Acquisition Draw Term Loan Commitment Fee. Until the termination or expiration of the Acquisition Draw Term Availability Period, the Domestic Borrower shall pay to the Administrative Agent for the account of each Term Lender in accordance with its Applicable Percentage of the Acquisition Draw Term Facility, a commitment fee in Dollars equal to the Applicable Rate times the actual daily amount by which the Acquisition Draw Term Facility exceeds the Outstanding Amount of Acquisition Draw Term Loans. The commitment fee shall accrue at all times during the Acquisition Draw Term Availability Period, including at any time during which one or more of the conditions in [Article IV] is not met, and shall be due and payable monthly in arrears on the last Business Day of each month during the Acquisition Draw Term Availability Period, and on the last day of the Acquisition Draw Term Availability Period. The commitment fee shall be calculated monthly in arrears, and if there is any change in the Applicable Rate during any month the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such month that such Applicable Rate was in effect.

Acquisition Draw Term Borrowing. Subject to the terms and conditions set forth herein, including, without limitation, satisfaction of each condition set forth in Section 4.02, each Term Lender severally agrees to make loans to the Domestic Borrower, in Dollars, during the Acquisition Draw Term Availability Period (the date of each such draw, an “Acquisition Draw Term Draw Date”) in an aggregate principal amount equal to such Term Lender’s Applicable Percentage of the Acquisition Draw Term Facility (individually, an “Acquisition Draw Term Loan” and collectively the “Acquisition Draw Term Loans”, and together with the Initial Term Loans, the “Term Loans”); provided that the proceeds of each Acquisition Draw Term Loan shall be used solely to finance currency swap transactions by the Borrowers and their Subsidiaries in advance of, and as a portion of, the acquisition consideration for the Lite-On Acquisition. The Acquisition Draw Term Borrowings shall consist of Acquisition Draw Term Loans made simultaneously by the Term Lenders in accordance with their respective Applicable Percentage of the Acquisition Draw Term Facility. The Acquisition Draw Term Commitment of each Acquisition Draw Term Lender shall be permanently and automatically reduced by the aggregate amount of Acquisition Draw Term Loans funded by such Acquisition Draw Term Lender. Any Acquisition Draw Term Commitments not used at the expiration of the Acquisition Draw Term Availability Period shall be automatically cancelled. There shall not be more than three (3) Acquisition Draw Term Borrowings.

The Borrower shall pay to the Administrative Agent, for the ratable account of each Tranche B Term Lender having a Tranche B Initial Term Loan Commitment or a Tranche B Delayed Draw Commitment, as the case may be, # a commitment fee (the “Tranche B Initial Term Loan Commitment Fee”) in Dollars, which shall accrue on each day of the Tranche B Initial Term Loan Ticking Fee Period at a rate per annum equal to the Ticking Fee Rate in effect for such day on the amount of the unutilized Tranche B Initial Term Loan Commitment of such Tranche B Term Lender as of such day and # a commitment fee (the “Tranche B Delayed Draw Commitment Fee”, and together with the Tranche B Initial Term Loan Commitment Fee, the “Commitment Fee”) in Dollars, which shall accrue on each day of the Tranche B Delayed Draw Ticking Fee Period at a rate per annum equal to the Ticking Fee Rate in effect for such day on the amount of the unutilized Tranche B Delayed Draw Commitment of such Tranche B Term Lender as of such day.

Acquisition Draw Term Loans. If for any reason the Lite-On Acquisition Date has not occurred on or prior to December 31, 2020, the Borrowers shall prepay the Acquisition Draw Term Loans in full on January 1, 2021. Subject to Section 2.16, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the Acquisition Draw Term Facility.

Acquisition Draw Term Loans. If for any reason the Lite-On Acquisition Date has not occurred on or prior to December 31, 2020, the Borrowers shall prepay the Acquisition Draw Term Loans in full on January 1, 2021. Subject to Section 2.16, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the Acquisition Draw Term Facility.

