The Borrower shall have paid to the Administrative Agent # for the ratable benefit of the Lenders, an amendment fee equal to the product of 0.10% times $6,000,000 (which fee, once paid on the date hereof, shall be fully earned and non-refundable) and # all other costs, fees and expenses (including, without limitation, legal fees and expenses of attorneys, consultants and other advisors) due and payable pursuant to or in connection with the Existing Credit Agreement or this Amendment.

Letter of Credit Fee. Borrowers shall pay Agent (for the ratable benefit of the Revolving Lenders), a Letter of Credit fee (the “Letter of Credit Fee”) (which fee shall be in addition to the fronting fees and commissions, other fees, charges and expenses set forth in [Section 2.11(k)]) that shall accrue at a per annum rate equal to the SOFR Margin times the average amount of the Letter of Credit Usage during the immediately preceding month.

“Ratable Portion” means, with respect to any Note, an amount equal to the product of # the amount equal to the net proceeds being so applied to the prepayment of Senior Indebtedness in accordance with [Section 10.3(2)], multiplied by # a fraction the numerator of which is the

Accounts # that are not subject to a perfected first-priority security interest in favor of the Collateral Agent, for its benefit and the ratable benefit of the Secured Parties, or # with respect to which the ​ or a Subsidiary Guarantor does not have good and valid title thereto, free and clear of any Lien (other than # Liens granted to the Collateral Agent, for its benefit and the ratable benefit of the Secured Parties, pursuant to the Collateral Documents and (ii) (A) Liens permitted under Section 9.1 having priority by operation of applicable Laws over the Liens of the Collateral Agent, and # Liens under [Section 9.1(w)] securing obligations under the Term Facilities and any Permitted Refinancings thereof);

the Administrative Agent shall have received for the ratable account of the Banks a fee equal to 0.75% of the aggregate principal amount of the Loans outstanding on the Term Loan Conversion Date.

to payment of all other amounts due under any of the Loan Documents to be applied for the ratable benefit of the Agent and/or the Lenders until paid in full; and

#[[Organization A:Organization]] shall pay # to [[Organization B:Organization]], for the ratable benefit of Lenders, fees for each Letter of Credit and each Acceptance for the period from and excluding the date of issuance

“Agent’s Liens” shall mean the Liens in the Collateral granted to the Agent, for the ratable benefit of the Lenders, pursuant to the Original Loan Agreement, this Agreement and the other Loan Documents.

During the Term of this Agreement, Company shall pay for a health benefit plan for the Employee.

Employee Benefit Plans. (a) There are no “employee pension benefit plans” (within the meaning of [Section 3(2)(A)] of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) (collectively, the “Buyer Pension Plans”) maintained by the Buyer; and # the Buyer does not have any policies or plans, whether written or not, that provide for vacation benefits, severance benefits, leave rights or other benefits to its employees. There are no outstanding liabilities of the Buyer to the Buyer Pension Plans, and the Buyer knows of no potential liabilities in connection therewith. There are no actions, suits or claims, other than for benefits in the normal course, pending or to the knowledge of the Buyer threatened, and the Buyer has no knowledge of any facts which could give rise to any actions, suits or claims, against any of the Buyer Pension Plans, or against the Buyer which might subject the Buyer to any material liability.