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 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 Facility” means, at any time, # during the Acquisition Draw Term Availability Period, the sum of all Acquisition Draw Term Loans outstanding at such time and the aggregate amount of the unused Acquisition Draw Term Commitment at such time and # thereafter, the aggregate principal amount of all Acquisition Draw Term Loans of all Term Lenders outstanding at such time.

“Term Lender” means # at any time during the Acquisition Draw Term Availability Period, any Lender that has an Acquisition Draw Term Commitment at such time or holds Initial Term Loans or Acquisition Draw Term Loans at such time and # thereafter, any Lender that holds Term Loans at such time.

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.

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.

“Acquisition Draw Term Facility” means, at any time, # during the Acquisition Draw Term Availability Period, the sum of all Acquisition Draw Term Loans outstanding at such time and the aggregate amount of the unused Acquisition Draw Term Commitment at such time and # thereafter, the aggregate principal amount of all Acquisition Draw Term Loans of all Term Lenders outstanding at such time.

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.

“Term Lender” means # at any time during the Acquisition Draw Term Availability Period, any Lender that has an Acquisition Draw Term Commitment at such time or holds Initial Term Loans or Acquisition Draw Term Loans at such time and # thereafter, any Lender that holds Term Loans at such time.

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.