Common use of Fees Clause in Contracts

Fees. (a) The Company agrees to pay to the Administrative Agent, in US Dollars, for the account of the office (or Affiliate) of each Lender (except, in the case of any Defaulting Lender, as provided in Section 2.20) from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment fee, which shall accrue at the Applicable Rate on the daily unused amount of the Commitment of such Lender during the period from and including the date hereof to but excluding the date on which the last of such Commitments terminates. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year, commencing on the first such date to occur after the date hereof, and on the date on which all the Commitments shall have terminated and the Lenders shall have no further Exposures. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a commitment of a Lender shall be deemed to be used to the extent of the outstanding Loans of and outstanding B/As accepted by such Lender. (b) The applicable Canadian Borrowing Subsidiary agrees to pay to the Administrative Agent, for the account of each Canadian Tranche Lender, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal to the (i) the product of the Applicable Rate and the face amount of each B/A accepted by such Lender multiplied by (ii) a fraction the numerator of which is the number of days in the Contract Period applicable to such B/A and the denominator of which is 365. (c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent specified above for distribution, in the case of commitment fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to Lenders: (i) an annual facility fee (the Administrative Agent, in US Dollars, for “Facility Fee”) equal to (1) the account aggregate amount of the office Commitments multiplied by 0.50%, payable quarterly on the Closing Date and on each December 31, March 31 and June 30 thereafter; provided that (or Affiliatei) any Facility Fee accrued with respect to any of each the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall be payable by the Borrower so long as such Facility Fee shall otherwise have been due and payable by the Borrower prior to such time of such Lender becoming a Defaulting Lender and (except, ii) no Facility Fee shall be payable to a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Facility Fee shall be earned in full on the case Closing Date and on the date of any Defaulting Lendersubsequent annual renewal; and (ii) letter of credit fees equal to (1) the Applicable Margin, times (2) the average aggregate daily maximum amount available to be drawn under all such Letters of Credit (regardless of whether any conditions for drawing could then be met and determined as provided of the close of business on any date of determination). All fees referred to in this Section 2.202.12(a) from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered paid to the Administrative Agent prior at its Principal Office and upon receipt, the Administrative Agent shall promptly distribute to each Lender that has Revolving Exposure its Pro Rata Share thereof. (b) The Borrower agrees to pay directly to the initial payment to such Lender under this paragraph)Issuing Bank, for its own account, the following fees: (i) at any time that there are two (2) or more Lenders, a commitment feefronting fee equal to 0.125%, which shall accrue per annum, times the average aggregate daily maximum amount available to be drawn under all Letters of Credit (determined as of the close of business on any date of determination); and (ii) such documentary and processing charges for any issuance, amendment, transfer or payment of a Letter of Credit as are in accordance with the Issuing Bank’s standard schedule for such charges and as in effect at the Applicable Rate time of such issuance, amendment, transfer or payment, as the case may be. (c) All fees referred to in Sections 2.12(a) and (b) shall be calculated on the daily unused amount basis of a 360-day year and the Commitment actual number of such Lender during the period from days elapsed and including the date hereof to but excluding the date on which the last of such Commitments terminates. Accrued commitment fees shall be payable quarterly in arrears on the last day of March, June, September and December Business Day of each yearcalendar quarter of each year during the Commitment Period, commencing on the first such date to occur after the date hereofClosing Date, and on the date on which all the Commitments shall have terminated and the Lenders shall have no further Exposures. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a commitment of a Lender shall be deemed to be used to the extent of the outstanding Loans of and outstanding B/As accepted by such LenderCommitment Termination Date. (b) The applicable Canadian Borrowing Subsidiary agrees to pay to the Administrative Agent, for the account of each Canadian Tranche Lender, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal to the (i) the product of the Applicable Rate and the face amount of each B/A accepted by such Lender multiplied by (ii) a fraction the numerator of which is the number of days in the Contract Period applicable to such B/A and the denominator of which is 365. (c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent specified above for distribution, in the case of commitment fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company agrees to Each of Caterpillar and CFSC shall pay to the Administrative Agent, in US Dollars, for the account of the office (or Affiliate) of each Lender (except, in the case of any Defaulting Lender, as provided in Section 2.20) from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment fee, which shall accrue at the Applicable Rate on the daily unused amount of the Commitment of such Lender during the period from and including the date hereof to but excluding the date on which the last of such Commitments terminates. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year, commencing on the first such date to occur after the date hereof, and on the date on which all the Commitments shall have terminated and the Lenders shall have no further Exposures. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a commitment of a Lender shall be deemed to be used to the extent of the outstanding Loans of and outstanding B/As accepted by such Lender. (b) The applicable Canadian Borrowing Subsidiary agrees to pay to the Administrative Agent, for the account of each Canadian Tranche LenderBank, a fee (each a “Commitment Fee” and collectively, the “Commitment Fees”) calculated on a daily basis by multiplying the Commitment Fee Rate in effect on each date on which B/As drawn day by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal to the (i) for any period prior to the product of Term Loan Effective Date, the Applicable Rate and the face amount of each B/A accepted by such Lender multiplied by Bank’s unused Allocated Commitment for such Borrower as in effect on such day or (ii) a fraction for any period from and including the numerator Term Loan Effective Date, the amount of which is such Bank’s Term Loan Advances to such Borrower. The Commitment Fee shall be payable quarterly in arrears, commencing on January 2, 2026 (for the number period commencing on the Closing Date and ending on December 31, 2025, inclusive), on the first Business Day of days each calendar quarter thereafter for the period of the immediately preceding calendar quarter, and on the Facility Termination Date for the period since the last payment of Commitment Fees. The “Commitment Fee Rate,” as of any date of determination, shall at all times be determined in accordance with the table set forth on Schedule II hereto, such rate to change for any Borrower when and as any Credit Rating of such Borrower changes (and subject to the split-rating rules set forth in the Contract Period applicable definition of Applicable Margin). The Commitment Fees allocable to such B/A each of Caterpillar and CFSC shall be the denominator several obligation of which is 365each. (cb) The Company agrees to Borrowers shall pay (i) to the Administrative Agent, solely for its own account, the fees payable specified in the amounts and at Administrative Agent Fee Letter, dated July 15, 2025, among the times separately agreed upon between the Company Borrowers, Citibank and the Administrative Agent. , (dii) All to the Agent, for the ratable account of each Bank, or to certain of the Arrangers, for their own separate accounts, as applicable, the fees payable hereunder shall be paid specified in the Joint Fee Letter, in each case on the dates duespecified therein, and (iii) to the Agent, for the benefit of certain of the Arrangers, for their own separate accounts, as applicable, the fees specified in the Arranger Fee Letter, in immediately available fundseach case on the date specified therein. No Person other than the Agent, to Citibank, Bank of America, JPMorgan and the Administrative Agent specified above for distributionArrangers, as applicable, shall have any interest in the case of commitment such fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company agrees to Simultaneously with the execution and delivery of this Agreement, the Borrowers shall pay to the Administrative Agent, in US Dollars, for the account benefit of the office Banks according to their respective Revolving Credit Commitments, a non-refundable origination fee (or Affiliate) of each Lender (except, in the case of any Defaulting Lender"ORIGINATION FEE"), as provided in Section 2.20) from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender set forth in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment fee, which shall accrue at the Applicable Rate on the daily unused amount of the Commitment of such Lender during the period from and including the date hereof to but excluding the date on which the last of such Commitments terminates. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year, commencing on the first such date to occur after the date hereof, and on the date on which all the Commitments shall have terminated and the Lenders shall have no further Exposures. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a commitment of a Lender shall be deemed to be used to the extent of the outstanding Loans of and outstanding B/As accepted by such Lenderseparate written agreement. (b) The applicable Canadian Borrowing Subsidiary agrees to Borrowers shall pay to the Administrative Agent, Agent for the account of each Canadian Tranche Lenderthe Banks, pro rata according to their respective Commitments, a facility fee (the "FACILITY FEE") on each the daily average amount of such Bank's Commitment, for the period from the date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal hereof to and including the earlier of (i) the product of the Applicable Rate date such Bank's Revolving Credit Commitment is terminated, and the face amount of each B/A accepted by such Lender multiplied by (ii) a fraction the numerator Revolving Credit Commitment Termination Date, at the rate per annum equal to the Facility Fee Percentage from time to time in effect on the amount of which the Total Revolving Credit Commitment. The accrued Facility Fee shall be payable on the Quarterly Dates, and on the earlier of (i) the date the Total Revolving Credit Commitment is terminated, or (ii) the number of days Revolving Credit Commitment Termination Date, and in the Contract Period applicable to event the Borrowers reduce the Total Revolving Credit Commitment as provided in subsection 2.5(b) hereof, on the effective date of such B/A and the denominator of which is 365reduction. (c) The Company agrees to Borrowers shall (i) pay to the Administrative Agent, for its own account, fees payable an annual administrative agency fee (the "AGENCY FEE"), and (ii) pay to each of the Agent and DBSI, for their respective accounts, an arrangement fee (the "ARRANGEMENT FEE"), all as set forth in the amounts and at the times separately agreed upon between the Company and the Administrative Agenta separate written agreement. (d) All fees payable hereunder shall be paid on The Origination Fee, the dates dueFacility Fee, in immediately available funds, the Agency Fee and the Arrangement Fee are hereinafter sometimes referred to individually as a "FEE" and collectively as the Administrative Agent specified above for distribution, in the case of commitment fees, to the Lenders. Fees paid shall not be refundable under any circumstances"FEES".

Fees. The fees applicable to Liquefaction Services provided by ELC shall commence on the First In-Service Date and shall consist of a (a) The Company agrees Monthly Fee applicable to pay to each Mcf of Liquefaction Demand Quantity, (b) a Retainage charge and (c) an Exit True-up Charge or Credit calculated at the Administrative Agent, in US Dollars, for the account end of the office (or Affiliate) Term of each Lender (except, in this Agreement. During the case of any Defaulting Lender, as provided in Section 2.20) from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent period prior to the Liquefaction Threshold Date, if during the Start-Up Period of an individual Liquefaction Unit, such Liquefaction Unit causes one or more Liquefaction Units which have achieved the In-Service Date to be taken out of service for a period greater than twenty-four (24) consecutive hours, Customer shall receive a one day credit per unit to its Monthly Fee for every full twenty-four (24) consecutive hour period in which a Liquefaction Unit which has been designated as being in-service had to be taken out of service; provided, however, such credit shall not apply to any units that were not taken out of service during the applicable period or to any units that have not yet achieved the In-Service Date. For the period prior to the Phase II Liquefaction Threshold Date, such credit shall apply to any Additional Liquefaction Units which have been placed in-service but are taken out of service for more than twenty-four (24) consecutive hours. Provided however that such credits shall not apply for outages resulting from down time to accommodate the initial payment to such Lender under this paragraph), a commitment fee, which tie-ins for subsequent MMLS units. a) Monthly Fee The fee (the “Monthly Fee”) payable each month per Mcf of LDQ shall accrue at be determined by taking the Applicable Rate on the daily unused amount sum of the Commitment following, each of such Lender during the period from and including the date hereof to but excluding the date on which the last of such Commitments terminates. Accrued commitment fees shall be payable is more thoroughly described in arrears on the last day of March, June, September and December of each year, commencing on the first such date to occur after the date hereof, and on the date on which all the Commitments shall have terminated and the Lenders shall have no further Exposures. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)this Exhibit D: ***. For purposes of computing commitment feescalculating fees pursuant to this Exhibit D, a commitment of a Lender the LDQ shall be deemed assumed to be used to equal the extent of the outstanding Loans of and outstanding B/As accepted by such Lenderamount specified therefor in Exhibit C. ***. (b) The applicable Canadian Borrowing Subsidiary agrees to pay to the Administrative Agent, for the account of each Canadian Tranche Lender, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal to the (i) the product of the Applicable Rate and the face amount of each B/A accepted by such Lender multiplied by (ii) a fraction the numerator of which is the number of days in the Contract Period applicable to such B/A and the denominator of which is 365. (c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent specified above for distribution, in the case of commitment fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to each Lender, through the Administrative Agent, in US Dollarson the last Business Day of March, for the account of the office (or Affiliate) June, September and December of each year and on each date on which any Commitment of such Lender (except, in the case of any Defaulting Lender, shall expire or be terminated as provided in Section 2.20) from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph)herein, a commitment feefee (a “Commitment Fee”) equal to (i) to the extent the pricing set forth in Level I as set forth in the definition of “Applicable Margin” is then in effect, which shall accrue at 0.75% per annum, (ii) to the extent the pricing set forth in Level II as set forth in the definition of “Applicable Rate Margin” is then in effect, 0.625% per annum and (iii) to the extent the pricing set forth in Level III as set forth in the definition of “Applicable Margin” is then in effect, 0.50% per annum, in each case on the daily unused amount of the Commitment of such Lender during the preceding calendar quarter (or other period from and including commencing with the date hereof or ending with the Termination Date applicable to but excluding such Lender’s Commitment or the date on which the last Commitment of such Commitments terminates. Accrued commitment fees Lender shall expire or be terminated); provided that no Commitment Fee shall be payable in arrears on by the last day of March, June, September and December of each year, commencing on the first Borrower to a Lender which is a Defaulting Lender for such date to occur after the date hereof, and on the date on which all the Commitments shall have terminated and the Lenders shall have no further Exposuresperiod as such Lender remains a Defaulting Lender. All commitment fees Commitment Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes in a year of computing commitment fees, a commitment of a Lender shall be deemed to be used to the extent of the outstanding Loans of and outstanding B/As accepted by such Lender360 days. (b) The applicable Canadian Borrowing Subsidiary Borrower shall pay to each Issuer of a Facility Letter of Credit the Fronting Fee to be paid by the Borrower to such Issuer pursuant to Section 2.19.6(b). The Borrower agrees to pay to the Administrative Agent, Agent for the account of each Canadian Tranche Lender, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal Lender the Facility Letter of Credit Fees pursuant to the (i) the product of the Applicable Rate and the face amount of each B/A accepted by such Lender multiplied by (ii) a fraction the numerator of which is the number of days in the Contract Period applicable to such B/A and the denominator of which is 365Section 2.19.6(a). (c) The Company agrees to Borrower shall pay to the Administrative Agent, for its own account, Agent such additional fees payable as are specified in the amounts and at the times separately agreed upon between the Company and the Administrative Agent’s Fee Letter. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent specified above for distribution, in the case of commitment fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (ai) The Company U.S. Borrower agrees to pay to each Lender in respect of a Tranche of Revolving Loans (other than any Defaulting Lender), through the Administrative Agent, in US Dollars, for the account of the office (or Affiliate) of each Lender (except, in the case of any Defaulting Lender, as provided in Section 2.20) from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment fee, which shall accrue at the Applicable Rate on the daily unused amount of the Commitment of such Lender during the period from and including the date hereof to but excluding the date on which the last of such Commitments terminates. Accrued commitment fees shall be payable in arrears on three Business Days after the last day of March, June, September and December of in each year, commencing on the first such date to occur and three Business Days after the date hereof, and on the date on which the Revolving Facility Commitments of all the Lenders in respect of such Tranche shall be terminated as provided herein, a commitment fee (a “Commitment Fee”) on the daily amount of the Available Unused Commitment of such Lender attributable to such Tranche during the preceding quarter (or other period ending with the date on which the last of the Commitments of such Lender in respect of such Tranche shall have terminated and the Lenders shall have no further Exposuresbe terminated) at a rate equal to 0.50% per annum. All commitment fees Commitment Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including in a year of 360 days. For the first day but excluding purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender in respect of any Tranche of Revolving Loans shall commence to accrue on the Closing Date and shall cease to accrue on the date on which the last day)of the Commitments of such Lender in respect of such Tranche shall be terminated as provided herein. For purposes of computing commitment feesthe average daily amount of any Revolving L/C Exposure for any period under this Section 2.13(a)(i) and under Section 2.13(b), a commitment the average daily amount of a Lender Alternative Currency Revolving L/C Exposure for such period shall be deemed to be used to calculated by multiplying (i) the extent average daily balance of each Alternative Currency Letter of Credit (expressed in the currency in which such Alternative Currency Letter of Credit is denominated) by (ii) the Exchange Rate for the Alternative Currency in which such Letter of Credit is denominated in effect on the last Business Day of such period or by such other reasonable method that the Administrative Agent deems appropriate. Any Commitment Fee paid in respect of the outstanding Loans of and outstanding B/As accepted by such Lender. Canadian Tranche (bi) The applicable Canadian Borrowing Subsidiary agrees shall be paid to pay to the Administrative Agent, for the account of each Canadian Tranche Lender, on each date on which B/As drawn by such ’s Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal Lending Office to the (i) extent paid by the product of the Applicable Rate Canadian Borrower and the face amount of each B/A accepted by such Lender multiplied by (ii) a fraction the numerator of which is the number of days in the Contract Period applicable to such B/A and the denominator of which is 365. (c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to each Canadian Tranche Lender’s U.S. Lending Office to the Administrative Agent specified above for distribution, in extent paid by the case of commitment fees, to the Lenders. Fees paid shall not be refundable under any circumstancesU.S. Borrower.

Fees. (a) The Company agrees to shall pay on the Closing Date all expenses incident to the Administrative performance of the obligations of the Company under this Agreement, including, but not limited to: (i) all filing fees and communication expenses relating to the registration of the Securities with the SEC; (ii) reserved; (iii) all fees and expenses relating to the listing of all such Common Stock underlying the Securities on the Principal Market and such other stock exchanges as the Company determines, including with respect to any additional listing application; (iv) all fees, expenses and disbursements relating to the registration or qualification of the Securities under the “blue sky” securities laws of such states and other jurisdictions as the Company may reasonably designate; (v) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as the Company may reasonably designate; (vi) the costs of all mailing and printing of the placement documents (including, without limitation, this Agreement and any “blue sky” surveys), registration statements, prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final prospectuses as the Company may reasonably deem necessary; (vii) the costs of preparing, printing and delivering certificates representing the Securities; (viii) fees and expenses of the Company’s Transfer Agent or DTC (as defined below); (ix) the fees of the Placement Agent, in US Dollars, for the account equal to 8% of the office (or Affiliate) of each Lender (except, in the case of any Defaulting Lender, as provided in Section 2.20) from which such Lender would make Loans Purchase Price paid by all Purchasers to the Company in US Dollars hereunder connection with each Tranche (which office or Affiliate the “Placement Agent Fee”) and the expenses of the Placement Agent, not to exceed $1,000 in the aggregate without the Company’s prior consent; (x) the fees and expenses of the Company’s accountants; and (xi) the fees and expenses of the Company’s legal counsel and other agents and representatives. Such fees may be withheld at the request of the Company from the Purchase Price at the Closing. Except as otherwise set forth in the Transaction Documents, each party to this Agreement shall be specified by each Canadian Tranche Lender and Euro Tranche Lender bear its own expenses in a notice delivered connection with the sale of the Securities to the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment fee, which shall accrue at the Applicable Rate on the daily unused amount of the Commitment of such Lender during the period from and including the date hereof to but excluding the date on which the last of such Commitments terminates. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year, commencing on the first such date to occur after the date hereof, and on the date on which all the Commitments shall have terminated and the Lenders shall have no further Exposures. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a commitment of a Lender shall be deemed to be used to the extent of the outstanding Loans of and outstanding B/As accepted by such LenderPurchasers. (b) The applicable Canadian Borrowing Subsidiary agrees to pay to the Administrative Agent, for the account of each Canadian Tranche Lender, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal to the (i) the product of the Applicable Rate and the face amount of each B/A accepted by such Lender multiplied by (ii) a fraction the numerator of which is the number of days in the Contract Period applicable to such B/A and the denominator of which is 365. (c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent specified above for distribution, in the case of commitment fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Revolving Borrower agrees to pay to the Administrative Agent, in US Dollars, Agent for the account of the office (or Affiliate) of distribution to each Lender (except, in the case of any Non-Defaulting Revolving Lender, as provided in Section 2.20) from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment fee, which shall accrue at commission (the Applicable Rate on the daily unused amount of the “Commitment of such Lender during Commission”) for the period from and including the date hereof Closing Date to but excluding and including the Maturity Date (or such earlier date on which the last Total Revolving Loan Commitment has been terminated) computed at a rate per annum equal to (i) for each Non-Defaulting Revolving Lender that is an Initial Lender, 0.75% of such Commitments terminatesits Unutilized Revolving Loan Commitment as in effect from time to time and (ii) for each Non-Defaulting Revolving Lender that is not an Initial Lender, 0.50% of its Unutilized Revolving Loan Commitment as in effect from time to time. Accrued commitment fees Commitment Commission shall be due and payable quarterly in arrears on the last day of March, June, September and December of each year, commencing on the first such date to occur after the date hereof, Quarterly Payment Date and on the date on upon which all the Commitments shall have terminated and the Lenders shall have no further Exposures. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a commitment of a Lender shall be deemed to be used to the extent of the outstanding Loans of and outstanding B/As accepted by such LenderTotal Revolving Loan Commitment is terminated. (b) [Reserved]. (c) [Reserved]. (d) [Reserved]. (e) The applicable Canadian Borrowing Subsidiary Revolving Borrower agrees to pay to the Administrative AgentRevolving Lender fees for field examinations and collateral analyses at a rate of $1,500 per day for each person employed to perform such field examinations, plus administrative fees and out of pocket expenses; provided that (i) (x) the frequency of such field examinations at the Borrower’s expense (excluding, for the account avoidance of doubt, the initial field examination conducted after the Closing Date) shall be limited to two examinations per each Canadian Tranche Lender, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal to twelve-month period following the Closing Date and as otherwise required before or after the Closing Date under Section 2.01(c) or for a Permitted Acquisition and (iy) the product Borrower shall not be liable for expenses of the Applicable Rate and the face amount of each B/A accepted by any more than three persons in conducting such Lender multiplied by field examinations; (ii) a fraction the numerator of which is no such limitation on the number of days field examinations and collateral analyses, or number of persons, shall apply if an Event of Default has occurred and is continuing; and (iii) all field examinations (x) shall be conducted during normal business hours, and (y) prior to the occurrence and continuance of an Event of Default, shall be conducted at times and dates in consultation with the Contract Period applicable Revolving Borrower and following reasonable prior written notice to such B/A and the denominator of which is 365Revolving Borrower. (cf) The Company agrees Borrowers agree to pay to the Administrative Agent, for Agent and the Collateral Agent such fees as may be agreed to in writing from time to time by Holdings or any of its own account, fees payable in the amounts and at the times separately agreed upon between the Company Subsidiaries and the Administrative Agent and/or the Collateral Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent specified above for distribution, in the case of commitment fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. During the term of this Agreement, in addition to all other sums owed by Owner to Developer under this Agreement, Developer shall be entitled to receive development fees equal to the aggregate of Two Million Dollars ($2,000,000) (collectively, the "Fees"), which shall be payable by Owner as follows: (a) The Company agrees reimbursement to pay Developer of all corporate overhead and administration costs, capitalized interest costs and all other costs incurred by Developer (or its parent corporation, Brookdale Living Communities, Inc.) in connection with performing the services under this Agreement up to the Administrative Agentan aggregate amount of One Million Dollars ($1,000,000), in US Dollars, for the which shall be due and payable by Owner to Developer from time to time within ten (10) days following invoice by Developer to Owner; Developer acknowledges receipt of $________ on account of the office (or Affiliate) of each Lender (except, in the case of any Defaulting Lender, as provided in Fees owed pursuant to this Section 2.20) from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph10(a), a commitment fee, which shall accrue at the Applicable Rate on the daily unused amount of the Commitment of such Lender during the period from and including the date hereof to but excluding the date on which the last of such Commitments terminates. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year, commencing on the first such date to occur after the date hereof, and on the date on which all the Commitments shall have terminated and the Lenders shall have no further Exposures. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a commitment of a Lender shall be deemed to be used to the extent of the outstanding Loans of and outstanding B/As accepted by such Lender.; (b) The applicable Canadian Borrowing Subsidiary agrees an equal amount as described in Section 10(a) above, which amount shall be deemed earned on the same date(s) that Developer submitted its invoice to pay Owner under Section 10(a) above, but shall be due and payable by Owner to Developer upon the Administrative Agent, for the account of each Canadian Tranche Lender, on each date on which B/As drawn by "Conversion Date," as such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal to the (i) the product of the Applicable Rate and the face amount of each B/A accepted by such Lender multiplied by (ii) a fraction the numerator of which term is the number of days defined in the Contract Period applicable to such B/A and the denominator of which is 365.Nomura Loan Documents; and (c) The Company an additional amount equal to Two Million Dollars ($2,000,000) less the aggregate amount of all sums paid and/or owed under Sections 10(a) and (b) above, which amount shall be deemed earned on the date Developer presents its last invoice to Owner under Section 10(a) above, but shall be due and payable by Owner to Developer upon the "Conversion Date." In addition to the Fees, Owner agrees to pay to reimburse Developer and Brookdale Living Communities, Inc.("Brookdale") for any and all costs and/or expenses paid, or incurred, by Developer or Brookdale in connection with any of the Administrative AgentLoan Documents, for its own accountincluding, fees payable without limitation, Interest, the Draw Fees, Servicing Fees, Facility Structuring Fee, non-use fee, Additional Loan Structuring Fees and Extension Fees (as such terms are defined in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. (dNomura Loan Documents) All or any other fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent specified above for distribution, in the case of commitment fees, to the Lenders. Fees paid shall not be refundable or expenses under any circumstancesof the Loan Documents.

Fees. The Borrower agrees to pay the following: (a) The Company agrees to pay to the Agents such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified, which such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever (except as expressly agreed between the Borrower and the applicable Agent); (b) to the Revolving Administrative Agent, in US Dollars, Agent for the account of the office (or Affiliate) of each Revolving Lender (exceptsubject to Section 2.18, in the case of any a Defaulting Lender, as provided ) in Section 2.20) from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph)accordance with its Pro Rata Percentage, a commitment fee, which shall accrue at the Applicable Rate on fee (a “Commitment Fee”) equal to (i) the daily unused balance of the Revolving Credit Commitments during such period, less (ii) the sum of (x) the daily balance of all Revolving Credit Loans during such period plus (y) the daily amount of LC Obligations during such period, multiplied by (iii) the then applicable “Commitment Fee Rate” set forth in the definition of such Lender “Applicable Loan Margin,” during the period from and including the date hereof Fifteenth Amendment Effective Date to but excluding the date on which the last of such Commitments Revolving Credit Commitment terminates. Accrued commitment fees Commitment Fees shall be payable in arrears (A) on the last day Business Day of each March, June, September and December of each year, commencing on the first such date to occur after the date hereofFifteenth Amendment Effective Date, and (B) on the date on which all the Commitments shall have terminated and the Lenders shall have no further Exposuressuch Revolving Credit Commitment terminates. All commitment fees Commitment Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes the purpose of computing commitment feescalculations and payments pursuant to this Section 2.05, a commitment the Revolving Credit Commitment of a each Defaulting Lender shall be deemed equal to be used to the extent of the outstanding Loans of and outstanding B/As accepted by such Lender$0. (bi) The applicable Canadian Borrowing Subsidiary agrees to pay to the Revolving Administrative Agent, Agent for the account of each Canadian Tranche Revolving Lender a participation fee (“LC Participation Fee”) with respect to its participations in Letters of Credit, which shall accrue at a rate equal to the Applicable Loan Margin from time to time for Revolving Credit Loans that are SOFR Loans on the average daily amount of such Lender, on each ’s LC Exposure (excluding any portion thereof attributable to Reimbursement Obligations) during the period from and including the Fifteenth Amendment Effective Date to but excluding the later of the date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder▇▇▇▇▇▇’s Revolving Credit Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee (“Fronting Fee”), in Canadian Dollars, an acceptance which shall accrue at a customary rate not to exceed 0.125 % per annum which will be set by the Issuing Bank based on the Issuing Bank’s prevailing DOCPROPERTY DOCXDOCID DMS=IManage Format=<<NUM>>_<<VER>> \* MERGEFORMAT 165714159_1 fronting fee equal rate for Letters of Credit as set forth in a separate letter agreement between the Borrower and the Issuing Bank on the average daily stated amount of Letters of Credit of such Issuing Bank during the period from and including the Fifteenth Amendment Effective Date to but excluding the later of the date of termination of the Revolving Credit Commitments and the date on which there ceases to be any LC Exposure of such Issuing Bank, as well as the Issuing Bank’s reasonable customary fees, in Dollars, with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Accrued LC Participation Fees shall be payable in arrears (i) on the product of the Applicable Rate and the face amount last Business Day of each B/A accepted by March, June, September and December of each year, commencing on the first such Lender multiplied by date to occur after the Fifteenth Amendment Effective Date, and (ii) on the date on which the Revolving Credit Commitments terminate. Accrued Fronting Fees shall be payable in arrears (i) on the first Business Day of each January, April, July and October of each year, commencing on the first such date to occur after the Fifteenth Amendment Effective Date, and (ii) on the date on which the Revolving Credit Commitments terminate. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within ten (10) Business Days after written demand therefor. All LC Participation Fees and Fronting Fees shall be computed on the basis of a fraction year of 360 days and shall be payable for the numerator of which is the actual number of days in elapsed (including the Contract Period applicable to such B/A and first day but excluding the denominator of which is 365last day). (c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent specified above for distribution, in the case of commitment fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent, in US Dollars, for the account of the office (or Affiliatei) of each Lender (except, in the case of any Defaulting Lender, as provided in Section 2.20) from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment fee, which shall accrue at the Applicable Rate on the daily unused amount of the Commitment of such Lender during the period from and including the date hereof to but excluding the date on which the last of such Commitments terminates. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year, commencing on the first such date to occur after the date hereof, and on the date on which all the Commitments shall have terminated and the Lenders shall have no further Exposures. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a commitment of a Lender shall be deemed to be used to the extent of the outstanding Loans of and outstanding B/As accepted by such Lender. (b) The applicable Canadian Borrowing Subsidiary agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the administrative fees to which the Borrower and Administrative Agent agree in writing (including, but not limited to, the administrative fees set forth in the Agent Fee Letter pursuant to the terms thereof and all Attorney Costs) and (ii) to the Collateral Agent, for the account of the Collateral Agent, the agency fees to which the Borrower and Collateral Agent agree in writing (including, but not limited to, the agency fees set forth in the Agent Fee Letter pursuant to the terms thereof and all Attorney Costs). (b) The Borrower agrees to pay (or cause to be paid) to the Lenders, each Canadian Tranche Lenderfor their own accounts, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, a commitment fee (the “Commitment Fee”) in Canadian Dollars, an acceptance fee amount (measured as of the Commitment Termination Date) equal to 2.50% of the positive difference, if any, of (i) the product of the Applicable Rate and the face amount of each B/A accepted by such Lender multiplied by Minimum Funded Amount less (ii) a fraction the numerator actual aggregate principal amount of Loans which is have borrowed on or prior to the number of days in Commitment Termination Date which shall be divided among such Lenders based on their Pro Rata Share. The Commitment Fee (if greater than zero) shall be earned on the Contract Period applicable to such B/A Commitment Termination Date and due and payable within five (5) Business Days after the denominator of which is 365Commitment Termination Date. (c) The Company Borrower agrees to pay (or cause to be paid) to the Administrative AgentLenders, each for its their own accountaccounts, fees an upfront fee (the “Delayed Draw Upfront Fee”) in an amount equal to 1.50% of the aggregate Delayed Draw Loans actually funded to the Borrower on a Delayed Draw Funding Date, which shall be divided among such Lenders based on their pro rata share of such Delayed Draw Loans. Each Delayed Draw Upfront Fee will be earned and due and payable in on the amounts and at the times separately agreed upon between the Company and the Administrative AgentDelayed Draw Funding Date with respect to such Delayed Draw Upfront Fee. (d) All fees payable hereunder shall The Borrower agrees to pay (or cause to be paid on the dates due, in immediately available funds, to the Administrative Agent specified above for distribution, in the case of commitment fees, paid) to the Lenders, each for their own accounts, an undrawn fee (the “Undrawn Fee”), in an amount equal to 0.50% of the positive difference, if any, of (i) the aggregate Commitments (as such Commitments may be terminated in part or in whole in accordance with Section 2.06(a)) as of the end of each month ended prior to the Commitment Termination Date less (ii) the greater of (A) the average aggregate principal amount of Loans outstanding as of the end of the applicable month and (B) the Minimum Funded Amount. Fees paid The Undrawn Fee shall not accrue and be refundable under any circumstancesearned on a monthly basis at all times during the Delayed Draw Availability Period. The Undrawn Fee (if greater than zero) shall be due and payable within five (5) Business Days after the Commitment Termination Date and shall be divided among such Lenders based on their Pro Rata Share.

Fees. (a) No bond shall be required of the Securityholders’ Representative. The Company agrees Securityholders’ Representative shall be entitled to pay to receive a fee of $250.00 per hour for time spent fulfilling the Administrative Agent, in US Dollars, Securityholders’ Representative Obligations. Any request by the Securityholders’ Representative for the account of the office (or Affiliate) of each Lender (except, in the case of any Defaulting Lender, as provided in Section 2.20) from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment fee, which shall accrue at the Applicable Rate on the daily unused amount of the Commitment of such Lender during the period from and including the date hereof to but excluding the date on which the last of such Commitments terminates. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year, commencing on the first such date to occur after the date hereof, and on the date on which all the Commitments shall have terminated and the Lenders shall have no further Exposures. All commitment fees shall be computed on the basis made by delivery of a year of 360 days and shall be payable for request (the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a commitment of a Lender shall be deemed to be used “Fee Request”) to the extent of Indemnity Escrow Agent, the outstanding Loans of Warrant Escrow Agent and outstanding B/As accepted by such Lender. (b) The applicable Canadian Borrowing Subsidiary agrees to pay Parent, with a copy to the Administrative Agentdesignated representative of Credit Suisse First Boston Management Corporation and R▇▇▇▇▇ ▇. ▇▇▇▇▇▇, for the account of each Canadian Tranche Lender, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal to the that (i) specifies the product of the Applicable Rate and the face amount of each B/A accepted by such Lender multiplied by fees requested to be paid and (ii) a fraction describes in reasonable detail the numerator of Securityholders’ Representative Obligations performed for which is the number of days fees are being requested. The fees specified in the Contract Period applicable to such B/A and the denominator of which is 365. (c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. (d) All fees payable hereunder Fee Request shall be paid proportionately out of the Indemnity Escrow Fund and the Indemnity Escrowed Warrant Shares (in accordance with the allocation methodology set forth in Section 5(a)), first, with respect to the Indemnity Escrow Fund, with Escrowed Cash and, if there is not a sufficient amount of Escrowed Cash, with Escrowed Shares, which, together with the Indemnity Escrowed Warrant Shares, shall be valued for purposes of this Section 9(b) at the Daily Closing Price on the dates due, trading day immediately preceding the date of payment of such fees. The fees specified in immediately available funds, the Fee Request shall be paid to the Administrative Securityholders’ Representative promptly, but in no event later than 30 days, following receipt by the Indemnity Escrow Agent specified above for distributionand Warrant Escrow Agent of written approval by Parent, in the case of commitment fees, such approval not to the Lenders. Fees paid shall not be refundable under any circumstancesunreasonably withheld or delayed.

Fees. (ai) The Company agrees to pay to Without limiting the Administrative Agentgenerality of the foregoing, it is understood and agreed that if the Obligations are accelerated for any reason, including because of an Event of Default or the commencement of any insolvency proceeding or by operation of law or otherwise, the Specified Fees, if any, determined as of the date of acceleration, will be due and payable as though the aggregate principal amount of all Convertible Notes outstanding as of such date were voluntarily prepaid as of such date and shall constitute part of the Obligations, in US Dollars, for the account view of the office (or Affiliate) impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender (except, in the case Holder’s lost profits as a result thereof. Each Note Party agrees that payment of any Defaulting LenderSpecified Fee due hereunder is reasonable under the circumstances currently existing. TO THE FULLEST EXTENT PERMITTED BY LAW, as provided in Section 2.20EACH NOTE PARTY EXPRESSLY WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING SPECIFIED FEES IN CONNECTION WITH ANY SUCH ACCELERATION INCLUDING IN CONNECTION WITH ANY VOLUNTARY OR INVOLUNTARY ACCELERATION OF THE NOTES AND THE RELATED OBLIGATIONS PURSUANT TO ANY PROCEEDING UNDER ANY DEBTOR RELIEF LAW OR PURSUANT TO A PLAN OF REORGANIZATION. (ii) from which such Lender would make Loans to Issuer on its own behalf and on behalf of each other Note Party expressly agrees that: (A) the Company in US Dollars Specified Fees are reasonable and the product of an arm’s-length transaction between sophisticated business people, ably represented by counsel; (B) the fees described hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment fee, which shall accrue at the Applicable Rate on the daily unused amount of the Commitment of such Lender during the period from and including the date hereof to but excluding the date on which the last of such Commitments terminates. Accrued commitment fees shall be payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between Holders and Issuer giving specific consideration in arrears on this transaction for such agreement to pay the last day Specified Fees; (D) no portion of March, June, September any Specified Fee represents “unmatured interest” within the meaning of 11 U.S.C. § 502(b)(2); (E) the Specified Fees are not intended to act as or constitute a penalty or punish Issuer or any other Note Party for any payment or prepayment; and December of each year, commencing on (F) the first such date Note Parties shall be estopped hereafter from claiming differently than as agreed to occur after in this paragraph. Each Note Party expressly acknowledges that its agreement to pay the date hereof, and on Specified Fees to the date on which all Holders as herein described is a material inducement to the Commitments shall have terminated Holders to enter into this Agreement and the Lenders shall have no further Exposures. All commitment fees shall be computed on other Note Documents and purchase the basis of a year of 360 days Convertible Notes and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a commitment of a Lender shall be deemed provide any applicable waiver or other consideration agreed to be used to the extent of the outstanding Loans of and outstanding B/As accepted by such Lenderin connection therewith. (biii) The applicable Canadian Borrowing Subsidiary agrees to pay to Note Parties agree that, once paid, the Administrative Agent, for the account of each Canadian Tranche Lender, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal to the (i) the product of the Applicable Rate and the face amount of each B/A accepted by such Lender multiplied by (ii) a fraction the numerator of which is the number of days in the Contract Period applicable to such B/A and the denominator of which is 365. (c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. (d) All fees described herein or any part thereof payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent specified above for distribution, in the case of commitment fees, to the Lenders. Fees paid shall will not be refundable under any circumstancescircumstances and are in addition to any other fees, costs and expenses payable pursuant to this Agreement or the other Note Documents. The Issuer shall reimburse Agent or such Holder for such costs and expenses as provided in this Agreement. Except as expressly provided herein, all such fees will be paid in US dollars and in immediately available funds and shall not be subject to reduction by way of setoff or counterclaim. All or any portion of the fees received by Fortress hereunder may be allocated to any affiliate of Fortress, the Agent or any other Holder or be shared among Fortress, the Agent and their respective affiliates.” 3.3 Upon giving effect to the Effective Date, Section 9.1 of the NPA is amended by amending and restating clause (vi) therein to read in its entirety as follows:

Fees. (a) The Company agrees to Borrower shall pay to the Administrative Agent, in US Dollars, Agent for the account of and distribution to each Lender rateably in accordance with each such Lender’s Applicable Percentage, in Canadian Dollars, an unused line fee (the office “Unused Line Fee”) for the period commencing on the Effective Date to and including the Maturity Date (or Affiliatesuch earlier date as the Commitments shall have been terminated entirely) computed at a rate of each Lender (except, in the case of any Defaulting Lender, as provided in Section 2.20) from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment fee, which shall accrue at the Applicable Rate 0.25% per annum on the average daily unused excess amount of the Commitment aggregate Commitments over the aggregate Exposure (but excluding, solely for the purpose of such Lender during this Section 2.10, any F/X Exposure). The Unused Line Fees on the period from and including the date hereof to but excluding the date on which the last of such Commitments terminates. Accrued commitment fees shall be payable calculated monthly in arrears on the last day of March, June, September and December Business Day of each year, commencing on the first such date to occur after the date hereof, calendar month (and on the date on which all the Commitments terminate) and each such calculated amount shall have terminated and be payable on the Lenders shall have no further Exposuresfirst Business Day of the immediately following calendar month (or on the date on which the Commitments terminate, as the case may be). All commitment fees Unused Line Fees shall be computed on the basis of a year of 360 365 or 366 days, as the case may be, and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) Prior to a CIBC ABL Reorganization Date, the Borrower agrees to pay to the Agent for the account of each Lender rateably in accordance with each Lender’s Applicable Percentage, a guarantee fee (a “Letter of Credit Guarantee Fee”) with respect to the provision of Letter of Credit Guarantees. After a CIBC ABL Reorganization Date, the Borrower agrees to pay to the Agent for the account of each Lender rateably in accordance with each Lender’s Applicable Percentage, a fee (a “Letter of Credit Fee”) with respect to the provision of Letter of Credit. Each Letter of Credit Guarantee Fee and each Letter of Credit Fee shall accrue and be payable at the rate of 1.75% per annum, in the case of documentary Letters of Credit or documentary Letters of Guarantee, or 2.50% per annum, in the case of stand-by Letters of Credit and stand-by Letters of Guarantee, on the average daily amount of the Letter of Credit Exposure during the period from and including the Effective Date (or the date on which any Letter of Credit Exposure first exists to but excluding the latter of: (i) the date of termination of the Commitments and (ii) the date on which there ceases to be any Letter of Credit Exposure. All such Letter of Credit Guarantee Fees and Letter of Credit Fee shall be calculated monthly in arrears on the last Business Day of each calendar month (and on the date on which the Commitments terminate) and each such calculated amount shall be payable on the first Business Day of the immediately following calendar month (or on the date on which the Commitments terminate, as the case may be); provided that all Letter of Credit Guarantee Fees and Letter of Credit Fees, together with all Standard Letter of Credit Fees (as defined below), accruing after the date on which the Commitments terminate shall be payable on demand. All Letter of Credit Guarantee Fees and Letter of Credit Fees payable pursuant to this Section 2.10(b) shall be computed on the basis of a year of 365 or 366 days, as the case may be, and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a commitment of a Lender shall be deemed to be used to the extent of the outstanding Loans of and outstanding B/As accepted by such Lender. (b) The applicable Canadian Borrowing Subsidiary Borrower also agrees to pay to the Administrative Agent, for the account of each Canadian Tranche Lenderthe Issuing Bank, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal the Issuing Bank’s standard fees (the “Standard Letter of Credit Fees”) with respect to the (i) issuing, administration, handling, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Such standard fees shall be payable within 10 days after demand by the product of Agent or the Applicable Rate and the face amount of each B/A accepted by such Lender multiplied by (ii) a fraction the numerator of which is the number of days in the Contract Period applicable to such B/A and the denominator of which is 365Issuing Bank. (c) The Company Borrower agrees to pay to the Administrative Agent, for its own account, on the Effective Date a loan facility fee equal to 0.50% of the amount of the aggregate Commitments. (d) The Borrower agrees to pay to the Agent, for its own account, on the Effective Date and on the first Business Day of each calendar month thereafter a collateral management fee equal to $1,500 per month, which the Borrower acknowledges and agrees shall be fully earned when paid. (e) The Borrower agrees to pay to the Agent, for its own account, the Agent’s standard charges, fees, costs and expenses for its field examinations, verifications and audits in an amount equal to $1,200 per person per day plus such field examiner’s and auditor’s out-of-pocket expenses. (f) The Borrower agrees to pay to the Agent, for its own account, fees payable in the amounts and at the times separately agreed upon in writing between the Company Borrower and the Administrative Agent, if applicable. (dg) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent specified above Agent, for distributionits own account or for distribution to the Lenders or CIBC, in as the case of commitment fees, to the Lendersmay be. Fees paid shall not be refundable under except in the case of manifest error in the calculation of any circumstancesfee payment.

