Common use of Commitment Fees Clause in Contracts

Commitment Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Facility A Lender a Commitment Fee, at a rate per annum equal to the Applicable Commitment Fee Rate for Facility A, on the daily average of such Facility A Lender’s Unused Commitment for Facility A from the date hereof to and including the Facility A Termination Date, payable in arrears on each Quarterly Payment Date and on the Facility A Termination Date and (ii) to the Administrative Agent for the account of each Facility B Revolver Lender a Commitment Fee, at a rate per annum equal to the Applicable Commitment Fee Rate for Facility B, on the daily average of such Facility B Revolver Lender’s Unused Commitment for Facility B from the date hereof to and including the Facility B Termination Date, payable in arrears on each Quarterly Payment Date and on the Facility B Termination Date. All accrued Commitment Fees with respect to Facility A under this Section 2.07 shall be payable on the effective date of any termination of the obligations of the Facility A Lenders to make Facility A Loans hereunder, and all accrued Commitment Fees with respect to Facility B under this Section 2.07 shall be payable to each Facility B Revolver Lender on the effective date of any termination of its obligations to make Facility B Revolver Loans hereunder. The fees payable under this Section 2.07, once paid, shall not be refundable for any reason.

Commitment Fees. The Parent Borrower agrees to shall pay (i) to the Administrative Agent for the account of (v) each Facility Delayed Draw Term A Lender in accordance with its Delayed Draw Term A Commitment Percentage, a Commitment Fee, at a rate per annum commitment fee equal to the Applicable Commitment Fee Rate times the actual daily aggregate amount of Delayed Draw Term A Commitments (the “Delayed Draw Commitment Fee”), (w) each Dollar Revolving Lender in accordance with its Dollar Revolving Commitment Percentage, a commitment fee equal to the Commitment Fee Rate times the actual daily amount by which the Aggregate Dollar Revolving Committed Amount exceeds the sum of (i) the Outstanding Amount of Dollar Revolving Loans (but not, for Facility Athe avoidance of doubt, on the daily average of such Facility A Lender’s Unused Commitment for Facility A from the date hereof to and including the Facility A Termination Date, payable in arrears on each Quarterly Payment Date and on the Facility A Termination Date any Swingline Loans) and (ii) the Outstanding Amount of Dollar Facility L/C Obligations, (x) each Limited Currency Revolving Lender in accordance with its Limited Currency Revolving Commitment Percentage, a commitment fee equal to the Administrative Agent for Commitment Fee Rate times the account actual daily amount by which the Aggregate Limited Currency Revolving Committed Amount exceeds the sum of (i) the Outstanding Amount of Limited Currency Revolving Loans and (ii) the Outstanding Amount of Limited Currency Facility L/C Obligations, (y) each Facility B Revolver Multicurrency Revolving Lender in accordance with its Multicurrency Revolving Commitment Percentage, a commitment fee equal to the Commitment Fee Rate times the actual daily amount by which the Aggregate Multicurrency Revolving Committed Amount exceeds the Outstanding Amount of Multicurrency Revolving Loans other than Fronted Currency Loans (the fees in clauses (w), (x) and (y) collectively, the “Original Revolving Commitment Fees”) and (z) each 2020-1 Incremental Revolving Lender in accordance with its 2020-1 Incremental Revolving Commitment Percentage, a commitment fee equal to the 2020-1 Incremental Revolving Commitment Fee Rate times the actual daily amount by which the Aggregate 2020-1 Incremental Revolving Committed Amount exceeds the Outstanding Amount of 2020-1 Incremental Revolving Loans (the fees in clause (z), the “2020-1 Incremental Revolving Commitment Fees”; the Original Revolving Commitment Fees and 2020-1 Incremental Revolving Commitment Fees are referred to collectively as the “Revolving Commitment Fees” and, together with the Delayed Draw Commitment Fee, at a rate per annum equal to the Applicable “Commitment Fees”). The Delayed Draw Commitment Fee Rate for Facility B, on the daily average of such Facility B Revolver Lender’s Unused Commitment for Facility B shall accrue from the date hereof to and including the Facility B 61st day following the Amendment No. 6 Effective Date, and shall be due and payable quarterly in arrears (A) on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the 61st day following the Amendment No. 6 Effective Date and (B) on the Delayed Draw Term A Commitment Termination Date. The Original Revolving Commitment Fees shall accrue from and including the Amendment No. 6 Effective Date and the 2020-1 Revolving Commitment Fees shall accrue from and including the Amendment No. 7 Effective Date, and the Revolving Commitment Fees shall be due and payable quarterly in arrears on the last Business Day of each Quarterly Payment March, June, September and December, commencing with the first such date to occur after the Amendment No. 6 Effective Date (in the case of the Original Revolving Commitment Fees) and on the Facility B Termination Datefirst such date to occur after the Amendment No. All accrued 7 Effective Date (in the case of the 2020-1 Incremental Revolving Commitment Fees); provided that all outstanding Revolving Commitment Fees with respect to Facility A under this Section 2.07 shall be due and payable on the effective date of any termination of the obligations of the Facility A Lenders to make Facility A Loans hereunder, and all accrued Commitment Fees with respect to Facility B under this Section 2.07 shall be payable to each Facility B Revolver Lender on the effective date of any termination of its obligations to make Facility B Revolver Loans hereunder. The fees payable under this Section 2.07, once paid, shall not be refundable for any reasonRevolving Termination Date.

Commitment Fees. The Borrower agrees to shall pay (i) to the Administrative Agent for the account of the Revolving A Lenders a commitment fee (the “Revolving A Credit Commitment Fee”), from and including the Effective Date, in the case of each Facility Person that is a Revolving A Lender as of the Effective Date, and from and including the effective date specified in the Assignment and Assumption pursuant to which it became a Commitment FeeRevolving A Lender, at a rate per annum equal to in the Applicable Commitment Fee Rate for Facility Acase of each other Revolving A Lender, until the Termination Date in respect of the Revolving A Credit Commitment, payable in arrears, quarterly, as invoiced by the Administrative Agent on or before the due date, on the daily average last Business Day of such Facility A Lender’s Unused Commitment for Facility A from the date hereof to each April, July, October and including the Facility A Termination DateJanuary, payable in arrears on each Quarterly Payment Date commencing October 31, 2018, and on the Facility A Termination Date in respect of the Revolving A Credit Commitment, at the Applicable Percentage in respect of the Revolving Credit Commitment Fees on the actual daily Unused Revolving A Credit Commitment of such Revolving A Lender; provided, however, that outstanding Swing Line Advances shall not constitute usage of the Revolving A Credit Commitments for purposes of calculating the foregoing; and (ii) to the Administrative Agent for the account of each Facility the Revolving B Revolver Lender Lenders a commitment fee (the “Revolving B Credit Commitment Fee”), at from and including the Third Amendment Effective Date, in the case of each Person that is a rate per annum equal Revolving B Lender as of the Third Amendment Effective Date, and from and including the effective date specified in the Assignment and Assumption pursuant to which it became a Revolving B Lender, in the Applicable Commitment Fee Rate for Facility Bcase of each other Revolving B Lender, until the Termination Date in respect of the Revolving B Credit Commitment, payable in arrears, quarterly, as invoiced by the Administrative Agent on or before the due date, on the daily average last Business Day of such Facility B Revolver Lender’s Unused Commitment for Facility B from the date hereof to each April, July, October and including the Facility B Termination DateJanuary, payable in arrears on each Quarterly Payment Date commencing July 31, 2020, and on the Facility Termination Date in respect of the Revolving B Termination Date. All accrued Credit Commitment, at the Applicable Percentage in respect of the Revolving Credit Commitment Fees with respect to Facility A under this Section 2.07 shall be payable on the effective date actual daily Unused Revolving B Credit Commitment of any termination of the obligations of the Facility A Lenders to make Facility A Loans hereunder, and all accrued Commitment Fees with respect to Facility B under this Section 2.07 shall be payable to each Facility B Revolver Lender on the effective date of any termination of its obligations to make Facility B Revolver Loans hereunder. The fees payable under this Section 2.07, once paid, shall not be refundable for any reasonsuch Lender.

Commitment Fees. The Parent Borrower agrees to shall pay (i) to the Administrative Agent for the account of (x) each Facility A Dollar Revolving Lender in accordance with its Dollar Revolving Commitment Percentage, a Commitment Fee, at a rate per annum commitment fee equal to the Applicable Commitment Fee Rate times the actual daily amount by which the Aggregate Dollar Revolving Committed Amount exceeds the sum of (i) the Outstanding Amount of Dollar Revolving Loans (but not, for Facility Athe avoidance of doubt, on the daily average of such Facility A Lender’s Unused Commitment for Facility A from the date hereof to and including the Facility A Termination Date, payable in arrears on each Quarterly Payment Date and on the Facility A Termination Date any Swingline Loans) and (ii) to the Administrative Agent for the account Outstanding Amount of Dollar Facility L/C Obligations, (y) each Facility B Revolver Limited Currency Revolving Lender in accordance with its Limited Currency Revolving Commitment Percentage, a Commitment Fee, at a rate per annum commitment fee equal to the Applicable Commitment Fee Rate for times the actual daily amount by which the Aggregate Limited Currency Revolving Committed Amount exceeds the sum of (i) the Outstanding Amount of Limited Currency Revolving Loans and (ii) the Outstanding Amount of Limited Currency Facility BL/C Obligations and (z) each Multicurrency Revolving Lender in accordance with its Multicurrency Revolving Commitment Percentage, on a commitment fee equal to the Commitment Fee Rate times the actual daily average amount by which the Aggregate Multicurrency Revolving Committed Amount exceeds the Outstanding Amount of Multicurrency Revolving Loans other than Fronted Currency Loans (such Facility B Revolver Lender’s Unused fees, collectively, the “Commitment for Facility B Fees”). The Commitment Fees shall accrue from the date hereof to and including the Facility B Termination Amendment No. 3 Effective Date, and shall be due and payable quarterly in arrears on the last Business Day of each Quarterly Payment Date March, June, September and on the Facility B Termination Date. All accrued Commitment Fees with respect to Facility A under this Section 2.07 December (and shall be due and payable on the effective Amendment No. 3 Effective Date as set forth in the next sentence), commencing with the first such date of any termination of to occur after the obligations of the Facility A Lenders to make Facility A Loans hereunder, and all accrued Commitment Fees with respect to Facility B under this Section 2.07 shall be payable to each Facility B Revolver Lender on the effective date of any termination of its obligations to make Facility B Revolver Loans hereunderAmendment No. The fees payable under this Section 2.07, once paid, shall not be refundable for any reason.3

Commitment Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at the rate of 0.5% per annum on the daily unused amount of the Available Revolving Credit Commitment of such Lender during the period from and including March 16, 2007 to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Revolving Credit Commitment terminates, then such commitment fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the date on which its Revolving Credit Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Revolving Credit Commitments terminate, commencing on the last day of June 2007; provided that any commitment fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Facility A Lender a Commitment Feeparticipation fee with respect to its participations in Letters of Credit, which shall accrue at a the same Applicable Rate used to determine the interest rate per annum equal applicable to the Applicable Commitment Fee Rate for Facility A, Eurodollar Revolving Credit Loans on the average daily average amount of such Facility A Lender’s Unused Commitment for Facility A LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from the date hereof to and including the Facility A Termination DateEffective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, payable in arrears on each Quarterly Payment Date and on the Facility A Termination Date and (ii) to the Administrative Agent for applicable Issuing Bank a fronting fee, which shall accrue at the account rate of each Facility B Revolver Lender a Commitment Fee, at a rate 0.25% per annum equal to the Applicable Commitment Fee Rate for Facility B, on the average daily average amount of such Facility B Revolver Lender’s Unused Commitment for Facility B the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from the date hereof to and including the Facility B Termination DateEffective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, payable in arrears on each Quarterly Payment Date and on as well as the Facility B Termination Date. All accrued Commitment Fees applicable Issuing Bank’s standard fees with respect to Facility A under this Section 2.07 the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the effective date third Business Day following such last day, commencing on the last day of any termination of the obligations of the Facility A Lenders to make Facility A Loans hereunder, and June 2007; provided that all accrued Commitment Fees with respect to Facility B under this Section 2.07 such fees shall be payable to each Facility B Revolver Lender on the effective date of on which the Commitments terminate and any termination of its obligations to make Facility B Revolver Loans hereundersuch fees accruing after the date on which the Commitments terminate shall be payable on demand. The Any other fees payable under to any Issuing Bank pursuant to this Section 2.07paragraph shall be payable within 15 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower agrees to pay to the Administrative Agent, once paidfor its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to any Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Lenders entitled thereto. Fees paid shall not be refundable for under any reasoncircumstances.