Acquisition Draw Term Loan Commitment Fee. Until the termination or expiration of the Acquisition Draw Term Availability Period, the Domestic Borrower shall pay to the Administrative Agent for the account of each Term Lender in accordance with its Applicable Percentage of the Acquisition Draw Term Facility, a commitment fee in Dollars equal to the Applicable Rate times the actual daily amount by which the Acquisition Draw Term Facility exceeds the Outstanding Amount of Acquisition Draw Term Loans. The commitment fee shall accrue at all times during the Acquisition Draw Term Availability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable monthly in arrears on the last Business Day of each month during the Acquisition Draw Term Availability Period, and on the last day of the Acquisition Draw Term Availability Period. The commitment fee shall be calculated monthly in arrears, and if there is any change in the Applicable Rate during any month the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such month that such Applicable Rate was in effect.

Term Loan Commitment Fee. The Borrower agrees to pay to the Administrative Agent for the account of each Lender under the Term Loan Facility in accordance with its Pro Rata Share or other applicable share provided for under this Agreement, a commitment fee equal to the Applicable Rate with respect to Term Loan commitment fees, times the average daily amount by which the aggregate Term Commitments for the Term Loan Facility exceeds the Outstanding Amount of Term Loans for the Term Loan Facility; provided that any commitment fee accrued with respect to any of the Term 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 Term Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on the Initial Term Loans shall accrue at all times from the Closing Date until the Initial Term Commitment Termination Date, including at any time during which one or more of the conditions is not met, and shall be due and payable quarterly in arrears on each Quarterly Payment Date, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date, and on the Initial Term Commitment Termination Date. The commitment fee on the Term Conversion Date Term Loans shall accrue at all times from the Closing Date until the Term Commitment Termination Date, including at any time during which one or more of the conditions is not met, and shall be due and payable quarterly in arrears on each Quarterly Payment Date, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date, and on the Term Commitment Termination Date. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Acquisition Draw Term Borrowing. Subject to the terms and conditions set forth herein, including, without limitation, satisfaction of each condition set forth in [Section 4.02], each Term Lender severally agrees to make loans to the Domestic Borrower, in Dollars, during the Acquisition Draw Term Availability Period (the date of each such draw, an “Acquisition Draw Term Draw Date”) in an aggregate principal amount equal to such Term Lender’s Applicable Percentage of the Acquisition Draw Term Facility (individually, an “Acquisition Draw Term Loan” and collectively the “Acquisition Draw Term Loans”, and together with the Initial Term Loans, the “Term Loans”); provided that the proceeds of each Acquisition Draw Term Loan shall be used solely to finance currency swap transactions by the Borrowers and their Subsidiaries in advance of, and as a portion of, the acquisition consideration for the Lite-On Acquisition. The Acquisition Draw Term Borrowings shall consist of Acquisition Draw Term Loans made simultaneously by the Term Lenders in accordance with their respective Applicable Percentage of the Acquisition Draw Term Facility. The Acquisition Draw Term Commitment of each Acquisition Draw Term Lender shall be permanently and automatically reduced by the aggregate amount of Acquisition Draw Term Loans funded by such Acquisition Draw Term Lender. Any Acquisition Draw Term Commitments not used at the expiration of the Acquisition Draw Term Availability Period shall be automatically cancelled. There shall not be more than three (3) Acquisition Draw Term Borrowings.

Unused Term Loan Commitment Fee. The Unused Term Loan Commitment Fee, when due hereunder, which shall be fully earned and non-refundable as of such date; and

The Borrowers, jointly and severally, agree to pay to the Administrative Agent, for the account of each Delayed Draw Term A Lender holding Delayed Draw Term A Commitments, a commitment fee (the “Delayed Draw Term A Loan Commitment Fee”) in Dollars which shall accrue at a per annum rate equal to 0.375% on such Delayed Draw Term A Loan Commitment on the actual daily amount of the unused Delayed Draw Term A Loan Commitment of such Delayed Draw Term A Lender. The Delayed Draw Term A Loan Commitment Fee shall be payable in arrears on the last Business Day of each calendar quarter in each year from the Amendment No. 2 Closing Date until (and including) the Delayed Draw Term A Loan Termination Date. The Delayed Draw Term A Loan Commitment Fee shall be computed on the basis of the actual number of days elapsed in a year of 360 days. The Delayed Draw Term A Loan Commitment Fee due to each Delayed Draw Term A Lender shall begin to accrue on the Amendment No. 2 Closing Date and shall cease to accrue on the Delayed Draw Term A Loan Termination Date.