Fees. (a) The Company agrees Borrowers agree to pay to the Administrative Agent, in US Dollars, Agent for the account of the office (or Affiliate) of each Lender an unused line fee (exceptthe “Commitment Fee”) in an amount equal to either (x) if the Average Revolver Usage for the immediately preceding quarter exceeds 50% of the Maximum Revolver Amount, in 0.250% per annum or (y) otherwise, 0.375% (provided that, for the case of any Defaulting Lenderperiod from the Closing Date through and including September 30, as provided in Section 2.20) from which 2023, such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate percentage shall be specified set at 0.250% notwithstanding such Average Revolver Usage) per annum multiplied by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment fee, which shall accrue at the Applicable Rate on the daily unused amount of the Available Revolving Commitment of such Lender during the period from and including the date hereof Closing Date to but excluding the date on which the last of such Revolver Commitments terminatesterminate. Accrued commitment Commitment fees shall be payable in arrears on accrued through and including the last day of March, June, September and December of each yearyear shall be payable in arrears on the fifteenth (15th) day following such last day and on the date on which the Revolver Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any Commitment Fees accruing after the date on which the Revolver Commitments terminate shall be payable on demand. All Commitment Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day and the last day of each period but excluding the date on which the Revolver Commitments terminate). (b) The Borrowers agree to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in each outstanding Letter of Credit, which shall accrue on the daily maximum amount then available to be drawn under such Letter of Credit at the same Applicable Margin used to determine the interest rate applicable to Term Benchmark Revolving Loans during the period from and including the Closing Date to but excluding the later of the date on which such ▇▇▇▇▇▇’s Revolver Commitment terminates and the date on which such Lender ceases to have any Letter of Credit Exposure, and (ii) to each Issuing Bank for its own account a fronting fee with respect to each Letter of Credit issued by such Issuing Bank, which shall accrue at the rate of 0.125% per annum on the daily maximum amount then available to be drawn under such Letter of Credit, during the period from and including the Closing Date to but excluding the later of the date of termination of the Revolver Commitments and the date on which there ceases to be any Letter of Credit Exposure with respect to Letters of Credit issued by such Issuing Bank, as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment or extension of any Letter of Credit and other processing fees and other standard costs and charges, of such Issuing Bank relating to Letters of Credit as from time to time in effect. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the fifteenth (15th) day following such last day, commencing on the first such date to occur after the Closing Date; provided that all such fees shall be payable on the date on which all the Revolver Commitments terminate and any such fees accruing after the date on which the Revolver Commitments terminate shall have terminated and the Lenders be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall have no further Exposuresbe payable within ten (10) days after demand. All commitment participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a commitment of a Lender shall be deemed to be used to the extent of the outstanding Loans of and outstanding B/As accepted by such Lender. (b) The applicable Canadian Borrowing Subsidiary agrees to pay to the Administrative Agent, for the account of each Canadian Tranche Lender, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal to the (i) the product of the Applicable Rate and the face amount of each B/A accepted by such Lender multiplied by (ii) a fraction the numerator of which is the number of days in the Contract Period applicable to such B/A and the denominator of which is 365. (c) The Company agrees Borrowers agree to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company Borrowers and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in dollars in immediately available funds, to the Administrative Agent specified above (or to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company agrees to Borrower shall pay to Lender on the Administrative AgentClosing Date a closing fee of $300,000 (the "Closing Fee"), which Closing Fee shall be fully earned and ----------- nonrefundable on the Closing Date, and against which Closing Fee shall be credited (x) the initial $25,000 underwriting deposit paid to Lender by Borrower in US Dollarsconnection with the proposal letter dated May 19, 2000, and (y) the $100,000 --- commitment fee paid to Lender by Borrower in connection with the commitment letter dated July 5, 2000, net of (z) costs and expenses, including reasonable ------ attorneys' fees and other legal costs and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇, incurred as of the Closing Date by Lender in connection with the transactions contemplated hereby. (b) [Intentionally Omitted.] --------------------- (c) If Borrower prepays all or any portion of Term Loan A or prepays the Revolving Loan and reduces or terminates the Revolving Loan Commitment, whether voluntarily or involuntarily and whether before or after acceleration of the Obligations, then Borrower shall pay to Lender as liquidated damages and compensation for the account costs of being prepared to make funds available hereunder an amount equal to (i) the Applicable Percentage multiplied by (ii) (A) the principal amount of Term Loan A prepaid, plus (B) the amount of the office reduction of the Revolving Loan Commitment. As used herein, the term "Applicable Percentage" shall mean (1) three percent (3%) in the case of a prepayment on or Affiliateprior to the first anniversary of the Closing Date, (2) two 7 CREDIT AGREEMENT percent (2%) in the case of each Lender a prepayment after the first anniversary of the Closing Date but on or prior to the second anniversary thereof, and (except3) one percent (1%) in the case of a prepayment after the second anniversary of the Closing Date but on or prior to the third anniversary thereof. Notwithstanding the foregoing, no prepayment fee shall be payable by Borrower upon (x) a mandatory prepayment made pursuant to Sections 1.3(b) or 1.16(c); provided, that -------- Borrower does not permanently reduce the Revolving Loan Commitment upon any such prepayment and, in the case of any Defaulting Lenderprepayments made pursuant to Sections 1.3(b)(ii) or (b)(iii), as provided in Section 2.20) from which such Lender would make Loans the transaction giving rise to the Company in US Dollars hereunder applicable prepayment is expressly permitted under Section 6, or (which office y) prepayment of some or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment fee, which shall accrue at the Applicable Rate on the daily unused amount all of the Commitment Obligations then outstanding in connection with a Public Offering or Private Placement of such Lender during the period from and including the date hereof to but excluding the date on which the last of such Commitments terminates. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year, commencing on the first such date to occur after the date hereof, and on the date on which all the Commitments shall have terminated and the Lenders shall have no further Exposures. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a commitment of a Lender shall be deemed to be used to the extent of the outstanding Loans of and outstanding B/As accepted by such LenderHoldings. (b) The applicable Canadian Borrowing Subsidiary agrees to pay to the Administrative Agent, for the account of each Canadian Tranche Lender, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal to the (i) the product of the Applicable Rate and the face amount of each B/A accepted by such Lender multiplied by (ii) a fraction the numerator of which is the number of days in the Contract Period applicable to such B/A and the denominator of which is 365. (c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent specified above for distribution, in the case of commitment fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company In consideration of each Lender's entering into this Agreement, the Borrower shall pay to the Agent (for the account of and distribution to such Lender), in immediately available funds on the date of the initial Loans hereunder, a Facility Fee in an amount equal to one percent (1.0%) of the total amount of such Lender's initial Revolving Loan Commitment, which fee shall be non-refundable and shall be deemed fully earned upon the Agent's and the Lenders' execution and delivery of this Agreement and the making of the initial Loans hereunder. (b) In consideration of the Lenders' making their respective Revolving Loan Commitments hereunder available to the Borrower, the Borrower agrees to pay to the Administrative AgentAgent (for the account of and distribution to the Lenders in accordance with their respective Pro Rata Shares) in immediately available funds a non-refundable Commitment Fee from the date of this Agreement to the date of the Credit Expiration Date computed on the daily average unused portion of the Revolving Loan Commitments in effect during the period from which such payment is made (as such Revolving Loan Commitments may be reduced pursuant to this Agreement), in US Dollarsat a rate per annum equal to one-half of one percent (0.50%), which Commitment Fee shall be payable by Borrower to the Agent (for the account of the office (or AffiliateLenders as aforesaid) of each Lender (except, in the case of any Defaulting Lender, as provided in Section 2.20) from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment fee, which shall accrue at the Applicable Rate on the daily unused amount of the Commitment of such Lender during the period from and including the date hereof to but excluding the date on which the last of such Commitments terminates. Accrued commitment fees shall be payable quarterly in arrears on the last day of March, June, September and December of each year, commencing on the first such date to occur after (1st) day of the first (1st) calendar quarter following the date hereof, of this Agreement and continuing to be due on the date on which all first (1st) day of each calendar quarter thereafter so long as the Revolving Loan Commitments shall have terminated and the Lenders shall have no further Exposures. All commitment fees shall be computed are in effect as well as 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)Credit Expiration Date. For purposes of computing commitment feesthis paragraph (b), Swingline Loans shall not constitute a commitment of a Lender shall be deemed to be used to the extent usage of the outstanding Loans of and outstanding B/As accepted by such Lender. (b) The applicable Canadian Borrowing Subsidiary agrees to pay to the Administrative Agent, for the account of each Canadian Tranche Lender, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal to the (i) the product Revolving Loan Commitment of the Applicable Rate and the face amount of each B/A accepted by such Swingline Lender multiplied by (ii) a fraction the numerator of which is the number of days in the Contract Period applicable to such B/A and the denominator of which is 365or any other Lender. (c) The Company agrees to Borrower also shall pay to the Administrative Agent, Agent (for its own account, fees payable ) in immediately available funds a periodic Agent Fee in the amounts amount and at the times separately previously agreed upon between in writing by the Company Borrower with the Agent (which agreement shall survive the execution and delivery of this Agreement and the Administrative Agentmaking of the Loans). (d) All fees No Facility Fee, Commitment Fee or Agent Fee payable hereunder is, or shall be paid on deemed to be, interest or a charge for the dates dueuse of money, in immediately available funds, to but rather shall constitute an "other charge" within the Administrative Agent specified above for distribution, in the case meaning of commitment fees, to the Lenders. Fees paid shall not be refundable under any circumstancesO.C.G.A. Section 7-4-2(a)(1).

Fees. (a) The Company Borrower shall pay to GE Capital, individually, the fees specified in that certain Fee Letter, dated as of the Closing Date (the "GE Capital Fee Letter"), at the times specified for payment therein. Borrower shall pay to GE Capital, individually, the fees specified in any other fee letter hereafter executed between GE Capital and Borrower, at the respective times specified for payment in each such letter. (b) As additional compensation for Lenders' costs and risks in making the Revolving Credit Loan available to Borrower, Borrower agrees to pay to Agent, for the Administrative ratable benefit of Lenders, in arrears, on the first Business Day of each month prior to the Commitment Termination Date and on the Commitment Termination Date, a fee for Borrower's non-use of available funds (the "Non-use Fee") in an amount equal to three-eighths of one percent (.375%) per annum (calculated on the basis of a three hundred and sixty (360) day year and actual days elapsed) of the difference between the respective daily averages of (i) the Maximum Revolving Credit Loan (as it may be adjusted and in effect from time to time hereunder) and (ii) the amount of the Revolving Credit Loan plus Letter of Credit Obligations outstanding during the period for which the Non-Use Fee is due. Notwithstanding the foregoing, in the event Agent, in US Dollarsits sole discretion, establishes a reserve based upon its determination that an Event of Default or a Material Adverse Effect is likely to occur, then (but only for so long as such reserve is in effect) the Non-Use Fee shall not apply to that amount by which such reserve reduces the Maximum Revolving Credit Loan. (c) If Borrower prepays all or any portion of the Term Loan or the Capital Expenditure Loan, or prepays the Revolving Loan and terminates the Revolving Loan Commitment, whether voluntarily or involuntarily and whether before or after acceleration of the Obligations, Borrower shall pay to Agent, for the account benefit of Lenders as liquidated damages and compensation for the office costs of being prepared to make funds available hereunder an amount equal to (or Affiliatei) of each Lender (except$500,000, in the case of any Defaulting Lender, as provided in Section 2.20) from which such Lender would make Loans to the Company in US Dollars hereunder (which office a prepayment on or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph)January 1, a commitment fee1998, which shall accrue at the Applicable Rate on the daily unused amount of the Commitment of such Lender during the period from and including the date hereof to but excluding the date on which the last of such Commitments terminates. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year, commencing on the first such date to occur after the date hereof, and on the date on which all the Commitments shall have terminated and the Lenders shall have no further Exposures. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a commitment of a Lender shall be deemed to be used to the extent of the outstanding Loans of and outstanding B/As accepted by such Lender. (b) The applicable Canadian Borrowing Subsidiary agrees to pay to the Administrative Agent, for the account of each Canadian Tranche Lender, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal to the (i) the product of the Applicable Rate and the face amount of each B/A accepted by such Lender multiplied by (ii) a fraction the numerator of which is the number of days in the Contract Period applicable to such B/A and the denominator of which is 365. (c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent specified above for distribution$350,000, in the case of commitment feesa prepayment after January 1, 1998 but on or prior to January 1, 1999 and (iii) $250,000, in the case of a prepayment after January 1, 1999 but on or prior to January 1, 2000. Notwithstanding the foregoing, no prepayment fee shall be payable by Borrower upon a mandatory prepayment made pursuant to Section 1.5(d) or (e) or 1.19(c) or (d); provided that Borrower does not permanently reduce the Revolving Loan Commitment upon any such prepayment and, in the case of prepayments made pursuant to Section 1.5(d) or (e), the transaction giving rise to the Lenders. Fees paid shall not be refundable applicable prepayment is expressly permitted under any circumstancesSection 6.

Fees. (a) The Company Borrower hereby agrees to pay to the Administrative each Agent, in US Dollars, for the account of the office (or Affiliate) related Lenders, monthly in arrears, the Unused Commitment Fee from the Collection Account in accordance with Section 2.08. Payments of each Lender (except, in the case of any Defaulting Lender, as provided in Section 2.20) from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate Unused Commitment Fee shall be specified by each Canadian Tranche Lender allocated and Euro Tranche Lender in a notice delivered paid to the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment fee, which shall accrue at the Applicable Rate on the daily unused amount Owners based upon their respective Invested Percentages of the Commitment of such Lender during the period from and including the date hereof to but excluding the date on which the last of such Commitments terminates. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year, commencing on the first such date to occur after the date hereof, and on the date on which all the Commitments shall have terminated and the Lenders shall have no further Exposures. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable Loans Outstanding for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a commitment of a Lender shall be deemed to be used to the extent of the outstanding Loans of and outstanding B/As accepted by such Lenderapplicable Interest Period. (b) The applicable Canadian Borrowing Subsidiary Borrower hereby agrees to pay to the Administrative Agent, for the account of each Canadian Tranche LenderAgents, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal or prior to the (i) the product ClosingSecond Amendment Effective Date, all reasonable out-of-pocket expenses of the Applicable Rate and the face amount of each B/A accepted by such Lender multiplied by (ii) a fraction the numerator of which is the number of days Agents in the Contract Period applicable to such B/A and the denominator of which is 365immediately available funds. (c) The Company agrees In accordance with Section 2.08, (i) the Servicer shall be entitled to pay receive the Servicing Fee, (ii) the Backup Servicer and the Securities Intermediary shall be entitled to receive the Backup Servicing Fee and the Securities Intermediary Fee, respectively, in each case monthly in arrears, (iii) the Third Party Allocation Agent (so long as such Third Party Allocation Agent is Computershare) shall be entitled to receive amounts due and owing to it by the Borrower pursuant to the Administrative Agentterms of the Intercreditor Agreement, for its own account, fees payable in and (iv) the Series 2023-1A SUBI Trustee shall be entitled to receive amounts due and at owing to it by the times separately agreed upon between the Company and the Administrative AgentBorrower. (d) All fees Notwithstanding anything herein to the contrary, to the extent Collections are projected to be sufficient to pay all amounts payable hereunder under Section 2.08(i) to (iv) on the following Payment Date, the Servicer may retain from such Collections an amount up to the Servicing Fee payable on such Payment Date (the “Servicing Fee Advance”) on any Business Day. In connection with retaining any amounts attributable to the Servicing Fee Advance from the Collections in accordance with this clause 2.12(d), the Servicer shall be paid deemed to represent that the remaining Collections are reasonably sufficient to pay all amounts payable under Section 2.08(i) to (iv) on such following Payment Date. For the avoidance of doubt, the Servicing Fee Advance is a part of and not in addition to the Servicing Fee. (e) The Borrower shall pay to ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ LLP on the dates dueClosingSecond Amendment Effective Date, its fees and disbursements in immediately available funds, to the Administrative Agent specified above funds and shall pay all additional reasonable fees and disbursements of such counsel within ten Business Days after receiving an invoice for distribution, in the case of commitment fees, to the Lenders. Fees paid shall not be refundable under any circumstancessuch amounts.

Fees. (a) The Company agrees to pay to the Administrative Agent, in US Dollars, Agent for the account of the office (or Affiliate) of each Revolving Lender (except, in the case of any Defaulting Lender, as provided in Section 2.20) from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment feefee (a "Commitment Fee"), which shall accrue at the Applicable Rate Margin on the daily unused amount of the Revolving Commitment of such Lender Revolving Lender, in each case during the period from and including the date hereof to but excluding the date on which the last of such Commitments terminatesRevolving Commitment expires or is terminated. Accrued commitment fees Commitment Fees shall be payable in arrears on the last day of March, June, September and December of each year, commencing on the first such date to occur after the date hereof, and on the date on which all the Revolving Commitments shall have terminated and the Lenders shall have no further Exposuresexpire or are terminated. All commitment fees Commitment Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment feesfees with respect to Revolving Commitments, a commitment Revolving Commitment of a Revolving Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and outstanding B/As accepted by the Swingline Exposure of such LenderLender shall be disregarded for such purpose). (b) The applicable Canadian Borrowing Subsidiary Company agrees to pay (or to cause the applicable Borrowing Subsidiary to pay) (i) to the Administrative Agent, Agent for the account of each Canadian Tranche Revolving Lender a participation fee (an "Alternate Currency Participation Fee") with respect to its obligation under Section 2.01(c) to acquire participations in Revolving Alternate Currency Loans, which shall accrue at the Applicable Margin used to determine the interest rate applicable to Eurocurrency Revolving Loans on the daily amount of such Revolving Lender's Alternate Currency Exposure (excluding any portion thereof attributable to Revolving Alternate Currency Loans that have been converted to US Dollar obligations and in respect of which such Lender has made, on each or is required to have made, payments to the applicable Fronting Lenders, all as provided in Section 2.01(c)) during the period from and including the date hereof to but excluding the later of the date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal to the (i) the product of the Applicable Rate Lender's Revolving Commitment terminates and the face amount of each B/A accepted by date on which such Lender multiplied by ceases to have any Alternate Currency Exposure, and (ii) to each Fronting Lender a fraction fronting fee (an "Alternate Currency Fronting Fee"), which shall accrue at the numerator rate of .125% per annum on the daily aggregate amount of the US Dollar Equivalents of such Fronting Lender's Revolving Alternate Currency Loans during the period from and including the date hereof to but excluding the later of the date of termination of the Revolving Commitments and the date on which is there cease to be any Revolving Alternate Currency Loans outstanding. Alternate Currency Participation Fees and Alternate Currency Fronting Fees accrued under this paragraph through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date hereof; provided that all such Fees shall be payable on the date on which the Revolving Commitments terminate and any such Fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. All Alternate Currency Participation Fees and Alternate Currency Fronting Fees payable under this paragraph shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days in elapsed (including the Contract Period applicable to such B/A and first day but excluding the denominator of which is 365last day). (c) The Company agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee (an "LC Participation Fee") with respect to its participations in Letters of Credit, which shall accrue at the Applicable Margin used in determining the interest on Eurocurrency Revolving Loans on the daily amount of such Lender's LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date hereof to but excluding the later of the date on which such Lender's Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank, a fronting fee (an "LC Fronting Fee"), which shall accrue at the rate of .125% per annum on the average daily undrawn amount of the outstanding Letters of Credit issued by such Issuing Bank during the period from and including the date hereof to but excluding the later of the date of termination of the Revolving Commitments and the date on which the last of such Letters of Credit expires, terminates or is drawn in full, as well as such Issuing Bank's standard fees ("Issuing Bank Fees") with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. LC Participation Fees and LC Fronting Fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such Fees shall be payable on the date on which the Revolving Commitments terminate and any such Fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All LC Participation Fees and LC Fronting Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (d) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon in writing between the Company and the Administrative Agent. (de) The Company agrees to pay, through the Administrative Agent, upfront fees in the amounts heretofore communicated to the Revolving Lenders by the Company and the Administrative Agent. (f) All fees payable hereunder shall be paid on the dates on which due, in immediately available funds, to the Administrative Agent specified above (or to any Fronting Lender or Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment Commitment Fees, Alternate Currency Participation Fees, LC Participation Fees and up front fees, to the LendersRevolving Lenders entitled thereto. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company agrees to shall pay to counsel to the Administrative Agent, Subscriber its fees of $7,500 for services rendered in US Dollars, for connection with the account initial Closing of the office (or Affiliate) of each Lender (except, in the case of any Defaulting Lender, as provided in Section 2.20) from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate Offering. The fee shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment fee, which shall accrue at the Applicable Rate on the daily unused amount of the Commitment of such Lender during the period from and including the date hereof to but excluding the date on which the last of such Commitments terminates. Accrued commitment fees shall be payable in arrears out of funds held pursuant to an Escrow Agreement to be entered into by the Company, Subscriber and Grushko & ▇▇▇▇▇▇▇, P.C. (the "Escrow Agreement"). The fee will be paid to the attorneys upon the release of Purchase Price net proceeds to or on the last day of March, June, September and December of each year, commencing on the first such date to occur after the date hereof, and on the date on which all the Commitments shall have terminated and the Lenders shall have no further Exposures. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a commitment of a Lender shall be deemed to be used to the extent of the outstanding Loans of and outstanding B/As accepted by such LenderCompany's behalf. (b) The applicable Canadian Borrowing Subsidiary agrees to Company will pay to the Administrative Agentfinders ("Finders") identified on Schedule E hereto a fee in the amount of ten percent (10%) of the Purchase Price ("Finder's Fee"). The Finder's Fee must be paid each Closing Date with respect to the Notes issued on such date. The Finder's Fee will be payable at the election of each Finder in cash or by delivery to such electing Finders of promissory notes ("Finder's Notes"). The Finder's Notes will be identical to the Notes. All the representations, covenants, warranties, undertakings, remedies, liquidated damages, and indemnification, other rights including but not limited to registration rights, and rights in Section 9 hereof, made or granted to or for the account benefit of each Canadian Tranche Lender, on each date on which B/As drawn by such Canadian Borrowing Subsidiary the Subscriber are accepted hereunder, in Canadian Dollars, an acceptance fee equal hereby also made and granted to the (i) the product Finders in respect of the Applicable Rate Finder's Notes. References to Notes in this Agreement (and where appropriate in documents delivered in connection herewith) shall also relate to the face amount of each B/A accepted by such Lender multiplied by (ii) a fraction Finder's Notes. In the numerator of which is event the number of days Subscriber so elects, the Finders Fee may be payable in whole or in part to the Contract Period applicable to such B/A and the denominator of which is 365Subscriber. (c) The Company agrees to pay will issue and deliver, at the Closing, to the Administrative AgentFinders identified on Schedule E, for its own accounta Warrant, fees payable substantially in the amounts and form attached hereto as Exhibit D, to purchase a number of shares of the Company's Class A Common Stock equal to ten percent (10%) of the shares into which the Notes issued pursuant hereto are convertible, at the times separately agreed upon between Maximum Base Price set forth in Section 2.1.2(i) of the Note. The per share "Purchase Price" of Common Stock, as defined in the Warrants, shall be $.25 for 50% of the Warrants and $.30 for the other 50% of the Warrants. In the event there is no Finder in connection with the Subscriber entitled to receive the Warrants, then such Warrants will be issued to such Subscriber. Each Finder entitled to receive Notes or Warrants shall execute and deliver to the Company and the Administrative Agenta Finders Investment Representation Letter, a form of which is annexed hereto as Exhibit F, prior to release of a Finder's Note to each such Finder. (d) All fees payable hereunder shall be paid The Company on the dates dueone hand, and the Subscriber on the other hand, agree to indemnify the other against and hold the other harmless from any and all liabilities to any other persons claiming brokerage commissions or finder's fees except for Finders, on account of services purported to have been rendered on behalf of the indemnifying party in immediately available fundsconnection with this Subscription Agreement or the transactions contemplated hereby and arising out of such party's actions. Except for Finders, the Company represents that there are no other parties entitled to the Administrative Agent specified above for distribution, in the case of commitment receive fees, to commissions or similar payments in connection with the Lenders. Fees paid shall not be refundable under any circumstancesoffering described in this Subscription Agreement.

Fees. (a) The Company BGI agrees to pay to the Administrative Agent, in US Dollars, Agent for the account of each Lender, on the office (or Affiliate) last Business Day of each Lender fiscal quarter (except, in commencing on the case last Business Day of any Defaulting Lender, the first fiscal quarter after the Closing Date) and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided in Section 2.20) from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph)herein, a commitment fee, which shall accrue at the Applicable Rate fee (a “Commitment Fee”) in Dollars on the daily unused amount of the applicable Available Unused Commitment of such Lender during the preceding quarter (or other period from and including commencing with the date hereof to but excluding Closing Date or ending with the date on which the last of the Revolving Facility Commitments of such Commitments terminates. Accrued commitment fees Lender shall be payable in arrears on terminated) at a rate equal to the last day of March, June, September and December of each year, commencing on the first such date to occur after the date hereof, and on the date on which all the Commitments shall have terminated and the Lenders shall have no further ExposuresApplicable Commitment Fee. All commitment fees Commitment Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last) in a year of 360 days. The Commitment Fee due to each Lender shall commence to accrue on the Closing Date and shall cease to accrue on the date on which the last day). For purposes of computing commitment fees, a commitment the Revolving Facility Commitments of a such Lender shall be deemed to be used to the extent of the outstanding Loans of and outstanding B/As accepted by such Lenderterminated as provided herein. (b) The applicable Canadian Borrowing Subsidiary BGI agrees to pay from time to time the fees specified in Section 2.05(j) and Section 2.05(k) with respect to Letters of Credit, in the amounts and at the times specified therein. (c) BGI agrees to pay to the Administrative Agent, for the account of each Canadian Tranche Lenderthe Administrative Agent, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunderthe “administrative agent fee” as set forth in the Fee Letter, in Canadian Dollarsthe amounts and, an acceptance fee equal to at the times specified therein (i) the product of the Applicable Rate and the face amount of each B/A accepted by such Lender multiplied by (ii) a fraction the numerator of which is the number of days in the Contract Period applicable to such B/A and the denominator of which is 365“Administrative Agent Fees”). (cd) The Company If any Repricing Event occurs prior to the date occurring six (6) months after the Closing Date, BGI agrees to pay to the Administrative Agent, for the ratable account of each Term Lender with Initial Term Loans that are subject to such Repricing Event (including any Term Lender which is replaced pursuant to Section 2.19(c) as a result of its own accountrefusal to consent to an amendment giving rise to such Repricing Event), a fee in an amount equal to 1.00% of the aggregate principal amount of the Initial Term Loans subject to such Repricing Event. Such fees shall be earned, due and payable in upon the amounts and at date of the times separately agreed upon between occurrence of the Company and the Administrative Agent. (d) respective Repricing Event. All fees payable hereunder Fees shall be paid on the dates due, in Dollars and immediately available funds, to the Administrative Agent specified above for distribution, in if and as appropriate, among the case of commitment feesLenders, except that Issuing Bank Fees shall be paid directly to the Lendersapplicable Issuing Banks. Once paid, none of the Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Subject to the provisions of Section 2.20, the Borrower agrees to pay to the Administrative Agent, for the account of each Lender (excluding any Defaulting Lenders), an unused commitment fee (the “Unused Commitment Fee”) equal to the Applicable Rate set forth under the heading Unused Commitment Fee Rate multiplied by the daily average of each such Lender’s Unused Commitment. Such Unused Commitment Fee shall be calculated on the basis of a year consisting of 360 days and shall be payable in US Dollarsarrears on the last day of each March, June, September and December and on the Maturity Date for any period then ending for which the Unused Commitment Fee shall not have been previously paid. In the event the Commitments terminate on any date other than the last day of March, June, September or December, the Borrower agrees to pay to the Administrative Agent, for the account of each Lender (excluding any Defaulting Lenders), on the office date of such termination, each such Lender’s Unused Commitment Fee due for the period from the last day of the immediately preceding March, June, September or December, as the case may be, to the date such termination occurs. (or Affiliateb) Subject to the provisions of Section 2.20, the Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender (except, in the case of excluding any Defaulting Lender, as provided Lenders) a participation fee with respect to its participations in Section 2.20) from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment feeLetters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Loans on the average daily unused amount of the Commitment of such Lender Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date hereof Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the last date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee equal to the greater of such (x) $500 or (y) 1/8 of 1% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments terminatesand the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Accrued commitment Participation fees shall be payable in arrears on and fronting fees accrued through and including the last day of March, June, September and December of each yearyear shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date hereof, and Effective Date; provided that all such fees shall be payable on the date on which all the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall have terminated and be payable on demand. Any other fees payable to the Lenders Issuing Bank pursuant to this paragraph shall have no further Exposuresbe payable within 10 days after demand. All commitment participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a commitment of a Lender shall be deemed to be used to the extent of the outstanding Loans of and outstanding B/As accepted by such Lender. (b) The applicable Canadian Borrowing Subsidiary agrees to pay to the Administrative Agent, for the account of each Canadian Tranche Lender, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal to the (i) the product of the Applicable Rate and the face amount of each B/A accepted by such Lender multiplied by (ii) a fraction the numerator of which is the number of days in the Contract Period applicable to such B/A and the denominator of which is 365. (c) The Company Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent specified above (or to the Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment Unused Commitment Fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances, except in the case of any overpayment due to erroneous calculation or invoicing thereof.

Fees. (a) The Company Borrowers shall pay to GE Capital, individually, the Fees specified in that certain fee letter of even date herewith among Borrowers and GE Capital (the "GE CAPITAL FEE LETTER"), at the times specified for payment therein which shall include the annual Administrative Agent's fee, which will be due and payable on the Closing Date and on each anniversary thereof. (b) As additional compensation for the Revolving Lenders, Borrowers agree to pay to Agent, for the ratable benefit of such Lenders, in arrears, on the first Business Day of each month prior to the Commitment Termination Date and on the Commitment Termination Date, a Fee for Borrowers' non-use of available funds in an amount equal to the Applicable Unused Line Fee Margin per annum (calculated on the basis of a 360 day year for actual days elapsed) multiplied by the difference between (x) the Maximum Amount (as it may be reduced from time to time) and (y) the average for the period of the daily closing balances of the aggregate Revolving Loan and the Swing Line Loan outstanding during the period for which such Fee is due. (c) As additional compensation for the Agent, Borrowers agrees to pay to the Administrative AgentL/C Issuer with respect to any Letter of Credit, at the time such Letter of Credit is issued or extended, a fronting fee in US Dollars, for the account an amount equal to one quarter of the office one percent (or Affiliate0.25%) of each Lender (except, in the case of any Defaulting Lender, as provided in Section 2.20) from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment fee, which shall accrue at the Applicable Rate on the daily unused amount of the Commitment of such Lender during the period from and including the date hereof to but excluding the date on which the last of such Commitments terminates. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year, commencing on the first such date to occur after the date hereof, and on the date on which all the Commitments shall have terminated and the Lenders shall have no further Exposures. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a commitment of a Lender shall be deemed to be used to the extent of the outstanding Loans of and outstanding B/As accepted by such Lender. (b) The applicable Canadian Borrowing Subsidiary agrees to pay to the Administrative Agent, for the account of each Canadian Tranche Lender, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal to the (i) the product of the Applicable Rate and the face amount of each B/A accepted by such Lender multiplied by (ii) a fraction the numerator Letter of which is the number of days in the Contract Period applicable to such B/A and the denominator of which is 365. (c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative AgentCredit. (d) All fees payable hereunder Borrowers shall be paid on pay to Agent, for the dates dueratable benefit of Revolving Lenders, the Letter of Credit Fee as provided in immediately available fundsAnnex B. (e) In addition, and in addition to the Administrative costs of Equipment Inventory Appraisals, P&E Appraisals and Inspections, Borrowers agree to pay to Agent, which are due and payable as incurred, all out of pocket costs (including reasonable fees and expenses) paid by Agent specified above for distributionto third party auditors, or a fee of $700 per audit day per in-house auditor, plus out of pocket expenses; PROVIDED, that Borrowers only agree to pay such costs and expenses in relation to (unless an Event of Default has occurred and is continuing) not more than four (4) audits in the case first twelve months following the Closing Date and not more than three (3) audits in any subsequent year (each such audit to be conducted, while no Event of commitment feesDefault is continuing, to the Lenders. Fees paid shall not be refundable under any circumstancesduring an Inspection).

Fees. (a) The Company agrees Borrower hereby unconditionally promises to pay to the Administrative Agent, in US Dollars, Agent for the account of the office Lenders: (i) an Unused Commitment Fee with respect to each Tranche on each Rollover Date until the Commitments of the Lenders shall expire or Affiliate) of each Lender (except, in the case of any Defaulting Lender, be terminated as provided herein; (ii) a Minimum Outstanding Amount Fee on each Rollover Date until the Commitments of the Lenders shall expire or be terminated as provided herein; and (iii) an Early Termination Fee on the Maturity Date; provided, however, that no Early Termination Fee shall be due and payable if the Maturity Date occurs as a result of a termination of the Commitments pursuant to Sections 2.03(c), 2.06(b), 2.08(f) and 2.10(d). (b) The Unused Commitment Fee with respect to each Tranche and Minimum Outstanding Amount Fee shall each accrue daily. On each Rollover Date, accrued but unpaid Fees payable pursuant to Section 2.04(a)(i) and (ii) shall, unless paid in Section 2.20cash by the Borrower and subject to Article IV and the other terms and conditions hereof, (i) from which such Lender would make Loans with respect to the Company in US Dollars hereunder (which office or Affiliate shall Unused Commitment Fee, be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered automatically added to the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment fee, which shall accrue at the Applicable Rate on the daily unused principal amount of the Commitment applicable Loans and (ii) with respect to the Minimum Outstanding Amount Fee, be automatically added to the principal amount of such Lender during the period from Tranche L Loan thereunder and including shall thereafter bear interest in accordance with Section 2.05. Once paid or capitalized pursuant to the date hereof to but excluding preceding sentence, none of the date on which the last of such Commitments terminates. Accrued commitment fees Fees shall be payable in arrears on the last day of March, June, September and December of each year, commencing on the first such date to occur after the date hereof, and on the date on which all the Commitments shall have terminated and the Lenders shall have no further Exposuresrefundable under any circumstances. All commitment fees Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes over a year of computing commitment fees, a commitment of a Lender shall be deemed to be used to the extent of the outstanding Loans of and outstanding B/As accepted by such Lender360 days. (b) The applicable Canadian Borrowing Subsidiary agrees to pay to the Administrative Agent, for the account of each Canadian Tranche Lender, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal to the (i) the product of the Applicable Rate and the face amount of each B/A accepted by such Lender multiplied by (ii) a fraction the numerator of which is the number of days in the Contract Period applicable to such B/A and the denominator of which is 365. (c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent specified above for distribution, in the case of commitment fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company agrees to Borrower shall pay to the Administrative Agent, in US Dollars, Agent for the account of the office (or Affiliate) of each Revolving Facility Lender (exceptother than Defaulting Lenders), in accordance with each such Lender’s Revolving Facility Percentage, a commitment fee (the case “Commitment Fee”) equal to the applicable Commitment Fee Rate multiplied by the actual daily amount by which the Revolving Facility exceeds the sum of any Defaulting Lender(i) the Outstanding Amount of Revolving Facility Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.20) from which such Lender would make 2.17. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans to shall not be counted towards or considered usage of the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to aggregate Revolving Facility Commitments for purposes of determining the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment fee, which Commitment Fee. The Commitment Fee shall accrue at all times from the Applicable Rate on Closing Date through the daily unused amount last day of the Commitment Availability Period, including at any time during which one or more of such Lender during the period from conditions in Article V is not met, and including the date hereof to but excluding the date on which the last of such Commitments terminates. Accrued commitment fees shall be due and payable quarterly in arrears on the last day Business Day of each March, June, September and December of each yearDecember, commencing on with the first such date to occur after the date hereofClosing Date, and on the date on which all last day of the Commitments shall have terminated and the Lenders shall have no further ExposuresAvailability Period. All commitment fees The Commitment Fee shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a commitment of a Lender shall be deemed to be used to the extent of the outstanding Loans of and outstanding B/As accepted by such Lendercalculated quarterly in arrears. (b) The applicable Canadian Borrowing Subsidiary Borrower and the Designated Borrower, as applicable, from time to time agree to pay such Letter of Credit Fees and L/C Issuer Fees as specified in Section 2.05. (c) The Borrower agrees to pay to the Administrative Agent, for the account of each Canadian Tranche Lender, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal to the (i) the product of the Applicable Rate and the face amount of each B/A accepted by such Lender multiplied by (ii) a fraction the numerator of which is the number of days in the Contract Period applicable to such B/A and the denominator of which is 365. (c) The Company agrees to pay to the Administrative Agent, for its own account, the agency fees payable set forth in the amounts Fee Letter, as amended, amended and restated, supplemented or otherwise modified from time to time, at the times separately agreed upon between specified therein (the Company and the “Administrative AgentAgent Fees”). (d) All fees payable hereunder Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent specified above for distribution, in if and as applicable, among the case of commitment feesLenders, except that L/C Issuer Fees shall be paid directly to the Lendersapplicable L/C Issuers. Once paid, none of the Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to Lenders having Revolving Exposure (for purposes of clarity, excluding the Issuing Bank, in its capacity as such): (i) commitment fees accruing at 0.50% per annum on the average of the daily difference between (a) the Revolving Commitments, and (b) the aggregate principal amount of (x) all outstanding Revolving Loans (for the avoidance of doubt, excluding Swing Line Loans) plus (y) the Letter of Credit Usage; and (ii) subject to 2.4(i), letter of credit fees accruing at the Applicable Margin for Revolving Loans that are Eurodollar Rate Loans on the average aggregate daily maximum amount available to be drawn under all such Letters of Credit (regardless of whether any conditions for drawing could then be met and determined as of the close of business on any date of determination). Notwithstanding the foregoing, any commitment fee which accrued with respect to the Revolving Commitment 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 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 Borrower prior to such time; and provided, further, that no such commitment fee shall accrue on the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. All fees referred to in this Section 2.11(a) shall be paid to Administrative Agent at its Principal Office and upon receipt, Administrative Agent shall promptly distribute to each Lender its Pro Rata Share thereof. (b) Borrower agrees to pay directly to Issuing Bank, for its own account, the following fees: (i) a fronting fee accruing at 0.125% per annum on the average aggregate daily maximum amount available to be drawn under all Letters of Credit (determined as of the close of business on any date of determination); and (ii) such documentary and processing charges for any issuance, amendment, transfer or payment of a Letter of Credit as are in accordance with Issuing Bank’s standard schedule for such charges and as in effect at the time of such issuance, amendment, transfer or payment, as the case may be. (c) Borrower agrees to pay on the Third Restatement Date to Administrative Agent, in US Dollars, for the account of the office (or Affiliate) of each Lender (except, in the case of any Defaulting Lenderparty to this Agreement as a Lender on Third Restatement Date, as provided fee compensation for the funding of such Lender’s Tranche B Term Loans, a closing fee in Section 2.20) from which such Lender would make Loans an amount equal to the Company percentage of the stated principal amount of such Lender’s Tranche B Term Loans set forth in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment Schedule 2.11(c) payable to such Lender under this paragraphfrom the proceeds of its Tranche B Term Loan as and when funded on the Third Restatement Date. Such closing fee will be in all respects fully earned, due and payable on the Third Restatement Date and non-refundable and non-creditable thereafter. (d) All fees referred to in Section 2.11(a) and 2.11(b)(i) shall be calculated on the basis of a 360-day year and the actual number of days elapsed and shall be payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year during the Revolving Commitment Period, commencing on March 31, 2012, and on the Revolving Commitment Termination Date. (e) In addition to any of the foregoing fees, Borrower agrees to pay to Agents such other fees in the amounts and at the times separately agreed upon. (f) Borrower agrees to pay on the Series A Tranche B Term Loan Funding Date to Administrative Agent, for the account of each New Term Loan Lender party to the Series A Tranche B Term Loan Joinder Agreement, as fee compensation for the funding of such New Term Loan Lender’s Series A Tranche B Term Loans, a closing fee in an amount equal to 2.50% of the aggregate principal amount of such New Term Loan Lender’s Series A Tranche B Term Loans funded as of the Series A Tranche B Term Loan Funding Date. (g) Borrower agrees to pay on the Series B Tranche B Term Loan Funding Date to Administrative Agent, for the account of each New Term Loan Lender party to the Series B Tranche B Term Loan Joinder Agreement, as fee compensation for the funding of such New Term Loan Lender’s Series B Tranche B Term Loans, a closing fee in an amount equal to 2.00% of the aggregate principal amount of such New Term Loan Lender’s Series B Tranche B Term Loans funded as of the Series B Tranche B Term Loan Funding Date. (h) Borrower agrees to pay on New Revolving Loan Commitment Effective Date to Administrative Agent, for the account of each New Revolving Loan Lender party to the Revolving Loan Commitment Increase Joinder Agreement, as fee compensation for the commitments of such New Revolving Loan Lender’s New Revolving Loan Commitments (as defined in the Revolving Loan Commitment Increase Joinder Agreement), a commitment fee, which shall accrue at closing fee in an amount equal to 1.00% of the Applicable Rate aggregate principal amount of such New Revolving Loan Lender’s New Revolving Loan Commitments as of the New Revolving Loan Commitment Effective Date. (i) Borrower agrees to pay on the daily unused Series C Tranche B Term Loan Funding Date to Administrative Agent, for the account of each New Term Loan Lender party to the Series C Tranche B Term Loan Joinder Agreement, (1) as fee compensation for the funding of such New Term Loan Lender’s Series C Tranche B Term Loans, a closing fee in an amount equal to 0.50% of the aggregate principal amount of such New Term Loan Lender’s Series C Tranche B Term Loans funded as of the Commitment Series C Tranche B Term Loan Funding Date, and (2) a nonrefundable ticking fee on the amount of such Lender during New Term Loan Lender’s respective New Term Loan Commitment (as in effect on such date), for the period from and including the date hereof October 4, 2012 to but excluding the date on which the last of such Commitments terminates. Accrued commitment fees shall be payable in arrears on the last day of MarchSeries C Tranche B Term Loan Funding Date, Juneat a rate per annum, September and December of each year, commencing on the first such date to occur after the date hereof, and on the date on which all the Commitments shall have terminated and the Lenders shall have no further Exposures. All commitment fees shall be computed calculated on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including expired during the first day but excluding the last day). For purposes of computing commitment feesapplicable period, a commitment of a Lender shall be deemed equal to be used to the extent of the outstanding Loans of and outstanding B/As accepted by such Lender3.25%. (bj) The applicable Canadian Borrowing Subsidiary Borrower agrees to pay on the Amendment No. 3 Effective Date to the Administrative Agent, for the account of each Canadian Tranche Lender, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal to the (i) each New Term Loan Lender (as defined in Amendment No. 3) party to Amendment No. 3, as fee compensation for the product funding of such New Term Loan Lender’s Series A-1 Tranche A Term Loans, a closing fee in an amount equal to 0.10% of the Applicable Rate and the face aggregate principal amount of each B/such New Term Loan Lender’s Series A-1 Tranche A accepted by such Lender multiplied by Term Loans funded on the Amendment No. 3 Effective Date, and (ii) each New Revolving Loan Lender (as defined in Amendment No. 3) party to Amendment No. 3, as fee compensation for the establishment of the New Revolving Loan Commitments (as defined in Amendment No. 3) of such New Revolving Loan Lender, a fraction closing fee in an amount equal to 0.10% of the numerator aggregate principal amount of which is the number New Revolving Commitments of days such New Revolving Loan Lender established as of the Amendment No. 3 Effective Date; provided that, notwithstanding the foregoing, (x) the closing fee payable to any New Term Loan Lender in respect of Exchanged Series A-1 Tranche A Term Loans (as defined in Amendment No. 3) shall be 0.10% of the Contract Period applicable aggregate principal amount of such Exchanged Series A-1 Tranche A Term Loans, and (y) with respect to any New Revolving Loan Lender that had outstanding Revolving Commitments immediately prior to the Amendment No. 3 Effective Date, the closing fee payable to such B/A and New Revolving Loan Lender in respect of the denominator aggregate principal amount of which is 365. (c) The Company agrees its New Revolving Loan Commitments that are equal to pay or less than the aggregate principal amount of its Revolving Commitments that were outstanding immediately prior to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. (d) All fees payable hereunder Amendment No. 3 Effective Date shall be paid on 0.10% of the dates due, in immediately available funds, to aggregate principal amount of its New Revolving Loan Commitments established as of the Administrative Agent specified above for distribution, in the case of commitment fees, to the LendersAmendment No. Fees paid shall not be refundable under any circumstances.3

