Common use of Fees Clause in Contracts

Fees. (a) The Company agrees to pay to each Revolving Credit Lender, through the Administrative Agent, on each March 31, June 30, September 30 and December 31 and on the Revolving Credit Termination Date and any other date on which the Revolving Credit Loans of such Lender shall be repaid (or on the date of termination of such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date), a commitment fee (a “Commitment Fee”) equal to the Commitment Fee Percentage of the daily average amount of the unused Revolving Credit Commitment of such Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied), during the preceding quarter (or shorter period commencing with the date hereof or ending with the date on which the Revolving Credit Commitment of such Lender shall 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 Revolving Credit Lender shall commence to accrue on the date hereof and shall cease to accrue on the date on which the Revolving Credit Commitment of such Lender is terminated. Anything herein to the contrary notwithstanding, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period (without prejudice to the rights of the Revolving Credit Lenders other than Defaulting Lenders in respect of such fees).

Fees. (a) The Company agrees to Borrower shall pay to each Revolving Credit Lender, through the Administrative Agent, for the account of each Lender in accordance with its Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin times (ii) the actual daily amount by which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until the Revolving Credit Termination Date, including at any time during which one or more of the conditions in Article VI is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March 31March, June 30June, September 30 and December 31 December, commencing with the first such date to occur after the Closing Date, and on the Revolving Credit Termination Date and any other date Date; provided, that (A) no Commitment Fee shall accrue on which the Revolving Credit Loans Commitment of a Defaulting Lender so long as such Lender shall be repaid a Defaulting Lender and (or on the date of termination of such Lender’s Revolving Credit B) any Commitment if such Lender has no Standby Loans outstanding after such date), a commitment fee (a “Commitment Fee”) equal Fee accrued with respect to the Commitment Fee Percentage of a Defaulting Lender during the daily average amount of period prior to the unused Revolving Credit Commitment of time such Lender (whether or became a Defaulting Lender and unpaid at such time shall not be payable by the conditions set forth in Section 5.03 shall have been satisfied), during the preceding quarter (or shorter period commencing with the date hereof or ending with the date on which the Revolving Credit Commitment of Borrower so long as such Lender shall be terminated). All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 daysDefaulting Lender. The Commitment Fee due to shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each Revolving Credit Lender shall commence to accrue on the date hereof and shall cease to accrue on the date on which the Revolving Credit Commitment of such Lender is terminated. Anything herein to the contrary notwithstanding, period during such period quarter that a Revolving Credit Lender is a Defaulting Lendersuch Applicable Margin was in effect. For purposes of clarification, such Defaulting Lender will Swingline Loans shall not be entitled to any Commitment Fees accruing during such period (without prejudice to considered outstanding for purposes of determining the rights unused portion of the Revolving Credit Lenders other than Defaulting Lenders in respect of such fees)Commitments.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit LenderLender a facility fee, through which shall accrue at the Administrative Agent, on each March 31, June 30, September 30 and December 31 and Applicable Rate on the daily amount of the Revolving Credit Termination Commitment of such Lender (whether used or unused) during the period from and including the Closing Date and any other to but excluding the date on which the such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Loans of Exposure after its Revolving Commitment terminates, then such Lender facility fee shall be repaid (or continue to accrue on the date of termination daily Dollar Equivalent of such Lender’s Revolving Credit Exposure from and including the date on which its Revolving Commitment if terminates to but excluding the date on which such Lender has no Standby Loans outstanding after such date)ceases to have any Revolving Credit Exposure; provided, a commitment however, that any facility fee (a “Commitment Fee”) equal accrued with respect to the Commitment Fee Percentage of the daily average amount of the unused unutilized Revolving Credit Commitment of a Defaulting Lender during the period prior to the time such Lender (whether or became a Defaulting Lender and unpaid at such time shall not be payable by the conditions set forth in Section 5.03 Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such facility fee shall otherwise have been satisfied)due and payable by the Borrower prior to such time; and provided further that no facility fee shall accrue on the unutilized Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Accrued facility fees shall be payable in arrears on the last day of March, during the preceding quarter (or shorter period commencing with the date hereof or ending with June, September and December of each year and on the date on which the Revolving Credit Commitment of Commitments terminate, commencing on the first such Lender date to occur after the date hereof; provided that any facility fees accruing after the date on which the Revolving Commitments terminate shall be terminated)payable on demand. All Commitment Fees facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed in a year of 360 days. The Commitment Fee due to each Revolving Credit Lender shall commence to accrue on (including the date hereof and shall cease to accrue on first day but excluding the date on which the Revolving Credit Commitment of such Lender is terminated. Anything herein to the contrary notwithstanding, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period (without prejudice to the rights of the Revolving Credit Lenders other than Defaulting Lenders in respect of such feeslast day).

Fees. (a) The Company Borrower agrees to pay to each Revolving Credit Lender, through the Administrative Agent, on Agent (i) in the case of Revolving Commitments and Term Commitments for the account of each March 31, June 30, September 30 Lender fees for each day during the period from and December 31 and on including the Revolving Credit Termination Effective Date and any other to but excluding the date on which the Revolving Credit Loans of such Lender shall be repaid (or on the date of termination of such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date), terminates at a commitment fee (a “Commitment Fee”) rate equal to the applicable Commitment Fee Percentage Rate for such day, (ii) in the case of Incremental Tranche A Commitments for the daily average account of each Incremental Tranche A Lender fees for each day during the period from and including the Amendment No. 5 Effective Date but excluding the Incremental Tranche A Commitment Termination Date at a rate equal to the applicable Commitment Fee Rate for such day and (iii) in the case of any Additional Incremental Facility Commitment, the rate set forth in the applicable Additional Incremental Facility Agreement for such day, in each case on the unused amount of the unused Revolving Credit each Commitment of such Lender on such day (whether or not collectively, the conditions set forth "COMMITMENT FEES"). Accrued Commitment Fees shall be payable in Section 5.03 shall have been satisfied)arrears on the last day of March, during the preceding quarter (or shorter period commencing with the date hereof or ending with June, September and December of each year and on the date on which the Revolving Credit Commitment of applicable Commitments terminate, commencing on the first such Lender shall be terminated)date to occur after the date hereof. All Commitment Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed in (including the first day but excluding the last day). For purposes of computing commitment fees with respect to Revolving Commitments, a year Revolving Commitment of 360 days. The Commitment Fee due to each Revolving Credit a Lender shall commence be deemed to accrue on be used to the date hereof extent of the outstanding Revolving Loans and shall cease to accrue on the date on which the Revolving Credit Commitment LC Exposure of such Lender is terminated. Anything herein to (and the contrary notwithstanding, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period (without prejudice to the rights of the Revolving Credit Lenders other than Defaulting Lenders in respect Swingline Exposure of such feesLender shall be disregarded for such purpose).

Fees. (a) The Company US Borrower agrees to pay to each Revolving Credit Lender, through the Administrative AgentAgent for the account of each US Revolving Lender a commitment fee, on each March 31, June 30, September 30 and December 31 and which shall accrue at the then applicable Commitment Fee Rate on the Revolving Credit Termination Date and any other date on which the Revolving Credit Loans average daily unused amount of such Lender shall be repaid (or on the date of termination of such US Revolving Lender’s US Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date), a commitment fee (a “Commitment Fee”) equal to the Commitment Fee Percentage of the daily average amount of the unused Revolving Credit Commitment of such Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied), during the preceding quarter (or shorter period commencing with from and including the date hereof or ending with Effective Date to but excluding the date on which the US Revolving Credit Lenders’ Commitments terminate; provided, that, for this purpose, such US Revolving Lender’s US Revolving Commitments will be deemed to be reduced by its Applicable Percentage of the aggregate amount of the Canadian Revolving Commitments and the UK Revolving Commitments, at any time such commitments are outstanding; provided further that the UK Revolving Commitments will not be deemed to be outstanding for this purpose until such time as the UK Loan Parties have completed the UK Whitewash Procedures and complied with Section 5.15 hereof. The Canadian Borrower agrees to pay to the Canadian Administrative Agent for the account of each Canadian Revolving Lender a commitment fee, which shall accrue at the then applicable Commitment Fee Rate on the average daily unused amount of the Canadian Revolving Commitment of such Revolving Lender during the period from and including the Effective Date to but excluding the date on which the Canadian Revolving Lenders’ Commitments terminate. The UK Borrower agrees to pay to the UK Administrative Agent for the account of each UK Revolving Lender a commitment fee, which shall accrue at the then applicable Commitment Fee Rate on the average daily unused amount of the UK Revolving Commitment of such Revolving Lender during the period from and including the Effective Date to but excluding the date on which the UK Revolving Lenders’ Commitments terminate. The UAE Borrower agrees to pay to the UAE Administrative Agent for the account of each UAE Revolving Lender a commitment fee, which shall accrue at the then applicable Commitment Fee Rate-UAE on the average daily unused amount of the UAE Revolving Commitment of such Revolving Lender during the period from and including the date a UAE Revolving Commitment becomes effective pursuant to a UAE Joinder Agreement to but excluding the date on which the UAE Revolving Lenders’ Commitments terminate. The Singapore Borrower agrees to pay to the Singapore Administrative Agent for the account of each Singapore Revolving Lender a commitment fee, which shall accrue at the then applicable Commitment Fee Rate-Singapore on the average daily unused amount of the Singapore Revolving Commitment during the period from and including the date a Singapore Revolving Commitment becomes effective pursuant to a Singapore Joinder Agreement to but excluding the date on which the Singapore Revolving Lenders’ Commitments terminate. Accrued commitment fees shall be terminatedpayable in arrears on the first day of each calendar month and on the date on which the Commitments terminate (as applicable), commencing on the first such date to occur after the date hereof. All Commitment Fees commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed in a year of 360 days. The Commitment Fee due to each Revolving Credit Lender shall commence to accrue on the date hereof and shall cease to accrue on the date on which the Revolving Credit Commitment of such Lender is terminated. Anything herein to the contrary notwithstanding, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period (without prejudice to the rights of the Revolving Credit Lenders other than Defaulting Lenders in respect of such fees)elapsed.

Fees. (a1) The Company agrees Borrower agrees, to pay to each Revolving Credit Lender (other than any Defaulting Lender), through the Administrative Agent, on the fifth Business Day after the end of each March 31fiscal quarter of the Borrower, June 30commencing with the first full fiscal quarter of the Borrower ending after the Closing Date, September 30 and December 31 and on the Revolving Credit Termination each Maturity Date and any other date on which the Revolving Credit Loans Commitments of such Lender shall be repaid (or on all the date of termination of such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date)Lenders are terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to the Commitment Fee Percentage of on the daily average amount of the unused Revolving Credit Available Unused Commitment of such Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied), during the preceding fiscal quarter (or shorter other period commencing with the date hereof Closing Date, or in the case of the first full fiscal quarter, the period commencing on the Closing Date and ending with the end of the first fiscal quarter, or ending with the date on which the Revolving Credit Commitment last of the Commitments of such Lender will be terminated, as applicable) at a rate equal to the Applicable Commitment Fee Percentage (which shall be terminatedadjusted quarterly on each Adjustment Date). All Commitment Fees shall will be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated will be deemed to be zero. The Commitment Fee due to each Revolving Credit Lender shall will commence to accrue on the date hereof Closing Date and shall will cease to accrue on the date on which the Revolving Credit Commitment last of the Commitments of such Lender is terminated. Anything herein to the contrary notwithstanding, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period (without prejudice to the rights of the Revolving Credit Lenders other than Defaulting Lenders in respect of such fees)terminated as provided herein.

Fees. (a1) The Company agrees to pay to each Revolving Credit Lender, through Without limiting the Administrative Agent, on each March 31, June 30, September 30 and December 31 and on the Revolving Credit Termination Date and any other date on which the Revolving Credit Loans of such Lender shall be repaid (or on the date of termination of such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date), a commitment fee (a “Commitment Fee”) equal to the Commitment Fee Percentage generality of the daily average amount of the unused Revolving Credit Commitment of such Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied)foregoing, during the preceding quarter (or shorter period commencing with the date hereof or ending with the date on which the Revolving Credit Commitment of such Lender shall 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 Revolving Credit Lender shall commence to accrue on the date hereof and shall cease to accrue on the date on which the Revolving Credit Commitment of such Lender is terminated. Anything herein notwithstanding anything to the contrary notwithstandingin this Agreement, during the Convertible Notes or any Note Documents, it is understood and agreed that if the Obligations are accelerated or otherwise become due prior to the Stated Maturity Date for any reason, including because of an Event of Default or the commencement of any proceeding under Debtor Relief Laws, the Specified Fees (in the case of the Administration Fee, to the extent then-earned and unpaid), in each case determined as of such period acceleration or other due date, will be due and payable as of such acceleration or, as applicable, other due date and shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Holder’s lost profits as a result thereof. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH 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. The Specified Fees shall also be payable in the event the Obligations (and/or this Agreement) are satisfied or released by foreclosure (whether by power of judicial proceeding or otherwise), deed in lieu of foreclosure or by any other similar means, or reinstated pursuant to section 1124 of the Bankruptcy Code. THE NOTE PARTIES EXPRESSLY AGREE THAT (I) EACH SPECIFIED FEE IS REASONABLE AND IS THE PRODUCT OF AN ARM’S LENGTH TRANSACTION BETWEEN SOPHISTICATED BUSINESS PEOPLE, ABLY REPRESENTED BY COUNSEL, (II) THE SPECIFIED FEES SHALL BE PAYABLE NOTWITHSTANDING THE THEN PREVAILING MARKET RATES AT THE TIME PAYMENT IS MADE, (III) THERE HAS BEEN A COURSE OF CONDUCT BETWEEN THE HOLDERS AND THE NOTE PARTIES GIVING SPECIFIC CONSIDERATION IN THIS TRANSACTION FOR SUCH AGREEMENT TO PAY THE SPECIFIED FEES, (IV) THE SPECIFIED FEES ARE NOT INTENDED TO ACT AS OR CONSTITUTE A PENALTY OR PUNISH ANY NOTE PARTY FOR ANY PREPAYMENT OR REPAYMENT, (V) THE NOTE PARTIES’ AGREEMENT TO PAY THE SPECIFIED FEES IS A MATERIAL INDUCEMENT TO THE HOLDERS TO HOLD THE CONVERTIBLE NOTES AND PROVIDE CERTAIN CONSENTS AND WAIVERS IN CONNECTION WITH THE THIRD AMENDMENT, (VI) NO PORTION OF ANY SPECIFIED FEE REPRESENTS “UNMATURED INTEREST” WITHIN THE MEANING OF 11 U.S.C. § 502(b), AND (VIII) THE NOTE PARTIES SHALL BE ESTOPPED FROM HEREAFTER CLAIMING DIFFERENTLY THAN AS AGREED TO IN THIS SECTION 1.2(d). Each Note Party expressly acknowledges that a Revolving Credit Lender its agreement to pay the Specified Fees to the Holders as herein described is a Defaulting Lender, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period (without prejudice material inducement to the rights Holders to enter into this Agreement and the Third Amendment and the other amendments to the Note Documents, to continue to hold the Convertible Notes and provide any applicable waivers, consents and/or other consideration agreed to in connection therewith. Each Note Party further expressly acknowledges and agrees that, prior to executing the Third Amendment, it has had the opportunity to review, evaluate, and negotiate the Specified Fees and the calculations thereof with its advisors, and that the Specified Fees are a good faith reasonable approximation of the Revolving Credit Lenders other than Defaulting Lenders Holders’ liquidated damages upon the applicable triggering events, taking into account all of the circumstances, including the costs of funds, the opportunity cost of capital, the relative risk of the investment, and the operational benefits for the Note Parties from continued use of funds to pursue the Divestiture Transaction and in respect their continued business as a result of such fees)the Holders’ agreement to accept the Specified Fees in lieu of additional up-front fees in cash.

Fees. (a) The Company Borrower agrees to pay to each Revolving Credit Facility Lender (other than any Defaulting Lender), through the Administrative Agent, on each March 31three Business Days after the last day of March, June 30June, September 30 and December 31 in each year, and on three Business Days after the Revolving Credit Termination Date and any other date on which the Revolving Credit Loans Facility Commitments of such Lender all the Revolving Facility Lenders shall be repaid terminated as provided herein (or on which, if said day is not a Business Day, then the date of termination of such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such datenext Business Day thereafter), a commitment fee (a “Commitment Fee”) equal to the Commitment Fee Percentage of on the daily average amount of the unused Revolving Credit Available Unused Commitment of such Revolving Facility Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied), during the preceding quarter (or shorter period commencing with the date hereof Closing Date or ending with the date on which the last of the Revolving Credit Commitment Facility Commitments of such Lender shall be terminated), which shall accrue at a rate equal to the Applicable Margin. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Revolving Credit Facility Lender shall commence to accrue on the date hereof Closing Date and shall cease to accrue on the date on which the last of the Revolving Credit Commitment Facility Commitments of such Lender is terminated. Anything herein to the contrary notwithstanding, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not shall be entitled to any Commitment Fees accruing during such period (without prejudice to the rights of the Revolving Credit Lenders other than Defaulting Lenders in respect of such fees)terminated as provided herein.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit LenderLender an unused fee (the “Unused Fee”), through which shall accrue during the Administrative Agentperiod from and including the date of this Agreement to, on each March 31but excluding, June 30, September 30 and December 31 and on the Revolving Credit Termination Date and any other date on which such Revolving Commitment terminates, at a rate per annum equal to (i) prior to the occurrence of a Security Interest Termination Event (a) at 0.25% per annum on the daily unused amount of the Revolving Credit Loans Commitment of such Revolving Lender shall be repaid (or on the date of termination if Usage is less than 50% of such Revolving Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date)Commitment, a commitment fee and (a “Commitment Fee”b) equal to the Commitment Fee Percentage of at 0.20% per annum on the daily average unused amount of the unused Revolving Credit Commitment of such Revolving Lender if Usage is greater than or equal to 50% of such Revolving Lender’s Revolving Commitment or (whether ii) following the occurrence of a Security Interest Termination Event, (a) at 0.20% per annum on the daily unused amount of the Revolving Commitment of such Revolving Lender if Usage is less than 50% of such Revolving Lender’s Revolving Commitment, and (b) at 0.15% per annum on the daily unused amount of the Revolving Commitment of such Revolving Lender if Usage is greater than or not equal to 50% of such Revolving Lender’s Revolving Commitment. Unused Fees accrued through and including the conditions set forth in Section 5.03 last day of March, June, September and December of each year shall have been satisfied), during be payable on the preceding quarter (or shorter period commencing with the date hereof or ending with third Business Day following such last day and on the date on which the Revolving Credit Commitment Commitments terminate, commencing on the first such date to occur after the Effective Date; provided that any Unused Fees accrued as of such Lender the date on which the Revolving Commitments terminate shall be terminated)payable on demand. All Commitment Unused 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. The Commitment Fee due to each Revolving Credit Lender (including the first day but excluding the last day) and shall commence to accrue be based on the date hereof and shall cease to accrue on the date on which the then existing Revolving Credit Commitment of such Lender is terminated. Anything herein to the contrary notwithstanding, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period (without prejudice to the rights Commitments of the Revolving Credit Lenders other than Defaulting Lenders in respect of such fees)Lenders.

Fees. Borrower shall pay when due the reasonable fees of the Construction Consultant, all reasonable costs and expenses, including, without limitation, appraisal fees (aonly if required by law after the initial appraisal) The Company agrees recording fees and charges, abstract fees, title policy fees, escrow fees, reasonable attorneys’ fees, fees of inspecting architects and engineers to pay the extent provided hereunder in connection with Advances, fees of environmental consultants to each Revolving Credit the extent provided in the Mortgage, and all other reasonable and customary costs and expenses which have been incurred or which may hereafter be incurred by Lender in connection with the preparation and execution of the Loan Documents, including any extension, amendment or modification thereof; the funding of the Loan, the administration and enforcement of this Agreement, the Mortgage, the Note, and the other Loan Documents, including, without limitation, reasonable attorneys’ fees in any action for the foreclosure of the Mortgage and the collection of the Loan, and all such fees incurred in connection with any bankruptcy or insolvency proceeding; and Borrower will, within twenty (20) days after demand by Lender, through the Administrative Agentreimburse Lender for all such expenses which have been incurred; and Borrower will indemnify and hold harmless Lender from and against, and reimburse it for all claims, demands, liabilities, losses, damages, judgments, penalties, costs, and expenses (including, without limitation, reasonable attorneys’ fees) which may be imposed upon, asserted against, or incurred or paid by Lender by reason of, on each March 31account of or in connection with any bodily injury or property damage occurring in or upon or in the vicinity of the Property through any cause whatsoever or asserted against Lender or Borrower on account of any act performed or omitted to be performed hereunder by Borrower or on account of any transaction arising out of or in any way connected with the Property, June 30or with this Agreement or any of the indebtedness evidenced by the Note, September 30 provided that the foregoing indemnity shall not apply to any such liabilities, losses, damages and December 31 and on expenses of Lender to the Revolving Credit Termination Date and any other extent arising from the willful misconduct or gross negligence of Lender. All amounts incurred or paid by Lender under this Section 5.1.27, together with interest thereon at the Default Rate from the due date on which the Revolving Credit Loans of such Lender until paid by Borrower, shall be repaid (or on the date of termination of such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date), a commitment fee (a “Commitment Fee”) equal added to the Commitment Fee Percentage Debt and shall be secured by the lien of the daily average amount of the unused Revolving Credit Commitment of such Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied), during the preceding quarter (or shorter period commencing with the date hereof or ending with the date on which the Revolving Credit Commitment of such Lender shall 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 Revolving Credit Lender shall commence to accrue on the date hereof and shall cease to accrue on the date on which the Revolving Credit Commitment of such Lender is terminated. Anything herein to the contrary notwithstanding, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period (without prejudice to the rights of the Revolving Credit Lenders other than Defaulting Lenders in respect of such fees)Mortgage.

Fees. (a) The Company agrees to Borrower shall pay to each Revolving Credit Lender, through the Administrative Agent, on for the account of each March 31, June 30, September 30 and December 31 and on the Revolving Credit Termination Date and any other date on which the Revolving Credit Loans Lender of such Lender shall be repaid (or on the date of termination of such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date)each tranche, a commitment fee (a the “Commitment Fee”) equal for the period commencing on the Closing Date to the Termination Date of such tranche, computed at the Applicable Revolving Commitment Fee Percentage of on the average daily average amount of the unused Available Revolving Credit Commitment of such Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied), during the preceding quarter period for which payment is made, payable in arrears on each Fee Payment Date commencing on the first such date to occur after the Closing Date; provided that (or shorter period commencing x) any Commitment Fee accrued with the date hereof or ending with the date on which respect to the Revolving Credit 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 Borrower so long as such Lender shall be terminated). All Commitment Fees shall be computed on a Defaulting Lender except to the basis of the actual number of days elapsed in a year of 360 days. The extent that such Commitment Fee shall otherwise have been due and payable by the Borrower prior to each Revolving Credit Lender such time and (y) no Commitment Fee shall commence to accrue on the date hereof and shall cease to accrue on the date on which the Revolving Credit Commitment of a Defaulting Lender so long as such Lender is terminated. Anything herein to the contrary notwithstanding, during such period that a Revolving Credit Lender is shall be a Defaulting Lender. Notwithstanding the foregoing, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period (without prejudice the provisions of this Section 2.22(a) to the rights of extent otherwise applicable to Incremental Revolving Loans or Extended Revolving Commitments shall be subject to modification as expressly provided in Sections 2.25 or 2.27 hereof, as the Revolving Credit Lenders other than Defaulting Lenders in respect of such fees)case may be.

Fees. (a) The Company Borrower agrees to pay (i) to each Revolving Credit Lender, through the Administrative AgentAgent for the account of each Lender a participation fee with respect to its participations in each Letter of Credit, on each March 31, June 30, September 30 and December 31 and which shall accrue at the Participation Fee Rate set forth in the definition of “Applicable Rate” on the Revolving Credit Termination 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 and any other to but excluding the later of the date on which such Lender’s Commitment terminates and the Revolving Credit Loans of date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank for its own account a fronting fee, which shall be repaid accrue at the Fronting Fee Rate set forth in the definition of “Applicable Rate” on the average daily amount of that portion of the LC Exposure attributable to the Issuing Bank (or on 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 such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date), a commitment fee (a “Commitment Fee”) equal the Commitments and the date on which there ceases to be any LC Exposure attributable to the Commitment Fee Percentage Issuing Bank, as well as the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of each Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the daily average amount last day of March, June, September and December of each year shall be payable on such last day, commencing on the unused Revolving Credit Commitment of first such Lender (whether or not date to occur after the conditions set forth in Section 5.03 Effective Date; provided, that all such fees shall have been satisfied), during the preceding quarter (or shorter period commencing with the date hereof or ending with be payable on the date on which the Revolving Credit Commitment of Commitments terminate and any such Lender fees accruing after the date on which the Commitments terminate shall be terminated)payable on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All Commitment Fees 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 in a year of 360 days. The Commitment Fee due to each Revolving Credit Lender shall commence to accrue on (including the date hereof and shall cease to accrue on first day but excluding the date on which the Revolving Credit Commitment of such Lender is terminated. Anything herein to the contrary notwithstanding, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period (without prejudice to the rights of the Revolving Credit Lenders other than Defaulting Lenders in respect of such feeslast).