Commitment Fees. The Borrower agrees Borrowers agree, jointly and severally, to pay the following: (i) to the Administrative Agent for the account of each Facility A Revolving Credit Lender a Commitment Feecommitment fee in Dollars, which shall accrue at a rate per annum rate equal to the Applicable Margin applicable for the “Commitment Fee Rate for Facility A, Rate” on the daily average amount equal to such Revolving Credit Lender’s Revolving Credit Commitment minus the Dollar Equivalent of the aggregate outstanding Revolving Credit Loans (excluding, for the avoidance of doubt, the principal amount of the Swingline Loans) and LC Exposure of such Facility A Lender’s Unused Commitment Revolving Credit Lender for Facility A each date during the period from the date hereof to and including the Facility A Termination Signing Date to but excluding the earlier of the date such Revolving Credit Commitment terminates and the Revolving Credit Maturity Date, payable in arrears on . Accrued commitment fees for this Section 2.11(a)(i) through and including each Quarterly Payment Date shall be payable on the second Business Day following such Quarterly Date and on the Facility A Termination Date earlier of the date the Revolving Credit Commitment terminates and the Revolving Credit Maturity Date, commencing on the first such date to occur after the Signing Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day); (ii) to the Administrative Agent for the account of each Facility B Revolver Initial Term Lender a Commitment Feecommitment fee in Dollars, which shall accrue at a rate per annum rate equal to the Applicable Margin applicable for the “Commitment Fee Rate for Facility B, Rate” on the daily average of amount equal to such Facility B Revolver Initial Term Lender’s Unused Initial Term Commitment for Facility B each date during the period from the date hereof to and including the Facility B Termination Date, payable in arrears on each Quarterly Payment Signing Date and on to but excluding the Facility B Termination Initial Funding Date. All accrued Commitment Fees with respect to Facility A under Accrued commitment fees for this Section 2.07 2.11(a)(ii) shall be payable on the effective Initial Funding Date; and (iii) to Administrative Agent for the account of each Delayed Draw Term Lender a commitment fee in Dollars, which shall accrue at a per annum rate equal to the Applicable Margin applicable for the “Commitment Fee Rate” on the daily amount equal to such Delayed Draw Term Lender’s Delayed Draw Term Commitment minus the aggregate Delayed Draw Term Loans advanced through such date of any termination of by such Delayed Draw Term Lender, for each date during the obligations of period from and including the Facility A Lenders to make Facility A Loans hereunder, and all accrued Commitment Fees with respect to Facility B under Signing Date through the Conversion Date. Accrued commitment fees for this Section 2.07 2.11(a)(iii) through and including each Quarterly Date shall be payable to each Facility B Revolver Lender on the effective second Business Day following such Quarterly Date and on the Conversion Date applicable to such Delayed Draw Term Commitments, commencing on the first such date to occur after the Signing Date. All commitment fees shall be computed on the basis of any termination a year of its obligations to make Facility B Revolver Loans hereunder. The fees 360 days and shall be payable under this Section 2.07, once paid, shall not be refundable for any reasonthe actual number of days elapsed (including the first day but excluding the last day).

Commitment Fees. The Accruing from the date hereof until the Expiration Date, the Borrower agrees to pay (i) to the Administrative Agent in Dollars for the account of each Facility A Lender Lender, as consideration for such Lender’s Revolving Credit Commitment hereunder according to its Ratable Share, a nonrefundable commitment fee (the "Commitment Fee, at a rate per annum ") equal to the Applicable Commitment Fee Rate for Facility A, (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) multiplied by the average daily average difference between the amount of (i) the Revolving Credit Commitments and (ii) the Revolving Facility Usage (provided however, that solely in connection with determining the share of each Lender in the Commitment Fee, the Revolving Facility Usage with respect to the portion of the Commitment Fee allocated to PNC shall include the full amount of the outstanding Swing Loans, and with respect to the portion of the Commitment Fee allocated by the Administrative Agent to all of the Lenders other than PNC, such portion of the Commitment Fee shall be calculated (according to each such Lender's Ratable Share) as if the Revolving Facility A Usage excludes the outstanding Swing Loans); provided, further, that any Commitment Fee accrued with respect to the Revolving Credit Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such Commitment Fee shall otherwise have been due and payable by the Borrower prior to such time; and provided further that no Commitment Fee shall accrue with respect to the Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender’s Unused . Subject to the proviso in the directly preceding sentence, all Commitment for Facility A from the date hereof to and including the Facility A Termination Date, Fees shall be payable in arrears on each Quarterly Payment Date and on the Facility A Termination Date and (ii) to the Administrative Agent for the account of each Facility B Revolver Lender a Commitment Fee, at a rate per annum equal to the Applicable Commitment Fee Rate for Facility B, on the daily average of such Facility B Revolver Lender’s Unused Commitment for Facility B from the date hereof to and including the Facility B Termination Date, payable in arrears on each Quarterly Payment Date and on the Facility B Termination Date. All accrued Commitment Fees with respect to Facility A under this Section 2.07 shall be payable on the effective date of any termination of the obligations of the Facility A Lenders to make Facility A Loans hereunder, and all accrued Commitment Fees with respect to Facility B under this Section 2.07 shall be payable to each Facility B Revolver Lender on the effective date of any termination of its obligations to make Facility B Revolver Loans hereunder. The fees payable under this Section 2.07, once paid, shall not be refundable for any reason.

Commitment Fees. The Borrower agrees to pay (i) The Borrower shall pay to the Administrative Agent for the ratable account of each Bank with a Revolving Commitment, on the last Business Day of each March, June, September and December and on the earlier of the Maturity Date and the date on which the Aggregate Revolving Commitment shall have been terminated in full, an aggregate commitment fee (the "Revolving Commitment Fee") on the daily average amount of the Aggregate Available Revolving Commitment equal to 0.500% per annum for any period that the Consolidated Total Leverage Ratio as of the most recent Leverage Ratio Determination Date for such period is greater than or equal to 5.50 to 1.00 and 0.375% per annum for any period that the Consolidated Total Leverage Ratio as of the most recent Leverage Ratio Determination Date for such period is less than 5.50 to 1.00. The Revolving Commitment Fee shall begin to accrue on and after the Effective Date and shall cease to accrue on the earlier of the Maturity Date and the date on which the Aggregate Revolving Commitments shall have been terminated in full. (ii) The Borrower shall pay to the Administrative Agent for the account of each Facility A Lender Bank with an Incremental Revolving Commitment, on the last Business Day of each March, June, September and December and on the earlier of the Maturity Date and the date on which each Incremental Revolving Commitment of a Commitment FeeBank shall have been terminated in full, at a rate per annum equal to the Applicable Incremental Commitment Fee Rate for Facility A, each Incremental Revolving Commitment of such Bank on the daily average amount of each of such Facility A Lender’s Unused Bank's aggregate unutilized Incremental Revolving Commitments. Each Incremental Commitment for Facility A from Fee shall begin to accrue on and after the date hereof when the related Incremental Revolving Commitment shall have become effective hereunder and shall cease to and including accrue on the Facility A Termination Date, payable in arrears on each Quarterly Payment earlier of the Maturity Date and on the Facility A Termination Date and (ii) to the Administrative Agent for the account of each Facility B Revolver Lender a Commitment Fee, at a rate per annum equal to the Applicable Commitment Fee Rate for Facility B, on the daily average of such Facility B Revolver Lender’s Unused Commitment for Facility B from the date hereof to and including the Facility B Termination Date, payable on which such Incremental Revolving Commitment shall have been terminated in arrears on each Quarterly Payment Date and on the Facility B Termination Date. All accrued Commitment Fees with respect to Facility A under this Section 2.07 shall be payable on the effective date of any termination of the obligations of the Facility A Lenders to make Facility A Loans hereunder, and all accrued Commitment Fees with respect to Facility B under this Section 2.07 shall be payable to each Facility B Revolver Lender on the effective date of any termination of its obligations to make Facility B Revolver Loans hereunder. The fees payable under this Section 2.07, once paid, shall not be refundable for any reasonfull.

Commitment Fees. The Accruing from the date hereof until the Expiration Date, the Borrower agrees to pay (i) to the Administrative Agent for the account of each Facility A Lender according to its Ratable Share, a nonrefundable commitment fee (the “Commitment Fee, at a rate per annum ”) equal to the Applicable Commitment Fee Rate for Facility A, (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) multiplied by the average daily average difference between the amount of (i) the Revolving Credit Commitments and (ii) the Revolving Facility Usage (provided however, that solely in connection with determining the share of each Lender in the Commitment Fee, the Revolving Facility Usage with respect to the portion of the Commitment Fee allocated to PNC shall include the full amount of the outstanding Swing Loans, and with respect to the portion of the Commitment Fee allocated by the Administrative Agent to all of the Lenders other than PNC, such Facility A portion of the Commitment Fee shall be calculated (according to each such Lender’s Unused Ratable Share) as if the Revolving Facility Usage excludes the outstanding Swing Loans); provided, further that any Commitment for Facility A from Fee accrued with respect to the date hereof Revolving Credit Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and including unpaid at such time shall not be payable by the Facility A Termination DateBorrower so long as such Lender shall be a Defaulting Lender except to the extent that such Commitment Fee shall otherwise have been due and payable by the Borrower prior to such time; and provided further that no Commitment Fee shall accrue with respect to the Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Subject to the proviso in the directly preceding sentence, all Commitment Fees shall be payable in arrears on each Quarterly Payment Date and on the Facility A Termination Date and (ii) to the Administrative Agent for the account of each Facility B Revolver Lender a Commitment Fee, at a rate per annum equal to the Applicable Commitment Fee Rate for Facility B, on the daily average of such Facility B Revolver Lender’s Unused Commitment for Facility B from the date hereof to and including the Facility B Termination Date, payable in arrears on each Quarterly Payment Date and on the Facility B Termination Date. All accrued Commitment Fees with respect to Facility A under this Section 2.07 shall be payable on the effective date of any termination of the obligations of the Facility A Lenders to make Facility A Loans hereunder, and all accrued Commitment Fees with respect to Facility B under this Section 2.07 shall be payable to each Facility B Revolver Lender on the effective date of any termination of its obligations to make Facility B Revolver Loans hereunder. The fees payable under this Section 2.07, once paid, shall not be refundable for any reason.

