Common use of The U Clause in Contracts

The U. S. Borrower from time to time agrees to pay (i) to each Lender (other than any Defaulting Lender), through the Administrative Agent, three Business Days after the last day of March, June, September and December of each year and three Business Days after the date on which the Commitments of all the Lenders shall be terminated as provided herein, a fee (an “L/C Participation Fee”) on such Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements), during the preceding quarter (or shorter period ending with the applicable Maturity Date or the date on which the Revolving Facility Commitments shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Borrowings effective for each day in such period and (ii) to each Issuing Bank, for its own account, (x) three Business Days after the last day of March, June, September and December of each year and three Business Days after the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to the U.S. Dollar Equivalent of 0.125% per annum of the daily average stated amount of such Letter of Credit (or as otherwise agreed with such Issuing Bank), plus (y) in connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank’s customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees are payable in U.S. Dollars and shall be computed on the basis of the actual number of days elapsed in a year of 360 days.

The U. S. Borrower (on behalf of itself and the Foreign Subsidiary Borrowers) from time to time agrees to pay (i) to each U.S. Revolving Facility Lender (other than any Defaulting Lender), through the Administrative Agent, three 10 Business Days after the last day of March, June, September and December of each year and three Business Days after the date on which the Revolving Credit Commitments of all the Lenders shall be terminated as provided herein, a fee (an “"L/C Participation Fee”") on such Lender’s 's U.S. Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements), during the preceding quarter (or shorter period commencing with the Closing Date or ending with the applicable Revolving Credit Maturity Date or the date on which the U.S. Revolving Facility Commitments shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Borrowings effective for each day in such period minus the amount of Issuing Bank Fees (as defined below) set forth in clause (ii)(x) below and (ii) to each Issuing Bank, for its own account, (x) three Business Days after the last day of March, June, September and December of each year and three Business Days after the date on which the U.S. Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to the U.S. Dollar Equivalent 1/4 of 0.1251% per annum of the daily average stated amount of such Letter of Credit (or as otherwise agreed with such Issuing BankCredit), plus (y) in connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank’s 's customary documentary and processing fees and charges (collectively, “"Issuing Bank Fees”"). All L/C Participation Fees and Issuing Bank Fees that are payable in U.S. Dollars and on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days.

The U. S. Borrower from time to time agrees to pay (i) to each Lender (other than any Defaulting Lender), through the Administrative Agent, three Business Days after the last day of March, June, September and December of in each year year, and three Business Days after the date on which the Commitments of all the Lenders shall be terminated as provided herein, a commitment fee (an a “L/C Participation Commitment Fee”) on such Lender’s Revolving Facility Percentage the average daily amount of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements), Available Unused Commitment of such Lender during the preceding quarter (or shorter other period ending with the applicable Maturity Date or the date on which the Revolving Facility last of the Commitments of such Lender shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Borrowings effective for each day in such period and (ii) to each Issuing Bank, for its own account, (x) three Business Days after the last day of March, June, September and December of each year and three Business Days after the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to the U.S. Dollar Equivalent of 0.125% per annum of the daily average stated amount of such Letter of Credit (or as otherwise agreed with such Issuing Bank), plus (y) in connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank’s customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”)Applicable Commitment Fee. All L/C Participation Commitment Fees and Issuing Bank Fees are shall be payable in U.S. Dollars and shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the Closing Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as provided herein. For purposes of computing the average daily amount of any Revolving L/C Exposure for any period under this Section 2.13(a) and under Section 2.13(b), the average daily amount of Alternative Currency Revolving L/C Exposure for such period shall be calculated by multiplying (i) the average daily balance of each Alternative Currency Letter of Credit (expressed in the currency in which such Alternative Currency Letter of Credit is denominated) by (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.