Fees. (a) The Company Borrower agrees to pay (A) to the Administrative Agent for the account of each Revolving Credit LenderLender a participation fee (the “LC Fee”) with respect to its participations in Letters of Credit, through which shall accrue at a per annum rate equal to the Administrative Agent, on each March 31, June 30, September 30 and December 31 and Applicable Margin then in effect with respect to Revolving Loans that are Eurodollar Loans on the Revolving face amount of such Letters of Credit Termination during the period from and including the Effective Date and any other to but excluding the later of the date on which such Lender’s Commitment terminates and the Revolving Credit Loans of date on which such Lender ceases to have any LC Exposure, and (B) to each LC Issuer a fronting fee, which shall be repaid accrue at the rate per annum separately agreed upon (or but no more than 0.125% per annum) between the Borrower and such LC Issuer on the average daily amount of the LC Exposure with respect to Letters of Credit issued by such LC Issuer (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 such Lender’s the Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date), a commitment fee (a “Commitment Fee”) equal to the Commitment Fee Percentage of the daily average amount of the unused Revolving Credit Commitment of such Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied), during the preceding quarter (or shorter period commencing with the date hereof or ending with Commitments and the date on which there ceases to be any LC Exposure, as well as such LC Issuer’s standard fees with respect to the Revolving issuance, amendment, renewal or extension of any Letter of Credit Commitment or processing of such Lender drawings thereunder. LC Fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be terminated). All Commitment Fees 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 computed on the basis of the actual number of days elapsed in a year of 360 days. The Commitment Fee due to each Revolving Credit Lender shall commence to accrue on the date hereof and shall cease to accrue payable on the date on which the Revolving Credit Commitment of Commitments terminate and any such Lender is terminated. Anything herein to fees accruing after the contrary notwithstanding, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period (without prejudice to the rights of date on which the Revolving Credit Lenders Commitments terminate shall be payable on demand. Any other than Defaulting Lenders in respect fees payable to the LC Issuers pursuant to this paragraph shall be payable within 30 days after demand. All LC Fees and fronting fees shall be computed on the basis of such feesa year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Fees. (a) The Company agrees Borrowers, jointly and severally (but with respect to the Bermuda Borrower, only with respect to an amount of Commitments up to the amount of the Bermuda Borrower Borrowing Cap), agree to pay to the Administrative Agent for the account of each Revolving Credit LenderLender a commitment fee in Dollars, through which shall accrue at the Administrative Agent, on each March 31, June 30, September 30 and December 31 and Applicable Commitment Fee Rate on the amount by which (i) the U.S. Revolving Commitment of such Lender exceeds the U.S. Revolving Credit Termination Exposure (excluding U.S. Swingline Exposure) of such Lender and (ii) the Alternative Currency Revolving Commitment of such Lender exceeds the Alternative Currency Revolving Credit Exposure (excluding Alternative Currency Swingline Exposure) of such Lender , in each case, during the period from and including the Closing Date and any other to but excluding the date on which such Class of Commitments terminate; provided, however, that any commitment fee accrued with respect to the Revolving Credit Loans Commitments 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 Borrowers so long as such Lender shall be repaid (or a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrowers prior to such time; and provided further that no commitment fee shall accrue on the date Commitments of termination of such Lender’s Revolving Credit Commitment if a Defaulting Lender so long as such Lender has no Standby Loans outstanding after such date)shall be a Defaulting Lender. Accrued commitment fees shall be payable in arrears on the first calendar day of January, a commitment fee (a “Commitment Fee”) equal to the Commitment Fee Percentage April, July and October of the daily average amount of the unused Revolving Credit Commitment of such Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied), during the preceding quarter (or shorter period commencing with the date hereof or ending with each year and on the date on which the Revolving Credit Commitment Commitments of the applicable Class terminate, commencing on the first such Lender shall be terminated)date to occur after the Closing 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 in a year of 360 days. The Commitment Fee due to each Revolving Credit Lender shall commence to accrue on (including the date hereof and shall cease to accrue on first day but excluding the date on which the Revolving Credit Commitment of such Lender is terminated. Anything herein to the contrary notwithstanding, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period (without prejudice to the rights of the Revolving Credit Lenders other than Defaulting Lenders in respect of such feeslast day).

Fees. (a) The Company agrees Borrowers jointly and severally agree to pay to each Revolving Credit Lender, through the Administrative Agent, Agent for distribution to each CL Lender (based on each March 31, June 30, September 30 and December 31 and on the Revolving Credit Termination Date and any other date on which the Revolving Credit Loans of such Lender shall be repaid (or on the date of termination of such CL Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date), CL Percentage) a commitment fee (a the “Commitment CL Facility Fee”) equal to the sum of (I) a rate per annum equal to the Applicable Margin for Tranche B Term Loans maintained as Eurodollar Loans on the Total Credit-Linked Commitment Fee Percentage of as in effect from time to time (or, if terminated, on the daily average aggregate amount of the unused Revolving Credit Commitment of such Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfiedCredit-Linked Deposits from time to time), during (II) a rate per annum equal to the preceding quarter Credit-Linked Deposit Cost Amount as in effect from time to time on the amount of the Total Credit-Linked Commitment as in effect from time to time (or, if terminated, on the aggregate amount of the Credit-Linked Deposits from time to time) and (III) for the period commencing on the effective date of Amendment 1, a rate per annum equal to the amount, if any, by which (x) 3.00% exceeds (y) the LIBOR Rate in effect for the Interest Period with respect to which such CL Facility Fee is being paid on the amount of the Total Credit-Linked Commitment as in effect from time to time (or, if terminated, on the aggregate amount of the Credit-Linked Deposits from time to time), in each case for the period from and including the Restatement Effective Date (or shorter period commencing with in the case of subclause (III) above, the effective date hereof or ending with of Amendment 1) to and including the date on which the Revolving Total Credit-Linked Commitment has been terminated, all remaining Credit-Linked Deposits have been returned to the CL Lenders or applied to pay amounts owing with respect to Letters of Credit Commitment and/or Bank Guaranties as more fully provided in Sections 2A and 2B hereof, all Unpaid Drawings and all Unreimbursed Payments (including, in each case, all accrued and unpaid interest thereon) have been paid in full and all Letters of such Lender shall be Credit and all Bank Guaranties have been terminated). All Commitment Accrued CL Facility Fees shall be computed due and payable quarterly in arrears on each CL Interest Payment Date and on the basis of the actual number of days elapsed in a year of 360 days. The Commitment Fee due to each Revolving Credit Lender shall commence to accrue on the first date hereof and shall cease to accrue on the date on upon which the Revolving Credit Total Credit-Linked Commitment of such Lender is has been terminated. Anything herein , all remaining Credit-Linked Deposits have been returned to the contrary notwithstandingCL Lenders or applied to pay amounts owing with respect to Letters of Credit and/or Bank Guaranties as more fully provided in Sections 2A and 2B hereof, during such period that a Revolving all Unpaid Drawings and all Unreimbursed Pay ments (including, in each case, all accrued and unpaid interest thereon) have been paid in full and all Letters of Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period (without prejudice to the rights of the Revolving Credit Lenders other than Defaulting Lenders in respect of such fees)and all Bank Guaranties have been terminated.

Fees. (a) The Company agrees to shall pay to the Administrative Agent for the account of each Revolving Credit US$ Lender, through the Administrative Agent, on each March 31, June 30, September 30 and December 31 and US$-Canadian Lender or Multi-Currency Lender commitment fees in Dollars on the Revolving Credit Termination Date and any other date on which the Revolving Credit Loans of such Lender shall be repaid (or on the date of termination daily average unused amount of such Lender’s Revolving 's US$ Commitment, US$-Canadian Commitment or Multi-Currency Commitment, as the case may be, (for which purpose, (i) the aggregate amount of any Letter of Credit Liabilities under the US$ Commitments or the Multi-Currency Commitments shall be deemed to be a PRO RATA (based on the US$ Commitments or the Multi-Currency Commitments, as the case may be) use of each Lender's US$ Commitment if such Lender has no Standby Loans outstanding after such date)or Multi-Currency Commitment, a commitment fee as the case may be, and (a “Commitment Fee”ii) equal to the Commitment Fee Percentage of the daily average amount of each US$-Canadian Lender's US$-Canadian Commitment shall be determined after giving effect to the unused Revolving Credit Commitment allocation of such Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied), during Canadian Commitments and the preceding quarter (or shorter US$-Canadian Commitments pursuant to subsection 2.6 of Annex A hereto) for the period commencing with from the Effective Date to and including the earlier of the date hereof or ending with 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 on which the Revolving Credit Commitments are terminated and the Commitment of such Lender Termination Date. The Company shall be terminated). All Commitment Fees shall be computed pay to JPMorgan Chase Bank on the basis Effective Date syndication, agency and additional commitment fees in the amounts heretofore mutually agreed in writing. The Company shall pay to the Administrative Agent on the Effective Date and on each anniversary thereof, so long as any of the actual number Commitments are in effect and until payment in full of days elapsed all Loans hereunder, all interest thereon and all other amounts payable hereunder, an annual agency fee in a year of 360 days. The Commitment Fee due to each Revolving Credit Lender shall commence to accrue on the date hereof and shall cease to accrue on the date on which the Revolving Credit Commitment of such Lender is terminated. Anything herein to the contrary notwithstanding, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period (without prejudice to the rights of the Revolving Credit Lenders other than Defaulting Lenders amount heretofore mutually agreed in respect of such fees)writing.

Fees. (a) The Company Borrower agrees to pay to each Revolving Credit Lender, through the Administrative Agent, on each March 31the last Business Day of March, June 30June, September 30 and December 31 in each year and on the Revolving Credit Termination Date and any other each date on which the Revolving Credit Loans any Commitment of such Lender shall expire or be repaid (or on the date of termination of such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date)terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to the Commitment Fee Percentage of 0.50% per annum on the daily average unused amount of the unused Revolving Credit Commitment Commitments of such Lender (whether or not other than the conditions set forth in Section 5.03 shall have been satisfied), Swingline Commitment) during the preceding quarter (or shorter other period commencing with the date hereof or ending with the Revolving Credit Maturity Date or the date on which the Revolving Credit Commitment Commitments of such Lender shall expire or be terminated); provided that any commitment fee accrued with respect to any of 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 not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided, further that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. The Commitment Fee due to each Revolving Credit Lender shall commence to accrue on the date hereof and shall cease to accrue on the date on which the Revolving Credit Commitment of such Lender is terminatedshall expire or be terminated as provided herein. Anything herein to the contrary notwithstanding, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any For purposes of calculating Commitment Fees accruing during such period (without prejudice to the rights only, no portion of the Revolving Credit Lenders other than Defaulting Lenders in respect Commitments shall be deemed utilized as a result of such fees)outstanding Swingline Loans.

Fees. Buyer shall compensate the Escrow Agent for its services hereunder in accordance with Exhibit D attached hereto (a) collectively, the “Fees”). The Company agrees Fees agreed upon for the services rendered hereunder are intended as full compensation for the Escrow Agent’s services as contemplated by this Agreement; provided, however, that in the event that the conditions for the disbursement of funds under this Agreement are not fulfilled, or the Escrow Agent renders any service not contemplated in this Agreement, or there is any assignment of interest in the subject matter of this Agreement, or any material modification hereof, or if any material controversy arises hereunder, or the Escrow Agent is made a party to pay any litigation pertaining to each Revolving Credit Lenderthis Agreement or the subject matter hereof, through then the Administrative Agent, on each March 31, June 30, September 30 and December 31 and on the Revolving Credit Termination Date and any other date on which the Revolving Credit Loans of such Lender Escrow Agent shall be repaid compensated for such extraordinary services and reimbursed for all costs and expenses, including reasonable attorneys’ fees and expenses, occasioned by any such delay, controversy, litigation or event. If any amount due to the Escrow Agent hereunder is not paid within thirty (or on 30) days of the date of termination of due, the Escrow Agent in its sole discretion may charge interest on such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date), a commitment fee (a “Commitment Fee”) equal amount up to the Commitment Fee Percentage of the daily average amount of the unused Revolving Credit Commitment of such Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied), during the preceding quarter (or shorter period commencing with the date hereof or ending with the date on which the Revolving Credit Commitment of such Lender shall be terminated)highest rate permitted by applicable law. All Commitment Fees shall be computed on paid upon demand by the basis Escrow Agent. The obligations of Buyer under this Section 9 shall survive any termination of this Agreement and the resignation or removal of the actual number of days elapsed in a year of 360 daysEscrow Agent. The Commitment Fee due Escrow Agent shall have, and is hereby granted, a prior lien upon the Escrow Account with respect to each Revolving Credit Lender shall commence to accrue on the date hereof its unpaid Fees, non-reimbursed expenses and shall cease to accrue on the date on which the Revolving Credit Commitment of such Lender is terminated. Anything herein unsatisfied indemnification rights, superior to the contrary notwithstanding, during such period that a Revolving Credit Lender interests of any other persons or entities and is a Defaulting Lender, such Defaulting Lender will not be entitled hereby granted the right to set off and deduct any Commitment unpaid Fees accruing during such period (without prejudice to non-reimbursed expenses and unsatisfied indemnification rights from the rights of the Revolving Credit Lenders other than Defaulting Lenders in respect of such fees)Escrow Funds.

Fees. (a) The Company Borrower agrees to pay pay, with respect to each Class of Revolving Credit Commitments, to each Revolving Credit LenderLender of such Class, through the Administrative Agent, on each March 31the last day of March, June 30June, September 30 and December 31 of each year (commencing with the first such date to occur in the first full fiscal quarter ending after the Effective Date) and on the Revolving Credit Termination Date and any other each date on which the Revolving Credit Loans Commitment of such Class of such Lender shall expire or be repaid (or on the date of termination of such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date)terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to the Commitment Fee Applicable Percentage of the daily average amount of the unused per annum for such Revolving Credit Commitment of such Class of such Lender (whether or not on the conditions set forth in Section 5.03 shall have been satisfied), daily amount of the relevant Unused Revolving Credit Commitment of such Class of such Lender during the preceding quarter (or shorter other period commencing with the date hereof or ending with the date on which the Revolving Credit Commitment of such Class of such Lender shall 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 ; provided that any Commitment Fee due accrued with respect to each Revolving Credit Lender shall commence to accrue on the date hereof and shall cease to accrue on the date on which the Revolving Credit Commitment of such Class of a Defaulting Lender is terminated. Anything herein during the period prior to the contrary notwithstanding, during time such period that Lender became a Revolving Credit Defaulting Lender is and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender, except to the extent that such Commitment Fee shall otherwise have been due and payable by the Borrower prior to such time; and provided, further, that no Commitment Fee shall accrue on the Revolving Credit Commitment of such Class of a Defaulting Lender will not so long as such Lender shall be entitled to any a Defaulting Lender. For purposes of calculating the Commitment Fees accruing during such period (without prejudice to the rights Fee only, no portion of the Revolving Credit Lenders other than Defaulting Lenders in respect Commitments shall be deemed utilized as a result of such fees)outstanding Swingline Loans.

Fees. (a) The Company agrees to shall pay to the Administrative Agent for the account of each Revolving Credit US$ Lender, through the Administrative Agent, on each March 31, June 30, September 30 and December 31 and US$-Canadian Lender or Multi-Currency Lender commitment fees in Dollars on the Revolving Credit Termination Date and any other date on which the Revolving Credit Loans of such Lender shall be repaid (or on the date of termination daily average unused amount of such Lender’s Revolving US$ Commitment, US$-Canadian Commitment or Multi-Currency Commitment, as the case may be (for which purpose (i) the aggregate amount of any Letter of Credit Liabilities under the US$ Commitments or the Multi-Currency Commitments shall be deemed to be a pro rata (based on the US$ Commitments, or the Multi-Currency Commitments, as the case may be) use of each Lender’s US$ Commitment if such Lender has no Standby Loans outstanding after such date)or Multi-Currency Commitment, a commitment fee as the case may be, (a “Commitment Fee”ii) equal to the Commitment Fee Percentage of the daily average amount of each US$-Canadian Lender’s US$-Canadian Commitment shall be determined after giving effect to the unused Revolving Credit Commitment allocation of such Lender the Canadian Commitments and the US$-Canadian Commitments pursuant to subsection 2.6 of Annex A hereto and (whether or not iii) the conditions set forth in daily average amount of each Lender’s Commitments shall be determined after giving effect to any reallocation pursuant to Section 5.03 shall have been satisfied2.01(e), during ) for the preceding quarter (or shorter period commencing with from the Closing Date to and including the earlier of the date hereof or ending with 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 on which the Revolving Credit Commitments are terminated and the Commitment of such Lender Termination Date. The Company shall be terminated). All Commitment Fees shall be computed pay to JPMorgan Chase Bank on the basis of Closing Date syndication, agency and additional commitment fees in the actual number of days elapsed amounts heretofore mutually agreed in a year of 360 dayswriting. The Commitment Fee due Company shall pay to each Revolving Credit Lender shall commence to accrue the Administrative Agent on the date hereof Closing Date and shall cease to accrue on the date on which the Revolving Credit Commitment of such Lender is terminated. Anything herein to the contrary notwithstandingeach anniversary thereof, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to so long as any Commitment Fees accruing during such period (without prejudice to the rights of the Revolving Credit Lenders Commitments are in effect and until payment in full of all Loans hereunder, all interest thereon and all other than Defaulting Lenders amounts payable hereunder, an annual agency fee in respect of such fees)the amount heretofore mutually agreed in writing.

Fees. (a) The Company Borrower agrees to pay to each Revolving Credit Lender, through the Administrative AgentAgent for the account of each Lender a commitment fee, on each March 31, June 30, September 30 and December 31 and which shall accrue at the Applicable Rate on the average daily unused amount of each 2018 Extended Revolving Credit Termination Commitment of such Lender during the period from and including the Original Effective Date and any other to but excluding the date on which the aggregate 2018 Extended Revolving Credit Loans Commitments terminate. The Borrower agrees to pay to the Administrative Agent for the account of such each Lender a commitment fee, which shall be repaid (or accrue at the Applicable Rate on the date of termination of such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date), a commitment fee (a “Commitment Fee”) equal to the Commitment Fee Percentage of the average daily average unused amount of the unused each Revolving Credit Commitment of such Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied), during the preceding quarter (or shorter period commencing with from and to but excluding the date hereof on which the aggregate Revolving Commitments terminate. Accrued commitment fees shall be payable in arrears in respect of the Revolving Commitments or ending with 2018 Extended Revolving Commitments on the last Business Day of March, June, September and December of each year and on the date on which the Revolving Credit Commitment of such Lender shall be terminated)Commitments or 2018 Extended Revolving Commitments terminate, as applicable. 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 in (including the first day but excluding the last day). For purposes of computing commitment fees with respect to Revolving Commitments, a year Revolving Commitment of 360 days. The Commitment Fee due to each Revolving Credit a Lender shall commence be deemed to accrue on be used to the date hereof extent of the outstanding Revolving Loans. For purposes of computing commitment fees with respect to 2018 Extended Revolving Commitments, a 2018 Extended Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding 2018 Extended Revolving Loans and shall cease to accrue on the date on which the Revolving Credit Commitment LC Exposure of such Lender is terminated. Anything herein to (and the contrary notwithstanding, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period (without prejudice to the rights of the Revolving Credit Lenders other than Defaulting Lenders in respect Swingline Exposure of such feesLender shall be disregarded for such purpose).

Fees. (a) The Company agrees to Borrower shall pay to each Revolving Credit Lender, through the Administrative Agent, on each March 31, June 30, September 30 and December 31 the date of this Agreement and on the Revolving Credit Termination Date last day of March, June, September and any other December in each year and on each date on which the Revolving Credit Loans of such Lender shall be repaid (Tender Facility Commitment or on the date of termination of such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date), a commitment fee (a “Commitment Fee”) equal to the Commitment Fee Percentage of the daily average amount of the unused Revolving Credit Commitment of such Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied), during the preceding quarter (or shorter period commencing with the date hereof or ending with the date on which the Pre-Merger Revolving Credit Commitment of such Lender shall expire or be terminated as provided herein, a commitment fee (a "Commitment Fee") equal to 0.375% per annum on the average daily unused amount of the Tender Facility Commitment and Pre-Merger Revolving Loan Commitment of such Lender during the preceding quarter (or other period commencing with the date, on or prior to the date of this Agreement, on which the Borrower shall accept the Commitments of such Lender or ending with the Pre-Merger Facilities Maturity Date or the date on which the Commitments of such Lender shall expire or be terminated). In addition, the Borrower shall, after the Merger Date, pay to each Lender, through the Administrative Agent, on the last day of March, June, September and December in each year and on the date on which the Term Facility Commitment and the Post-Merger Revolving Credit Commitment of such Lender shall expire or be terminated as provided herein, a Commitment Fee equal to the Applicable Percentage per annum in effect from time to time on the average daily unused amount of the Term Facility Commitment and the Post-Merger Revolving Credit Commitment (taking into account such Lender's L/C Exposure as a used amount thereof) of such Lender during the preceding quarter (or other period commencing with the Merger Date or ending with the Post-Merger Facilities Maturity Date or the date on which the Term Facility Commitment and the Post-Merger Revolving Credit Commitment of such Lender shall expire or be terminated). All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. The Commitment Fee due to each Revolving Credit Lender shall commence to accrue on the date hereof of acceptance by the Borrower of the Commitment of such Lender and shall cease to accrue on the date on which the Revolving Credit Commitment of such Lender is terminatedshall be terminated as provided herein. Anything herein Notwithstanding this paragraph (a), no Commitment Fee shall be due or payable to the contrary notwithstanding, during such period any Lender that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period (without prejudice to on the rights of the Revolving Credit Lenders other than Defaulting Lenders in respect due date for payment of such fees)Commitment Fee.

Fees. (a) The Company Borrower agrees to pay to each Revolving Credit Lender, through the Administrative AgentAgent for the account of each Lender a commitment fee, on each March 31, June 30, September 30 and December 31 and which shall accrue at a rate equal to 0.25% per annum on the Revolving Credit Termination Date average daily amount of the Tranche A Available Commitment and any other date on which the Revolving Credit Loans Tranche A-1 Available Commitment, as applicable, of such Lender shall be repaid (or on the date of termination of such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date), a commitment fee (a “Commitment Fee”) equal to the Commitment Fee Percentage of the daily average amount of the unused Revolving Credit Commitment of such Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied), during the preceding quarter (or shorter period commencing with from and including the date hereof or ending with Closing Date to but excluding the date on which the Revolving Credit Lenders’ Tranche A Commitments or Tranche A-1 Commitments terminate; provided that any commitment fee accrued with respect to the 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 Borrower so long as such Lender shall be terminated)a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided further, that no commitment fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Accrued commitment fees shall be payable in arrears on the last Business Day of each March, June, September and December and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof. All Commitment Fees commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed in a year (including the first day but excluding the last day). For purposes of 360 days. The Commitment Fee due to each Revolving Credit Lender shall commence to accrue on calculating the date hereof and shall cease to accrue on the date on which the Revolving Credit Commitment of such Lender is terminated. Anything herein to the contrary notwithstandingcommitment fees only, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period (without prejudice to the rights no portion of the Revolving Credit Lenders other than Defaulting Lenders in respect Commitments shall be deemed utilized as a result of such fees)outstanding Swingline Loans.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at (i) the Applicable Rate on the average daily unused amount of each Revolving Credit Lender, through Commitment and (ii) the Administrative Agent, on each March 31, June 30, September 30 and December 31 and Delayed Draw Commitment Fee Rate on the Revolving Credit Termination average daily unused amount of each Delayed Draw Commitment of such Lender during the period from and including the Effective Date and any other to but excluding the date on which the aggregate Revolving Credit Loans of such Lender Commitments and Delayed Draw Commitments, as applicable, terminate. Accrued commitment fees shall be repaid (or payable in arrears in respect of the Revolving Commitments on the date last Business Day of termination March, June, September and December of such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date), a commitment fee (a “Commitment Fee”) equal to the Commitment Fee Percentage of the daily average amount of the unused Revolving Credit Commitment of such Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied), during the preceding quarter (or shorter period commencing with the date hereof or ending with each year and on the date on which the Revolving Credit Commitment of Commitments terminate, commencing on the first such Lender date to occur after the date hereof. Accrued commitment fees shall be terminated)payable in arrears in respect of the Delayed Draw Commitments on the last Business Day of March, June, September and December of each year and on the date on which the Delayed Draw Commitments terminate if all Loans are repaid and all Commitments terminate on such date, commencing on the first such date to occur after the date hereof. All Commitment Fees commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed in (including the first day but excluding the last day). For purposes of computing commitment fees with respect to Revolving Commitments, a year Revolving Commitment of 360 days. The Commitment Fee due to each Revolving Credit a Lender shall commence be deemed to accrue on be used to the date hereof extent of the outstanding Revolving Loans and shall cease to accrue on the date on which the Revolving Credit Commitment LC Exposure of such Lender is terminated. Anything herein to (and the contrary notwithstanding, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period (without prejudice to the rights of the Revolving Credit Lenders other than Defaulting Lenders in respect Swingline Exposure of such feesLender shall be disregarded for such purpose).

Fees. (a) The Company Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Credit LenderLender (other than any Revolving Lender that is an Affected Lender of the type described in clauses (iii) or (iv) of Section 2.23(b)) a participation fee (the “LC Fee”) with respect to its participations in Letters of Credit, through which shall accrue at a per annum rate equal to the Administrative Agent, on each March 31, June 30, September 30 and December 31 and Applicable Margin then in effect with respect to Revolving Loans that are Eurodollar Loans on the Revolving face amount of such Letters of Credit Termination during the period from and including the Effective Date and any other to but excluding the later of the date on which such Lender’s Commitment terminates and the Revolving Credit Loans of date on which such Lender ceases to have any LC Exposure, and (ii) to each LC Issuer a fronting fee, which shall be repaid accrue at the rate per annum separately agreed upon (or but no more than 0.125% per annum) between the Borrower and such LC Issuer on the average daily amount of the LC Exposure with respect to Letters of Credit issued by such LC Issuer (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 such Lender’s the Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date), a commitment fee (a “Commitment Fee”) equal to the Commitment Fee Percentage of the daily average amount of the unused Revolving Credit Commitment of such Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied), during the preceding quarter (or shorter period commencing with the date hereof or ending with Commitments and the date on which there ceases to be any LC Exposure, as well as such LC Issuer’s standard fees with respect to the Revolving issuance, amendment, renewal or extension of any Letter of Credit Commitment or processing of such Lender drawings thereunder. LC Fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be terminated). All Commitment Fees 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 computed on the basis of the actual number of days elapsed in a year of 360 days. The Commitment Fee due to each Revolving Credit Lender shall commence to accrue on the date hereof and shall cease to accrue payable on the date on which the Revolving Credit Commitment of Commitments terminate and any such Lender is terminated. Anything herein to fees accruing after the contrary notwithstanding, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period (without prejudice to the rights of date on which the Revolving Credit Lenders Commitments terminate shall be payable on demand. Any other than Defaulting Lenders in respect fees payable to the LC Issuers pursuant to this paragraph shall be payable within 30 days after demand. All LC Fees and fronting fees shall be computed on the basis of such feesa year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Fees. (a) The Company agrees Commitment Fee. Commencing on the Closing Date, subject to Section 14.21(a)(iii)(A), the Borrower shall pay to each Revolving Credit Lender, through the Administrative Agent, on each March 31, June 30, September 30 and December 31 and on for the account of the Revolving Credit Termination Date and any other date on which the Revolving Credit Loans of such Lender shall be repaid (or on the date of termination of such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date)Lenders, a non‑refundable commitment fee (a the “Commitment Fee”) at a rate per annum equal to the Commitment Fee Percentage Applicable Margin on the average daily unused portion of the daily average amount of the unused Revolving Credit Commitment of such Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied), during the preceding quarter (or shorter period commencing with the date hereof or ending with the date on which the Revolving Credit Commitment of such Lender the Revolving Credit Lenders (other than the Defaulting Lenders, if any); provided, that (i) the amount of outstanding Swingline Loans shall not be considered usage, and (ii) the amount of issued and outstanding undrawn Letters of Credit shall be terminated). All Commitment Fees shall be computed on the basis considered usage, in each case of the actual number Revolving Credit Commitment for the purpose of days elapsed in a year of 360 dayscalculating the Commitment Fee. The Commitment Fee due to shall be payable in arrears on the last Business Day of each Revolving Credit Lender shall commence to accrue calendar quarter during the term of this Agreement commencing March 31, 2015 and ending on the date hereof upon which all Obligations (other than contingent indemnification obligations not then due) arising under the Revolving Credit Facility shall have been indefeasibly and shall cease to accrue on the date on which irrevocably paid and satisfied in full, all Letters of Credit have been terminated or expired (or have been Cash Collateralized) and the Revolving Credit Commitment of such Lender is has been terminated. Anything herein The Commitment Fee shall be distributed by the Administrative Agent to the contrary notwithstanding, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period (without prejudice to the rights of the Revolving Credit Lenders (other than any Defaulting Lenders Lender) pro rata in respect of accordance with such fees)Revolving Credit Lenders’ respective Revolving Credit Commitment Percentages.