Commitment Fees. The Borrower agrees to pay (i) The Borrower shall pay to the Administrative Agent Agent, for the account of each Facility A Lender in accordance with its Applicable Percentage, with respect to each Lender’s Revolving Commitment, a commitment fee (the “Revolving Commitment Fee, at a rate per annum ”) equal to the product of (x) the Applicable Rate times (y) the actual daily amount by which the Aggregate Revolving Commitments exceed the sum of (A) the Outstanding Amount of Revolving Loans and (B) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15. The Revolving Commitment Fee Rate for Facility Ashall accrue at all times during the Availability Period, on including at any time during which one or more of the daily average of such Facility A Lender’s Unused Commitment for Facility A from the date hereof to conditions in Article V is not met, and including the Facility A Termination Date, shall be due and payable quarterly in arrears on the last Business Day of each Quarterly Payment Date March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Facility A Termination Date Maturity Date; provided, that (1) no Revolving Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2) any Revolving Commitment Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Revolving 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. For purposes of clarification, Swing Line Loans shall not be considered outstanding for purposes of determining the unused portion of the Aggregate Revolving Commitments. (ii) The Borrower shall pay to the Administrative Agent Agent, for the account of each Facility B Revolver Lender in accordance with its Applicable Percentage, with respect to each Lender’s Delayed Draw Commitment, a commitment fee (the “Delayed Draw Commitment Fee, at a rate per annum ”) equal to the product of (x) the Applicable Rate times (y) the actual daily amount of the aggregate Delayed Draw Term Commitments. The Delayed Draw Commitment Fee Rate for Facility Bshall accrue at all times during the Availability Period, on including at any time during which one or more of the daily average of such Facility B Revolver Lender’s Unused Commitment for Facility B from the date hereof to conditions in Article V is not met, and including the Facility B Termination Date, shall be due and payable quarterly in arrears on the last Business Day of each Quarterly Payment Date March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Facility B Termination Maturity Date. All ; provided, that (1) no Delayed Draw Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2) any Delayed Draw Commitment Fee accrued Commitment Fees with respect to Facility A under this Section 2.07 shall be payable on the effective date Commitment of any termination of a Defaulting Lender during the obligations of period prior to the Facility A Lenders to make Facility A Loans hereunder, time such Lender became a Defaulting Lender and all accrued Commitment Fees with respect to Facility B under this Section 2.07 shall be payable to each Facility B Revolver Lender on the effective date of any termination of its obligations to make Facility B Revolver Loans hereunder. The fees payable under this Section 2.07, once paid, unpaid at such time shall not be refundable payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Delayed Draw Commitment Fees 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 any reasoneach period during such quarter that such Applicable Rate was in effect. For purposes of clarification, Swing Line Loans shall not be considered outstanding for purposes of determining the unused portion of the Aggregate Revolving Commitments.

Commitment Fees. (A) The Parent Borrower agrees to pay (ior to cause a Foreign Subsidiary Borrower to pay) to the Administrative Agent Foreign Trade Facility Agent, for the account of each Facility A Lender with a Participation FCI Commitment, a commitment fee (the “Participation FCI Commitment Fee, ”) which shall accrue at a rate per annum equal to the Applicable Commitment Fee Rate for Facility A, on the average daily average unused amount of each Participation FCI Commitment of such Facility A Lender’s Unused Commitment for Facility A Lender during the period from the date hereof to and including the Facility A Termination Date, payable Funding Date to but excluding the date on which the Participation FCI Commitments terminate. Accrued Participation FCI Commitment Fees shall be paid quarterly in arrears on the last Business Day of March, June, September and December of each Quarterly Payment Date year and on the Facility A Termination Date date on which the Participation FCI Commitments terminate, commencing on the first such date to occur after the Funding Date. Participation FCI Commitment Fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and shall be payable for the actual number of days elapsed (iiincluding the first day but excluding the last day). (B) The Parent Borrower agrees to pay (or to cause a Foreign Subsidiary Borrower to pay) to each Bilateral FCI Issuing Lender, a commitment fee (the Administrative Agent for the account of each Facility B Revolver Lender a “Bilateral FCI Commitment Fee, ”) which shall accrue at a rate per annum equal to the Applicable Commitment Fee Rate for Facility B, (or such other rate as may be agreed in writing from time to time between the Parent Borrower and the applicable Bilateral FCI Issuing Lender) on the average daily average unused amount of the Bilateral FCI Issuing Commitment of such Facility B Revolver Lender’s Unused Commitment for Facility B Bilateral FCI Issuing Lender during the period from the date hereof to and including the Facility B Termination Date, payable Funding Date to but excluding the date on which such Bilateral FCI Issuing Commitment terminates. Accrued Bilateral FCI Commitment Fees shall be paid quarterly in arrears on the last Business Day of March, June, September and December of each Quarterly Payment Date year and on the Facility B Termination date on which the Bilateral FCI Issuing Commitments terminate, commencing on the first such date to occur after the Funding Date. All accrued Bilateral FCI Commitment Fees with respect to Facility A under this Section 2.07 shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and shall be payable on for the effective date actual number of any termination of days elapsed (including the obligations of first day but excluding the Facility A Lenders to make Facility A Loans hereunder, and all accrued Commitment Fees with respect to Facility B under this Section 2.07 shall be payable to each Facility B Revolver Lender on the effective date of any termination of its obligations to make Facility B Revolver Loans hereunder. The fees payable under this Section 2.07, once paid, shall not be refundable for any reasonlast day).

Commitment Fees. The Accruing from the date hereof until the Expiration Date or the Term Loan Draw Expiration Date, as applicable, the Borrower agrees to pay (i) to the Administrative Agent in Dollars for the account of each Facility A Lender according to its Ratable Share, a nonrefundable commitment fee (the “Commitment Fee”) equal to: (i) in the case of Revolving Credit Commitments, at a rate per annum equal to the Applicable Commitment Fee Rate for Facility A, (computed on the basis of a year of 360 days and actual days elapsed) times the average daily average difference between the amount of such (A) the Revolving Credit Commitments (for purposes of this computation, PNC Bank’s Swing Loans shall be deemed to be borrowed amounts under its Revolving Credit Commitment, but only to the extent any Swing Loans are then outstanding) and (B) the Revolving Facility A Lender’s Unused Commitment Usage; and (ii) in the case of Term Loan Commitments, 0.25% per annum (computed on the basis of a year of 360 days and actual days elapsed) times the Term Loan Commitments for Facility A from each day after the Closing Date until the earlier of (A) the date hereof upon which the Term Loans are made or (B) the Term Loan Draw Expiration Date; provided, however, that any Commitment Fee accrued with respect to the Revolving Credit Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and including unpaid at such time shall not be payable by the Facility A Termination DateBorrower so long as such Lender shall be a Defaulting Lender except to the extent that such Commitment Fee shall otherwise have been due and payable by the Borrower prior to such time; and provided further that no Commitment Fee shall accrue with respect to the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Subject to the proviso in the directly preceding sentence, all Commitment Fees shall be payable in arrears on each Quarterly Payment Date and on the Facility A Termination Date and (ii) to the Administrative Agent for the account of each Facility B Revolver Lender a Commitment Fee, at a rate per annum equal to the Applicable Commitment Fee Rate for Facility B, on the daily average of such Facility B Revolver Lender’s Unused Commitment for Facility B from the date hereof to and including the Facility B Termination Date, payable in arrears on each Quarterly Payment Date and on the Facility B Termination Date. All accrued Commitment Fees with respect to Facility A under this Section 2.07 shall be payable on the effective date of any termination of the obligations of the Facility A Lenders to make Facility A Loans hereunder, and all accrued Commitment Fees with respect to Facility B under this Section 2.07 shall be payable to each Facility B Revolver Lender on the effective date of any termination of its obligations to make Facility B Revolver Loans hereunder. The fees payable under this Section 2.07, once paid, shall not be refundable for any reason.

Commitment Fees. The Borrower agrees to pay (i) The Borrower shall pay to the Administrative Agent for the ratable account of each Bank with a Revolving Commitment, on the last Business Day of each March, June, September and December and on the earlier of the Maturity Date and the date on which the Aggregate Revolving Commitment shall have been terminated in full, an aggregate commitment fee (the “Revolving Commitment Fee”) on the daily average amount of the Aggregate Available Revolving Commitment equal to 0.500% per annum for any period that the Consolidated Total Leverage Ratio as of the most recent Leverage Ratio Determination Date for such period is greater than or equal to 5.50 to 1.00 and 0.375% per annum for any period that the Consolidated Total Leverage Ratio as of the most recent Leverage Ratio Determination Date for such period is less than 5.50 to 1.00. The Revolving Commitment Fee shall begin to accrue on and after the Effective Date and shall cease to accrue on the earlier of the Maturity Date and the date on which the Aggregate Revolving Commitments shall have been terminated in full. (ii) The Borrower shall pay to the Administrative Agent for the account of each Facility A Lender Bank with an Incremental Revolving Commitment, on the last Business Day of each March, June, September and December and on the earlier of the Maturity Date and the date on which each Incremental Revolving Commitment of a Commitment FeeBank shall have been terminated in full, at a rate per annum equal to the Applicable Incremental Commitment Fee Rate for Facility A, each Incremental Revolving Commitment of such Bank on the daily average amount of each of such Facility A LenderBank’s Unused aggregate unutilized Incremental Revolving Commitments. Each Incremental Commitment for Facility A from Fee shall begin to accrue on and after the date hereof when the related Incremental Revolving Commitment shall have become effective hereunder and shall cease to and including accrue on the Facility A Termination Date, payable in arrears on each Quarterly Payment earlier of the Maturity Date and on the Facility A Termination Date and (ii) to the Administrative Agent for the account of each Facility B Revolver Lender a Commitment Fee, at a rate per annum equal to the Applicable Commitment Fee Rate for Facility B, on the daily average of such Facility B Revolver Lender’s Unused Commitment for Facility B from the date hereof to and including the Facility B Termination Date, payable on which such Incremental Revolving Commitment shall have been terminated in arrears on each Quarterly Payment Date and on the Facility B Termination Date. All accrued Commitment Fees with respect to Facility A under this Section 2.07 shall be payable on the effective date of any termination of the obligations of the Facility A Lenders to make Facility A Loans hereunder, and all accrued Commitment Fees with respect to Facility B under this Section 2.07 shall be payable to each Facility B Revolver Lender on the effective date of any termination of its obligations to make Facility B Revolver Loans hereunder. The fees payable under this Section 2.07, once paid, shall not be refundable for any reasonfull.

Commitment Fees. The Borrower agrees to Xxxx shall pay (i) to the Administrative Agent a commitment fee in Dollars (i) for the account of each Facility A Lender a Commitment Feethe Revolving Credit Lenders, at a rate per annum equal to the Applicable Commitment Fee Rate for Facility A, on the daily average of such Facility A Lender’s Unused Commitment for Facility A from the date hereof in the case of each Revolving Credit Lender party to this Agreement on the Closing Date, from the Amendment No. 1 Effective Date in the case of each other Revolving Credit Lender party to this Agreement on the Amendment No. 1 Effective Date, from the Amendment No. 3 Effective Date in the case of each other Revolving Credit Lender party to this Agreement on the Amendment No. 3 Effective Date, and including from the effective date specified in the Assignment and Acceptance pursuant to which it became a Revolving Credit Lender in the case of each other such Revolving Credit Lender until the Revolving Credit Facility A Termination Date, payable in quarterly in arrears on the first Business Day following each Quarterly Payment Date Fiscal Quarter and on the Revolving Credit Facility A Termination Date Date, at the rate per annum on the average daily unused portion of the Unused Revolving Credit Commitment of such Lender, equal to the percentage set forth in the definition of “Applicable Margin” for commitment fees for the relevant Total Net Leverage Ratio on such date, and (ii) to the Administrative Agent for the account of the Term Lenders, from the Amendment No. 1 Effective Date in the case of each Facility B Revolver Term Lender party to this Agreement on the Amendment No. 1 Effective Date, and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Commitment Fee, at Term Lender in the case of each other such Term Lender which becomes a rate per annum equal Term Lender prior to the Applicable Term Facility Commitment Fee Rate for Termination Date, until the Term Facility B, on the daily average of such Facility B Revolver Lender’s Unused Commitment for Facility B from the date hereof to and including the Facility B Termination Date, payable in quarterly in arrears on the first Business Day following each Quarterly Payment Date Fiscal Quarter and on the Term Facility B Commitment Termination Date. All accrued , at the rate per annum on the average daily unused portion of the Unused Term Commitment Fees with respect of such Lender, equal to Facility A under this Section 2.07 the percentage set forth in the definition of “Applicable Margin” for commitment fees for the relevant Total Net Leverage Ratio on such date; provided, however, that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be payable on the effective date of any termination of the obligations of the Facility A Lenders to make Facility A Loans hereunder, and all accrued Commitment Fees with respect to Facility B under this Section 2.07 shall be payable to each Facility B Revolver Lender on the effective date of any termination of its obligations to make Facility B Revolver Loans hereunder. The fees payable under this Section 2.07, once paid, shall not be refundable for any reasona Defaulting Lender.

