b) The Borrower Parties from time to time agree, jointly and severally, agrees to pay (i) to each Revolving Facility Lender of each Class (other than any Defaulting Lender), it being understood that at any time the Issuing Bank has Fronting Exposure to such Defaulting Lender, the L/C Participation Fee with respect to such Fronting Exposure shall be payable to each applicable Issuing Bank for its own account) through the Administrative Agent, on the fifth last Business Day of JanuaryMarch, AprilJune, July September and October December of each year and on the earlier of the Revolving Facility Maturity Date and the (or such other date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein), a fee (an “L/C Participation Fee”) on such ▇▇▇▇▇▇Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements)) of such Class, during the preceding quarter (or shorter period commencing with the First Restatement Effective Date or ending with the applicable Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments of such Class shall be terminated) at the rate per annum equal to the Applicable Margin for EurocurrencySOFR Borrowings Term Benchmark Revolving Facility Loans effective for each day in such period and (ii) to each Issuing Bank, for its own account (Ax) on the fifth last Business Day of JanuaryMarch, AprilJune, July September and October December of each year and on the earlier of the Revolving Facility Maturity Date and the (or such other date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided hereinterminated), a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 0.125% per annum of the daily average stated amount of such Letter of Credit) , plus (By) in connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank’s customary issuance fees and customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable in Dollars on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower Parties, jointly and severally, agree agrees to pay to the Administrative Agent, for its own accountthe accounts of the Administrative Agent and the Collateral Agent, the agency fees set forth in any fee letters entered into between the Fee Letter Agents and the Borrower relating to such fees as such letters may be amended, restated, supplemented or otherwise modified from time to time, at the times specified therein or in such other amounts and at such other times as may be separately agreed in writing by (the fees payable to the Administrative Agent and the Borrower from time to time (being the “Administrative Agent Fees,” and the fees payable to the Collateral Agent being the “Collateral Agent Fees”) (it being understood that this Agreement shall constitute the “Credit Agreement” for purposes of the Amended and Restated Administrative Agent Fee Letter dated as of Restatement Effective Date, by and between the Borrower and the Administrative Agent, notwithstanding the occurrence of the transactions occurring on the Restatement Effective Date). (d) [Reserved]. (e) [Reserved]. (f) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent at the Payment Office for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower Parties agree, jointly and severally, agrees to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, on three Business Days after the fifth Business Day last day of JanuaryMarch, AprilJune, July September and October December in each year, and on the earlier of the Maturity Date and three Business Days after the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a commitment fee (a “Commitment Fee”) on the daily amount of the Available Unused Commitment of such Lender during the preceding three calendar month period quarter (or other period commencing with the First Restatement Effective Closing Date or ending with the date on which the last of the Commitments of such Lender shall be terminated) at a rate equal to the Applicable Commitment FeeMargin. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the First Restatement Effective Closing Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as provided herein. (b) The Borrower Parties from time to time agree, jointly and severally, agrees to pay (i) to each Revolving Facility Lender (other than any Defaulting Lender), it being understood that at any time the Issuing Bank has Fronting Exposure to such Defaulting Lender, the L/C Participation Fee with respect to such Fronting Exposure shall be payable to each applicable Issuing Bank for its own account) through the Administrative Agent, on three Business Days after the fifth Business Day last day of JanuaryMarch, AprilJune, July September and October December of each year and on the earlier of the Maturity Date and three Business Days after the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fee (an “L/C Participation Fee”) on such ▇▇▇▇▇▇Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements), during the preceding quarter (or shorter period commencing with the First Restatement Effective Closing Date or ending with the Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments shall be terminated) at the rate per annum equal to the Applicable Margin for EurocurrencySOFR Eurocurrency Borrowings effective for each day in such period and (ii) to each Issuing Bank, for its own account account, (Ax) on three Business Days after the fifth Business Day last day of JanuaryMarch, AprilJune, July September and October December of each year and on the