Fees. (a) The Company agrees Borrowers agree to pay to the Agent for the account of each Revolving Credit LenderLender a commitment fee, through which shall accrue at the Administrative Agent, on each March 31, June 30, September 30 and December 31 and Commitment Fee Rate on the average daily amount of the Available Revolving Credit Termination Commitment of such Revolving Lender during the period from and including the Effective Date and any other to but excluding the date on which the Lenders’ Revolving Credit Loans Commitments terminate; provided that any commitment fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Revolving Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrowers so long as such Lender shall be repaid (or a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrowers prior to such time; and provided further, that no commitment fee shall accrue on the date of termination of such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date), a commitment fee (a “Commitment Fee”) equal to the Commitment Fee Percentage of the daily average amount of the unused Revolving Credit Commitment of a Defaulting Lender so long as such Revolving Lender (whether or not shall be a Defaulting Lender. Accrued commitment fees shall be payable in arrears on the conditions set forth in Section 5.03 shall have been satisfied)first Business Day of each January, during the preceding quarter (or shorter period commencing with the date hereof or ending with April, July and October and on the date on which the Revolving Credit Commitment of Commitments terminate, commencing on the first such Lender shall be terminated)date to occur after the date hereof. All Commitment Fees commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed in a year (including the first day but excluding the last day). For purposes of 360 days. The Commitment Fee due to each Revolving Credit Lender shall commence to accrue on calculating the date hereof and shall cease to accrue on the date on which the Revolving Credit Commitment of such Lender is terminated. Anything herein to the contrary notwithstandingcommitment fees only, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period (without prejudice to the rights no portion of the Revolving Credit Lenders other than Defaulting Lenders in respect Commitments shall be deemed utilized as a result of such fees)outstanding Swingline Loans.

Fees. (a) The Company Borrower agrees to pay to each Revolving Credit Lender, through the Administrative Agent, on each March 31the last Business Day of March, June 30June, September 30 and December 31 in each year and on the Revolving Credit Termination Date and any other each date on which the Revolving Credit Loans any Commitment of such Lender shall expire or be repaid (or on the date of termination of such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date)terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to the Commitment Fee Percentage of Rate on the daily average unused amount of the unused Revolving Credit Commitment Commitments of such Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied), during the preceding quarter (or shorter other period commencing with the date hereof or ending with the Revolving Credit Maturity Date or the date on which the Revolving Credit Commitment Commitments of such Lender shall expire or be terminated); provided, that any commitment fee accrued with respect to any of 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 not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided, further, that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. The Commitment Fee due to each Revolving Credit Lender shall commence to accrue on the date hereof and shall cease to accrue on the date on which the Revolving Credit Commitment of such Lender is terminatedshall expire or be terminated as provided herein. Anything herein to the contrary notwithstanding, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any For purposes of calculating Commitment Fees accruing during such period (without prejudice to the rights only, no portion of the Revolving Credit Lenders other than Defaulting Lenders in respect Commitments shall be deemed utilized as a result of such fees)outstanding Swingline Loans.

Fees. (a) The Company Parent Borrower agrees to pay to each Revolving Credit LenderLender under the initial Revolving Credit Facility, through the Administrative Agent, on the last Business Day of March, June, September and December of each March year, commencing December 31, June 302015, September 30 and December 31 and on the Revolving Credit Termination Date and any other each date on which the Revolving Credit Loans Commitment of such Lender shall be repaid (or on the date of termination of under such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date)Facility shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to the Commitment Fee Applicable Percentage of per annum on the actual daily average unused amount of the unused Revolving Credit Commitment of such Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied), during the preceding quarter (or shorter other period commencing with on or after the date hereof Closing Date or ending with the applicable Revolving Credit Maturity Date or the date on which the Revolving Credit Commitment of such Lender under such Revolving Credit Facility shall 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 ; provided any Commitment Fee due accrued with respect to each Revolving Credit Lender shall commence to accrue on the date hereof and shall cease to accrue on the date on which the Revolving Credit Commitment of a Defaulting Lender during the period prior to the time such Lender is terminated. Anything herein to became a Defaulting Lender and unpaid at such time shall not be payable by the contrary notwithstanding, during Parent Borrower so long as such period that a Revolving Credit Lender is shall be a Defaulting Lender, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period (without prejudice except to the rights of extent that such Commitment Fee shall otherwise have been due and payable by the Parent Borrower prior to such time; and provided, further, that no Commitment Fee shall accrue on the Revolving Credit Lenders other than Commitment of a Defaulting Lenders Lender so long as such Lender shall be a Defaulting Lender. Notwithstanding the foregoing, the provisions of this Section 2.05(a) to the extent otherwise applicable to Extended Revolving Credit Commitments shall be subject to modification as expressly provided in respect of such fees)Section 2.25.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit LenderLender a commitment fee, through which shall accrue at the Administrative AgentApplicable Commitment Fee Rate, on each March 31, June 30, September 30 and December 31 and on the Revolving Credit Termination Date and any other date on which the Revolving Credit Loans of such Lender shall be repaid (or on the date of termination of such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date), a commitment fee (a “Commitment Fee”) equal to the Commitment Fee Percentage of the daily average unused amount of the unused Revolving Credit Commitment of such Revolving Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied), during the preceding quarter (or shorter period commencing with from and including the date hereof or ending with Amendment Effective Date to but excluding the date on which the Revolving Credit Commitment Commitments terminate; provided, that (i) any commitment fee accrued with respect to any of the Revolving 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 commitment fee shall otherwise have been due and payable by the Borrower prior to such time of such Lender becoming a Defaulting Lender and (ii) no commitment fee shall accrue on any of the Revolving Commitments of a Defaulting Lender so long as such Lender shall be terminated)a Defaulting Lender. Accrued commitment fees shall be payable in arrears on the last Business Day of March, June, September and December of each year and on the date on which the last of the Revolving Commitments terminate, commencing on the first such date to occur after the Effective 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 in (including the first day but excluding the last day). For purposes of computing commitment fees, a year Revolving Commitment of 360 days. The Commitment Fee due to each a Revolving Credit Lender shall commence be deemed to accrue on be used to the date hereof and shall cease to accrue on extent of the date on which the outstanding Revolving Credit Commitment Loans of such Lender is terminated. Anything herein to and the contrary notwithstanding, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period (without prejudice to the rights portion of the Revolving Credit Lenders other than Defaulting Lenders in respect LC Exposure of such feesLender attributable to such its Revolving Commitment (and the Swingline Exposure of such Lender shall be disregarded for such purpose).

Fees. (a) The Company agrees to Borrower shall pay to Administrative Agent for the account of each Revolving Credit Lender (other than a Defaulting Lender), through the Administrative Agent, on each March 31, June 30, September 30 and December 31 and on the with respect to such Revolving Credit Termination Date and any other date on which the Revolving Credit Loans of such Lender shall be repaid (or on the date of termination of such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date)Commitments of each Tranche, a commitment fee for the period from and including the Closing Date (or following the conversion of any such Revolving Commitment into another Tranche, the applicable Extension Date) to but not including the earlier of (i) the date such Revolving Commitment is terminated or expires (or is modified to constitute another Tranche) and (ii) the R/C Maturity Date applicable to such Revolving Commitment, computed at a “Commitment Fee”) rate per annum equal to the Commitment Applicable Fee Percentage of the daily average amount of the unused Revolving Credit Commitment of such Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied), during the preceding quarter (or shorter period commencing with the date hereof or ending with the date on which the Revolving Credit Commitment of such Lender shall 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 Revolving Credit Lender shall commence to accrue on the date hereof and shall cease to accrue on the date on which the Revolving Credit Commitment of such Lender is terminated. Anything herein to the contrary notwithstanding, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period (without prejudice to the rights of the Revolving Credit Lenders other than Defaulting Lenders in respect of such fees)Tranche in effect from time to time during such period on the actual daily amount of such Revolving Lender’s Unutilized R/C Commitment in respect of such Tranche. Notwithstanding anything to the contrary in the definition of “Unutilized R/C Commitments,” for purposes of determining Unutilized R/C Commitments in connection with computing commitment fees with respect to Revolving Commitments, a Revolving Commitment of a Revolving Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and L/C Liability of such Revolving Lender. Any accrued commitment fee under this Section 2.05(a) in respect of any Revolving Commitment shall be payable in arrears on each Quarterly Date and on the earlier of (i) the date the applicable Revolving Commitment is modified to constitute another Tranche and (ii) the R/C Maturity Date applicable to such Revolving Commitment.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit LenderLender a commitment fee, through the Administrative Agent, on each March 31, June 30, September 30 and December 31 and which shall accrue at a rate per annum on the Revolving Credit Termination Date and any other date on which the Revolving Credit Loans of such Lender shall be repaid (or on the date of termination of such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date), a commitment fee (a “Commitment Fee”) equal to the Commitment Fee Percentage of the average daily average unused amount of the unused Revolving Credit Commitment of such Lender (whether or not equal to the conditions Applicable Rate in effect from time to time as set forth under the caption “Revolving Commitment Fee Rate” in Section 5.03 shall have been satisfied), the definition thereof during the preceding quarter (or shorter period commencing with from and including the Effective Date to but excluding the date hereof or ending with on which such Revolving Commitment terminates. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Revolving Credit Commitment Commitments terminate, commencing on the first such date to occur after the Effective Date, provided that (x) any commitment fee accrued with respect to Revolving Commitments of a Defaulting Lender during the period prior to the time such Revolving Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower to such Defaulting Lender so long as such Revolving Lender shall be terminated)a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time and (y) no commitment fee shall accrue on any of the Revolving Commitments of a Defaulting Lender so long as such Revolving Lender shall be 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 in (including the first day but excluding the last day). For purposes of computing commitment fees with respect to Revolving Commitments, a year Revolving Commitment of 360 days. The Commitment Fee due to each Revolving Credit a Lender shall commence be deemed to accrue on be used to the date hereof extent of the outstanding Revolving Loans and shall cease to accrue on the date on which the Revolving Credit Commitment LC Exposure of such Lender is terminated. Anything herein to (and the contrary notwithstanding, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period (without prejudice to the rights of the Revolving Credit Lenders other than Defaulting Lenders in respect Swingline Exposure of such feesLender shall be disregarded for such purpose).

Fees. SEACOR and the Stockholders shall compensate the Escrow Agent for its services hereunder in accordance with Schedule I attached hereto and, in addition, shall reimburse the Escrow Agent for all of its reasonable out-of-pocket expenses, including reasonable attorneys' fees, travel expenses, telephone and facsimile transmission costs, postage (a) The Company agrees to pay to each Revolving Credit Lender, through the Administrative Agent, on each March 31, June 30, September 30 including express mail and December 31 and on the Revolving Credit Termination Date and any other date on which the Revolving Credit Loans of such Lender shall be repaid (or on the date of termination of such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such dateovernight delivery charges), a commitment fee (a “Commitment Fee”) equal to copying charges and the Commitment Fee Percentage like. All of the daily average amount of the unused Revolving Credit Commitment of such Lender (whether or not the conditions compensation and reimbursement obligations set forth in this Section 5.03 6(e) shall be payable upon demand by the Escrow Agent. The obligations of SEACOR and the Stockholders under this Section 6(e) shall survive any termination of this Escrow Agreement and the resignation or removal of the Escrow Agent. As between SEACOR, on the one hand, and the Stockholders, on the other, the compensation and reimbursement payable by SEACOR and the Stockholders under this Section 6(e) shall be borne equally. As among the Stockholders, each Stockholder shall bear its pro rata share of the compensation and reimbursement payable by the Stock- holders. If SEACOR and the Stockholders have been satisfied)not paid the amount of any compensation or reimbursement for out-of- pocket expenses demanded by the Escrow Agent within a reasonable time following such demand, during the preceding quarter Escrow Agent is authorized to, and may, disburse to itself from any cash contained in the Escrow Fund, from time to time, the amount of any compensation and reimbursement of out-of-pocket expenses due and payable hereunder (or shorter period commencing with the date hereof or ending with the date on including any amount to which the Revolving Credit Commitment of such Lender shall be terminatedEscrow Agent or any Indemnified Party is entitled to seek indemnification pursuant to Section 6(b) hereof). All Commitment Fees The Escrow Agent shall be computed on notify SEACOR and the basis Representative of any disbursement from the actual number of days elapsed in a year of 360 days. The Commitment Fee due Escrow Fund to each Revolving Credit Lender shall commence to accrue on the date hereof and shall cease to accrue on the date on which the Revolving Credit Commitment of such Lender is terminated. Anything herein to the contrary notwithstanding, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to itself or any Commitment Fees accruing during such period (without prejudice to the rights of the Revolving Credit Lenders other than Defaulting Lenders Indemnified Party in respect of any compensation or reimbursement hereunder. SEACOR, the Stockholders and the Representative hereby grant to the Escrow Agent and the Indemnified Parties a security interest in and lien upon the Escrow Fund and all funds or other property therein to secure all obligations hereunder to the Escrow Agent and the Indemnified Parties, and the Escrow Agent and Indemnified Parties shall have the right to offset the amount of any compensation or reimbursement due any of them hereunder (including any claim for indemnification pursuant to Section 6(b) hereof) against the cash on deposit in the Escrow Fund, if SEACOR and the Stockholders shall not have paid the amount of such fees)compensation or reimbursement within a reasonable time following the Escrow Agent's demand therefor. If for any reason funds in the Escrow Fund are insufficient to cover such compensation and reimbursement, SEACOR and the Stockholders shall promptly pay such amounts to the Escrow Agent or any Indemnified Party upon receipt of an itemized invoice.

Fees. (a) The Company Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Credit Lender (other than any Revolving Lender that is a Defaulting Lender) a participation fee (the “LC Fee”) with respect to its participations in Letters of Credit, through which shall accrue at a per annum rate equal to the Administrative Agent, on each March 31, June 30, September 30 and December 31 and Applicable Margin then in effect with respect to Revolving Loans that are Eurodollar Advances on the Revolving face amount of such Letters of Credit Termination during the period from and including the Closing Date and any other to but excluding the later of the date on which such Lender’s Commitment terminates and the Revolving Credit Loans of date on which such Lender ceases to have any LC Exposure, and (ii) to each LC Issuer a fronting fee, which shall be repaid accrue at the rate per annum separately agreed upon (or but no more than 0.125% per annum) between the Borrower and such LC Issuer on the daily amount of the LC Exposure with respect to Letters of Credit issued by such LC Issuer (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date of termination of such Lender’s the Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date), a commitment fee (a “Commitment Fee”) equal to the Commitment Fee Percentage of the daily average amount of the unused Revolving Credit Commitment of such Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied), during the preceding quarter (or shorter period commencing with the date hereof or ending with Commitments and the date on which there ceases to be any LC Exposure, as well as such LC Issuer’s standard fees with respect to the Revolving issuance, amendment, renewal or extension of any Letter of Credit Commitment or processing of such Lender drawings thereunder. LC Fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be terminated). All Commitment Fees payable on the third Business Day following such last day, commencing on the first such date to occur after the Closing Date; provided that all such 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 Revolving Credit Lender shall commence to accrue on the date hereof and shall cease to accrue payable on the date on which the Revolving Credit Commitment of Commitments terminate and any such Lender is terminated. Anything herein to fees accruing after the contrary notwithstanding, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period (without prejudice to the rights of date on which the Revolving Credit Lenders Commitments terminate shall be payable on demand. Any other than Defaulting Lenders in respect fees payable to the LC Issuers pursuant to this paragraph shall be payable within 30 days after demand. All LC Fees and fronting fees shall be computed on the basis of such feesa year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Fees. (a) The Company agrees to shall pay to the Administrative Agent for the account of each Revolving Credit US$ Lender, through the Administrative Agent, on each March 31, June 30, September 30 and December 31 and US$-Canadian Lender or Multi-Currency Lender commitment fees in Dollars on the Revolving Credit Termination Date and any other date on which the Revolving Credit Loans of such Lender shall be repaid (or on the date of termination daily average unused amount of such Lender’s Revolving US$ Commitment, US$-Canadian Commitment or Multi-Currency Commitment, as the case may be, (for which purpose, (i) the aggregate amount of any Letter of Credit Liabilities under the US$ Commitments or the Multi-Currency Commitments shall be deemed to be a pro rata (based on the US$ Commitments or the Multi-Currency Commitments, as the case may be) use of each Lender’s US$ Commitment if such Lender has no Standby Loans outstanding after such date)or Multi-Currency Commitment, a commitment fee as the case may be, and (a “Commitment Fee”ii) equal to the Commitment Fee Percentage of the daily average amount of each US$-Canadian Lender’s US$-Canadian Commitment shall be determined after giving effect to the unused Revolving Credit Commitment allocation of such Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied), during Canadian Commitments and the preceding quarter (or shorter US$-Canadian Commitments pursuant to subsection 2.6 of Annex A hereto) for the period commencing with from the Effective Date to and including the earlier of the date hereof or ending with 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 on which the Revolving Credit Commitments are terminated and the Commitment of such Lender Termination Date. The Company shall be terminated). All Commitment Fees shall be computed pay to JPMorgan Chase Bank on the basis Effective Date syndication, agency and additional commitment fees in the amounts heretofore mutually agreed in writing. The Company shall pay to the Administrative Agent on the Effective Date and on each anniversary thereof, so long as any of the actual number Commitments are in effect and until payment in full of days elapsed all Loans hereunder, all interest thereon and all other amounts payable hereunder, an annual agency fee in a year of 360 days. The Commitment Fee due to each Revolving Credit Lender shall commence to accrue on the date hereof and shall cease to accrue on the date on which the Revolving Credit Commitment of such Lender is terminated. Anything herein to the contrary notwithstanding, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period (without prejudice to the rights of the Revolving Credit Lenders other than Defaulting Lenders amount heretofore mutually agreed in respect of such fees)writing.

Fees. (a) The Company agrees to Borrower shall pay to Administrative Agent for the account of each Revolving Credit Lender (other than a Defaulting Lender), through the Administrative Agent, on each March 31, June 30, September 30 and December 31 and on the with respect to such Revolving Credit Termination Date and any other date on which the Revolving Credit Loans of such Lender shall be repaid (or on the date of termination of such Lender’s Revolving Credit Commitment if Commitments of each Tranche and for the account of each Term Facility Lender (other than a Defaulting Lender), with respect to such Lender has no Standby Loans outstanding after such date)Term Facility Lender’s Term Facility Commitments, a commitment fee for the period from and including the Closing Date (or, following the conversion of any such Revolving Commitment into another Tranche, the applicable Extension Date) to but not including (x) for Revolving Commitments the earlier of (i) the date such Revolving Commitment is terminated or expires (or is modified to constitute another Tranche) and (ii) the R/C Maturity Date applicable to such Revolving Commitment, and (y) for Term Facility Commitments the date such Term Facility Commitment is terminated or expires, in each case, computed at a “Commitment Fee”) rate per annum equal to the Commitment Applicable Fee Percentage of the daily average amount of the unused Revolving Credit Commitment of such Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied), during the preceding quarter (or shorter period commencing with the date hereof or ending with the date on which the Revolving Credit Commitment of such Lender shall 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 Revolving Credit Lender shall commence to accrue on the date hereof and shall cease to accrue on the date on which the Revolving Credit Commitment of such Lender is terminated. Anything herein to the contrary notwithstanding, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period (without prejudice to the rights of the Revolving Credit Lenders other than Defaulting Lenders in respect of such fees)Tranche in effect from time to time during such period on the actual daily amount of such Revolving Lender’s Unutilized R/C Commitment in respect of such Tranche or such Term Facility Lender’s unutilized Term Facility Commitment, as applicable. Notwithstanding anything to the contrary in the definition of “Unutilized R/C Commitments,” for purposes of determining Unutilized R/C Commitments in connection with computing commitment fees with respect to Revolving Commitments, a Revolving Commitment of a Revolving Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and L/C Liability of such Revolving Lender. Any accrued commitment fee under this Section 2.05(a) in respect of any Revolving Commitment or Term Facility Commitment shall be payable in arrears on each Quarterly Date and on the earlier of (i) the date the applicable Revolving Commitment is modified to constitute another Tranche or Term Facility Commitment is terminated or expires, as applicable, and (ii) for any Revolving Commitment, the R/C Maturity Date applicable to such Revolving Commitment and, for any Term Facility Commitment, the termination of the Term Facility Availability Period.

Fees. (a) The Company agrees to Borrower shall pay to Administrative Agent for the account of each Revolving Credit Lender (other than a Defaulting Lender), through the Administrative Agent, on each March 31, June 30, September 30 and December 31 and on the with respect to such Revolving Credit Termination Date and any other date on which the Revolving Credit Loans of such Lender shall be repaid (or on the date of termination of such Lender’s Revolving Credit Commitment if Commitments of each Tranche and for the account of each Term Facility Lender (other than a Defaulting Lender), with respect to such Lender has no Standby Loans outstanding after such date)Term Facility Lender’s Term Facility Commitments of each Tranche, a commitment fee for the period from and including the Closing Date (or, following the conversion of any such Revolving Commitment into another Tranche, the applicable Extension Date) to but not including (x) for Revolving Commitments the earlier of (i) the date such Revolving Commitment is terminated or expires (or is modified to constitute another Tranche) and (ii) the R/C Maturity Date applicable to such Revolving Commitment, and (y) for Term Facility Commitments the date such Term Facility Commitment is terminated or expires, in each case, computed at a “Commitment Fee”) rate per annum equal to the Commitment Applicable Fee Percentage of the daily average amount of the unused Revolving Credit Commitment of such Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied), during the preceding quarter (or shorter period commencing with the date hereof or ending with the date on which the Revolving Credit Commitment of such Lender shall 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 Revolving Credit Lender shall commence to accrue on the date hereof and shall cease to accrue on the date on which the Revolving Credit Commitment of such Lender is terminated. Anything herein to the contrary notwithstanding, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period (without prejudice to the rights of the Revolving Credit Lenders other than Defaulting Lenders in respect of such fees)Tranche in effect from time to time during such period on the actual daily amount of such Revolving Lender’s Unutilized R/C Commitment in respect of such Tranche or such Term Facility Lender’s unutilized Term Facility Commitment in respect of such Tranche, as applicable. Notwithstanding anything to the contrary in the definition of “Unutilized R/C Commitments,” for purposes of determining Unutilized R/C Commitments in connection with computing commitment fees with respect to Revolving Commitments, a Revolving Commitment of a Revolving Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and L/C Liability of such Revolving Lender. Any accrued commitment fee under this Section 2.05(a) in respect of any Revolving Commitment or Term Facility Commitment shall be payable in arrears on each Quarterly Date and on the earlier of (i) the date the applicable Revolving Commitment is modified to constitute another Tranche or such Term Facility Commitment is terminated or expires, as applicable, and (ii) for any Revolving Commitment, the R/C Maturity Date applicable to such Revolving Commitment and, for any Term Facility Commitment, the termination of the applicable Term Facility Availability Period.

Fees. (a) (i) The Company U.S. Borrower agrees to pay to each Lender in respect of a Tranche of Revolving Credit Loans (other than any Defaulting Lender), through the Administrative Agent, on each March 31three Business Days after the last day of March, June 30June, September 30 and December 31 in each year, and on three Business Days after the Revolving Credit Termination Date and any other date on which the Revolving Credit Loans Facility Commitments of all the Lenders in respect of such Lender Tranche shall be repaid (or on the date of termination of such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date)terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to the Commitment Fee Percentage of on the daily average amount of the unused Revolving Credit Available Unused Commitment of such Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied), attributable to such Tranche during the preceding quarter (or shorter other period commencing with the date hereof or ending with the date on which the Revolving Credit Commitment last of the Commitments of such Lender in respect of such Tranche shall be terminated)) at a rate equal to 0.50% per annum. All Commitment Fees 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 Credit Lender Loans shall commence to accrue on the date hereof Closing Date and shall cease to accrue on the date on which the Revolving Credit Commitment last of the Commitments of such Lender is terminated. Anything herein to the contrary notwithstanding, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period (without prejudice to the rights of the Revolving Credit Lenders other than Defaulting Lenders in respect of such feesTranche 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.

Fees. (a) The Company For the services rendered and facilities furnished by Dreyfus under this Agreement, the Fund shall cause each Portfolio to pay Dreyfus an annual fee computed on a daily basis and paid on a monthly basis in accordance with the attached Fee Schedule. In addition, after applying any other expense limitations or fee waivers that reduce the fees paid to Dreyfus under this Agreement, Dreyfus hereby agrees to pay waive any remaining fees under this Agreement to each Revolving Credit Lenderthe extent that they exceed Dreyfus’ costs in providing the Services under this Agreement, through as determined annually by Dreyfus in connection with the Administrative Agentannual consideration of renewal of this Agreement by the Fund’s directors. In the event that the payments to Dreyfus under this Agreement exceed such costs in any calendar year, on each March 31, June 30, September 30 and December 31 and on Dreyfus shall reimburse the Revolving Credit Termination Date and any other date on which Fund for such excess amount as soon as practicable after the Revolving Credit Loans amount of such Lender costs has been determined. The Fund and Dreyfus shall adjust the accruals and payments of fees pursuant to this Agreement in such manner as they may deem necessary from time to time in order to seek to minimize the amount of any such reimbursement. Dreyfus also shall be repaid (or on the date of termination of such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date), a commitment fee (a “Commitment Fee”) equal reimbursed for all out-of-pocket expenses incurred by Dreyfus in performing its services pursuant to the Commitment Fee Percentage this Agreement. For purposes of the daily average amount calculation of the unused Revolving Credit Commitment fees payable hereunder, the most recently calculated net asset value of such Lender (whether or not the conditions set forth each Portfolio, as determined by a valuation made in Section 5.03 shall have been satisfied), during the preceding quarter (or shorter period commencing accordance with the date hereof or ending with Fund’s procedure for calculating the date on which net asset value of each class of each Portfolio as described in the Revolving Credit Commitment Fund’s prospectus and/or statement of such Lender additional information, shall be terminated)used. All Commitment Fees shall be computed on During any period when the basis determination of a Portfolio’s net asset value is suspended by the trustees of the actual number Fund, the net asset value of days elapsed in a year each class of 360 days. The Commitment Fee due to each Revolving Credit Lender shall commence to accrue on the date hereof and shall cease to accrue on the date on which the Revolving Credit Commitment of such Lender is terminated. Anything herein to the contrary notwithstanding, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period (without prejudice to the rights Portfolio as of the Revolving Credit Lenders other than Defaulting Lenders in respect last business day prior to such suspension shall, for the purpose of such fees)this Paragraph 5, be deemed to be the net asset value at the close of each succeeding business day until it is again determined.