Fees. (a) The Company agrees to Borrower shall pay to each of GE Capital, FRFI and BofA, individually, the Administrative Agent, in US Dollars, for the account of the office (or Affiliate) of each Lender (except, Fees specified in the case of any Defaulting Lender, as provided in Section 2.20) from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment fee, which shall accrue Fee Letter at the Applicable Rate on the daily unused amount of the Commitment of such Lender during the period from and including the date hereof to but excluding the date on which the last of such Commitments terminates. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year, commencing on the first such date to occur after the date hereof, and on the date on which all the Commitments shall have terminated and the Lenders shall have no further Exposures. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable times specified for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a commitment of a Lender shall be deemed to be used to the extent of the outstanding Loans of and outstanding B/As accepted by such Lenderpayment therein. (b) The applicable Canadian Borrowing Subsidiary agrees to As additional compensation for the Revolving Lenders, Borrower shall pay to the Administrative Agent, for the account ratable benefit of such Revolving Lenders, in arrears, on the first Business Day of each Canadian Tranche Lendermonth prior to the Commitment Termination Date, as required pursuant to Section 1.3(a) and on the Commitment Termination Date, a Fee for Borrower's non-use of available funds in an amount equal to the Applicable Unused Line Fee Percentage per annum multiplied by the difference between (x) the Revolving Maximum Amount (as it may be reduced from time to time) and (y) the average for the period of the daily closing balances of the Revolving Loan and the Swing Line Loan outstanding during the period for which such Fee is due (such fee, the "Unused Line Fee"). During the period from the Second Amendment Effective Date through the Fiscal Quarter ending on or about July 31, 2004, the Applicable Unused Line Fee Percentage shall be based on Level I (regardless of EBITDA during such period). Thereafter, the Applicable Unused Line Fee Percentage may be adjusted (up or down) by reference to each of the following grids: LEVEL OF APPLICABLE UNUSED LINE FEE IF LTM EBITDA IS: PERCENTAGE: ------------------ -------------------------- or= $500,000,000 Level II APPLICABLE UNUSED LINE FEE PERCENTAGE Level I 0.50% Level II 0.375% Any such adjustments in the Applicable Unused Line Fee Percentage shall be implemented quarterly on a prospective basis on the fifth (5th) day following the delivery of Financial Statements in accordance with paragraphs (b) or (d), as applicable, of Annex E evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, Borrower shall deliver to Administrative Agent and Lenders an LTM EBITDA Certificate, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Unused Line Fee Percentage. Failure to timely deliver such Financial Statements shall, in addition to any other remedy provided for in this Agreement, result in an increase in the Applicable Unused Line Fee Percentage to the highest level set forth in the foregoing grid, until the fifth (5th) day following the delivery of those Financial Statements demonstrating that such an increase is not required. If an Event of Default has occurred and is continuing at the time any reduction in the Applicable Unused Line Fee Percentage is to be implemented, that reduction shall be deferred until the third (3rd) Business Day following the date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunderEvent of Default is waived or ceases to continue, in Canadian Dollars, an acceptance fee equal to as the (i) the product of the Applicable Rate and the face amount of each B/A accepted by such Lender multiplied by (ii) a fraction the numerator of which is the number of days in the Contract Period applicable to such B/A and the denominator of which is 365case may be. (c) The Company agrees to Borrower shall pay to the Administrative Agent, for its own accountthe ratable benefit of Lenders, fees payable the Letter of Credit Fee as provided in the amounts and at the times separately agreed upon between the Company and the Administrative Agent.Annex B. (d) All fees payable hereunder shall be paid on Upon any voluntary reduction or termination, as the dates duecase may be, in immediately available fundsthe Revolving Loan Commitments pursuant to Section 1.3 after the Second Amendment Effective Date, Borrower shall pay to Administrative Agent, for the ratable benefit of the Revolving Lenders, a prepayment penalty in the amount equal to 1.00% of the amount so reduced or terminated, as the case may be, to the Administrative Agent specified above for distributionextent it reduces the total Revolving Loan Commitments to less than $1,000,000,000 and such reduction or termination, in as the case of commitment feesmay be, occurs after July 1, 2004 and on or prior to the Lenders. Fees paid shall not be refundable under any circumstancesDecember 31, 2004.

Fees. The Fees to be paid by Customer to Provider for the performance of the System Services are set forth in this Section 7.1. (a) The Company agrees Subject to the provisions of Section 6.2 (but only with respect to periods prior to January 1, 2017 and with respect to the Secondary Term thereafter), each Month, beginning in Year 2019, Customer shall pay to Provider a fee in accordance with the Administrative Agentterms of this Agreement for the Processing Services provided by the Provider Group with respect to Customer Gas and CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED BY MEANS OF MARKING SUCH PORTIONS WITH BRACKETS (“[***]”) BECAUSE THE IDENTIFIED CONFIDENTIAL PORTIONS (I) ARE NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Customer Injected NGLs received by the Provider Group from Customer or for Customer's account during such Month, that is determined as follows: (i) the aggregate volume of Customer Gas and Customer Injected NGLs received by the Provider Group from Customer or for Customer's account at the Receipt Points during such Month, stated in Mcfs or MCFEs, as applicable, multiplied by (ii) the Combined Processing Fee. Notwithstanding anything herein to the contrary, no Mcf of Gas or MCFE of Injected NGLs shall be charged more than one fee pursuant to this Section 7.1(a), regardless if such Mcf or MCFE passed through a Receipt Point on more than one Plant System through the provision of the System Services hereunder. (b) Each Month, beginning in Year 2019, Customer shall pay to Provider a fee in accordance with the terms of this Agreement for the Gas Lift Services provided by the Provider Group with respect to Customer Gas received by the Provider Group from Customer or for Customer's account during such Month that is determined as follows: (i) the aggregate volume of Customer Gas utilizing the Gas Lift Services, stated in Mcfs, multiplied by (ii) the Gas Lift Fee. (c) Each Month, beginning in Year 2019, Customer shall pay to Provider fees in accordance with the terms of this Agreement for the Loading Services provided by the Provider Group with respect to Customer NGLs during such Month that is determined as follows: (i) with respect to Customer NGLs utilizing the Loading Services at the Truck Delivery Points: (A) the aggregate volume of Customer NGLs utilizing the Loading Services at the Truck Delivery Points during such Month, stated in Barrels, multiplied by (B) the Truck Loading Fee; and (ii) with respect to Customer NGLs utilizing the Loading Services at the Rail Car Loading Points: (A) the aggregate volume of Customer NGLs utilizing the Loading Services at the Rail Car Loading Points during such Month, stated in Barrels, multiplied by (B) the Rail Loading Fee. (d) Each Month, beginning in Year 2019, Customer shall pay to Provider a fee in accordance with the terms of this Agreement for the Transportation Services provided by the Provider Group with respect to Customer Gas received by the Provider Group from Customer or for Customer's account during such Month that is determined as follows: (i) an amount equal to (A) the aggregate volume of Customer Gas delivered to the HNDP Fee Points during such Month, stated in Mcfs, less (B) the aggregate volume of Customer Gas utilizing the Gas Lift Services during such Month, stated in Mcfs, multiplied by (ii) the HNDP Fee. (e) For any Quarter, beginning in Year 2019, should Customer fail to Tender an aggregate volume of Customer Gas and Customer Injected NGLs to the Provider Group at the Receipt Points equal to the MVC for such Quarter, then Customer shall pay to Provider the following fees in accordance with the terms of this Agreement as a result of such shortfall (such fee, a "Shortfall Fee"): (i) (A) the then-applicable MVC, minus (B) the aggregate volumes, stated CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED BY MEANS OF MARKING SUCH PORTIONS WITH BRACKETS (“[***]”) BECAUSE THE IDENTIFIED CONFIDENTIAL PORTIONS (I) ARE NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. in Mcfs or MCFEs, as applicable, of Customer Gas and Customer Injected NGLs actually delivered into the ▇▇▇▇▇▇ System at the Receipt Points by Customer or for Customer's account during such Quarter, minus (C) the aggregate volumes, stated in Mcfs or MCFEs, as applicable, of Dedicated Production and Customer Injected NGLs Tendered for delivery by Customer or on Customer's account into the ▇▇▇▇▇▇ System at the Receipt Points during such Quarter but not received into the ▇▇▇▇▇▇ System by the Provider Group due to reasons of Force Majeure or curtailment, minus (D) the aggregate volumes, stated in Mcfs, of Dedicated Producer Gas not Tendered for delivery by Customer or on Customer's account into the ▇▇▇▇▇▇ System at the Receipt Points during such Quarter due to reasons of a Force Majeure event affecting Customer that Provider has accepted as a Force Majeure event hereunder, multiplied by (ii) the Combined Processing Fee. (f) Beginning in Year 2019, if the aggregate Tariff Volume Estimate contained in any Updated Development Plan is at least 15% greater than the aggregate Tariff Volume Estimate contained in the most recent, previously agreed-upon Development Plan, then the then-current Return on Capital shall be permanently increased by two percent (2%) for each 15% increase represented by such aggregate increased Tariff Volume Estimate. (g) (x) at any time on or prior to January 15th of each Year, either Party may make an election to have the then-currently agreed Fees recalculated with respect to such Year (a "Recalculation Election"); provided, that, prior to the date such Recalculation Election is made, the Parties shall have agreed upon an Updated Development Plan for such Year or the Parties shall have been unable to agree upon an Updated Development Plan for such Year, and (y) Customer shall have the right, in US Dollarsaccordance with Section 4.4(a)(i), for to make a temporary Recalculation Election with respect to the account remainder of the office current Year. Upon a Recalculation Election being made pursuant to this Section 7.1(g), the Fees will be recalculated based upon such then-currently agreed Development Plan. Any such recalculation shall be based on the model attached hereto as Exhibit G-2, which takes into account: (or Affiliatei) of (A) the aggregate Tariff Volumes contained in a Tariff Volume Estimate that have actually been delivered by Customer into the Receipt Points, in each Lender case, prior to such Year during the Term, and (exceptB) with respect to Recalculation Elections related to the Fees for Year 2019 and thereafter, the aggregate Third Party Volumes contained in a Third Party Volume Estimate that have actually been delivered by Customer into the Receipt Points, in each case, prior to such Year during the Term; provided, however, that such Tariff Volumes and Third Party Volumes, in the case aggregate, shall not, for purposes of the recalculation (1) exceed the applicable Dedicated Production Estimates for such Years as contained in the applicable Development Plans or (2) be deemed to be lower than the applicable MVC for such Years as contained in the applicable Development Plans; (ii) any Defaulting LenderCommitted Build-Out Costs actually incurred by Provider prior to such Year during the Term, regardless whether or not such amounts are less than, equal to or greater than the applicable Committed Build-Out Estimates for such Years; CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED BY MEANS OF MARKING SUCH PORTIONS WITH BRACKETS (“[***]”) BECAUSE THE IDENTIFIED CONFIDENTIAL PORTIONS (I) ARE NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. (iii) the Committed Build-Out Estimates contained in the then-current System Budget for the current and future Years; (iv) the Maintenance Capital Estimates (A) for the previous Years of the Term as contained in the System Budgets applicable to such Years, and (B) contained in the then-current System Budget for the current and future Years; (v) the Operating Expense Estimates (A) for the previous Years of the Term as contained in the System Budgets applicable to such Years, and (B) contained in the then-current System Budget for the current and future Years; (vi) the Historical Capital Expenditures; (vii) the Dedicated Production Estimates; (viii) the then-current Return on Capital; (ix) subject to the terms of Exhibit G-2, all (or, as provided applicable, only the applicable portion thereof that is necessary in Section 2.20order for Provider to provide the System Services contemplated by the applicable Development Plan and System Plan, as such portion is agreed by Provider and Customer at the time of the applicable System Acquisition) from which System Acquisition Costs actually incurred by Provider or its Affiliates prior to such Lender would make Loans Year during the Term, regardless whether or not such amounts are less than, equal to or greater than the applicable System Acquisition Costs Estimates for such Years; (x) subject to the Company terms of Exhibit G-2, all (or, as applicable, only the applicable portion thereof that is necessary in US Dollars hereunder (which office or Affiliate shall be specified order for Provider to provide the System Services contemplated by each Canadian Tranche Lender the applicable Development Plan and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to System Plan, as such Lender under this paragraph), a commitment fee, which shall accrue portion is agreed by Provider and Customer at the Applicable Rate on the daily unused amount time of the Commitment of such Lender during applicable System Acquisition) System Acquisition Costs Estimates contained in the period from and including the date hereof to but excluding the date on which the last of such Commitments terminates. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year, commencing on the first such date to occur after the date hereof, and on the date on which all the Commitments shall have terminated and the Lenders shall have no further Exposures. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable then-current System Budget for the actual number current and future Years; and (xi) the percentage change, from the preceding Year, in the Consumer Price Index as published by the Department of days elapsed Labor, in the subsection titled "Consumer Price Index for All Urban Consumers" (including such index, the first day but excluding the last day"CPI"). For purposes of computing commitment fees, a commitment of a Lender shall be deemed to be used any Recalculation Election and notwithstanding anything in the foregoing to the extent contrary, (A) no increase or decrease to any Fee resulting solely from a CPI adjustment shall exceed 3.0% for any given Year, and (B) no Fee shall ever be decreased as a result of any applicable CPI percentage change below the outstanding Loans original amount of and outstanding B/As accepted by such LenderFee as set forth in Exhibit G-1 to the Original Agreement for Year 2014. (bh) The applicable Canadian Borrowing Subsidiary agrees Except as set forth in Section 4.4(a)(i), any Fees recalculated under Section 7.1(g) shall apply as of January 1st of the Year to pay which the relevant Updated Development Plan leading to the Administrative Agentsuch Recalculation Election first applies, and shall remain in effect for the account remainder of each Canadian Tranche Lender, on each date on which B/As drawn by the Term until such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal Fees may subsequently be re-calculated pursuant to the Section 7.1(g). CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED BY MEANS OF MARKING SUCH PORTIONS WITH BRACKETS (“[***]”) BECAUSE THE IDENTIFIED CONFIDENTIAL PORTIONS (I) ARE NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. (i) the product of the Applicable Rate and the face amount of each B/A accepted by such Lender multiplied by Following any (i) Recalculation Election made pursuant to Section 7.1(g), (ii) a fraction determination of any Fee pursuant to Section 7.1(j) (once such Section of this Agreement becomes applicable hereunder), or (iii) other agreement by the numerator of which is Parties upon any changes to any Fee hereunder, whether such changes are agreed pursuant to an agreed Updated Development Plan and related updated System Plan or otherwise, in each case, the number of days in the Contract Period applicable Parties shall update Exhibit G-1 to reflect such B/A and the denominator of which is 365updated Fee amount(s). (cj) The Company agrees to pay Notwithstanding anything in this Agreement to the Administrative Agentcontrary, effective as of the first Year of the Secondary Term: (i) each of the Tariff Processing Fee, Rail Loading Fee, Truck Loading Fee, Gas Lift Fee and HNDP Fee hereunder shall be recalculated for its own accounteach Year, fees payable effective as of January 1 of each Year, in accordance with the amounts provisions of Exhibit G-4 attached hereto; and (ii) the provisions of Section 5.2(b)(v)(C), Section 7.1(f), Section 7.1(g) and at the times separately agreed upon between the Company Section 7.1(h) shall no longer be applicable hereunder and the Administrative Agentsuch Sections shall be disregarded for all purposes of this Agreement. (dk) All fees payable hereunder shall be paid on Notwithstanding anything herein to the dates duecontrary, with respect to all periods prior to January 1, 2017, the definition of "Fee" and its constituent sub-definitions contained in the Original Agreement and the Fee mechanisms set forth in Section 7.1(a) through 7.1(j) of the Original Agreement shall, in immediately available fundseach case, remain applicable hereunder with respect to the Administrative Agent specified above for distributionSystem Services provided prior to January 1, 2017. (l) Notwithstanding anything herein to the contrary, with respect to all periods after January 1, 2017 and prior to January 1, 2019, the definition of "Fee" and its constituent sub-definitions contained in the A&R Agreement and the Fee mechanisms set forth in Section 7.1(a) through 7.1(j) of the A&R Agreement shall, in the case of commitment feeseach case, remain applicable hereunder with respect to the Lenders. Fees paid shall not be refundable under any circumstancesSystem Services provided during such period.

Fees. (a) The Company Accruing at all times from the Closing Date until the 5-Year Revolver Expiration Date (and without regard to whether the conditions to making 5-Year Revolving Credit Loans are then met), the Borrower agrees to pay to the Administrative Agent, in US Dollars, Agent for the account of each 5-Year Revolver Lender according to its 5-Year Revolver Ratable Share, a nonrefundable commitment fee (the office (or Affiliate“5-Year Revolver Commitment Fee”) of each Lender (except, in the case of any Defaulting Lender, as provided in Section 2.20) from which such Lender would make Loans equal to the Company in US Dollars hereunder Applicable Margin for the 5-Year Revolver Commitment Fee (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment fee, which shall accrue at the Applicable Rate on the daily unused amount of the Commitment of such Lender during the period from and including the date hereof to but excluding the date on which the last of such Commitments terminates. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year, commencing on the first such date to occur after the date hereof, and on the date on which all the Commitments shall have terminated and the Lenders shall have no further Exposures. All commitment fees shall be computed on the basis of a year of 360 365 or 366 days, as the case may be, and actual days elapsed) multiplied by the actual daily difference between the amount of (i) the 5-Year Revolving Credit Commitments minus (ii) the 5-Year Revolving Facility Usage (provided however, that solely in connection with determining the share of each 5-Year Revolver Lender in the 5-Year Revolver Commitment Fee, the 5-Year Revolving Facility Usage with respect to the portion of the 5-Year Revolver Commitment Fee allocated to PNC shall include the full amount of the outstanding Swing Loans, and with respect to the portion of the 5-Year Revolver Commitment Fee allocated by the Administrative Agent to all of the 5-Year Revolver Lenders other than PNC, such portion of the 5-Year Revolver Commitment Fee shall be calculated (according to each such Lender's 5-Year Revolver Ratable Share) as if the 5-Year Revolving Facility Usage excludes the outstanding Swing Loans); provided that no Defaulting Lender with respect to the 5-Year Revolver shall be entitled to receive any 5-Year Revolver Commitment Fee for any period during which that Lender is a Defaulting Lender with respect to the 5-Year Revolver (and the Borrower shall not be required to pay any such 5-Year Revolver Commitment Fee that otherwise would have been required to have been paid to that Defaulting Lender). Subject to the proviso in the directly preceding sentence, all 5-Year Revolver Commitment Fees shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a commitment of a Lender shall be deemed to be used to the extent of the outstanding Loans of and outstanding B/As accepted by such Lenderin arrears on each Payment Date. (b) The applicable Canadian Borrowing Subsidiary Accruing at all times from the Closing Date until 364-Day Revolver Expiration Date (and without regard to whether the conditions to making 364-Day Revolving Credit Loans are then met), the Borrower agrees to pay to the Administrative Agent, Agent for the account of each Canadian Tranche Lender364-Day Revolver Lender according to its 364-Day Revolver Ratable Share, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance a nonrefundable commitment fee (the “364-Day Revolver Commitment Fee”) equal to the Applicable Margin for the 364-Day Revolver Commitment Fee (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) multiplied by the actual daily difference between the amount of (i) the product of the Applicable Rate and the face amount of each B/A accepted by such Lender multiplied by 364-Day Revolving Credit Commitments minus (ii) the 364-Day Revolving Facility Usage; provided that no Defaulting Lender with respect to the 364- Day Revolver shall be entitled to receive any 364-Day Revolver Commitment Fee for any period during which that Lender is a fraction Defaulting Lender with respect to the numerator of which is 364-Day Revolver (and the number of days Borrower shall not be required to pay any such 364-Day Revolver Commitment Fee that otherwise would have been required to have been paid to that Defaulting Lender). Subject to the proviso in the Contract Period applicable to such B/A and the denominator of which is 365directly preceding sentence, all 364-Day Revolver Commitment Fees shall be payable in arrears on each Payment Date. (c) The Company agrees to Borrower shall pay to the Administrative Agent a nonrefundable fee (the “Administrative Agent’s Fee”) under the terms of a letter (the “Administrative Agent’s Letter”) between the Borrower, PNC Capital Markets LLC and Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agentas amended from time to time. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent specified above for distribution, in the case of commitment fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent, in US Dollars, Agent a Facility Fee ("FACILITY FEE") for the account of the office (each Non-Defaulting Lender which has a General Revolving Commitment or Affiliate) of each Lender (exceptSwing Line Revolving Commitment, in as the case of any Defaulting Lendermay be, as provided in Section 2.20) from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment fee, which shall accrue at the Applicable Rate on the daily unused amount of the Commitment of such Lender during for the period from and including the date hereof Effective Date to but excluding not including the date the Total General Revolving Commitment or the Total Swing Line Revolving Commitment, as the case may be, has been terminated, on which the last average daily amount of such Commitments terminates. Accrued commitment fees shall be the Total General Revolving Commitment and/or Total Swing Line Revolving Commitment, as the case may be, in each case whether used or unused, at the Applicable Facility Fee Rate, payable quarterly in arrears on the last day of March, June, September and December first Business Day of each yearApril, July, October and January, commencing on the first Business Day of July 1997. As used herein, the term "APPLICABLE FACILITY FEE RATE" means 30.00 basis points per annum; PROVIDED, that subsequent to the fiscal quarter of the Borrower ended nearest to June 30, 1997, the Applicable Facility Fee Rate for each Facility will change to the rate per annum indicated in the Pricing Grid Table which appears in section 2.8(g), based on the ratio referred to in such date Table. Changes in the Applicable Facility Fee Rate based upon changes in such ratio shall become effective on the first day of the month following the receipt by the Administrative Agent pursuant to occur after section 8.1(a) or (b) of the financial statements of the Borrower, accompanied by the certificate referred to in section 8.1(d), demonstrating the computation of such ratio, based upon the ratio in effect at the end of the applicable period covered (in whole or in part) by such financial statements; PROVIDED that if any financial statements referred to in section 8.1(a) or (b), or the related certificate referred to in section 8.1(d), are not timely delivered, the Administrative Agent may determine the Applicable Facility Fee Rate based upon a good faith estimate by the Borrower of such ratio as in effect at the end of the applicable period to be covered (in whole or in part) by such financial statements, PROVIDED, FURTHER, that if upon delivery of such delinquent financial statements and related certificate, such financial statements indicate that such good faith estimate was incorrect and, as a result thereof, the Applicable Facility Fee Rate was too low at such determination, the Applicable Facility Fee Rate shall be increased, as appropriate, with retroactive effect to the date hereof, and on of the date on which all the Commitments shall have terminated and the Lenders shall have no further Exposures. All commitment fees shall be computed change made on the basis of a year of 360 days such determination, and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a commitment of a Lender shall be deemed to be used to the extent of the outstanding Loans of and outstanding B/As accepted by such Lender. (b) The applicable Canadian Borrowing Subsidiary agrees to Borrower will immediately pay to the Administrative Agent, Agent for the account of each Canadian Tranche Lender, on each date on which B/As drawn the Lenders all additional Facility Fee due by reason of such Canadian Borrowing Subsidiary are accepted hereunder, increased Applicable Facility Fee Rate. Any changes in Canadian Dollars, an acceptance fee equal to the (i) the product of the Applicable Facility Fee Rate and the face amount of each B/A accepted shall be determined by such Lender multiplied by (ii) a fraction the numerator of which is the number of days in the Contract Period applicable to such B/A and the denominator of which is 365. (c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company Agent and the Administrative Agent. (d) All fees payable hereunder shall be paid on Agent will promptly provide notice of such determinations to the dates due, in immediately available funds, to Borrower and the Lenders. Any such determination by the Administrative Agent specified above for distribution, in the case of commitment fees, pursuant to the Lenders. Fees paid this section 4.1(a) shall not be refundable under any circumstancesconclusive and binding absent manifest error.

Fees. (a) The Company As consideration for the amendments herein contained, each Borrower, on behalf of each of its Amendment Funds, hereby agrees to pay to the Administrative Agent, in US Dollars, for the account of the office (or Affiliate) of each Lender (except, in the case of any Defaulting Lender, as provided in Section 2.20) from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment fee, which shall accrue at the Applicable Rate Bank on the daily unused amount of the Commitment of such Lender during the period from and including the date hereof to but excluding its applicable share of an upfront fee in the amount of $125,000. 4. Miscellaneous (a) Other than as amended herein, all terms and conditions of the Amended Loan Agreement and each of the other Loan Documents are ratified and affirmed as of the date hereof in order to give effect to the terms hereof and thereof. This Letter Amendment shall constitute a Loan Document for all purposes of the Amended Loan Agreement. (b) Each Borrower severally (and not jointly), for itself and severally (and not jointly) on which the last of such Commitments terminates. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December behalf of each yearof its respective Amendment Funds, commencing on the first such date but not as to occur after the date hereof, and on the date on which all the Commitments shall have terminated and the Lenders shall have no further Exposures. All commitment fees shall be computed on the basis any other Borrower or (c) Upon receipt of a year fully executed copy of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment feesthis Letter Amendment, a commitment of a Lender this Letter Amendment shall be deemed to be used an instrument under seal and an amendment to the extent Loan Documents to be governed by the laws of the outstanding Loans Commonwealth of and outstanding B/As accepted by such Lender. (b) The applicable Canadian Borrowing Subsidiary agrees Massachusetts, without regard to pay to conflict of laws principles that would require the Administrative Agent, for the account of each Canadian Tranche Lender, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal to the (i) the product application of the Applicable Rate and the face amount laws of each B/A accepted by such Lender multiplied by (ii) a fraction the numerator of which is the number of days in the Contract Period applicable to such B/A and the denominator of which is 365. (c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agentanother jurisdiction. (d) All fees payable hereunder This Letter Amendment may be executed in counterparts each of which shall be paid on deemed to be an original document. (e) Delivery of an executed counterpart of a signature page of this Letter Amendment by telecopy, emailed pdf. or any other electronic means that reproduces an image of the dates dueactual executed signature page shall be effective as delivery of a manually executed counterpart of this Letter Amendment. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to any document to be signed in connection with this Letter Amendment and the transactions contemplated hereby shall be deemed to include electronic signatures, deliveries or the keeping of records in immediately available fundselectronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the Administrative Agent specified above extent and as provided for distributionin any applicable law, including the Federal Electronic Signatures in the case of commitment feesGlobal and National Commerce Act, or any other Signature page to Twenty-Second Amendment to the LendersCredit Suisse Family of Funds Committed Line of Credit If the foregoing is acceptable to you, please have an authorized officer of each Borrower execute this Letter Amendment below where indicated and return the same to the undersigned. Fees paid shall not be refundable under any circumstances.Very truly yours, STATE STREET BANK AND TRUST COMPANY By: ________________________________ Name: ______________________________ Title: _______________________________ Acknowledged and Accepted: CREDIT SUISSE COMMODITY STRATEGY FUNDS, for itself and on behalf of each of its Affected Funds By: __________________________ Name: _______________________ Title: CREDIT SUISSE OPPORTUNITY FUNDS, for itself and on behalf of each of its Affected Funds By: __________________________ Name: _______________________ Title: CREDIT SUISSE TRUST, for itself and on behalf of each of its Affected Funds By: __________________________ Name: _______________________ Title: _________________________ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Vice President Signature page to Twenty-Second Amendment to the Credit Suisse Family of Funds Committed Line of Credit If the foregoing is acceptable to you, please have an authorized officer of each Borrower execute this Letter Amendment below where indicated and return the same to the undersigned. Very truly yours, STATE STREET BANK AND TRUST COMPANY By: ________________________________ Name: ______________________________ Title: _______________________________ Acknowledged and Accepted: CREDIT SUISSE COMMODITY STRATEGY FUNDS, for itself and on behalf of each of its Affected Funds By: __________________________ Name: _______________________ Title: CREDIT SUISSE OPPORTUNITY FUNDS, for itself and on behalf of each of its Affected Funds By: __________________________ Name: _______________________ Title: CREDIT SUISSE TRUST, for itself and on behalf of each of its Affected Funds By: __________________________ Name: _______________________ Title: _________________________ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ Treasurer ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ Treasurer ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ Treasurer USA\1043487.000129\616427384.4 Annex A [See attached]

Fees. (a) The Company agrees to Borrower shall pay to the Administrative Agent, Agents such fees as shall have been separately agreed upon in US Dollars, for the account of the office (or Affiliate) of each Lender (except, writing in the case of any Defaulting Lender, as provided in Section 2.20) from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender amounts and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment fee, which shall accrue at the Applicable Rate on the daily unused amount of the Commitment of such Lender during the period from and including the date hereof to but excluding the date on which the last of such Commitments terminatestimes so specified. Accrued commitment Such fees shall be payable in arrears on fully earned when paid and shall not be refundable for any reason whatsoever (except as expressly agreed between the last day of March, June, September and December of each year, commencing on the first such date to occur after the date hereof, and on the date on which all the Commitments shall have terminated Borrower and the Lenders shall have no further Exposures. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last dayapplicable Agent). For purposes of computing commitment fees, a commitment of a Lender shall be deemed to be used to the extent of the outstanding Loans of and outstanding B/As accepted by such Lender. (b) The applicable Canadian Borrowing Subsidiary At the time of (i) any prepayment of Term Loans pursuant to Section 2.05(a) (other than in connection with a Change of Control, a Transformative Transaction or with proceeds from any Disposition), (ii) any prepayment of Term Loans pursuant to Section 2.05(b)(iii) or (iii) acceleration of any Term Loans (whether by operation of law or otherwise and other than in connection with a Change of Control or a Transformative Transaction) (clauses (i) through (iii), each a “Repayment Event”), in each case, that is consummated during the period commencing on the Closing Date through and including the day immediately prior to the date that is thirty-six months after the Closing Date, the Borrower agrees to pay to the Administrative Agent, for the ratable account of each Canadian Tranche LenderLender holding Term Loans that are repaid pursuant to such Repayment Event, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, a fee (the “Repayment Premium”) in Canadian Dollars, an acceptance fee amount equal to (A) if such Repayment Event occurs on and after the Closing Date but prior to the date that is twelve (12) months after the Closing Date, the Make-Whole Premium with respect to all the Term Loans repaid in connection with such Repayment Event, (B) if such Repayment Event occurs on and after the date that is twelve (12) months Closing Date but prior to the date that is twenty-four (24) months after the Closing date, 2.00% of the aggregate principal amount of all the Term Loans repaid in connection with such Repayment Event, and (C) if such Repayment Event occurs on and after the date that is twenty-four (24) months after the Closing Date but prior to the date that is thirty-six (36) months after the Closing Date, 1.00% of the aggregate principal amount of all the Term Loans repaid in connection with such Repayment Event; provided, after the date that is thirty-six (36) months after the Closing Date, there shall be no Repayment Premium. Such Repayment Premium shall be earned, due and payable upon the effectiveness of, and on the date of, such Repayment Event. For the avoidance of doubt, notwithstanding anything herein to the contrary, no Repayment Premium shall be paid in connection with (i) the product of the Applicable Rate and the face amount of each B/A accepted by such Lender multiplied by a prepayment pursuant to Section 2.05(b)(ii) or (ii) a fraction the numerator of which is the number of days in the Contract Period applicable to such B/A and the denominator of which is 365. prepayment made with proceeds from a Disposition (c) The Company agrees to pay to the Administrative Agentincluding, for its own accountthe avoidance of doubt, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agentany prepayment made pursuant to Section 2.05(a) or Section 2.05(d)). (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent specified above for distribution, in the case of commitment fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company agrees Each Investor and Bank shall pay (which payment may be satisfied by a withholding by the Collection Agent pursuant to Section 2.04(c) above) to the Program Agent, and the Program Agent shall pay to the Administrative AgentCollection Agent upon receipt thereof, in US Dollarsa fee (the “Collection Agent Fee”) of 0.75% per annum on an amount equal to the Receivable Interest of such Investor or Bank (expressed as a percentage) multiplied by the average daily Outstanding Balance of all Receivables, for from the account date of purchase of such Receivable Interest until the later of the office (Termination Date for such Receivable Interest or Affiliate) of each Lender (except, in the case of any Defaulting Lender, as provided in Section 2.20) from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment fee, which shall accrue at the Applicable Rate on the daily unused amount of the Commitment of such Lender during the period from and including the date hereof to but excluding the date on which the last Capital of such Commitments terminatesReceivable Interest is reduced to zero, payable on each Settlement Date (Yield and Fees) for such Receivable Interest. Accrued commitment fees Upon three Business Days’ notice to the Program Agent and each Investor Agent, and the prior written consent of Investor Agents representing the Majority Banks, the Collection Agent (if not an Originator, the Seller or its designee or an Affiliate of the Seller) may elect to be paid, as such fee, another percentage per annum on the average daily Outstanding Balance of all Receivables, but in no event in excess for all Receivable Interests of 110% of the reasonable costs and expenses of the Collection Agent in administering and collecting the Receivables in the Receivables Pool. The Collection Agent Fee shall be payable in arrears on the last day of March, June, September and December of each year, commencing on the first such date to occur after the date hereofonly from Collections pursuant to, and subject to the priority of payment set forth in, Section 2.04. So long as an Originator is acting as the Collection Agent hereunder, amounts paid as the Collection Agent Fee pursuant to this Section 2.05(a) shall reduce, on a dollar-for-dollar basis, the date on which all obligations of the Commitments shall have terminated Seller, the Intermediate SPVs and the Lenders shall have no further Exposures. All commitment fees shall be computed on Designated Entities to pay the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a commitment of a Lender shall be deemed “Collection Agent Fee” pursuant to be used to the extent Section 6.03 of the outstanding Loans any Purchase Agreement, provided that such obligation of and outstanding B/As accepted by such Lenderthe Seller, any Intermediate SPV, or any Designated Entity shall in no event be reduced below zero. (b) The applicable Canadian Borrowing Subsidiary agrees to Seller shall pay to the Administrative Agent, for the account of each Canadian Tranche Lender, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal to the (i) the product of the Applicable Rate Program Agent and the face amount of each B/A accepted by such Lender multiplied by Investor Agents, as applicable, certain fees (iicollectively, the “Fees”) a fraction the numerator of which is the number of days in the Contract Period applicable to such B/A and the denominator of which is 365. (c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates dueset forth in a separate fee agreement of even date among the Seller, in immediately available fundsthe Program Agent and the Investor Agents, as the same may be amended or restated from time to time (the Administrative Agent specified above for distribution, in the case of commitment fees, to the Lenders. Fees paid shall not be refundable under any circumstances“Fee Agreement”).

Fees. (a) From the Amendment No. 8 Effective Date to and including the Revolving Credit Termination Date, the Company agrees to pay to the Administrative Agent for the ratable account of the Banks in each Applicable Tranche a commitment fee of 10/100 of 1% per annum (on the basis of a year consisting of 360 days and for actual days elapsed) on the daily amount of the excess of (i) the amount of the Aggregate Applicable Tranche Commitments under each such Applicable Tranche over (ii) the aggregate principal amount of all outstanding Loans (excluding any Swingline Loans, provided that in the event the participating interests in all Applicable Tranche Swingline Loans outstanding on such date have been fully funded in accordance with Section 2.14(a), the Applicable Tranche Swingline Exposure of each Applicable Bank under each such Applicable Tranche shall not be excluded from such aggregate principal amount or, in the event that such participating interests are not fully funded, only the participating interests acquired and so partially funded by such Bank in accordance with Section 2.14(a) in respect of any such outstanding Applicable Tranche Swingline Loans shall not be excluded from such aggregate principal amount), payable in arrears on the last day of each fiscal quarter of the Company hereafter and on the Revolving Credit Termination Date, commencing on the first of such dates to occur after the date hereof. (b) The Company agrees to pay to the Administrative Agent, in US Dollars, Agent for the ratable account of the office (or Affiliate) of each Lender (except, Banks the fees in the case of any Defaulting Lender, as provided in Section 2.20) from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender amounts and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment fee, which shall accrue at the Applicable Rate times set forth on the daily unused amount of the Commitment of such Lender during the period from and including the date hereof to but excluding the date on which the last of such Commitments terminates. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year, commencing on the first such date to occur after the date hereof, and on the date on which all the Commitments shall have terminated and the Lenders shall have no further Exposures. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a commitment of a Lender shall be deemed to be used to the extent of the outstanding Loans of and outstanding B/As accepted by such Lender. (b) The applicable Canadian Borrowing Subsidiary agrees to pay to the Administrative Agent, for the account of each Canadian Tranche Lender, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal to the (i) the product of the Applicable Rate and the face amount of each B/A accepted by such Lender multiplied by (ii) a fraction the numerator of which is the number of days in the Contract Period applicable to such B/A and the denominator of which is 365Schedule 2.8. (c) The Company agrees to pay to the Administrative Agent, the Collateral Monitoring Agent and the Collateral Agent, for its own accounteach of their respective accounts, fees payable in the amounts and at the times separately agreed upon between by the Company and the Administrative AgentCompany. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent specified above for distribution(or the Collateral Agent or Collateral Monitoring Agent, in the case of commitment fees, such fees payable to the LendersCollateral Agent or Collateral Monitoring Agent). Fees paid The Administrative Agent shall not be refundable under distribute any circumstancessuch payments received by it for the account of the Banks to the Banks in accordance with their respective pro rata shares thereof.

Fees. (a) The Company agrees to pay to the Administrative Agent, in US Dollars, for the account As of the office (or Affiliate) of each Lender (exceptClosing, in the case of any Defaulting LenderLENDER shall have fully earned, as provided in Section 2.20) from which such Lender would make Loans and BORROWERS shall have paid to the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph)LENDER, a non-refundable commitment fee, fee ("COMMITMENT Fee") equal to Two Hundred Thousand and No/100 Dollars ($200,000.00) all of which shall accrue at the Applicable Rate on the daily unused amount of the Commitment of such Lender during the period from and including the date hereof has been paid to but excluding the date on which the last of such Commitments terminates. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year, commencing on the first such date to occur after the date hereof, and on the date on which all the Commitments shall have terminated and the Lenders shall have no further Exposures. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a commitment of a Lender shall be deemed to be used to the extent of the outstanding Loans of and outstanding B/As accepted by such LenderLENDER. (b) The applicable Canadian Borrowing Subsidiary agrees Subject to the terms and conditions of this Agreement and so long as no Event of Default or Unmatured Event of Default has occurred hereunder, if LENDER makes any Advance under either the Tranche A Facility or the Tranche B Facility, BORROWERS shall pay to LENDER a non-refundable commitment fee under each of the Administrative AgentTranche A Facility and the Tranche B Facility, for the account each of which will be deemed to be fully earned by LENDER as of such date and each Canadian Tranche Lender, on each date on of which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, shall be in Canadian Dollars, an acceptance fee amount equal to the Fifty Thousand and No/100 Dollars (i) the product of the Applicable Rate and the face amount of each B/A accepted by such Lender multiplied by (ii) a fraction the numerator of which is the number of days in the Contract Period applicable to such B/A and the denominator of which is 365$50,000.00). (c) The Company agrees Prior to the time the LENDER makes any Advance to any BORROWER BORROWERS shall pay to LENDER on the Administrative Agentfifteenth date of each calendar month, for its own accountor if such day is not a Business Day the next succeeding Business Day, a nonrefundable monitoring fee ("MONITORING FEE"), which when paid shall be deemed fully earned by LENDER, equal to Fifteen Hundred and No/100 Dollars ($1,500.00), commencing July 15, 2003 and continuing each calendar month thereafter; provided that after such time as LENDER makes any Advance to any BORROWER such fees shall be due and payable in on the amounts and at the times separately agreed upon between the Company and the Administrative Agentfirst Designated Funding Date of each calendar month. (d) All fees payable hereunder As of the Closing Date, LENDER shall be have fully earned, and BORROWERS shall have paid on to LENDER, a non-refundable portion of the dates duetotal acquisition term loan commitment fee in an amount equal to Fifty Thousand and No/100 Dollars ($50,000.00) ("INITIAL FEE"). At such time as Borrowers activate either tranche under the Acquisition Term Loan, Borrowers shall pay and Lender shall have fully earned the remaining portion of the total acquisition term loan commitment fee in immediately available fundsan amount equal to One Hundred Fifty Thousand and No/100 Dollars ($150,000.00) (together with the Initial Fee, to the Administrative Agent specified above for distribution, in the case of commitment fees, to the Lenders. Fees paid shall not be refundable under any circumstances"ACQUISITION TERM LOAN COMMITMENT FEE").