Commitment Fees. The Borrower agrees to (a) Bidco will pay (i) or procure the payment by the Borrowers to the Administrative Facility Agent for the account of each Lenders of a commitment fee on the Revolving Facility A Lender a Commitment Fee, and the Bonding Facility which will: (i) be computed at a the rate which is the lower of (A) 0.75% per annum equal to and (B) 50% of the Applicable Commitment Fee Rate for Facility Aapplicable Margin, on the daily average daily, undrawn, uncancelled amount of such Facility A Lender’s Unused Commitment for Facility A the total Revolving Commitments or the total Bonding Commitments (as the case may be) from the date hereof to and including Completion Date until the last day of the Availability Period in respect of the Revolving Facility A Termination Date, or the Bonding Facility (as the case may be); and (ii) be payable quarterly in arrears on each Quarterly Payment Date and on the Revolving Facility A Termination Maturity Date or the Bonding Facility Maturity Date (as the case may be) and the cancelled amount of the relevant Lender’s Revolving Commitment or Bonding Commitment (iias the case may be) at the time cancellation is effective. (b) Bidco will pay or procure the payment by the Borrowers to the Administrative Facility Agent for the account of each Facility the Lenders of a commitment fee on the Term Facilities which will: (i) be computed as follows: (A) subject to paragraph (B) below, for the period commencing on the earlier of (1) the date on which all the conditions precedent referred to in Clause 4.1 (Initial Conditions Precedent) other than the condition set out in paragraph 11 (Consents and Filings) of Part B Revolver Lender a Commitment Feeof Schedule 3 (Acquisition Documentary Conditions Precedent) have been satisfied and (2) 30 September 2005 and ending on the Completion Date at the rate of 0.50% per annum; (B) if the Completion Date has not occurred by 30 September 2005, for the period commencing from 30 September 2005 and ending on the Completion Date, at a the rate of 50% of the applicable Margin; and (C) for the period commencing from the Completion Date and ending on the last day of the Availability Period for the relevant Term Facility, at the rate of 0.50% per annum equal to the Applicable Commitment Fee Rate for Facility Bannum, in each case, on the daily average daily, undrawn, uncancelled amount of such Facility B Revolver Lender’s Unused Commitment the total Commitments for Facility B from the date hereof relevant Term Facility; and (ii) be payable as follows: (A) in the case of the commitment fees payable pursuant to paragraphs (i)(A) and including (B) above, on the Facility B Termination Completion Date; (B) in the case of the commitment fee payable pursuant to paragraph (i)(C) above, payable quarterly in arrears on each Quarterly Payment Date arrear and on the Facility B Termination Date. All accrued Commitment Fees with respect to Facility A under this Section 2.07 shall be payable last day of the Availability Period for the relevant Term Facility; and (C) in any event, on the effective date of any termination cancelled amount of the obligations of relevant Lender’s Commitment for the relevant Term Facility A Lenders to make Facility A Loans hereunderat the time the cancellation is effective or if later, and all accrued Commitment Fees with respect to Facility B under this Section 2.07 shall be payable to each Facility B Revolver Lender on the effective date of any termination of its obligations to make Facility B Revolver Loans hereunder. Completion Date. (c) The commitment fees payable under this Section 2.07, once paid, Clause 10.1 (Commitment Fees) will each accrue from day to day and will be calculated on the basis of a 360 day year and the actual number of days elapsed. No commitment fees shall be payable in the event that the Completion Date does not be refundable for any reasonoccur.

Commitment Fees. The Borrower agrees to shall pay (i) to the Administrative Agent (i) for the account of the Working Capital Lenders, a commitment fee from the Effective Date until the Working Capital Termination Date, payable quarterly in arrears on each Interest Payment Date with respect to Base Rate Advances and on the Working Capital Termination Date at the rate of 0.75% per annum on the sum of the average daily Unused Working Capital Commitment of such Working Capital Lender during such quarter, (ii) for the account of the Delayed Draw Term Lenders, a commitment fee from the Effective Date until the Delayed Draw Commitment Termination Date, payable quarterly in arrears on each Interest Payment Date with respect to Base Rate Advances and on the Delayed Draw Commitment Termination Date at the rate of 0.75% per annum on the sum of the average daily Unused Delayed Draw Term Commitment of such Delayed Draw Term Lender during such quarter and (iii) for the account of each LC Facility A Lender Lender, a Commitment Fee, at a rate per annum equal to the Applicable Commitment Fee Rate for Facility A, on the daily average of such Facility A Lender’s Unused Commitment for Facility A commitment fee from the date hereof to and including Effective Date until the LC Facility A Termination Date, payable quarterly in arrears on each Quarterly Interest Payment Date with respect to Base Rate Advances and on the LC Facility A Termination Date at the rate of 0.75% per annum on the sum of the average daily Unused LC Facility Commitments of such LC Facility Lender during such quarter; provided, however, that any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided, further, that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Promptly upon receipt of any commitment fee payable under this clause (ii) to a), the Administrative Agent for the account of each Facility B Revolver Lender a Commitment Fee, at a rate per annum equal to the Applicable Commitment Fee Rate for Facility B, on the daily average of such Facility B Revolver Lender’s Unused Commitment for Facility B from the date hereof to and including the Facility B Termination Date, payable in arrears on each Quarterly Payment Date and on the Facility B Termination Date. All accrued Commitment Fees with respect to Facility A under this Section 2.07 shall be payable on the effective date of any termination of the obligations of the Facility A Lenders to make Facility A Loans hereunder, and all accrued Commitment Fees with respect to Facility B under this Section 2.07 shall be payable promptly distribute to each Working Capital Lender, Delayed Draw Term Lender and LC Facility B Revolver Lender on the effective date of any termination of its obligations to make Facility B Revolver Loans hereunder. The fees payable under this Section 2.07, once paid, shall not be refundable for any reasonratable portion thereof.

Commitment Fees. The Borrower Lessee agrees to pay (i) to the Administrative Agent on behalf of the Participants a commitment fee (the “Commitment Fees”) for the account benefit of (i) each of the Non-Defaulting Rent Assignees at the applicable Commitment Fee Rate on such Non-Defaulting Rent Assignee’s daily unused Rent Assignment Commitment and (ii) Lessor at the applicable Commitment Fee Rate on Lessor’s daily unused Lessor Commitment, determined as of the last Business Day of each Facility A Lender a calendar quarter during the Commitment Period or, with respect to the final period, the last day of the Commitment Period; The Administrative Agent shall provide to Lessee from time to time not less than six (6) Business Days prior to the due date(s) for each Commitment Fee, at a rate per annum equal written statement of the amount of the Commitment Fee then due, the due date therefor and the calculation thereof; provided, however, that the Administrative Agent’s failure to give such notice shall not relieve Lessee of its obligation to pay when due all Commitment Fees. During the Commitment Period, all Commitment Fees may be payable through Advances subject to the Applicable conditions and limitations at Articles III and IV. The Commitment Fee Rate for Facility AFees shall be payable quarterly in arrears (on a date which is otherwise a Payment Date or the last day of the Commitment Period, as applicable), shall be computed on the daily average basis of the actual number of days occurring during each calendar quarter, or portion thereof, ending on the last day of the calendar quarter immediately preceding such Facility A Lender’s Unused Payment Date (with the initial period for the Commitment for Facility A Fees being the period from and including the date hereof Document Closing Date to and including the Facility A Termination Datelast day of the calendar quarter in which the Document Closing Date occurs or the last day of the Commitment Period, as applicable) for which such Commitment Fees are payable in arrears on each Quarterly Payment Date over a year of 360 days and on the Facility A Termination Date and (ii) to shall be distributed by the Administrative Agent for the account of each Facility B Revolver Lender a Commitment Fee, at a rate per annum equal to the Applicable Commitment Fee Rate for Facility B, on the daily average of such Facility B Revolver Lender’s Unused Commitment for Facility B from the date hereof to and including the Facility B Termination Date, payable those Participants entitled thereto in arrears on each Quarterly Payment Date and on the Facility B Termination Date. All accrued Commitment Fees accordance with respect to Facility A under this Section 2.07 shall be payable on the effective date of any termination of the obligations of the Facility A Lenders to make Facility A Loans hereunder, and all accrued Commitment Fees with respect to Facility B under this Section 2.07 shall be payable to each Facility B Revolver Lender on the effective date of any termination of its obligations to make Facility B Revolver Loans hereunder. The fees payable under this Section 2.07, once paid, shall not be refundable for any reasontheir respective interests therein.

Commitment Fees. The Borrower agrees to pay (i) The Borrower shall pay to the Administrative Agent for the ratable account of each Lender with a Revolving Commitment, on the last Business Day of each March, June, September and December and on the earlier of the Stated Revolving Credit Maturity Date and the date on which the Aggregate Revolving Commitments shall have been terminated in full, an aggregate commitment fee (the “Revolving Commitment Fee”) on the daily average amount of the Aggregate Available Revolving Commitment equal to 0.500% per annum for any period that the Consolidated Senior Leverage Ratio as of the most recent Leverage Ratio Determination Date for such period is greater than or equal to 4.00 to 1.00 and 0.375% per annum for any period that the Consolidated Senior Leverage Ratio as of the most recent Leverage Ratio Determination Date for such period is less than 4.00 to 1.00. The Revolving Commitment Fee shall begin to accrue on and after the Effective Date and shall cease to accrue on the earlier of the Stated Revolving Credit Maturity Date and the date on which the Aggregate Revolving Commitments shall have been terminated in full. (ii) The Borrower shall pay to the Administrative Agent for the account of each Facility A Lender with an Incremental Revolving Commitment, on the last Business Day of each March, June, September and December and on the earlier of the Maturity Date and the date on which each Incremental Revolving Commitment of a Commitment FeeLender shall have been terminated in full, at a rate per annum equal to the Applicable Incremental Commitment Fee Rate for Facility A, each Incremental Revolving Commitment of such Lender on the daily average amount of each of such Facility A Lender’s Unused aggregate unutilized Incremental Revolving Commitments. Each Incremental Commitment for Facility A from Fee shall begin to accrue on and after the date hereof when the related Incremental Revolving Commitment shall have become effective hereunder and shall cease to and including accrue on the Facility A Termination Date, payable in arrears on each Quarterly Payment earlier of the Maturity Date and on the Facility A Termination Date and (ii) to the Administrative Agent for the account of each Facility B Revolver Lender a Commitment Fee, at a rate per annum equal to the Applicable Commitment Fee Rate for Facility B, on the daily average of such Facility B Revolver Lender’s Unused Commitment for Facility B from the date hereof to and including the Facility B Termination Date, payable on which such Incremental Revolving Commitment shall have been terminated in arrears on each Quarterly Payment Date and on the Facility B Termination Date. All accrued Commitment Fees with respect to Facility A under this Section 2.07 shall be payable on the effective date of any termination of the obligations of the Facility A Lenders to make Facility A Loans hereunder, and all accrued Commitment Fees with respect to Facility B under this Section 2.07 shall be payable to each Facility B Revolver Lender on the effective date of any termination of its obligations to make Facility B Revolver Loans hereunder. The fees payable under this Section 2.07, once paid, shall not be refundable for any reasonfull.