Fees. (a) The Company agrees to Borrowers shall pay to each Revolving Credit Lender, through the Administrative Agent, on each March 31for the account of Lenders, June 30, September 30 and December 31 and on the Revolving Credit Termination Date and any other date on which the Revolving Credit Loans of such Lender shall be repaid monthly an unused line fee at a rate equal to: (or on the date of termination of such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding i) until six (6) full calendar months after such date), a commitment fee (a “Commitment Fee”) equal to the Commitment Fee Percentage of the daily average amount of the unused Revolving Credit Commitment of such Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied), during the preceding quarter (or shorter period commencing with the date hereof shall have elapsed, one (1.00%) percent (on a per annum basis) calculated upon the amount by which the Maximum Credit exceeds the average daily principal balance of the outstanding Revolving Loans and Letter of Credit Obligations during the immediately preceding month (or ending with part thereof) so long as any Obligations are outstanding and (ii) from and after the date on which the Revolving Credit Commitment of such Lender shall 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 Revolving Credit Lender shall commence to accrue on six (6) full calendar months after the date hereof shall have elapsed (A) one (1.00%) percent (on a per annum basis) calculated upon the amount by which the Maximum Credit exceeds the average daily principal balance of the outstanding Loans and Letter of Credit Obligations during the immediately preceding month (or part thereof) so long as any Obligations are outstanding and the Commitments hereunder have not been terminated, with respect to each such month as to which the average daily outstanding balance of Loans and Letter of Credit Obligations was less than fifty (50%) percent of the Maximum Credit and (B) three-quarters of one (0.75%) percent (on a per annum basis) calculated upon the amount by which the Maximum Credit exceeds the average daily principal balance of the outstanding Loans and Letter of Credit Obligations during the immediately preceding month (or part thereof) so long as any Commitments are outstanding, with respect to each such month as to which the average daily outstanding balance of Loans and Letter of Credit Obligations was equal to or greater than fifty (50%) percent of the Maximum Credit. If the Maximum Credit shall cease to accrue change during the immediately preceding month (or part thereof), an average daily Maximum Credit shall be used for the purposes of calculating such fees for such period. Such fees shall be payable on the first Business Day of each month in arrears, beginning with the first full calendar month that commences following the date on which hereof (and prorated, if the Revolving Credit Commitment Closing Date is not the end of such Lender is terminated. Anything herein a calendar month, for the portion of the immediately preceding month from the Closing Date to the contrary notwithstandingend thereof), during such period that and calculated based on a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period three hundred sixty (without prejudice to the rights of the Revolving Credit Lenders other than Defaulting Lenders in respect of such fees)360) day year and actual days elapsed.

Fees. (a) The Company U.S. Borrower (on behalf of itself and the Foreign Subsidiary Borrowers) agrees to pay to each Lender (other than any Defaulting Lender), 10 Business Days after the last day of March, June, September and December in each year, and three Business Days after the date on which all the Revolving Credit LenderCommitments of such Lender shall be terminated as provided herein, (x) through the Administrative Agent, on each March 31, June 30, September 30 and December 31 and on the Revolving Credit Termination Date and any other date on which the Revolving Credit Loans of such Lender shall be repaid (or on the date of termination of such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date), a commitment fee on the sum of (a “Commitment Fee”i) equal to the Commitment Fee Percentage of the daily average unused amount of the unused U.S. Revolving Credit Facility Commitment of such Lender and (whether or not ii) the conditions set forth daily amount of the Available Unused Commitment of such Lender, in Section 5.03 shall have been satisfied), each case during the preceding quarter (or shorter other period commencing with the date hereof Closing Date or ending with the date on which the Revolving Credit Commitment last of the Commitments of such Lender shall be terminated) and (y) directly to each Ancillary Lender, a commitment fee on the daily unused amount of the Ancillary Commitment of such Lender during the preceding quarter (or other period commencing with the Closing Date or ending with the date on which the last of the Commitments of such Lender shall be terminated), in each case at the rates set forth under the caption “Commitment Fee Rate” in the definition of “Applicable Margin” (each of the commitment fees referred to in clauses (x) and (y), a “Commitment Fee”). All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Revolving Credit Lender shall commence to accrue on the date hereof Restatement Effective Date and shall cease to accrue on the date on which the Revolving Credit Commitment of such Lender is terminated. Anything herein to the contrary notwithstanding, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period (without prejudice to the rights last of the Revolving Credit Lenders other than Defaulting Lenders in respect Commitments of such fees)Lender shall be terminated as provided herein.

Fees. (a) The Company Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Credit Lender (other than any Revolving Lender that is a Defaulting Lender) a participation fee (the “LC Fee”) with respect to its participations in Letters of Credit, through which shall accrue at a per annum rate equal to the Administrative Agent, on each March 31, June 30, September 30 and December 31 and Applicable Margin then in effect with respect to Revolving Loans that are Eurodollar Loans on the Revolving face amount of such Letters of Credit Termination during the period from and including the Amendment Effective Date and any other to but excluding the later of the date on which such Lender’s Commitment terminates and the Revolving Credit Loans of date on which such Lender ceases to have any LC Exposure, and (ii) to each LC Issuer a fronting fee, which shall be repaid accrue at the rate per annum separately agreed upon (or but no more than 0.125% per annum) between the Borrower and such LC Issuer on the daily amount of the LC Exposure with respect to Letters of Credit issued by such LC Issuer (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Amendment Effective Date to but excluding the later of the date of termination of such Lender’s the Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date), a commitment fee (a “Commitment Fee”) equal to the Commitment Fee Percentage of the daily average amount of the unused Revolving Credit Commitment of such Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied), during the preceding quarter (or shorter period commencing with the date hereof or ending with Commitments and the date on which there ceases to be any LC Exposure, as well as such LC Issuer’s standard fees with respect to the Revolving issuance, amendment, renewal or extension of any Letter of Credit Commitment or processing of such Lender drawings thereunder. LC Fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be terminated). All Commitment Fees payable on the third Business Day following such last day, commencing on the first such date to occur after the Amendment Effective Date; provided that all such 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 Revolving Credit Lender shall commence to accrue on the date hereof and shall cease to accrue payable on the date on which the Revolving Credit Commitment of Commitments terminate and any such Lender is terminated. Anything herein to fees accruing after the contrary notwithstanding, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period (without prejudice to the rights of date on which the Revolving Credit Lenders Commitments terminate shall be payable on demand. Any other than Defaulting Lenders in respect fees payable to the LC Issuers pursuant to this paragraph shall be payable within 30 days after demand. All LC Fees and fronting fees shall be computed on the basis of such feesa year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Fees. (a) (i) The Company Borrower agrees to pay pay, with respect to each Class of US Revolving Credit LenderCommitments, to each US Revolving Credit Lender of such Class, through the Administrative Agent, on each March 31the last day of March, June 30June, September 30 and December 31 of each year (commencing with the first such date to occur in the first full fiscal quarter ending after the Effective Date) and on the Revolving Credit Termination Date and any other each date on which the US Revolving Credit Loans Commitment of such Class of such Lender shall expire or be repaid (or on the date of termination of such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date)terminated as provided herein, a commitment fee (a “US Commitment Fee”) equal to the Commitment Fee Applicable Percentage of the daily average amount of the unused per annum for such US Revolving Credit Commitment of such Class of such Lender (whether or not on the conditions set forth in Section 5.03 shall have been satisfied), daily amount of the relevant Unused US Revolving Credit Commitment of such Class of such Lender during the preceding quarter (or shorter other period commencing with the date hereof or ending with the date on which the US Revolving Credit Commitment of such Class of such Lender shall 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 ; provided that any US Commitment Fee due accrued with respect to each Revolving Credit Lender shall commence to accrue on the date hereof and shall cease to accrue on the date on which the US Revolving Credit Commitment of such Class of a Defaulting Lender is terminated. Anything herein during the period prior to the contrary notwithstanding, during time such period that Lender became a Revolving Credit Defaulting Lender is and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender, except to the extent that such US Commitment Fee shall otherwise have been due and payable by the Borrower prior to such time; and provided, further, that no US Commitment Fee shall accrue on the US Revolving Credit Commitment of such Class of a Defaulting Lender will not so long as such Lender shall be entitled to any a Defaulting Lender. For purposes of calculating the US Commitment Fees accruing during such period (without prejudice to the rights Fee only, no portion of the US Revolving Credit Lenders other than Defaulting Lenders in respect Commitments shall be deemed utilized as a result of such fees)outstanding US Swingline Loans.

Fees. (a) The Company U.S. Borrower (on behalf of itself and the Foreign Subsidiary Borrowers) agrees to pay to each Revolving Credit Lender (other than any Defaulting Lender), through 10 Business Days after the Administrative Agentlast day of March, on each March 31, June 30June, September 30 and December 31 in each year, and on three Business Days after the Revolving Credit Termination Date and any other date on which the Revolving Credit Loans Commitments of such Lender all the Lenders shall be repaid terminated as provided herein, (or on x) through the date of termination of such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date)Administrative Agent, a commitment fee on the sum of (a “Commitment Fee”i) equal to the Commitment Fee Percentage of the daily average unused amount of the unused U.S. Revolving Credit Facility Commitment and (ii) the daily amount of such Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied), Available Unused Commitment during the preceding quarter (or shorter other period commencing with the date hereof Closing Date or ending with the date on which the Revolving Credit Commitment last of the Commitments of such Lender shall be terminated) and (y) directly to each Ancillary Lender, a commitment fee on the daily unused amount of the Ancillary Commitment of such Lender during the preceding quarter (or other period commencing with the Closing Date or ending with the date on which the last of the Commitments of such Lender shall be terminated), in each case at the rates set forth under the caption “Commitment Fee Rate” in the definition of “Applicable Margin” (each of the commitment fees referred to in clauses (x) and (y), a “Commitment Fee”). All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Revolving Credit Lender shall commence to accrue on the date hereof Restatement Effective Date and shall cease to accrue on the date on which the Revolving Credit Commitment last of the Commitments of such Lender is terminated. Anything herein to the contrary notwithstanding, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not shall be entitled to any Commitment Fees accruing during such period (without prejudice to the rights of the Revolving Credit Lenders other than Defaulting Lenders in respect of such fees)terminated as provided herein.

Fees. (a) The Company Borrower agrees to pay to each Revolving Credit Lender, through the Administrative Agent, on Agent for the account of each March 31, June 30, September 30 and December 31 and on USD Lender in accordance with its Applicable Percentage under the Revolving USD Credit Termination Date and any other date on which the Revolving Credit Loans of such Lender shall be repaid (or on the date of termination of such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date), Facility a commitment fee (in Dollars, which shall accrue at a “Commitment Fee”) rate per annum equal to the Applicable Margin for determining Commitment Fee Percentage of Fees times the actual daily average amount by which the aggregate amount of the unused Revolving USD Credit Commitment Facility exceeds the outstanding amount of such Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied), USD Committed Loans during the preceding quarter (or shorter period commencing with from and including the date hereof or ending with to but excluding the date on which the Revolving Credit Commitment of such Lender Aggregate USD Commitments terminate, subject to adjustment as provided in Section 2.24. The commitment fees described in this Section 2.13(a) shall be terminated)due and payable quarterly in arrears on the last Business Day of each March, June, September and December of each year, commencing with the first such date to occur after the Closing Date, and with respect to such fees owing to USD Lenders, on the last day of the USD Availability Period for the USD Credit Facility. The commitment fees described in this Section 2.13(a) shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin for determining Commitment Fees during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin for determining Commitment Fees separately for each period during such quarter that such Applicable Margin was in effect. All Commitment Fees commitment fees described in this Section 2.13(a) 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 (including the first day but excluding the last day). For the avoidance of 360 days. The doubt, the outstanding amount of USD Swing Line Loans shall not be counted towards or considered usage of USD Commitments for purposes of determining the Commitment Fee due to each Revolving Credit Lender shall commence to accrue on the date hereof and shall cease to accrue on the date on which the Revolving Credit Commitment of such Lender is terminated. Anything herein to the contrary notwithstanding, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period (without prejudice to the rights of the Revolving Credit Lenders other than Defaulting Lenders in respect of such feesthis Section 2.13(a).

Fees. (a) The Company agrees to Borrower shall pay to the Agent for the account of each Revolving Credit Lender, through Lender fees (the Administrative Agent, on each March 31, June 30, September 30 and December 31 and on the Revolving Credit Termination Date and any other date on which the Revolving Credit Loans of such Lender shall be repaid (or on the date of termination of such Lender’s Revolving Credit "Commitment if such Lender has no Standby Loans outstanding after such date), Fee") equal to an amount payable as a commitment fee (a “Commitment Fee”) by the Borrower to the Agent for the account of each Lender equal to the Commitment Fee Percentage of the daily average amount of the unused Revolving Credit Lender Commitment of such Lender multiplied by the rate per annum corresponding to (whether or i) the Total Liabilities to Total Asset Value Ratio reflected in Table 1 on Schedule I attached hereto (as determined as of the last day of each of the Borrower's fiscal quarters) whenever and for so long as the Operating Partnership shall not have obtained and shall maintain the conditions set forth Qualifying Ratings; and (ii) the Qualifying Ratings, reflected in Section 5.03 Table 2 on Schedule I attached hereto, as same is in effect from time to time, whenever and for so long as the Operating Partnership shall have been satisfiedobtained and shall maintain (provided that, in the event that the Qualifying Ratings are not equivalent, the Commitment Fee shall be determined based upon the lower or lowest of the Qualifying Ratings); such Commitment Fee to be payable in arrears on or before the tenth (10th) day of each April, during July, October and January. The Commitment Fee shall not be refundable. Any portion of the preceding quarter (or shorter period commencing with Commitment Fee which is not paid by the Borrower when due shall bear interest at the Past Due Rate from the date hereof or ending with due until the date on which paid by the Revolving Credit Borrower. The Commitment of such Lender Fee shall be terminated). All Commitment Fees shall be computed calculated on the basis of the actual number of days elapsed in a year consisting of 360 365 or 366 days, as applicable. The Any change in the Commitment Fee due determined pursuant to each Revolving Credit Lender (i) above shall commence be effective on the first day of the calendar quarter following the last calendar quarter covered by the applicable Officer's Certificate and any change in the Commitment Fee determined pursuant to accrue (ii) above shall be effective on the date hereof and shall cease to accrue on the date on which the Revolving Credit Commitment of such Lender is terminated. Anything herein to the contrary notwithstanding, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period (without prejudice to the rights of the Revolving Credit Lenders other than Defaulting Lenders in respect of such fees)applicable rating change.

Fees. (a) The Company Borrower agrees to pay to the Agent for the account of each Revolving Credit Lender (and in the case of any Defaulting Lender, through subject to the Administrative Agentprovisos below) a commitment fee, on each March 31, June 30, September 30 and December 31 and which shall accrue at the Applicable Commitment Fee Rate on the Revolving Credit Termination daily unused amount of the Commitment of such Lender during the period from and including the Effective Date and any other to but excluding the date on which such Commitment terminates; provided, however, that any commitment fee accrued with respect to any of the Revolving Credit Loans Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be repaid (or a Defaulting Lender except to the extent that such Commitment Fee shall otherwise have been due and payable by the Borrower prior to such time, and provided, further, that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Accrued commitment fees shall be payable in arrears on the date first Business Day following the last day of termination March, June, September and December of such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date), a commitment fee (a “Commitment Fee”) equal to the Commitment Fee Percentage of the daily average amount of the unused Revolving Credit Commitment of such Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied), during the preceding quarter (or shorter period commencing with the date hereof or ending with each year and on the date on which the Revolving Credit Commitment of Commitments terminate, commencing on the first such Lender shall be terminated)date to occur after the Effective 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 in (including the first day but excluding the last day). For purposes of computing commitment fees, a year Commitment of 360 days. The Commitment Fee due to each Revolving Credit a Lender shall commence be deemed to accrue on the date hereof and shall cease to accrue on the date on which the Revolving Credit Commitment of such Lender is terminated. Anything herein be used to the contrary notwithstanding, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period (without prejudice to the rights extent of the Revolving Credit Lenders other than Defaulting Lenders in respect of such fees)outstanding Loans.

Fees. (a) The Company Borrower agrees to pay to each Revolving Credit Lender, through the Administrative Agent, on each March 31the last Business Day of March, June 30June, September 30 and December 31 in each year and on the Revolving Credit Termination Date and any other each date on which the any Revolving Credit Loans Commitment of such Lender shall expire or be repaid (or on the date of termination of such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date)terminated as provided herein, a commitment fee (a “Revolving Credit Commitment Fee”) equal to the Revolving Credit Commitment Fee Percentage of Rate per annum on the daily average unused amount of the unused Revolving Credit Commitment of such Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied), during the preceding quarter (or shorter other period commencing with the date hereof or ending with the Revolving Credit Maturity Date or the date on which the Revolving Credit Commitments of such Lender shall expire or be terminated). The Borrower agrees to pay to each Lender, through the Administrative Agent, on the last Business Day of March, June, September and December in each year and on the date on which the Delayed Draw Term Loan Commitment of such Lender shall expire or be terminated as provided herein, a commitment fee (a “Term Commitment Fee”) equal to the Applicable Term Commitment Fee Rate per annum on the daily unused amount of the Delayed Draw Term Loan Commitment of such Lender during the preceding quarter (or other period commencing with the date hereof or ending with the Delayed Draw Commitment Termination Date or the date on which the Delayed Draw Term Loan Commitment of such Lender shall expire or be terminated). All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. The Commitment Fee due to each Revolving Credit Lender shall commence to accrue on the date hereof and shall cease to accrue on the date on which the For purposes of calculating Revolving Credit Commitment of such Lender is terminated. Anything herein to the contrary notwithstandingFees only, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period (without prejudice to the rights no portion of the Revolving Credit Lenders other than Defaulting Lenders in respect Commitments shall be deemed utilized as a result of such fees)outstanding Swingline Loans.

Fees. (a) The Company agrees In consideration of the services to be performed by Manager, Owner shall pay to each Revolving Credit Lender, through the Administrative Agent, on each March 31, June 30, September 30 Manager (and December 31 and on the Revolving Credit Termination Date and any other date on which the Revolving Credit Loans of such Lender Manager shall be repaid (or entitled to retain from the results of operation of the Property) the Base Management Fee and, if applicable, the Incentive Management Fee, payable for each Fiscal Month in arrears on the date that is ten (10) days following the delivery to Owner of termination the Interim Statements for the Property for each Fiscal Month delivered pursuant to Section 8.1(a) below (including an invoice detailing the monthly Management Fees then due and payable); provided, however, that payment of the Management Fees (i.e., Base Management Fee and/or Incentive Management Fee) shall be subordinate to (i) payment of all amounts taken into account in calculating Net Income and (ii) all items taken into account in calculating EBITDA in the applicable Fiscal Year or portion thereof (any such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date), a commitment fee (a “Commitment Fee”) equal deferred amounts hereinafter referred to the Commitment Fee Percentage of the daily average amount of the unused Revolving Credit Commitment of such Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied), during the preceding quarter (or shorter period commencing with the date hereof or ending with the date on which the Revolving Credit Commitment of such Lender shall be terminated“Deferred Management Fees). All Commitment Any Deferred Management Fees shall be computed on accrued and shall remain as a deferred liability of Owner, payable by Owner in subsequent Fiscal Years to the basis extent of net cash flow after paying all amounts referred to in clauses (i) and (ii) above then due and owing for such Fiscal Year; provided, however, any Deferred Management Fees due and owing to Manager shall be extinguished, released and deemed satisfied upon (a) the maturity of the actual number Loan (whether such maturity is the result of days elapsed in a year the terms of 360 days. The Commitment Fee due to each Revolving Credit Lender shall commence to accrue on the date hereof and shall cease to accrue on the date on which the Revolving Credit Commitment of such Lender is terminated. Anything herein to the contrary notwithstanding, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled Landco Loan Documents or pursuant to any Commitment Fees accruing during such period (without prejudice to the rights acceleration of the Revolving Credit Lenders other than Defaulting Lenders maturity date permitted thereunder), or (b) the exercise of the Landco Warrants. Any Deferred Management Fees shall be payable immediately after the Management Fees for the then current Fiscal Year have been paid in respect of such fees)full by Owner.

Fees. (a) The Company Payment - Upon receipt of signed Agreement or initial Deposit Materials, whichever comes first, Escrow Associates will submit an initial invoice to Beneficiary for the amount shown on Exhibit A attached hereto. If payment is not received, Escrow Associates shall have no obligation to perform its duties under this Agreement. Beneficiary agrees to pay to each Revolving Credit LenderEscrow Associates all additional fees for services rendered related to this Agreement as shown on Exhibit A to the extent agreed upon by Beneficiary in writing. The fee for any service that is not expressly covered in Exhibit A shall be established by Escrow Associates upon request. Escrow Associates shall not perform any additional services unless agreed upon in writing by Beneficiary. All fees are due within [**] days of Escrow Associates execution of this Agreement. Escrow Associates may amend Exhibit A at any time upon [**] days written notice to Beneficiary and Depositor. For the purpose of clarity, through Beneficiary is the Administrative Agentsole paying party under this Agreement. Therefore, Escrow Associates releases Depositor or its affiliates or their officers, directors or employees (“Depositor Releasees”) from any and all claims or attempts to collect any fees due hereunder from Depositor Releasees. To the extent undisputed fees due Escrow Associates by Beneficiary under this Agreement remain unpaid, Escrow Associates shall not pursue Depositor Releasees or hold them liable for such fees nor shall it place any lien, security interest or the like on each March 31, June 30, September 30 and December 31 and on the Revolving Credit Termination Date and any other date on which the Revolving Credit Loans or refuse to return Deposit Materials to Depositor as a result of such Lender undisputed fees due Escrow Associates by Beneficiary. If Beneficiary unilaterally terminates the Agreement under Section 1. Beneficiary shall be repaid (or on cover all Escrow Associates fees and expenses required to return Deposit Materials to Depositor and shall indemnify Depositor Releasees for all claims, losses and liabilities from Escrow Associates associated with the date return of the Deposit Materials to Depositor and Beneficiary’s unilateral termination of such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date), a commitment fee (a “Commitment Fee”) equal to the Commitment Fee Percentage of the daily average amount of the unused Revolving Credit Commitment of such Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied), during the preceding quarter (or shorter period commencing with the date hereof or ending with the date on which the Revolving Credit Commitment of such Lender shall 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 Revolving Credit Lender shall commence to accrue on the date hereof and shall cease to accrue on the date on which the Revolving Credit Commitment of such Lender is terminated. Anything herein to the contrary notwithstanding, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period (without prejudice to the rights of the Revolving Credit Lenders other than Defaulting Lenders in respect of such fees)Agreement.

Fees. (a) The Company Borrower agrees to pay to the Agent for the account of each Revolving Credit Lender (and in the case of any Defaulting Lender, through subject to the Administrative Agentprovisos below) a commitment fee, on each March 31, June 30, September 30 and December 31 and which shall accrue at the Applicable Commitment Fee Rate on the Revolving Credit Termination daily unused amount of the Commitment of such Lender during the period from and including the Original Effective Date and any other to but excluding the date on which such Commitment terminates; provided, however, that any commitment fee accrued with respect to any of the Revolving Credit Loans Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be repaid (or a Defaulting Lender except to the extent that such Commitment Fee shall otherwise have been due and payable by the Borrower prior to such time, and provided, further, that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Accrued commitment fees shall be payable in arrears on the date first Business Day following the last day of termination March, June, September and December of such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date), a commitment fee (a “Commitment Fee”) equal to the Commitment Fee Percentage of the daily average amount of the unused Revolving Credit Commitment of such Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied), during the preceding quarter (or shorter period commencing with the date hereof or ending with each year and on the date on which the Revolving Credit Commitment of Commitments terminate, commencing on the first such Lender shall be terminated)date to occur after the Original Effective 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 in (including the first day but excluding the last day). For purposes of computing commitment fees, a year Commitment of 360 days. The Commitment Fee due to each Revolving Credit a Lender shall commence be deemed to accrue on the date hereof and shall cease to accrue on the date on which the Revolving Credit Commitment of such Lender is terminated. Anything herein be used to the contrary notwithstanding, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period (without prejudice to the rights extent of the Revolving Credit Lenders other than Defaulting Lenders in respect of such fees)outstanding Loans.

Fees. (ai) The Company agrees to shall pay to each Revolving Credit Lender, through the Administrative AgentAgent (A) for the account of the Lenders in accordance with their Pro Rata Tranche A Revolving Shares, from and after the date of this Agreement until the Tranche A Revolving Loan Termination Date, a commitment fee accruing at the rate of the then Applicable Commitment Fee Percentage on the unutilized portion of such Lender's Tranche A Revolving Loan Commitment, (B) for the account of the Lenders in accordance with their Pro Rata Tranche B Revolving Shares, from and after the date of this Agreement until the Tranche B Revolving Loan Termination Date, a commitment fee accruing at the rate of the then Applicable Commitment Fee Percentage on the unutilized portion of such Lender's Tranche B Revolving Loan (treating Alternate Currency Loans as usage), (C) for the account of the Lenders in accordance with their Pro Rata Tranche C Revolving Shares, from and after the date of this Agreement until the Tranche C Revolving Loan Termination Date, a commitment fee accruing at the rate of the then Applicable Commitment Fee Percentage on the unutilized portion of such Lender's Tranche C Revolving Loan Commitment (treating Letters of Credit, but not Swing Line Loans, as usage) and (D) for the account of the Lenders in accordance with their Pro Rata Tranche D Revolving Shares, from and after the date of this Agreement until the Tranche D Revolving Loan Termination Date, a commitment fee accruing at the rate of the then Applicable Commitment Fee Percentage on the unutilized portion of such Lender's Tranche D Revolving Loan (treating Alternate Currency Loans as usage). The commitment fee shall be payable in arrears on each Payment Date hereafter, and, in addition, on each March 31, June 30, September 30 and December 31 and on the Revolving Credit Termination Date and any other date on which the Tranche A Revolving Credit Loans of such Lender Loan Commitment, the Tranche B Revolving Loan Commitment, the Tranche C Revolving Loan Commitment or the Tranche D Revolving Loan Commitment, as applicable, shall be repaid (or on the date of termination of terminated in whole or, with respect to such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date)terminated amount, a commitment fee (a “Commitment Fee”) equal to the Commitment Fee Percentage of the daily average amount of the unused Revolving Credit Commitment of such Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied), during the preceding quarter (or shorter period commencing with the date hereof or ending with the date on which the Revolving Credit Commitment of such Lender shall 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 Revolving Credit Lender shall commence to accrue on the date hereof and shall cease to accrue on the date on which the Revolving Credit Commitment of such Lender is terminated. Anything herein to the contrary notwithstanding, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period (without prejudice to the rights of the Revolving Credit Lenders other than Defaulting Lenders in respect of such fees)part.

Fees. (a) The Company Borrower agrees to pay to the Agent for the account of each Revolving Credit Lender (and in the case of any Defaulting Lender, through subject to the Administrative Agentprovisos below) a commitment fee, on each March 31, June 30, September 30 and December 31 and which shall accrue at the Applicable Commitment Fee Rate on the daily unused amount of the Revolving Credit Termination Commitment of such Lender during the period from and including the Effective Date and any other to but excluding the date on which such Revolving Commitment terminates; provided, however, that any commitment fee accrued with respect to any of the Revolving Credit Loans Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be repaid (or a Defaulting Lender except to the extent that such Commitment Fee shall otherwise have been due and payable by the Borrower prior to such time, and provided, further, that no commitment fee shall accrue on any of the Revolving Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Accrued commitment fees shall be payable in arrears on the date first Business Day following the last day of termination March, June, September and December of such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date), a commitment fee (a “Commitment Fee”) equal to the Commitment Fee Percentage of the daily average amount of the unused Revolving Credit Commitment of such Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied), during the preceding quarter (or shorter period commencing with the date hereof or ending with each year and on the date on which the Revolving Credit Commitment of Commitments terminate, commencing on the first such Lender shall be terminated)date to occur after the Effective 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 in (including the first day but excluding the last day). For purposes of computing Commitment Fees, a year Revolving Commitment of 360 days. The Commitment Fee due to each Revolving Credit a Lender shall commence be deemed to accrue on be used to the date hereof and shall cease to accrue on extent of the date on which the outstanding Revolving Credit Commitment Loans of such Lender is terminated. Anything herein to the contrary notwithstanding, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period (without prejudice to the rights of the Revolving Credit Lenders other than Defaulting Lenders in respect of such fees).