Fees. (a) The Company agrees to shall pay to counsel to the Administrative AgentSubscriber its fees of up to $70,000 for services rendered in connection with the Offering. Thirty-five thousand dollars ($35,000) of this fee shall be payable out of funds held pursuant to an Escrow Agreement to be entered into by the Company, in US DollarsSubscriber and Grushko & ▇▇▇▇▇▇▇, for P.C. (the account "Escrow Agreement") and thirty-five thousand dollars ($35,000) of the office (or Affiliate) of each Lender (except, in the case of any Defaulting Lender, as provided in Section 2.20) from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate fee shall be specified paid by each Canadian Tranche Lender delivery of a Note and Euro Tranche Lender in corresponding Warrants to be issued pursuant to a notice delivered Subscription Agreement, identical to the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment fee, which shall accrue at the Applicable Rate on the daily unused Subscription Agreement. The principal amount of the Commitment of such Lender during the period from and including the date hereof to but excluding the date on which the last of such Commitments terminates. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year, commencing on the first such date to occur after the date hereof, and on the date on which all the Commitments shall have terminated and the Lenders shall have no further Exposures. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a commitment of a Lender Note so issued shall be deemed to comprise a portion of the Purchase Price of the Offering. The fee will be used paid to the extent attorneys upon the release of Purchase Price net proceeds to or on the outstanding Loans of and outstanding B/As accepted by such LenderCompany's behalf. (b) The applicable Canadian Borrowing Subsidiary agrees to Company will pay to the Administrative Agentfinders ("Finders") identified on Schedule E hereto a fee in the amount of ten percent (10%) of the Purchase Price ("Finder's Fee"). The Finder's Fee must be paid each Closing Date with respect to the Notes issued on such date. The Finder's Fee will be payable at the election of each Finder in cash or by delivery to such electing Finders of promissory notes ("Finder's Notes"). Except as described in the following sentence, the Finder's Notes will be identical to the Notes. All the representations, covenants, warranties, undertakings, remedies, liquidated damages, and indemnification, other rights including but not limited to registration rights, and rights in Section 9 hereof, made or granted to or for the account benefit of each Canadian Tranche Lender, on each date on which B/As drawn by such Canadian Borrowing Subsidiary the Subscriber are accepted hereunder, in Canadian Dollars, an acceptance fee equal hereby also made and granted to the (i) the product Finders in respect of the Applicable Rate Finder's Notes except that the Notes issued to Finders will not be subject to the security interest described in Section 12 of this Agreement. Other than in relation to the foregoing exception, references to Notes in this Agreement (and where appropriate in documents delivered in connection herewith) shall also relate to the face amount of each B/A accepted by such Lender multiplied by (ii) a fraction Finder's Notes. In the numerator of which is event the number of days Subscriber so elects, the Finders Fee may be payable in whole or in part to the Contract Period applicable to such B/A and the denominator of which is 365Subscriber. (c) The Company agrees to pay will issue and deliver, at the Closing, to the Administrative AgentFinders identified on Schedule E, for its own accounta Warrant, fees payable substantially in the amounts and form attached hereto as Exhibit D, to purchase a number of shares of the Company's Class A Common Stock equal to ten percent (10%) of the shares into which the secured convertible debenture issued pursuant hereto is convertible at the times separately agreed upon between Maximum Base Price set forth in Section 2.1.2(i) of the Note. The per share "Purchase Price" of Common Stock, as defined in the Warrants, shall be $.25 for 50% of the Warrants and $.30 for the other 50% of the Warrants. In the event there is no Finder in connection with the Subscriber entitled to receive the Warrants, then such Warrants will be issued to such Subscriber. Each Finder entitled to receive Notes or Warrants shall execute and deliver to the Company and the Administrative Agent.a Finders Investment Representation Letter, a form of which is annexed hereto as Exhibit G. (d) All fees payable hereunder shall be paid At the Closing, the Company will pay to LH Financial Services Corp. the sum of $50,000 as a non-accountable expense allowance. (e) The Company on the dates dueone hand, and the Subscriber on the other hand, agree to indemnify the other against and hold the other harmless from any and all liabilities to any other persons claiming brokerage commissions or finder's fees except for Finders, on account of services purported to have been rendered on behalf of the indemnifying party in immediately available fundsconnection with this Subscription Agreement or the transactions contemplated hereby and arising out of such party's actions. Except for Finders, the Company represents that there are no other parties entitled to the Administrative Agent specified above for distribution, in the case of commitment receive fees, to commissions or similar payments in connection with the Lenders. Fees paid shall not be refundable under any circumstancesoffering described in this Subscription Agreement.

Fees. (a) The Company agrees 5.1 In consideration of BigFundr providing the Services to you, you will pay to BigFundr the Administrative Agentfollowing fees (collectively, in US Dollars, the “Fees”): 5.1.1 administration fees for the account usage of the office Platform and the Services; 5.1.2 transfer fees (or Affiliateif applicable) of each Lender (except, in the case event that you transfer and/or sell any of your Debenture Notes; and 5.1.3 nominee fees (if applicable) as may be charged by BigFundr, the Escrow Agent or Cash Administrator, BigFundr’s custodian, sub-custodian or nominee from time to time for the custodian and nominee services hereunder, including all expenses incurred by the nominee or the nominee’s agents; and 5.1.4 any Defaulting Lender, other fees as provided in Section 2.20) may be charged by BigFundr from which such Lender would make Loans time to time. 5.2 The Fees will be set off from the Company in US Dollars hereunder (which office or Affiliate shall Repayment Amounts to be specified by each Canadian Tranche Lender paid to you under the relevant Debenture Note(s). 5.3 BigFundr may prescribe any additional fees and Euro Tranche Lender in a notice delivered charges from time to time for the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment fee, which shall accrue at the Applicable Rate on the daily unused amount provision of the Commitment of such Lender during the period from and including the date hereof to but excluding the date on Services which the last of such Commitments terminates. Accrued commitment fees shall be payable monthly or in arrears advance on a non-refundable basis and any other reasonable fees and charges as may be imposed by BigFundr at its sole and absolute discretion from time to time for the last day Services rendered to you under the terms and conditions of Marchthis Agreement herein. 5.4 In the event that there are insufficient funds in your Account to pay the Fees, Juneor where any additional fees and charges are not paid by the specified due dates, September and December of each year, commencing on the first such date to occur after the date hereof, and on the date on which all the Commitments shall have terminated and the Lenders shall have no further Exposures. All commitment fees you agree that BigFundr shall be computed on authorised to, without further reference to you and without prejudice to BigFundr’s rights and remedies, deduct any amounts due to it from any monies to be received by you in your Account and/or to sell all or any of your rights and securities in respect of the basis Debenture Notes in such manner and upon such terms and conditions as BigFundr shall in its sole and absolute discretion think fit and to apply the net proceeds from any sales thereof in or towards the discharge of a year all amounts due and owing to BigFundr or to hold them in suspense for whatever period as BigFundr shall think fit. Notwithstanding anything aforementioned, such fees and charges as may be charged by BigFundr from time to time may be waived at the sole and absolute discretion of 360 days and BigFundr, subject to such conditions as may be imposed by BigFundr from time to time. Alternatively, BigFundr may demand from you such amount as shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment feessufficient to settle any deficit or dues owed by you. 5.5 You shall indemnify BigFundr, a commitment of a Lender shall be deemed to be used to the extent its Representatives, nominee, its agent and correspondents against any and all expenses, liabilities, claims, demands and any other adverse consequences whatsoever in, under or arising out of the outstanding Loans of and outstanding B/As accepted by such Lender. (b) The applicable Canadian Borrowing Subsidiary agrees to pay to the Administrative Agentholding, for the account of each Canadian Tranche Lender, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal to the (i) the product disposal or delivery of the Applicable Rate and the face amount of each B/A accepted by such Lender multiplied by (ii) a fraction the numerator of which is the number of days Debenture Notes or anything done in the Contract Period applicable to such B/A and the denominator of which is 365respect thereof. (c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent specified above for distribution, in the case of commitment fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower shall pay to the Agent for the account of each Bank a facility fee (the "FACILITY FEE") on the amount of each Bank's A Commitment and B Commitment, as the case may be, for the period from the date hereof (or, as applicable, from the effective date specified in the Assignment and Acceptance pursuant to which it became a Bank hereunder) to and including the earlier of the date such Bank's A Commitment or B Commitment, as applicable, is terminated or the A Commitment Termination Date, at the rate per annum equal to the Facility Fee Percentage from time to time in effect on the A Commitments and the B Commitments, as applicable. The accrued Facility Fee shall be payable on the Quarterly Dates, and on the earlier of the date (i) the A Commitments and/or the B Commitments, as applicable, are terminated, or (ii) the A Commitment Termination Date. (b) The Borrower agrees to pay to the Administrative Agent, in US Dollars, Agent for the account of the office (or Affiliate) of each Lender (except, in the case of any Defaulting Lender, as provided in Section 2.20) from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph)Bank, a commitment fee, which shall accrue at the Applicable Rate on the daily unused amount of the Commitment of such Lender during the period from and including the date hereof to but excluding the date utilization fee as follows: (i) for any day on which the last outstanding principal amount of all Loans shall be equal to or greater than 33% of the Total Commitment but less than 66% of the Total Commitment, the Borrower shall pay to the Agent for the account of each Bank a utilization fee equal to ..125% per annum on the aggregate amount of each Bank's outstanding Loans on such Commitments terminatesday, and (ii) for any day on which the outstanding principal amount of all Loans shall be equal to or greater than 66% of the Total Commitment, the Borrower shall pay to the Agent for the account of each Bank a utilization fee equal to 0.25% per annum on the aggregate amount of each Bank's outstanding Loans on such day. Accrued commitment fees utilization fees, if any, shall be payable in arrears on the last day of MarchQuarterly Dates, June, September and December of each year, commencing on any date prior to the first such date to occur after the date hereofA Commitment Termination Date on which a Bank's Commitment terminates, and on the date on which all A Commitment Termination Date; PROVIDED, that any utilization fees accruing after the Commitments shall have terminated and the Lenders shall have no further Exposures. All commitment fees shall be computed on the basis of a year of 360 days and A Commitment Termination Date shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a commitment of a Lender shall be deemed to be used to the extent of the outstanding Loans of and outstanding B/As accepted by such Lenderon demand. (b) The applicable Canadian Borrowing Subsidiary agrees to pay to the Administrative Agent, for the account of each Canadian Tranche Lender, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal to the (i) the product of the Applicable Rate and the face amount of each B/A accepted by such Lender multiplied by (ii) a fraction the numerator of which is the number of days in the Contract Period applicable to such B/A and the denominator of which is 365. (c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent specified above for distribution, in the case of commitment fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. In connection with Universal's exercise of the Merchandising licensing rights granted hereby: (ai Universal shall have the right to retain a fee of twenty percent (20%) The Company agrees of all revenues from Merchandising pursuant to pay its Merchandising licenses hereunder including without limitation revenues from Merchandising royalties pursuant to its Merchandising licenses for New Pictures; provided that during the Merchandising Letter Period, Universal shall have the right to retain a fee of thirty percent (30%) of all revenues received by Universal from Merchandising royalties pursuant to its Merchandising licenses for all Characters and Products other than from its Merchandising licenses for New Pictures. (ii In the event Universal uses a third Person as a sub-agent in connection with the grant of Merchandising licenses, the combined fees of such sub-agent and Universal shall not exceed forty percent (40%) of all revenues from Merchandising pursuant to the Administrative Agent, in US Dollars, for the account of the office (or Affiliate) of each Lender (except, in the case of any Defaulting Lender, as applicable licenses; provided in Section 2.20) from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment fee, which shall accrue at the Applicable Rate on the daily unused amount of the Commitment of such Lender that during the period from and including the date hereof to but excluding the date on which the last of Merchandising Letter Period such Commitments terminates. Accrued commitment third party agent fees or commissions shall be payable in arrears on the last day of March, June, September and December of each year, commencing on the first such date to occur after the date hereof, and on the date on which all the Commitments shall have terminated and the Lenders shall have no further Exposures. All commitment fees shall be computed on the basis of a year of 360 days not exceed twenty percent (20%) and shall be payable for the actual number of days elapsed deducted from revenues received from Merchandising royalties (including the first day but excluding the last daywith Universal's fees being owed on such net revenues from such third parties). For purposes of computing commitment fees, a commitment of a Lender shall be deemed to be used to the extent of the outstanding Loans of and outstanding B/As accepted by such Lender. (biii During the Merchandising Letter Period: (A) The applicable Canadian Borrowing Subsidiary agrees Costs up to pay ten percent (10%) that are incurred by Universal in exercise of the Merchandising rights hereunder shall be deducted from Merchandising revenues prior to calculating Universal's Merchandising fee, it being agreed that "costs" shall be defined as all out of pocket direct expenses paid by Universal in good faith to third parties in connection with the exercise of Merchandising rights herein, including without limitation artwork and licensing kit development and reproduction costs, freight, travel and entertainment directly related to the Administrative Agentspecific property, for the account of each Canadian Tranche Lender, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal trade show expenses related to the (i) the product of the Applicable Rate Characters and the face amount of each B/A accepted by such Lender multiplied by (ii) a fraction the numerator of Products, and promotional, marketing and advertising expense, but excluding "overhead" which is defined as employees' salaries, occupancy costs, office supplies, equipment rental and corporate overhead; and (B) Copyright and trademark expenses and litigation or other legal expenses related to the number of days in the Contract Period applicable specific property shall also be deducted from Merchandising revenue prior to such B/A and the denominator of which is 365calculating Universal's Merchandising fee. (civ During the Merchandising Letter Period, Harv▇▇ ▇▇▇l pay Universal an additional four percent (4%) The Company agrees to pay to the Administrative Agent, for its own account, fees payable of gross revenue from printing premium comics in the amounts and at the times separately agreed upon between the Company and the Administrative Agentconnection with a Promotion negotiated by Universal. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent specified above for distribution, in the case of commitment fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. The Borrower shall pay (a) The Company agrees to pay to the Administrative Agent, in US Dollars, for the account of the office (or Affiliate) of each Lender (except, in the case of any Defaulting Lender, as provided in Section 2.20) from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment fee, which shall accrue at the Applicable Rate on the daily unused amount of the Commitment of such Lender during the period from and including the date hereof to but excluding the date on which the last of such Commitments terminates. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year, commencing on the first such date to occur after the date hereof, and on the date on which all the Commitments shall have terminated and the Lenders shall have no further Exposures. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a commitment of a Lender shall be deemed to be used to the extent of the outstanding Loans of and outstanding B/As accepted by such Lender. (b) The applicable Canadian Borrowing Subsidiary agrees to pay to the Administrative Agent, for the account of each Canadian Tranche Lender, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal to the (i) the product of the Applicable Rate and the face amount of each B/A accepted by such Lender multiplied by (ii) a fraction the numerator of which is the number of days in the Contract Period applicable to such B/A and the denominator of which is 365. (c) The Company agrees to pay to the Administrative Agent, for its own account, account fees payable in the amounts and at the times separately previously agreed upon between in writing by the Company Borrower and the Administrative Agent. , (db) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent specified above for distributionthe account of the Lenders (other than any Backstop Defaulted Lender), a fee equal to 1.00% of the aggregate principal amount of any outstanding Term Loans of any Lender (other than any Backstop Defaulted Lenders) repaid or prepaid (including in accordance with Section 2.5, Section 2.7 or Section 2.8(a)) or that remain outstanding on the Maturity Date, and such fee shall be due and payable on each repayment or prepayment date on the portion of such Term Loans of each such Lender so repaid or prepaid or on the Maturity Date, as applicable, and (c) to the Administrative Agent for the account of the Lenders (other than Backstop Defaulted Lenders) that execute the Backstop Commitment Agreement, the Equitization Consent Fee in accordance with the Restructuring Support Agreement, and such fee shall be fully earned upon the DIP Order Entry Date and due and payable upon the earlier of the Maturity Date and the termination of the Restructuring Support Agreement; provided, that if the maturity of the Term Loans is accelerated pursuant to Section 8.1 prior to Approved Plan Effective Date, the Equitization Consent Fee shall be payable in cash in an amount equal to 5.00% of the aggregate principal amount of any outstanding Term Loans at such time and due and payable in cash within three (3) Business Days following such acceleration; provided, however, that no Lender shall be entitled to an Equitization Consent Fee if the Restructuring Support Agreement is terminated due to a failure of the Supporting Noteholders to execute the Backstop Commitment Agreement with respect to 100% of the Backstop Commitments (as defined in the case Restructuring Support Agreement) of commitment feessuch Supporting Noteholders; provided, further, that no Equitization Consent Fee shall be due to the Lenders. Fees paid shall not be refundable under any circumstancesBackstop Defaulted Lender.

Fees. (a) The Company Subject to Section 2.24(a)(iii)(A), the Borrower agrees to pay to the Administrative Agent, Agent in US Dollars, dollars for the account of the office (or Affiliate) of each Revolving Lender (except, in the case of any Defaulting Lender, as provided in Section 2.20) from which such Lender would make Loans a commitment fee equal to the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to Applicable Fee Rate times the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment fee, which shall accrue at the Applicable Rate on the average daily unused amount of the Commitment Available Revolving Commitments of such Lender during the period from and including the date hereof Closing Date to but excluding the date on which the last of such Revolving Commitments terminatesterminate. Accrued commitment fees shall be payable in arrears on the last day Business Day of March, June, September and December of each yearyear and on the date on which such Revolving Commitments terminate, commencing on the first such date to occur after the date hereof, and on the date on which all the Commitments shall have terminated and the Lenders shall have no further ExposuresClosing Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a commitment of a Lender shall be deemed to be used to the extent of the outstanding Loans of and outstanding B/As accepted by such Lender. (b) The applicable Canadian Borrowing Subsidiary Subject to Sections 2.24(a)(iii)(B) and (C), the Borrower agrees to pay (i) to the Administrative Agent, Agent in dollars for the account of each Canadian Tranche Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the Applicable Rate used to determine the interest rate applicable to SOFR Revolving Loans on the average daily maximum amount of such Lender, on each ’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing Date to and including the later of the date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal to the (i) the product of the Applicable Rate ▇▇▇▇▇▇’s Revolving Commitment terminates and the face amount of each B/A accepted by date on which such Lender multiplied by ceases to have any LC Exposure, and (ii) to each Issuing Bank in dollars a fraction the numerator of fronting fee, which is the number of days in the Contract Period applicable to such B/A and the denominator of which is 365. (c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and shall accrue at the times separately agreed upon between the Company and the Administrative Agent. rate equal to 0.25% per annum (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent specified above for distribution, in the case of commitment fees, to the Lenders. Fees paid shall not be refundable under any circumstances.or such lower

Fees. (a) The Company Borrower shall pay to the Agents such fees as shall have been separately agreed upon in writing (including pursuant to any fee letter executed with the Agents in connection with the Facilities) in the amounts and at the times so specified. Such fees shall be fully earned when due and shall not be refundable for any reason whatsoever (except as expressly agreed between the Borrower and the applicable Agent). (b) The Borrower agrees to pay to ▇▇▇▇▇▇▇ having Revolving Exposure: (i) commitment fees for the period from and including the Closing Date to and including the Revolving Commitment Termination Date equal to (A) the daily difference between (1) the Revolving Commitments and (2) the sum of (I) the aggregate principal amount of all outstanding Revolving Loans plus (II) the Letter of Credit Usage, times (B) the Applicable Commitment Fee; and (ii) letter of credit fees with respect to all Letters of Credit (other than trade Letters of Credit) (the “L/C Fee”) equal to the (A) Applicable Rate for Revolving Loans that are Term Benchmark Loans (or, with respect to trade Letters of Credit, 50% of the Applicable Rate for Revolving Loans that are Term Benchmark Loans), times (B) the maximum amount available to be drawn under all Letters of Credit (regardless of whether any conditions for drawing could then be met and determined as of the close of business on any date of determination and whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit). All fees referred to in this Section 2.11(b) shall be paid to the Administrative Agent at the Administrative Agent’s Office and upon receipt, the Administrative Agent shall promptly distribute to each Lender its Pro Rata Share thereof. In addition, for purposes of calculating the commitment fees referred to in clause (b)(i) only, no portion of the Revolving Commitments shall be deemed utilized as a result of outstanding Swing Line Loans. (c) The Borrower agrees to pay directly to the applicable Issuing Bank, for its own account, the following fees: (i) a fronting fee to be agreed by the Borrower and the applicable Issuing Bank (not to exceed 0.125% per annum) times the maximum Dollar Amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit) determined as of the close of business on any date of determination; and (ii) such documentary and processing charges for any issuance, amendment, transfer or payment of a Letter of Credit as are in accordance with such Issuing Bank’s standard schedule for such charges and as in effect at the time of such issuance, amendment, transfer or payment, as the case may be, which fees, costs and charges shall be payable to such Issuing Bank within three Business Days after its demand therefor and are nonrefundable. Each payment of fees required above under this clause (c) on any Letters of Credit, whether denominated in Dollars or an Alternative Currency, shall be made in Dollars. (d) All fees referred to in Sections 2.11(b) and 2.11(c)(i) shall be payable quarterly in arrears on the first day following the last day of each calendar quarter of each year during the Revolving Commitment Period, commencing with the first day following the first full calendar quarter ending after the Closing Date, and on the Revolving Commitment Termination Date; provided that any such fees accruing after the Revolving Commitment Termination Date shall be payable on demand. (e) The Borrower agrees to pay to the Administrative Agent, in US Dollars, for the account of the office (or Affiliate) of each Lender (except, in the case of any Defaulting Lender, as provided in Section 2.20) from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment fee, which shall accrue at the Applicable Rate on the daily unused amount of the Commitment of such Lender during the period from and including the date hereof to but excluding the date on which the last of such Commitments terminates. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year, commencing on the first such date to occur after the date hereof, and on the date on which all the Commitments shall have terminated and the Lenders shall have no further Exposures. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a commitment of a Lender shall be deemed to be used to the extent of the outstanding Loans of and outstanding B/As accepted by such Lender. (b) The applicable Canadian Borrowing Subsidiary agrees to pay to the Administrative Agent, for the account of each Canadian Tranche Lender, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal to the (i) the product of the Applicable Rate and the face amount of each B/A accepted by such Lender multiplied by (ii) a fraction the numerator of which is the number of days in the Contract Period applicable to such B/A and the denominator of which is 365. (c) The Company agrees to pay to the Administrative Agent, for its own account, account the fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agentupon. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent specified above for distribution, in the case of commitment fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company agrees In consideration of the Lender's entering into this Agreement and making the initial Loan hereunder, the Borrowers, jointly and severally, agree to pay to the Administrative AgentLender the following Facility Fees: (i) With respect to the Tranche A Loan, the Borrowers shall pay the Lender a Facility Fee in US Dollarsimmediately available funds in an amount equal to ten thousand dollars ($10,000) per month, payable monthly beginning on September 1, 1996 and continuing until the Tranche A Loan has been repaid in its entirety. With respect to the Tranche B Loan, the Borrowers shall pay the Lender on the Closing Date the remaining Facility Fee in immediately available funds in the amount of one hundred twenty-five thousand dollars ($125,000); and (ii) On the Closing Date, CCI shall execute and deliver to the Lender (A) a First Warrant Agreement in the form of Exhibit I-1 hereto pursuant to ----------- which CCI shall agree to issue a warrant or warrants granting to the Lender the right to purchase, upon the terms and conditions set forth in such Warrant Agreement, as a Facility Fee with respect to the Tranche A Loan, 150,000 shares of voting common stock of CCI for a purchase price of $.01 per share, and (B) a Second Warrant Agreement in the account form of Exhibit I-2 hereto pursuant to which CCI shall agree to issue a warrant or ----------- warrants granting to the Lender the right to purchase, upon the terms and conditions set forth in such Warrant Purchase Agreement, as a Facility Fee with respect to the Tranche C Loan, 150,000 shares of voting common stock of CCI for a purchase price per share equal to $6.21 (provided, however, that in the event the Tranche C Loan is not paid on the Tranche C Maturity Date, the purchase price of such shares shall be $.01 per share), and (C) a Registration Rights Agreement (the "Registration Rights Agreement") in the form of Exhibit J hereto --------- pursuant to which CCI agrees to cause the shares of common stock of CCI acquired by the Lender pursuant to exercise of the office (or Affiliate) of each warrants issued by CCI to the Lender (except, in under the case of any Defaulting Lender, Warrant Agreements to be registered with the Securities and Exchange Commission as provided in Section 2.20) from which such Lender would make Loans to therein. In the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to event the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment fee, which shall accrue at the Applicable Rate on the daily unused aggregate amount of the Commitment Loans prior to or on November 30, 1995 is $47,500,000 or less. CCI will have the option, exercisable by delivery of such written notice to the Lender during on or before December 15, 1996, to repurchase fifty thousand (50,000) of the period from and including warrants granted to the date hereof Lender with respect to but excluding the date Tranche A Loan at a purchase price equal to $.01 per warrant. In the event the Tranche C Loan is paid in full on which or before the last of such Commitments terminates. Accrued commitment fees shall be payable in arrears on the last day of MarchTranche C Maturity Date, June, September and December of each year, commencing on the first such date to occur after the date hereof, and on the date on which all the Commitments CCI shall have terminated and the Lenders shall have no further Exposuresright, exercisable by delivery of written notice by CCI to the Lender on or before December 15, 1996, to repurchase the 150,000 warrants granted with respect to the Tranche C Loan for a purchase price of $.01 per warrant. All commitment fees shall be computed on of the basis of a year of 360 days and shall be payable Facility Fees provided for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a commitment of a Lender herein shall be deemed to be used to fully earned upon the extent Lender's execution and delivery of this Agreement and the making of the outstanding Loans of and outstanding B/As accepted by such Lenderinitial Loan hereunder. (b) The applicable Canadian Borrowing Subsidiary agrees In consideration of the Lender's committing to make Tranche B Loans hereunder available to the Borrowers, the Borrowers, jointly and severally, agree to pay to the Administrative Agent, for the account of each Canadian Tranche Lender, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal to the (i) the product of the Applicable Rate and the face amount of each B/A accepted by such Lender multiplied by (ii) a fraction the numerator of which is the number of days in the Contract Period applicable to such B/A and the denominator of which is 365. (c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, funds a non-refundable Commitment Fee from the date hereof to the Administrative Agent specified above Tranche B Maturity Date computed on the daily average unused portion of the Tranche B Commitment in effect during the period for distributionwhich such payment is made (as such Tranche B Commitment may be reduced pursuant to this Agreement), in the case at a rate per annum equal to one quarter of commitment feesone percent (0.25%), which Commitment Fee shall be payable by Borrowers to the Lenders. Fees paid shall not Lender quarterly in arrears commencing on October 1, 1996, and continuing to be refundable under any circumstancesdue on the first (1st) day of each calendar quarter thereafter so long as the Tranche B Commitment is in effect as well as on the Tranche B Maturity Date.

Fees. (a) The Company agrees to Borrower shall pay to the Administrative Agent, in US Dollars, for the account of the office (or Affiliate) of each Lender (except, in the case of any Defaulting Lender, as provided in Section 2.20) from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment fee, which shall accrue at the Applicable Rate on the daily unused amount of the Commitment of such Lender during the period from and including the date hereof to but excluding the date on which the last of such Commitments terminates. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year, commencing on the first such date to occur after the date hereof, and on the date on which all the Commitments shall have terminated and the Lenders shall have no further Exposures. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a commitment of a Lender shall be deemed to be used to the extent of the outstanding Loans of and outstanding B/As accepted by such Lender. (b) The applicable Canadian Borrowing Subsidiary agrees to pay to the Administrative Agent, for the account of each Canadian Tranche Lenderand distribution to the Lenders in connection with their respective Pro Rata Shares, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, a commitment fee in Canadian Dollars, an acceptance fee respect of the Master Syndicated Loan Commitments computed at a per annum rate equal to the Applicable Commitment Fee Rate, for each fiscal quarter, calculated on the average daily unused portion of the Master Syndicated Loan Commitment of such Lender, such fee being payable quarterly in arrears on the last calendar day of each fiscal quarter of Borrower, commencing on March 31, 1998, and on the Revolver/Multicurrency Maturity Date. Solely for purposes of calculating the fees due under this Section 3.05(a), (i) the product Dollar Equivalent of the Applicable Rate aggregate principal amount outstanding pursuant to the Foreign Subsidiary Lines of Credit shall not constitute usage of any of the Master Syndicated Loan Commitments and the face amount of each B/A accepted by such Lender multiplied by (ii) the aggregate principal amount of the Swing Line Loans from time to time outstanding shall constitute a fraction usage of the numerator Master Syndicated Loan Commitment only with respect to the Swing Line Lender unless and until a participation is purchased in such Swing Line Loans by the other Lenders. For purposes of which calculating the commitment fees hereunder, the Dollar Equivalent of the Multicurrency Syndicated Loans shall be calculated as of the date of the most recent continuation of such Loan pursuant to Section 2.04(e) or, if not previously continued, the date of the initial borrowing of such Loan pursuant to Section 2.04(a). (b) At the option of Borrower, exercised upon three (3) Business Days' prior written notice to the Agent, at any time prior to March 28, 1998, Borrower may elect to extend the Applicable Margin and Applicable Commitment Fee Rate in effect as of the Closing Date until June 30, 1998; provided that, such election is the number accompanied by payment of days a fee in the Contract Period applicable amount of $25,000 (the "Fixed Fee"), which Fixed Fee shall be payable to such B/A the Agent, for the account of and distribution to the denominator of which is 365Lenders in connection with their respective Pro Rata Shares. (c) The Company agrees to On the Closing Date, the Borrower shall pay to the Administrative Agent, for its own accountthe account of and distribution to the Lenders in connection with their respective Pro Rata Shares, fees payable a facility fee in respect of the amounts Master Syndicated Loan Commitments equal to 0.10% multiplied by the Master Syndicated Loan Commitments, such fee to be fully earned and at non-refundable as of the times separately agreed upon between the Company and the Administrative AgentClosing Date. (d) All fees The Borrower shall pay to Agent an administrative fee, payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent specified above for distribution, advance in the case of commitment fees, to the Lenders. Fees paid shall not be refundable under any circumstancesrespective amount previously agreed in writing by ▇▇▇▇▇▇▇▇ and Agent.

Fees. (aA) The Company agrees No Defaulting Lender shall be entitled to receive any fees payable under Section 2.12(a) for any period during which such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to such Defaulting Lender). (B) Each Defaulting Lender shall be entitled to receive the fees payable under Section 2.12(b) for any period during which that Lender is a Defaulting Lender only to the Administrative Agent, in US Dollars, for the account extent allocable to its Applicable Percentage of the office stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.22. (C) With respect to any fees not required to be paid to any Defaulting Lender pursuant to clause (A) or Affiliate(B) of above, the Borrower shall (x) pay to each Non-Defaulting Lender (except, in the case that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in LC Exposure or Swingline Loans that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (y) pay to each Issuing Bank and Swingline Lender, as applicable, the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such Issuing Bank’s or Swingline Lender’s Fronting Exposure to such Defaulting Lender, as provided in Section 2.20and (z) from which such Lender would make Loans not be required to pay the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment fee, which shall accrue at the Applicable Rate on the daily unused remaining amount of the Commitment of any such Lender during the period from and including the date hereof to but excluding the date on which the last of such Commitments terminates. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year, commencing on the first such date to occur after the date hereof, and on the date on which all the Commitments shall have terminated and the Lenders shall have no further Exposures. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a commitment of a Lender shall be deemed to be used to the extent of the outstanding Loans of and outstanding B/As accepted by such Lenderfee. (b) The applicable Canadian Borrowing Subsidiary agrees to pay to the Administrative Agent, for the account of each Canadian Tranche Lender, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal to the (i) the product of the Applicable Rate and the face amount of each B/A accepted by such Lender multiplied by (ii) a fraction the numerator of which is the number of days in the Contract Period applicable to such B/A and the denominator of which is 365. (c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent specified above for distribution, in the case of commitment fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company agrees Borrowers agree to pay to the Administrative Agent, in US Dollars, for the account of the office (or Affiliate) benefit of each Revolving Credit Lender (except, in the case of any Defaulting Lender, as accordance with its Pro Rata Share or other applicable share provided in Section 2.20) from which for such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph)Agreement, a commitment feefee in an amount equal to (i) the daily average difference between (A) the aggregate Revolving Commitments then in effect, which and (B) the sum of (I) the Outstanding Amount of Revolving Loans plus (II) the Outstanding Amount of L/C Obligations, times (ii) the Applicable Margin for unused commitment fees. The foregoing fee shall be paid to Administrative Agent as set forth in Section 2.15(a) and, upon receipt, Administrative Agent shall promptly distribute to each Revolving Credit Lender. The commitment fee on the Revolving Credit Commitments shall accrue at all times from the Applicable Rate on Closing Date until the daily unused amount earlier of (x) the Revolving Commitment Termination Date and (y) the Maturity Date for the Revolving Credit Commitments, including at any time during which one or more of the Commitment of such Lender during the period from conditions in Section 3 is not met, and including the date hereof to but excluding the date on which the last of such Commitments terminates. Accrued commitment fees shall be due and payable quarterly in arrears on the last day Business Day of each March, June, September and December of each yearDecember, commencing on with the first such date during the first full Fiscal Quarter to occur after the date hereofClosing Date, and on the date on which all earlier of (x) the Commitments Revolving Commitment Termination Date and (y) the Maturity Date for the Revolving Credit Commitments. The commitment fee shall have terminated be calculated quarterly in arrears, and if there is any change in the Lenders shall have no further Exposures. All commitment fees Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. (b) All fees referred to in Section 2.10(a) shall be calculated on the basis of a 360-day year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a commitment of a Lender shall be deemed to be used to the extent of the outstanding Loans of and outstanding B/As accepted by such Lender. (b) The applicable Canadian Borrowing Subsidiary agrees to pay to the Administrative Agent, for the account of each Canadian Tranche Lender, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal to the (i) the product of the Applicable Rate and the face amount of each B/A accepted by such Lender multiplied by (ii) a fraction the numerator of which is the number of days in the Contract Period applicable to such B/A and the denominator of which is 365elapsed. (c) The Company agrees Borrowers shall pay the fees set forth in Section 2.03(h) and Section 2.03(i). (d) In addition to any of the foregoing fees, the Borrowers agree to pay (or cause to the Administrative Agent, for its own account, be paid) to Agents (or other Persons entitled thereto) such other fees payable in the amounts and at the times separately agreed upon between in writing in the Company amounts and at the Administrative Agent. (d) All times so specified, including those set forth in the Fee Letter. Such fees payable hereunder shall be fully earned when paid on the dates due, in immediately available funds, to the Administrative Agent specified above for distribution, in the case of commitment fees, to the Lenders. Fees paid and shall not be refundable under for any circumstancesreason whatsoever (except as expressly agreed between the Borrower Representative and the applicable Agent). (e) [Reserved] (f) In connection with any Repricing Transaction consummated on or prior to the date that is six (6) months after the ClosingAmendment No. 2 Effective Date, the Borrowers shall pay to each Term Lender a fee equal to its Pro Rata Share of the Repricing Premium.

Fees. Administrative Agent and Buyers shall have received payment in full of all fees and Expenses (including the Commitment Fee and any other fees set forth in the Pricing Side Letter, if any) which are payable hereunder to Administrative Agent and Buyers on or before such date. (l) Section 5.02 of the Series 2016-MSRVF1 Repurchase Agreement is hereby amended by deleting subsections (j) and (k) in their entirety. (m) Section 7.01 of the Series 2016-MSRVF1 Repurchase Agreement is hereby amended by deleting subsections (r) and (s) in their entirety. (n) Section 7.03 of the Series 2016-MSRVF1 Repurchase Agreement is hereby amended by deleting subsections (b) and (c) in their entirety. (o) Schedule 2 of the Series 2016-MSRVF1 Repurchase Agreement is hereby amended by deleting such schedule in its entirety and replacing it with Exhibit A hereto. (p) Section 2.02 of the Series 2020-SPIADVF1 Repurchase Agreement is hereby amended by deleting subsection (a) The Company agrees in its entirety and replacing it with the following: (a) Seller may enter into Transactions with Buyers under this Agreement on any Purchase Date; provided, that Seller shall have given Administrative Agent and Buyers irrevocable notice (each, a “Transaction Notice”), which notice (i) shall be substantially in the form of Exhibit A, (ii) shall be signed by a Responsible Officer of Seller and be received by Administrative Agent and Buyers prior to pay 1:00 p.m. (New York time) (a) twenty (20) calendar days with respect to the Administrative Agentany Committed Amount or (b) two (2) Business Days with respect to any amounts other than a Committed Amount, in US Dollarseach case, for the account of the office (or Affiliate) of each Lender (except, in the case of any Defaulting Lender, as provided in Section 2.20) from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment fee, which shall accrue at the Applicable Rate on the daily unused amount of the Commitment of such Lender during the period from and including the date hereof to but excluding the date on which the last of such Commitments terminates. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year, commencing on the first such date to occur after the date hereofrelated Purchase Date, and on the date on which all the Commitments (iii) shall have terminated and the Lenders shall have no further Exposures. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed specify: (including the first day but excluding the last day). For purposes of computing commitment fees, a commitment of a Lender shall be deemed to be used to the extent of the outstanding Loans of and outstanding B/As accepted by such Lender. (bA) The applicable Canadian Borrowing Subsidiary agrees to pay to the Administrative Agent, for the account of each Canadian Tranche Lender, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal to the (i) the product Maximum VFN Principal Balance of the Applicable Rate and the face amount of each B/A accepted by such Lender multiplied by Note; (ii) a fraction with respect to the numerator first Purchase Date, the Initial Note Balance of which is the number Note, and, with respect to any other Purchase Date, the Additional Balance and (iii) after taking into account the Additional Balance being requested on such Purchase Date, the outstanding VFN Principal Balance of days the Note; (B) the Dollar amount of the requested Purchase Price; (C) the requested Purchase Date; and (D) any additional terms or conditions of the Transaction not inconsistent with this Agreement. Each Transaction Notice on any Purchase Date shall be in the Contract Period applicable an amount equal to such B/A and the denominator of which is 365at least $500,000. (cq) The Company agrees to pay to Section 5.02 of the Administrative Agent, for Series 2020-SPIADVF1 Repurchase Agreement is hereby amended by deleting subsection (i) in its own account, fees payable in entirety and replacing it with the amounts and at the times separately agreed upon between the Company and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent specified above for distribution, in the case of commitment fees, to the Lenders. Fees paid shall not be refundable under any circumstances.following:

Fees. (a) The Company agrees to Borrower shall pay to the Administrative Agent, in US Dollars, Agent for the account of each Bank a fee (the office (or Affiliate“Revolving Commitment Fee”) of each Lender (except, in the case of any Defaulting Lender, as provided in Section 2.20) from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment fee, which shall accrue at the Applicable Rate on the daily average unused amount of the Revolving Commitment of such Lender during Bank for the period from and including the date hereof to but excluding the earlier of the date on which the last Bank’s Revolving Commitment is terminated or the Termination Date. The Revolving Commitment Fee shall equal the daily average unused Revolving Commitment of such Commitments terminatesBank during the period for which payment is due, multiplied by the applicable Revolving Commitment Fee Rate. Accrued commitment fees For purposes of calculating usage under this Section, the Revolving Commitment of each Bank shall be deemed used to the extent of the Revolving Credit Exposure, except that the Swing Loan Exposure shall not be taken into account for such purpose. The accrued Revolving Commitment Fee shall be due and payable in arrears arrears, upon any reduction or termination of the Revolving Commitments and on the last day of March, June, September and December of each year, Quarterly Date commencing on the first such date to occur after the date hereofEffective Date, and on the date on which all the Commitments shall have terminated and the Lenders shall have no further Exposures. All commitment fees shall be computed calculated on the basis of a year of 360 three hundred sixty (360) days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a commitment of a Lender shall be deemed to be used to the extent of the outstanding Loans of and outstanding B/As accepted by such Lenderelapsed. (b) The applicable Canadian Borrowing Subsidiary agrees to Borrower shall pay to the Administrative Agent, for the account benefit of each Canadian Tranche Lender, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollarsthe Banks, an acceptance fee amount equal to the (i) Applicable Margin for Eurocurrency Loans multiplied by the product of the Applicable Rate and the aggregate face amount of all outstanding Facility Letters of Credit as of each B/A accepted by payment date therefor (the “Facility Letter of Credit Fee”) prior to the termination of such Lender Facility Letter of Credit. In addition, the Borrower shall also pay to the Agent for the benefit of the Issuing Bank, a fronting fee for each Facility Letter of Credit equal to one eighth of one percent (.125%) per annum multiplied by the aggregate face amount of all outstanding Facility Letters of Credit as of each payment date therefor (ii“Facility Letter of Credit Fronting Fee”) a fraction prior to the numerator termination of which is such Facility Letter of Credit. Finally, the number Borrower, shall upon demand of days the Agent, and for the benefit of the Issuing Bank, pay to the Agent, such other fees and expenses as the Issuing Bank customarily requires in connection with the Contract Period applicable to such B/A and the denominator issuance, negotiation, processing and/or administration of which is 365letters of credit in similar situations. (c) The Company agrees to pay to accrued Facility Letter of Credit Fee and Facility Letter of Credit Fronting Fee shall be due and payable on each Quarterly Date commencing on the Administrative Agent, for its own account, fees payable in first such date after the amounts Effective Date that a Facility Letter of Credit is issued and at on the times separately agreed upon between the Company Termination Date. The Facility Letter of Credit Fee and the Administrative AgentFacility Letter of Credit Fronting Fee shall be calculated on the basis of a year of three hundred sixty (360) days for the actual number of days elapsed. (d) All fees payable hereunder The Borrower shall be paid on pay such other fees, if any, as the dates due, Borrower has otherwise agreed in immediately available funds, writing to pay to the Administrative Agent specified above for distributionAgent, Arranger, and/or the Banks, including but not limited to any fees described in the case of commitment fees, to the Lenders. Fees paid shall not be refundable under any circumstancesFee Letter.