Commitment Fees. The Borrower Lessee agrees to pay (i) to the Administrative Agent on behalf of the Participants a commitment fee (the “Commitment Fees”) for the account benefit of (i) each of the Non‑Defaulting Rent Assignees at the applicable Commitment Fee Rate on such Non‑Defaulting Rent Assignee’s daily unused Rent Assignment Commitment and (ii) Lessor at the applicable Commitment Fee Rate on Lessor’s daily unused Lessor Commitment, determined as of the last Business Day of each Facility A Lender a calendar quarter during the Commitment Period or, with respect to the final period, the last day of the Commitment Period; The Administrative Agent shall provide to Lessee from time to time not less than six (6) Business Days prior to the due date(s) for each Commitment Fee, at a rate per annum equal written statement of the amount of the Commitment Fee then due, the due date therefor and the calculation thereof; provided, however, that the Administrative Agent’s failure to give such notice shall not relieve Lessee of its obligation to pay when due all Commitment Fees. During the Commitment Period, all Commitment Fees may be payable through Advances subject to the Applicable conditions and limitations at Articles III and IV. The Commitment Fee Rate for Facility AFees shall be payable quarterly in arrears (on a date which is otherwise a Payment Date or the last day of the Commitment Period, as applicable), shall be computed on the daily average basis of the actual number of days occurring during each calendar quarter, or portion thereof, ending on the last day of the calendar quarter immediately preceding such Facility A Lender’s Unused Payment Date (with the initial period for the Commitment for Facility A Fees being the period from and including the date hereof Document Closing Date to and including the Facility A Termination Datelast day of the calendar quarter in which the Document Closing Date occurs or the last day of the Commitment Period, as applicable) for which such Commitment Fees are payable in arrears on each Quarterly Payment Date over a year of 360 days and on the Facility A Termination Date and (ii) to shall be distributed by the Administrative Agent for the account of each Facility B Revolver Lender a Commitment Fee, at a rate per annum equal to the Applicable Commitment Fee Rate for Facility B, on the daily average of such Facility B Revolver Lender’s Unused Commitment for Facility B from the date hereof to and including the Facility B Termination Date, payable those Participants entitled thereto in arrears on each Quarterly Payment Date and on the Facility B Termination Date. All accrued Commitment Fees accordance with respect to Facility A under this Section 2.07 shall be payable on the effective date of any termination of the obligations of the Facility A Lenders to make Facility A Loans hereunder, and all accrued Commitment Fees with respect to Facility B under this Section 2.07 shall be payable to each Facility B Revolver Lender on the effective date of any termination of its obligations to make Facility B Revolver Loans hereunder. The fees payable under this Section 2.07, once paid, shall not be refundable for any reasontheir respective interests therein.

Commitment Fees. The Borrower agrees to shall pay (i) to the Administrative Agent Agent, for the account of each Facility A Revolving Credit Lender in accordance with its Applicable Percentage, a commitment fee (the “Commitment Fee, at a rate per annum ”) equal to the Applicable Commitment Fee Rate for Facility A, on times the average daily average amount by which the aggregate amount of the Revolving Credit Commitment of such Facility A Revolving Credit Lender exceeds the Revolving Credit Exposure of such Revolving Credit Lender (excluding when calculating such Revolving Credit Exposure, the aggregate Outstanding Amount of Swing Line Participations and the aggregate Outstanding Amount of Protective Advance Participations of such Revolving Credit Lender’s Unused Commitment for Facility A from ); provided that any commitment fee accrued with respect to any of the date hereof Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender, except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided, further, that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fees shall accrue at all times during the Availability Period, including at any time during which one or more of the Facility A Termination Dateconditions in Article 4 is not met, and shall be due and payable quarterly in arrears on the tenth calendar day after the end of each Quarterly Payment Date March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the Closing Date, and on the Facility A Termination Date last day of the Availability Period. The commitment fees shall be calculated quarterly in arrears, and (ii) to the Administrative Agent for the account of each Facility B Revolver Lender a Commitment Fee, at a rate per annum equal to if there is any change in the Applicable Commitment Fee Rate for Facility Bduring any quarter, on the actual daily average of such Facility B Revolver Lender’s Unused Commitment for Facility B from the date hereof to and including the Facility B Termination Date, payable in arrears on each Quarterly Payment Date and on the Facility B Termination Date. All accrued Commitment Fees with respect to Facility A under this Section 2.07 amount shall be payable on computed and multiplied by the effective date of any termination of the obligations of the Facility A Lenders to make Facility A Loans hereunder, and all accrued Commitment Fees with respect to Facility B under this Section 2.07 shall be payable to Applicable Fee Rate separately for each Facility B Revolver Lender on the effective date of any termination of its obligations to make Facility B Revolver Loans hereunder. The fees payable under this Section 2.07, once paid, shall not be refundable for any reasonperiod during such quarter that such Applicable Fee Rate was in effect.

Commitment Fees. The (i) With respect to the Revolving Facility, the Borrower agrees to pay (i) to the Administrative Agent for the account of each Facility A Revolving Lender a commitment fee (the “Revolving Commitment Fee”), accruing at a rate per annum equal to the Applicable Commitment Fee Rate for applicable to the Revolving Facility A, on the actual daily average amount by which the Revolving Commitment of such Facility A Lender exceeds such Lender’s Unused Commitment for Facility A Ratable Portion of the sum of (x) the outstanding principal amount of Revolving Loans plus (y) the outstanding amount of the Letter of Credit Obligations (excluding obligations with respect to Synthetic Letters of Credit) during the period from the date hereof to and including Effective Date until the Revolving Facility A Termination Date, payable in arrears on each Quarterly Payment Date and (A) on the last Business Day of each calendar quarter (commencing with the calendar quarter ending March 31, 2006) and (B) on the Revolving Facility A Termination Date and Date. (ii) With respect to the Delayed Draw Facility, the Borrower agrees to pay to the Administrative Agent for the account of each Facility B Revolver Delayed Draw Lender a commitment fee (the “Delayed Draw Commitment Fee”), accruing at a rate per annum equal to the Applicable Commitment Fee Rate for applicable to the Delayed Draw Facility B, on the actual daily average amount by which the Delayed Draw Commitment of such Facility B Revolver Lender exceeds such Lender’s Unused Commitment for Facility B Ratable Portion of the outstanding principal amount of Delayed Draw Loans during the period from the date hereof to and including Effective Date until the Facility B Delayed Draw Commitment Termination Date, payable in arrears on each Quarterly Payment Date and (A) on the Facility B last Business Day of each calendar quarter (commencing with the calendar quarter ending March 31, 2006) and (B) on the Delayed Draw Commitment Termination Date. All accrued Commitment Fees with respect to Facility A under this Section 2.07 shall be payable on the effective date of any termination of the obligations of the Facility A Lenders to make Facility A Loans hereunder, and all accrued Commitment Fees with respect to Facility B under this Section 2.07 shall be payable to each Facility B Revolver Lender on the effective date of any termination of its obligations to make Facility B Revolver Loans hereunder. The fees payable under this Section 2.07, once paid, shall not be refundable for any reason.

Commitment Fees. The Borrower Company agrees to pay to Administrative Agent, for distribution to each Lender in proportion to that Lender's Pro Rata Share, commitment fees for the period from and including the Closing Date to and excluding the Revolving Loan Commitment Termination Date equal to the average of the daily excess of the Revolving Loan Commitments over the sum of (i) the aggregate principal amount of outstanding Revolving Loans plus (ii) the Letter of Credit Usage multiplied by (a) for the period from and including the Closing Date to and excluding the date on which Administrative Agent receives a Compliance Certificate pursuant to subsection 6.1(iii) for the account of each Facility A Lender a Commitment FeeFiscal Year ended October 31, at a rate per annum equal to 1997, the Applicable Commitment Fee Rate for Facility A, on Percentage determined by reference to the daily average of such Facility A Lender’s Unused Commitment for Facility A from Leverage Ratio set forth in the date hereof Closing Date Compliance Certificate delivered by Company pursuant to and including the Facility A Termination Date, payable in arrears on each Quarterly Payment Date and on the Facility A Termination Date subsection 4.1E and (iib) to the Administrative Agent for the account of each Facility B Revolver Lender a Commitment Feethereafter, at a rate per annum equal to the Applicable Commitment Fee Rate for Facility B, Percentage. Such commitment fees shall be calculated on the daily average basis of a 365-day or 366-day year, as the case may be, and the actual number of days elapsed and shall be payable quarterly in arrears on the last Business Day of January, April, July and October of each year, commencing on the first such Facility B Revolver Lender’s Unused date to occur after the Closing Date, and on the Revolving Loan Commitment Termination Date. Except as provided in the immediately preceding paragraph, the Applicable Commitment Fee Percentage shall be determined on the first day of the calendar month following the delivery of each Compliance Certificate pursuant to subsection 6.1(iii), commencing with the Compliance Certificate for Facility B the Fiscal Year ended October 31, 1997, by reference to such Compliance Certificate (without regard to any subsequent corrections to reflect year-end audit adjustments). The Applicable Commitment Fee Percentage shall apply for the period from the date hereof to and including the Facility B Termination Date, payable in arrears on each Quarterly Payment Date and on the Facility B Termination Date. All accrued Commitment Fees with respect to Facility A under this Section 2.07 shall be payable on the effective date of any termination determination to and excluding the first day of the obligations calendar month following the delivery of the Facility A Lenders next Compliance Certificate; provided, however, that (1) if the Company fails to make Facility A Loans hereunderdeliver any Compliance Certificate in a timely manner pursuant to subsection 6.1(iii), or (2) upon the occurrence and all accrued Commitment Fees with respect to Facility B under this Section 2.07 shall be payable to each Facility B Revolver Lender on during the effective date continuation of any termination Event of its obligations Default, the highest percentage per annum set forth in the definition of Applicable Commitment Fee Percentage shall apply for the period from and including the first day of the calendar month following the date on which such Compliance Certificate was required to make Facility B Revolver Loans hereunder. The fees payable under this Section 2.07be delivered to and excluding the date on which Administrative Agent receives such Compliance Certificate or during the continuation of such Event of Default, once paid, shall not be refundable for any reasonas the case may be.

Commitment Fees. The Accruing from the date hereof until the Expiration Date, the Borrower agrees to pay (i) to the Administrative Agent for the account of each Facility A Lender according to its Ratable Share, a nonrefundable commitment fee (the “Commitment Fee, at a rate per annum ”) equal to the Applicable Commitment Fee Rate for Facility A, (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) multiplied by the average daily average difference between the amount of (i) the Revolving Credit Commitments and (ii) the Revolving Facility Usage (provided however, that solely in connection with determining the share of each Lender in the Commitment Fee, the Revolving Facility Usage with respect to the portion of the Commitment Fee allocated to PNC shall include the full amount of the outstanding Swing Loans, and with respect to the portion of the Commitment Fee allocated by the Administrative Agent to all of the Lenders other than PNC, such Facility A portion of the Commitment Fee shall be calculated (according to each such Lender’s Unused Ratable Share) as if the Revolving Facility Usage excludes the outstanding Swing Loans); provided, further, that any Commitment for Facility A from Fee accrued with respect to the date hereof Revolving Credit Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and including unpaid at such time shall not be payable by the Facility A Termination DateBorrower so long as such Lender shall be a Defaulting Lender except to the extent that such Commitment Fee shall otherwise have been due and payable by the Borrower prior to such time; and provided further that no Commitment Fee shall accrue with respect to the Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Subject to the proviso in the directly preceding sentence, all Commitment Fees shall be payable in arrears on each Quarterly Payment Date and on the Facility A Termination Date and (ii) to the Administrative Agent for the account of each Facility B Revolver Lender a Commitment Fee, at a rate per annum equal to the Applicable Commitment Fee Rate for Facility B, on the daily average of such Facility B Revolver Lender’s Unused Commitment for Facility B from the date hereof to and including the Facility B Termination Date, payable in arrears on each Quarterly Payment Date and on the Facility B Termination Date. All accrued Commitment Fees with respect to Facility A under this Section 2.07 shall be payable on the effective date of any termination of the obligations of the Facility A Lenders to make Facility A Loans hereunder, and all accrued Commitment Fees with respect to Facility B under this Section 2.07 shall be payable to each Facility B Revolver Lender on the effective date of any termination of its obligations to make Facility B Revolver Loans hereunder. The fees payable under this Section 2.07, once paid, shall not be refundable for any reasonU.S. Dollars.