The U. S. Borrower from time to time agrees to pay (i) to each Lender (other than any Defaulting Domestic Revolving Credit Lender), through the Administrative Agent, three Business Days after on the last day Business Day of March, June, September and December of in each year and three Business Days after the on each date on which the Commitments Domestic Revolving Credit Commitment of all the Lenders such Lender shall expire or be terminated as provided herein, a facility fee equal to the Applicable Percentage per annum in effect from time to time on the daily amount (an “L/C Participation Fee”whether used or unused) on such Lender’s Revolving Facility Percentage of the daily aggregate Domestic Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements), Credit Commitment of such Lender during the preceding quarter (or shorter other period commencing on the Closing Date or ending with the applicable Revolving Credit Maturity Date or the date on which the Domestic Revolving Facility Commitments Credit Commitment of such Lender shall expire or be terminated) at ). The U.S. Borrower and the rate per annum equal U.K. Borrower jointly and severally agree to the Applicable Margin for Eurocurrency Revolving Borrowings effective for each day in such period and (ii) pay to each Issuing BankU.K. Lender, for its own accountthrough the Administrative Agent, (x) three Business Days after on the last day Business Day of March, June, September and December of in each year and three Business Days after the on each date on which the U.K. Revolving Facility Commitments Credit Commitment of all the Lenders such Lender shall expire or be terminated as provided herein, a fronting facility fee equal to the Applicable Percentage per annum in effect from time to time on the daily amount (whether used or unused) of the U.K. Revolving Credit Commitment of such Lender during the preceding quarter (or other period commencing on the Closing Date or ending with the Revolving Credit Maturity Date or the date on which the U.K. Revolving Credit Commitment of such Lender shall expire or be terminated). The U.S. Borrower, the Canadian Borrower, the Australian Borrower and the New Zealand Borrower jointly and severally agree to pay to each Multicurrency Revolving Credit Lender, through the Administrative Agent, on the last Business Day of March, June, September and December in each year and on each date on which the Multicurrency Revolving Credit Commitment of such Lender shall expire or be terminated as provided herein, a facility fee (together with the facility fees provided for in the preceding two sentences, the “Facility Fees”) equal to the Applicable Percentage per annum in effect from time to time on the daily amount (whether used or unused) of the Multicurrency Revolving Credit Commitment of such Lender during the preceding quarter (or other period commencing on the Closing Date or ending with the Revolving Credit Maturity Date or the date on which the Multicurrency Revolving Credit Commitment of such Lender shall expire or be terminated). Notwithstanding the foregoing, if any Revolving Credit Exposure remains outstanding following any expiration or termination of the Revolving Credit Commitments as contemplated by the three preceding sentences, the Facility Fees shall continue to accrue on such Revolving Credit Exposure for so long as such Revolving Credit Exposure remains outstanding and shall be payable on demand. In addition, the Facility Fees otherwise payable to any Defaulting Lender in respect of each Letter the unused portion of such Defaulting Lender’s Revolving Credit issued by such Issuing Bank Commitments shall not be payable for so long as, and with respect to the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to the U.S. Dollar Equivalent of 0.125% per annum of the daily average stated amount of such Letter of Credit (or as otherwise agreed with such Issuing Bank), plus (y) in connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunderduring which, such Issuing Bank’s customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”)Lender is a Defaulting Lender. All L/C Participation Facility Fees and Issuing Bank Fees are payable in U.S. Dollars and shall be computed on the basis of the actual number of days elapsed in a year of 360 days. The Facility Fee due to each Lender shall commence to accrue on and including the Closing Date and shall cease to accrue on the date on which the applicable Revolving Credit Commitment of such Lender shall expire or be terminated as provided herein and there is not any remaining Revolving Credit Exposure of such Lender.