Fees. (a) The Company Borrower agrees to pay for the account of the applicable Lenders the following fees: (i) an aggregate commitment fee (“Commitment Fee”) equal to (x) the Commitment Rate Percentage times (y) (I) with respect to Tranche 1 Lenders, the actual daily amount by which the Tranche 1 Total Commitments exceeds the Tranche 1 Outstandings and (II) with respect to Tranche 2 Lenders, the actual daily amount by which the Tranche 2 Total Commitments exceeds the Tranche 2 Outstandings, to be allocated among the Lenders of the applicable Tranche according to their Applicable Percentages on each such day; (ii) an upfront fee (the “Amendment No. 3 Upfront Fee”) to each Lender on the Amendment No. 3 Effective Date, in an amount equal to 0.10% of the sum of the amounts set forth opposite the name of such Lender on Schedule 2.1 under the headings “Tranche 1 Commitments” and “Tranche 2 Commitments”; and (iii) an aggregate fee (“L/C Participation Fee”) equal to (x) the aggregate Dollar Equivalent of the L/C Obligations on each day times (y) the Applicable Margin for LIBOR Rate Loans, to be allocated among the Tranche 2 Lenders according to their Applicable Percentages; provided, however, any L/C Participation Fees 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 pursuant to Section 2.20 shall be payable, to the maximum extent permitted by applicable Law, to the other Tranche 2 Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.18, with the balance of such fee, if any, payable to the L/C Issuer for its own account. (b) Borrower agrees to pay to the Administrative Agent, in US Dollars, for L/C Issuer (i) a fronting fee equal to (x) 0.25% per annum times (y) the account of the office (or Affiliate) of each Lender (except, in the case of any Defaulting Lender, as provided in Section 2.20) from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment fee, which shall accrue at the Applicable Rate on the actual daily unused amount of the Commitment aggregate Dollar Equivalent of such Lender during the period from and including the date hereof to but excluding the date on which the last of such Commitments terminates. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year, commencing on the first such date to occur after the date hereof, and on the date on which all the Commitments shall have terminated and the Lenders shall have no further Exposures. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a commitment of a Lender shall be deemed to be used to the extent of the outstanding Loans of and outstanding BL/As accepted by such Lender. (b) The applicable Canadian Borrowing Subsidiary agrees to pay to the Administrative Agent, for the account of each Canadian Tranche Lender, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal to the (i) the product of the Applicable Rate and the face amount of each B/A accepted by such Lender multiplied by (ii) a fraction the numerator of which is the number of days in the Contract Period applicable to such B/A and the denominator of which is 365. (c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent specified above for distribution, in the case of commitment fees, to the Lenders. Fees paid shall not be refundable under any circumstances.C Obligations; and

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent, in US Dollars, for the account of the office Lenders in accordance with each Lender's Commitment Percentage, a fee (or Affiliate) of each Lender (exceptthe "Commitment Fee"), in from the case of any Defaulting LenderEffective Date through the Maturity Date, computed as provided in Section 2.20) from which such Lender would make Loans follows: an amount, determined periodically as hereinafter set forth, equal to the Company in US Dollars hereunder product of (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to i) Applicable Commitment Fee Percentage times (ii) the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment fee, which shall accrue at the Applicable Rate on the average daily unused amount unadvanced portion of the Total Commitment of Amount during such Lender during the period from and including the date hereof to but excluding the date on which the last of such Commitments terminatesperiod. Accrued commitment fees The Commitment Fee shall be payable quarterly in arrears on the last day of each March, June, September and December of each year, commencing on the first such date to occur after day following the date hereofEffective Date, on any optional reduction of the Total Commitment Amount, and on the date on which all the Commitments shall have terminated and the Lenders shall have no further ExposuresMaturity Date. All commitment fees The Commitment Fee shall be computed calculated on the basis of a 360 day year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a commitment of a Lender shall be deemed to be used to the extent of the outstanding Loans of and outstanding B/As accepted by such Lenderelapsed. (b) The applicable Canadian Borrowing Subsidiary Borrower agrees to pay to the Administrative Agent, Agent for the account of each Canadian Tranche LenderLender a participation fee with respect to its participations in Letters of Credit (the "LC Fee"), on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee shall accrue at a rate per annum equal to the greater of the product of (i) the product of the Applicable Rate and the face amount of each B/A accepted by such Lender multiplied by Margin, times (ii) a fraction the numerator average daily amount of such Lender's LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which is the number of days in the Contract Period applicable to such B/A Lender's Commitment terminates and the denominator of date on which is 365such Lender ceases to have any LC Exposure. (c) The Company agrees to Borrower shall pay to the Administrative AgentIssuing Bank, for its own account, the Issuing Bank's fronting fees payable with respect to the issuance of each Letter of Credit in the amounts and at the times separately an amount agreed upon to between the Company Issuing Bank and the Administrative AgentBorrower and the Issuing Bank's standard fees with respect to the amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. (d) All fees and other amounts payable hereunder under paragraphs (a), (b) and (c) of this Section shall be paid on the dates due, in immediately available funds, to the Administrative Agent specified above for distribution, in the case of commitment feesthe Commitment Fee and LC Fee described therein, and other fees and amounts payable under this Section shall be paid directly to the LendersCredit Party to whom such fees and other amounts are payable. Fees and other amounts paid shall not be refundable under any circumstances.

Fees. (a1) The Company agrees to pay Subject to the Administrative Agentlimitations and restrictions set forth in this Agreement, in US Dollars, for DIRECTV will pay Company a continuing service fee (the account of the office (or Affiliate"Continuing Service Fee") of each Lender (except, as set forth in the case Fee Schedule set forth in EXHIBIT B incorporated herein, representing a percentage of all DIRECTV Programming Packages revenue (excluding any Defaulting LenderTaxes, as provided applicable fees and revenue received in Section 2.20connection with pay-per-view or other non-subscription programming) received by DIRECTV from which such Lender would make Loans to each Qualifying Subscriber (the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph"Net Revenues"), a commitment fee, which shall accrue at the Applicable Rate on the daily unused amount of the Commitment of such Lender during the period from and including the date hereof to but excluding the date on which the last of such Commitments terminates. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year, commencing on the first date of activation of such date Qualifying Subscriber until the earlier of (a) the termination or expiration of this Agreement for any reason or (b) the termination, deactivation or discontinuation of such Qualifying Subscriber's DIRECTV Programming Package for any reason. In addition, an activation fee will be paid to occur after Company at the date hereof, and time of activation of service for a Qualifying Subscriber ("Activation Fee") based on the date on requirements and guidelines as set forth in EXHIBIT B. Such Activation Fees are subject to chargebacks under certain circumstances as specified in EXHIBIT B. "Qualifying Subscriber" shall mean a Residential Household located within the Territory from which all Company solicits and takes the Commitments shall have terminated and the Lenders shall have no further Exposures. All commitment fees shall be computed on the basis of initial order for a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a commitment of a Lender shall be deemed to be used DIRECTV Programming Package pursuant to the extent terms of this Agreement and which order is transmitted to DIRECTV in accordance with the outstanding Loans terms of this Agreement and outstanding B/As accepted approved by such LenderDIRECTV in its sole discretion. (b2) The applicable Canadian Borrowing Subsidiary agrees to pay to All Fees for orders of DIRECTV Programming Packages will be paid within "*" days after the Administrative Agentaccounting month, for as such accounting month is determined by DIRECTV (the account of each Canadian Tranche Lender, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder"Accounting Month"), in Canadian Dollars, an acceptance fee equal to the (i) the product of the Applicable Rate and the face amount of each B/A accepted by which DIRECTV receives payment for such Lender multiplied by (ii) a fraction the numerator of which is the number of days in the Contract Period applicable to such B/A and the denominator of which is 365DIRECTV Programming Package. (c3) The Company understands that DIRECTV will pay Fees as set forth herein for DIRECTV Programming Packages sold by Company to Residential Households in areas in the Territory which have not been purchased by the National Rural Telecommunications Cooperative ("NRTC"). DIRECTV will pay Fees for DIRECTV Programming Packages sold by Company to Residential Households in areas in the Territory which have been purchased by the NRTC only in the amount and for the period of time that NRTC reimburses DIRECTV for such Fee payments. Attached as EXHIBIT C is a map indicating the areas in the Territory purchased by the NRTC. As those NRTC territories which have agreed to reimburse DIRECTV become known to DIRECTV, DIRECTV shall provide Company with a list of such territories. Upon execution of this Agreement, DIRECTV agrees to pay to the Administrative Agent, for its own account, fees payable provide Company with a complete list of NRTC zip codes in the amounts and at the times separately agreed upon between the Company and the Administrative Agentan electronic format. (d4) All fees payable hereunder Company shall be paid on the dates duenot earn, in immediately available fundsand DIRECTV shall not pay, any Fees or other amounts for any order of a DIRECTV Programming Package that is not accurately, completely and properly transmitted to DIRECTV by Company promptly pursuant to the Administrative Agent specified above for distribution, terms set forth in the case of commitment fees, this Agreement and those Policies and Procedures described herein below. Notwithstanding anything to the Lenders. Fees paid shall not be refundable under any circumstances.contrary contained herein, "***"

Fees. (a) From the Amendment No. 10 Effective Date to and including the Revolving Credit Termination Date, the Company agrees to pay to the Administrative Agent for the ratable account of the Banks in each Applicable Tranche a commitment fee of 10/100 of 1% per annum (on the basis of a year consisting of 360 days and for actual days elapsed) on the daily amount of the excess of (i) the amount of the Aggregate Applicable Tranche Commitments under each such Applicable Tranche over (ii) the aggregate principal amount of all outstanding Loans (excluding any Swingline Loans, provided that in the event the participating interests in all Applicable Tranche Swingline Loans outstanding on such date have been fully funded in accordance with Section 2.14(a), the Applicable Tranche Swingline Exposure of each Applicable Bank under each such Applicable Tranche shall not be excluded from such aggregate principal amount or, in the event that such participating interests are not fully funded, only the participating interests acquired and so partially funded by such Bank in accordance with Section 2.14(a) in respect of any such outstanding Applicable Tranche Swingline Loans shall not be excluded from such aggregate principal amount), payable in arrears on the last day of each fiscal quarter of the Company hereafter and on the Revolving Credit Termination Date, commencing on the first of such dates to occur after the date hereof. (b) The Company agrees to pay to the Administrative Agent, in US Dollars, Agent for the ratable account of the office (or Affiliate) of each Lender (except, Banks the fees in the case of any Defaulting Lender, as provided in Section 2.20) from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender amounts and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment fee, which shall accrue at the Applicable Rate times set forth on the daily unused amount of the Commitment of such Lender during the period from and including the date hereof to but excluding the date on which the last of such Commitments terminates. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year, commencing on the first such date to occur after the date hereof, and on the date on which all the Commitments shall have terminated and the Lenders shall have no further Exposures. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a commitment of a Lender shall be deemed to be used to the extent of the outstanding Loans of and outstanding B/As accepted by such Lender. (b) The applicable Canadian Borrowing Subsidiary agrees to pay to the Administrative Agent, for the account of each Canadian Tranche Lender, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal to the (i) the product of the Applicable Rate and the face amount of each B/A accepted by such Lender multiplied by (ii) a fraction the numerator of which is the number of days in the Contract Period applicable to such B/A and the denominator of which is 365Schedule 2.8. (c) The Company agrees to pay to the Administrative Agent, the Collateral Monitoring Agent and the Collateral Agent, for its own accounteach of their respective accounts, fees payable in the amounts and at the times separately agreed upon between by the Company and the Administrative AgentCompany. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent specified above for distribution(or the Collateral Agent or Collateral Monitoring Agent, in the case of commitment fees, such fees payable to the LendersCollateral Agent or Collateral Monitoring Agent). Fees paid The Administrative Agent shall not be refundable under distribute any circumstancessuch payments received by it for the account of the Banks to the Banks in accordance with their respective pro rata shares thereof.

Fees. A. Upon the execution of this Agreement, the Company shall pay BHA ten thousand dollars (a$10,000) The Company agrees to pay to the Administrative Agent, in US Dollarsper month, for a period of six (6) months, on the account 15th of each month (or the next business day if the 15th is a weekend) beginning on June 15, 2011. Additionally, BHA or its designees or assignees shall be issued one million (1,000,000) restricted shares of the office Company’s common stock (the “Stock”). B. The Stock and the rights and privileges conferred in whole or Affiliatein part hereby may not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise), and the Company shall have no obligation to transfer such shares, unless registered under the Securities Act of 1933, as amended (the “Act”) of each Lender (exceptor, in the case opinion of counsel to the Company, such transaction is in compliance with or exempt from the registration and prospectus requirements of the Act. Each certificate or other documentation evidencing the ownership of any Defaulting Lendershares of the Stock to be imprinted with a legend in substantially the following form: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT AND THE STATE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION THEREOF, OR (B) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION WITH RESPECT THERETO.” C. The certificate may also bear additional inscriptions that the Company, in its sole and absolute discretion, otherwise deems are required by federal, state, foreign or local securities laws. All shares of Stock shall be subject to such restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the US Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be put on any certificates evidencing such shares to make appropriate reference to such restrictions. D. The Stock is subject to all restrictions in this Agreement. By acceptance of the Stock, the BHA agrees that the Stock will be held for investment and will not be held with a view to their distribution, as provided that term is used in Section 2.20) from which such Lender would make Loans the Act, unless in the opinion of counsel to the Company Company, such distribution is in US Dollars hereunder (which office compliance with or Affiliate shall be specified by each Canadian Tranche Lender exempt from the registration and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment fee, which shall accrue at the Applicable Rate on the daily unused amount prospectus requirements of the Commitment Act. As a condition of such Lender during this Agreement, the period from and including Company may require the date hereof BHA to but excluding the date on which the last of such Commitments terminates. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year, commencing on the first such date to occur after the date hereof, and on the date on which all the Commitments shall have terminated and the Lenders shall have no further Exposures. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable confirm any factual matters reasonably requested by counsel for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a commitment of a Lender shall be deemed to be used to the extent of the outstanding Loans of and outstanding B/As accepted by such LenderCompany. (b) The applicable Canadian Borrowing Subsidiary agrees to pay to the Administrative Agent, for the account of each Canadian Tranche Lender, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal to the (i) the product of the Applicable Rate and the face amount of each B/A accepted by such Lender multiplied by (ii) a fraction the numerator of which is the number of days in the Contract Period applicable to such B/A and the denominator of which is 365. (c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent specified above for distribution, in the case of commitment fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agenteach Lender with a Commitment, in US Dollars, for cash and on the account of the office (or Affiliate) last Business Day of each month and on each date on which any Commitment of such Lender (except, in the case of any Defaulting Lender, shall expire or be terminated as provided in Section 2.20) from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph)herein, a commitment fee, which shall accrue at the Applicable Rate fee (a “Commitment Fee”) equal to 9.00% per annum on the daily unused amount of the Commitment of such Lender during such month (or other period commencing with the period from Closing Date and including ending with the date hereof to but excluding the date on which the last of such Commitments terminates. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year, commencing on the first such date to occur after the date hereof, and on the date on which all the Commitments shall have terminated and the Lenders shall have no further ExposuresRevolving Loan Termination Date). All commitment fees Commitment Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes in a year of computing commitment fees, a commitment of a Lender shall be deemed to be used to the extent of the outstanding Loans of and outstanding B/As accepted by such Lender360 days. (b) The applicable Canadian Borrowing Subsidiary Borrower agrees to pay to the Administrative Agent, for Agent the account of each Canadian Tranche Lender, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal to the (i) the product of the Applicable Rate fees and the face amount of each B/A accepted by such Lender multiplied by (ii) a fraction the numerator of which is the number of days amounts set forth in the Contract Period applicable to such B/A and Fee Letter (the denominator of which is 365. (c) “Administrative Agent Payments”). The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. (d) All fees payable hereunder Agent Payments shall be paid on the dates due, in immediately available funds, to the Administrative Agent specified above for distribution, in Agent. (c) The Borrower agrees to promptly pay to the case SPV Lender an amount equal to the aggregate amount of commitment fees, taxes (including withholding taxes) and other expenses (excluding principal, premium and interest payments on New Lender Notes, but including fees and expenses of third parties in connection with the issuance and administration of, as well as compliance with and administration of, the New Lender Notes, as well expenses of the holders of, and trustees, collateral agents and other representatives under, the New Lender Notes that the SPV Lender may be required to pay or reimburse) (the Lenders“SPV Lender Expenses”) as the SPV Lender may owe, incur, pay or become obliged to pay from time to time, upon demand. Fees paid Presentment of such demand will be conclusive evidence that such expenses are due, payable and owing. Once paid, the SPV Lender Expenses shall be fully earned and shall not be refundable under any circumstances. (d) All Fees shall be paid on the dates due, in immediately available funds, to the applicable payee. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Company agrees 5.1 As consideration for this Agreement and the Specified Waivers and Consents and other modifications contained herein and in the other Note Documents, the Issuer has agreed to pay to the Administrative Collateral Agent, in US Dollars, for the account benefit of each of the office Holders, a fee (the “Amendment Fee”) in an amount equal to 5.00% of the aggregate principal amounts of any and all outstanding Convertible Notes and other Obligations advanced or Affiliateotherwise owed under the Note Documents, including, without limitation, any fees, the capitalized interest and any premiums (including, without limitation, any Make-Whole Amount or any other amounts or premiums comprising the Applicable Redemption Amount (if any)) (collectively, the “Outstanding Amounts”). 5.2 The Amendment Fee shall be for the ratable benefit of each Lender (exceptHolder on a pro rata basis. The Amendment Fee shall be fully earned, in and capitalized and added to the case principal balance of any Defaulting Lenderthe Loans, as provided in Section 2.20) from which such Lender would make Loans of the Effective Date. 5.3 Each Holder party hereto, by delivering its signature page to the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment fee, which shall accrue at the Applicable Rate Agreement on the daily unused amount of the Commitment of such Lender during the period from and including the date hereof to but excluding the date on which the last of such Commitments terminates. Accrued commitment fees shall be payable in arrears on the last day of MarchEffective Date, June, September and December of each year, commencing on the first such date to occur after the date hereof, and on the date on which all the Commitments shall have terminated and the Lenders shall have no further Exposures. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a commitment of a Lender shall be deemed to have consented to, approved or accepted or to be used satisfied with, this Agreement and each other document required hereunder or thereunder to be consented to, approved by or acceptable or satisfactory to such Holder (if any), unless the Collateral Agent shall have received notice from any such Holder prior to the extent Effective Date specifying its objection thereto 5.4 All parties to this Agreement agree and acknowledge that the Holders will have suffered damages on account of the outstanding Loans Specified Events of Default and outstanding B/As accepted by that, in view of the difficulty in ascertaining the amount of such Lenderdamages, the Amendment Fee constitutes a reasonable compensation and liquidated damages to compensate the Holders on account thereof, the Amendment Fee shall be earned in full on the Effective Date, and shall be due and payable in full in cash, in all respects in accordance with the terms of the Amended Note Purchase Agreement. 5.5 All accrued fees and expenses of the Collateral Agent and Holders including the fees described in the Amended Note Purchase Agreement and included in the flow of funds delivered pursuant to Section 4.1(vii) above and the fees and expenses of external counsel (b) The applicable Canadian Borrowing Subsidiary agrees to pay including Sidley Austin LLP and any local counsel to the Administrative Agent, for Collateral Agent and Holders invoiced at least one (1) Business Day prior to the account of each Canadian Tranche Lender, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunderEffective Date), in Canadian Dollarseach case, an acceptance fee equal shall have been paid as consideration for this Agreement and the limited waivers and consents contained in Section 2 and the other amendments and modifications to the (i) the product of the Applicable Rate and the face amount of each B/A accepted by such Lender multiplied by (ii) a fraction the numerator of which is the number of days Note Documents entered into in the Contract Period applicable to such B/A and the denominator of which is 365connection with this Agreement. (c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent specified above for distribution, in the case of commitment fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Reseller agrees to pay ▇▇▇▇▇▇▇.▇▇▇ the fees and costs set forth in Exhibit F --------- at the frequencies and time periods set forth therein. If no payment date is set forth in Exhibit F, then Reseller shall pay ▇▇▇▇▇▇▇.▇▇▇ within thirty (30) days --------- following the receipt of a ▇▇▇▇▇▇▇.▇▇▇ invoice. Any unpaid amounts due to the Administrative Agent▇▇▇▇▇▇▇.▇▇▇ by Reseller, in US Dollarswhen due under Section V, for the account of the office (or Affiliate) of each Lender (exceptherein, in the case of any Defaulting Lender, as provided in Section 2.20) from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate shall be specified subject to an interest fee calculated from the date due at the rate of one and one-half percent (1.5%) per month (eighteen percent (18%) per annum) or the highest rate allowable by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph)applicable law, a commitment fee, which whichever rate is less. Said interest fee shall accrue at the Applicable Rate on the daily unused amount of the Commitment of such Lender during the period from and including the date hereof to but excluding the date on which the last of such Commitments terminates. Accrued commitment fees shall be payable compounded annually, until paid in arrears on the last day of March, June, September and December of each year, commencing on the first such date to occur after the date hereof, and on the date on which all the Commitments shall have terminated and the Lenders shall have no further Exposures. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a commitment of a Lender shall be deemed to be used to the extent of the outstanding Loans of and outstanding B/As accepted by such Lenderftill. (b) The applicable Canadian Borrowing Subsidiary agrees During the Term of this Agreement and for a period of [TWO ( 2 ) years] --------------- thereafter, Reseller shall maintain complete and accurate financial records with respect to pay matters covered by this Agreement in accordance with generally accepted accounting principles. ▇▇▇▇▇▇▇.▇▇▇ shall have the right, at its own expense, upon reasonable prior notice, to the Administrative Agent, for the account of each Canadian Tranche Lender, on each date on which B/As drawn by periodically inspect and audit these records. If such Canadian Borrowing Subsidiary are accepted inspection and audit reveals that Reseller has underpaid ▇▇▇▇▇▇▇.▇▇▇ with respect to any amounts due and payable hereunder, in Canadian DollarsReseller shall immediately pay the ftill amount of such underpayment, an acceptance fee together with interest equal to the greater of (i) the product of the Applicable Rate one and the face amount of each B/A accepted by such Lender multiplied by one-half percent (1.5%) or (ii) a fraction the numerator highest interest rate permitted by law, commencing on the date that such amount was due, and further provided that if the amount of which is such underpayment equals or exceeds five percent (5%) of the number total amounts due and payable by Reseller, Reseller shall reimburse ▇▇▇▇▇▇▇.▇▇▇ for the cost of days in the Contract Period applicable to such B/A inspection and the denominator of which is 365audit. (c) The Company agrees Reseller shall submit to pay ▇▇▇▇▇▇▇.▇▇▇, via email or any other delivery method reasonably requested by ▇▇▇▇▇▇▇.▇▇▇, within ten (10) days of the end of the preceding month, a statement setting forth information related to Reseller's performance herein, including, without limitation, the Administrative AgentReseller's name, for its own accounteach End User name, fees payable in the amounts vertical market, volume, number of users and at the times separately agreed upon between the Company and the Administrative Agentany other information reasonably requested by ▇▇▇▇▇▇▇.▇▇▇. (d) All For purposes of this Agreement, ▇▇▇▇▇▇▇.▇▇▇ recognizes the fees payable earned hereunder shall be paid on the dates due, in immediately available funds, for Coverage Areas utilizing ▇▇▇▇▇▇▇.▇▇▇ Technology that incorporates ▇▇▇▇▇▇▇.▇▇▇ traffic sensors according to the Administrative Agent specified above following formula: fifty percent (50%) for distributiontraditional traffic gathering operations, in the case of commitment fees, to the Lenders. Fees paid shall not be refundable under any circumstancestwenty-five percent (25%) for public agency sensors and twenty-five percent (25%) for ▇▇▇▇▇▇▇.▇▇▇ sensors.

Fees. (a) The Company Borrower agrees to pay to Lenders having Revolving Exposure (for purposes of clarity, excluding each Issuing Bank, in its capacity as such): (i) commitment fees accruing at 0.50% per annum on the average of the daily difference between (a) the Revolving Commitments, and (b) the aggregate principal amount of (x) all outstanding Revolving Loans (for the avoidance of doubt, excluding Swing Line Loans) plus (y) the Letter of Credit Usage; and (ii) subject to 2.4(i), letter of credit fees accruing at the Applicable Margin for Revolving Loans that are Eurodollar Rate Loans on the average aggregate daily maximum amount available to be drawn under all such Letters of Credit (regardless of whether any conditions for drawing could then be met and determined as of the close of business on any date of determination). Notwithstanding the foregoing, any commitment fee which accrued with respect to the Revolving Commitment 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 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 Borrower prior to such time; and provided, further, that no such commitment fee shall accrue on the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. All fees referred to in this Section 2.11(a) shall be paid to Administrative Agent at its Principal Office and upon receipt, Administrative Agent shall promptly distribute to each Lender its Pro Rata Share thereof. (b) Borrower agrees to pay directly to each Issuing Bank, for its own account, the following fees: (i) a fronting fee accruing at 0.125% per annum on the average aggregate daily maximum amount available to be drawn under all Letters of Credit issued by such Issuing Bank (determined as of the close of business on any date of determination); and (ii) such documentary and processing charges for any issuance, amendment, transfer or payment of a Letter of Credit as are in accordance with such Issuing Bank’s standard schedule for such charges and as in effect at the time of such issuance, amendment, transfer or payment, as the case may be. (c) Borrower agrees to pay on the Third Restatement Date to Administrative Agent, in US Dollars, for the account of the office (or Affiliate) of each Lender (except, in the case of any Defaulting Lenderparty to this Agreement as a Lender on Third Restatement Date, as provided fee compensation for the funding of such Lender’s Tranche B Term Loans, a closing fee in Section 2.20) from which such Lender would make Loans an amount equal to the Company percentage of the stated principal amount of such Lender’s Tranche B Term Loans set forth in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment Schedule 2.11(c) payable to such Lender under this paragraphfrom the proceeds of its Tranche B Term Loan as and when funded on the Third Restatement Date. Such closing fee will be in all respects fully earned, due and payable on the Third Restatement Date and non-refundable and non-creditable thereafter. (d) All fees referred to in Section 2.11(a) and 2.11(b)(i) shall be calculated on the basis of a 360-day year and the actual number of days elapsed and shall be payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year during the Revolving Commitment Period, commencing on March 31, 2012, and on the Revolving Commitment Termination Date. (e) In addition to any of the foregoing fees, Borrower agrees to pay to Agents such other fees in the amounts and at the times separately agreed upon. - 68 - (f) Borrower agrees to pay on the Series A Tranche B Term Loan Funding Date to Administrative Agent, for the account of each New Term Loan Lender party to the Series A Tranche B Term Loan Joinder Agreement, as fee compensation for the funding of such New Term Loan Lender’s Series A Tranche B Term Loans, a closing fee in an amount equal to 2.50% of the aggregate principal amount of such New Term Loan Lender’s Series A Tranche B Term Loans funded as of the Series A Tranche B Term Loan Funding Date. (g) Borrower agrees to pay on the Series B Tranche B Term Loan Funding Date to Administrative Agent, for the account of each New Term Loan Lender party to the Series B Tranche B Term Loan Joinder Agreement, as fee compensation for the funding of such New Term Loan Lender’s Series B Tranche B Term Loans, a closing fee in an amount equal to 2.00% of the aggregate principal amount of such New Term Loan Lender’s Series B Tranche B Term Loans funded as of the Series B Tranche B Term Loan Funding Date. (h) Borrower agrees to pay on New Revolving Loan Commitment Effective Date to Administrative Agent, for the account of each New Revolving Loan Lender party to the Revolving Loan Commitment Increase Joinder Agreement, as fee compensation for the commitments of such New Revolving Loan Lender’s New Revolving Loan Commitments (as defined in the Revolving Loan Commitment Increase Joinder Agreement), a commitment fee, which shall accrue at closing fee in an amount equal to 1.00% of the Applicable Rate aggregate principal amount of such New Revolving Loan Lender’s New Revolving Loan Commitments as of the New Revolving Loan Commitment Effective Date. (i) Borrower agrees to pay on the daily unused Series C Tranche B Term Loan Funding Date to Administrative Agent, for the account of each New Term Loan Lender party to the Series C Tranche B Term Loan Joinder Agreement, (1) as fee compensation for the funding of such New Term Loan Lender’s Series C Tranche B Term Loans, a closing fee in an amount equal to 0.50% of the aggregate principal amount of such New Term Loan Lender’s Series C Tranche B Term Loans funded as of the Commitment Series C Tranche B Term Loan Funding Date, and (2) a nonrefundable ticking fee on the amount of such Lender during New Term Loan Lender’s respective New Term Loan Commitment (as in effect on such date), for the period from and including the date hereof October 4, 2012 to but excluding the date on which the last of such Commitments terminates. Accrued commitment fees shall be payable in arrears on the last day of MarchSeries C Tranche B Term Loan Funding Date, Juneat a rate per annum, September and December of each year, commencing on the first such date to occur after the date hereof, and on the date on which all the Commitments shall have terminated and the Lenders shall have no further Exposures. All commitment fees shall be computed calculated on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including expired during the first day but excluding the last day). For purposes of computing commitment feesapplicable period, a commitment of a Lender shall be deemed equal to be used to the extent of the outstanding Loans of and outstanding B/As accepted by such Lender3.25%. (bj) The applicable Canadian Borrowing Subsidiary Borrower agrees to pay on the Amendment No. 3 Effective Date to the Administrative Agent, for the account of each Canadian Tranche Lender, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal to the (i) each New Term Loan Lender (as defined in Amendment No. 3) party to Amendment No. 3, as fee compensation for the product funding of such New Term Loan Lender’s Series A-1 Tranche A Term Loans, a closing fee in an amount equal to 0.10% of the Applicable Rate and the face aggregate principal amount of each B/such New Term Loan Lender’s Series A-1 Tranche A accepted by such Lender multiplied by Term Loans funded on the Amendment No. 3 Effective Date, and (ii) each New Revolving Loan Lender (as defined in Amendment No. 3) party to Amendment No. 3, as fee compensation for the establishment of the New Revolving Loan Commitments (as defined in Amendment No. 3) of such New Revolving Loan Lender, a fraction closing fee in an amount equal to 0.10% of the numerator aggregate principal amount of which is the number New Revolving Commitments of days such New Revolving Loan Lender established as of the Amendment No. 3 Effective Date; provided that, notwithstanding the foregoing, (x) the closing fee payable to any New Term Loan Lender in respect of Exchanged Series A-1 Tranche A Term Loans (as defined in Amendment No. 3) shall be 0.10% of the Contract Period applicable aggregate principal amount of such Exchanged Series A-1 Tranche A Term Loans, and (y) with respect to any New Revolving Loan Lender that had outstanding Revolving Commitments immediately prior to the Amendment No. 3 Effective Date, the closing fee payable to such B/A and New Revolving Loan Lender in respect of the denominator aggregate principal amount of which is 365. (c) The Company agrees its New Revolving Loan Commitments that are equal to pay or less than the aggregate principal amount of its Revolving Commitments that were outstanding immediately prior to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. (d) All fees payable hereunder Amendment No. 3 Effective Date shall be paid on 0.10% of the dates due, in immediately available funds, to aggregate principal amount of its New Revolving Loan Commitments established as of the Administrative Agent specified above for distribution, in the case of commitment fees, to the LendersAmendment No. Fees paid shall not be refundable under any circumstances.3

Fees. (a) The Company agrees to Seller shall pay to the Administrative Agent, in US Dollars, for Servicer a fee (the account “Servicer Fee”) equal to the Servicer Fee Rate multiplied by the average daily Outstanding Balance of the office (or Affiliate) Pool Assets from the date of each Lender (except, in this Agreement until the case of any Defaulting Lender, as provided in Section 2.20) from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment fee, which shall accrue at the Applicable Rate on the daily unused amount later of the Commitment of such Lender during the period from and including the date hereof to but excluding last Termination Date for all Asset Interests or the date on which the last of such Commitments terminates. Accrued commitment fees shall be Facility Capital is reduced to zero, payable in arrears on each Monthly Settlement Date. From and after the last day replacement of MarchColonial Bank as Servicer hereunder, June, September and December of each year, commencing the Program Agent may negotiate another percentage per annum on the first average daily Outstanding Balance of the Pool Assets to be paid to such date to occur after successor Servicer, but in no event in excess of 110% of the date hereof, reasonable costs and on expenses of the date on which all Servicer in administering and collecting the Commitments shall have terminated and the Lenders shall have no further ExposuresPool Assets. All commitment fees shall be computed on the basis of a year of 360 days and The Servicer Fee shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment feesonly from Interest Collections pursuant to, a commitment of a Lender shall be deemed to be used and subject to the extent priority of the outstanding Loans of and outstanding B/As accepted by such Lenderpayments set forth in, Section 2.04. (b) The applicable Canadian Borrowing Subsidiary agrees After the removal or resignation of Colonial Bank as Facility Custodian pursuant to the Custodial Agreement, the Seller shall pay to any successor Facility Custodian a COLONIAL BANK WAREHOUSE LOAN PURCHASE AGREEMENT fee (the Administrative Agent“Custodian Fee”) equal to a percentage per annum to be negotiated by the Program Agent on the average daily Outstanding Balance of the Pool Assets, for the account of each Canadian Tranche Lender, on each date on related Mortgage Files with respect to which B/As drawn are held by such Canadian Borrowing Subsidiary are accepted hereundersuccessor Facility Custodian, but in Canadian Dollarsno event in excess of 110% of the reasonable costs and expenses of such successor in performing its obligations as Facility Custodian. The Custodian Fee shall be payable only from Interest Collections pursuant to, an acceptance fee equal and subject to the (i) the product priority of the Applicable Rate and the face amount of each B/A accepted by such Lender multiplied by (ii) a fraction the numerator of which is the number of days in the Contract Period applicable to such B/A and the denominator of which is 365payment set forth in, Section 2.04. (c) The Company agrees to On each Monthly Settlement Date, the Seller shall pay to the Administrative AgentOriginator a fee (the “Originator Fee”) equal to the lesser of (i) the Originator Fee Rate multiplied by the average daily Outstanding Balance of the Pool Assets during the immediately preceding Month or (ii) all Interest Collections available pursuant to Section 2.04(c)(v) on such Monthly Settlement Date, from the date of this Agreement until the later of the last Termination Date for its own accountall Asset Interests or the date on which the Facility Capital is reduced to zero. The Originator Fee shall be payable only from Interest Collections pursuant to, fees payable in and subject to the amounts and at the times separately agreed upon between the Company and the Administrative Agentpriority of payment set forth in, Section 2.04. (d) All The Seller shall pay to the Program Agent and each Group Agent certain fees payable hereunder shall be paid (collectively, the “Fees”) in the amounts and on the dates dueset forth in one or more separate fee agreements among the Seller, in immediately available fundsthe Program Agent and each Group Agent (collectively, as the same may be amended, restated, supplemented or otherwise modified from time to time, the Administrative Agent specified above for distribution, in the case of commitment fees, to the Lenders. Fees paid shall not be refundable under any circumstances“Fee Agreement”).

Fees. (a) The Company agrees Borrowers agree to pay to the Administrative Agent, in US Dollars, Agent for the account of the office (or Affiliate) of each Lender (except, in the case of any Defaulting Lender, as provided in Section 2.20) from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment fee, which shall accrue at the Applicable Rate for each day on the daily unused amount of the unused Revolving Commitment of such Lender on such day at a rate equal to (i) for any day on or prior to September 13, 2013, when the Leverage Ratio at the end of the then most recent period of four fiscal quarters for which financial statements have been delivered pursuant to Section 5.01(a) or (b) shall be less than 1.00 to 1.00, 0.250% per annum, and (ii) for any other day, the applicable rate set forth in the table below based on Average Utilization during the most recently ended fiscal quarter of the Company (or shorter period from and including the date hereof to but excluding Third Restatement Effective Date until the date on which the last end of such Commitments terminates. a fiscal quarter): ≥ 35% 0.250% < 35% 0.375% Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December first Business Day of each yearJanuary, April, July and October, commencing on the first such date to occur after the date hereofThird Restatement Effective Date, and on the date on which all the Revolving Commitments shall have terminated and the Lenders shall have no further Exposuresterminate. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)elapsed. For purposes of computing commitment fees, a commitment the Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and outstanding B/As accepted by the Swingline Exposure and participations in Protective Advances and Overadvances of such LenderLender shall be disregarded for such purpose). (b) The applicable Canadian Borrowing Subsidiary agrees Borrowers agree to pay (i) to the Administrative Agent, Agent for the account of each Canadian Tranche Lender a participation fee with respect to its participation in each Standby Letter of Credit or Commercial Letter of Credit at the Applicable Rate for a Letter of Credit of such type, in each case on the average daily amount of the portion of such Lender, on each ’s LC Exposure attributable to such Letter of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Third Restatement Effective Date to but excluding the later of the date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal to the (i) the product of the Applicable Rate Lender’s Revolving Commitment terminates and the face amount of each B/A accepted by date on which such Lender multiplied by ceases to have any LC Exposure, and (ii) to each Issuing Bank a fraction fronting fee, which shall accrue at the numerator rate or rates per annum separately agreed upon between the Company and such Issuing Bank, on the average daily amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Third Restatement Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which is there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of each calendar month shall be payable on the first Business Day of the next succeeding month, commencing on the first such date to occur after the Third Restatement Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Banks pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days in the Contract Period applicable to such B/A and the denominator of which is 365elapsed. (c) The Company agrees Borrowers agree to pay to the Administrative Agent, for its own account, fees payable in the amounts and payable at the times separately agreed upon between the Company and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent specified above (or to the applicable Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstancescircumstances (absent manifest error in the amount paid).

Fees. (a) The Company agrees Borrowers, jointly and severally, agree to pay to the Administrative Agent, in US Dollars, Agent for the account of the office (or Affiliate) of each Lender (except, in the case of any Defaulting Lender, as provided in Section 2.20) from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment facility fee, which shall accrue (i) during the period from and including the Effective Date to but excluding the date on which such Lender’s Commitment terminates, at the Applicable Facility Fee Rate on the average daily unused amount of the Commitment of such Lender (whether used or unused), and (ii) to the extent any Lender has any Revolving Credit Exposure after its Commitment terminates, at the Facility Fee Rate on the Revolving Credit Exposure of such Lender during the period from and including the date hereof on which its Commitment terminates to but excluding the date on which the last of such Commitments terminatesLender ceases to have any Revolving Credit Exposure. Accrued commitment facility fees shall be payable in arrears on the last day of March, June, September and December of each yearyear and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof, and on ; provided that any facility fees accruing after the date on which all the Commitments terminate shall have terminated and the Lenders shall have no further Exposuresbe payable on demand. All commitment facility fees shall be computed on the basis of a year of 360 365 or 366 days, as applicable, and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrowers, jointly and severally, agree to pay: (i) to the Administrative Agent, for the account of each Lender in accordance with its Applicable Percentage, a participation fee with respect to the Lenders’ participations in Letters of Credit (including Extended Expiration Letters of Credit), which shall accrue (A) in the case of each Performance Standby Letter of Credit, at the Performance Standby LC Participation Fee Rate on the average daily amount available to be drawn under such Performance Standby Letter of Credit during the period from and including the date of issuance of such Letter of Credit to but excluding the earlier of (1) the date on which such Letter of Credit expires or terminates and (2) the Maturity Date, and (B) in the case of each Financial Standby Letter of Credit, at the Financial Standby LC Participation Fee Rate on the average daily amount available to be drawn under such Financial Standby Letter of Credit during the period from and including the date of issuance of such Letter of Credit to but excluding the earlier of (1) the date on which such Letter of Credit expires or terminates and (2) the Maturity Date; (ii) to each Issuing Bank, for its own account, a letter of credit fee with respect to each Extended Expiration Letter of Credit issued by such Issuing Bank, which shall accrue (A) in the case of each Extended Expiration Letter of Credit that is a Performance Standby Letter of Credit, at the Performance Standby LC Participation Fee Rate on the average daily amount available to be drawn under such Performance Standby Letter of Credit during the period from and including the later of (1) the date of issuance of such Letter of Credit and (2) the Maturity Date to but excluding the date on which such Performance Standby Letter of Credit expires or terminates, and (B) in the case of each Extended Expiration Letter of Credit that is a Financial Standby Letter of Credit, at the Financial Standby LC Participation Fee Rate on the average daily amount available to be drawn under such Financial Standby Letter of Credit during the period from and including the later of (1) the date of issuance of such Letter of Credit and (2) the Maturity Date to but excluding the date on which such Financial Standby Letter of Credit expires or terminates; and (iii) to each Issuing Bank, for its own account, a fronting fee with respect to each Letter of Credit issued by such Issuing Bank, which shall accrue at the rate of 0.200% per annum on the average daily amount available to be drawn under such Letter of Credit during the period from and including the date of issuance of such Letter of Credit to but excluding the date on which such Letter of Credit expires or terminates, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of such Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears in Dollars on the third Business Day after such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this paragraph shall be payable in Dollars within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 365 or 366 days, as applicable, and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes The amount of computing commitment participation and fronting fees payable hereunder shall be set forth in a written invoice or other notice delivered to the Borrowers by the Administrative Agent or, in the case of fronting fees, a commitment of a Lender shall be deemed to be used to by the extent of the outstanding Loans of and outstanding B/As accepted by such Lender. (b) The applicable Canadian Borrowing Subsidiary agrees to pay to the Administrative Agent, for the account of each Canadian Tranche Lender, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal to the (i) the product of the Applicable Rate and the face amount of each B/A accepted by such Lender multiplied by (ii) a fraction the numerator of which is the number of days in the Contract Period applicable to such B/A and the denominator of which is 365Issuing Bank. (c) The Company agrees Borrowers, jointly and severally, agree to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company WIL and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent specified above (or to any Issuing Bank, in the case of fees payable to it) for ratable distribution, in the case of commitment feesfacility fees and participation fees to the extent described in this Section 2.09, to the Lenders. Fees paid shall not be refundable under any circumstancescircumstances (unless otherwise agreed by the Administrative Agent with respect to fees payable to the Administrative Agent for its own account).