Commitment Fees. OTHER FEES. (a) The Borrower agrees Borrowers agree, jointly and severally, to pay (i) to the Administrative Agent for the account of each Facility A Lender Lender, a commitment fee for the period from and including the first day of the Revolving Credit Commitment FeePeriod to the Revolving Credit Commitment Termination Date, computed at a the rate per annum equal to set forth under the Applicable heading "Commitment Fee Rate Fees" on Schedule II opposite the percentage which is the average daily amount of the Aggregate Outstanding Revolving Credit of all Lenders during the period for Facility Awhich payment is made constitutes of the average daily amount of the Available Revolving Credit Commitment of such Lender during such payment period, payable quarterly in arrears on the daily average last day of each fiscal quarter of CNG and on the Revolving Credit Commitment Termination Date, commencing on the first of such Facility A Lender’s Unused Commitment days to occur after the Closing Date. Notwithstanding the foregoing, the commitment fee for Facility A the period from the date hereof to and including the Facility A Termination Datefirst day of the Eighth Amendment Effective Date until the date on which the Leverage Theshold has been satisfied shall be 0.75% per annum of the average daily amount of the Available Revolving Credit Commitment of such Lender (without any reduction thereof pursuant to the definition of "Available Revolving Credit Commitment") during such period, payable in arrears on each Quarterly Payment Date as set forth above. (b) The Borrowers agree, jointly and on the Facility A Termination Date and (ii) severally, to pay to the Administrative Agent for the account of each Facility B Revolver Lender Lender, a Commitment Fee, at a rate per annum equal to utilization fee for the Applicable Commitment Fee Rate for Facility B, on the daily average of such Facility B Revolver Lender’s Unused Commitment for Facility B period from the date hereof to and including the Facility B Termination DateEighth Amendment Effective Date to the date on which the Leverage Threshold has been satisfied, payable in arrears on each Quarterly Payment Date and (i) if the average daily amount of the aggregate principal amount of all Revolving Credit Loans outstanding during such period is greater than 66-2/3% of the average aggregate Revolving Credit Commitments during such period, computed at 0.50% per annum on the Facility B Termination Date. All accrued Commitment Fees with respect to Facility A under this Section 2.07 shall be payable on average daily principal amount of such Lender's outstanding Revolving Credit Loans during such period and (ii) if the effective date of any termination average daily amount of the obligations aggregate principal amount of the Facility A Lenders to make Facility A all Revolving Credit Loans hereunder, and all accrued Commitment Fees with respect to Facility B under this Section 2.07 shall be payable to each Facility B Revolver Lender on the effective date of any termination of its obligations to make Facility B Revolver Loans hereunder. The fees payable under this Section 2.07, once paid, shall not be refundable for any reason.outstanding during such period

Commitment Fees. The Accruing from the date hereof until the Expiration Date, the Borrower agrees to pay (i) to the Administrative Agent for the account of each Facility A Lender according to its Ratable Share, a nonrefundable commitment fee (the "Commitment Fee, at a rate per annum ") equal to the Applicable Commitment Fee Rate for Facility A, (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) multiplied by the average daily average difference between the amount of (i) the Revolving Credit Commitments and (ii) the Revolving Facility Usage (provided however, that solely in connection with determining the share of each Lender in the Commitment Fee, the Revolving Facility Usage with respect to the portion of the Commitment Fee allocated to PNC shall include the full amount of the outstanding Swing Loans, and with respect to the portion of the Commitment Fee allocated by the Administrative Agent to all of the Lenders other than PNC, such portion of the Commitment Fee shall be calculated (according to each such Lender's Ratable Share) as if the Revolving Facility A Usage excludes the outstanding Swing Loans); provided, further, that any Commitment Fee accrued with respect to the Revolving Credit Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such Commitment Fee shall otherwise have been due and payable by the Borrower prior to such time; and provided further that no Commitment Fee shall accrue with respect to the Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender’s Unused . Subject to the proviso in the directly preceding sentence, all Commitment for Facility A from the date hereof to and including the Facility A Termination Date, Fees shall be payable in arrears on each Quarterly Payment Date and on the Facility A Termination Date and (ii) to the Administrative Agent for the account of each Facility B Revolver Lender a Commitment Fee, at a rate per annum equal to the Applicable Commitment Fee Rate for Facility B, on the daily average of such Facility B Revolver Lender’s Unused Commitment for Facility B from the date hereof to and including the Facility B Termination Date, payable in arrears on each Quarterly Payment Date and on the Facility B Termination Date. All accrued Commitment Fees with respect to Facility A under this Section 2.07 shall be payable on the effective date of any termination of the obligations of the Facility A Lenders to make Facility A Loans hereunder, and all accrued Commitment Fees with respect to Facility B under this Section 2.07 shall be payable to each Facility B Revolver Lender on the effective date of any termination of its obligations to make Facility B Revolver Loans hereunder. The fees payable under this Section 2.07, once paid, shall not be refundable for any reasonU.S. Dollars.

Commitment Fees. The Accruing from the date hereof until the Expiration Date, the Borrower agrees to pay (i) to the Administrative Agent for the account of each Facility A Lender according to its Ratable Share, a nonrefundable commitment fee (the "Commitment Fee, at a rate per annum ") equal to the Applicable Commitment Fee Rate for Facility A, (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) multiplied by the daily average difference between the amount of (i) the Revolving Credit Commitments and (ii) the Revolving Facility Usage (provided however, that solely in connection with determining the share of each Lender in the Commitment Fee, the Revolving Facility Usage with respect to the portion of the Commitment Fee allocated to PNC shall include the full amount of the outstanding Swing Loans, and with respect to the portion of the Commitment Fee allocated by the Administrative Agent to all of the Lenders other than PNC, such portion of the Commitment Fee shall be calculated (according to each such Lender's Ratable Share) as if the Revolving Facility A Usage excludes the outstanding Swing Loans); provided, further, that any Commitment Fee accrued with respect to the Revolving Credit Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such Commitment Fee shall otherwise have been due and payable by the Borrower prior to such time; and provided further that no Commitment Fee shall accrue with respect to the Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender’s Unused . Subject to the proviso in the directly preceding sentence, all Commitment for Facility A from the date hereof to and including the Facility A Termination Date, Fees shall be payable in arrears on each Quarterly Payment Date and on the Facility A Termination Date and (ii) to the Administrative Agent for the account of each Facility B Revolver Lender a Commitment Fee, at a rate per annum equal to the Applicable Commitment Fee Rate for Facility B, on the daily average of such Facility B Revolver Lender’s Unused Commitment for Facility B from the date hereof to and including the Facility B Termination Date, payable in arrears on each Quarterly Payment Date and on the Facility B Termination Date. All accrued Commitment Fees with respect to Facility A under this Section 2.07 shall be payable on the effective date of any termination of the obligations of the Facility A Lenders to make Facility A Loans hereunder, and all accrued Commitment Fees with respect to Facility B under this Section 2.07 shall be payable to each Facility B Revolver Lender on the effective date of any termination of its obligations to make Facility B Revolver Loans hereunder. The fees payable under this Section 2.07, once paid, shall not be refundable for any reason.

Commitment Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at the rate of 0.50% per annum on the daily unused amount of the Available Revolving Credit Commitment of such Lender during the period from and including the Closing Date to but excluding the date on which such Commitment terminates. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Revolving Credit Commitments terminate, commencing on the last day of December 2013. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Facility A Lender a Commitment Feeparticipation fee with respect to its participations in Letters of Credit, which shall accrue at a the same Applicable Rate used to determine the interest rate per annum equal applicable to the Applicable Commitment Fee Rate for Facility A, Eurodollar Revolving Credit Loans on the average daily average amount of such Facility A Lender’s Unused Commitment for Facility A LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from the date hereof to and including the Facility A Termination DateEffective Date to but excluding the later of the date on which such Lender’s Revolving Credit Commitment terminates and the date on which such Lender ceases to have any LC Exposure, payable in arrears on each Quarterly Payment Date and on the Facility A Termination Date and (ii) to the Administrative Agent for applicable Issuing Bank a fronting fee, which shall accrue at the account rate of each Facility B Revolver Lender a Commitment Fee, at a rate 0.25% per annum equal to the Applicable Commitment Fee Rate for Facility B, on the average daily average amount of such Facility B Revolver Lender’s Unused Commitment for Facility B the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from the date hereof to and including the Facility B Termination DateEffective Date to but excluding the later of the date of termination of the Revolving Credit Commitments and the date on which there ceases to be any LC Exposure, payable in arrears on each Quarterly Payment Date and on as well as the Facility B Termination Date. All accrued Commitment Fees applicable Issuing Bank’s standard fees with respect to Facility A under this Section 2.07 the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the effective date third Business Day following such last day, commencing on the last day of any termination of the obligations of the Facility A Lenders to make Facility A Loans hereunder, and December 2013; provided that all accrued Commitment Fees with respect to Facility B under this Section 2.07 such fees shall be payable to each Facility B Revolver Lender on the effective date of on which the Commitments terminate and any termination of its obligations to make Facility B Revolver Loans hereundersuch fees accruing after the date on which the Commitments terminate shall be payable on demand. The Any other fees payable under to any Issuing Bank pursuant to this Section 2.07paragraph shall be payable within 30 days after written demand therefor. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower agrees to pay to the Administrative Agent, once paidfor its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to any Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Lenders entitled thereto. Fees paid shall not be refundable for under any reasoncircumstances.

Commitment Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Facility A Lender a Commitment Fee, at a rate per annum equal to the Applicable Commitment Fee Rate for Facility A, on the daily average of such Facility A Lender’s Unused Commitment for Facility A from the date hereof to and including the Facility A Termination Date, payable in arrears on each Quarterly Payment Date and on the Facility A Table of Contents Termination Date and (ii) to the Administrative Agent for the account of each Facility B Revolver Lender a Commitment Fee, at a rate per annum equal to the Applicable Commitment Fee Rate for Facility B, on the daily average of such Facility B Revolver Lender’s Unused Commitment for Facility B from the date hereof to and including the Facility B Termination Date, payable in arrears on each Quarterly Payment Date and on the Facility B Termination Date. All accrued Commitment Fees with respect to Facility A under this Section 2.07 shall be payable on the effective date of any termination of the obligations of the Facility A Lenders to make Facility A Loans hereunder, and all accrued Commitment Fees with respect to Facility B under this Section 2.07 shall be payable to each Facility B Revolver Lender on the effective date of any termination of its obligations to make Facility B Revolver Loans hereunder. The fees payable under this Section 2.07, once paid, shall not be refundable for any reason.

Commitment Fees. The Borrower agrees to Borrowers shall pay (i) to the Administrative Agent Agent, for the account of each Facility A Revolving Credit Lender in accordance with its Applicable Percentage, a commitment fee (the “Commitment Fee, at a rate per annum ”) in an amount equal to the Applicable Commitment Fee Rate for Facility A, on times the average daily average amount by which the Revolving Credit Commitment of such Facility A Revolving Credit Lender exceeds the Revolving Credit Exposure of such Revolving Credit Lender (excluding when calculating such Revolving Credit Exposure, the aggregate Outstanding Amount of Swingline Loans and/or Swingline Participations and the aggregate Outstanding Amount of Protective Advances and/or Protective Advance Participations of such Revolving Credit Lender’s Unused Commitment for Facility A from ); provided that any commitment fee accrued with respect to any of the date hereof Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrowers so long as such Lender shall be a Defaulting Lender, except to the extent that such commitment fee shall otherwise have been due and payable by the Borrowers prior to such time; and provided, further, that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment feesCommitment Fees shall accrue at all times during the Availability Period, including at any time during which one or more of the Facility A Termination Dateconditions in Article 4 is not met, and shall be due and payable quarterly in arrears on the tenth calendar day after the end of each Quarterly Payment Date March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the Closing Date, and on the Facility A Termination Date last day of the Availability Period. The commitment feesCommitment Fees shall be calculated quarterly in arrears, and (ii) to the Administrative Agent for the account of each Facility B Revolver Lender a Commitment Fee, at a rate per annum equal to if there is any change in the Applicable Commitment Fee Rate for Facility Bduring any quarter, on the actual daily average of such Facility B Revolver Lender’s Unused Commitment for Facility B from the date hereof to and including the Facility B Termination Date, payable in arrears on each Quarterly Payment Date and on the Facility B Termination Date. All accrued Commitment Fees with respect to Facility A under this Section 2.07 amount shall be payable on computed and multiplied by the effective date of any termination of the obligations of the Facility A Lenders to make Facility A Loans hereunder, and all accrued Commitment Fees with respect to Facility B under this Section 2.07 shall be payable to Applicable Fee Rate separately for each Facility B Revolver Lender on the effective date of any termination of its obligations to make Facility B Revolver Loans hereunder. The fees payable under this Section 2.07, once paid, shall not be refundable for any reasonperiod during such quarter that such Applicable Fee Rate was in effect.