Fees. (a) The Company Borrower agrees to pay to each Revolving Credit Lender, through the Administrative Agent, on each March 31the last Business Day of March, June 30June, September 30 and December 31 in each year and on the Revolving Credit Termination Date and any other each date on which the Revolving Credit Loans any Commitment of such Lender shall expire or be repaid (or on the date of termination of such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date)terminated as provided herein, a commitment fee (a “"Commitment Fee”") equal to the Commitment Fee Percentage of 0.50% per annum on the daily average unused amount of the unused Revolving Credit Commitment Commitments of such Lender (whether or not other than the conditions set forth in Section 5.03 shall have been satisfied), Swingline Commitment) during the preceding quarter (or shorter other period commencing with the date hereof or ending with the Revolving Credit Maturity Date or the date on which the Revolving Credit Commitment Commitments of such Lender shall expire or be terminated); provided that any commitment fee accrued with respect to any of 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 not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided, further that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. The Commitment Fee due to each Revolving Credit Lender shall commence to accrue on the date hereof and shall cease to accrue on the date on which the Revolving Credit Commitment of such Lender is terminatedshall expire or be terminated as provided herein. Anything herein to the contrary notwithstanding, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any For purposes of calculating Commitment Fees accruing during such period (without prejudice to the rights only, no portion of the Revolving Credit Lenders other than Defaulting Lenders in respect Commitments shall be deemed utilized as a result of such fees)outstanding Swingline Loans.

Fees. As compensation for the performance of its obligations as Collateral Manager hereunder and under the Indenture, the Collateral Manager will be entitled to receive (i) a fee, payable quarterly in arrears on each Payment Date in accordance with the Priority of Payments, equal to 0.15% per annum of the Net Outstanding Portfolio Balance (the “Senior Collateral Management Fee”) and (ii) an additional fee, payable quarterly in arrears on each Payment Date in accordance with the Priority of Payments, equal to 0.25% per annum of the Net Outstanding Portfolio Balance (the “Subordinate Collateral Management Fee” and, together with the Senior Collateral Management Fee, the “Collateral Management Fee”). Each Collateral Management Fee will be calculated for each Interest Accrual Period assuming a 360-day year with twelve (12) thirty-day months. The Collateral Management Fee will be calculated based on the Net Outstanding Portfolio Balance as of the first day of the applicable Interest Accrual Period. If on any Payment Date there are insufficient funds to pay such fees (and/or any other amounts due and payable to the Collateral Manager) in full, in accordance with the Priority of Payments, the amount not so paid shall be deferred and such amounts shall be payable on such later Payment Date on which funds are available therefor as provided in the Priority of Payments set forth in the Indenture. Any accrued and unpaid Senior Collateral Management Fee that is deferred due to the operation of the Priority of Payments shall accrue interest at a per annum rate equal to LIBOR in effect for the applicable Interest Accrual Period computed on an actual 360-day basis. Any accrued and unpaid Subordinate Collateral Management Fee that is deferred due to the operation of the Priority of Payments shall accrue interest at a per annum rate equal to LIBOR in effect for the applicable Interest Accrual Period on an actual 360-day basis. Notwithstanding any other provision hereof, the aggregate amount of all accrued but unpaid Subordinate Collateral Management Fee payable on the final Payment Date or, if earlier, following the winding up of the Issuer shall be equal to the lesser of (a) the nominal amount thereof and (b) the amount available for payment under the Priority of Payments. The Company Collateral Manager hereby agrees not to pay cause the filing of a petition in bankruptcy against the Issuer for the nonpayment to each Revolving Credit Lenderthe Collateral Manager of any amounts due it hereunder except in accordance with Section 18 hereof and, through subject to the Administrative Agentprovisions of Section 12, on each March 31to continue to serve as Collateral Manager. If this Agreement is terminated pursuant to Section 12 hereof or otherwise, June 30, September 30 the accrued fees payable to the Collateral Manager shall be prorated for any partial periods between the Payment Dates during which this Agreement was in effect and December 31 shall be due and payable on the Revolving Credit Termination first Payment Date and any other date on which the Revolving Credit Loans of such Lender shall be repaid (or on following the date of termination of such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date)termination, a commitment fee (a “Commitment Fee”) equal together with all expenses payable to the Commitment Fee Percentage Collateral Manager in accordance with Section 6 hereof, and subject to the provisions of the daily average amount Indenture and the Priority of the unused Revolving Credit Commitment of such Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied), during the preceding quarter (or shorter period commencing with the date hereof or ending with the date on which the Revolving Credit Commitment of such Lender shall 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 Revolving Credit Lender shall commence to accrue on the date hereof and shall cease to accrue on the date on which the Revolving Credit Commitment of such Lender is terminated. Anything herein to the contrary notwithstanding, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period (without prejudice to the rights of the Revolving Credit Lenders other than Defaulting Lenders in respect of such fees)Payments.

Fees. (a) The Company Alcoa agrees to pay to each Revolving Credit Lenderpay, through the Administrative Agent, on each March 31, June 30, September 30 and December 31 and on the Revolving Credit Termination Date and or cause any other date Borrower to pay, in immediately available Dollars for the account of the Lenders as set forth below in this Section 2.06, a facility fee (collectively, the “Facility Fee”) at a rate per annum equal to the Applicable Facility Fee Rate on which (i) the Revolving Credit Loans of such Lender shall be repaid (or on the date of termination aggregate amount of such Lender’s Commitment (whether used or unused), for the period from and including the Effective Date to but excluding the earlier of the date such Commitment is terminated and the applicable Maturity Date and (ii) after the termination of such Commitment, on the aggregate amount of such Lender’s outstanding Revolving Credit Commitment Outstandings. Accrued Facility Fees shall be payable in arrears (A) on the last Business Day of each calendar quarter, commencing on the first such Business Day following the Effective Date, for the account of each Lender, (B) on the Initial Scheduled Maturity Date, (x) if such Alcoa shall not have requested a First Extension, for the account of each Lender has no Standby Loans outstanding after such date), a commitment fee or (a “Commitment Fee”y) equal to the Commitment Fee Percentage of the daily average amount of the unused Revolving Credit Commitment of such Lender (whether or not the conditions set forth in Section 5.03 if Alcoa shall have been satisfied)requested a First Extension, during for the preceding quarter account of each Lender that shall not have consented to such First Extension, (C) the First Extended Maturity Date, (x) if Alcoa shall not have requested a Second Extension, for the account of each Lender, or shorter period commencing with (y) if Alcoa shall have requested a Second Extension, for the date hereof or ending with account of each Lender that shall not have consented to such Second Extension, (D) the Second Extended Maturity Date, if applicable, for the account of each Lender and (E) the date on which the Commitments shall be terminated in whole (or, in the case of Letters of Credit, fully cash collateralized in accordance with the last paragraph of Article VII), for the account of each Lender; provided, however, that if any Revolving Credit Commitment of such Lender Outstandings shall be terminated)outstanding after the date on which the Commitments have been terminated in whole, then such Facility Fee shall be payable on demand. All Commitment Facility 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 Revolving Credit Lender shall commence to accrue on the date hereof and shall cease to accrue on the date on which the Revolving Credit Commitment of such Lender is terminated. Anything herein to the contrary notwithstanding, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period (without prejudice to the rights of the Revolving Credit Lenders other than Defaulting Lenders in respect of such fees).

Fees. (a) The Company agrees Borrowers agree to pay to each Revolving Credit Lender, through the Administrative Agent, on each March 31, June 30, September 30 and December 31 the Closing Date and on the Revolving Credit Termination Date last day Business Day of March, June, September and any other December in each year (calculated to such last Business Day, as applicable, of March, June, September and December) and on the date on which the Revolving Credit Loans Refinancing Loan Commitment or the Additional Loan Commitment, as applicable, of such Lender shall expire or be repaid (or on the date of termination of such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date)terminated as provided herein, a commitment fee (a “Commitment Fee”"COMMITMENT FEE") equal to the Commitment Fee Applicable Percentage of per annum in effect from time to time on the average daily average unused amount of the unused Revolving Credit Refinancing Loan Commitment or the Additional Loan Commitment, as applicable, of such Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied), during the preceding quarter (or shorter other period commencing with the date hereof of acceptance by the Borrowers of the Refinancing Loan Commitment or Additional Loan Commitment, as applicable, of such Lender or ending with the Refinancing Revolving Facility Maturity Date or the Additional Revolving Facility Maturity Date, as applicable, or the date on which the Revolving Credit Refinancing Loan Commitment or Additional Loan Commitment, as applicable, of such Lender shall expire or be terminated) (it being understood that for purposes of this paragraph (a), an assignment of interest shall not be considered a termination of the Refinancing Loan Commitment or the Additional Loan Commitment, as applicable, of such Lender), PROVIDED that the aggregate fees payable on any such day shall not exceed the amount that would have been payable if no assignment of any Lender's interest had occurred during the applicable three month period. 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 Revolving Credit Lender shall commence to accrue on the date hereof of acceptance by the Borrowers of the Refinancing Loan Commitment or the Additional Loan Commitment, as applicable, of such Lender and shall cease to accrue on the date on which the Revolving Credit Refinancing Loan Commitment or the Additional Loan Commitment, as applicable, of such Lender is terminated. Anything herein to the contrary notwithstanding, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not shall expire or be entitled to any Commitment Fees accruing during such period (without prejudice to the rights of the Revolving Credit Lenders other than Defaulting Lenders in respect of such fees)terminated as provided herein.

Fees. (a) The Company agrees to pay to the Administrative Agent for the account of each Revolving Credit LenderLender a facility fee, through which shall accrue at the Administrative Agent, on each March 31, June 30, September 30 and December 31 and Applicable Rate on the daily Dollar Amount of the Revolving Credit Termination Commitment of such Lender (whether used or unused) during the period from and including the Effective Date and any other to but excluding the date on which the such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Loans of Exposure after its Revolving Commitment terminates, then such Lender facility fee shall be repaid (or continue to accrue on the date of termination daily Dollar Amount of such Lender’s Revolving Credit Exposure from and including the date on which its Revolving Commitment if terminates to but excluding the date on which such Lender has no Standby Loans outstanding after such date)ceases to have any Revolving Credit Exposure; provided, a commitment however, that any facility fee (a “Commitment Fee”) equal accrued with respect to the Commitment Fee Percentage of the daily average amount of the unused Revolving Credit Commitment of a Defaulting Lender during the period prior to the time such Lender (whether or became a Defaulting Lender and unpaid at such time shall not be payable by the conditions set forth in Section 5.03 Company so long as such Lender shall be a Defaulting Lender except to the extent that such facility fee shall otherwise have been satisfied)due and payable by the Company prior to such time; and provided further that no facility fee shall accrue on the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Accrued facility fees shall be payable in arrears on the last day of March, during the preceding quarter (or shorter period commencing with the date hereof or ending with June, September and December of each year and on the date on which the Revolving Credit Commitment of Commitments terminate, commencing on the first such Lender date to occur after the date hereof; provided that any facility fees accruing after the date on which the Revolving Commitments terminate shall be terminated)payable on demand. All Commitment Fees facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed in a year of 360 days. The Commitment Fee due to each Revolving Credit Lender shall commence to accrue on (including the date hereof and shall cease to accrue on first day but excluding the date on which the Revolving Credit Commitment of such Lender is terminated. Anything herein to the contrary notwithstanding, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period (without prejudice to the rights of the Revolving Credit Lenders other than Defaulting Lenders in respect of such feeslast day).

Fees. (a) The Company agrees to pay to the Administrative Agent, for the account of each Revolving Credit LenderBank, a facility fee ("Facility Fee") on the actual daily Commitment of such Bank from the date hereof until the Termination Date, payable in arrears on the last Business Day of each January, April, July and October during the term of such Bank's Commitment, commencing January 31, 2007, and on the Termination Date, at the Applicable Facility Fee Rate; provided, that if any Bank continues to have Advances or L/C Exposure outstanding hereunder after the termination of its Commitment (including, without limitation, during any period when Advances may be outstanding but new Advances may not be borrowed hereunder), then such Facility Fee shall continue to accrue on the aggregate principal amount of the Advances owed to such Bank until such Advances are repaid in full. Notwithstanding the foregoing, (i) any Facility Fee accrued with respect to any Commitment of a Defaulting Bank during the period prior to the time such Bank became a Defaulting Bank and unpaid at such time shall not be payable by the Borrowers so long as such Bank shall be a Defaulting Bank, except to the extent such Facility Fee was due and payable prior to such time, and (ii) no Facility Fee shall accrue on the Commitment of a Defaulting Bank so long as such Bank is a Defaulting Bank. The Company agrees from time to time to pay to each Bank (other than any Defaulting Bank, for so long as such Bank is a Defaulting Bank), through the Administrative Agent, on ten (10) Business Days after the last day of each March 31January, June 30April, September 30 July and December 31 October of each year and on three (3) Business Days after the Revolving Credit Termination Date and any other date on which the Revolving Credit Loans Commitments of such Lender all the Banks shall be repaid (or on the date of termination of such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date)terminated as provided herein, a commitment fee (a “Commitment an "L/C Participation Fee”") equal to the Commitment Fee on such Bank's Percentage of the daily average aggregate L/C Exposure (excluding the portion thereof attributable to (x) unreimbursed L/C Disbursements and (y) any automatic increases of the stated amount of the unused Revolving any Letters of Credit Commitment of such Lender (whether or not the conditions set forth in Section 5.03 shall that have been satisfiedincluded in the L/C Exposure pursuant to Section 2.18(m), but which are not yet effective), during the preceding quarter (or shorter period commencing with the date hereof Effective Date or ending with the Termination Date or the date on which the Revolving Credit Commitment of such Lender Commitments shall be terminated)) at the rate per annum equal to the Applicable Margin for Eurocurrency Rate Advances effective for each day in such period. All Commitment Fees Reduction and Termination of the Commitments . Subject to Section 5.04, the Company shall have the right, upon at least two (2) Business Days' notice to the Administrative Agent, to terminate or cancel in whole or reduce ratably in part the unused portions of the respective Commitments of the Banks, provided that each partial reduction shall be computed on in an aggregate amount of $10,000,000 or any integral multiple of $1,000,000 in excess thereof. The Company shall have the basis right, upon at least ten (10) Business Days' written notice to the Administrative Agent (which shall then give prompt notice thereof to the relevant Bank), to require any Bank that makes a demand for payment under Section 2.11 or 2.15 or is a Protesting Bank to assign, pursuant to and in accordance with the provisions of Section 9.01, all of its rights and obligations under this Agreement and under the Notes to an eligible assignee selected by the Company; provided, however, that (i) no Event of Default shall have occurred and be continuing at the time of such request and at the time of such assignment; (ii) the assignee shall have paid to the assigning Bank the aggregate principal amount of, and any interest accrued and unpaid to the date of such assignment on, the Note or Notes of such Bank; (iii) the Company shall have paid to the assigning Bank any and all Facility Fees, and other amounts, due and owing to such Bank under any provision of this Agreement (including, but not limited to, any increased costs or other additional amounts owing under Section 2.11 and any indemnification for Taxes under Section 2.15 as of the actual number effective date of days elapsed in a year of 360 days. The Commitment Fee due such assignment; and (iv) if the assignee selected by the Company is not an existing Bank, such assignee or the Company shall have paid the processing and recordation fee required under Section 9.01 for such assignment; provided further that the assigning Bank's rights under Sections 2.11, 2.15, 10.04 and 10.11, and its obligations under Section 8.09, shall survive such assignment as to each Revolving Credit Lender shall commence matters occurring prior to accrue on the date hereof of assignment. Mitigation . Any Bank claiming any additional amounts payable pursuant to Sections 2.11 or 2.15 or subject to Section 2.12 shall use its commercially reasonable efforts (consistent with its internal policy and shall cease legal and regulatory restrictions) to accrue on change the date on which jurisdiction of its Applicable Lending Office if the Revolving Credit Commitment making of such Lender is terminated. Anything herein to a change would avoid the contrary notwithstandingneed for, during or reduce the amount of, any such period that a Revolving Credit Lender is a Defaulting Lenderadditional amounts which may thereafter accrue under Sections 2.11 or 2.15 or would avoid the unavailability of Eurocurrency Rate Advances under Section 2.11 and would not, in any such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period (without prejudice to case, in the rights of the Revolving Credit Lenders other than Defaulting Lenders in respect judgment of such fees)Bank, be otherwise disadvantageous to such Bank.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent in dollars for the account of each Revolving Credit Lender (other than a Defaulting Lender, through the Administrative Agent, on each March 31, June 30, September 30 and December 31 and on the Revolving Credit Termination Date and any other date on which the Revolving Credit Loans of such Lender shall be repaid (or on the date of termination of such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date), ) a commitment fee (a “Commitment Fee”) equal to fee, which shall accrue at the rate of the Commitment Fee Percentage of per annum on the average daily average unused amount of the unused Revolving Credit Commitment of such Revolving Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied), during the preceding quarter (or shorter period commencing with from and including the date hereof or ending with Closing Date to but excluding the date on which the Revolving Credit Commitment of such Lender Commitments terminate. Accrued commitment fees shall be terminated)payable in arrears on the last Business Day of March, June, September and December of each year and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the Closing Date. All Commitment Fees commitment 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 day but excluding the last day). For purposes of computing commitment fees, a Revolving Commitment of a Revolving Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender and all Swing Loans shall be disregarded. (b) The Borrower agrees to pay (i) to the Administrative Agent in a year dollars for the account of 360 days. The Commitment Fee due to each Revolving Credit Lender (other than any Defaulting Lender unless such Defaulting Lender has provided cash collateral to fully cover its LC Exposure as otherwise provided herein) a participation fee with respect to its participations in Letters of Credit, which shall commence accrue at the Applicable Rate used to accrue determine the interest rate applicable to EurodollarSOFR Revolving Loans on the date hereof daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements but taking into account the maximum amount available to be drawn under all outstanding Letters of Credit, whether or not such maximum amount is then in effect) during the period from and shall cease including the Closing Date to accrue on and including the later of the date on which such Revolving Lender’s Revolving Commitment terminates and the date on which such Revolving Credit Commitment Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank in dollars a fronting fee, which shall accrue at the rate of 0.125% per annum (or such Lender is terminated. Anything herein lesser rate as may be agreed to in writing by an Issuing Bank) on the contrary notwithstanding, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period (without prejudice to the rights daily amount of the Revolving LC Exposure attributable to Letters of Credit Lenders other than Defaulting Lenders in respect of issued by such fees).Issuing Bank (excluding any

Fees. Borrower shall promptly pay when due the reasonable fees of the Construction Consultant, all reasonable out-of-pocket costs and expenses, including, without limitation, appraisal fees (a) The Company agrees to pay the extent provided herein), recording fees and charges, abstract fees, title policy fees, escrow fees, reasonable attorneys' fees, fees of inspecting architects and engineers to each Revolving Credit Lenderthe extent provided hereunder in connection with Advances, through environmental consultants to the Administrative Agentextent provided in the Building Loan Mortgage, on each March 31mortgage servicing fees and expenses, June 30and all other reasonable costs and expenses of every character which have been incurred or which may hereafter be incurred by Agent in connection with the preparation and execution of the Building Loan Documents, September 30 including any extension, amendment or modification thereof, the funding of the Building Loan, and December 31 enforcement of the Building Loan Mortgage, the Building Loan Note, and on the Revolving Credit Termination Date other Building Loan Documents, and for any services which may be required in addition to those normally and reasonably contemplated hereby and or by the other Loan Documents or which may be required in the negotiation, preparation, execution and delivery of any consents, amendments, waivers or other modifications to this Agreement and the other Loan Documents and any subordination, non-disturbance and attornment agreement or Lease approvals, the releases of Residential Units or other date on which documents or matters requested by Borrower; including, without limitation, reasonable attorneys' fees in any action for the Revolving Credit Loans foreclosure of the Building Loan Mortgage and the collection of the Building Loan, and all such fees incurred in connection with any bankruptcy or insolvency proceeding; and Borrower will, within thirty (30) days after demand by Agent (together with reasonable evidence of incurrence of such Lender expenses), reimburse Agent for all such reasonable expenses which have been incurred. All amounts incurred or paid by Agent under this Section 4.1.20, together with interest thereon at the Default Rate from the due date until paid by Borrower, shall be repaid (or on the date of termination of such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date), a commitment fee (a “Commitment Fee”) equal added to the Commitment Fee Percentage Debt and shall be secured by the lien of the daily average amount of the unused Revolving Credit Commitment of such Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied), during the preceding quarter (or shorter period commencing with the date hereof or ending with the date on which the Revolving Credit Commitment of such Lender shall 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 Revolving Credit Lender shall commence to accrue on the date hereof and shall cease to accrue on the date on which the Revolving Credit Commitment of such Lender is terminated. Anything herein to the contrary notwithstanding, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period (without prejudice to the rights of the Revolving Credit Lenders other than Defaulting Lenders in respect of such fees)Building Loan Mortgage.

Fees. (a) The Company agrees to shall pay to the Administrative Agent for the account of each Revolving Credit US$ Lender, through the Administrative Agent, on each March 31, June 30, September 30 and December 31 and US$-Canadian Lender or Multi-Currency Lender commitment fees in Dollars on the Revolving Credit Termination Date and any other date on which the Revolving Credit Loans of such Lender shall be repaid (or on the date of termination daily average unused amount of such Lender’s Revolving 's US$ Commitment, US$-Canadian Commitment or Multi-Currency Commitment, as the case may be, (for which purpose, (i) the aggregate amount of any Letter of Credit Liabilities under the US$ Commitments or the Multi-Currency Commitments shall be deemed to be a PRO RATA (based on the US$ Commitments or the Multi-Currency Commitments, as the case may be) use of each Lender's US$ Commitment if such Lender has no Standby Loans outstanding after such date)or Multi-Currency Commitment, a commitment fee as the case may be, and (a “Commitment Fee”ii) equal to the Commitment Fee Percentage of the daily average amount of each US$-Canadian Lender's US$-Canadian Commitment shall be determined after giving effect to the unused Revolving Credit Commitment allocation of such Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied), during Canadian Commitments and the preceding quarter (or shorter US$-Canadian Commitments pursuant to subsection 2.6 of Annex A hereto) for the period commencing with from the Effective Date to and including the earlier of the date hereof or ending with the 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 on which the Revolving Credit Commitments are terminated and the Commitment of such Lender Termination Date. The Company shall be terminated). All Commitment Fees shall be computed pay to Chase on the basis Effective Date syndication, agency and additional commitment fees in the amounts heretofore mutually agreed in writing. The Company shall pay to the Administrative Agent on the Effective Date and on each anniversary thereof, so long as any of the actual number Commitments are in effect and until payment in full of days elapsed all Loans hereunder, all interest thereon and all other amounts payable hereunder, an annual agency fee in a year of 360 days. The Commitment Fee due to each Revolving Credit Lender shall commence to accrue on the date hereof and shall cease to accrue on the date on which the Revolving Credit Commitment of such Lender is terminated. Anything herein to the contrary notwithstanding, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period (without prejudice to the rights of the Revolving Credit Lenders other than Defaulting Lenders amount heretofore mutually agreed in respect of such fees)writing.

Fees. (a) The Company Borrower agrees to pay to each Revolving Credit Lenderthe Administrative Agent for the ratable account of the Lenders entitled thereto, through an upfront payment (the “Upfront Payment”) in cash (which, at the discretion of the Required Lenders (with written notice provided to the Administrative Agent), on each March 31may take the form of original issue discount) in an amount equal to 0.75% of (the “Upfront Payment Percentage”) of (i) the aggregate principal amount of the Term Loans funded hereunder in respect of the first Borrowing referred to in Section 2.2, June 30, September 30 and December 31 and on the Revolving Credit Termination Date and any other date on which the Revolving Credit Loans of such Lender first Upfront Payment shall be repaid (or earned, due and payable on the date of termination such first Borrowing and calculated by multiplying the Upfront Payment Percentage by the aggregate principal amount of Term Loans funded by such Lender on the date of such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date), a commitment fee first Borrowing and (a “Commitment Fee”ii) equal to the Commitment Fee Percentage of the daily average aggregate principal amount of the unused Revolving Credit Commitment Term Loans funded hereunder in respect of such Lender (whether or not the conditions set forth second Borrowing referred to in Section 5.03 shall have been satisfied)2.2, during the preceding quarter (or shorter period commencing with the date hereof or ending with the date on which the Revolving Credit Commitment of such Lender second Upfront Payment shall 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 earned, due to each Revolving Credit Lender shall commence to accrue and payable on the date hereof of such second Borrowing and shall cease to accrue calculated by multiplying the Upfront Payment Percentage by the aggregate principal amount of the Term Loans funded by such Lender on the date on which the Revolving Credit Commitment of such Lender is terminated. Anything herein second Borrowing; provided that notwithstanding the foregoing, for the avoidance of doubt no applicable original issue discount shall reduce the amount of Obligations required to be prepaid or repaid with respect to the contrary notwithstandingLoans owing hereunder. If any Lender shall fail to fund its Term Loan Commitment upon satisfaction of all applicable conditions precedent, during the Upfront Payment with respect to such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not unfunded amount of the Term Loan Commitment shall be entitled reallocated to any Commitment Fees accruing during Lender that funds such period (without prejudice to the rights of the Revolving Credit Lenders other than Defaulting Lenders in respect of such fees)unfunded Amount.