Fees. (a) The Company agrees to pay IAA a transaction fee (the “Transaction Fee”) in an amount equal to (a) 1.0% (one percent) of the total gross proceeds of the Public Offering Shares, less (b) the aggregate amount of Expenses (as defined in the Company/A&S Letter Agreement) reimbursed to the Administrative Agentlead underwriter and lead manager in connection with the IPO transaction, in US Dollars, for less (c) the account aggregate amount of other expenses incurred by or on behalf of the office Company (including without limitation expenses and fees payable or Affiliatereimbursable to IAA pursuant to this Agreement, but excluding the General Advisory Fee (as defined below)) in connection with the IPO transaction (excluding the costs of each Lender (exceptthe Company’s counsel and internal and external accounting expenses). Notwithstanding the foregoing, the parties hereto agree that the Transaction Fee shall not exceed an amount equal to $100,000. The Company shall provide evidence of all such expenses in the case of any Defaulting Lender, as provided in Section 2.20) from which such Lender would make Loans reasonable detail to the Company in US Dollars hereunder (which office or Affiliate IAA. The Transaction Fee shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered payable on the earliest to occur of (i) if the Administrative Agent option to purchase Green Shoe Shares is exercised, the fifth business day after the closing date of the purchase of the Green Shoe Shares, (ii) if the option to purchase the Green Shoe Shares is not exercised prior to the initial payment to such Lender under this paragraph), a commitment fee, which shall accrue at the Applicable Rate on the daily unused amount expiration of the Commitment applicable overallotment period, the fifth business day after the expiration of such Lender during overallotment period, and (iii) if the period from and including option to purchase the date hereof to but excluding Green Shoe Shares is irrevocably waived by the date on which underwriter(s) in the last IPO, the fifth business day after such waiver. For the avoidance of such Commitments terminates. Accrued commitment fees doubt, no Transaction Fee shall be payable in arrears on to IAA if the last day of MarchIPO is not consummated. In addition, Junethe Company agrees, September and December of each year, commencing on the first such date to occur after the date hereof, and on the date on which all the Commitments shall have terminated and the Lenders shall have no further Exposures. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a commitment of a Lender shall be deemed to be used to the extent of the outstanding Loans closing of and outstanding B/As accepted by such Lender. the purchase of the Initial Shares in the IPO, to (bx) The applicable Canadian Borrowing Subsidiary agrees to pay to the Administrative Agent, for the account of each Canadian Tranche Lender, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance IAA a general advisory fee equal to $125,000 (the “General Advisory Fee”) payable in U.S. dollars, and (iy) issue a warrant (the product “Warrant”) to purchase 150,000 shares of Class A Common Stock of the Applicable Rate and Company, which Warrant will have an exercise price per share of 125% of the face amount of each B/A accepted by such Lender multiplied by (ii) a fraction the numerator of which is the number of days gross per share offering price in the Contract Period applicable to IPO, will expire on the fourth anniversary of the closing of the purchase of the Initial Shares in the IPO, and will be on such B/A other terms and the denominator of which is 365. (c) The Company agrees to pay subject to the Administrative Agent, for its own account, fees payable conditions set forth in the amounts and at the times separately agreed upon a warrant agreement to be entered into between the Company and IAA. For the Administrative Agent. avoidance of doubt, no General Advisory Fee shall be payable to IAA and no Warrant shall be issued to IAA if the IPO is not consummated. Finally, the Company agrees reimburse IAA for all reasonable out-of-pocket expenses payable to unaffiliated third parties incurred by IAA in connection with the IPO (“IAA Expenses”); provided, however, that IAA shall receive prior written approval of the Company in respect of any IAA Expenses to be incurred in an amount equal to or in excess of $5,000 individually (the “IAA Individual Threshold”) or $20,000 in the aggregate (the “IAA Aggregate Threshold”), such approvals not to be unreasonably withheld or delayed; provided further, however, that once the Company has approved exceeding the IAA Aggregate Threshold, then IAA shall notify the Company promptly in respect of any IAA Expenses incurred in an amount less than the IAA Individual Threshold. In any event, IAA shall not incur IAA Expenses in excess of $25,000 in the aggregate without the prior written approval of the Company, which may be withheld in its sole discretion. Notwithstanding the foregoing, the parties hereto agree that IAA Expenses reimbursable to IAA shall not exceed an amount equal to $45,000 in the aggregate. IAA shall provide evidence to the Company of all the IAA Expenses incurred by IAA in accordance with this paragraph, which evidence shall be in reasonable detail. Any IAA Expenses reimbursable to IAA in accordance with this paragraph shall be paid within three business days following receipt of the evidence of the incurrence thereof; provided, however, that no IAA Expenses shall be reimbursed by the Company to IAA unless the IPO is consummated. For the avoidance of doubt, the sum of all IAA Expenses shall be considered independent of, and in addition to, the General Advisory Fee, Transaction Fee and the Warrant. IAA will indemnify, defend and hold harmless the Company, N▇▇▇ Partners, LLC, their affiliates and their respective officers, directors, agents, employees, subsidiaries, partners, members, employees, agents and each person who controls (within the meaning of Section 15 of the Securities Act of 1933) any of such persons (each an “Indemnified Party”), from and against any and all losses, claims (including without limitation any claim by a third party that such party is owed any fees, expenses, securities or any compensation), damages, expenses (including without limitation reasonable fees, disbursements and other charges of counsel incurred by an Indemnified Party in any action or any written threat of a claim and costs of investigation) or other liabilities (collectively, “Losses”), resulting from or arising out of this Agreement or any other agreement involving IAA, on the one hand, and the Company or A▇▇▇▇▇▇▇ & S▇▇▇▇▇▇▇▇, Incorporated, on the other hand. IAA’s maximum aggregate liability for Losses under this indemnification provision to all Indemnified Parties shall not exceed the sum of (a) the Transaction Fee, (b) the General Advisory Fee, (c) the value of the Warrant, and (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent specified above for distribution, in the case amount of commitment fees, to the Lenders. Fees paid shall not be refundable under any circumstancesIAA Expenses actually reimbursed.

Fees. (a) The Company agrees to shall pay to the Administrative Agent, in US Dollars, Agent for the account of the office (or Affiliate) of each Lender (except, in the case of any Defaulting US$ Lender, as provided US$-Canadian Lender, Multi-Currency Lender or Brazilian Lender commitment fees in Section 2.20) from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment fee, which shall accrue at the Applicable Rate on the daily average unused amount of such Lender’s US$ Commitment, US$-Canadian Commitment, Multi-Currency Commitment or Brazilian Commitment, as the Commitment case may be, (for which purpose, (i) the aggregate amount of such Lender during any Letter of Credit Liabilities under the period from and including US$ Commitments, the date hereof to but excluding Multi-Currency Commitments or the date on which the last of such Brazilian Commitments terminates. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year, commencing on the first such date to occur after the date hereof, and on the date on which all the Commitments shall have terminated and the Lenders shall have no further Exposures. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a commitment of a Lender shall be deemed to be used a pro rata (based on the US$ Commitments, the Multi-Currency Commitments, or the Brazilian Commitments, as the case may be) use of each Lender’s US$ Commitment, Multi-Currency Commitment or Brazilian 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 extent allocation of the outstanding Loans 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 outstanding B/As accepted by such Lender. (b) including the earlier of the date the Revolving Commitments are terminated and the Commitment Termination Date, at a rate per annum equal to the Applicable Commitment Fee Rate in effect from time to time. Accrued commitment fees under this Section 2.03 shall be payable on the Quarterly Dates and on the earlier of the date the Revolving Commitments are terminated and the Commitment Termination Date. The applicable Canadian Borrowing Subsidiary agrees Company shall pay to JPMorgan Chase Bank on the Effective Date syndication, agency and additional commitment fees in the amounts heretofore mutually agreed in writing. The Company shall pay to the Administrative Agent, for Agent on the account of each Canadian Tranche Lender, Effective Date and on each date on which B/As drawn by such Canadian Borrowing Subsidiary anniversary thereof, so long as any of the Revolving Commitments are accepted in effect and until payment in full of all Loans hereunder, in Canadian Dollarsall interest thereon and all other amounts payable hereunder, an acceptance annual agency fee equal to the (i) the product of the Applicable Rate and the face amount of each B/A accepted by such Lender multiplied by (ii) a fraction the numerator of which is the number of days in the Contract Period applicable to such B/A and the denominator of which is 365amount heretofore mutually agreed in writing. (c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent specified above for distribution, in the case of commitment fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay or cause to be paid to the Administrative Agent, in US Dollars, Agent for the account of the office (or Affiliate) of each Lender (except, in the case of any Defaulting Lender, as provided in Section 2.20) from which such Lender would make Loans that has executed and delivered a counterpart to the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered this Amendment to the Administrative Agent on or prior to December 12, 2014 (the initial payment to such Lender under this paragraph“Consent Deadline”), a commitment fee, which shall accrue at the Applicable Rate on the daily unused consent fee in an amount equal to 0.10% of such Lender’s Revolving Commitment as of the Commitment Second Amendment Effective Date (for the avoidance of such Lender during the period from and including the date hereof to but excluding the date on which the last of such Commitments terminates. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year, commencing on the first such date to occur after the date hereofdoubt, and on after giving effect to the date on which all the Commitments shall have terminated Commitment Increase and the Lenders shall have no further Exposures. All commitment fees shall be computed on amendment set forth in Section 3(b)) (the basis of a year of 360 days “Consent Fee”), payable on, and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a commitment of a Lender shall be deemed to be used subject to the extent of occurrence of, the outstanding Loans of and outstanding B/As accepted by such LenderSecond Amendment Effective Date. (b) The applicable Canadian Borrowing Subsidiary Borrower agrees to pay or cause to be paid to the Administrative Agent, for the account of each Canadian Tranche Lender, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal to the (i) for the product ratable benefit of each Lender providing the Commitment Increase as of the Applicable Rate and Commitment Increase Effective Date, an upfront fee in an amount equal to 0.25% of the face aggregate amount of each B/A accepted the Commitment Increase provided by such Lender multiplied by on the Commitment Increase Effective Date, due and payable on the Commitment Increase Effective Date and (ii) a fraction for the numerator ratable benefit of which is each Lender increasing the number amount of days in the Contract Period applicable to such B/A and the denominator of which is 365. (c) The Company agrees to pay its Revolving Commitment pursuant to the Administrative Agentamendment set forth in Section 3(b), for an upfront fee in an amount equal to 0.25% of the aggregate amount of such increase in its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. (d) All fees payable hereunder shall be paid Revolving Commitment provided by such Lender on the dates dueSecond Amendment Effective Date, due and payable on the Second Amendment Effective Date (the fees described in immediately available fundsclauses (i) and (ii) collectively, to the Administrative Agent specified above for distribution, in the case of commitment fees, to the Lenders. Fees paid shall not be refundable under any circumstances“Upfront Fee”).

Fees. (a) [Reserved]. (b) The Company Borrower from time to time agrees to pay (i) to each Lender (other than any Defaulting Lender), through the Administrative Agent, in US Dollars, for the account of the office ten (or Affiliate10) of each Lender (except, in the case of any Defaulting Lender, as provided in Section 2.20) from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment fee, which shall accrue at the Applicable Rate on the daily unused amount of the Commitment of such Lender during the period from and including the date hereof to but excluding the date on which the last of such Commitments terminates. Accrued commitment fees shall be payable in arrears on Business Days after the last day of March, June, September and December of each year, commencing on the first such date to occur after the date hereof, year and on the date on which the Participation Obligations of all the Commitments shall have terminated and the Lenders shall have no further Exposuresbe terminated as provided herein, a fee (a “L/C Participation Fee”) on such Lender’s Applicable Percentage of the daily aggregate L/C Exposure (excluding the portion thereof attributable to L/C Borrowings and unreimbursed L/C Disbursements), during the preceding quarter (or shorter period commencing with the Second Out Effective Date and ending with the later of the Maturity Date or the date on which the Participation Obligations shall be terminated) at the rate per annum equal to 4.00% and (ii) to each Issuing Bank, for its own account, (x) ten (10) Business Days after the last day of March, June, September and December of each year and on the date on which the Participation Obligations 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 effectiveness of this Agreement and including the termination of such Letter of Credit, computed at a rate equal to 0.125% of the daily average stated amount of such Letter of Credit), plus (y) in connection with the amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank’s customary documentary and processing charges (collectively, “Issuing Bank Fees”). All commitment fees L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes in a year of computing commitment fees, a commitment of a Lender shall be deemed to be used to the extent of the outstanding Loans of and outstanding B/As accepted by such Lender. (b) The applicable Canadian Borrowing Subsidiary agrees to pay to the Administrative Agent, for the account of each Canadian Tranche Lender, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal to the (i) the product of the Applicable Rate and the face amount of each B/A accepted by such Lender multiplied by (ii) a fraction the numerator of which is the number of days in the Contract Period applicable to such B/A and the denominator of which is 365360 days. (c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. (d) All fees payable hereunder Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent specified above for distribution, in if and as appropriate, among the case of commitment feesLenders, except that Issuing Bank Fees shall be paid directly to the Lendersapplicable Issuing Banks. Once paid, none of the Fees paid shall not be refundable under any circumstances. For the avoidance of doubt, without limitation of any fees provided for hereunder or in any other Loan Document, following the occurrence of the Second Out Effective Date, no fees provided for under the Existing Credit Agreement with regard to Existing Letters of Credit shall continue to accrue in favor of any Issuing Bank or Lender party hereto or any other Person party to the Existing Credit Agreement.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent, in US Dollars: (i) unused commitment fees, for the account of the office (or Affiliate) of each Lender (except, in the case of any Defaulting Lender, as provided in Section 2.20) from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment fee, which shall accrue at the Applicable Commitment Fee Rate on the daily unused amount of the undrawn portion of the Revolving Commitment of such Lender during the period from and including the date hereof July 17, 2024 to but excluding the date on which the last Lenders’ Revolving Commitments terminate; it being understood that the Letter of Credit Usage of a Lender shall be included in the drawn portion of the Revolving Commitment of such Lender for purposes of calculating the commitment fee; provided that, if such Lender continues to have any Revolving Exposure after its Revolving Commitment terminates, then such commitment fee shall continue to accrue on the daily amount of such ▇▇▇▇▇▇’s Revolving Exposure from and including the date on which its Revolving Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Exposure; and (ii) a Letter of Credit participation fee, for the account of each Lender, which shall accrue on the daily maximum stated amount then available to be drawn under such Letter of Credit at the same Applicable Rate used to determine the interest rate applicable to Term Benchmark Revolving Loans, during the period from and including the Effective Date to but excluding the later of the date on which such ▇▇▇▇▇▇’s Revolving Commitment terminates and the date on which such Lender ceases to have any Letter of Credit Usage. All fees referred to in this Section 2.09(a) shall be paid to the Administrative Agent at its Principal Office and upon receipt, the Administrative Agent shall promptly distribute to each Lender its Pro Rata Share thereof. (b) The Borrower agrees to pay directly to the applicable Issuing Bank, for its own account, the following fees: (i) a fronting fee equal to 0.125%, per annum, multiplied by the face amount of such Letters of Credit issued during such year without regard to whether any such Letter of Credit remains outstanding; and (ii) such documentary and processing charges for any issuance, amendment, transfer or payment of a Letter of Credit as are in accordance with the applicable Issuing Bank’s standard schedule for such charges and as in effect at the time of such issuance, amendment, transfer or payment, as the case may be. (c) All fees referred to in Section 2.09(a) and Section 2.09(b)(i) shall be calculated on the basis of a 360 day year and the actual number of days elapsed (including the first day and the last day of each period but excluding the date on which the Revolving Commitments terminates. Accrued commitment fees terminate) and shall be payable quarterly in arrears on the fifteenth (15th) day following such last day of March, June, September and December of each yearon the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereof, and on ; provided that any commitment fees accruing after the date on which all the Revolving Commitments shall have terminated and the Lenders shall have no further Exposures. All commitment fees shall be computed on the basis of a year of 360 days and terminate shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a commitment of a Lender shall be deemed to be used to the extent of the outstanding Loans of and outstanding B/As accepted by such Lenderon demand. (bd) The applicable Canadian Borrowing Subsidiary In addition to any of the foregoing fees, the Borrower agrees to pay to the Administrative Agent, for the account of each Canadian Tranche Lender, on each date on which B/As drawn by Agents such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal to the (i) the product of the Applicable Rate and the face amount of each B/A accepted by such Lender multiplied by (ii) a fraction the numerator of which is the number of days in the Contract Period applicable to such B/A and the denominator of which is 365. (c) The Company agrees to pay to the Administrative Agent, for its own account, other fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agentupon. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent specified above for distribution, in the case of commitment fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to Lenders having Revolving Exposure (for purposes of clarity, excluding the Issuing Bank, in its capacity as such): (i) commitment fees accruing at 0.50% per annum on the average of the daily difference between (a) the Revolving Commitments, and (b) the aggregate principal amount of (x) all outstanding Revolving Loans (for the avoidance of doubt, excluding Swing Line Loans) plus (y) the Letter of Credit Usage; and (ii) letter of credit fees accruing at the Applicable Margin for Revolving Loans that are Eurodollar Rate Loans on the average aggregate daily maximum amount available to be drawn under all such Letters of Credit (regardless of whether any conditions for drawing could then be met and determined as of the close of business on any date of determination). Notwithstanding the foregoing, any commitment fee which accrued with respect to the Revolving Commitment 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 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 Borrower prior to such time; and provided, further, that no such commitment fee shall accrue on the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. All fees referred to in this Section 2.11(a) shall be paid to Administrative Agent at its Principal Office and upon receipt, Administrative Agent shall promptly distribute to each Lender its Pro Rata Share thereof. (b) Borrower agrees to pay directly to Issuing Bank, for its own account, the following fees: (i) a fronting fee accruing at 0.25% per annum on the average aggregate daily maximum amount available to be drawn under all Letters of Credit (determined as of the close of business on any date of determination); and (ii) such documentary and processing charges for any issuance, amendment, transfer or payment of a Letter of Credit as are in accordance with Issuing Bank’s standard schedule for such charges and as in effect at the time of such issuance, amendment, transfer or payment, as the case may be. (c) Borrower agrees to pay on the Third Restatement Date to Administrative Agent, in US Dollars, for the account of the office (or Affiliate) of each Lender (except, in the case of any Defaulting Lenderparty to this Agreement as a Lender on Third Restatement Date, as provided fee compensation for the funding of such Lender’s Tranche B Term Loans, a closing fee in Section 2.20) from which such Lender would make Loans an amount equal to the Company percentage of the stated principal amount of such Lender’s Tranche B Term Loans set forth in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment Schedule 2.11(c) payable to such Lender under this paragraphfrom the proceeds of its Tranche B Term Loan as and when funded on the Third Restatement Date. Such closing fee will be in all respects fully earned, due and payable on the Third Restatement Date and non-refundable and non-creditable thereafter. (d) All fees referred to in Section 2.11(a) and 2.11(b)(i) shall be calculated on the basis of a 360-day year and the actual number of days elapsed and shall be payable quarterly in arrears on CG&R Draft Last Saved: 12/21/201201/23/2013 11:03 am 8950852v42:57 pm 8597568v15 March 31, June 30, September 30 and December 31 of each year during the Revolving Commitment Period, commencing on March 31, 2012, and on the Revolving Commitment Termination Date. (e) In addition to any of the foregoing fees, Borrower agrees to pay to Agents such other fees in the amounts and at the times separately agreed upon. (f) Borrower agrees to pay on the Series A Tranche B Term Loan Funding Date to Administrative Agent, for the account of each New Term Loan Lender party to the Series A Tranche B Term Loan Joinder Agreement, as fee compensation for the funding of such New Term Loan Lender’s Series A Tranche B Term Loans, a closing fee in an amount equal to 2.50% of the aggregate principal amount of such New Term Loan Lender’s Series A Tranche B Term Loans funded as of the Series A Tranche B Term Loan Funding Date. (g) Borrower agrees to pay on the Series B Tranche B Term Loan Funding Date to Administrative Agent, for the account of each New Term Loan Lender party to the Series B Tranche B Term Loan Joinder Agreement, as fee compensation for the funding of such New Term Loan Lender’s Series B Tranche B Term Loans, a closing fee in an amount equal to 2.00% of the aggregate principal amount of such New Term Loan Lender’s Series B Tranche B Term Loans funded as of the Series B Tranche B Term Loan Funding Date. (h) Borrower agrees to pay on New Revolving Loan Commitment Effective Date to Administrative Agent, for the account of each New Revolving Loan Lender party to the Revolving Loan Commitment Increase Joinder Agreement, as fee compensation for the commitments of such New Revolving Loan Lender’s New Revolving Loan Commitments (as defined in the Revolving Loan Commitment Increase Joinder Agreement), a commitment fee, which shall accrue at closing fee in an amount equal to 1.00% of the Applicable Rate aggregate principal amount of such New Revolving Loan Lender’s New Revolving Loan Commitments as of the New Revolving Loan Commitment Effective Date. (i) Borrower agrees to pay on the daily unused Series C Tranche B Term Loan Funding Date to Administrative Agent, for the account of each New Term Loan Lender party to the Series C Tranche B Term Loan Joinder Agreement, (1) as fee compensation for the funding of such New Term Loan Lender’s Series C Tranche B Term Loans, a closing fee in an amount equal to 0.50% of the aggregate principal amount of such New Term Loan Lender’s Series C Tranche B Term Loans funded as of the Commitment Series C Tranche B Term Loan Funding Date, and (2) a nonrefundable ticking fee on the amount of such Lender during New Term Loan Lender’s respective New Term Loan Commitment (as in effect on such date), for the period from and including the date hereof October 4, 2012 to but excluding the date on which the last of such Commitments terminates. Accrued commitment fees shall be payable in arrears on the last day of MarchSeries C Tranche B Term Loan Funding Date, Juneat a rate per annum, September and December of each year, commencing on the first such date to occur after the date hereof, and on the date on which all the Commitments shall have terminated and the Lenders shall have no further Exposures. All commitment fees shall be computed calculated on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including expired during the first day but excluding the last day). For purposes of computing commitment feesapplicable period, a commitment of a Lender shall be deemed equal to be used to the extent of the outstanding Loans of and outstanding B/As accepted by such Lender3.25%. (bj) The applicable Canadian Borrowing Subsidiary Borrower agrees to pay on the Amendment No. 3 Effective Date to the Administrative Agent, for the account of each Canadian Tranche Lender, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal to the (i) each New Term Loan Lender (as defined in Amendment No. 3) party to Amendment No. 3, as fee compensation for the product funding of such New Term Loan Lender’s Series A-1 Tranche A Term Loans, a closing fee in an amount equal to 0.10% of the Applicable Rate and the face aggregate principal amount of each B/such New Lender’s Series A-1 Tranche A accepted by such Lender multiplied by Term Loans funded on the Amendment No. 3 Effective Date, and (ii) each New Revolving Loan Lender (as defined in Amendment No. 3) party to Amendment No. 3, as fee compensation for the establishment of the New Revolving Loan Commitments (as defined in Amendment No. 3) of such New Revolving Loan Lender, a fraction closing fee in an amount equal to 0.10% of the numerator aggregate principal amount of which is the number New Revolving Commitments of days such New Revolving Loan Lender established as of the Amendment No. 3 Effective Date; provided that, notwithstanding the foregoing, (x) the closing fee payable to any New Term Loan Lender in respect of Exchanged Series A-1 Tranche A Term Loans (as defined in Amendment No. 3) shall be 0.10% of the Contract Period applicable aggregate principal amount of such Exchanged Series A-1 Tranche A Term Loans, and (y) with respect to any New Revolving Loan Lender that had outstanding Revolving Commitments immediately prior to the Amendment No. 3 Effective Date, the closing fee payable to such B/A and New Revolving Loan Lender in respect of the denominator aggregate principal amount of which is 365. (c) The Company agrees its New Revolving Loan Commitments that are equal to pay or less than the aggregate principal amount of its Revolving Commitments that were outstanding immediately prior to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. (d) All fees payable hereunder Amendment No. 3 Effective Date shall be paid on 0.10% of the dates due, in immediately available funds, to aggregate principal amount of its New Revolving Loan Commitments established as of the Administrative Agent specified above for distribution, in the case of commitment fees, to the LendersAmendment No. Fees paid shall not be refundable under any circumstances3 Effective Date.

Fees. (a) The Company Borrower agrees to pay to each Lender, through the Administrative Agent, on the last day of March, June, September and December in each year and on each date on which any Commitment of such Lender shall expire or be terminated as provided herein, a commitment fee (a "Commitment Fee") equal to the Applicable Percentage set forth under the heading "Fee Percentage" in the definition of the term "Applicable Percentage" per annum in effect from time to time on the daily unused amount of the Commitments of such Lender during the preceding quarter (or other period commencing with the Closing Date or ending with the Revolving Credit Maturity Date or the date on which the Commitments 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. The Commitment Fee due to each Lender shall commence to accrue on the Closing Date and shall cease to accrue on the date on which the Commitment of such Lender shall expire or be terminated as provided herein. For purposes of this Section 2.05, the unused amount of any Lender's Revolving Credit Commitment on any date shall equal such Lender's Revolving Credit Commitment on such date minus such Lender's Revolving Credit Exposure on such date. (b) The Borrower agrees to pay to the Administrative Agent, in US Dollarsfor its own account, for the account of the office (or Affiliate) of each Lender (except, administrative fees set forth in the case of any Defaulting Fee Letter at the times and in the amounts specified therein (the "Administrative Agent Fees"). (c) The Borrower agrees to pay (i) to each Revolving Credit Lender, as provided in Section 2.20) from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to through the Administrative Agent prior to the initial payment to such Lender under this paragraph)Agent, a commitment fee, which shall accrue at the Applicable Rate on the daily unused amount of the Commitment of such Lender during the period from and including the date hereof to but excluding the date on which the last of such Commitments terminates. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year, commencing on the first such date to occur after the date hereof, year and on the date on which the Revolving Credit Commitment of such Lender shall be terminated as provided herein, a fee (an "L/C Participation Fee") calculated on such Lender's Pro Rata Percentage of the daily aggregate L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Credit Maturity Date or the date on which all the Commitments shall Letters of Credit have terminated been canceled or have expired and the Revolving Credit Commitments of all Lenders shall have no further Exposuresbeen terminated) at a rate 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 2.06, and (ii) to the Issuing Bank with respect to each Letter of Credit the standard fronting, issuance and drawing fees specified from time to time by the Issuing Bank (the "Issuing Bank Fees"). All commitment fees L/C Participation Fees and Issuing Bank Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes in a year of computing commitment fees, a commitment of a Lender shall be deemed to be used to the extent of the outstanding Loans of and outstanding B/As accepted by such Lender. (b) The applicable Canadian Borrowing Subsidiary agrees to pay to the Administrative Agent, for the account of each Canadian Tranche Lender, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal to the (i) the product of the Applicable Rate and the face amount of each B/A accepted by such Lender multiplied by (ii) a fraction the numerator of which is the number of days in the Contract Period applicable to such B/A and the denominator of which is 365. (c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent360 days. (d) All fees payable hereunder Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent specified above for distribution, in if and as appropriate, among the case of commitment feesLenders, except that the Issuing Bank Fees shall be paid directly to the LendersIssuing Bank. Once paid, none of the Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent (i) the fees in the amounts and on the dates as set forth in the Engagement Letter and (ii) for its own account, the annual administration fee separately agreed in writing between the Borrower and the Administrative Agent, in US Dollars, for the account of the office (or Affiliate) of each Lender (exceptand, in the case of each case, to perform any Defaulting Lender, as provided in Section 2.20other obligations contained therein. (b) from which such Lender would make Loans The Borrower agrees to the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered pay to the Administrative Agent prior for the ratable account of each Revolving Lender according to its Revolving Loan Percentage a commitment fee at a rate per annum equal to the initial payment Commitment Fee Percentage (computed on the basis of a year of 360 days and the actual number of days elapsed) on the average daily aggregate Unused Revolving Commitments (the “Commitment Fee”); provided, however, that no Commitment Fee shall accrue to the Unused Revolving Credit Commitment of a Defaulting Lender, or be payable for the benefit of such Lender, so long as such Lender under this paragraph), shall be a commitment fee, which shall accrue at the Applicable Rate on the daily unused Defaulting Lender. Such Commitment Fee amount of the Commitment of such Lender during the period from accrued through and including the date hereof to but excluding the date on which the last of such Commitments terminates. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each yearyear shall be payable quarterly in arrears on the third Business Day following the Borrower’s receipt of an invoice from Administrative Agent for such period, commencing on the first such date to occur after the date hereof, and ; provided that such Commitment Fee shall also be payable on the date on which the Revolving Commitments terminate. (c) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender (other than a Defaulting Lender) a participation fee with respect to its participations in Documentary Credits, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Revolving LoansBorrowings on the average daily amount of such Lender’s DC Exposure (excluding any portion thereof attributable to unreimbursed DC Disbursements) during the period from and including the Closing Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any DC Exposure, and (ii) to the relevant Issuing Bank a fronting fee, as may be agreed between the Issuing Bank and the Borrower, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Documentary Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following the Borrower’s receipt of an invoice from Administrative Agent for such period, 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 terminate and any such fees accruing after the date on which the Commitments terminate shall have terminated and the Lenders be payable on demand. Any other fees payable to any Issuing Bank pursuant to this paragraph shall have no further Exposuresbe payable within 10 days after demand (accompanied by reasonable back-up documentation relating thereto). All commitment participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a commitment of a Lender shall be deemed to be used to the extent of the outstanding Loans of and outstanding B/As accepted by such Lender. (bd) The applicable Canadian Borrowing Subsidiary agrees to Borrower shall pay to the Administrative AgentAgent for the ratable account of each 2019 Incremental Term Loan Lender having a 2019 Incremental Term Loan Commitment a ticking fee (the “2019 Incremental Term Loan Ticking Fee”) during the 2019 Incremental Term Loan Availability Period in Dollars equal to the outstanding 2019 Incremental Term Loan Commitments multiplied by a per annum rate equal to the Ticking Fee Percentage (computed on the basis of a year of 360 days and the actual number of days elapsed); provided, however, that no 2019 Incremental Term Loan Ticking Fee shall accrue on the outstanding 2019 Incremental Term Loan Commitment of a Defaulting Lender, or be payable for the benefit of such Defaulting Lender, so long as such Lender shall be a Defaulting Lender. The 2019 Incremental Term Loan Ticking Fee shall accrue on the outstanding 2019 Incremental Term Loan Commitments from and including the last day on which the 2019 Incremental Term Loan Ticking Fee was paid (or if no such payment has yet been made, from and including the 2019 Incremental Amendment Effective Date). Such 2019 Incremental Term Loan Ticking Fee amount accrued through and including the last day of March, June, September and December of each year during the 2019 Incremental Term Loan Availability Period shall be payable quarterly in arrears on the third Business Day following the Borrower’s receipt of an invoice from Administrative Agent for such period, commencing on the first such date to occur after the date hereof; provided that such 2019 Incremental Term Loan Ticking Fee shall also be payable on the earlier to occur of (A) the 2019 Incremental Term Loan Funding Date and (B) the 2019 Incremental Term Loan Commitment Termination Date. (e) The Borrower shall pay to the Administrative Agent for the account of each Canadian Tranche 2019 Incremental Term Loan Lender, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunderthe 2019 Incremental Term Loan Funding Date, in Canadian Dollars, an acceptance a fee equal to the (i) the product 0.15% of the Applicable Rate and the face aggregate principal amount of each B/A accepted the 2019 Incremental Term Loan so advanced by such 2019 Incremental Term Loan Lender multiplied by (ii) a fraction the numerator of which is the number of days in the Contract Period applicable to such B/A and the denominator of which is 365. (c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent specified above for distribution, in the case of commitment fees, to the Lenders. Fees paid shall not be refundable under any circumstances2019 Incremental Term Loan Funding Date.

Fees. (a) The Company agrees Prior to the earliest of (i) February 3, 2012, (ii) the Pride Merger Effective Date, and (iii) the date of termination of the Pride Merger Agreement, the Borrowers agree to pay to the Administrative Agent, in US Dollars, Agent for the account of each Bank a commitment fee at the office rate per annum set forth in Schedule I hereto under the heading "Commitment Fee" for the relevant Rating Category applicable from time to time calculated (or Affiliatex) prior to October 1, 2011, on the sum of (A) the average daily unused amount of such Bank's Ratable Portion of the Commitment Availability and (B) 50% of such Bank's Ratable Portion of the Excess Commitments and (y) on and after October 1, 2011, on the average daily unused amount of such Bank's Commitment (without giving effect to any limitations on availability). (b) On and after the earliest of (i) February 3, 2012, (ii) the Pride Merger Effective Date, and (iii) the date of termination of the Pride Merger Agreement, the Borrowers agree to pay to the Administrative Agent for the account of each Lender Bank a commitment fee on the average daily unused amount of such Bank's Commitment at the rate per annum set forth in Schedule I hereto under the heading "Commitment Fee" for the relevant Rating Category applicable from time to time. (except, c) All commitment fees are payable (i) from the Effective Date in the case of any Defaulting Lender, as provided in Section 2.20) from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment fee, which shall accrue at the Applicable Rate Bank listed on the daily unused amount signature pages hereof and from the effective date specified in the Assignment and Acceptance (or joinder pursuant to Section 2.19(c)) pursuant to which it became a Bank in the case of each other Bank until the Commitment of such Lender during the period from Termination Date and including the date hereof to but excluding the date on which the last of such Commitments terminates. Accrued commitment fees shall be payable (ii) quarterly in arrears on the last day of each March, June, September and December of each yearDecember, commencing on the first such date to occur after the date hereofJune 30, 2011, and on the date on which all the Commitments shall have terminated and the Lenders shall have no further ExposuresTermination Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a commitment of a Lender shall be deemed to be used Anything herein to the extent contrary notwithstanding, during such period as a Bank is a Defaulting Lender, such Defaulting Lender will not be entitled to any fees accruing during such period pursuant to this Section 2.03(c) (without prejudice to the rights of the outstanding Loans Non-Defaulting Lenders in respect of and outstanding B/As accepted by such Lender. (b) The applicable Canadian Borrowing Subsidiary agrees to pay to the Administrative Agent, for the account of each Canadian Tranche Lender, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal to the (i) the product of the Applicable Rate and the face amount of each B/A accepted by such Lender multiplied by (ii) a fraction the numerator of which is the number of days in the Contract Period applicable to such B/A and the denominator of which is 365. (c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agentfees). (d) All fees payable hereunder The Borrowers shall be paid on the dates due, in immediately available funds, pay to the Administrative Agent specified above for distributionsuch fees as may be separately agreed to by the Borrowers and the Administrative Agent, in as the case of commitment fees, to the Lenders. Fees paid shall not be refundable under any circumstancesmay be.

Fees. (a) The Company agrees to Upon execution of this Agreement, Borrower shall unconditionally pay to the Administrative Agent, in US Dollars, for the account of the office (or Affiliate) of each Lender (except, in the case of any Defaulting Lender, as provided in Section 2.20) from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment fee, which shall accrue at fee equal to Ten Thousand and No/100 Dollars ($10,000.00) (the Applicable Rate on the daily unused amount of the "Commitment of such Lender during the period from and including the date hereof to but excluding the date on which the last of such Commitments terminates. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year, commencing on the first such date to occur after the date hereof, and on the date on which all the Commitments shall have terminated and the Lenders shall have no further Exposures. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last dayFee"). For purposes of computing commitment fees, a commitment of a Lender shall be deemed to be used to the extent of the outstanding Loans of and outstanding B/As accepted by such Lender. (b) The applicable Canadian Borrowing Subsidiary agrees For so long as the Loan is available to Borrower, Borrower unconditionally shall pay to Lender a monthly usage fee (the Administrative Agent, for "Usage Fee") equal to one twelfth (1/12th) of one and one-quarter percent (1.25%) of the account average amount by which the Maximum Loan Amount exceeds the average amount of the outstanding principal balance of the Revolving Credit Loans during the preceding month. The Usage Fee shall be payable monthly in arrears on the first day of each Canadian Tranche Lender, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal to the (i) the product of the Applicable Rate and the face amount of each B/A accepted by such Lender multiplied by (ii) a fraction the numerator of which is the number of days in the Contract Period applicable to such B/A and the denominator of which is 365successive calendar month. (c) The Company agrees For so long as the Loan is available to Borrower, Borrower unconditionally shall pay to Lender a quarterly loan management fee (the Administrative Agent"Loan Management Fee") equal to Three Thousand Seven Hundred Fifty and No/100 Dollars ($3,750.00) per quarter within the Term. The Loan Management Fee shall be payable quarterly in advance on the first day of each February, for its own accountMay, fees payable August and November while this Agreement remains in the amounts and at the times separately agreed upon between the Company and the Administrative Agenteffect. (d) All Borrower shall pay to Lender all reasonable audit and appraisal fees payable hereunder in connection with audits and appraisals of Borrower's books and records on not more than a quarterly basis while no Event of Default exists and is continuing, which shall be paid due and payable on the dates duefirst Business Day of the month following the date of issuance by Lender of a request for payment thereof to Borrower; provided, however, that (i) absent an Event of Default the payment by Borrower of the quarterly Loan Management Fee shall satisfy its payment obligations under this Section 2.4(d) for the applicable quarter, and (ii) following the occurrence or during the continuation of an Event of Default the hourly rates of the professionals selected by Lender to perform the audits and appraisals shall be reasonable in immediately available funds, relation to the Administrative Agent specified above for distributionscope of the services performed. (e) Borrower shall pay to Lender, in the case of commitment on demand, any and all fees, costs or expenses which Lender or any participant pays to a bank or other similar institution (including, without limitation, any fees paid by Lender to any participant) arising out of or in connection with (i) the Lendersforwarding to Borrower or any other Person on behalf of Borrower, by Lender, of proceeds of Revolving Credit Loans made by Lender to Borrower pursuant to this Agreement, and (ii) the depositing for collection, by Lender or any participant, of any check or item of payment received or delivered to Lender or any participant on account of Obligations. (f) Borrower shall pay to Lender, on demand, any and all fees, costs or expenses which Lender pays to Issuing Bank arising out of or in connection with any Letter of Credit issued on behalf of Borrower. Fees paid In addition, on the date that any Letter of Credit is issued or renewed by Issuing Bank, Borrower shall not be refundable under any circumstancespay to Lender a fee equal to four percent (4%) of the face amount of the Letter of Credit issued or renewed.

Fees. (a) The Company Borrower agrees to pay to Lenders (other than Defaulting Lenders) having Revolving Exposure: (i) commitment fees equal to (1) the Administrative Agent, in US Dollars, for the account average of the office daily difference between (or Affiliatea) the Revolving Commitments and (b) the aggregate principal amount of each Lender (exceptx) all outstanding Revolving Loans plus (y) the Letter of Credit Usage, times (2) the Applicable Revolving Commitment Fee Percentage; and (ii) letter of credit fees equal to (1) the Applicable Margin for Revolving Loans that are Eurodollar Rate Loans, times (2) the average aggregate daily maximum amount available to be drawn under all such Letters of Credit (regardless of whether any conditions for drawing could then be met and determined as of the close of business on any date of determination). All fees referred to in the case of any Defaulting Lender, as provided in this Section 2.202.11(a) from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered paid to the Administrative Agent prior at its Principal Office and upon receipt, the Administrative Agent shall promptly distribute to each Lender that has Revolving Exposure its Pro Rata Share thereof. Notwithstanding the foregoing, the aggregate outstanding principal amount of all Swing Line Loans of all Lenders shall be disregarded for purposes of calculating the commitment fee. All fees referred to in this Section 2.11(b) shall be paid in Dollars to the initial Administrative Agent at its Principal Office and upon receipt, the Administrative Agent shall promptly distribute to each Lender that has Revolving Exposure its Pro Rata Share thereof. (b) The Borrower agrees to pay directly to each Issuing Bank, for its own account, the following fees: (i) a fronting fee equal to 0.25%, per annum, times the average aggregate daily maximum amount available to be drawn under all Letters of Credit issued by it (determined as of the close of business on any date of determination); and (ii) such documentary and processing charges for any issuance, amendment, transfer or payment of a Letter of Credit as are in accordance with the Issuing Bank’s standard schedule for such charges and as in effect at the time of such issuance, amendment, transfer or payment, as the case may be. (c) All fees referred to such Lender under this paragraphin Section 2.11(a), a commitment fee, which 2.11(b) and 2.11(c) shall accrue at the Applicable Rate be calculated on the daily unused amount basis of a 360-day year and the Commitment actual number of such Lender during the period from days elapsed and including the date hereof to but excluding the date on which the last of such Commitments terminates. Accrued commitment fees shall be payable quarterly in arrears on the last day of MarchMarch 31, JuneJune 30, September 30 and December 31 of each yearyear during the Revolving Commitment Period, commencing on the first such date to occur after the date hereofClosing Date, and on the date on which all the Commitments shall have terminated and the Lenders shall have no further Exposures. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a commitment of a Lender shall be deemed to be used to the extent of the outstanding Loans of and outstanding B/As accepted by such LenderRevolving Commitment Termination Date. (bd) The applicable Canadian Borrowing Subsidiary In addition to any of the foregoing fees, the Borrower agrees to pay to the Administrative Agent, for the account of each Canadian Tranche Lender, on each date on which B/As drawn by Agents such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal to the (i) the product of the Applicable Rate and the face amount of each B/A accepted by such Lender multiplied by (ii) a fraction the numerator of which is the number of days in the Contract Period applicable to such B/A and the denominator of which is 365. (c) The Company agrees to pay to the Administrative Agent, for its own account, other fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agentupon. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent specified above for distribution, in the case of commitment fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company agrees Borrowers jointly and severally agree to pay to the Administrative Agent, in US Dollars, Agent for the account of the office (or Affiliate) of each Lender (except, in the case of any Defaulting Lender, as provided in Section 2.20) from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment feefee (the “Floor Plan Commitment Fee”), which shall accrue at the Applicable Rate on the daily unused amount of the unused Floor Plan Commitment of such Lender during the period from and including Floor Plan Availability Period at a rate of twenty-five basis points (0.25%) per annum. For purposes of computing the date hereof Floor Plan Commitment Fee, the Floor Plan Commitment of each Lender shall be deemed used to the extent of the outstanding Floor Plan Loans, but excluding the date on which the last not Swing Line Exposure or any Swing Line Loans, of such Commitments terminatesLender. Accrued commitment fees Floor Plan Commitment Fees shall be payable quarterly in arrears on the last day of each March, June, September and December of each yearDecember, commencing on the first such date to occur after the date hereofClosing Date, and on the date on which all the Commitments shall have terminated and the Lenders shall have no further Exposures. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first last day but excluding the last day). For purposes of computing commitment fees, a commitment of a Lender shall be deemed to be used to the extent of the outstanding Loans of and outstanding B/As accepted by such LenderFloor Plan Availability Period. (b) The applicable Canadian Borrowing Subsidiary agrees Borrowers shall pay, or cause to pay be paid, (i) on the Closing Date to the Administrative Agent, for the account of each Canadian Tranche Lender, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal to the (i) the product of the Applicable Rate its Affiliates and the face amount of each B/A accepted by such Lender multiplied by Lenders all fees in the Fee Letter that are due and payable on the Closing Date and (ii) a fraction to the numerator Administrative Agent and its Affiliates all other fees payable from time to time pursuant to the Fee Letter, at the times and in accordance with the terms of which is the number of days in the Contract Period applicable to such B/A and the denominator of which is 365Fee Letter. (c) The Company agrees to pay Anything herein to the Administrative Agentcontrary notwithstanding, for its own accountduring such period as a Lender is a Defaulting Lender, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. such Defaulting Lender will not be entitled to Commitment Fees during such period pursuant to Section 4.2(a) (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, without prejudice to the Administrative Agent specified above for distribution, rights of the Lenders other than Defaulting Lenders in respect of such fees). The pro rata payment provisions of Sections 4.13 and 4.14 shall automatically be deemed adjusted to reflect the case provisions of commitment fees, to the Lenders. Fees paid shall not be refundable under any circumstancesthis clause (c).