Commitment Fees. The Borrower agrees to pay (i) The Borrowers shall pay to the Administrative Agent Agent, for the account of each Facility A Lender the Lenders as provided hereinbelow, from and after the Closing Date until the date on which the Aggregate Revolving Loan Commitment shall be terminated in whole, a Commitment Fee, commitment fee accruing at a the rate per annum equal to of the then Applicable Commitment Fee Rate for Facility APercentage, on the daily average of amount by which (x) the Aggregate Revolving Loan Commitment exceeds (y) the Revolving Credit Obligations from time to time. All such Facility A Lender’s Unused Commitment for Facility A from the date hereof to and including the Facility A Termination Date, commitment fees payable under this clause (C)(i) shall be payable quarterly in arrears on each Quarterly Payment the last day of the calendar quarter occurring after the Closing Date (with the first such payment being calculated for the period from the Closing Date and ending on March 31, 2002), and, in addition, on the Facility A Termination Date and date on which the Aggregate Revolving Loan Commitment shall be terminated in whole. The Agent shall pay to each Lender a portion of such commitment fee based on the amount by which such Lender's Revolving Loan Commitment exceeds the Revolving Credit Obligations. (ii) The Borrower shall pay to the Administrative Agent Agent, for the account of each the Lenders as provided hereinbelow, from and after the Activation Date until the date on which the Aggregate Debt Purchase Facility B Revolver Lender Commitment shall be terminated in whole, a Commitment Fee, commitment fee accruing at a the rate per annum equal to of the then Applicable Commitment Fee Rate for Facility B, Percentage on the daily average amount by which (x) the Aggregate Debt Purchase Facility Commitment exceeds (y) the outstanding principal balance of such the Debt Purchase Facility B Revolver Lender’s Unused Commitment for Facility B Loans from the date hereof time to and including the Facility B Termination Date, payable in arrears on each Quarterly Payment Date and on the Facility B Termination Datetime. All accrued Commitment Fees with respect to Facility A under this Section 2.07 shall be payable on the effective date of any termination of the obligations of the Facility A Lenders to make Facility A Loans hereunder, and all accrued Commitment Fees with respect to Facility B under this Section 2.07 shall be payable to each Facility B Revolver Lender on the effective date of any termination of its obligations to make Facility B Revolver Loans hereunder. The such commitment fees payable under this Section 2.07clause (C)(ii) shall be payable quarterly in arrears on the last day of each fiscal quarter of the Borrower occurring after the Activation Date and, once paidin addition, on the earlier of (1) the date on which the Aggregate Debt Purchase Facility Commitment shall not be refundable terminated in whole and (2) the Debt Purchase Facility Loan Termination Date. The Agent shall pay to each Lender a portion of such commitment fee based on such Lender's Debt Purchase Facility Pro Rata Share. (iii) The Borrowers agree to pay to the Agent for the sole account of the Agent and the Arranger (unless otherwise agreed between the Agent and the Arranger and any reasonLender) the fees set forth in the letter agreements among the Agent, the Arranger and the Borrowers dated February 15, 2002, payable at the times and in the amounts set forth therein.

Commitment Fees. (a) The Borrowers agree to pay to the Administrative Agent for the account of each Lender a commitment fee (the “Commitment Fee”), which shall accrue at the rate of 0.375% per annum on the daily unused amount of the Available Revolving Credit Commitment of such Lender during the period from and including the Closing Date to but excluding the date on which such Commitment terminates; provided that on and after the first Adjustment Date occurring after the completion of the first full fiscal quarter beginning after the fiscal quarter of the ABL Administrative Borrower agrees in which the Closing Date occurs, the Commitment Fee will be determined pursuant to the Commitment Fee Grid. Accrued Commitment Fees shall be payable in arrears on the first Business Day of January, April, July and October of each year and on the date on which the Revolving Credit Commitments terminate, with the first such payment due April 2, 2018. All Commitment Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrowers agree to pay (i) to the Administrative Agent for the account of each Facility A Lender a Commitment Feeparticipation fee with respect to its participations in Letters of Credit, which shall accrue at a the same Applicable Margin used to determine the interest rate per annum equal applicable to the Applicable Commitment Fee Rate for Facility A, Eurodollar Revolving Credit Loans on the average daily average amount of such Facility A Lender’s Unused Commitment for Facility A LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from the date hereof to and including the Facility A Termination Date, payable in arrears on each Quarterly Payment later of the Closing Date and the issuance of a letter of credit hereunder to but excluding the earlier of the date on which such Lender’s Revolving Credit Commitment terminates and the Facility A Termination Date date on which such Lender ceases to have any LC Exposure, and (ii) to the Administrative Agent for applicable Issuing Bank a fronting fee, which shall accrue at the account rate of each Facility B Revolver Lender a Commitment Fee, at a rate 0.125% per annum equal to the Applicable Commitment Fee Rate for Facility B, on the average daily average amount of such Facility B Revolver Lender’s Unused Commitment for Facility B the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from the date hereof to and including the Facility B Termination DateClosing Date to but excluding the later of the date of termination of the Revolving Credit Commitments and the date on which there ceases to be any LC Exposure, payable in arrears on each Quarterly Payment Date and on as well as the Facility B Termination Date. All accrued Commitment Fees applicable Issuing Bank’s standard fees with respect to Facility A under this Section 2.07 the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the first day of January, April, July and October of each year shall be payable on the effective date first Business Day of any termination January, April, July and October, respectively, commencing with the first Business Day of the obligations of the Facility A Lenders to make Facility A Loans hereunder, and April 2018; provided that all accrued Commitment Fees with respect to Facility B under this Section 2.07 such fees shall be payable to each Facility B Revolver Lender on the effective date of on which the Revolving Credit Commitment terminates and any termination of its obligations to make Facility B Revolver Loans hereundersuch fees accruing after the date on which the Revolving Credit Commitment terminates shall be payable on demand. The Any other fees payable under to any Issuing Bank pursuant to this Section 2.07paragraph shall be payable within 30 days after written demand therefor. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrowers agree to pay to the Administrative Agent and to the Collateral Agent, once paidfor their own account, fees payable in the amounts and at the times separately agreed upon between Parent and each of the Administrative Agent and the Collateral Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to any Issuing Bank, in the case of fees payable to it) for distribution, in the case of Commitment Fees and participation fees, to the Lenders entitled thereto. Fees paid shall not be refundable for under any reasoncircumstances.

Commitment Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender under each Revolving Facility A Lender in accordance with its Applicable Percentage, a Commitment Fee, at a rate per annum commitment fee in Dollars equal to the Applicable applicable Commitment Fee Rate times the actual daily amount by which the aggregate Revolving Commitments exceed the sum of (a) the Outstanding Amount of Revolving Loans (for the avoidance of doubt, excluding any Swing Line Loans) and (b) the Outstanding Amount of L/C Obligations; provided that any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender under such Revolving Facility Aduring the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided further that no commitment fee shall accrue on any of the Commitments under any Revolving Facility of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Commitment shall accrue at all times from the Closing Date (or date of initial effectiveness, as applicable) (and for the avoidance of doubt, the commitment fee on the daily average of such Revolving Commitment under the Closing Date Revolving Facility A Lender’s Unused Commitment for Facility A shall accrue from the date hereof to Closing Date) until the Maturity Date for the applicable Revolving Commitment, including at any time during which one or more of the conditions in Article IV is not met, and including the Facility A Termination Date, shall be due and payable quarterly in arrears on the last Business Day of each Quarterly Payment Date of March, June, September and December, commencing with December 31, 2019, and on the Facility A Termination Maturity Date for such Revolving Facility. The commitment fee shall be calculated quarterly in arrears, and (ii) to if there is any change in the Administrative Agent for the account of each Facility B Revolver Lender a Commitment Fee, at a rate per annum equal to the Applicable Commitment Fee Rate for Facility Bduring any quarter, on the actual daily average of such Facility B Revolver Lender’s Unused Commitment for Facility B from the date hereof to and including the Facility B Termination Date, payable in arrears on each Quarterly Payment Date and on the Facility B Termination Date. All accrued Commitment Fees with respect to Facility A under this Section 2.07 amount shall be payable on computed and multiplied by the effective date of any termination of the obligations of the Facility A Lenders to make Facility A Loans hereunder, and all accrued Commitment Fees with respect to Facility B under this Section 2.07 shall be payable to Fee Rate separately for each Facility B Revolver Lender on the effective date of any termination of its obligations to make Facility B Revolver Loans hereunder. The fees payable under this Section 2.07, once paid, shall not be refundable for any reasonperiod during such quarter that such Commitment Fee Rate was in effect.

Commitment Fees. The In consideration of each Lender’s commitment to make Loans, during the period from the Closing Date through the Tranche A Commitment Termination Date, Borrower agrees will pay to pay (i) to the Administrative Agent for the account of each Facility A Lender a commitment fee with respect to such Lender’s Tranche A Commitment Fee, at determined on a rate per annum equal to daily basis by applying the Applicable applicable Commitment Fee Rate to such Lender’s Percentage Share of the unused portion of the Tranche A Facility Amount on each day, determined for Facility A, on each such day by deducting from the daily average amount of the Borrowing Base at the end of such Facility day the sum of (i) the aggregate unpaid principal balance of the Tranche A Lender’s Unused Commitment for Facility A Loans at the end of such day plus (ii) the amount of all LC Obligations at the end of such day. In addition, during the period from the date hereof to and including Closing Date through the Facility A Tranche B Commitment Termination Date, payable in arrears on each Quarterly Payment Date and on the Facility A Termination Date and (ii) Borrower will pay to the Administrative Agent for the account of each Facility B Revolver Lender a commitment fee with respect to such Lender’s Tranche B Commitment Fee, at determined on a rate per annum equal to daily basis by applying the Applicable applicable Commitment Fee Rate to such Lender’s Percentage Share of the unused portion of the Tranche B Facility Amount on each day, determined for each such day by deducting from the amount of the Tranche B Facility BAmount at the end of such day the aggregate unpaid principal balance of the Tranche B Loans at the end of such day. These commitment fees shall be due and payable in arrears, with the first payment due on December 31, 2003, and thereafter on the last day of each Fiscal Quarter, with respect to the commitment fees payable in respect of the Tranche A Commitments, on the daily average of such Facility B Revolver Lender’s Unused Tranche A Commitment for Facility B from the date hereof to and including the Facility B Termination Date, payable in arrears on each Quarterly Payment Date and on the Facility B Termination Date. All accrued Commitment Fees with respect to Facility A under this Section 2.07 shall be the commitment fees payable in respect of the Tranche B Commitments, on the effective date of any termination of the obligations of the Facility A Lenders to make Facility A Loans hereunder, and all accrued Tranche B Commitment Fees with respect to Facility B under this Section 2.07 shall be payable to each Facility B Revolver Lender on the effective date of any termination of its obligations to make Facility B Revolver Loans hereunder. The fees payable under this Section 2.07, once paid, shall not be refundable for any reasonTermination Date.

