The Borrower agrees to pay or cause to be paid to the Successor Agent for the account of each Lender (each, a “ Consenting Lender ”) that has executed and delivered a counterpart to this Agreement to the Existing Agent pursuant to the instructions provided by the Existing Agent prior to 5:00 p.m., New York City time, on April 14, 2017 (the “ Consent Deadline ”), a consent fee in an amount equal to 1.00% of such Consenting Lender’s Term Loan Commitment and Revolving Commitment as of the Consent Deadline, payable on, and subject to the occurrence of, the Effective Date.