The U. S. Borrower from time to time agrees Borrowers agree to pay to: (ia) to the Administrative Agent for the account of each Revolving Lender with a U.S./Canadian Revolving Facility Commitment (other than any Defaulting Lender, it being understood that at any time the Issuing Bank has Fronting Exposure to such Defaulting Lender, the U.S. L/C Participation Fee with respect to such Fronting Exposure will be payable to the Issuing Bank for its own account), through on the Administrative Agent, three Business Days first day after the last day of March, June, September and December end of each year and three Business Days fiscal quarter of Holdings in each fiscal year, commencing with the first day after the end of the first full fiscal quarter of Holdings ending after the Closing Date, and on each Maturity Date and any date on which the Commitments of all the Lenders shall be are terminated as provided herein, a fee (an a “U.S. L/C Participation Fee”) on such Lender’s U.S./Canadian Revolving Facility Percentage of the daily aggregate U.S. Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed U.S. L/C Disbursements), during the preceding quarter fiscal calendar (or shorter in the case of the first full fiscal quarter, the period commencing on the Closing Date and ending with the applicable end of the first full fiscal quarter, or ending with the Maturity Date or the date on which the Revolving Facility Commitments shall be are terminated, as applicable) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Facility Borrowings effective for each day in such period and period; and (iib) to each Issuing Bank, for its own account, account (xi) three on the first Business Days Day after the last day of March, June, September and December end of each year and three fiscal quarter of Holdings in each fiscal year, commencing with the first Business Days Day after the end of the first full fiscal quarter of Holdings ending after the Closing Date, and on each Maturity Date and any date on which the Revolving Facility Commitments of all the Lenders shall be are terminated as provided herein, a fronting fee in respect of each U.S./Canadian Letter of Credit issued by on behalf of a U.S. Borrower issued by, or the term of which is extended by, such Issuing Bank for the period from and including the date of issuance or extension of such U.S./Canadian Letter of Credit to and including the termination of such U.S./Canadian Letter of Credit, computed at a rate equal to the U.S. Dollar Equivalent of 0.125% per annum of the daily average stated amount of such U.S./Canadian Letter of Credit (or as otherwise agreed with such Issuing Bank), plus (yii) in connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank’s customary issuance fees and customary documentary and processing fees and charges (collectively, “U.S. Issuing Bank Fees”). All U.S. L/C Participation Fees and U.S. Issuing Bank Fees that are payable in U.S. Dollars and shall on a per annum basis will be computed on the basis of the actual number of days elapsed in a year of 360 days.

The U. S. Borrower from time to time agrees to pay (i) to each Revolving Facility Lender (other than any Defaulting Lender)) in respect of a Tranche, through the Administrative Agent, three Business Days after the last day of March, June, September and December of each year and three Business Days after the date on which the Revolving Facility Commitments in respect of such Tranche of all the Lenders shall be terminated as provided herein, a fee (an “L/C Participation Fee”) on such Lender’s Revolving Facility Tranche Percentage of the daily aggregate Revolving L/C Exposure with respect to such Tranche (excluding the portion thereof attributable to unreimbursed Revolving L/C Disbursements), during the preceding quarter (or shorter period ending with the applicable Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments in respect of such Tranche shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Borrowings effective for each day in such period (provided that, solely in respect of the CIGNA L/C, such rate per annum shall be equal to such Applicable Margin minus 0.50%) and (ii) to each Issuing BankBank in respect of any Tranche of the Revolving Facility, for its own account, (x) three Business Days after the last day of March, June, September and December of each year and three Business Days after the date on which the Revolving Facility Commitments in respect of such Tranche of all the Lenders shall be terminated as provided herein, a fronting fee in respect of each Revolving Letter of Credit issued by such Issuing Bank for the period from and including the date of issuance of such Revolving Letter of Credit to and including the termination of such Revolving Letter of Credit, computed at a rate equal to the U.S. Dollar Equivalent 1/4 of 0.1251% per annum of the daily average stated amount of such Revolving Letter of Credit (or as otherwise agreed with such Issuing Bank), plus (y) in connection with the issuance, amendment or transfer of any such Letter of Credit or any Revolving L/C Disbursement thereunder, such Issuing Bank’s customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable in U.S. Dollars and on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days.

The U. S. Borrower from time to time agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender (other than a commitment fee, which shall accrue at the Applicable Rate on the daily amount by which the Revolving Commitment of such Lender exceeds the Revolving Loans and LC Exposure of such Lender during the period from and including the Delayed Draw Funding Date to but excluding the date on which such Commitment terminates; provided that any commitment fee 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 the U.S. Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the U.S. Borrower prior to such time; and provided, further, that no commitment fee shall accrue on the Revolving Commitment of a Defaulting Lender at any time that such Lender shall be a Defaulting Lender), . Accrued commitment fees accrued through the Administrative Agent, three Business Days after and including the last day of March, June, September and December of each year and three Business Days after the date year, commencing on which the Commitments of all the Lenders March 31, 2017, shall be terminated payable in arrears on the third Business Day following such last day of March, June, September or December, as provided hereinapplicable, a fee (an “L/C Participation Fee”) and accrued commitment fees shall be payable on such Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements), during the preceding quarter (or shorter period ending with the applicable Maturity Date or the date on which the Revolving Facility Commitments shall be terminatedterminate; provided, however, that if the Administrative Agent has not notified the U.S. Borrower pursuant to Section 1.09(b)(iii) at of the rate per annum equal to determination of the Applicable Margin for Eurocurrency Revolving Borrowings effective for Dollar Equivalent of each day in such period Letter of Credit, Borrowing and (ii) to each Issuing Bank, for its own account, (x) three Business Days after LC Disbursement outstanding as of the last day of March, June, September and December of each year and three or December, as applicable, at least one Business Days after Day prior to the date on which such commitment fees would be payable, then accrued commitment fees for such period shall not be payable until the first Business Day following the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fronting fee in respect of each Letter of Credit issued by Administrative Agent provides such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to the U.S. Dollar Equivalent of 0.125% per annum of the daily average stated amount of such Letter of Credit (or as otherwise agreed with such Issuing Bank), plus (y) in connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank’s customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”)notice. All L/C Participation Fees and Issuing Bank Fees are payable in U.S. Dollars and commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed in a year of 360 days(including the first day but excluding the last day).