Fees. (a) [Intentionally Omitted]. (b) The Company Borrower agrees to pay (i) to the Administrative Agent, in US Dollars, Agent for the account of each Lender, in advance on the office (or Affiliate) date when each Letter of Credit is issued and thereafter on the first day of each Lender (except, in the case of any Defaulting Lender, as provided in Section 2.20) from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph)fiscal quarter, a commitment feeparticipation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans on the average daily unused amount of the Commitment of such Lender Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date hereof Effective Date to but excluding the date on which the last later of such Commitments terminates. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year, commencing on the first such date to occur after the date hereof, and on the date on which all the Commitments shall have terminated such Lender’s Commitment terminates and the Lenders date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank, concurrently with each issuance, amendment, renewal or extension of any Letter of Credit, a fronting fee, equal to (A) $500 for each issuance of a new Letter of Credit and (B) $250 for each amendment, renewal, or extension of any Letter of Credit. Any other fees payable to the Issuing Bank pursuant to this paragraph shall have no further Exposuresbe payable within 10 days after demand. All commitment participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a commitment of a Lender shall be deemed to be used to the extent of the outstanding Loans of and outstanding B/As accepted by such Lender. (b) The applicable Canadian Borrowing Subsidiary agrees to pay to the Administrative Agent, for the account of each Canadian Tranche Lender, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal to the (i) the product of the Applicable Rate and the face amount of each B/A accepted by such Lender multiplied by (ii) a fraction the numerator of which is the number of days in the Contract Period applicable to such B/A and the denominator of which is 365. (c) The Company Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent specified above (or to the Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment facility fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (aA) The Company agrees No Defaulting Lender shall be entitled to receive any commitment or other fees to which it would otherwise be entitled for any period during which that Lender is a Defaulting Lender (and Borrower shall not be required to pay any such fee that otherwise would have been required to the Administrative Agent, in US Dollars, for the account of the office (or Affiliate) of each Lender (except, in the case of any have been paid to that Defaulting Lender, as determined by Administrative Agent). The foregoing shall not obligate Administrative Agent to share any fees with any Lender or otherwise entitle any Lender to any fees except as expressly agreed in writing between Administrative Agent and such Lender or as expressly provided in Section 2.20this Agreement. (B) from which such Lender would make Loans to Notwithstanding the Company in US Dollars hereunder (which office or Affiliate shall be specified by foregoing, each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment fee, which shall accrue at the Applicable Rate on the daily unused amount of the Commitment of such Lender during the period from and including the date hereof to but excluding the date on which the last of such Commitments terminates. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year, commencing on the first such date to occur after the date hereof, and on the date on which all the Commitments shall have terminated and the Lenders shall have no further Exposures. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a commitment of a Defaulting Lender shall be deemed entitled to be used receive L/C Fees for any period during which that Lender is a Defaulting Lender to the extent allocable to its Applicable Percentage of the outstanding Loans stated amount of and outstanding B/As accepted by such LenderLetters of Credit for which it has provided Cash Collateral pursuant to Section 2.19. (bC) The applicable Canadian Borrowing Subsidiary agrees With respect to any L/C Fee not required to be paid to any Defaulting Lender pursuant to clause (A) or (B) above, the Borrower shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in L/C Obligations that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (y) pay to the Administrative AgentIssuing Bank, for the account amount of each Canadian Tranche any such fee otherwise payable to such Defaulting Lender to the extent allocable to the Issuing Bank’s Fronting Exposure to such Defaulting Lender, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal and (z) not be required to pay the (i) the product of the Applicable Rate and the face remaining amount of each B/A accepted by any such Lender multiplied by (ii) a fraction the numerator of which is the number of days in the Contract Period applicable to such B/A and the denominator of which is 365fee. (c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent specified above for distribution, in the case of commitment fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company agrees Borrower shall pay to the Administrative Agent for its own account an annual, non-proratable administration fee in the amount of $80,000, which fee shall be payable in quarterly installments of $20,000, the first such installment to be paid on the Closing Date and, thereafter, on the first Business Day of each April, July, October and January of each year, commencing on April 1, 2019, until such time as the Obligations have been repaid in full. (b) The Borrower shall pay to the Administrative Agent, in US Dollars, for the account of the office (or Affiliate) of each Lender holding an unfunded Commitment, an unused fee equal to one percent (except, in the case of any Defaulting Lender, as provided in Section 2.201%) from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment fee, which shall accrue at the Applicable Rate on the daily unused amount of the Commitment per annum of such Lender during the period from and including the date hereof to but excluding the date on which the last of such Commitments terminates. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year, commencing unfunded Commitment on the first such date to occur Business Day of each calendar month from and after the date hereof, and on Closing Date until such time as the date on which all the Commitments shall Obligations have terminated and the Lenders shall have no further Exposures. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a commitment of a Lender shall be deemed to be used to the extent of the outstanding Loans of and outstanding B/As accepted by such Lenderbeen repaid in full. (bc) The applicable Canadian Borrowing Subsidiary Upon repayment in full of the Obligations (not including that portion of the Obligations constituting the Exit Fee), the Borrower agrees to pay to the Administrative Agent, for the account of each Canadian Tranche LenderLender that holds a Loan on the date of such repayment, the Exit Fee, whether such payment is made before or after an Event of Default or an acceleration of all or any part of the Obligations, and all such Exit Fees shall be characterized as additional interest for all purposes hereunder. (d) In connection with the Loans funded on the Closing Date and on each date on which B/As drawn Funding Date thereafter, Borrower agrees that the funded amount of such Loans to be remitted to Borrower shall be reduced by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal to the original issue discount of (i) with respect to the product Loans funded on the Closing Date, (x) three-quarters of one percent (0.75%) of the Applicable Rate and the face stated principal amount of each B/A accepted by such Lender multiplied by Loans and (y) one and one-quarter percent (1.25%) of the stated principal amount of the Commitment (regardless of whether such Commitment is funded or unfunded as of the Closing Date), and (ii) a fraction with respect to the numerator Loans funded on each Funding Date thereafter, three-quarters of one percent (0.75%) of the stated principal amount of such Loan (collectively, the “OID”), which is the number of days in the Contract Period applicable to such B/A OID shall be fully earned and the denominator of which is 365. (c) The Company agrees to pay to retained by the Administrative Agent, for its own accountthe benefit of the Lenders, fees provided, that, notwithstanding such deduction from the funded amount of the Loans, Borrower remains liable to pay (i) the full principal amount of such Loans (inclusive of such OID), without giving effect to such deduction, which shall be due and payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. (d) All fees payable hereunder shall be paid full, if not earlier in accordance with this Agreement, on the dates dueMaturity Date and (ii) accrued interest on the full outstanding principal amount of such Loans (inclusive of such OID), in immediately available funds, without giving effect to the Administrative Agent specified above for distribution, in the case of commitment fees, to the Lenders. Fees paid shall not be refundable under any circumstancessuch deduction.

Fees. (a) The Company agrees to pay to the Administrative Agent, in US Dollars, In consideration for the account of the office (or Affiliate) of each Lender (except, in the case of any Defaulting Lender, as management consulting services provided in Section 2.20) from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment fee, which shall accrue at the Applicable Rate on the daily unused amount of the Commitment of such Lender during the period UCC from and including the date hereof to but excluding the date on which the last of such Commitments terminates. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year, commencing on the first such date to occur after the date hereofof this Agreement, and for the continuing engagement of UCC as a management consultant as provided herein, the Company shall pay to UCC an aggregate annual management fee (the “Management Fee”) initially equal to $125,000 per year payable quarterly in advance beginning on [December], ___ 2009 (and pro-rated for the third quarter of 2009 based on the number of days during which this Agreement is in effect), and on the date on which all the Commitments shall have terminated and the Lenders shall have no further Exposures. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding of each quarter thereafter during the last day). For purposes of computing commitment fees, a commitment of a Lender shall be deemed to be used to the extent of the outstanding Loans of and outstanding B/As accepted by such LenderTerm. (b) The applicable Canadian Borrowing Subsidiary agrees to pay to Upon the Administrative Agent, for the account of each Canadian Tranche Lender, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal to the both (i) the product Required Holders (as defined in the Certificate of Designations) no longer have the Applicable Rate right to nominate two directors to the Company’s Board of Directors and the face amount of each B/A accepted by such Lender multiplied by (ii) a fraction UCC Investment and its Affiliates, collectively, no longer beneficially own at least forty (40) percent of the numerator Common Stock purchased by it at the Closing (assuming conversion of which is all the number Series D Stock purchased by UCC Investment and exercise of days the Warrant issued to UCC Investment), the Management Fee shall then be equal to $60,250 per year payable quarterly in the Contract Period applicable to such B/A and the denominator of which is 365advance. (c) The If the Company agrees fails to pay to the Administrative AgentManagement Fee in a timely manner, for its own account, fees payable in the amounts and unpaid balance shall accrue interest at the times separately agreed upon between rate of sixteen (16%) percent per annum until such unpaid balance is paid in full. The Management Fee shall be payable regardless of whether UCC has performed any services for the Company during the month to which such Management Fee relates and the Administrative AgentUCC shall not be under any obligation to return such Management Fee. (d) All fees payable hereunder The Company shall also reimburse UCC for all reasonable expenses incurred by UCC in the course of performing its duties under this Agreement. (e) As consideration for the services provided by UCC heretofore in connection with the Purchase Agreement, and as an additional inducement for UCC to enter into this Agreement, the Company shall pay to UCC a closing fee of $325,000 (the “Closing Fee”). The Closing Fee shall be paid deemed earned upon Closing and shall be payable as follows: $162,500 shall be payable at Closing (as defined in the Purchase Agreement) and the remainder shall be payable in six equal monthly installments beginning on [January ___, 2010]. (f) Upon the dates dueClosing, the Company shall reimburse UCC for all out-of-pocket expenses incurred by or on behalf of UCC in connection with the Purchase Agreement and all related matters (not to exceed, in immediately available fundsrespect of such expenses up to and including the Closing, to the Administrative Agent specified above for distribution, in the case of commitment fees, to the Lenders. Fees paid $250,000). (g) This Agreement shall not limit any amounts payable by the Company to UCC or its Affiliates for services requested that are beyond the scope of this Agreement and any such potential fees shall be refundable under any circumstancesdistinct from the Management Fee and shall not reduce the amount of the Management Fee.

Fees. (aA) The Company agrees to In consideration of Yahoo's performance and obligations as set forth herein, US SEARCH will pay to Yahoo on each date set forth in Exhibit M ("Date"), the Administrative Agent, in US Dollars, for payment set forth opposite each such Date (the account of the office (or Affiliate) of each Lender (except, in the case of any Defaulting Lender, as provided in Section 2.20) from which "Payment"). Each such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate Payment shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment fee, which shall accrue at the Applicable Rate on the daily unused amount of the Commitment of such Lender during the period from and including the date hereof to but excluding the date on which the last of such Commitments terminatesnon-refundable. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year, commencing on the first such date to occur after the date hereof, and on the date on which all the Commitments shall have terminated and the Lenders shall have no further Exposures. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a commitment of a Lender shall be deemed to be used to the extent of the outstanding Loans of and outstanding B/As accepted by such Lender***. (bB) The applicable Canadian Borrowing Subsidiary agrees In additional to the Total Contract Payment, US SEARCH shall pay to the Administrative Agent, for the account of each Canadian Tranche LenderYahoo, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereundera monthly basis, in Canadian Dollars*** that result from the Total Page Views that takes place after August 1, 2001, up to *** during the Extended Term ("*** Payment"). Each monthly Click Payment will be paid to Yahoo within fifteen (15) calendar days after receipt of an acceptance fee equal to invoice for *** form the (i) the product of the Applicable Rate and the face amount of each B/A accepted by such Lender multiplied by (ii) a fraction the numerator of which is the number of days in the Contract Period applicable to such B/A and the denominator of which is 365Total Page Views. (cC) The Company agrees In addition to the Total Contract Payment and *** Payment, US SEARCH will pay to Yahoo a *** equal to *** generated by 1) following a link from the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. (d) All fees payable hereunder shall be paid Additional Page Views displayed on the dates due, in immediately available fundsYahoo site, to the Administrative Agent specified above for distributionUS SEARCH site; 2) purchasing any US SEARCH service or product from the web site using US SEARCH's Automated Ordering System; 3) accepting delivery of the products or services at the shipping destination; and 4) remitting payment to US SEARCH. For the purpose of determining *** all calculations of *** generated as a result of this Amendment, in the case shall be net of commitment shipping and handling, any taxes, fees, charge-backs, refunds, set asides and off sets ("Commission"). US SEARCH will pay such *** to Yahoo on a quarterly basis within fifteen (15) days after the end of the previous quarter. US SEARCH will permit Yahoo, at Yahoo's expense, to retain a reputable, independent certified public accounting firm that is reasonably acceptable to US SEARCH solely for the purpose of reviewing, at a mutually agreed upon time during normal business hours, those records of US SEARCH that relate to the Lenderscalculation of Commission due to Yahoo under this Agreement. Fees paid shall In the event that any review reveals an underpayment of more than ten percent (10%), US SEARCH will pay the costs of such review, including, but not be refundable under any circumstanceslimited to, the costs and fees of the accounting firm selected by Yahoo.

Fees. (a) The Company As compensation for Agent's and Lender's costs, skills, services and efforts incurred and expended in making the Revolving Credit Loan and the Letters of Credit available to Borrower, Borrower agrees to pay to the Administrative Agent, in US Dollars, Agent for its own account or the account of Lenders, as the office case may be, the following fees and expenses and to Agent for its own account such other fees as are set forth in a separate fee 14 letter, dated November 3, 1995, between Borrower and Agent: (or Affiliatea) an unused facility fee (the "Non-use Fee") payable to Agent for the ratable benefit of Lenders, subject to the provisions of Section 1.13(e), equal to one-half of one percent (0.5%) per annum on the average unused daily balance of the Lenders' Revolving Credit Commitments, payable in arrears (a) for the preceding calendar month, on the first day of each Lender calendar month commencing January 2, 1996, and (except, in the case of any Defaulting Lender, as provided in Section 2.20b) from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment fee, which shall accrue at the Applicable Rate on the daily unused Commitment Termination Date; provided, however, that for purposes of determining the Non-use Fee, 100% of the face amount of the Commitment Letter of Credit Obligations shall be deemed to be used for purposes of such Lender during calculation. All computations of the period from and including the date hereof to but excluding the date on which the last of such Commitments terminates. Accrued commitment foregoing fees shall be payable in arrears on the last day of March, June, September made by Agent and December of each year, commencing on the first such date to occur after the date hereof, and on the date on which all the Commitments shall have terminated and the Lenders shall have no further Exposures. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable 360-day year, in each case for the actual number of days elapsed (including occurring in the first day but excluding the last day). For purposes of computing commitment fees, a commitment of a Lender shall be deemed to be used to the extent of the outstanding Loans of and outstanding B/As accepted by period for which such Lender.fee is payable; (b) The applicable Canadian Borrowing Subsidiary agrees a termination fee (the "Termination Fee") payable to pay Agent for the ratable benefit of Lenders, in an amount equal to one-half of one percent (0.5%) of the Maximum Revolving Credit Commitment, payable on the date of any termination of the Maximum Revolving Credit Commitment prior to the Administrative Agentfirst anniversary of the Closing Date. The Termination Fee shall also be payable upon any acceleration of the Revolving Credit Loan following an Intentional Default. "Intentional Default" shall mean any action taken by any Loan Party or omission by any of them to take any action with the intent to create, for the account of each Canadian Tranche Lender, on each date on and which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollarsshall have resulted in, an acceptance fee equal to the (i) the product Event of the Applicable Rate and the face amount of each B/A accepted by such Lender multiplied by (ii) a fraction the numerator of which is the number of days in the Contract Period applicable to such B/A and the denominator of which is 365. (c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent specified above for distribution, in the case of commitment fees, to the Lenders. Fees paid shall not be refundable under any circumstances.Default; and

Fees. (a) The Company Borrower shall pay to GE Capital, individually, the Fees specified in that certain fee letter dated as of August 23, 1999 between Holdings and GE Capital (the "GE Capital Fee Letter"), at the times specified for payment therein. (b) As additional compensation for the Revolving Lenders, Borrower agrees to pay to the Administrative Agent, in US Dollars, for the account ratable benefit of such Lenders, in arrears, on the first Business Day of each month prior to the Commitment Termination Date and on the Commitment Termination Date, a fee for Borrower's non-use of available funds in an amount equal to three eighths of one percent (0.375%) per annum (calculated on the basis of a 360 day year for actual days elapsed) of the office difference between (x) the Maximum Amount (as it may be reduced from time to time) and (y) the average for the period of the daily closing balances of the Revolving Loan and the Swing Line Loan outstanding during the period for which the such fee is due. (c) If Borrower prepays the Revolving Loan and terminates the Revolving Loan Commitment, whether voluntarily or Affiliateinvoluntarily and whether before or after acceleration of the Obligations, Borrower shall pay to Agent, for the benefit of Lenders, as liquidated damages and compensation for the costs of being prepared to make funds available hereunder an amount determined by multiplying the Applicable Percentage (as defined below) by the amount of each Lender the Revolving Loan Commitment. As used herein, the term "Applicable Percentage" shall mean (exceptx) three percent (3.0%), in the case of any Defaulting Lender, as provided in Section 2.20) from which such Lender would make Loans to the Company in US Dollars hereunder (which office a prepayment on or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment fee, which shall accrue at the Applicable Rate on the daily unused amount first anniversary of the Commitment of such Lender during the period from and including the date hereof to but excluding the date on which the last of such Commitments terminates. Accrued commitment fees shall be payable in arrears on the last day of MarchClosing Date, June, September and December of each year, commencing on the first such date to occur after the date hereof, and on the date on which all the Commitments shall have terminated and the Lenders shall have no further Exposures. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last dayy) two percent (2.0%). For purposes of computing commitment fees, a commitment of a Lender shall be deemed to be used to the extent of the outstanding Loans of and outstanding B/As accepted by such Lender. (b) The applicable Canadian Borrowing Subsidiary agrees to pay to the Administrative Agent, for the account of each Canadian Tranche Lender, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal to the (i) the product of the Applicable Rate and the face amount of each B/A accepted by such Lender multiplied by (ii) a fraction the numerator of which is the number of days in the Contract Period applicable to such B/A and the denominator of which is 365. (c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent specified above for distribution, in the case of commitment fees, a prepayment after the first anniversary of the Closing Date but on or prior to the Lenders. Fees paid shall not be refundable under any circumstancesthird anniversary of the Closing Date, and (z) one percent (1.0%), in the case of a prepayment after the third anniversary of the Closing Date but prior to the fifth anniversary of the Closing Date.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent, in US Dollars, Agent for the account of the office (or Affiliate) of each Lender (except, in the case of any Defaulting Lender, as provided in Section 2.20) from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment fee, which shall accrue at the Applicable Rate on the average daily unused amount of the Available Revolving Commitment of such Lender during the period from and including the date hereof Effective Date to but excluding the date on which the last of such Commitments Revolving Commitment terminates. Accrued commitment Commitment fees shall be payable in arrears on accrued through and including the last day of March, June, September and December of each yearyear shall be payable in arrears on the fifteenth day following such last day and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereof. All -48- (b) If (i) any Lender requests compensation under Section 2.15, (ii) the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17 , or (iii) any Lender is a Non-Extending Lender for the purposes of Section 2.23 or (iv) any Lender becomes a Defaulting Lender, then the Borrower may, at their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.15 or 2.17) and obligations under this Agreement and other Loan Documents to an assignee (other than an Ineligible Institution) that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (x) the Borrower shall have received the prior written consent of the Administrative Agent (and in circumstances where its consent would be required under Section 9.04, the Issuing Bank and the Swingline Lender), which consent shall not unreasonably be withheld or delayed, (y) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and funded participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (z) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Each party hereto agrees that (a) an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and such parties are participants), and on (b) the date on which all the Commitments shall have terminated Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and the Lenders shall have no further Exposures. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a commitment of a Lender shall be deemed to have consented to an be used bound by the terms thereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the extent of the outstanding Loans of and outstanding B/As accepted by such Lender. (b) The applicable Canadian Borrowing Subsidiary agrees to pay to the Administrative Agent, for the account of each Canadian Tranche Lender, on each date on which B/As drawn by provided that any such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal to the (i) the product of the Applicable Rate and the face amount of each B/A accepted by such Lender multiplied by (ii) a fraction the numerator of which is the number of days in the Contract Period applicable to such B/A and the denominator of which is 365. (c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. (d) All fees payable hereunder documents shall be paid on without recourse to or warranty by the dates due, in immediately available funds, to the Administrative Agent specified above for distribution, in the case of commitment fees, to the Lenders. Fees paid shall not be refundable under any circumstancesparties thereto.

Fees. (a) The Company agrees to shall pay to the Administrative Agent, in US DollarsCollateral Manager, for the account services rendered and performance of the office (or Affiliate) of each Lender (except, in the case of any Defaulting Lender, as provided in Section 2.20) from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender its obligations under this paragraph)Agreement, a commitment fee, fees which shall accrue at the Applicable Rate on the daily unused amount of the Commitment of such Lender during the period from and including the date hereof to but excluding the date on which the last of such Commitments terminates. Accrued commitment fees shall be are payable in arrears on the last day each Quarterly Payment Date (subject to availability of March, June, September and December of each year, commencing on the first such date to occur after the date hereof, and on the date on which all the Commitments shall have terminated funds and the Lenders shall have no further Exposuresconditions set forth in Sections 9.1(a)(i)(D) and 9.1(a)(ii)(A) of the Credit Agreement) in an amount equal to 0.25% per annum of the Aggregate Maximum Principal Balance measured as of the Calculation Date immediately preceding such Quarterly Payment Date (the “Senior Management Fee”). All commitment fees shall The Senior Management Fee will be computed calculated on the basis of a calendar year consisting of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a commitment of a Lender shall be deemed to be used to the extent of the outstanding Loans of and outstanding B/As accepted by such Lenderelapsed. (b) The applicable Canadian Borrowing Subsidiary agrees to Company shall pay to the Administrative AgentCollateral Manager, for the account services rendered and performance of each Canadian Tranche Lenderits obligations under this Agreement, fees which are payable in arrears on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, Quarterly Payment Date (subject to availability of funds and the conditions set forth in Canadian Dollars, Section 9.1(a)(i)(I) and 9.1(a)(ii)(D) of the Credit Agreement) in an acceptance fee amount equal to the (i) the product 0.50% per annum of the Applicable Rate Aggregate Maximum Principal Balance measured as of the Calculation Date immediately preceding such Quarterly Payment Date (the “Subordinated Management Fee”, and together with the Senior Management Fee, the “Management Fees”). The Subordinated Management Fee will be calculated on the basis of a calendar year consisting of 360 days and the face amount of each B/A accepted by such Lender multiplied by (ii) a fraction the numerator of which is the actual number of days in the Contract Period applicable to such B/A and the denominator of which is 365elapsed. (c) The Company agrees to pay Collateral Manager may, in its sole discretion, (i) waive on a permanent basis all or any portion of the Management Fees or (ii) defer without interest all or any portion of the Management Fees. Such deferred amounts (but, for the avoidance of doubt, not waived amounts) will become payable on the next Quarterly Payment Date in the same manner and priority as their original characterization would have required unless deferred again in accordance with, and subject to the Administrative Agent, for its own account, fees payable limitations contained in the amounts and at the times separately agreed upon between the Company and the Administrative AgentPriority of Payments. (d) All fees payable hereunder If this Agreement is terminated pursuant to Section 11 hereof or otherwise, the Management Fees calculated as provided in Sections 6(a) and 6(b) hereof shall be paid prorated for any partial periods between Quarterly Payment Dates during which this Agreement was in effect and shall be due and payable on the dates due, earlier to occur of (i) first Quarterly Payment Date following the effective date of such termination or (ii) the date of any distribution of proceeds of Collateral pursuant to Section 6.4 of the Credit Agreement. (e) The Management Fees will be payable from amounts on deposit in immediately available funds, the Collection Account in accordance with the Priority of Payments and only to the Administrative Agent specified above for distributionextent funds are available therefor. If on any Quarterly Payment Date there are insufficient funds to pay the Management Fees then due in full, the amount not so paid shall be deferred without interest and shall be payable on the next Quarterly Payment Date if any on which any funds are available therefor, as provided in the case Credit Agreement. (f) The Collateral Manager hereby agrees not to cause the filing of commitment feesa petition in bankruptcy against the Company for any reason whatsoever, to including, without limitation, the Lenders. Fees paid shall not be refundable under any circumstancesnon-payment of the Management Fees, except in accordance with the provisions of Section 22 hereof and the provisions of the Credit Agreement.

Fees. (a) The Company Borrower hereby agrees to pay to the Administrative each Agent, in US Dollars, for the account of the office (or Affiliate) related Lenders, monthly in arrears, the Unused Commitment Fee from the Collection Account in accordance with Section 2.07. Payments of each Lender (except, in the case of any Defaulting Lender, as provided in Section 2.20) from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate Unused Commitment Fee shall be specified by each Canadian Tranche Lender allocated and Euro Tranche Lender in paid to Committed Lenders pro rata based upon their respective Commitment as a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment fee, which shall accrue at the Applicable Rate on the daily unused amount proportion of the Aggregate Commitment of such Lender during the period from and including the date hereof to but excluding the date on which the last of such Commitments terminates. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year, commencing on the first such date to occur after the date hereof, and on the date on which all the Commitments shall have terminated and the Lenders shall have no further Exposures. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable Invested Percentages for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a commitment of a Lender shall be deemed to be used to the extent of the outstanding Loans of and outstanding B/As accepted by such Lenderapplicable Interest Period. (b) The applicable Canadian Borrowing Subsidiary Borrower hereby agrees to pay to the Administrative Agent, for the account of each Canadian Tranche LenderAgents, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal or prior to the (i) the product Closing Date, all reasonable out-of-pocket expenses of the Applicable Rate and the face amount of each B/A accepted by such Lender multiplied by (ii) a fraction the numerator of which is the number of days Agents in the Contract Period applicable to such B/A and the denominator of which is 365immediately available funds. (c) The Company agrees In accordance with Section 2.07, (i) the Servicer shall be entitled to pay receive the Servicing Fee, (ii) the Backup Servicer and the Account Bank shall be entitled to receive the Backup Servicing Fee and the Account Bank Fee, respectively, in each case monthly in arrears and (iii) the Third Party Allocation Agent (so long as such Third Party Allocation Agent is Computershare) shall be entitled to receive amounts due and owing to it by the Borrower pursuant to the Administrative Agent, for its own account, fees payable in terms of the amounts and at the times separately agreed upon between the Company and the Administrative AgentIntercreditor Agreement. (d) All fees payable hereunder The Borrower shall be paid on the dates due, in immediately available funds, pay to the Administrative Agent specified above on the Closing Date, its fees and disbursements in immediately available funds and shall pay all additional reasonable fees and disbursements of such counsel within ten Business Days after receiving an invoice for distribution, in such amounts. (e) Notwithstanding anything herein to the case contrary and so long as no Facility Amortization Event or Event of commitment feesDefault has occurred and is continuing, to the Lendersextent Collections are projected to be sufficient to pay all amounts payable under Section 2.07(i) to (vi) on the following Payment Date, the Servicer may retain from such Collections an amount up to the Servicing Fee payable on such Payment Date (the “Servicing Fee Advance”) on any Business Day. Fees paid In connection with retaining any amounts attributable to the Servicing Fee Advance from the Collections in accordance with this clause 2.11(e), the Servicer shall be deemed to represent that 61 the remaining Collections are reasonably sufficient to pay all amounts payable under Section 2.08(i) to (iv) on such following Payment Date. For the avoidance of doubt, the Servicing Fee Advance is a part of and not be refundable under any circumstancesin addition to the Servicing Fee.

Fees. The Borrower shall pay in cash a “Commitment Fee” of 4.00% (abased on the Total DIP Commitments) The Company agrees (the “Upfront Fee”), which shall be fully earned, due, nonrefundable and payable in cash to the DIP Lenders by the Borrower upon the execution of the Commitment Letter; provided that if the DIP Lenders and the Borrower enter into a Restructuring Support Agreement by August 16, 2020, 0.75% of the Upfront Fee will be credited back to the Borrower as offset against any other fees or interest due and payable under the DIP Loan Documents. In addition, from and after the Closing Date, the Borrower shall pay to the Administrative Agent, in US Dollars, for DIP Lenders an “Undrawn Commitment Fee” of 1.00% per annum on the account average daily unused portion of the office (or Affiliate) of each Lender (exceptDIP Facility, in the case of any Defaulting Lender, as provided in Section 2.20) from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment fee, which shall accrue at the Applicable Rate calculated based on the daily unused amount of the Commitment of such Lender during the period from and including the date hereof to but excluding the date on which the last of such Commitments terminates. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year, commencing on the first such date to occur after the date hereof, and on the date on which all the Commitments shall have terminated and the Lenders shall have no further Exposures. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed over a 360-day year, which fee shall be payable in kind monthly in arrears and on the DIP Maturity Date. All such fees will, at the option of the DIP Lenders, be treated as original issue discount for U.S. income tax purposes. Use of Proceeds The proceeds of the DIP Facility shall be used by the Debtors to (i) provide working capital to the Borrower and its subsidiaries and for other general corporate purposes, in each case, as provided for in the then applicable Approved Budget (as defined below) (subject to the Permitted Variance (as defined below)) unless otherwise described below, (ii) pay interest, fees, costs and expenses related to the DIP Facility (including the first day but excluding the last day). For purposes of computing commitment fees, a commitment costs, disbursements and expenses of a Lender shall be deemed to be used the DIP Agent and the DIP Lenders and their counsel and financial advisors, consultants and other professionals), (iii) pay the fees, costs and expenses of the estate professionals retained in the Chapter 11 Cases and approved by the Bankruptcy Court as provided for in the then applicable Approved Budget, (iv) make all permitted payments of costs of administration of the Chapter 11 Cases (including funding the Carve-Out (as defined below)), (v) pay such prepetition expenses as are consistent with the Approved Budget (subject to the extent Permitted Variance (as defined below)) and approved by the Bankruptcy Court, (vi) to fund the reasonable activities, costs and fees of administrators appointed in respect of the outstanding Loans of and outstanding B/As accepted by such Lender. (b) The applicable Canadian Borrowing Subsidiary agrees to pay to Borrower in England under the Administrative Agent, for the account of each Canadian Tranche Lender, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal to the (i) the product Insolvency A▇▇ ▇▇▇▇ of the Applicable Rate United Kingdom (including by funding into a bank account held by the administrators such amounts required by the administrators to undertake this role), and (vii) make any other payments permitted by the face amount of each B/A accepted by such Lender multiplied by (ii) a fraction the numerator of which is the number of days in the Contract Period then applicable to such B/A and the denominator of which is 365Approved Budget. (c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent specified above for distribution, in the case of commitment fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. As compensation for the services to be rendered by Broker hereunder, the Company will pay Broker the following fee (“Transaction Fee”): (a) The Company agrees to pay to A cash fee payable immediately upon the Administrative Agent, in US Dollars, closing during the Term (or upon closing if binding agreements for the account of Transaction are executed during the office (or AffiliateTerm) of each Lender (except, Transaction and equal to 6% of the aggregate gross proceeds raised in the case of any Defaulting Lender, as provided in Section 2.20) from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate Transaction. All cash Transaction Fees shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment fee, which shall accrue paid at the Applicable Rate on closing of a Transaction through a third party escrow agent from the daily unused amount gross proceeds of the Commitment of such Lender during the period from and including the date hereof to but excluding the date on which the last of such Commitments terminates. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year, commencing on the first such date to occur after the date hereof, and on the date on which all the Commitments shall have terminated and the Lenders shall have no further Exposures. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a commitment of a Lender shall be deemed to be used to the extent of the outstanding Loans of and outstanding B/As accepted by such LenderSecurities sold. (b) The applicable Canadian Borrowing Subsidiary agrees Such number of warrants (the “Broker Warrants”) to pay Broker or its designees at the Closing to purchase shares of Common Stock equal to 4% of the Administrative Agentaggregate number of Shares sold in a Transaction (or if convertible Securities are issued and paid for on the Closing Date, for based on the account number of each Canadian Tranche Lendershares of Common Stock initially underlying such convertible Securities), on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, at an acceptance fee exercise price equal to the (i) the product exercise price per share of the Applicable Rate warrants sold to Purchasers (subject to adjustments for stock splits and the face amount of each B/A accepted by such Lender multiplied by like). The Broker Warrants shall otherwise have the same terms as the warrants (iiif any) a fraction issued to the numerator of which is the number of days Purchasers in the Contract Period applicable Transaction except that, if the Securities are offered pursuant to such B/A a registration statement, the term of the Broker Warrants shall not exceed 5 years from the effective date of the registration statement. Notwithstanding the foregoing, the Broker Warrants shall not contain any terms that are inconsistent with FINRA requirements and the denominator of which is 365shall not contain any price-based anti-dilution feature or features that reasonably would create derivative accounting chargers. (c) The Company also agrees to pay reimburse B▇▇▇▇▇’s out-of-pocket expenses on a non-accountable basis equal to $15,000 per Transaction during the Administrative AgentTerm (provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement). Such reimbursement shall be payable upon the closing of each Transaction during the Term (or upon closing if binding agreements for its own account, fees payable in the amounts and at Transaction are executed during the times separately agreed upon between the Company and the Administrative AgentTerm). (d) All fees payable hereunder Broker shall be paid on entitled to a Transaction Fee under clauses (a) and (b) hereunder, calculated in the dates duemanner set forth therein, in immediately available funds, with respect to any public or private offering by the Company of its Securities or other financing or capital-raising transaction of any kind involving a sale of Company Securities (“Tail Financing”) to the Administrative Agent specified above for distribution, in the case of commitment fees, extent that such financing or capital is provided to the LendersCompany by a Qualified Investor to the Company, if such Tail Financing is consummated at any time within the six (6) month period following the expiration or termination of this Agreement. Fees paid shall not be refundable under any circumstancesA “Qualified Investor” is an individual contact introduced by B▇▇▇▇▇ to the Company in conjunction with a business meeting conducted in person, by conference call or by email exchange between such investor and the Company during the term of the February 10, 2014 Financial Advisory Agreement between the parties (the “February Agreement”) or, upon execution of this Agreement, during the Term.

Fees. (a) The Company agrees to pay to Lenders having Revolving Exposure: (i) commitment fees equal to (1) the average of the daily difference between (a) the Revolving Commitments, and (b) the sum of (x) the aggregate principal amount of outstanding Revolving Loans plus (y) the Letter of Credit Usage, times (2) one-half of one percent (0.50%) per annum; and (ii) during the LC Availability Period, letter of credit fees equal to (1) the Applicable Margin for Revolving Loans that are LIBOR Rate Loans, times (2) the average aggregate daily maximum amount available to be drawn under all Letters of Credit (regardless of whether any conditions for drawing could then be met and determined as of the close of business on any date of determination). All fees referred to in this Section 2.10(a) shall be paid to Administrative AgentAgent as set forth in Section 2.15(a) and upon receipt, in US DollarsAdministrative Agent shall promptly distribute to each Lender its Pro Rata Share thereof. (b) During the LC Availability Period, Company agrees to pay directly to Issuing Bank, for its own account, the account following fees: (i) a fronting fee on all Letters of Credit as agreed by Company and Issuing Bank; and (ii) such documentary and processing charges for any issuance, amendment, transfer or payment of a Letter of Credit as are in accordance with Issuing Bank’s standard schedule for such charges and as in effect at the office (time of such issuance, amendment, transfer or Affiliate) of each Lender (exceptpayment, in as the case of any Defaulting Lender, as provided may be. (c) [Intentionally reserved]. (d) All fees referred to in Section 2.202.10(a) from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate and 2.10(b)(i) shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment fee, which shall accrue at the Applicable Rate calculated on the daily unused amount basis of a 360-day year and the Commitment actual number of such Lender during the period from days elapsed and including the date hereof to but excluding the date on which the last of such Commitments terminates. Accrued commitment fees shall be payable quarterly in arrears on the last day of MarchMarch 30th, JuneJune 30th, September 30th and December 31st of each yearyear during the Revolving Commitment Period, commencing on the first such date to occur after the date hereofClosing Date, and on the date on which all the Commitments shall have terminated and the Lenders shall have no further Exposures. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a commitment of a Lender shall be deemed to be used to the extent of the outstanding Loans of and outstanding B/As accepted by such LenderRevolving Commitment Termination Date. (be) The applicable Canadian Borrowing Subsidiary agrees In addition to pay to the Administrative Agent, for the account of each Canadian Tranche Lender, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal to the (i) the product any of the Applicable Rate and the face amount of each B/A accepted by such Lender multiplied by (ii) a fraction the numerator of which is the number of days in the Contract Period applicable to such B/A and the denominator of which is 365. (c) The foregoing fees, Company agrees to pay to the Administrative Agent, for its own account, Agents such other fees payable in the amounts and at the times separately agreed upon between and all such fees described in this Sections 2.10 and in the Company and Fee Letter constitute part of the Administrative Agent. (d) Obligations. All fees described in this Section 2.10 and in the Fee Letter shall be deemed earned in full on the date when the same is due and payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent specified above for distribution, in the case of commitment fees, to the Lenders. Fees paid and shall not be refundable under subject to rebate or proration upon termination of this Agreement for any circumstances.reason. Credit and Guaranty Agreement

Fees. (aA) The Company agrees No Defaulting Lender shall be entitled to receive any commitment or other fees to which it would otherwise be entitled for any period during which that Lender is a Defaulting Lender (and Borrower shall not be required to pay any such fee that otherwise would have been required to the Administrative Agent, in US Dollars, for the account of the office (or Affiliate) of each Lender (except, in the case of any have been paid to that Defaulting Lender, as determined by Administrative Agent). The foregoing shall not obligate Administrative Agent to share any fees with any Lender or otherwise entitle any Lender to any fees except as expressly agreed in writing between Administrative Agent and such Lender or as expressly provided in Section 2.20this Agreement. (B) from which such Lender would make Loans to Notwithstanding the Company in US Dollars hereunder (which office or Affiliate shall be specified by foregoing, each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment fee, which shall accrue at the Applicable Rate on the daily unused amount of the Commitment of such Lender during the period from and including the date hereof to but excluding the date on which the last of such Commitments terminates. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year, commencing on the first such date to occur after the date hereof, and on the date on which all the Commitments shall have terminated and the Lenders shall have no further Exposures. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a commitment of a Defaulting Lender shall be deemed entitled to be used receive L/C Fees for any period during which that Lender is a Defaulting Lender to the extent allocable to its Applicable Percentage of the outstanding Loans stated amount of and outstanding B/As accepted by such LenderLetters of Credit for which it has provided Cash Collateral pursuant to Section 2.17. (bC) The applicable Canadian Borrowing Subsidiary agrees With respect to any L/C Fee not required to be paid to any Defaulting Lender pursuant to clause (A) or (B) above, the Borrower shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in L/C Obligations that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (y) pay to the Administrative AgentIssuing Bank, for the account amount of each Canadian Tranche any such fee otherwise payable to such Defaulting Lender to the extent allocable to the Issuing Bank’s Fronting Exposure to such Defaulting Lender, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal and (z) not be required to pay the (i) the product of the Applicable Rate and the face remaining amount of each B/A accepted by any such Lender multiplied by (ii) a fraction the numerator of which is the number of days in the Contract Period applicable to such B/A and the denominator of which is 365fee. (c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent specified above for distribution, in the case of commitment fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. Subject to Section 11.08 hereof, the Company agrees to ---- ------------- pay the following fees (the "Fees"): ---- (a) The Company agrees to shall pay to the Administrative Agent, in US Dollars, Agent for the ratable account of the office Banks a commitment fee (or Affiliatethe "Commitment Fee") of each Lender (exceptfor, in the case of any Defaulting Lender-------------- Revolving Loan Commitments, as provided in Section 2.20) from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment fee, which shall accrue at the Applicable Rate on the daily unused amount of the Commitment of such Lender during the period from and including the date hereof Execution Date to but excluding the date Revolving Loan Maturity Date calculated on which the last basis of a 360-day year and computed on the daily average of the Unutilized Commitment of each Bank at the rate for Commitment Fees set forth in the definition of Margin and, in the case of the Tranche A Term Loan Commitment, the period from and including the Execution Date to May 31, 2000 calculated on such Commitments terminatesbasis and computed on the unused portion of the Tranche A Term Loan Commitment during such period. Accrued commitment fees Commitment Fees shall be due and payable in arrears on the last day of March, June, September and December of each year, Designated Payment Date commencing on the first such date to occur after following the date hereof, Execution Date and on the date on which all Revolving Loan Maturity Date. (b) The Company shall pay to the Commitments shall have terminated and Administrative Agent for the Lenders shall have no further Exposures. All commitment fees shall be benefit of the Banks (and, in the case of clause (z) below, for the benefit of the Issuing Bank) an annual fee (the "Letter of Credit Fee") in respect of each Letter of -------------------- Credit issued hereunder equal to (y) the greater of (i) the then effective Eurodollar Margin for Revolving Loans multiplied by the face amount of such Letter of Credit (computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed over a year of 360 days) or (including the first day but excluding the last day). For purposes of computing commitment feesii) $500, a commitment of a Lender shall be deemed to be used to the extent of the outstanding Loans of and outstanding B/As accepted plus (z) 0.125% per annum multiplied by such Lender. (b) The applicable Canadian Borrowing Subsidiary agrees to pay to the Administrative Agent, for the account of each Canadian Tranche Lender, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal to the (i) the product of the Applicable Rate and the face amount of each B/A accepted by such Lender multiplied by (ii) a fraction the numerator Letter of which is the number of days in the Contract Period applicable Credit, to such B/A and the denominator of which is 365. (c) The Company agrees to pay be paid to the Administrative Agent, for its own account, Issuing Bank. Such fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. (d) All fees payable hereunder shall be paid payable quarterly in arrears on each Designated Payment Date commencing May 31, 2000 and on the dates due, in immediately available funds, to the Administrative Agent specified above for distribution, in the case of commitment fees, to the Lenders. Fees paid shall not be refundable under any circumstancesMaturity Date.