Fees. (a) The Company agrees Borrowers agree to pay to the Administrative Agent for the account of each Revolving Credit Lender, through a commitment fee, which shall accrue at the Administrative Agentrate per annum set forth as describe in, on each March 31or under the caption “Commitment Fee”, June 30as applicable, September 30 and December 31 and in the definition of “Applicable Rate” on the average daily amount of the Available Revolving Credit Termination Commitment of each such Lender during the period from and including the Effective Date and any other to but excluding the date on which the Revolving Credit Loans of such Lender shall be repaid (or on the date of termination of each such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date)terminates. Commitment fees accrued through and including the last day of each calendar quarter shall be payable on the second Business Day of each April, a commitment fee (a “Commitment Fee”) equal to the Commitment Fee Percentage July, October and January of the daily average amount of the unused Revolving Credit Commitment of such Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied), during the preceding quarter (or shorter period commencing with the date hereof or ending with each year and on the date on which the Revolving Credit Commitment of terminates, commencing on the first such Lender shall be terminated)date to occur after the Effective 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 elapsed. Solely for purposes of determining the Available Revolving Commitment in a year connection with the computation of 360 dayscommitment fees of the Revolving Lenders, the Revolving Exposure shall be deemed to exclude the aggregate principal amount of Swingline Loans. (b) The Commitment Fee due Borrowers agree to pay to the Administrative Agent, for the account of (and to be shared pro rata among) each Revolving Credit Lender Lender, a participation fee with respect to its participations in Letters of Credit, which shall commence accrue at the same Applicable Rate used to accrue determine the interest rate applicable to EurodollarTerm SOFR Rate Revolving Loans on the date hereof average daily amount of such Lender’s applicable LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and shall cease including the Effective Date to accrue on but excluding the later of the date on which such Xxxxxx’s Revolving Commitment terminates and the date on which such Revolving Credit Commitment Lender ceases to have any LC Exposure. In addition, the Borrowers agree to pay the applicable Issuing Bank a fronting fee with respect to each Letter of Credit, in an amount equal to the greater of (i) 0.125% of the face amount of such Lender Letter of Credit and (ii) $1,000, payable on the date of the issuance and any renewal or extension of such Letter of Credit (and, in the event that the face amount of any Letter of Credit is terminated. Anything herein increased after the date of issuance thereof, the Borrowers agree to pay the applicable Issuing Bank, on the date of any such increase, an additional fronting fee in an amount equal to the contrary notwithstanding, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period greater of (without prejudice to the rights i) 0.125% of the Revolving Credit Lenders other than Defaulting Lenders in respect amount by which the face amount of such feesLetter of Credit has been increased and (ii) $1,000)., as well as the applicable Issuing Bank’s standard fees with 75

Fees. (a) The In addition to any fees payable to the Administrative Agent pursuant to the Fee Letter, the Company agrees to pay to each Revolving Credit Lender, through the Administrative Agent, Agent for the account of each Lender an Unused Fee (an “Unused Fee”) of (a) on each March 31, June 30, September 30 and December 31 and on the Revolving Credit Termination Interest Payment Date and any other date on which the Revolving Credit aggregate principal amount of all outstanding Loans of such Lender shall be repaid (or does not exceed Sub-Limit A, 0.25% per annum on the date of termination of such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date), a commitment fee (a “Commitment Fee”) equal to difference between Sub-Limit A and the Commitment Fee Percentage of the daily average aggregate principal amount of the unused Revolving Credit Commitment of such Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied), all outstanding Loans during the preceding quarter calendar month (or shorter period commencing with partial monthly period, as applicable), (b) on the date hereof or ending with the date first Interest Payment Date on which the Revolving Credit Commitment aggregate principal amount of such Lender shall be terminatedall outstanding Loans exceeds Sub-Limit A but does not exceed Sub-Limit B (and for all Interest Payment Dates thereafter until the aggregate principal amount of all outstanding Loans first exceeds Sub-Limit B), 0.25% per annum on the difference between (i) the lesser of (A) the Maximum Amount and (B) Sub-Limit B and (ii) the average aggregate principal amount of all outstanding Loans during the preceding calendar month (or partial monthly period, as applicable) or (c) on the first Interest Payment Date on which the Maximum Amount exceeds Sub-Limit B and for all Interest Payment Dates thereafter, 0.25% per annum on the difference between the Maximum Amount and the average aggregate principal amount of all outstanding Loans during the preceding calendar month (or partial monthly period, as applicable). All Commitment Unused Fees shall be payable in arrears and computed on the basis of the actual number of days elapsed in a year of 360 days. The Commitment Unused Fee due to each Revolving Credit Lender the Lenders shall commence to accrue on the date hereof of this Agreement and shall cease to accrue on the date on which the Revolving Credit Commitment Commitments of such Lender is terminatedthe Lenders shall expire or be terminated as provided herein. Anything herein The Unused Fees shall be paid, in immediately available funds, to the contrary notwithstandingAdministrative Agent for the account of each Lender. Once paid, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not no Unused Fee shall be entitled to any Commitment Fees accruing during such period (without prejudice to the rights of the Revolving Credit Lenders other than Defaulting Lenders in respect of such fees)refundable absent manifest error.

Fees. (a) The Company agrees to On the Closing Date, the Borrowers shall pay to each Revolving Credit Lender, through the Administrative Agent, on each March 31, June 30, September 30 and December 31 and on the Revolving Credit Termination Date and any other date on which the Revolving Credit Loans of such Lender shall be repaid (or on the date of termination of such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date), a commitment fee (a “Commitment Fee”) equal Facility Fee to the Commitment Fee Percentage of Initial Lenders. During the daily average amount of period from the unused Revolving Credit Commitment of such Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied), during the preceding quarter (or shorter period commencing with the date hereof or ending with the date on which Closing Date to the Revolving Credit Commitment Termination Date, the Obligors jointly and severally agree to pay to the Agent for the account of each Lender the Unused Line Fee. All Unused Line Fees are payable in arrears on each Quarterly Payment Date. Upon receipt of any such Unused Line Fee, the Agent will promptly thereafter cause to be distributed to each Lender its Pro Rata Share of such Lender Fee. The Borrowers jointly and severally shall be terminatedreimburse or pay the Agent, as the case may be, for (i) all Out-of-Pocket Expenses of the Agent and/or the Lenders, and (ii) any applicable Documentation Fee. On the Closing Date, the Borrowers shall pay to the Agent a Collateral Management Fee (for its own account) in the amount of Fifteen Thousand Dollars ($15,000) times a fraction, the numerator of which is the number of days in the period from and including the Closing Date to and including September 29, 2002, and the denominator of which is 365. On each September 30 thereafter, the Borrowers shall pay to the Agent a Collateral Management Fee (for its own account) in the amount of Fifty Thousand Dollars ($50,000). All Commitment Fees the fees under this paragraph are “Collateral Management Fees” and shall be computed on fully earned when paid and shall not be refundable or rebateable by reason of prepayment, acceleration upon an Event of Default, or any other circumstance and shall survive any termination of this Financing Agreement. Each Obligor shall pay the basis Agent’s standard charges for, and the fees and expenses of, the Agent’s personnel used by the Agent for reviewing the books and records of such Obligor and for verifying, testing, protecting, safeguarding, preserving or disposing of all or any part of the actual number Collateral, provided, however, that the foregoing shall not be payable until the occurrence of days elapsed in an Event of Default if the Borrowers are paying a year Collateral Management Fee. Each Borrower hereby authorizes the Agent to charge such Borrower’s accounts with the Agent with the amount of 360 daysall payments due hereunder as such payments become due. The Commitment Fee due to each Revolving Credit Lender shall commence to accrue on the date hereof and shall cease to accrue on the date on Each Borrower confirms that any charges which the Revolving Credit Commitment of Agent may so make to its account as herein provided will be made as an accommodation to such Lender is terminated. Anything herein to Borrower and solely at the contrary notwithstanding, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period (without prejudice to the rights of the Revolving Credit Lenders other than Defaulting Lenders in respect of such fees)Agent’s discretion.

Fees. (a) The Company agrees to shall pay to the Administrative Agent for the account of each Revolving Credit US$ Lender, through the Administrative Agent, on each March 31, June 30, September 30 and December 31 and US$-Canadian Lender or Multi-Currency Lender commitment fees in Dollars on the Revolving Credit Termination Date and any other date on which the Revolving Credit Loans of such Lender shall be repaid (or on the date of termination daily average unused amount of such Lender’s Revolving 's US$ Commitment, US$-Canadian Commitment or Multi-Currency Commitment, as the case may be, (for which purpose, (i) the aggregate amount of any Letter of Credit Liabilities under the US$ Commitments or the Multi-Currency Commitments shall be deemed to be a PRO RATA (based on the US$ Commitments or the Multi-Currency Commitments, as the case may be) use of each Lender's US$ Commitment if such Lender has no Standby Loans outstanding after such date)or Multi-Currency Commitment, a commitment fee as the case may be, and (a “Commitment Fee”ii) equal to the Commitment Fee Percentage of the daily average amount of each US$-Canadian Lender's US$-Canadian Commitment shall be determined after giving effect to the unused Revolving Credit Commitment allocation of such Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied), during Canadian Commitments and the preceding quarter (or shorter US$-Canadian Commitments pursuant to subsection 2.6 of Annex A hereto) for the period commencing with from the Effective Date to and including the earlier of the date hereof or ending with 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 on which the Revolving Credit Commitments are terminated and the Commitment of such Lender Termination Date. The Company shall be terminated). All Commitment Fees shall be computed pay to Chase on the basis Effective Date syndication, agency and additional commitment fees in the amounts heretofore mutually agreed in writing. The Company shall pay to the Administrative Agent on the Effective Date and on each anniversary thereof, so long as any of the actual number Commitments are in effect and until payment in full of days elapsed all Loans hereunder, all interest thereon and all other amounts payable hereunder, an annual agency fee in a year of 360 days. The Commitment Fee due to each Revolving Credit Lender shall commence to accrue on the date hereof and shall cease to accrue on the date on which the Revolving Credit Commitment of such Lender is terminated. Anything herein to the contrary notwithstanding, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period (without prejudice to the rights of the Revolving Credit Lenders other than Defaulting Lenders amount heretofore mutually agreed in respect of such fees)writing.

Fees. (a) The Company Borrower shall pay to the Administrative Agent for its own account fees in the amounts and at the times previously agreed upon in writing by the Borrower and the Administrative Agent. (b) The Borrower agrees to pay to the Administrative Agent for the account of each Lender an unused line fee, which shall accrue at the Applicable Margin per annum (determined daily in accordance with the Pricing Grid) on the daily amount of the unused Revolving Credit Commitment of such Lender during the Availability Period. For purposes of computing the unused line fee, the Revolving Commitment of each Lender shall be deemed used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender, through . (c) The Borrower agrees to pay (i) to the Administrative Agent, on for the account of each March 31Lender, June 30a letter of credit fee with respect to its participation in each Letter of Credit, September 30 and December 31 and which shall accrue at a rate per annum equal to the Applicable Margin for EurodollarSOFR Loans then in effect on the Revolving Credit Termination Date and any other date on which the Revolving Credit Loans of such Lender shall be repaid (or on the date of termination daily average amount of such Lender’s Revolving LC Exposure attributable to such Letter of Credit Commitment if during the period from and including the date of issuance of such Lender has no Standby Loans Letter of Credit to but excluding the date on which such Letter of Credit expires or is drawn in full (including, without limitation, any LC Exposure that remains outstanding after such date), a commitment fee the Revolving Commitment Termination Date) and (a “Commitment Fee”ii) equal to the Commitment Fee Percentage Issuing Bank for its own account a fronting fee, which shall accrue at the rate of 0.25% per annum on the daily average amount of the unused Revolving LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the Availability Period (or until the date that such Letter of Credit Commitment of such Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfiedis irrevocably cancelled, whichever is later), during as well as the preceding quarter Issuing Bank’s standard fees with respect to issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Notwithstanding the foregoing, if the Required Lenders elect upon notice to the Borrower to increase the interest rate on the Loans to the rate for Default Interest pursuant to Section 2.13(c), the rate per annum DB1/ 110470318.9 67 used to calculate the letter of credit fee pursuant to clause (or shorter period i) above shall automatically be increased by 200 basis points. (d) The Borrower shall pay on the Closing Date to the Administrative Agent and its affiliates all fees in the Fee Letter that are due and payable on the Closing Date. The Borrower shall pay on the Closing Date to Lead Arrangers all upfront fees previously agreed in writing. (e) Accrued fees under subsections (b) and (c) of this Section shall be payable quarterly in arrears on the last day of each March, June, September and December, commencing with on March 31, 2020, and on the Revolving Commitment Termination Date (and, if later, the date hereof or ending with the date on which Loans and LC Exposure shall be repaid in their entirety); provided that any such fees accruing after the Revolving Credit Commitment of such Lender Termination Date shall be terminated)payable on demand. 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 Revolving Credit Lender shall commence to accrue on the date hereof and shall cease to accrue on the date on which the Revolving Credit Commitment of such Lender is terminated. Anything herein to the contrary notwithstanding, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period (without prejudice to the rights of the Revolving Credit Lenders other than Defaulting Lenders in respect of such fees)Section 2.15.

Fees. (a) The Company Borrower agrees to pay to each Revolving Credit Lender (other than any Defaulting Lender), through the Administrative Agent, on each March 3110 Business Days after the last day of March, June 30June, September 30 and December 31 in each year, and on three Business Days after the Revolving Credit Termination Date and any other date on which the Revolving Credit Loans Facility Commitments of such Lender all the Lenders shall be repaid (or on the date of termination of such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date)terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to the Commitment Fee Percentage of on the daily average amount of the unused Revolving Credit Available Unused Commitment of such Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied), during the preceding quarter (or shorter other period commencing with the date hereof or Closing Date and ending with the date on which the Revolving Credit Commitment last of the Commitments of such Lender shall be terminated)) at the rate per annum set forth under the caption “Commitment Fee” below based upon the Leverage Ratio as of the most recent determination date; provided that until the Trigger Date, the Leverage Ratio shall be deemed to be Category 1. Leverage Ratio Commitment Fee Category 1 Equal to or greater than 4.00 to 1.00 0.50 % Category 2 Less than 4.00 to 1.00 0.375 % All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment CI Acquisition Credit Agreement Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Revolving Credit Lender shall commence begin to accrue on the date hereof Closing Date and shall cease to accrue on the date on which the Revolving Credit Commitment last of the Commitments of such Lender is terminated. Anything herein to the contrary notwithstanding, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not shall be entitled to any Commitment Fees accruing during such period (without prejudice to the rights of the Revolving Credit Lenders other than Defaulting Lenders in respect of such fees)terminated as provided herein.

Fees. (a) The Company Parent Borrower agrees to pay pay, or to cause the applicable Borrower (with respect to the Credit Facility under which it may request Borrowings) to pay, (i) to each Term Lender and U.S. $ Revolving Credit Lender, through the U.S. Administrative Agent, on each March 31the last day of March, June 30June, September 30 and December 31 in each year, and on the Revolving Credit Termination Date and any other date on which the Revolving Credit Loans Commitments of such Lender all the Lenders shall be repaid (or on the date of termination of such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date)terminated as provided herein, a commitment fee (a “"Commitment Fee”") equal to on the Commitment Fee Percentage of the average daily average unused amount of the unused Revolving Credit Commitment Commitments of such Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied), during the preceding quarter (or shorter other period commencing with the date hereof Closing Date or ending with the date on which the Revolving Credit Commitment last of the Commitments of such Lender shall be terminated). , (ii) to each C $ Revolving Credit Lender through the Canadian Administrative Agent, on the last day of March, June, September and December in each year, and on the date on which the C $ Revolving Credit Commitments of all the Lenders shall be terminated as provided herein, a facility fee (the "Canadian Facility Fee") on the C $ Revolving Credit Commitments of such Lender outstanding on each day (whether used or unused) during the preceding quarter (or other period commencing with the Closing Date or ending with the date on which the last of the C $ Revolving Credit Commitments of such Lender shall be terminated) and (iii) to each U.K. (pound) Revolving Credit Lender through the U.S. Administrative Agent, on the last day of March, June, September and December in each year, and on the date on which the U.K. (pound) Revolving Credit Commitments of all the Lenders shall be terminated as provided herein, a facility fee (the "U.K. Facility Fee" and, together with the Canadian Facility Fee, the "Facility Fees") on the U.K. (pound) Revolving Credit Commitments of such Lender outstanding on each day (whether used or unused) during the preceding quarter (or other period commencing with the Closing Date or ending with the date on which the last of the U.K. (pound) Revolving Credit Commitments of such Lender shall be terminated), in the case of each of clauses (i), (ii) and (iii) at either (A) a rate equal to 0.50% per annum or (B) for any day on or after the date of the Parent Borrower's delivery to the U.S. Administrative Agent of the Parent Borrower's consolidated financial statements for the fiscal quarter of the Parent Borrower ending September 30, 1998, at the rate per annum effective for each day in such period as set forth on Schedule A. All Commitment Fees and Facility Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 365 or 366 days, as applicable. 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 and/or Facility Fee due to each Revolving Credit Lender shall commence to accrue on the date hereof Closing Date and shall cease to accrue on the date on which the Revolving Credit Commitment last of the Commitments of such Lender is terminated. Anything herein to the contrary notwithstanding, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not shall be entitled to any Commitment Fees accruing during such period (without prejudice to the rights of the Revolving Credit Lenders other than Defaulting Lenders in respect of such fees)terminated as provided herein.

Fees. (a) The Company Borrower agrees to pay to each Revolving Credit Lender, through the Administrative AgentAgent for the account of each Lender a commitment fee, on each March 31, June 30, September 30 and December 31 and which shall accrue on the Revolving Credit Termination Date and any other date on which the Revolving Credit Loans of such Lender shall be repaid (or on the date of termination of such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date), a commitment fee (a “Commitment Fee”) equal to the Commitment Fee Percentage of the daily average unused amount of the unused Revolving Credit Commitment of such Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied), during the preceding quarter (or shorter period commencing with from and including the Effective Date to but excluding the date hereof on which such Commitment terminates at a rate of (a) .75% per annum in respect of any day when the outstanding principal amount of the Loans is less than 50% of the Commitments and (b) .50% per annum in respect of any day when the outstanding principal amount of the Loans is equal to or ending with greater than 50% of the Commitments. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Revolving Credit Commitment of Commitments terminate, commencing on the first such Lender shall be terminated)date to occur after the Effective 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 in (including the first day but excluding the last day). For purposes of computing commitment fees with respect to Revolving Commitments, a year Revolving Commitment of 360 days. The Commitment Fee due to each Revolving Credit a Lender shall commence be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender. LC Exposure, and (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of 0.25% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date hereof of termination of the Revolving Commitments and 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. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall cease be payable on the third Business Day following such last day, commencing on the first such date to accrue occur after the Effective Date; provided that all such fees shall be payable on the date on which the Revolving Credit Commitment of Commitments terminate and any such Lender is terminatedfees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Anything herein Any other fees payable to the contrary notwithstanding, during such period that Issuing Bank 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 Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not year of 360 days and shall be entitled to any Commitment Fees accruing during such period payable for the actual number of days elapsed (without prejudice to including the rights of first day but excluding the Revolving Credit Lenders other than Defaulting Lenders in respect of such feeslast day).

Fees. (i) No Renewal/Loan Fee. The Co-Borrowers shall not pay a renewal fee in connection with the amendment and restatement of the Loan Facility. (ii) Unused Commitment Fee. The Co-Borrowers shall pay to the Lender an unused commitment fee equal to (a) the product of (1) with respect to the first (1st) year of the Loan Facility only, seven basis points (0.07%) per annum and (2) with respect to the second (2nd) year of the Loan Facility and each year of the Loan Facility thereafter, ten basis points (0.10%) per annum multiplied by (b) the actual daily amount by which the Maximum Amount of the Loan Facility exceeds the outstanding principal balance of all Loans. The Company agrees to pay to unused commitment fee shall accrue at all times during the Loan Period, including at any time during which one or more of the conditions in Section 3.02 hereof is not met, and shall be due and payable in quarterly installments in arrears on the last Business Day of each Revolving Credit LenderMarch, through the Administrative Agent, on each March 31, June 30June, September 30 and December 31 December, commencing with the first such date to occur after the Closing Date, and on the Revolving Credit Termination Date last day of the Loan Period. (iii) Late Charge Fee. In the event that the entire amount of any payment, including, without limitation, interest and/or principal, required to be made by the Co-Borrowers under the Note, this Loan Agreement or any of the other Loan Documents shall not be received by the Lender when due, the Lender may charge, and any other date on which if so charged, the Revolving Credit Loans Co-Borrowers shall pay, a late charge of ($0.05) for each dollar ($1.00) of each delinquent payment for the purpose of defraying the expense incident to the handling of such Lender delinquent payment. (iv) Payment of Fees. The fees described in this Section 2.03 represent compensation for services rendered and to be rendered separate and apart from the lending of money or the provision of credit, and the obligation of the Co-Borrowers to pay each fee described herein shall be repaid (or on in addition to, and not in lieu of, the date of termination of such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date), a commitment fee (a “Commitment Fee”) equal to the Commitment Fee Percentage obligation of the daily average amount of the unused Revolving Credit Commitment of such Lender (whether or not the conditions set forth Co-Borrowers to pay interest and other fees and expenses otherwise described in Section 5.03 shall have been satisfied), during the preceding quarter (or shorter period commencing with the date hereof or ending with the date on which the Revolving Credit Commitment of such Lender shall be terminated)this Loan Agreement. All Commitment Fees shall be computed payable when due at the office of the Lender in Iselin, New Jersey in immediately available funds. All fees shall be non-refundable when paid. All fees described in this Section 2.03 which are expressed as a per annum charge shall be calculated on the basis of the actual number of days elapsed in a year of 360 days360-day year. The Commitment Fee due to each Revolving Credit Lender shall commence to accrue on the date hereof and shall cease to accrue on the date on which the Revolving Credit Commitment of such Lender is terminated. Anything herein to the contrary notwithstanding, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period (without prejudice to the rights of the Revolving Credit Lenders other than Defaulting Lenders in respect of such fees).Section 2.04

Fees. (a) The Company HoldCo Borrower agrees to pay to the Agent for the account of each Revolving Credit Lender (and in the case of any Defaulting Lender, through subject to the Administrative Agentprovisos below) a commitment fee, on each March 31, June 30, September 30 and December 31 and which shall accrue at the Applicable Commitment Fee Rate on the Revolving Credit Termination daily unused amount of the Commitment of such Lender during the period from and including the Effective Date and any other to but excluding the date on which such Commitment terminates; provided, however, that any commitment fee accrued with respect to any of the Revolving Credit Loans Commitments 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 HoldCo Borrower so long as such Lender shall be repaid (or a Defaulting Lender except to the extent that such Commitment Fee shall otherwise have been due and payable by the HoldCo Borrower prior to such time, and provided, further, that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Accrued commitment fees shall be payable in arrears on the date first Business Day following the last day of termination March, June, September and December of such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date), a commitment fee (a “Commitment Fee”) equal to the Commitment Fee Percentage of the daily average amount of the unused Revolving Credit Commitment of such Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied), during the preceding quarter (or shorter period commencing with the date hereof or ending with each year and on the date on which the Revolving Credit Commitment of Commitments terminate, commencing on the first such Lender shall be terminated)date to occur after the Effective 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 in (including the first day but excluding the last day). For purposes of computing commitment fees, a year Commitment of 360 days. The Commitment Fee due to each Revolving Credit a Lender shall commence be deemed to accrue on the date hereof and shall cease to accrue on the date on which the Revolving Credit Commitment of such Lender is terminated. Anything herein be used to the contrary notwithstanding, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period (without prejudice to the rights extent of the Revolving Credit Lenders other than Defaulting Lenders in respect of such fees)outstanding Loans.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit LenderLender a commitment fee, through which shall accrue at the Administrative AgentApplicable Commitment Fee Rate, on each March 31, June 30, September 30 and December 31 and on the Revolving Credit Termination Date and any other date on which the Revolving Credit Loans of such Lender shall be repaid (or on the date of termination of such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date), a commitment fee (a “Commitment Fee”) equal to the Commitment Fee Percentage of the daily average unused amount of the unused Revolving Credit Commitment of such Revolving Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied), during the preceding quarter (or shorter period commencing with from and including the date hereof or ending with Effective Date to but excluding the date on which the Revolving Credit Commitment Commitments terminate; provided, that (i) any commitment fee accrued with respect to any of the Revolving 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 commitment fee shall otherwise have been due and payable by the Borrower prior to such time of such Lender becoming a Defaulting Lender and (ii) no commitment fee shall accrue on any of the Revolving Commitments of a Defaulting Lender so long as such Lender shall be terminated)a Defaulting Lender. Accrued commitment fees shall be payable in arrears on the last Business Day of March, June, September and December of each year and on the date on which the last of the Revolving Commitments terminate, commencing on the first such date to occur after the Effective 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 in (including the first day but excluding the last day). For purposes of computing commitment fees, a year Revolving Commitment of 360 days. The Commitment Fee due to each a Revolving Credit Lender shall commence be deemed to accrue on be used to the date hereof and shall cease to accrue on extent of the date on which the outstanding Revolving Credit Commitment Loans of such Lender is terminated. Anything herein to and the contrary notwithstanding, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period (without prejudice to the rights portion of the Revolving Credit Lenders other than Defaulting Lenders in respect LC Exposure of such feesLender attributable to such its Revolving Commitment (and the Swingline Exposure of such Lender shall be disregarded for such purpose).

Fees. (a) The Company Borrower agrees to pay to each Revolving Credit Lender, through the Administrative Agent, on each March 31, June 30, September 30 and December 31 31, and on the Revolving Credit Termination Date and any other date on which the Revolving Credit Loans Commitment of such Lender shall be repaid (or on the date of termination of such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date)terminated as provided herein, a commitment facility fee (a “Commitment the "Facility Fee”") equal to the Commitment Facility Fee Percentage of in effect from time to time on the daily average amount of the unused Revolving Credit Commitment of such Lender (Lender, whether used or not the conditions set forth in Section 5.03 shall have been satisfied)unused, during the preceding quarter then ended (or shorter period commencing with the date hereof Effective Date or ending with the Maturity Date or any date on which the Revolving Credit Commitment of such Lender shall be terminated). All Commitment Fees The Facility Fee shall be computed on the basis of the actual number of days elapsed in a year of 360 365 or 366 days, as the case may be. The Commitment Facility Fee due to each Revolving Credit Lender shall commence to accrue on the date hereof Effective Date and shall cease to accrue on the date on which earlier of (I) the Revolving Credit Maturity Date and (II) the termination of the Commitment of such Lender is terminated. Anything herein as provided herein; provided that in the event that the Effective Date shall not have occurred on or prior to the contrary notwithstandingdate that is 45 days after the Restatement Closing Date, during the Facility Fee shall commence to accrue on such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period (without prejudice to the rights of the Revolving Credit Lenders other than Defaulting Lenders 45th day in respect of (a) any Commitment of any Lender that is not a "Lender" under the Borrower's existing credit agreement (prior to its amendment and restatement hereunder, the "Existing Credit Agreement") and (b) the portion (if any) of any commitment of any Lender that is a "Lender" under the Existing Credit Agreement that exceeds such fees)Lender's commitment under the Existing Credit Agreement immediately prior to the Restatement Closing Date.