The U. S. Borrower (on behalf of itself and the Foreign Subsidiary Borrowers) from time to time agrees to pay (i) to each U.S. Revolving Facility Lender (other than any Defaulting Lender), through the Administrative Agent, three 10 Business Days after the last day of March, June, September and December of each year and three Business Days after the date on which the Revolving Credit Commitments of all the Lenders shall be terminated as provided herein, a fee (an “"L/C Participation Fee”") on such Lender’s 's U.S. Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements), during the preceding quarter (or shorter period commencing with the date hereof or ending with the applicable Revolving Credit Maturity Date or the date on which the U.S. Revolving Facility Commitments shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Borrowings effective for each day in such period minus the amount of Issuing Bank Fees (as defined below) set forth in clause (ii)(x) below and (ii) to each Issuing Bank, for its own account, (x) three Business Days after the last day of March, June, September and December of each year and three Business Days after the date on which the U.S. Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to the U.S. Dollar Equivalent 1/4 of 0.1251% per annum of the daily average stated amount of such Letter of Credit (or as otherwise agreed with such Issuing BankCredit), plus (y) in connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank’s 's customary documentary and processing fees and charges (collectively, “"Issuing Bank Fees”"). All L/C Participation Fees and Issuing Bank Fees that are payable in U.S. Dollars and on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days.

The U. S. Borrower from time to time agrees to pay (i) to each Lender (other than any Defaulting Lender), through the U.S. Administrative Agent, three Business Days after Agent for the last day of March, June, September and December account of each year and three Business Days after the date on which the Commitments of all the Lenders shall be terminated as provided herein, U.S. $ Revolving Lender a participation fee (an “L/C a "U.S. $ LC Participation Fee”") with respect to its participations in U.S. $ Letters of Credit, which shall accrue (A) in the case of standby U.S. $ Letters of Credit, at the same Applicable Rate as is used to determine the rate of interest on Eurodollar U.S. $ Revolving Loans and (B) in the case of trade U.S. $ Letters of Credit, at 60% of such Applicable Rate, in each case on the average daily amount of such U.S. $ Revolving Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C 's U.S. $ LC Exposure (excluding the any portion thereof attributable to unreimbursed L/C U.S. $ LC Disbursements), ) during the preceding quarter (or shorter period ending with from and including the applicable Maturity Closing Date or to but excluding the later of the date on which such Lender's U.S. $ Revolving Commitment terminates and the Revolving Facility Commitments shall be terminated) at the rate per annum equal date on which such Lender ceases to the Applicable Margin for Eurocurrency Revolving Borrowings effective for each day in such period have any U.S. $ LC Exposure, and (ii) to each U.S. Issuing Bank, for its own account, (x) three Business Days after the last day of March, June, September and December of each year and three Business Days after the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fronting fee (a "U.S. Fronting Fee"), which shall accrue at the rate that shall be agreed upon in respect writing by the U.S. Borrower and such U.S. Issuing Bank on the average daily amount of each Letter the portion of the U.S. $ LC Exposure (excluding any portion thereof attributable to unreimbursed U.S. $ LC Disbursements) attributable to U.S. $ Letters of Credit issued by such U.S. Issuing Bank for Bank, in each case during the period from and including the Closing Date to but excluding the later of the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to the U.S. Dollar Equivalent of 0.125% per annum of $ Revolving Commitments and the daily average stated amount of date on which there ceases to be any U.S. $ LC Exposure, as well as such Letter of Credit (or as otherwise agreed with such U.S. Issuing Bank), plus (y) in connection 's standard fees with respect to the issuance, amendment amendment, renewal or transfer extension of any such U.S. $ Letter of Credit or any L/C Disbursement processing of drawings thereunder, such Issuing Bank’s customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees are payable in U.S. Dollars and shall be computed on the basis of the actual number of days elapsed in a year of 360 days.