Fees. (a) The Company CLIENT agrees to pay to ▇▇▇▇▇ IMMIGRATION LAW IN TRUST the Administrative Agent, in US Dollars, for the amount of CAD 3,500 on account of the LAW FIRM FEES (plus any applicable taxes) as per the following schedule: - The sum of CAD 1,000 (plus any applicable taxes) immediately upon execution of this Retainer Agreement by the CLIENT; - The sum of CAD 1,500 (plus any applicable taxes) immediately upon confirmation from the LAW FIRM that the CLIENT’s PGP APPLICATION is ready for submission to IRCC; - The sum of CAD 1,000 (plus any applicable taxes) immediately upon receipt of notice from theImmigration Authorities of the approval in principle of the CLIENT’s PGP APPLICATION. The CLIENT agrees that the LAW FIRM shall not be required to commence or continue carrying out the Duties herein set forth until such time as the LAW FIRM has received the said fees in trust. The CLIENT authorizes the LAW FIRM to release the first installment of THE LAW FIRM FEES from the LAW FIRM’s trust account, after the LAW FIRM has established a file in its office (or Affiliatefor the CLIENT and reviewed the CLIENT’s qualifications. The CLIENT authorizes the LAW FIRM to release the second and third installments of THE LAW FIRM FEES from the LAW FIRM’s trust account upon confirmation of submission of the PGP APPLICATION to the IRCC. The CLIENT expressly recognizes that only the LAW FIRM is authorized to issue receipt(s) for payment of each Lender (exceptthe LAW FIRM’s FEES and that the said receipt(s) will only be issued upon the reception of the LAW FIRM’s FEES by the LAW FIRM as herein set forth. Furthermore, in the case of any Defaulting Lender, as provided CLIENT expressly recognizes that the fees quoted above are for the services outlined in Section 2.20) from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment fee, which shall accrue at the Applicable Rate on the daily unused amount 1 of the Commitment present Retainer Agreement “Engagement of such Lender during the period from and including the date hereof to but excluding the date on which the last of such Commitments terminatesLAW FIRM”. Accrued commitment fees The CLIENT further acknowledges that additional THE LAW FIRM FEES shall be payable in arrears on to retain the last day of MarchLAW FIRM to assist with non-retained services, Juneincluding but not limited to, September and December of each year, commencing on the first such date to occur after the date hereof, and on the date on which all the Commitments shall have terminated and the Lenders shall have no further Exposures. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a commitment of a Lender shall be deemed to be used additional written and/or oral representations to the extent immigration and/or other authorities, including submission of the outstanding Loans of and outstanding B/As accepted by such Lenderreconsideration request(s) and/or appeals. (b) The applicable Canadian Borrowing Subsidiary agrees to pay to the Administrative Agent, for the account of each Canadian Tranche Lender, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal to the (i) the product of the Applicable Rate and the face amount of each B/A accepted by such Lender multiplied by (ii) a fraction the numerator of which is the number of days in the Contract Period applicable to such B/A and the denominator of which is 365. (c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent specified above for distribution, in the case of commitment fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company agrees to pay to the Administrative Agent, in US Dollars, for the account of the office (or Affiliate) of each Lender (except, in the case of any Defaulting Lender, as provided in Section 2.20) from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment fee, which shall accrue at the Applicable Rate on the daily unused amount of the Commitment of such Lender during the period from and including the date hereof to but excluding the date on which the last of such Commitments terminates. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year, commencing on the first such date to occur after the date hereof, and on the date on which all the Commitments shall have terminated and the Lenders shall have no further Exposures. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a commitment of a Lender shall be deemed to be used to the extent of the outstanding Loans of and outstanding B/As accepted by such Lender. (b) The applicable Canadian Borrowing Subsidiary Borrower agrees to pay to the Administrative Agent, for the account of each Canadian Tranche LenderB Lender that delivers to the Administrative Agent (or its counsel) an executed counterpart hereof (or a facsimile transmission of a signed signature page of this Amendment) on or prior to 12:00 noon, New York City time, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunderMarch 31, in Canadian Dollars2009, an acceptance amendment fee (the “Amendment Fee”) in an amount equal to the (i) the product 0.25% of the Applicable Rate and the face aggregate principal amount of each B/A accepted by such Lender multiplied by (ii) a fraction Lender’s Term Loans outstanding as of such date. The Amendment Fee shall be payable on, and subject to the numerator of which is occurrence of, the number of days in the Contract Period applicable to such B/A and the denominator of which is 365Amendment Agreement Effective Date. (cb) The Company Borrower agrees to pay to the Administrative Agent, for its own accountthe account of (i) each Specified Revolving Lender, a fee in an amount equal to 8.00% of the Revolving Commitment of such Specified Revolving Lender set forth on Schedule 2.01 hereto and (ii) each Extending Revolving Lender (other than the Specified Revolving Lenders) and each New Revolving Lender (other than the Specified Revolving Lenders) a fee in an amount equal to 11.25% of the Revolving Commitment of such Extending Revolving Lender or such New Revolving Lender, as the case may be, set forth on Schedule 2.01 hereto (such fees being collectively referred to as the “Restatement Effective Date Fees”). The Restatement Effective Date Fees shall be payable in on, and subject to the amounts and at occurrence of, the times separately agreed upon between the Company and the Administrative AgentRestatement Effective Date. (dc) All fees payable hereunder shall be paid on the dates due, in immediately available funds, The Borrower agrees to pay to the Administrative Agent specified (i) for the account of each New Revolving Lender, a fee accruing as set forth herein at a rate equal to 10.00% per annum on the amount set forth with respect to such New Revolving Lender on Schedule 2.01 hereto and (ii) for the account of each Extending Revolving Lender, a fee accruing as set forth herein at a rate equal to 10.00% per annum on the excess, if any, of (A) the amount set forth with respect to such Extending Revolving Lender on Schedule 2.01 hereto over (B) the product of (x) the Applicable Percentage under the Original Credit Agreement of such Extending Revolving Lender as of the Amendment Agreement Effective Date and (y) the aggregate amount set forth with respect to all the New Revolving Lenders and all the Extending Revolving Lenders on Schedule 2.01 hereto (such fees referred to in clause (i) and (ii) above being collectively referred to as the “Ticking Fees”). Subject to Section 12 hereof, the Ticking Fee payable for distributionthe account of any New Revolving Lender or any Extending Revolving Lender shall accrue from (and including) the Amendment Agreement Effective Date to (but excluding) the earlier of the Restatement Effective Date and the Termination Date (computed on the basis of the actual number of days elapsed over a year of 360 days), in and shall be payable on the case earlier of commitment feesthe Restatement Effective Date and the Termination Date. For purposes of this paragraph, any Person that is a New Revolving Lender as of the Amendment Agreement Effective Date shall continue to the Lenders. Fees paid be a “New Revolving Lender” (and shall not be refundable deemed to be an “Extending Revolving Lender”) notwithstanding that such Person shall have become a Revolving Lender under any circumstancesthe Original Credit Agreement after the Amendment Agreement Effective Date.

Fees. 8.1 Under the Scheme, the Guarantor shall charge a fee in respect of each Guaranteed Liability (a) The Company agrees each a “Fee” and together the “Fees”). 8.2 Each Participating Institution shall pay the Fees applicable to pay it to the Administrative AgentScheme Operator (on behalf of the Guarantor). 8.3 Each Participating Institution is responsible for calculating the Fees payable by it and shall take all practicable steps to ensure that it calculates correctly the amount of Fees payable by it and shall immediately notify the Scheme Operator if it becomes aware that this is not, or may not, be the case. The Fees shall be calculated and shall be due and payable in accordance with the Scheme and these Rules. The level of Fees in effect on the date of commencement of the Scheme are set out in Annex 7. 8.4 An additional sum may be charged by the Guarantor, and shall be paid by each Participating Institution to the Scheme Operator on behalf of the Guarantor, in US Dollarsrelation to any non-euro denominated Guaranteed Liability. 8.5 The Fees shall be payable to the Scheme Operator in the currency in which the relevant Guaranteed Liability is denominated. 8.6 Save in respect of Guaranteed Liabilities issued under Guaranteed CP/CD Programmes and Guaranteed Deposits, for each Fee shall accrue on an actual/actual basis over the account period commencing on (and including) the date of issue of the office Guaranteed Liability (or Affiliatethe “Start Date ”) and ending on (but excluding) the next succeeding Payment Date and thereafter, from (and including) each Payment Date to (but excluding) the next succeeding Payment Date or, if earlier, the maturity date of the Guaranteed Liability. 8.7 In relation to Guaranteed Liabilities issued under Guaranteed CP/CD Programmes and Guaranteed Deposits, each Lender Fee shall accrue on an actual/actual basis over the period commencing on (except, and including) the earlier of: (i) the date of the earliest Eligible Liability Guarantee Certificate issued to such Participating Institution in respect of a Guaranteed CP/CD Programme; and (ii) the date that the first Guaranteed Deposit was taken by such Participating Institution and ending on (but excluding) the Guarantee Expiry Date. 8.8 All of the Fees accrued during the periods referred to in Rule 8.6 shall be due and payable in arrears on the Payment Date immediately succeeding the last day of the relevant period. In the case of any Defaulting Lendera Guaranteed CP/CD Programme and Guaranteed Deposits, as provided in Section 2.20) from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment fee, which shall accrue at the Applicable Rate on the daily unused amount of the Commitment of such Lender Fees accruing during the period from and including the date hereof periods referred to but excluding the date on which the last of such Commitments terminates. Accrued commitment fees in Rule 8.7 shall be payable in arrears on each Payment Date in respect of the last day average principal outstanding under such Guaranteed CP/CD Programme or in respect of Marchsuch Guaranteed Deposits during the relevant period. The Scheme Operator may agree with a Participating Institution an alternative date for payment of Fees incurred during any period, June, September and December may require such Participating Institution to pay an appropriate rate of each year, commencing on interest to the first such date Scheme Operator for the period from the scheduled Payment Date to occur after the date hereof, and on of actual payment of the date on which all the Commitments shall have terminated and the Lenders shall have no further Exposures. All commitment fees shall be computed on the basis of a year of 360 days and Fees. 8.9 Fees shall be payable for to an account nominated by the actual number Scheme Operator on the Payment Dates. 8.10 In all cases, if a Guaranteed Liability is not denominated in euro and the Payment Date is not a Currency Business Day in respect of days elapsed (including the first day but excluding currency of payment, the last day)payment shall be made on the next following Currency Business Day. 8.11 On each Payment Date, each Participating Institution shall provide to the Scheme Operator a statement, in a form acceptable to the Scheme Operator, detailing all Fees paid or payable by it on such Payment Date. For purposes of computing commitment feesSuch statement shall be certified by the relevant Participating Institution’s external auditors in a form specified by the Guarantor. On request, a commitment Participating Institution will meet with the Scheme Operator to discuss the statement and the level of a Lender shall be deemed to be used Fees paid and any disputes as to the extent amount of such Fees. In respect of any disputes concerning the amount of Fees, the decision of the outstanding Loans of and outstanding B/As accepted by such Lender. Guarantor shall (b) The applicable Canadian Borrowing Subsidiary agrees to pay to the Administrative Agent, for the account of each Canadian Tranche Lender, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal to the (i) the product of the Applicable Rate and the face amount of each B/A accepted by such Lender multiplied by (ii) a fraction the numerator of which is the number of days in the Contract Period applicable to such B/A and the denominator of which is 365. (c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent specified above for distribution, save in the case of commitment fees, manifest or proven error) be final and binding and the Participating Institutions shall promptly pay to the Lenders. Fees paid shall not be refundable under Scheme Operator any circumstancesadditional amounts which the Scheme Operator decides are payable.

Fees. (a) The Company agrees to 5.1 As compensation for the Services, Client shall pay to Priority Healthcare the Administrative Agent, fees (the "Fees") set forth in US Dollars, Exhibit D and Exhibit D-1 (the "Fee Schedule"). 5.2 Priority Healthcare shall issue an invoice to Client for the account Services rendered under this Agreement on a monthly basis in arrears. Payment is due within thirty (30) days of receipt by Client of the office invoice. If any undisputed invoice is not paid within such thirty (30) day period, Priority Healthcare may impose a service charge on the unpaid amount calculated at the rate of [***]% per month (or Affiliatethe maximum rate permitted by law if such rate is less than [***]% per month) until such amount is paid in full. Client may withhold payment of each Lender amounts it disputes in good faith, and such amounts shall not be subject to this service charge, unless it is ultimately determined that Client withheld payment that was properly owed under this Agreement (exceptin which case, in the service charge shall apply). In the case of any Defaulting Lendera good faith dispute concerning an invoice, the Parties shall continue to perform hereunder pending resolution of the dispute in accordance with the terms set forth herein; provided, however if such dispute is not resolved within thirty (30) days from the date it was first discussed by the Parties and such invoice payment is a material amount, then senior management of both parties (i.e., Client's Chief Financial Officer and Priority Healthcare's Pharma Services President) shall work in good faith and expeditiously, as provided appropriate under the circumstances, to address the concerns prompting the payment dispute and to determine whether an amicable resolution is feasible. If such dispute cannot be resolved amicably between the parties, then such dispute shall be submitted to arbitration pursuant to terms and conditions set forth in Section 2.2016.2 of the Agreement for resolution, and Priority Healthcare shall not be entitled to suspend the Services under this Agreement until the sooner of (i) resolution of the arbitration, or (ii) forty-five (45) days from which such Lender would make Loans the date of Priority Healthcare's original notice of its intention to suspend services. [***] Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the Company omitted portions. 5.3 The monthly fixed Fee is reflective of up to [***] pallet spaces. A one time $[***] Fee will be charged for each additional pallet position beyond [***]. The monthly fixed Fee will be increased by $[***]per pallet position beyond [***]. [***] pallet positions is the minimum pallet position increase. 5.4 The Fees set forth in US Dollars hereunder (which office or Affiliate Section 5.3 and Exhibits D and D-1 shall be specified by each Canadian Tranche Lender fixed for the Term of the Agreement, and Euro Tranche Lender in a notice delivered changes or additions to the Administrative Agent prior Services shall not result in additional charges to Client, except pursuant to this Section 5.4 and 5.5 herein or as otherwise expressly stated herein. In the event that a Change Request represents a material change to the initial payment Services, Priority Healthcare shall, within two (2) business days of Client's submission of such Change Request, propose a change to such Lender its Fees under this paragraph), a commitment feeAgreement. Exhibit E sets forth many of Priority Healthcare's standard additional rates, which the Parties agree will be used to determine the adjustment to the Fees in the event of a material change. If the Change Request involves a service for which there is no applicable rate specified on Exhibit E, then the Parties will mutually agree upon a standard rate for such service that involves a material change. Client will consider, and the Parties shall accrue at negotiate such a proposed change in Fees in good faith regarding the Applicable Rate on material change. All such mutually agreed-upon fees relating to the daily unused amount material change shall be deemed a part of the Commitment Fee Schedule for purposes of such Lender during the period from this Agreement, and including the date hereof to but excluding the date on which the last of such Commitments terminates. Accrued commitment fees shall be payable memorialized in arrears on the last day of March, June, September and December of each year, commencing on the first such date to occur after the date hereof, and on the date on which all the Commitments shall have terminated and the Lenders writing by both Parties. Priority Healthcare shall have no further Exposures. All commitment fees shall be computed on obligation to implement a Change Request involving a material change prior to mutual agreement of the basis of a year of 360 days and shall be payable for Fees pursuant to the actual number of days elapsed (including the first day but excluding the last day)foregoing. For purposes of computing commitment feesthis Agreement, the term "material change" means a commitment of request that requires: (a) a Lender shall be deemed to be used to the extent of the outstanding Loans of and outstanding B/As accepted by such Lender. process or procedural change that results in an either a one-time or ongoing increase in labor usage; (b) The applicable Canadian Borrowing Subsidiary agrees to pay a physical modification to the Administrative Agent, for warehouse facility to support the account of each Canadian Tranche Lender, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal to the (i) the product of the Applicable Rate and the face amount of each B/A accepted by such Lender multiplied by (ii) a fraction the numerator of which is the number of days in the Contract Period applicable to such B/A and the denominator of which is 365. requested change; or (c) a system or application change that requires Priority Healthcare's Information Technology department to recompile, modify, or supplement the programming code. 5.5 Notwithstanding the terms set forth above in Section 5.4, if the adoption of any applicable law or regulation (or any material change in the interpretation or administration thereof), or the occurrence of an unforeseen circumstances beyond Priority Healthcare's reasonable control, results in a material change (as defined in Section 5.4), then Priority Healthcare shall be entitled to a Fee adjustment, the amount to be mutually agreed upon in good faith by the parties. The Company agrees parties shall work together in good faith regarding the appropriate Fee adjustment based on the particular circumstances. Priority Healthcare shall endeavor to leverage efficiencies available to Priority Healthcare to minimize the amount of Fee increase. If the parties are unable to mutually agree upon the appropriate Fee adjustment, then Client shall have the right to terminate this Agreement within three hundred sixty (360) days upon prior written notice to Priority Healthcare; provided, if such termination by Client occurs during the four year Term referenced in Section 6.1 below, then Client shall pay Priority Healthcare [***] through the three hundred sixty day program closeout period, employee severance fees of not more than [***] dollars ($[***]), and [***] months of rent and utilities post program closeout. 5.6 Priority Healthcare and Client will work together in good faith to optimize efficiencies over the term of this Agreement. The Parties will work to share in any objectively measurable economic benefit derived from such operational efficiencies. 5.7 Priority Healthcare will perform the Services in accordance with the Key Performance Indicators set forth in Exhibit B. In the event Priority Healthcare fails to meet a particular Key Performance Indicator for two (2) consecutive months, Client may offset a credit against Priority Healthcare's Fees in accordance with Section 5.8, unless Priority Healthcare can reasonably demonstrate that such failure resulted from (a) the adoption of any applicable law or regulation (or any material change in the interpretation or administration thereof), (b) unforeseen circumstances beyond Priority Healthcare's reasonable control, or (c) excess Forecast volumes described in Section 2.5 hereof or from Client's failure to timely provide Priority Healthcare with Forecasts pursuant to Section 2.4 hereof. [***] Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agentomitted portions. (d) All fees payable hereunder shall 5.8 Performance credits will be paid instituted on a monthly basis following the dates duesecond consecutive month for which a Key Performance Indicator has not been met, with the credit being applied for one month. The amount of such credits are set forth in immediately available funds, to the Administrative Agent specified above Exhibit B. Total performance credits for distribution, in the case of commitment fees, to the Lenders. Fees paid any month shall not be refundable exceed [***]% of the Fees payable under any circumstancesthe Agreement for such month.

Fees. (a) The Company Each Borrower, jointly and severally, agrees to pay to the Administrative Agent, all the Fees set forth in US Dollarsthe Fee Letter. (b) Each Borrower, jointly and severally, agrees to pay to Revolving Agent, for the ratable account of the office Revolving Lenders, an unused line fee (or Affiliatethe “Unused Line Fee”) in an amount equal to (i) (1) 4.00% times (2) the lesser of each Lender (except, in A) $20,000,000 and (B) $20,000,000 less the case of any Defaulting Lender, as provided in Section 2.20) from which such Lender would make Loans to Average Revolver Usage during the Company in US Dollars hereunder immediately preceding quarter (which office or Affiliate shall not be specified by each Canadian Tranche Lender less than zero) (the lesser of clauses (A) and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph(B), a commitment fee, which shall accrue at the Applicable Rate on “First Unused Amount”) plus (ii) (1) 0.50% times the daily unused result of (2) the aggregate amount of the Commitment of such Lender Revolver Commitments less the Average Revolver Usage during the period from and including immediately preceding quarter (or portion thereof) less the date hereof First Unused Amount (if any) that accrued an Unused Line Fee pursuant to but excluding the date on clause (b)(i) above, which the last of such Commitments terminates. Accrued commitment fees Unused Line Fee shall be due and payable quarterly in arrears on the last day of Marcharrears, June, September and December of each year, commencing on the first such date to occur Business Day of each calendar quarter from and after the date hereof, Closing Date and on the date on which all (X) the Obligations are paid in full in cash and (y) the Revolver Commitments shall have are otherwise terminated and in accordance with the Lenders shall have no further Exposures. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a commitment of a Lender shall be deemed to be used to the extent of the outstanding Loans of and outstanding B/As accepted by such Lenderterms hereof. (bc) The applicable Canadian Borrowing Subsidiary Each Borrower, jointly and severally, agrees to pay to the Administrative Agent, from and following the Closing Date and until the Delayed Draw Term Commitment Expiry Date, for the account benefit of all Lenders with a Delayed Draw Term Commitment Amount, in accordance with their respective Pro Rata Shares, an unused commitment fee (the “Unused DDTL Fee”) in an amount equal to (1) the average daily amount of the remaining Delayed Draw Term Commitment during the preceding quarter multiplied by (2) 0.50% per annum, which Unused DDTL Fee shall be due and payable quarterly in arrears, on the first Business Day of each Canadian Tranche Lender, calendar quarter from and after the Closing Date and (as applicable) on each the date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal to the (iX) the product of Obligations are paid in full in cash and (y) the Applicable Rate and Delayed Draw Term Commitments are otherwise terminated in accordance with the face amount of each B/terms hereof (including the Delayed Draw Term Commitment Expiry Date). A accepted by such Delayed Draw Term Lender multiplied by (ii) that is a fraction the numerator of which is the number of days in the Contract Period applicable to such B/A and the denominator of which is 365. (c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent specified above for distribution, in the case of commitment fees, to the Lenders. Fees paid Defaulting Lender shall not be refundable under entitled to receive any circumstancesUnused DDTL Fees, for any period during which that Delayed Draw Term Lender is a Defaulting Lender (and the Borrowers shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).

Fees. Section 2.12 of the Agreement is hereby amended by substituting the following new clauses (a) and (b) in lieu of the like existing clauses (a) and (b), respectively: (a) The Company Borrower agrees to pay to the Administrative Agent, in US Dollars, Agent a commitment fee for the account of the office (or Affiliate) of each Lender (except, in the case of any Defaulting Revolving Lender, as provided in Section 2.20) from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment fee, which shall accrue at the Applicable Rate on the daily unused amount of the undrawn portion of the Revolving Commitment of such Lender during the period from and including the date hereof Effective Date to but excluding the date on which the last Lenders’ Revolving Commitments terminate; it being understood that the LC Exposure of a Lender shall be included and the Swingline Exposure of a Lender shall be excluded in the drawn portion of the Revolving Commitment of such Commitments terminatesLender for purposes of calculating the commitment fee. Accrued commitment fees shall be payable in arrears on the last fifteenth (15th) day of MarchJanuary, JuneApril, September July, and December October of each yearyear and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof, and on ; provided that any commitment fees accruing after the date on which all the Revolving Commitments terminate shall have terminated and the Lenders shall have no further Exposuresbe payable on demand. All commitment fees shall be computed on the basis of a year of 360 three hundred sixty (360) days and shall be payable for the actual number of days elapsed (including the first (1st) day and the last day of each period but excluding the date on which the Revolving Commitments terminate). (b) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in each outstanding Letter of Credit, which shall accrue on the daily maximum stated amount then available to be drawn under such Letter of Credit at the same Applicable Rate used to determine the interest rate applicable to Term Benchmark Revolving Loans, during the period from and including the Effective Date to but excluding the later of the date on which such ▇▇▇▇▇▇’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank for its own account a fronting fee with respect to each Letter of Credit issued by such Issuing Bank, which shall accrue at the rate of one eighth percent (1/8%) per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure with respect to Letters of Credit issued by such Issuing Bank, as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment or extension of any Letter of Credit and other processing fees, and other standard costs and charges, of such Issuing Bank relating to Letters of Credit as from time to time in effect. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the fifteenth (15th) day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of three hundred sixty (360) days and shall be payable for the actual number of days elapsed (including the first (1st) day but excluding the last day). For purposes of computing commitment fees, a commitment of a Lender shall be deemed to be used to the extent of the outstanding Loans of and outstanding B/As accepted by such Lender. (b) The applicable Canadian Borrowing Subsidiary agrees to pay to the Administrative Agent, for the account of each Canadian Tranche Lender, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal to the (i) the product of the Applicable Rate and the face amount of each B/A accepted by such Lender multiplied by (ii) a fraction the numerator of which is the number of days in the Contract Period applicable to such B/A and the denominator of which is 365. (c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent specified above for distribution, in the case of commitment fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company agrees to Borrowers shall pay the Fees specified in the Fee Letter. (b) As additional compensation for the Revolving Lenders, Borrowers shall pay to the Administrative Agent, in US Dollars, for the account ratable benefit of such Lenders, in arrears, on the office (or Affiliate) first Business Day of each Lender (except, in month during the case of any Defaulting Lender, as provided in Section 2.20) from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent period prior to the initial payment to such Lender under this paragraph), a commitment fee, which shall accrue at the Applicable Rate on the daily unused amount of the Revolving Loan Commitment of such Lender during the period from and including the date hereof to but excluding the date on which the last of such Commitments terminates. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year, commencing on the first such date to occur after the date hereof, Termination Date and on the date on which all the Commitments shall have terminated and the Lenders shall have no further Exposures. All commitment fees shall be computed Revolving Loan Commitment Termination Date, a Fee for Borrowers' non-use of available funds in an amount equal to 0.50% per annum (calculated on the basis of a 360 day year of 360 for actual days elapsed) multiplied by the difference between (x) the Maximum Amount and shall be payable (y) the average for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a commitment of a Lender shall be deemed to be used to the extent period of the daily closing balances of the aggregate Revolving Loan outstanding Loans of and outstanding B/As accepted by during the period for which such LenderFee is due. (bc) The applicable Canadian Borrowing Subsidiary agrees If the Borrowers pay after acceleration or voluntarily prepays (other than in each case in connection with a prepayment in full of all Obligations immediately prior to or simultaneously with a disposal by Pegasus, its Affiliates and the other equityholders of Holdings or disposes of all of the assets of the Credit Parties) all or any portion of the Term Loan or terminates or partially reduces all of the Revolving Loan Commitments pursuant to Section 2.3(a) and whether before or after acceleration of the Obligations, Borrowers shall pay to the Term Agent, for the benefit of Term Lenders or the Administrative Agent, for the account benefit of each Canadian Tranche LenderRevolving Lenders, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunderas applicable, in Canadian Dollars, as liquidated damages and compensation for the costs of being prepared to make funds available hereunder an acceptance fee amount equal to the Applicable Percentage (as defined below) multiplied by the principal amount of the Term Loan paid after acceleration or prepaid or Revolving Loan Commitment voluntarily terminated or partially reduced. As used herein, the term "Applicable Percentage" shall mean (i) the product in respect of the Applicable Rate and the face amount of each B/A accepted by such Lender multiplied by Term Loans, (iix) a fraction the numerator of which is the number of days in the Contract Period applicable to such B/A and the denominator of which is 365. three percent (c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent specified above for distribution3.0%), in the case of commitment fees, a prepayment on or prior to the first anniversary of the Closing Date, (y) two percent (2.0%), in the case of a prepayment after the first anniversary of the Closing Date but on or prior to the second anniversary thereof, and (z) one percent (1.0%), in the case of a prepayment after the second anniversary of the Closing Date but on or prior to the third anniversary thereof and (ii) in respect of Revolving Loan Commitments, one-half of one percent (0.5%), in the case of a termination or partial reduction on or prior to the first anniversary of the Closing Date, and (z) one-quarter of one percent (0.25%), in the case of a termination or partial reduction after the first anniversary of the Closing Date but on or prior to the second anniversary thereof. The Credit Parties agree that the Applicable Percentages are a reasonable calculation of the Term Lenders. Fees paid shall not be refundable under any circumstances' lost profits in view of the difficulties and impracticality of determining actual damages resulting from an early termination of the Commitments.

Fees. (a) The Company agrees to pay to the Administrative Agent, in US Dollars, for the account of the office (or Affiliate) of each Lender (except, in the case of any Defaulting Lender, as provided in Section 2.20) from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment fee, which shall accrue at the Applicable Rate on the daily unused amount of the Commitment of such Lender during the period from and including the date hereof to but excluding the date on which the last of such Commitments terminates. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year, commencing on the first such date to occur after the date hereof, and on the date on which all the Commitments shall have terminated and the Lenders shall have no further Exposures. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a commitment of a Lender shall be deemed to be used to the extent of the outstanding Loans of and outstanding B/As accepted by such Lender. (b) The applicable Canadian Borrowing Subsidiary Borrower agrees to pay to the Administrative Agent, for the account of each Canadian Tranche Lender (in each case, pro rata according to the respective Commitments of all such Lenders and, in the case of any Defaulting Lender, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal subject to the provisions of Section 2.18(a)(iii)) having Revolving Exposure: (i) commitment fees for each day from and including the product Closing Date to but excluding the Revolving Facility Maturity Date equal to (A) the average of the Applicable Rate daily difference between (1) the Revolving Commitments and (2) the face aggregate principal amount of each (x) all outstanding Revolving Loans plus (y) the Letter of Credit Usage, times (B/A accepted by such Lender multiplied by ) the Commitment Fee Rate; and (ii) for the period from and including the date of issuance of such Letter of Credit to but excluding the termination date of such Letter of Credit, letter of credit fees equal to (A) the Applicable Margin for Revolving Loans that are SOFR Loans, times (B) the average aggregate daily maximum amount available to be drawn under all such Letters of Credit (regardless of whether any conditions for drawing could then be met and determined as of the close of business on any date of determination). (b) The Borrower agrees to pay directly to the Issuing Bank, for its own account, the following fees: (i) a fraction fronting fee, for the numerator period from and including the date of which is issuance of such Letter of Credit to but excluding the number termination date of days such Letter of Credit, computed at the rate for each day equal to 0.125% per annum on the average daily face value of such Letter of Credit; and (ii) such customary documentary and processing charges for any issuance, amendment, transfer or payment of a Letter of Credit as are in accordance with Issuing Bank’s standard schedule for such charges and as in effect at the Contract Period applicable to time of such B/A and issuance, amendment, transfer or payment, as the denominator of which is 365case may be. (c) All fees referred to in Section 2.9(a) and 2.9(b)(i) shall be payable calculated on the basis of a 360-day year and the actual number of days elapsed and shall be payable quarterly in arrears on April 1, July 1, October 1 and January 1 of each year during the Availability Period, commencing on the first such date to occur after the Closing Date. (d) The Company Borrower agrees to pay to the Administrative Agent, for its own account, fees payable Agent an annual administrative fee in the amounts amount and at the times separately agreed upon between the Company and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, set forth in immediately available funds, to the Administrative Agent specified above for distribution, in the case of commitment fees, to the Lenders. Fees paid shall not be refundable under any circumstancesFee Letter.

Fees. (a) The Company In addition to any other fees specified herein, Borrower agrees to pay to the Administrative Agent, in US Dollars, for the account of the office (or Affiliate) of each Lender (except, in the case of any Defaulting Lender, as provided in Section 2.20) from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment fee, which shall accrue at the Applicable Rate on the daily unused amount of the Commitment of such Lender during the period from and including the date hereof to but excluding the date on which the last of such Commitments terminates. Accrued commitment other fees shall be payable in arrears on the last day of March, June, September and December of each year, commencing on the first such date to occur after the date hereof, and on the date on which all the Commitments shall have terminated and the Lenders shall have no further Exposures. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a commitment of a Lender shall be deemed to be used to the extent of the outstanding Loans of and outstanding B/As accepted by such Lender. (b) The applicable Canadian Borrowing Subsidiary agrees to pay to the Administrative Agent, for the account of each Canadian Tranche Lender, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal to the (i) the product of the Applicable Rate and the face amount of each B/A accepted by such Lender multiplied by (ii) a fraction the numerator of which is the number of days in the Contract Period applicable to such B/A and the denominator of which is 365. (c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between in writing in the Company amounts and at the Administrative Agent. (d) All times so specified, including those set forth in the Fee Letter. Such fees payable hereunder shall be fully earned when paid on the dates due, in immediately available funds, to the Administrative Agent specified above for distribution, in the case of commitment fees, to the Lenders. Fees paid and shall not be refundable for any reason whatsoever (except as expressly agreed between Borrower and Administrative Agent). (b) Borrower agrees to pay on the Closing Date to each Lender party to this Agreement on the Closing Date, as fee compensation for the funding of such Lender’s Term Loan on the Closing Date, a closing fee (the “Closing Fee”) in an amount equal to 1.00% of the stated principal amount of such Lender’s Term Loans made on the Closing Date. Such Closing Fees will be in all respects fully earned, due and payable on the Closing Date and non-refundable and non-creditable thereafter and such Closing Fee shall be netted against the Term Loans made by such Lender. (c) If (i) the principal balance of the Term Loan is repaid, prepaid, refinanced or replaced, for any reason, in whole or in part, (ii) the Obligations are accelerated in accordance with Section 8.01, (iii) an Event of Default has occurred and is continuing under Section 8.01(f) or 8.01(g) or (iv) there is a restructuring, reorganization or compromise of the Obligations by the confirmation of any circumstancesplan of reorganization or any other plan of compromise, restructure, or arrangement in any case under the Bankruptcy Code or any other applicable bankruptcy, insolvency or similar law (each of clauses (i) through (iv) above, referred to herein as a “Prepayment Event”), in each case, on or prior to the second anniversary of the Closing Date, the Borrower shall pay to GSSLG, for the benefit of all Lenders entitled to a portion of the principal amount of the affected Term Loans, an amount (the “Yield Maintenance Premium”) equal to (1) the aggregate amount of interest (including interest payable in cash, in kind or deferred and interest at the Default Rate, if applicable) which would have otherwise been payable on the principal amount of the Term Loan subject to the Prepayment Event from the date of the occurrence of such Prepayment Event until the second anniversary of the Closing Date minus (2) the aggregate amount of interest Lenders would earn if the principal amount of the affected Term Loans were reinvested for the period from the date of the occurrence of such Prepayment Event until the second anniversary of the Closing Date at the Treasury Rate plus 0.50% per annum. No amount will be payable pursuant to the foregoing provisions with respect to (a) any prepayment of all or any part of any Loan on or after the second anniversary of the Closing Date or (b) any mandatory prepayment required to be made under Section 2.13(b). Payment of any Yield Maintenance Premium hereunder constitutes liquidated damages and not a penalty and the actual amount of damages to GSSLG and the Lenders or profits lost by GSSLG and the Lenders as a result of such prepayment would be impracticable and extremely difficult to ascertain, and the Yield Maintenance Premium hereunder is provided by mutual agreement of the Borrower, GSSLG and the Lenders as a reasonable estimation and calculation of such lost profits or damages of GSSLG and the Lenders.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent, in US Dollars, Agent for the account of the office (or Affiliate) of each Lender (excepta commitment fee on the average daily amount of such Lender's Available Commitment under each of the Revolving Tranches at the rate of 0.375% per annum, from the date hereof, in the case of any Defaulting each Bank, and from the effective date specified in the Lender Assignment pursuant to which it became a Lender, as provided in Section 2.20) from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate shall be specified by case of each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to other Lender, until the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment fee, which shall accrue at the Applicable Rate on the daily unused amount Termination Date of the Commitment of such Lender during the period from and including the date hereof to but excluding the date on which the last of such Commitments terminates. Accrued commitment fees shall be respective Revolving Tranche, payable quarterly in arrears on the last day of Marcheach January, JuneApril, September July and December of each yearOctober, commencing on the first such date to occur after following the date hereof, and on the date on which all the Commitments shall have terminated and the Lenders shall have no further Exposures. All commitment fees shall be computed on the basis Termination Date of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a commitment of a Lender shall be deemed to be used to the extent of the outstanding Loans of and outstanding B/As accepted by such LenderRevolving Tranche. (b) The applicable Canadian Borrowing Subsidiary Borrower agrees to pay to the Administrative Agent for the account of each Lender a commission on the average daily aggregate amount of the LC Outstandings from the date hereof until the Termination Date of the Revolving Three-Year Tranche at a rate per annum equal to the Applicable Margin with respect to Eurodollar Rate Loans from time to time, payable quarterly in arrears on the last day of each January, April, July and October, commencing on July 31, 1997, and on the Termination Date of the Revolving Three-Year Tranche; provided, however, that with respect to Letters of Credit that support only performance obligations of the Borrower or any of its Subsidiaries, such commission shall be at a rate per annum equal to 50% of the Applicable Margin with respect to Eurodollar Rate Loans from time to time. The determination (the "Initial Determination") of whether a particular Letter of Credit supports only performance obligations of the Borrower or any of its Subsidiaries shall be made by the Administrative Agent prior to the issuance of such Letter of Credit, and the foregoing Letter of Credit commission shall, subject to clauses (i) and (ii) below, be payable in accordance with such Initial Determination. The Administrative Agent shall promptly give notice of the Initial Determination to the Borrower and each Lender. If the Initial Determination of the Administrative Agent is that, for capital requirements purposes, such Letter of Credit supports only performance obligations of the Borrower or any of its Subsidiaries, then each Lender shall, within 90 days after its receipt of notice of the Initial Determination from the Administrative Agent, provide written notice to the Administrative Agent stating whether it concurs with and approves the Initial Determination. The failure of any Lender to so respond within such 90-day period shall be deemed to constitute an approval by such Lender of the Initial Determination. If the Required Lenders do not concur with and approve the Initial Determination within such period, (i) the Borrower shall pay to the Administrative Agent for the account of each Lender an amount equal to the excess, if any, of (A) the Letter of Credit commission that would have been payable by the Borrower pursuant to the first sentence of this subsection (b) (without giving effect to the proviso thereto) with respect to such Letter of Credit over (B) the actual Letter of Credit commission paid by the Borrower pursuant to this subsection (b) with respect to such Letter of Credit, such amount to be payable immediately upon the Borrower's receipt of notice from the Administrative Agent stating that the Required Lenders failed to concur with and approve the Initial Determination, and (ii) the Letter of Credit commission payable by the Borrower with respect to such Letter of Credit shall be at the rate specified in the first sentence of this subsection (b) (without giving effect to the proviso thereto). If the Initial Determination of the Administrative Agent is that, for capital requirements purposes, a particular Letter of Credit supports only financial obligations of the Borrower or any of its Subsidiaries and, within 30 days after the Administrative Agent gives notice of such Initial Determination to the Borrower and each Lender, the Administrative Agent determines that such Letter of Credit in fact supports only performance obligations of the Borrower or any of its Subsidiaries, the Administrative Agent shall promptly notify the Borrower and each Lender of such determination (the "Final Determination") and each Lender shall, within 90 days after its receipt of notice of the Final Determination from the Administrative Agent, provide written notice to the Administrative Agent stating whether it concurs with and approves the Final Determination. The failure of any Lender to so respond within such 90-day period shall be deemed to constitute an approval by such Lender of the Final Determination. If the Required Lenders concur with and approve the Final Determination within such period, (1) an amount equal to the excess, if any, of (x) the actual Letter of Credit commission paid by the Borrower pursuant to this subsection (b) with respect to such Letter of Credit over (y) the Letter of Credit commission that would have been payable by the Borrower pursuant to the proviso to the first sentence of this subsection (b) with respect to such Letter of Credit, shall be set off and deducted by the Borrower from all subsequent Letter of Credit commissions payable pursuant to this subsection (b) until such amount has been set off and deducted in full, and (2) the Letter of Credit commission payable by the Borrower with respect to such Letter of Credit shall be at the rate specified in the proviso to the first sentence of this subsection (b). In connection with the Lenders' review of each Initial Determination and Final Determination, the Borrower shall provide to each Lender all supporting information regarding the applicable Letter of Credit and such other information as any Lender, through the Administrative Agent, may reasonably request. (c) In addition to the fees provided for in subsections (a) and (b) above, the Borrower shall pay to the Administrative Agent, for the account of each Canadian Tranche LenderChase, on each date on which B/As drawn by such Canadian Borrowing Subsidiary other fees as are accepted hereunderprovided for in that certain letter agreement, in Canadian Dollarsdated May 9, an acceptance fee equal to 1997, among the Borrower, the Arranger and Chase (i) the product of the Applicable Rate and the face amount of each B/A accepted by such Lender multiplied by (ii) a fraction the numerator of which is the number of days in the Contract Period applicable to such B/A and the denominator of which is 365. (c) The Company agrees to pay to the Administrative Agent"Fee Letter"), for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agentspecified therein. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent specified above for distribution, in the case of commitment fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Company Borrower agrees to pay to each Lender, through the Administrative Agent, in US Dollars, for the account of the office (or Affiliate) of each Lender (except, in the case of any Defaulting Lender, as provided in Section 2.20) from which such Lender would make Loans to the Company in US Dollars hereunder (which office or Affiliate shall be specified by each Canadian Tranche Lender and Euro Tranche Lender in a notice delivered to the Administrative Agent prior to the initial payment to such Lender under this paragraph), a commitment fee, which shall accrue at the Applicable Rate on the daily unused amount of the Commitment of such Lender during the period from and including the date hereof to but excluding the date on which the last of such Commitments terminates. Accrued commitment fees shall be payable in arrears on the last day Business Day of March, June, September and December in each year and on each date on which any Commitment of each yearsuch Lender shall expire or be terminated as provided herein, commencing a commitment fee (a "Commitment Fee") equal to the Applicable Revolving Commitment Fee Percentage per annum on the first average daily unused amount of the Commitments (which calculations shall not take into account L/C Exposure relating to Commercial Letters of Credit) of such date to occur after Lender during the preceding quarter (or other period commencing with the date hereof, and on hereof or ending with the Revolving Credit Maturity Date or the date on which all the Commitments of such Lender shall have terminated and the Lenders shall have no further Exposuresexpire or be terminated). All commitment fees Commitment Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)in a year of 360 days. For purposes of computing commitment fees, a commitment of a The Commitment Fee due to each Lender shall commence to accrue on the date hereof and shall cease to accrue on the date on which the Commitment of such Lender shall expire or be deemed to be used to the extent of the outstanding Loans of and outstanding B/As accepted by such Lenderterminated as provided herein. (b) The applicable Canadian Borrowing Subsidiary agrees to pay to the Administrative Agent, for the account of each Canadian Tranche Lender, on each date on which B/As drawn by such Canadian Borrowing Subsidiary are accepted hereunder, in Canadian Dollars, an acceptance fee equal to the (i) the product of the Applicable Rate and the face amount of each B/A accepted by such Lender multiplied by (ii) a fraction the numerator of which is the number of days in the Contract Period applicable to such B/A and the denominator of which is 365. (c) The Company Borrower agrees to pay to the Administrative Agent, for its own account, such fees payable as set forth in the Fee Letter (the "Administrative Agent Fees"). (c) With respect to each Letter of Credit, the Borrower agrees to pay: (i) to the Issuing Bank with respect to each Letter of Credit, concurrently with the issuance of each Letter of Credit and annually thereafter, a fronting fee equal to 0.125% per annum on the aggregate outstanding face amount of such Letter of Credit (the "Issuing Bank Fees"); (ii) quarterly in advance, to the Administrative Agent for the ratable account of the Lenders in accordance with each Lender's Pro Rata Percentage of the aggregate L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements), a standby letter of credit fee (the "L/C Participation Fee") in an amount equal to (A) the Applicable Percentage per annum in effect at the time of issuance of such Standby Letter of Credit used to determine the interest rate on Revolving Credit Borrowings comprised of Eurodollar Loans pursuant to Section 2.06 times (B) the face amount of such Standby Letter of Credit through the termination or expiration of such Standby Letter of Credit, which fee the Administrative Agent shall promptly pay to the Lenders; (iii) concurrently with the issuance of each Commercial Letter of Credit, to the Administrative Agent for the ratable account of the Lenders in accordance with each Lender's Pro Rata Percentage of the aggregate L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements), a commercial letter of credit issuance fee in the amount set forth from time to time as the Issuing Bank's published scheduled fee for the issuance of commercial letters of credit, which fee the Administrative Agent shall promptly pay to the Lenders; and (iv) and concurrently with each negotiation, drawing or amendment of each Commercial Letter of Credit, to the Issuing Bank for the sole account of the Issuing Bank, negotiation, drawing and amendment fees in the amounts and at set forth from time to time as the times separately agreed upon between the Company and the Administrative AgentIssuing Bank's published scheduled fees for such services. (d) All fees payable hereunder Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent specified above for distribution, in if and as appropriate, among the case of commitment feesLenders, except that the Issuing Bank Fees and any fees incurred pursuant to Section 2.05(c)(iv) shall be paid directly to the LendersIssuing Bank. Once paid, none of the Fees paid shall not be refundable under any circumstances.