Fees. (a) The Company Borrower shall pay to the Administrative Agent for its own account fees in the amounts and at the times previously agreed upon in writing by the Borrower and the Administrative Agent. (b) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit LenderLender a commitment fee, through which shall accrue at the Administrative Agent, on each March 31, June 30, September 30 and December 31 and Applicable Percentage per annum (determined daily in accordance with the Pricing Grid) on the Revolving Credit Termination Date and any other date on which the Revolving Credit Loans of such Lender shall be repaid (or on the date of termination of such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date), a commitment fee (a “Commitment Fee”) equal to the Commitment Fee Percentage of the daily average amount of the unused Revolving Credit Commitment of such Revolving Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied), during the preceding quarter Availability Period. For purposes of computing the commitment fee, the Revolving Commitment of each Revolving Lender shall be deemed used to the extent of the outstanding Revolving Loans and LC Exposure, but not Swingline Exposure, of such Revolving Lender. (or shorter c) The Borrower agrees to pay (i) to the Administrative Agent, for the account of each Revolving Lender, a letter of credit fee with respect to its participation in each Letter of Credit, which shall accrue at a rate per annum equal to the Applicable Margin for letter of credit fees then in effect on the average daily amount of such Revolving Lender’s LC Exposure attributable to such Letter of Credit during the period commencing with from and including the date hereof or ending with of issuance of such Letter of Credit to but excluding the date on which such Letter of Credit expires or is drawn in full (including, without limitation, any LC Exposure that remains outstanding after the Revolving Credit Commitment of Termination Date) and (ii) to each Issuing Bank for its own account a facing fee, which shall accrue at the rate separately agreed to by the Borrower and such Lender shall be terminated). All Commitment Fees shall be computed Issuing Bank on the basis average daily amount of the actual number of days elapsed in a year of 360 days. The Commitment Fee due LC Exposure (excluding any portion thereof attributable to each Revolving Credit Lender shall commence to accrue on unreimbursed LC Disbursements) during the Availability Period (or until the date hereof and shall cease that such Letter of Credit is irrevocably cancelled, whichever is later), as well as such Issuing Bank’s standard fees with respect to accrue on the date on which the Revolving issuance, amendment, renewal or extension of any Letter of Credit Commitment of such Lender is terminated. Anything herein to the contrary notwithstanding, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period (without prejudice to the rights of the Revolving Credit Lenders other than Defaulting Lenders in respect of such fees).or

Fees. (a) The Company agrees Borrowers jointly and severally agree to pay to the Agent for the account of each Revolving Credit Lender, through the Administrative AgentBank, on each March 31, June 30, September 30 and December 31 during the Commitment Period and on the Revolving Credit Termination Date and any other date on which the Revolving Credit Loans of such Lender Commitments shall be repaid permanently reduced or terminated as provided herein, commitment fees (or on the date of termination of such Lender’s Revolving Credit "Commitment if such Lender has no Standby Loans outstanding after such date), Fees") at a commitment fee (a “Commitment Fee”) rate per annum equal to the Commitment Fee Percentage of Rate in effect from time to time on the average daily average amount of the unused Revolving Credit Commitment of such Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied), Available Commitments during the preceding quarter (or shorter period commencing with the date hereof or ending with the date on which the Revolving Credit Commitment of such Lender shall 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 Revolving Credit Lender shall commence to accrue on the date hereof and shall cease to accrue on Termination Date or the date on which the Revolving Credit Commitments shall be terminated); provided, that with respect to any period during which (i) the amount of the Available Commitments is greater than or equal to (ii) the positive difference between the amount of the Commitments minus $20,000,000 (such difference determined pursuant to this clause (ii) being referred to as the "Upper Tier Commitment Level") for a period of such Lender is terminated. Anything herein 180 consecutive days or more (each, a "Reduced Usage Period"), the commitment fee on that portion of the amount of the Available Commitments up to the contrary notwithstandingamount of the Upper Tier Commitment Level shall be calculated at a rate per annum equal to one-half of the Commitment Fee Rate otherwise in effect from time to time; provided, during further, that if after any such period that a Revolving Credit Lender is a Defaulting LenderReduced Usage Period shall be terminated because additional Loans are made which cause the amount of the Available Commitments to fall below the Upper Tier Commitment Level, such Defaulting Lender will not be entitled to any the Borrowers shall pay promptly as billed by the Agent additional Commitment Fees accruing during such period (without prejudice equal to the rights one-half of the Revolving Credit Lenders other than Defaulting Lenders in respect then applicable Commitment Fee Rate multiplied by the amount of such fees).the Upper Tier Commitment Level, which additional Commitment Fees shall be payable each time a Reduced Usage Period is so

Fees. (a) The Company agrees Borrowers agree to pay to each Revolving Credit Lender, through the Administrative AgentAgent for the account of each Lender a commitment fee, on each March 31, June 30, September 30 and December 31 and which shall accrue at 0.25% per annum on the Revolving Credit Termination Date and any other date on which the Revolving Credit Loans of such Lender shall be repaid (or on the date of termination of such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date), a commitment fee (a “Commitment Fee”) equal to the Commitment Fee Percentage of the average daily average amount of the unused Revolving Credit Available Commitment of such Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied), during the preceding quarter (or shorter period commencing with from and including the Effective Date to but excluding the date hereof or ending with on which such Xxxxxx’s Commitment terminates. Accrued commitment fees shall be payable in arrears on the first Business Day of January, April, July and October of each year and on the date on which the Revolving Credit Commitment of Commitments terminate, commencing on the first such Lender date to occur after the date hereof; provided that any commitment fees accruing after the date on which the Commitments terminate shall be terminated)payable on demand. 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 in (including the first day but excluding the last day). For purposes of computing commitment fees, the Commitment of a year of 360 days. The Commitment Fee due to each Revolving Credit Lender shall commence be deemed to be used to the extent of the outstanding Loans and LC Exposure of such Lender. (b) The Borrowers agree to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Term Benchmark Revolving Loans on the date hereof average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and shall cease including the Effective Date to accrue on but excluding the later of the date on which such Xxxxxx’s Commitment terminates and the Revolving Credit Commitment of date on which such Lender is terminated. Anything herein ceases to have any LC Exposure, and (ii) to the contrary notwithstandingapplicable Issuing Bank, during for its own account, a fronting fee, which shall accrue at the rate per annum separately agreed upon by the Company and such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period (without prejudice to Issuing Bank on the rights average daily amount of the Revolving LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit Lenders other than Defaulting Lenders in respect issued by such Issuing Bank during the period from and including the Effective Date to but excluding the later of such fees).the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as 71

Fees. (a) The Company agrees to On the Closing Date, the Borrowers shall pay to each Revolving Credit Lender, through the Administrative Agent, on each March 31, June 30, September 30 and December 31 and on the Revolving Credit Termination Date and any other date on which the Revolving Credit Loans of such Lender shall be repaid (or on the date of termination of such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date), a commitment fee (a “Commitment Fee”) equal Facility Fee to the Commitment Fee Percentage of Initial Lenders. During the daily average amount of period from the unused Revolving Credit Commitment of such Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied), during the preceding quarter (or shorter period commencing with the date hereof or ending with the date on which Closing Date to the Revolving Credit Commitment Termination Date, the Obligors jointly and severally agree to pay to the Agent for the account of each Lender the Unused Line Fee. All Unused Line Fees are payable in arrears on each Quarterly Payment Date. Upon receipt of any such Unused Line Fee, the Agent will promptly thereafter cause to be distributed to each Lender its Pro Rata Share of such Lender Fee. The Borrowers jointly and severally shall be terminatedreimburse or pay the Agent, as the case may be, for (i) all Out-of-Pocket Expenses of the Agent and/or the Lenders, and (ii) any applicable Documentation Fee. On September 30, 1999 and each anniversary thereof, the Borrowers shall pay to the Agent a Collateral Management Fee (for its own account) in the amount of Thirty-Five Thousand Dollars ($35,000). All Commitment Fees the fees under this paragraph are "Collateral Management Fees" and shall be computed on fully earned when paid and shall not be refundable or rebateable by reason of prepayment, acceleration upon an Event of Default, or any other circumstance and shall survive any termination of this Financing Agreement. Each Obligor shall pay the basis Agent's standard charges for, and the fees and expenses of, the Agent's personnel used by the Agent for reviewing the books and records of such Obligor and for verifying, testing, protecting, safeguarding, preserving or disposing of all or any part of the actual number Collateral, PROVIDED, HOWEVER, that the foregoing shall not be payable until the occurrence of days elapsed in an Event of Default if the Borrowers are paying a year Collateral Management Fee. Each Borrower hereby authorizes the Agent to charge such Borrower's accounts with the Agent with the amount of 360 daysall payments due hereunder as such payments become due. The Commitment Fee due to each Revolving Credit Lender shall commence to accrue on the date hereof and shall cease to accrue on the date on Each Borrower confirms that any charges which the Revolving Credit Commitment of Agent may so make to its account as herein provided will be made as an accommodation to such Lender is terminated. Anything herein to Borrower and solely at the contrary notwithstanding, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period (without prejudice to the rights of the Revolving Credit Lenders other than Defaulting Lenders in respect of such fees)Agent's discretion.

Fees. (a) The Company Borrower agrees to pay to each Revolving Credit Lender, through the Administrative Agent, on each March 31the date hereof, June 30on the last day of March, June, September 30 and December 31 in each year and on the Revolving Credit Termination Date and any other each date on which the Revolving Credit Loans any Commitment of such Lender shall expire or be repaid (or on the date of termination of such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date)terminated as provided herein, a commitment fee (a “"Commitment Fee”") equal to the Commitment Fee Applicable Percentage of per annum in effect from time to time on the average daily average unused amount of the unused Revolving Credit Commitment Commitments of such Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied), effect during the preceding quarter (or shorter other period commencing with the date hereof of effectiveness of the Commitments of such Lender or ending with the Revolving Credit Maturity Date or the date on which the Revolving Credit Commitment 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 Commitments of each Revolving Credit Lender shall commence be deemed to have become effective on the date of acceptance by the Borrower of a commitment of such Lender in respect of the credit facilities established by this Agreement and shall cease to accrue on the date hereof on which the last of the Commitments of such Lender shall expire or be terminated as provided herein. (b) The Borrower agrees to pay (i) to each Revolving Credit Lender, through the Administrative Agent, on the last day of March, June, September and shall cease to accrue December of each year and on the date on which the Revolving Credit Commitment of such Lender is terminated. Anything shall have been terminated as provided herein and no Letters of Credit shall remain outstanding, a fee (an "L/C Participation Fee") on such Lender's Pro Rata Percentage of the average daily aggregate L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) during the contrary notwithstanding, during such preceding quarter (or shorter period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period (without prejudice to commencing with the rights of date hereof or ending with the Revolving Credit Lenders other than Defaulting Lenders Maturity Date or the date on which no Letters of Credit shall remain outstanding and the Revolving Credit Commitments shall have been 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 each Issuing Bank with respect to each Letter of Credit issued by such Issuing Bank the fronting fees separately agreed upon by the Borrower and such Issuing Bank and the standard issuance and drawing fees specified from time to time by such Issuing Bank (the "Issuing Bank Fees"). All L/C Participation Fees and Issuing Bank Fees shall be computed on the basis of the actual number of days elapsed in respect a year of such fees)360 days. (c) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the Issuing Bank entitled thereto. Once paid, none of the Fees shall be refundable. SECTION 2.06.

Fees. (a) The Company Without duplication, the Borrower agrees to pay to the Administrative Agent in Dollars, for the account of each Revolving Credit LenderLender (in each case pro rata according to the respective Revolving Credit Commitments of all such Lenders), through a commitment fee (the Administrative Agent, “Commitment Fee”) for each day from the Closing Date to the Revolving Credit Termination Date. Each Commitment Fee shall be payable (x) quarterly in arrears on the last Business Day of each March 31, June 30, September 30 fiscal quarter of the Borrower (for the quarterly period (or portion thereof) ended on such day for which no payment has been received) and December 31 and (y) on the Revolving Credit Termination Date (for the period ended on such date for which no payment has been received pursuant to clause (x) above), and any other date on which the Revolving Credit Loans of such Lender shall be repaid (or on the date of termination of computed for each day during such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date), period at a commitment fee (a “Commitment Fee”) rate per annum equal to the Commitment Fee Percentage of the daily average amount of the unused Revolving Credit Commitment of Rate in effect on such Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied), during the preceding quarter (or shorter period commencing with the date hereof or ending with the date on which the Revolving Credit Commitment of such Lender shall be terminated). All Commitment Fees shall be computed day on the basis of Available Commitment in effect on such day. (b) Without duplication, the actual number of days elapsed in a year of 360 days. The Commitment Fee due Borrower agrees to each Revolving Credit Lender shall commence to accrue on the date hereof and shall cease to accrue on the date on which the Revolving Credit Commitment of such Lender is terminated. Anything herein pay to the contrary notwithstanding, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period (without prejudice to Administrative Agent in Dollars for the rights account of the Revolving Credit Lenders other than Defaulting Lenders pro rata on the basis of their respective Letter of Credit Exposure, a fee in respect of each Letter of Credit issued on the Borrower’s or any of the other Restricted Subsidiaries’ behalf (the “Letter of Credit Fee”), for the period from the date of issuance of such feesLetter of Credit to the termination date of such Letter of Credit computed at the per annum rate for each day equal to the Applicable Margin for Adjusted LIBOR Rate Revolving Credit Loans less the Fronting Fee set forth in clause (d) below. Except as provided below, such Letter of Credit Fees shall be due and payable (x) quarterly in arrears on the last Business Day of each fiscal quarter of the Borrower and (y) on the date upon which the Total Revolving Credit Commitment terminates and the Letters of Credit Outstanding shall have been reduced to zero. (c) Without duplication, the Borrower agrees to pay to the Administrative Agent in Dollars, for its own account, administrative agent fees as have been previously agreed in writing or as may be agreed in writing from time to time. (d) Without duplication, the Borrower agrees to pay to the applicable Letter of Credit Issuer a fee in Dollars in respect of each Letter of Credit issued by it at the request of the Borrower (the “Fronting Fee”) (i) with respect to each commercial Letter of Credit, at the rate of 0.125%, computed on the amount of such Letter of Credit (in Dollars or the Dollar Equivalent thereof, as applicable)., and (ii) with respect to each standby Letter of Credit, for the period from the date of issuance of such Letter of Credit to the termination date of such Letter of Credit, computed at the rate for each day equal to 0.125% per annum on the average daily Stated Amount of such Letter of Credit (or at such other rate per annum as agreed in writing between the Borrower and the applicable Letter of Credit Issuer). Such Fronting Fees shall be due and payable (x) quarterly in arrears on the last Business Day of each fiscal quarter of the Borrower and (y) on the date upon which the Total Revolving Credit Commitment terminates and the Letters of Credit Outstanding shall have been reduced to zero. (e) Without duplication, the Borrower agree to pay directly to the Letter of Credit Issuers in Dollars upon each issuance or renewal of, drawing under, and/or amendment of, a Letter of Credit issued by it such amount as shall at the time of such issuance or renewal of, drawing under, and/or amendment be the processing charge that such Letter of Credit Issuer is customarily charging for issuances or renewals of, drawings under or amendments of, letters of credit issued by it. #89847286v15

Fees. (a) The Company agrees Borrowers agree to pay to the Administrative Agent in Dollars, for the account of each Revolving Credit LenderLender (in each case pro rata according to the respective Revolving Credit Commitments of all such Lenders), through a commitment fee (the Administrative Agent“Commitment Fee”) for each day from the Closing Date to the Revolving Credit Termination Date. Except as set forth below, each Commitment Fee shall be payable by the Parent Borrower on behalf of the Borrowers (x) quarterly in arrears on the last Business Day of each March 31March, June 30June, September 30 and December 31 (for the three-month period (or portion thereof) ended on such day for which no payment has been received) and (y) on the Revolving Credit Termination Date (for the period ended on such date for which no payment has been received pursuant to clause (x) above), and any other date on which the Revolving Credit Loans of such Lender shall be repaid (or on the date of termination of computed for each day during such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date), period at a commitment fee (a “Commitment Fee”) rate per annum equal to the Commitment Fee Percentage of Rate in effect on such day on the daily average amount of Available Commitment in effect on such day. Notwithstanding the unused Revolving Credit Commitment of foregoing, with respect to any Applicable Quarter, on any date during such Lender Applicable Quarter (whether or not the conditions set forth in Section 5.03 shall have been satisfied), during the preceding quarter (or shorter period commencing with the date hereof or ending with I) that is prior to the date on which Section 9.1 Financials are due with respect to the Revolving Credit fiscal quarter immediately preceding such Applicable Quarter and (II) on which any Commitment Fee is payable on any Available Commitment pursuant to this subclause (a) (other than pursuant to subclause (y) above) in respect of any period included in such Applicable Quarter, the amount of such Lender Commitment Fee required to be paid on such date in respect of such Available Commitment and such period (as to any Available Commitment, a “Commitment Fee Payment”) shall be terminated). All Commitment Fees shall be computed on reduced by an amount equal to the basis of the actual number of days elapsed in a year of 360 days. The Reserve Amount with respect to such Commitment Fee due for such period; provided that, if the amount of any Commitment Fee Payment on any Available Commitment shall have been reduced during any Applicable Quarter pursuant to each Revolving Credit Lender shall commence to accrue the foregoing provisions, then, on the date hereof (the “Commitment Fee Gross-Up Date”) that is the earlier of (x) the Applicable Date in respect of such Applicable Quarter and shall cease to accrue on (y) the date on which the all Revolving Credit Commitments have been terminated in full, the Parent Borrower shall pay an additional commitment fee on such Available Commitment of such Lender is terminated. Anything herein in an amount equal to the contrary notwithstanding, aggregate of the Reserve Amounts for such Available Commitment so deducted during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period (without prejudice to the rights of the Revolving Credit Lenders other than Defaulting Lenders in respect of such fees).Applicable Quarter unless:

Fees. (a) The Company Parent Borrower agrees to pay to the Administrative Agent in Dollars, for the account of each Revolving Credit LenderLender (in each case pro rata according to the respective Revolving Credit Commitments of all such Lenders), through a commitment fee (the Administrative Agent“Commitment Fee”) for each day from the Closing Date to the Revolving Credit Termination Date. Except as provided below, each Commitment Fee shall be payable (x) quarterly in arrears on the last Business Day of each March 31March, June 30June, September 30 and December 31 (for the three-month period (or portion thereof) ended on such day for which no payment has been received) and (y) on the Revolving Credit Termination Date (for the period ended on such date for which no payment has been received pursuant to clause (x) above), and any other date on which the Revolving Credit Loans of such Lender shall be repaid (or on the date of termination of computed for each day during such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date), period at a commitment fee (a “Commitment Fee”) rate per annum equal to the Commitment Fee Percentage of Rate in effect on such day on the daily average amount of Available Commitment in effect on such day. Notwithstanding the unused Revolving Credit Commitment of foregoing, with respect to any Applicable Quarter, on any date during such Lender Applicable Quarter (whether or not the conditions set forth in Section 5.03 shall have been satisfied), during the preceding quarter (or shorter period commencing with the date hereof or ending with I) that is prior to the date on which Section 9.1 Financials are due with respect to the Revolving Credit fiscal quarter immediately preceding such Applicable Quarter and (II) on which any Commitment Fee is payable on any Available Commitment pursuant to this subclause (a) (other than pursuant to subclause (y) above) in respect of any period included in such Applicable Quarter, the amount of such Lender Commitment Fee required to be paid on such date in respect of such Available Commitment and such period (as to any Available Commitment, a “Commitment Fee Payment”) shall be terminated). All Commitment Fees shall be computed on reduced by an amount equal to the basis of the actual number of days elapsed in a year of 360 days. The Reserve Amount with respect to such Commitment Fee due for such period; provided that, if the amount of any Commitment Fee Payment on any Available Commitment shall have been reduced during any Applicable Quarter pursuant to each Revolving Credit Lender shall commence to accrue the foregoing provisions, then, on the date hereof (the “Commitment Fee Gross-Up Date”) that is the earlier of (x) the Applicable Date in respect of such Applicable Quarter and shall cease to accrue on (y) the date on which the all Revolving Credit Commitments have been terminated in full, the Parent Borrower shall pay an additional commitment fee on such Available Commitment of such Lender is terminated. Anything herein in an amount equal to the contrary notwithstanding, aggregate of the Reserve Amounts for such Available Commitment so deducted during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period (without prejudice to the rights of the Revolving Credit Lenders other than Defaulting Lenders in respect of such fees).Applicable Quarter unless:

Fees. (a) The Company agrees to Borrower shall pay to each Revolving Credit Lender, through the Administrative Agent, on each March 31, June 30, September 30 and December 31 and a Standby L/C fee of 2.0% per annum on the Revolving Credit Termination Date and any other date on which the Revolving Credit Loans of such Lender shall be repaid (or on the date of termination of such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date), a commitment fee (a “Commitment Fee”) equal to the Commitment Fee Percentage of the daily average face amount of the unused Revolving Credit Commitment each Standby L/C, subject to a minimum fee of such Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied)$200.00, during the preceding quarter (or shorter period commencing with the date hereof or ending with the date on which the Revolving Credit Commitment of such Lender shall be terminated). All Commitment Fees shall be computed and calculated on the basis of the actual number of total days elapsed in a year 360-day year. This fee shall be paid quarterly in advance and is in addition to all other fees or expenses provided for the Standby L/C Application. Reduction of 360 daysLine Availability. Availability under the Line shall be reduced dollar for dollar by the face amount of all outstanding Standby L/Cs, plus any unreimbursed draws. Without limiting any rights and remedies available to the Bank under any Standby L/C Agreement, any draw under a Standby L/C may, at the Bank's option, be repaid through an automatic advance under the Line, which shall be repayable according to the terms of this Agreement. Cash Collateralization of Outstanding Standby L/Cs. Should a default occur under this Agreement, the Bank may require the Borrower to deposit with it in a non-interest bearing account, immediately available funds equal to the face amount of outstanding Standby L/Cs. The Commitment Fee due Borrower hereby grants the Bank a security interest in these funds as security for all of the Borrower's obligations to the Bank. DOCUMENTARY LETTERS OF CREDIT Issuance and Expiration. During the Line Availability Period, the Bank agrees to issue documentary letters of credit ("Documentary L/Cs") for the account of the Borrower, provided that the Borrower is in compliance with the terms of this Agreement. Each Documentary L/C must expire prior to the Line Expiration Date and must require drafts payable at sight. Prior to the issuance of a Documentary L/C, the Borrower will execute the Bank's standard Application and Agreement for Irrevocable Documentary Letters of Credit (the "Documentary L/C Agreement") and such other documents as the Bank deems necessary. Fees and Expenses. Fees and expenses related to each Revolving Credit Lender Documentary L/C will be agreed upon at issuance. Reduction of Line Availability. Availability under the Line shall commence to accrue on be reduced dollar for dollar by the date hereof face amount of all outstanding Documentary L/Cs, plus any unreimbursed draws. Without limiting any rights and shall cease to accrue on the date on which the Revolving Credit Commitment of such Lender is terminated. Anything herein remedies available to the contrary notwithstandingBank under the Documentary L/C Agreement and related documents, during such period that any draw under a Revolving Credit Lender is a Defaulting LenderDocumentary L/C may, such Defaulting Lender will not at the Bank's option, be entitled to any Commitment Fees accruing during such period (without prejudice repaid through an automatic advance under the Line, which shall be repayable according to the rights terms of the Revolving Credit Lenders other than Defaulting Lenders in respect of such fees)this Agreement.

Fees. (a) The Company Borrower agrees to pay to the Agent for the account of each Revolving Credit Lender, through the Administrative Agent, on each March 31, June 30, September 30 and December 31 and on the Revolving Credit Termination Date and any other date on which the Revolving Credit Loans of such Lender shall be repaid (or on the date of termination of such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date), a commitment fee (a “Commitment Fee”) equal to fee, which shall accrue at the Commitment Fee Percentage of Rate on the average daily average amount of the unused Revolving Credit Available Commitment of such Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied), during the preceding quarter (or shorter period commencing with from and including the date hereof or ending with Closing Date to but excluding the date on which the Revolving Credit Lenders’ Commitments terminate; provided that any commitment fee accrued with respect to the 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 Borrower so long as such Lender shall be terminated)a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided further, that no commitment fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Accrued commitment fees shall be payable in arrears on the first Business Day of each January, April, July and October and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof. All Commitment Fees commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed in a year (including the first day but excluding the last day). For purposes of 360 days. The Commitment Fee due to each Revolving Credit Lender shall commence to accrue on calculating the date hereof and shall cease to accrue on the date on which the Revolving Credit Commitment of such Lender is terminated. Anything herein to the contrary notwithstandingcommitment fees only, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period (without prejudice to the rights no portion of the Revolving Credit Lenders other than Defaulting Lenders in respect Commitments shall be deemed utilized as a result of such fees)outstanding Swingline Loans.

Fees. (a) The Company Borrower agrees to pay to each Revolving Credit Lender, through the Administrative Agent, on Agent for the account of each March 31, June 30, September 30 and December 31 and on the Revolving Credit Termination Date and any other date on which the Revolving Credit Loans of such Lender shall be repaid (or on the date of termination of such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date), a commitment fee (fee, which shall accrue at a “Commitment Fee”) rate per annum equal to the percentage set forth below opposite the Commitment Utilization Percentage with respect to each day (the “Commitment Fee Percentage Rate”) of the daily average unused amount of the unused respective Revolving Credit Commitment of such Lender (whether or not excluding with respect to the conditions set forth in Section 5.03 shall have been satisfied), Swing Loan Lender the amount of any Swing Loans) during the preceding quarter (or shorter period commencing with the date hereof or ending with from and including the date on which the Revolving Credit Commitment of such Lender Effective Time shall 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 occur to each Revolving Credit Lender shall commence to accrue on the date hereof and shall cease to accrue on but excluding the date on which such Revolving Credit Commitment terminates: Commitment Utilization Percentage Commitment Fee Rate Less than 50% 0.500% Greater than or equal to 50% 0.375% provided, however, that if the Applicable Margin for LIBOR Loans on any date would be 1.500% per annum (or 1.250% per annum after the Qualifying IPO Closing Date), as determined in accordance with the definition of “Applicable Margin”, then the Commitment Fee Rate for such day shall be 0.375% notwithstanding the amount of the Commitment Utilization Percentage; provided further that if the Commitment Fee Rate is determined by the operation of the immediately preceding proviso then upon delivery by the Borrower of the Compliance Certificate concurrently with the delivery of the annual financial statements required by Section 6.1(a), the Commitment Fee Rate shall be adjusted retroactively, as and when the Applicable Margin is so adjusted, based on the calculation of the Total Leverage Ratio pursuant to such certificate and financial statements to the extent that the Total Leverage Ratio so calculated differs from the Total Leverage Ratio calculated based on the Compliance Certificate delivered concurrently with the quarterly financial statements for the fourth fiscal quarter of the preceding fiscal year required by Section 6.1(b). In the event of a retroactive adjustment in the determination of the Commitment Fee Rate in favor of the Borrower, the amount of commitment fee thereby refundable to the Borrower shall be applied on the date of such retroactive adjustment, to prepay the commitment fee payable on the Revolving Credit Commitment Loans on a pro rata basis, thus permitting the Borrower to deduct such amount from its next commitment fee payment. If the retroactive adjustment is in favor of the Lenders, the amount of commitment fee due to the Lenders shall be paid in full to the Administrative Agent within five (5) days after written notice of such Lender adjustment is terminated. Anything herein provided to the contrary notwithstandingBorrower. Notwithstanding the foregoing, during such period that the Borrower shall include a Revolving Credit Lender is a Defaulting Lenderrequest for any downward adjustment of the Commitment Fee Rate with, such Defaulting Lender will or as part of, the Compliance Certificate concurrently with the delivery by the Borrower of the annual financial statements required by Section 6.1(a) and, in any event, the Administrative Agent and the Lenders shall not be entitled required to make any Commitment Fees accruing during such period (without prejudice to the rights downward adjustment until a request of the Revolving Credit Lenders other than Defaulting Lenders in respect Borrower shall have been received and unless such request is received within three months after the date of delivery of such fees)Compliance Certificate. Except as set forth above, the Commitment Fee Rate shall be calculated on each Quarterly Date for each day occurring during the fiscal quarter then ending.