The U. S. Borrower from time to time agrees to pay (i) to each Revolving Facility Lender (other than any Defaulting Lender)) in respect of a Tranche, through the Administrative Agent, three Business Days after the last day of March, June, September and December of each year and three Business Days after the date on which the Revolving Facility Commitments in respect of such Tranche of all the Lenders shall be terminated as provided herein, a fee (an “L/C Participation Fee”) on such Lender’s Revolving Facility Tranche Percentage of the daily aggregate Revolving L/C Exposure with respect to such Tranche (excluding the portion thereof attributable to unreimbursed Revolving L/C Disbursements), during the preceding quarter (or shorter period commencing with the Closing Date or ending with the applicable Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments in respect of such Tranche shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Borrowings effective for each day in such period (provided that, solely in respect of the CIGNA L/C, such rate per annum shall be equal to such Applicable Margin minus 0.50%) and (ii) to each Issuing BankBank in respect of any Tranche of the Revolving Facility, for its own account, (x) three Business Days after the last day of March, June, September and December of each year and three Business Days after the date on which the Revolving Facility Commitments in respect of such Tranche of all the Lenders shall be terminated as provided herein, a fronting fee in respect of each Revolving Letter of Credit issued by such Issuing Bank for the period from and including the date of issuance of such Revolving Letter of Credit to and including the termination of such Revolving Letter of Credit, computed at a rate equal to the U.S. Dollar Equivalent 1/4 of 0.1251% per annum of the daily average stated amount of such Revolving Letter of Credit (or as otherwise agreed with such Issuing Bank), plus (y) in connection with the issuance, amendment or transfer of any such Letter of Credit or any Revolving L/C Disbursement thereunder, such Issuing Bank’s customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable in U.S. Dollars and on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days.

The U. S. Borrower (on behalf of itself and the Foreign Subsidiary Borrowers) from time to time agrees to pay (i) to each Revolving Facility Lender (other than any Defaulting Lender), through the Administrative Agent, three 10 Business Days after the last day of March, June, September and December of each year and three Business Days after the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fee (an “"L/C Participation Fee”") on such Lender’s 's Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements), during the preceding quarter (or shorter period commencing with the Closing Date or ending with the applicable Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Borrowings effective for each day in such period and (ii) to each Issuing Bank, for its own account, (x) three Business Days after the last day of March, June, September and December of each year and three Business Days after the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to the U.S. Dollar Equivalent 1/4 of 0.1251% per annum of the daily average stated amount of such Letter of Credit (or as otherwise agreed with such Issuing BankCredit), plus (y) in connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank’s 's customary documentary and processing fees and charges (collectively, “"Issuing Bank Fees”"). All L/C Participation Fees and Issuing Bank Fees that are payable in U.S. Dollars and on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days.

The U. S. Borrower from time to time agrees to pay (i) to each Lender in respect of a Tranche of Revolving Loans (other than any Defaulting Lender), through the Administrative Agent, three Business Days after the last day of March, June, September and December of in each year and three Business Days after the date on which the Commitments of all the Lenders shall be terminated as provided hereinyear, a fee (an “L/C Participation Fee”) on such Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements), during the preceding quarter (or shorter period ending with the applicable Maturity Date or the date on which the Revolving Facility Commitments shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Borrowings effective for each day in such period and (ii) to each Issuing Bank, for its own account, (x) three Business Days after the last day of March, June, September and December of each year and three Business Days after the date on which the Revolving Facility Commitments of all the Lenders in respect of such Tranche shall be terminated as provided herein, a fronting 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 each Letter of Credit issued by such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed Tranche shall be terminated) at a rate equal to the U.S. Dollar Equivalent of 0.1250.50% per annum of the daily average stated amount of such Letter of Credit (or as otherwise agreed with such Issuing Bank), plus (y) in connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank’s customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”)annum. All L/C Participation Commitment Fees and Issuing Bank Fees are payable in U.S. Dollars and shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender 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 of the Commitments of such Lender in respect of such Tranche shall be terminated as provided herein. For purposes of computing the 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), the average daily amount of Alternative Currency Revolving L/C Exposure for such period shall be calculated by multiplying (i) the average daily balance of each Alternative Currency Letter of Credit (expressed in the currency in which such Alternative Currency Letter of Credit is denominated) by (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 Canadian Tranche (i) shall be paid to each Canadian Tranche Lender’s Canadian Lending Office to the extent paid by the Canadian Borrower and (ii) shall be paid to each Canadian Tranche Lender’s U.S. Lending Office to the extent paid by the U.S. Borrower.

