Fee Letter. The Parent Borrower shall pay to BofA Securities and the Domestic Administrative Agent for their own respective accounts, in Dollars, fees in the amounts and at the times specified in the Fee Letter. Such fees shall be fully earned when paid and shall be non-refundable for any reason whatsoever.

Unused Fee. At all times during the Availability Period, including at any time during which one or more of the conditions in Article IV is not met, the Borrower shall pay to the Administrative Agent, for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, # prior to the Investment Grade Pricing Effective Date, an unused line fee (the “Unused Fee”) equal to the Applicable Fee Rate times the actual daily amount by which the Revolving Credit Facility exceeds the sum of # the Outstanding Amount of Revolving Credit Loans and # the Outstanding Amount of L/C Obligations, subject to adjustment as provided in [Section 2.17] and # at all times on and after the Investment Grade Pricing Effective Date, a facility fee (the “Facility Fee”) equal to the Ratings-Based Applicable Rate times the actual daily amount of the Revolving Credit Facility (or, if the Revolving Credit Facility has terminated, on the Total Revolving Credit Outstandings), regardless of usage, subject to adjustment as provided in [Section 2.17]. Accrued Unused Fees pursuant to [clause (i) above] and accrued Facility Fees pursuant to [clause (ii) above] shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Restatement Effective Date, and on the last day of the Availability Period. The Unused Fee and Facility Fee shall be calculated quarterly in arrears, and if there is any change in the IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" " DOCPROPERTY "SWDocID" US 172801506" "" US 172791558

Issuance Fee. In addition to the foregoing commission, the Borrower shall pay directly to the applicable Issuing Lender, for its own account, an issuance fee with respect to each Letter of Credit issued by such Issuing Lender as set forth in the Fee Letter executed by such Issuing Lender. Such issuance fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter commencing with the first such date to occur after the issuance of such Letter of Credit, on the Revolving Credit Maturity Date and thereafter on demand of the applicable Issuing Lender.

Anniversary Fee. A non-refundable anniversary fee of Two Hundred Thousand Dollars ($200,000) (the “Anniversary Fee”) is earned as of the Effective Date and is due and payable on the earliest to occur of # one quarter payable on each of the 1st, 2nd, 3rd and 4th anniversaries of the Effective Date (for avoidance of doubt Fifty Thousand Dollars ($50,000) of such fee shall be due on each such anniversary), # the termination of this Agreement or # the occurrence and continuance of an Event of Default and an acceleration by Bank of the Obligations under this Agreement and the other Loan Documents.

License Fee. No later than ten (10) Business Days after the Effective Date, SGI will pay to Unum a license fee of Twenty Five Million Dollars ($25,000,000), which fee will be non-refundable, non-creditable and not subject to set-off.

Ticking Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender (other than any Lender that is a Defaulting Lender in respect of any period during which such Lender is a Defaulting Lender) in accordance with its Percentage, a ticking fee (the “Ticking Fee”) in Dollars equal to 0.125% per annum on the aggregate principal amount of the undrawn aggregate Commitments outstanding from time to time (other than the Commitments of any Defaulting Lender), which fee shall accrue during the period # from December 19, 2018 and # ending on the earlier of the Closing Date and the Commitment Termination Date (such earlier date in this clause (ii), the “Ticking Fee Payment Date”). The Ticking Fee shall be due and payable on the Ticking Fee Payment Date.

No broker or finder has acted for the Buyer in connection with this Agreement or the transactions contemplated hereby, and no broker or finder is entitled to any brokerage or finder’s fee or other commissions in respect of such transactions based upon agreements, arrangements or understandings made by or on behalf of the Buyer.

Unused Fee. Accruing from the Fourth Amendment Effective Date and continuing on the last business day of each quarter thereafter until the Expiration Date, the Borrower shall pay a non-refundable unused fee to the Bank, in arrears, at the rate of one tenth of one percent (0.10%) per annum on the average daily balance of the Line of Credit which is undisbursed and uncancelled during the preceding quarter; provided, that for purposes of the foregoing the face amount of all outstanding Letters of Credit shall be treated as amounts outstanding under the Line of Credit. The unused fee shall be computed on the basis of a year of 360 days and paid on the actual number of days elapsed.

CalCap Fee. [[Organization A:Organization]] shall pay the CalCap Fee on the date of this Agreement and the first anniversary of the date of this Agreement.

Consent Fee. The Administrative Agent shall have received a consent fee, for the account of each applicable Lender (including [[Administrative Agent:Organization]]) consenting to this Amendment (each, a “Consenting Lender”), in an amount equal to 0.15% of such Consenting Lender’s Commitment as set forth on Exhibit A to this Amendment (“Exhibit A”), payable on the Amendment No. 4 Effective Date.