Fees. (a) The Company agrees Borrowers agree to pay to each Revolving Credit Lender, through the Administrative Agent, on for the account of each March 31Lender, June 30a commitment fee, September 30 and December 31 and which shall accrue at the applicable Commitment Fee Rate on the Revolving Credit Termination Date and any other date on which average daily amount of the Revolving Credit Loans Available Commitment, as applicable, of such Lender shall be repaid (or on the date of termination of such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date), a commitment fee (a “Commitment Fee”) equal to the Commitment Fee Percentage of the daily average amount of the unused Revolving Credit Commitment of such Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied), during the preceding quarter (or shorter period commencing with from and including the date hereof or ending with Closing Date to but excluding the date on which the Revolving Credit Lenders’ Commitments terminate; provided that any commitment fee accrued with respect to the 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 Borrowers so long as such Lender shall be terminated)a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrowers prior to such time; provided, further, that no commitment fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Accrued commitment fees shall be payable in arrears on the last Business Day of each March, June, September and December (commencing September 28, 2007) and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof. All Commitment Fees commitment fees shall be computed on the basis of a year of 365 or 366 days and shall be payable for the actual number of days elapsed in a year (including the first day but excluding the last day). For purposes of 360 days. The Commitment Fee due to each Revolving Credit Lender shall commence to accrue on calculating the date hereof and shall cease to accrue on the date on which the Revolving Credit Commitment of such Lender is terminated. Anything herein to the contrary notwithstandingcommitment fees only, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period (without prejudice to the rights no portion of the Revolving Credit Lenders other than Defaulting Lenders in respect Commitments shall be deemed utilized as a result of such fees)outstanding Swingline Loans.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent in Dollars for the account of each Revolving Credit LenderLender a commitment fee, through which shall accrue at the Administrative Agent, on each March 31, June 30, September 30 and December 31 and rate of 0.50% per annum on the Revolving Credit Termination Date and any other date on which the Revolving Credit Loans of such Lender shall be repaid (or on the date of termination of such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date), a commitment fee (a “Commitment Fee”) equal to the Commitment Fee Percentage of the average daily average unused amount of the unused Revolving Credit Commitment of such Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied), during the preceding quarter (or shorter period commencing with from and including the date hereof or ending with Effective Date to but excluding the date on which the Revolving Credit Commitment of such Lender Commitments terminate. Accrued commitment fees shall be terminated)payable in arrears on the last Business Day of March, June, September and December of each year and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereof. All Commitment Fees commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose). (b) The Borrower agree to pay (i) to the Administrative Agent in a year Dollars for the account of 360 days. The Commitment Fee due to each Revolving Credit Lender a participation fee with respect to its participations in Letters of Credit, which shall commence accrue at the Applicable Rate used to accrue determine the interest rate applicable to Eurocurrency Revolving Loans on the date hereof daily balance of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and shall cease including the Effective Date to accrue on but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the Revolving Credit Commitment of date on which such Lender is terminated. Anything herein ceases to have any LC Exposure, (ii) to each Issuing Bank in Dollars a fronting fee, which shall accrue at 0.125% per annum or such other rate as may be separately agreed to by the contrary notwithstanding, relevant Issuing Bank and the Borrower on the average daily balance of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during such the period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled from and including the Effective Date to any Commitment Fees accruing during such period (without prejudice to but excluding the rights later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, and (iii) such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit Lenders other than Defaulting Lenders in respect or processing of such fees)drawings thereunder.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit LenderLender a commitment fee, through which shall accrue at the Administrative Agent, on each March 31, June 30, September 30 and December 31 and Applicable Rate on the average daily unused amount of the Revolving Credit Termination Commitment of such Revolving Lender during the period from and including the Closing Date and any other to but excluding the date on which the such Revolving Commitment terminates; provided that, if such Revolving Lender continues to have any Revolving Credit Loans Exposure after its Revolving Commitment terminates, then such commitment fee shall continue to accrue on the average daily unused amount of such Lender shall be repaid (or on the date of termination of such Revolving Lender’s Revolving Credit Exposure from and including the date on which its Revolving Commitment if terminates to but excluding the date on which such Revolving Lender has no Standby Loans outstanding after such date), a commitment fee (a “Commitment Fee”) equal ceases to the Commitment Fee Percentage of the daily average amount of the unused have any Revolving Credit Commitment Exposure. Accrued commitment fees shall be payable in arrears on the last day of such Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied)March, during the preceding quarter (or shorter period commencing with the date hereof or ending with June, September and December of each year and on the date on which the Revolving Credit Commitment of Commitments expire or terminate, commencing on the first such Lender date to occur after the date hereof; provided that any commitment fees accruing after the date on which the Revolving Commitments terminate shall be terminated)payable on demand. 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 in (including the first day but excluding the last day). For purposes of computing commitment fees with respect to Revolving Commitments, a year Revolving Commitment of 360 days. The Commitment Fee due to each a Revolving Credit Lender shall commence be deemed to accrue on be used to the date hereof extent of the outstanding Revolving Loans and shall cease to accrue on the date on which the Revolving Credit Commitment LC Exposure of such Lender is terminated. Anything herein to (and the contrary notwithstanding, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period (without prejudice to the rights of the Revolving Credit Lenders other than Defaulting Lenders in respect Swingline Exposure of such feesRevolving Lender shall be disregarded for such purpose).

Fees. (a) The Company Borrower agrees to pay (i) to each Revolving Credit Lender, through the Administrative AgentAgent for the account of each Lender a participation fee with respect to its participations in each Letter of Credit, on each March 31, June 30, September 30 and December 31 and which shall accrue at the rate of 0.75% per annum on the Revolving Credit Termination 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 and any other to but excluding the later of the date on which such Lender’s Commitment terminates and the Revolving Credit Loans of date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank for its own account a fronting fee, which shall be repaid accrue at the rate of 0.125% per annum on the average daily amount of that portion of the LC Exposure attributable to the Issuing Bank (or on 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 such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date), a commitment fee (a “Commitment Fee”) equal the Commitments and the date on which there ceases to be any LC Exposure attributable to the Commitment Fee Percentage Issuing Bank, as well as the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of each Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the daily average amount last day of March, June, September and December of each year shall be payable on such last day, commencing on the unused Revolving Credit Commitment of first such Lender (whether or not date to occur after the conditions set forth in Section 5.03 Effective Date; provided, that all such fees shall have been satisfied), during the preceding quarter (or shorter period commencing with the date hereof or ending with be payable on the date on which the Revolving Credit Commitment of Commitments terminate and any such Lender fees accruing after the date on which the Commitments terminate shall be terminated)payable on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All Commitment Fees 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 in a year of 360 days. The Commitment Fee due to each Revolving Credit Lender shall commence to accrue on (including the date hereof and shall cease to accrue on first day but excluding the date on which the Revolving Credit Commitment of such Lender is terminated. Anything herein to the contrary notwithstanding, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period (without prejudice to the rights of the Revolving Credit Lenders other than Defaulting Lenders in respect of such feeslast).

Fees. (a) The Company Borrower agrees to pay to each Revolving Credit Lender, through the Administrative Agent, on Agent for the account of each March 31, June 30, September 30 and December 31 and on the Revolving Credit Termination Date and any other date on which the Revolving Credit Loans of such Lender shall be repaid (or on the date of termination of such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date), a commitment fee (a “Commitment Fee”) equal to the Commitment Fee Rate in effect for each day, multiplied by the amount of such Lender’s Available Commitment; provided, that the amount of outstanding Swingline Advances shall not be considered usage of the Available Commitments for the purpose of calculating such commitment fee (i) from the date hereof, in the case of each Initial Lender, and (ii) from the effective date specified in the Assignment and Assumption pursuant to which it became a Lender, in the case of each other Lender, in each case until the Termination Date of such Lender, payable quarterly in arrears on the last day of each March, June, September and December, commencing September 30, 2016, and ending on the Termination Date of such Lender. (b) The Borrower shall pay to the Administrative Agent such fees as may from time to time be agreed between the Borrower and the Administrative Agent. (c) The Borrower shall pay to the Administrative Agent for the account of each Lender a fee (the “LC Fee”) on the daily aggregate principal amount of each such Lender’s Commitment Percentage of the daily average amount LC Outstandings for each day (i) from the date hereof, in the case of each Initial Lender, and (ii) from the unused Revolving Credit Commitment effective date specified in the Assignment and Assumption pursuant to which it became a Lender, in the case of each other Lender, in each case until the later to occur of (x) the Termination Date of such Lender Lender, and (whether or not the conditions set forth in Section 5.03 shall have been satisfied), during the preceding quarter (or shorter period commencing with the date hereof or ending with y) the date on which the Revolving no Letters of Credit Commitment of such Lender shall 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 Revolving Credit Lender shall commence to accrue on the date hereof and shall cease to accrue on the date on which the Revolving Credit Commitment of such Lender is terminated. Anything herein obligated to participate are outstanding, payable on the last day of each March, June, September and December (commencing on September 30, 2016), and on such later date, at a rate equal at all times to the contrary notwithstanding, during Applicable Margin in effect from time to time for Eurodollar RateSOFR Advances. (d) The Borrower shall pay to each LC Issuing Bank fronting and other fees for the issuance and maintenance of Letters of Credit issued by such period that a Revolving Credit Lender is a Defaulting Lender, LC Issuing Bank and for drawings thereunder as may be separately agreed between the Borrower and such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period (without prejudice to the rights of the Revolving Credit Lenders other than Defaulting Lenders in respect of such fees).LC Issuing Bank. SECTION 2.06

Fees. (a) The Company With respect to each Letter of Credit issued, Borrower agrees to pay (i) to Agent for the account of each Revolving Bank a participation fee with respect to its participations in such Letter of Credit, which shall accrue on the average daily amount of such Bank’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) under such Letter of Credit Lenderduring the period from and including the date such Letter of Credit was issued by the Issuing Bank to but excluding the date on which such Bank ceases to have any LC Exposure under such Letter of Credit, through at a rate per annum equal to the Administrative AgentApplicable Margin for Eurodollar Loans, and (ii) to the Issuing Bank a fronting fee, equal to 12.5 basis points times the maximum amount available to be drawn under such Letter of Credit, 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 participation fees shall be due and payable on each March 31Quarterly Payment Date and fronting fees shall be due and payable on each issuance, June 30amendment, September 30 and December 31 and renewal or extension of a Letter of Credit; provided that all such fees shall be payable on the Revolving Credit Termination Date and any other date on which such fees accruing after the Revolving Credit Loans of such Lender Termination Date shall be repaid (or payable on the date of termination of such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date), a commitment fee (a “Commitment Fee”) equal to the Commitment Fee Percentage of the daily average amount of the unused Revolving Credit Commitment of such Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied), during the preceding quarter (or shorter period commencing with the date hereof or ending with the date on which the Revolving Credit Commitment of such Lender shall be terminated)demand. All Commitment Fees 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 in a year (including the first day but excluding the last day). None of 360 days. The Commitment Fee due to each Revolving Credit Lender shall commence to accrue on the date hereof and shall cease to accrue on Banks (other than the date on which the Revolving Credit Commitment of such Lender is terminated. Anything herein to the contrary notwithstanding, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be Issuing Bank) are entitled to any Commitment Fees accruing during such period (without prejudice to the rights portion of the Revolving Credit Lenders other than Defaulting Lenders in respect of such fees)fronting fee.

Fees. (a) The Company agrees Borrowers agree to pay to each Revolving Credit Lender, through the Administrative Agent, on Agent for the account of each March 31, June 30, September 30 and December 31 and on the Revolving Credit Termination Date and any other date on which the Revolving Credit Loans of such Lender shall be repaid (or on the date of termination of such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date), a commitment fee (fee, which shall accrue at a “Commitment Fee”) rate equal to the Commitment Fee Percentage of Rate per annum on the average daily average amount of the unused Revolving Credit Available Commitment of such Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied), during the preceding quarter (or shorter period commencing with from and including the date hereof or ending with Closing Date to but excluding the date on which the Revolving Credit Lenders’ Commitments terminate; provided, that, any commitment fee accrued with respect to the 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 Borrower so long as such Lender shall be terminated)a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrowers prior to such time; and provided, further, that, no commitment fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Accrued commitment fees shall be payable in arrears on the first calendar day of each January, April, July and October and on the date on which the Commitments terminate, commencing with the first calendar day of October 2010. 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 in a year (including the first day but excluding the last day). For purposes of 360 days. The Commitment Fee due to each Revolving Credit Lender shall commence to accrue on calculating the date hereof and shall cease to accrue on the date on which the Revolving Credit Commitment of such Lender is terminated. Anything herein to the contrary notwithstandingcommitment fees only, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period (without prejudice to the rights no portion of the Revolving Credit Lenders other than Defaulting Lenders in respect Commitments shall be deemed utilized as a result of such fees)outstanding Swingline Loans.

Fees. (a) The Company CCSC agrees to pay a facility fee (a ------ "Facility Fee") to each Revolving Credit Lender, for which payment will be made in arrears ------------- through the Administrative AgentAgent on the last day of March, on each March 31, June 30June, September 30 and December 31 December, and on the Revolving Credit Facility Fee Termination Date and any other date on which the Revolving Credit Loans of such (as defined below). The Facility Fee due to each Lender shall be repaid (or commence to accrue on November 13, 1995 and shall cease to accrue on the date (the "Facility Fee Termination Date") that ----------------------------- is the latter of termination of such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date), a commitment fee (a “Commitment Fee”i) equal to the Commitment Fee Percentage of the daily average amount of the unused Revolving Credit Commitment of such Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied), during the preceding quarter (or shorter period commencing with the date hereof or ending with the date on which the Revolving Credit Commitment of such Lender shall be terminatedterminated as provided herein or (ii) the date after the Credit Commitment Termination Date on which the Borrowers repay in full all the Loans made by such Lender. The Facility Fee accrued to each Lender shall equal the Applicable Percentage per annum multiplied by such Lender's Facility Fee Average Daily Amount (as defined below) for the applicable quarter (or shorter period commencing on November 13, 1995 or ending with such Lender's Facility Fee Termination Date). A Lender's "Facility Fee Average Daily Amount" with respect --------------------------------- to a calculation period shall equal the average daily amount during such period calculated using the daily amount of either (i) the Lender's Credit Commitment (whether used or unused) for any applicable days during the Lender's Credit Commitment Period (for purposes of this Section 2.08(a) only, each Lender shall be deemed to have a Credit Commitment equal to its Credit Commitment on the date hereof for each day in the period from and including November 13, 1995 to, but not including, the date hereof) or (ii) the Lender's Credit Exposure for any applicable days during the period subsequent to the Credit Commitment Period and ending on the Facility Fee Termination Date. All Commitment Facility 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 Revolving Credit Lender CCSC shall commence to accrue on the date hereof and shall cease to accrue on the date on which the Revolving Credit Commitment of such Lender is terminated. Anything herein to the contrary notwithstanding, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any Commitment pay all Facility Fees accruing during such period (without prejudice to the rights of the Revolving Credit Lenders other than Defaulting Lenders in respect of such fees)French Francs.

Fees. (a) The Company Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit LenderLender a facility fee, through which shall accrue at the Administrative Agent, on each March 31, June 30, September 30 and December 31 and Applicable Rate on the daily amount of the Revolving Credit Termination Commitment of such Lender (whether used or unused) during the period from and including the Closing Date and any other to but excluding the date on which the such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Loans of Exposure after its Revolving Commitment terminates, then such Lender facility fee shall be repaid (or continue to accrue on the date of termination daily Dollar Equivalent of such Lender’s Revolving Credit Exposure from and including the date on which its Revolving Commitment if terminates to but excluding the date on which such Lender has no Standby Loans outstanding after such date)ceases to have any Revolving Credit Exposure; provided, a commitment however, that any facility fee (a “Commitment Fee”) equal accrued with respect to the Commitment Fee Percentage of the daily average amount of the unused Revolving Credit Commitment of a Defaulting Lender during the period prior to the time such Lender (whether or became a Defaulting Lender and unpaid at such time shall not be payable by the conditions set forth in Section 5.03 Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such facility fee shall otherwise have been satisfied)due and payable by the Borrower prior to such time; and provided further that no facility fee shall accrue on the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Accrued facility fees shall be payable in arrears on the last day of March, during the preceding quarter (or shorter period commencing with the date hereof or ending with June, September and December of each year and on the date on which the Revolving Credit Commitment of Commitments terminate, commencing on the first such Lender date to occur after the date hereof; provided that any facility fees accruing after the date on which the Revolving Commitments terminate shall be terminated)payable on demand. All Commitment Fees facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed in a year of 360 days. The Commitment Fee due to each Revolving Credit Lender shall commence to accrue on (including the date hereof and shall cease to accrue on first day but excluding the date on which the Revolving Credit Commitment of such Lender is terminated. Anything herein to the contrary notwithstanding, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period (without prejudice to the rights of the Revolving Credit Lenders other than Defaulting Lenders in respect of such feeslast day).

Fees. (a) The Company US Borrower agrees to pay to each Revolving Credit Lender, through the Administrative Agent, on Agent for the account of each March 31, June 30, September 30 and December 31 and on Lender a Commitment Fee (the Revolving Credit Termination Date and any other date on which the Revolving Credit Loans of such Lender shall be repaid (or on the date of termination of such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date), a commitment fee (a “Commitment Fee”) equal to ), which shall accrue at the Commitment Fee Percentage of Applicable Rate on the average daily average unused amount of the unused Term Loan Commitment, the US Revolving Credit Loan Commitment and the Global Revolving Loan Commitment of such Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied), during the preceding quarter (or shorter period commencing with from and including the Effective Date to but excluding the date hereof or ending with on which such Commitment terminates. Accrued Commitment Fees shall be payable in US Dollars in arrears (i) in the case of Commitment Fees in respect of the US Revolving Loan Commitments, on the third Business Day after the last day of March, June, September and December of each year and on the date on which the US Revolving Credit Loan Commitments terminate, commencing on the first such date to occur after the date hereof, (ii) in the case of Commitment Fees in respect of the Global Revolving Loan Commitments, on the third Business Day after the last day of March, June, September and December of each year and on the date on which the Global Revolving Loan Commitments terminate, commencing on the first such Lender shall be terminated)date to occur after the date hereof 70 and (iii) in the case of Commitment Fees in respect of the Term Loan Commitments, on the Effective Date or any earlier date on which such Commitments terminate. All Commitment Fees shall be computed on the basis of a year of 360 days and, in each case, shall be payable for the actual number of days elapsed in (including the first day but excluding the last day). For purposes of computing Commitment Fees with respect to US Revolving Loan Commitments, a year US Revolving Loan Commitment of 360 days. The Commitment Fee due to each Revolving Credit a Lender shall commence be deemed to accrue on be used to the date hereof extent of the outstanding US Revolving Loans and shall cease to accrue on the date on which the Revolving Credit Commitment LC Exposure of such Lender is terminated. Anything herein to (and the contrary notwithstanding, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period (without prejudice to the rights of the Revolving Credit Lenders other than Defaulting Lenders in respect Swingline Exposure of such feesLender shall be disregarded for such purpose).

Fees. (a) The Company Accruing at all times from the Closing Date until the Expiration Date (and without regard to whether the conditions to making Revolving Credit Loans are then met), the Borrower agrees to pay to each Revolving Credit Lender, through the Administrative Agent, on Agent for the account of each March 31, June 30, September 30 and December 31 and on the Revolving Credit Termination Date and any other date on which the Revolving Credit Loans of such Lender shall be repaid (or on the date of termination of such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date)according to its Ratable Share, a nonrefundable commitment fee (a the “Commitment Fee”) equal to the Applicable Margin for Commitment Fee Percentage of the daily average amount of the unused Revolving Credit Commitment of such Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied), during the preceding quarter (or shorter period commencing with the date hereof or ending with the date on which the Revolving Credit Commitment of such Lender shall be terminated). All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 365 or 366 days. The Commitment Fee due to each Revolving Credit Lender shall commence to accrue on , as the date hereof case may be, and shall cease to accrue on actual days elapsed) multiplied by the date on which daily difference between the amount of (i) the Revolving Credit Commitments minus (ii) the Revolving Facility Usage (provided however, that solely in connection with determining the share of each Lender in the Commitment of such Lender is terminated. Anything herein Fee, the Revolving Facility Usage with respect to the contrary notwithstandingportion of the Commitment Fee allocated to PNC shall include the full amount of the outstanding Swing Loans, and with respect to the portion of the Commitment Fee allocated by the Administrative Agent to all of the Lenders other than PNC, such portion of the Commitment Fee shall be calculated (according to each such Lender's Ratable Share) as if the Revolving Facility Usage excludes the outstanding Swing Loans); provided that no Defaulting Lender shall be entitled to receive any Commitment Fee for any period during such period which that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will (and the Borrower shall not be entitled required to pay any such 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 Commitment Fees accruing during such period shall be payable in arrears on each Payment Date. (without prejudice b) The Borrower shall pay to the rights Administrative Agent a nonrefundable fee (the “Administrative Agent’s Fee”) under the terms of a letter (the Revolving Credit Lenders other than Defaulting Lenders in respect of such fees).“Administrative Agent’s 32 135035202_4

Fees. (a) The Company agrees to Borrower shall pay to each Revolving Credit Lender, through the Administrative Agent, on each March 31, June 30, September 30 and December 31 and on the Revolving Credit Termination Date and any other date on which the Revolving Credit Loans of such Lender shall be repaid (or on the date of termination of such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date), a commitment fee (in cash a “Commitment Fee” of 4.00% (based on the Total DIP Commitments) (the “Upfront Fee”) equal ), which shall be fully earned, due, nonrefundable and payable in cash to the Commitment Fee Percentage DIP Lenders by the Borrower upon the execution of the daily average amount 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 unused Revolving Credit Upfront Xxx 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 DIP Lenders an “Undrawn Commitment Fee” of such Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied), during the preceding quarter (or shorter period commencing with the date hereof or ending with the date on which the Revolving Credit Commitment of such Lender shall be terminated). All Commitment Fees shall be computed 1.00% per annum on the basis average daily unused portion of the DIP Facility, calculated based on the actual number of days elapsed over a 360-day year, which fee shall be payable in a year of 360 days. The Commitment Fee due to each Revolving Credit Lender shall commence to accrue kind monthly in arrears and on the date hereof and 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 cease be used by the Debtors to accrue on the date on which the Revolving Credit Commitment of such Lender is terminated. Anything herein (i) provide working capital to the contrary notwithstandingBorrower and its subsidiaries and for other general corporate purposes, during such period that a Revolving Credit Lender is a Defaulting Lenderin each case, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period as provided for in the then applicable Approved Budget (without prejudice as defined below) (subject to the rights Permitted Variance (as defined below)) unless otherwise described below, (ii) pay interest, fees, costs and expenses related to the DIP Facility (including the fees, costs, disbursements and expenses of the Revolving Credit DIP Agent and the DIP Lenders and their counsel and financial advisors, consultants and other than Defaulting Lenders 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 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 Borrower in England under the Insolvency Act 1986 of the United Kingdom (including by funding into a bank account held by the administrators such feesamounts required by the administrators to undertake this role), and (vii) make any other payments permitted by the then applicable Approved Budget.

Fees. (a) The Company agrees Borrowers agree to pay to each Revolving Credit Lender, through the Administrative AgentAgent for the account of each Lender a commitment fee, on each March 31, June 30, September 30 and December 31 and which shall accrue at 0.25% per annum on the Revolving Credit Termination Date and any other date on which the Revolving Credit Loans of such Lender shall be repaid (or on the date of termination of such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date), a commitment fee (a “Commitment Fee”) equal to the Commitment Fee Percentage of the average daily average amount of the unused Revolving Credit Available Commitment of such Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied), during the preceding quarter (or shorter period commencing with from and including the Effective Date to but excluding the date hereof or ending with on which such Lender’s Commitment terminates. Accrued commitment fees shall be payable in arrears on the first Business Day of January, April, July and October of each year and on the date on which the Revolving Credit Commitment of Commitments terminate, commencing on the first such Lender date to occur after the date hereof; provided that any commitment fees accruing after the date on which the Commitments terminate shall be terminated)payable on demand. 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 in (including the first day but excluding the last day). For purposes of computing commitment fees, the Commitment of a year of 360 days. The Commitment Fee due to each Revolving Credit Lender shall commence be deemed to be used to the extent of the outstanding Loans and LC Exposure of such Lender. (b) The Borrowers agree to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans on the date hereof average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and shall cease including the Effective Date to accrue on but excluding the later of the date on which such Lender’s Commitment terminates and the Revolving Credit Commitment of date on which such Lender is terminated. Anything herein ceases to have any LC Exposure, and (ii) to the contrary notwithstandingapplicable Issuing Bank, for its own account, a fronting fee, which shall accrue at the rate per annum separately agreed upon by the Company and such Issuing Bank on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Bank during such the period that a Revolving Credit Lender is a Defaulting Lenderfrom 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, such Defaulting Lender will not be entitled to any Commitment Fees accruing during such period (without prejudice as well as the Issuing Bank’s standard fees and commissions with respect to the rights issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of the Revolving any Letter of Credit Lenders other than Defaulting Lenders in respect or processing of such fees).drawings thereunder. 66

Fees. (a) The Company agrees Borrowers agree to pay to each Revolving Credit Lender, through the Administrative Agent, on each March 31, June 30, September 30 and December 31 and on the Revolving Credit Termination Date and any other date on which the Revolving Credit Loans of such Lender shall be repaid (or on the date of termination of such Lender’s Revolving Credit Commitment if such Lender has no Standby Loans outstanding after such date), Agent a commitment fee (a “Commitment Fee”) equal to for the Commitment Fee Percentage account of each Revolving Lender, which shall accrue at the Applicable Rate on the daily average amount of the unused Revolving Credit undrawn portion of the Commitment of such Lender (whether or not the conditions set forth in Section 5.03 shall have been satisfied), during the preceding quarter (or shorter period commencing with from and including the date hereof or ending with Effective Date to but excluding the date on which the Revolving Credit Lenders’ 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 Commitment of such Lender for purposes of calculating the commitment fee. Accrued commitment fees shall be terminated)payable in arrears on the last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof. All Commitment Fees commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed in a year (including the first day but excluding the last day). (b) The Borrowers agree to pay (i) to the Administrative Agent for the account of 360 days. The Commitment Fee due to each Revolving Credit Lender a participation fee with respect to its participations in Letters of Credit, which shall commence accrue at the same Applicable Rate used to accrue determine the interest rate applicable to Eurodollar Revolving Loans or CDOR Rate Revolving Loans, as applicable, on the date hereof daily Dollar Equivalent of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and shall cease including the Effective Date to accrue on but excluding the later of the date on which such Lender’s Commitment terminates and the Revolving Credit Commitment of date on which such Lender is terminated. Anything herein ceases to the contrary notwithstandinghave any LC Exposure, during such period that a Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender will not be entitled and (ii) to any Commitment Fees accruing during such period (without prejudice to the rights of the Revolving Credit Lenders other than Defaulting Lenders in respect of such fees).47