The U. S. Borrower from time may, by notice to time agrees the Administrative Agent (which shall promptly notify the Lenders) not less than 40 days and not more than 60 days prior to pay each of the first and second anniversaries of the Effective Date (each anniversary, an “Anniversary Date”), request that each Lender extend such Lender’s Termination Date to the date (the “New Termination Date”) that is one year after the then Final Termination Date; provided that the representations and warranties contained in Article V (Representations and Warranties) shall be correct in all material respects (except any representations and warranties that are qualified by materiality, which shall be true and correct in all respects) as of the date of such request, as though made on and as of such date, other than any such representations or warranties that, by their terms, refer to a different date, which shall be true and correct as of such earlier date. Each Lender, acting in its sole discretion, shall, by written notice to the Administrative Agent given no later than the date (the “Consent Date”) that is 20 days prior to the relevant Anniversary Date (provided that, if such date is not a Business Day, the Consent Date shall be the next succeeding Business Day), advise the Administrative Agent as to: (i) whether or not such Lender agrees to such extension of its Termination Date (each Lender so agreeing to such extension being an “Extending Lender”); and (other than any Defaulting Lender)i) If all of the Lenders are Extending Lenders, through then, effective as of the Administrative AgentConsent Date, three Business Days after the last day of March, June, September and December Termination Date of each year Lender shall be extended to the New Termination Date, and three Business Days after the date on which respective Commitments of the Lenders will not be subject to change at such Consent Date pursuant to this Section 2.15. (ii) If and only if the sum of (x) the aggregate amount of the Commitments of all the Extending Lenders shall be terminated as provided herein, a fee (an “L/C Participation Fee”) on such Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements), during the preceding quarter (or shorter period ending with the applicable Maturity Date or the date on which the Revolving Facility Commitments shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Borrowings effective for each day in such period and (ii) to each Issuing Bank, for its own account, (x) three Business Days after the last day of March, June, September and December of each year and three Business Days after the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to the U.S. Dollar Equivalent of 0.125% per annum of the daily average stated amount of such Letter of Credit (or as otherwise agreed with such Issuing Bank), plus (y) in connection with the issuanceaggregate amount of the Proposed Additional Commitments of the Increasing Lenders (such sum, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank’s customary documentary and processing fees and charges (collectively, the “Issuing Bank FeesExtending Commitments”). All L/C Participation Fees and Issuing Bank Fees are payable in U.S. Dollars and ) shall be computed on the basis equal to at least 50% of the actual number then Total Commitments, then: (A) effective as of days elapsed in a year the Consent Date, the Termination Date of 360 days.each Extending Lender shall be extended to the New Termination Date; (B)

