Management Letters. Promptly upon receipt thereof, a copy of any management letter or written report submitted to Borrower or any of its Subsidiaries by independent certified public accountants with respect to the business, condition (financial or otherwise), operations, prospects, or Properties of Borrower or any of its Subsidiaries;

Comfort Letters. The Initial Purchasers shall have received from each of the Independent Accountants: # a customary initial comfort letter delivered according to Statement of Auditing Standards No. 72 (or any successor bulletin), dated the date hereof, in form and substance reasonably satisfactory to the Initial Purchasers and their counsel, with respect to the financial statements and certain financial information contained in the Time of Sale Document and the Final Offering Memorandum, and # a customary “bring-down” comfort letter, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchasers and their counsel, which includes, among other things, a reaffirmation of the statements made in its initial letter furnished pursuant to clause (A) with respect to such financial statements and financial information contained in the Time of Sale Document and the Final Offering Memorandum.

“Fee Letters” means, collectively, the [[Administrative Agent:Organization]] Fee Letter, the JPMCB Fee Letter, the Wells Fargo Fee Letter, the Upfront Fee Letter and the Third Amendment Fee Letter.”

“Fee Letters” means # the fee letter, dated December 29, 2020, among the ​, the ​ and BofA Securities, Inc. and # the ​ Fee Letter.

Agent Fee Letter: those certain fee letters dated as of February 17, 2017 and May 17, 2019, by and between Agent and Titan International.

*The Letter of Credit Fee Rate for documentary Letters of Credit shall equal 50% of the applicable Letter of Credit Fee Rate set forth above.

Facility Fee. For each day prior to the termination of this Agreement and the payment in full of the Total Revolving Credit Outstandings, the Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit Lender (other than Defaulting Lenders to the extent set forth in [Section 2.16(a)(iii)]) in accordance with its Applicable Revolving Credit Percentage, a facility fee (the “Facility Fee”) equal to the Applicable Rate times the actual daily amount of the Aggregate Revolving Credit Commitments (or, if the Revolving Credit Facility has terminated, on the actual daily Total Revolving Credit Outstandings), regardless of usage, subject to adjustment as provided in [Section 2.16]. The Facility Fee shall accrue at all times during the Availability Period (and thereafter so long as Total Revolving Credit Outstandings is greater than zero (0)), including at any time during which one or more of the conditions in Article IV is not met, and 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 Closing Date, and on the Maturity Date in respect of the Revolving Credit Facility (and, if applicable, thereafter on demand). The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Revolving Credit Facility Applicable Rate for Facility Fees set forth in the definition of “Applicable Rate” during any quarter, the actual daily amount shall be computed and multiplied by the applicable Revolving Credit Facility Applicable Rate for Facility Fees separately for each period during such quarter that such Revolving Credit Facility Applicable Rate for Facility Fees was in effect.

Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Applicable Revolving Percentage, a commitment fee in Dollars equal to the Applicable Rate times the actual daily amount by which the Revolving Facility exceeds the sum of # the Outstanding Amount of Revolving Loans and # the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15. For the avoidance of doubt, the Outstanding Amount of Swingline Loans shall not be counted towards or considered usage of the Revolving Facility for purposes of determining the commitment fee. The commitment fee shall accrue 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, and 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 Closing Date, and on the last day of the Availability Period for the Revolving Facility. 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.

Consulting Fee. Commencing as of the Effective Date and continuing thereafter during the term of this Agreement, the Company shall pay the Consultant a base consulting fee at the rate of Four-hundred thousand dollars ($250,000) per annum, payable Thirty-three thousand, three-hundred and thirty-three dollars ($20,833.33) per month.

Management Fee. Manager shall earn a management fee for its services as manager under this Agreement in the amount of fifteen thousand dollars ($15,000) per month (the “Management Fee”). The Management Fee shall be paid monthly to Manager in immediately available funds in the Deposit Account.