earlier of the Maturity Date and the date on which the Commitments of all the Lenders shall be terminated as provided hereinyear, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 0.1251/4 of 1% per annum of the daily stated maximum amount of such Letter of Credit) Credit or as otherwise agreed with the Issuing Bank), plus (By) in connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank’s customary issuance fees and customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable in Dollars on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower Parties, jointly and severally, agree agrees to pay (i) to the Administrative Agent, for its own accountthe account of the Administrative Agent, the agency fees set forth in the Administrative Agent Fee Letter dated as of the Third Restatement Effective Date, at the times specified therein or in such other amounts and at such other times as may be separately agreed in writing by the Administrative Agent and the Borrower from time to time (the “Administrative Agent Fees”)) and (ii) any applicable Lender, for the account of such Lender, the fees in the amounts and at the times from time to time agreed to in writing by the Borrower and any such Lender. (d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent at the Payment Office for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing BanksBanks and any fees under clause (c)(ii) above shall be paid directly to the applicable Lender. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower Parties agree, jointly and severally, agrees to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, on the fifth date that is three Business Days after the last Business Day of JanuaryMarch, AprilJune, July September and October December in each year, and on the earlier of the Maturity Date and the date on which the Revolving Facility Commitments of all the Lenders such Lender shall be terminated as provided herein, a commitment fee in Dollars (a “Commitment Fee”) on the daily amount of the Available Unused Commitment of such Lender during the preceding three calendar month period quarter (or other period commencing with the First Restatement Effective Closing Date or ending with the date on which the last of the Commitments of such Lender shall be terminated) at a rate equal to the Applicable Commitment FeeFee with respect to such Lender. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment FeeFee (other than with respect to the Swingline Lender), the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the First Restatement Effective Closing Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as provided herein. (b) The Borrower Parties from time to time agree, jointly and severally, agrees to pay (i) to each Revolving Facility Lender (other than any Defaulting Lender, it being understood ; provided that at any time the Issuing Bank that an L/C Issuer has Fronting Exposure to such a Defaulting Lender, until such Fronting Exposure has been reduced to zero, the L/C Participation Fee with respect attributable to such Fronting Exposure in respect of Letters of Credit issued by such L/C Issuer shall be payable to each applicable Issuing Bank for its own accountsuch L/C Issuer) under any Revolving Facility, through the Administrative Agent, on three Business Days after the fifth Business Day last day of JanuaryMarch, AprilJune, July September and October December of each year and on the earlier of the Maturity Date and three Business Days after the date on which the Revolving Facility Commitments of all the Lenders under such Revolving Facility shall be terminated as provided herein, a fee (an “L/C Participation Fee”) on such ▇▇▇▇▇▇Lender’s Revolving Facility Percentage of the daily aggregate Revolving Outstanding Amount of L/C Exposure Obligations (excluding the portion thereof attributable to unreimbursed L/C Disbursements)Unreimbursed Amounts) under such Revolving Facility, during the preceding quarter (or shorter period commencing with the First Restatement Effective Closing Date or ending with the Revolving Facility Maturity Date with respect to such Revolving Facility or the date on which the Revolving Facility Commitments under such Revolving Facility shall be terminated) at the rate per annum equal to the Applicable Margin for EurocurrencySOFR Eurocurrency Revolving Facility Borrowings made by such Lender effective for each day in such period and (ii) to each Issuing BankL/C Issuer, for its own account (Ax) on three Business Days after the fifth last Business Day of JanuaryMarch, AprilJune, July September and October December of each year and on the earlier of the Maturity Date and the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fronting fee in Dollars in respect of each Letter of Credit issued by such Issuing Bank L/C Issuer for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 0.1251/8 of 1% per annum of the Dollar Equivalent of the daily stated amount of such Letter of Credit) ), plus (By) in connection with the issuance, amendment or transfer of any such Issuing BankLetter of Credit or any drawing thereunder, such L/C Issuer’s customary issuance fees and customary documentary and processing fees and charges (collectively, “Issuing Bank L/C Issuer Fees”). All L/C Participation Fees and Issuing Bank L/C Issuer Fees that are payable in Dollars on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower Parties, jointly and severally, agree agrees to pay to the Administrative Agent, for its own accountthe account of the Administrative Agent, the agency fees set forth in the Fee Letter Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein or in such other amounts and at such other times as may be separately agreed in writing by the Administrative Agent and the Borrower from time to time (the “Administrative Agent Fees”). (d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent at the Payment Office for distribution, if and as appropriate, among the Lenders, except that Issuing Bank L/C Issuer Fees shall be paid directly to the applicable Issuing BanksL/C Issuers. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower Parties agree, jointly and severally, agrees to pay to each Revolving Facility Lender (other than any Defaulting Lender), through the Administrative Agent, on the fifth date that is three Business Days after the last Business Day of JanuaryMarch, AprilJune, July September and October December in each year, and on the earlier of the Maturity Date and the date on which the Revolving Facility Commitments of all the Lenders such Revolving Facility Lender shall be terminated as provided herein, a commitment fee in Dollars (a “Commitment Fee”) on the daily amount of the Available Unused Commitment of such Revolving Facility Lender during the preceding three calendar month period quarter (or other period commencing with the First Restatement Effective Closing Date or ending with the date on which the last of the Commitments of such Revolving Facility Lender shall be terminated) at a rate equal to the Applicable Commitment FeeFee with respect to such Revolving Facility Lender. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Revolving Facility Lender’s Commitment FeeFee (other than with respect to the Swingline Lender), the outstanding Swingline Loans during the period for which such Revolving Facility Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Revolving Facility Lender shall commence to accrue on the First Restatement Effective Closing Date and shall cease to accrue on the date on which the last of the Commitments of such Revolving Facility Lender shall be terminated as provided herein. (b) The Borrower Parties from time to time agree, jointly and severally, agrees to pay (i) to each Revolving Facility Lender (other than any Defaulting Lender, it being understood ; provided that at any time the Issuing Bank that an L/C Issuer has Fronting Exposure to such a Defaulting Lender, until such Fronting Exposure has been reduced to zero, the L/C Participation Fee with respect attributable to such Fronting Exposure in respect of Letters of Credit issued by such L/C Issuer shall be payable to each applicable Issuing Bank for its own accountsuch L/C Issuer) under any Revolving Facility, through the Administrative Agent, on three Business Days after the fifth Business Day last day of JanuaryMarch, AprilJune, July September and October December of each year and on the earlier of the Maturity Date and three Business Days after the date on which the Revolving Facility Commitments of all the Lenders under such Revolving Facility shall be terminated as provided herein, a fee (an “L/C Participation Fee”) on such ▇▇▇▇▇▇Lender’s Revolving Facility Percentage of the daily aggregate Revolving Outstanding Amount of L/C Exposure Obligations (excluding the portion thereof attributable to unreimbursed L/C Disbursements)Unreimbursed Amounts) of such Class, during the preceding quarter (or shorter period commencing with the First Restatement Effective Closing Date or ending with the Revolving Facility Maturity Date with respect to such Revolving Facility or the date on which the Revolving Facility Commitments of such Class shall be terminated) at the rate per annum equal to the Applicable Margin for EurocurrencySOFR Eurocurrency Revolving Facility Borrowings of such Class made by such Lender effective for each day in such period and (ii) to each Issuing BankL/C Issuer, for its own account (Ax) on three Business Days after the fifth last Business Day of JanuaryMarch, AprilJune, July September and October December of each year and on the earlier of the Maturity Date and the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fronting fee in Dollars in respect of each Letter of Credit issued by such Issuing Bank L/C Issuer for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 0.1251/8 of 1% per annum of the daily stated amount of such Letter of Credit) ), plus (By) in connection with the issuance, amendment or transfer of any such Issuing BankLetter of Credit or any drawing thereunder, such L/C Issuer’s customary issuance fees and customary documentary and processing fees and charges (collectively, “Issuing Bank L/C Issuer Fees”). All L/C Participation Fees and Issuing Bank L/C Issuer Fees that are payable in Dollars on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower Parties, jointly and severally, agree agrees to pay to the Administrative Agent, for its own accountthe account of the Administrative Agent, the agency fees set forth in the Fee Letter Letter, as amended, modified, waived or supplemented from time to time, at the times specified therein or in such other amounts and at such other times as may be separately agreed in writing by the Administrative Agent and the Borrower from time to time (the “Administrative Agent Fees”). (d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent at the Payment Office for distribution, if and as appropriate, among the Lenders, except that Issuing Bank L/C Issuer Fees shall be paid directly to the applicable Issuing BanksL/C Issuers. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower Parties agree, jointly and severally, agrees to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, on the fifth Business Day of Januaryeach March 31, AprilJune 30, July September 30 and October in each yearDecember 31, and on the earlier of the Maturity Date and the date on which the Commitments Commitment of all the Lenders such Lender shall be terminated as provided herein, a commitment facility fee (a “Commitment Facility Fee”) at the rate per annum from time to time in effect in accordance with Section 2.23, on the daily amount of the Available Unused Commitment of such Lender Lender, whether used or unused, during the preceding three calendar month period quarter (or other shorter period commencing with the First Restatement Effective Date Closing Date, or ending with the Termination Date or any date on which the last of the Commitments Commitment of such Lender shall be terminated) at a rate equal to the Applicable Commitment Fee). All Commitment Facility Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Facility Fee due to each Lender shall commence to accrue on the First Restatement Effective Date Closing Date, shall be payable in arrears and shall cease to accrue on the earlier of the Termination Date and the termination of the Commitment of such Lender as provided herein; provided, that if any Lender continues to have any outstanding Loans after its Commitment terminates, then such Facility Fee shall continue to accrue on the daily aggregate principal amount of such Lender’s Loans for each day from and including the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any outstanding Loans. (b) The Borrower agrees to pay to each Lender, through the Administrative Agent, on each March 31, June 30, September 30 and December 31, and on the date on which the last of the Commitments Commitment of such Lender shall be terminated as provided herein. (b) The Borrower Parties from time to time agree, jointly and severally, to pay (i) to each Revolving Lender (other than any Defaulting Lender, it being understood that at any time the Issuing Bank has Fronting Exposure to such Defaulting Lender, the L/C Participation Fee with respect to such Fronting Exposure shall be payable to each applicable Issuing Bank for its own account) through the Administrative Agent, on the fifth Business Day of January, April, July and October of each year and on the earlier of the Maturity Date and the date on which the Commitments of all the Lenders shall be terminated as provided herein, a utilization fee (an a “L/C Participation Utilization Fee”) on such ▇▇▇▇▇▇’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements), during the preceding quarter (or shorter period commencing with the First Restatement Effective Date or ending with the Maturity Date or the date on which the Revolving Facility Commitments shall be terminated) at the a rate per annum equal to the Applicable Margin for EurocurrencySOFR Borrowings effective Utilization Fee Percentage for each day in such period and (ii) to each Issuing BankExcess Utilization Day, for its own account (A) which fee shall accrue on the fifth Business Day of January, April, July and October of each year and on the earlier daily amount of the Maturity Date and the date on which the Commitments Commitment of all the Lenders shall be terminated as provided herein, a fronting fee in respect of such Lender (whether used or unused) for each Letter of Credit issued by such Issuing Bank for Excess Utilization Day during the period from and including the Closing Date to but excluding the date of issuance on which such Commitment terminates; provided that, if such Lender continues to have any outstanding Loans after its Commitment terminates, then such Utilization Fee shall continue to accrue on the daily aggregate principal amount of such Letter of Credit to Lender’s Loans for each Excess Utilization Day from and including the termination of date on which its Commitment terminates to but excluding the date on which such Letter of Credit, computed at a rate equal Lender ceases to 0.125% per annum of the daily stated amount of such Letter of Credit) plus (B) such Issuing Bank’s customary issuance fees and customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”)have any outstanding Loans. All L/C Participation Utilization Fees and Issuing Bank Fees that are payable in Dollars on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 daysdays and shall be payable in arrears. (c) The Borrower Parties, jointly and severally, agree agrees to pay to the Administrative Agent, for its own account, Agent the agency fees in the amounts and on the dates as set forth in the Fee Letter at the times specified therein or in such other amounts and at such other times as may be separately agreed in writing by any fee agreements with the Administrative Agent and the Borrower from time to time (the “Administrative Agent Fees”)perform any other obligations contained therein. (d) All Fees fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent at the Payment Office for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees fees shall be refundable under any circumstances.