The U. S. Borrower from time to time agrees to pay (i) to each U.S. Revolving Lender (other than any Defaulting Lender), through the Administrative Agent, three Business Days after the last on first day of Marcheach calendar quarter and on the Revolving Facility Maturity Date and, Juneif earlier, September and December of each year and three Business Days after on the date on which the U.S. Revolving Facility Commitments of all the U.S. Revolving Lenders shall be terminated as provided herein, a fee (an a “U.S. L/C – BA Participation Fee”) in Dollars on such Lender’s Revolving Facility Percentage Pro Rata Share of the daily aggregate U.S. Revolving L/C – BA Exposure (excluding the portion thereof attributable to unreimbursed U.S. L/C – BA Disbursements), ) during the preceding quarter (or shorter period commencing with the Closing Date or ending with the applicable Revolving Facility Maturity Date or the date on which the U.S. Revolving Facility Commitments shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Term SOFR Borrowings that are U.S. Revolving Borrowings effective for each day in Loans on such period payment date, and (ii) to each the U.S. Issuing Bank, for its own account, (x) three Business Days after on the last first day of Marcheach calendar quarter and on the Revolving Facility Maturity Date and, Juneif earlier, September and December of each year and three Business Days after on the date on which the U.S. Revolving Facility Commitments of all the U.S. Revolving Lenders shall be terminated as provided herein, a fronting fee in respect of each U.S. Letter of Credit issued by such U.S. Issuing Bank for and outstanding during the preceding quarter (or shorter period from and including commencing with the Closing Date or ending with the Revolving Facility Maturity Date or the date of issuance of such Letter of Credit to and including on which the termination of such Letter of Credit, computed U.S. Revolving Facility Commitments shall be terminated) at a rate per annum equal to the U.S. Dollar Equivalent 1/8 of 0.1251% per annum of the daily average stated amount of such U.S. Letter of Credit (or as otherwise agreed with such Issuing Bank)Credit, plus (y) in connection with the issuance, amendment or transfer of any such U.S. Letter of Credit or any U.S. L/C – BA Disbursement thereunder, such U.S. Issuing Bank’s customary documentary and processing fees and charges (collectively, “U.S. Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees are payable in U.S. Dollars and shall be computed on the basis of the actual number of days elapsed in a year of 360 days.

The U. S. Borrower from time to time agrees to pay a commitment fee (ia "Commitment Fee") to each Lender (other than any Defaulting U.S. Revolving Lender), and the European Borrower agrees to pay a Commitment Fee to each European Revolving Lender, in each case for which payment will be made in arrears through the Administrative Agent, three Business Days after Applicable Agent on the last day of March, June, September and December December, and on the Commitment Fee Termination Date (as defined below). The Commitment Fee due to each Revolving Lender shall commence to accrue on the date of each year this Agreement and three Business Days after shall cease to accrue on the date (the "Commitment Fee Termination Date") that is the later of (i) the date on which the Commitments applicable Revolving Credit Commitment of all the Lenders such Revolving Lender shall be terminated as provided herein, a fee herein and (an “L/C Participation Fee”ii) on such Lender’s Revolving Facility Percentage the date after the end of the daily aggregate Revolving L/C Exposure Credit Commitment Period. The Commitment Fee accrued to each Revolving Lender shall equal the Revolving Credit Commitment Fee Percentage multiplied by such Revolving Lender's Commitment Fee Average Daily Amount (excluding as defined below) for the portion thereof attributable to unreimbursed L/C Disbursements), during the preceding applicable quarter (or shorter period commencing on the date of this Agreement or ending with such Lender's Commitment Fee Termination Date). A Revolving Lender's "Commitment Fee Average Daily Amount" with respect to a calculation period shall equal the applicable Maturity Date or the date on which the Revolving Facility Commitments shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Borrowings effective for each day in average daily amount during such period calculated using the daily amount of (i) in the case of a U.S. Revolving Lender, such U.S. Revolving Lender's U.S. Revolving Credit Commitment less such U.S. Revolving Lender's U.S. Revolving Credit Exposure, and (ii) to in the case of a European Revolving Lender, such European Revolving Lender's European Revolving Credit Commitment less such European Revolving Lender's European Revolving Credit Exposure, in each Issuing Bankcase, for its own account, (x) three Business Days after the last day of March, June, September and December of each year and three Business Days after the date on which the any applicable days during such Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fronting fee in respect of each Letter of Lender's Revolving Credit issued by such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to the U.S. Dollar Equivalent of 0.125% per annum of the daily average stated amount of such Letter of Credit (or as otherwise agreed with such Issuing Bank), plus (y) in connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank’s customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”)Commitment Period. All L/C Participation Commitment Fees and Issuing Bank Fees are payable in U.S. Dollars and shall be computed on the basis of the actual number of days elapsed in a year of 360 days. The U.S. Borrower shall pay all Commitment Fees in respect of U.S. Revolving Credit Commitments in Dollars. The European Borrower shall pay all Commitment Fees in respect of European Revolving Credit Commitments in Euros.