Commitment Fees. The Borrower agrees to Borrowers shall pay (i) to the Administrative Agent Agent, for the account of each Facility A Revolving Credit Lender in accordance with its Applicable Percentage, a commitment fee (the “Commitment Fee, at a rate per annum ”) in an amount equal to the Applicable Commitment Fee Rate for Facility A, on times the average daily average amount by which the Revolving Credit Commitment of such Facility A Revolving Credit Lender exceeds the Revolving Credit Exposure of such Revolving Credit Lender (excluding when calculating such Revolving Credit Exposure, the aggregate Outstanding Amount of Swingline Loans and/or Swingline Participations and the aggregate Outstanding Amount of Protective Advances and/or Protective Advance Participations of such Revolving Credit Lender’s Unused Commitment for Facility A from ); provided that any commitment fee accrued with respect to any of the date hereof Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrowers so long as such Lender shall be a Defaulting Lender, except to the extent that such commitment fee shall otherwise have been due and payable by the Borrowers prior to such time; and provided, further, that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fees shall accrue at all times during the Availability Period, including at any time during which one or more of the Facility A Termination Dateconditions in Article 4 is not met, and shall be due and payable quarterly in arrears on the tenth calendar day after the end of each Quarterly Payment Date March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the Closing Date, and on the Facility A Termination Date last day of the Availability Period. The commitment fees shall be calculated quarterly in arrears, and (ii) to the Administrative Agent for the account of each Facility B Revolver Lender a Commitment Fee, at a rate per annum equal to if there is any change in the Applicable Commitment Fee Rate for Facility Bduring any quarter, on the actual daily average of such Facility B Revolver Lender’s Unused Commitment for Facility B from the date hereof to and including the Facility B Termination Date, payable in arrears on each Quarterly Payment Date and on the Facility B Termination Date. All accrued Commitment Fees with respect to Facility A under this Section 2.07 amount shall be payable on computed and multiplied by the effective date of any termination of the obligations of the Facility A Lenders to make Facility A Loans hereunder, and all accrued Commitment Fees with respect to Facility B under this Section 2.07 shall be payable to Applicable Fee Rate separately for each Facility B Revolver Lender on the effective date of any termination of its obligations to make Facility B Revolver Loans hereunder. The fees payable under this Section 2.07, once paid, shall not be refundable for any reasonperiod during such quarter that such Applicable Fee Rate was in effect.

Commitment Fees. The Borrower agrees to pay (i) The Company shall pay to the Administrative Agent for the account of each Facility A Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, a commitment fee (the “Revolver Commitment Fee, at a rate per annum ”) in Dollars equal to the Applicable Rate with respect to the “Commitment Fee Rate for Fee” times the actual daily amount by which the Revolving Credit Facility A, on exceeds the daily average sum of such Facility A Lender’s Unused Commitment for Facility A from (i) the date hereof to and including the Facility A Termination Date, payable in arrears on each Quarterly Payment Date and on the Facility A Termination Date Outstanding Amount of Revolving Credit Loans and (ii) the Outstanding Amount of L/C Obligations under the Revolving Credit Facility, subject to adjustment as provided in Section 2.18. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Revolving Credit Commitments for purposes of determining the Revolver Commitment Fee. The Revolver Commitment Fee shall accrue at all times during the relevant 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 Credit Facility. The Revolving 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. (ii) The Company shall pay to the Administrative Agent for the account of each Facility B Revolver Term A-1 Lender in accordance with its Applicable Percentage of the Term A-1 Facility, a commitment fee (the “TLA-1 Commitment Fee, at a rate per annum ”) in Dollars equal to the Applicable Rate times the actual daily amount by which the aggregate Term A-1 Commitments exceed the Outstanding Amount of Term A-1 Loans. The TLA-1 Commitment Fee Rate for Facility Bshall accrue at all times during the relevant Availability Period, on including at any time during which one or more of the daily average of such Facility B Revolver Lender’s Unused Commitment for Facility B from the date hereof to conditions in Article IV is not met, and including the Facility B Termination Date, shall be due and payable quarterly in arrears on the last Business Day of each Quarterly Payment Date March, June, September and December, commencing with the first such date to occur after the Amendment No. 3 Effective Date, and on the Facility B Termination Datelast day of the Availability Period for the Term A-1 Facility. All accrued The TLA-1 Commitment Fees with respect to Facility A under this Section 2.07 Fee shall be payable on the effective date of any termination of the obligations of the Facility A Lenders to make Facility A Loans hereundercalculated quarterly in arrears, and all accrued Commitment Fees with respect to Facility B under this Section 2.07 if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be payable to computed and multiplied by the Applicable Rate separately for each Facility B Revolver Lender on the effective date of any termination of its obligations to make Facility B Revolver Loans hereunder. The fees payable under this Section 2.07, once paid, shall not be refundable for any reasonperiod during such quarter that such Applicable Rate was in effect.

Commitment Fees. The Borrower agrees to pay (i) The US Borrower shall pay to the US Administrative Agent for the account of each Facility A US Tranche Revolving Lender and Term Loan Lender a commitment fee, which shall accrue at the Applicable Margin (a “US Commitment Fee, at a rate per annum equal to the Applicable Commitment Fee Rate for Facility A”), on the daily average unused amount (after deducting any LC Exposure but before deducting any outstanding Swingline Loans) of such Facility A each US Tranche Revolving Lender’s Unused US Tranche Commitment or each Term Loan Lender’s Term Commitment, as applicable, for Facility A the period from the date hereof to and including the Initial Funding Date up to, but excluding, the Revolving Loan Maturity Date with respect to the Revolving Credit Facility A Termination Dateand the Term Loan Maturity Date with respect to the Term Loan Facility. (ii) During a Canadian Allocation Period, in consideration of each Canadian Tranche Revolving Lender’s Canadian Allocated Commitment, the Canadian Borrower shall pay to the Canadian Administrative Agent in US Dollars for the account of each Canadian Tranche Revolving Lender a commitment fee, which shall accrue at the Applicable Margin (a “Canadian Commitment Fee”), on the daily average unused amount of each Canadian Tranche Revolving Lender’s Canadian Allocated Commitment for the Canadian Allocation Period. (iii) Accrued Commitment Fees shall be payable (A) quarterly in arrears on each Quarterly Payment Date and on the Facility A Termination Date and (ii) to the Administrative Agent for the account of each Facility B Revolver Lender a Commitment Fee, at a rate per annum equal to the Applicable Commitment Fee Rate for Facility B, on the daily average of such Facility B Revolver Lender’s Unused Commitment for Facility B from the date hereof to and including the Facility B Termination Date, payable in arrears on each Quarterly Payment Date and on the Facility B Termination Date. All accrued Commitment Fees with respect to the Revolving Credit Facility A under this Section 2.07 shall be payable and the Aggregate Term Commitments for the Initial Term Loans, (B) on the effective date of any termination reallocation of the obligations of the Facility A Lenders to make Facility A Loans hereunder, and all accrued Commitment Fees Aggregate US Tranche Commitments under Section 2.03(b)(ii) with respect to Facility B under this Section 2.07 shall be payable to each Facility B Revolver Lender the Revolving Credit Facility, (C) on the effective earlier of the date of any termination of its obligations the Aggregate Revolving Commitments are terminated or the Revolving Loan Maturity Date with respect to make the Revolving Credit Facility B Revolver and (D) on the date the Aggregate Term Commitments for the Initial Term Loans hereunder. The fees payable under this Section 2.07, once paid, shall not be refundable for any reasonare terminated.

Commitment Fees. (a) The Borrower agrees to shall pay (i) to the Administrative Paying Agent (for the account of each Lender) a commitment fee in respect of each of Facility A Lender a and Facility B (payable in USD in respect of any Commitment Fee, which is denominated in USD and in KRW in respect of any other Commitment) computed at a the rate per annum equal to of 0.25% per annum on that Lender’s Available Commitment for such Facility provided that during the Applicable Commitment Fee Rate for Facility A, period commencing on the daily average date of such Facility A Lender’s Unused Commitment for Facility A from the date hereof this Agreement to and including the Facility A Termination Datedate falling 30 days after the date of this Agreement, payable in arrears on each Quarterly Payment Date and on such Lender’s Available Commitment shall be reduced (for the purposes of the calculation of the fee pursuant to this Clause 11.1 (Commitment Fees) only) by an amount equal to that Lender’s proportion of the Facility A Termination Date Loan and those Facility B Loans which are to be applied by the Borrower in accordance with Clause 3.1 (iiPurpose of Facility A) and paragraph (a) of Clause 3.2 (Purpose of Facility B) (as if such Loans were outstanding during such period) as determined by the Paying Agent. (b) The Borrower shall pay to the Administrative Paying Agent (for the account of each Lender) a commitment fee in respect of Facility B Revolver Lender a Commitment Fee, C payable in KRW computed at a the rate per annum equal of 0.50% on each Lender’s Available Commitment in respect of Facility C for the Facility C Availability Period. (c) Commitment fees under this Clause 11.1 will accrue from day to day commencing on the Applicable date of this Agreement and shall be calculated on the basis of the actual number of days elapsed over a year of: (i) 365 days, in the case of a commitment fee calculated on a Lender’s Available Commitment in respect of Facility B1 and Facility C; and (ii) 360 days, in the case of a commitment fee calculated on a Lender’s Available Commitment under Facility A and Facility B2. (d) Each accrued Commitment Fee Rate for Facility B, on the daily average of such Facility B Revolver Lender’s Unused Commitment for Facility B from the date hereof to and including the Facility B Termination Date, payable shall be payable: (i) in arrears arrear on each Quarterly Payment Date which falls during the Availability Period for such Facility and on the Facility B Termination Date. All accrued Commitment Fees with respect to Facility A under this Section 2.07 shall be payable on the effective date of any termination last day of the obligations of the Facility A Lenders to make Facility A Loans hereunder, and all accrued Commitment Fees with respect to Facility B under this Section 2.07 shall be payable to each Facility B Revolver Lender on the effective date of any termination of its obligations to make Facility B Revolver Loans hereunder. The fees payable under this Section 2.07, once paid, shall not be refundable Availability Period for any reason.such Facility; and

Commitment Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of To each Facility A Lender Lender, through Credit Agent, a non-refundable Commitment Fee, at a rate per annum Fee in an amount equal to the Applicable percentage set forth below of such Lender's Warehousing Commitment Fee Rate for Facility AAmount (plus, in the case of RFC, the RFC Direct Commitment Amount), based on the daily average amount and tenor of such Facility A Lender’s Unused 's Warehousing Commitment (plus, in the case of RFC, the RFC Direct Commitment), for Facility A the period from the date hereof to and including Closing Date through the Facility A Termination applicable Maturity Date, payable in arrears on each Quarterly Payment Date and on the Facility A Termination Closing Date, calculated as follows: Lender's Warehousing Initial Maturity Date and (ii) to the Administrative Agent for the account of each Facility B Revolver Lender a Commitment Fee, at a rate per annum equal to the Applicable Amount Commitment Fee Rate for Facility BPercentage --------------------- ----------------- ------------------------- May 31, 2002 $20,000,000 to $45,000,000 .02% May 31, 2002 $50,000,000 or more .10% May 31, 2003 $20,000,000 to $45,000,000 .035% May 31, 2003 $50,000,000 or more .10% If any Lender increases its Warehousing Commitment Amount, if the Warehousing Credit Limit is increased by an Additional Lender becoming a party hereto, or if RFC increases the RFC Direct Commitment Amount, Borrower shall pay the prorated portion of the applicable Commitment Fee on the daily average amount of such Facility B Revolver increase or the amount of such Additional Lender’s Unused 's Warehousing Commitment for Facility B Amount from the date hereof to and including the Facility B Termination Date, payable in arrears on each Quarterly Payment Date and on the Facility B Termination Date. All accrued Commitment Fees with respect to Facility A under this Section 2.07 shall be payable on the effective date thereof to the applicable Maturity Date. If, at any time, the Maturity Date of any termination Commitment is extended, Borrower shall pay an additional Commitment Fee in the prorated amount determined pursuant to the above calculation of the obligations of extended Commitment Amount from the Facility A Lenders day after the original Maturity Date to make Facility A Loans hereunder, and all accrued Commitment Fees with respect to Facility B under this Section 2.07 shall be payable to each Facility B Revolver Lender on the effective date of any termination of its obligations to make Facility B Revolver Loans hereunderextended Maturity Date. The fees payable under this Section 2.07, once paid, Borrower shall not be refundable for entitled to a reduction in the amount of the Commitment Fee in the event the amount of any reasonLender's Warehousing Commitment is reduced at the request of Borrower, or in the event that any Lender's Warehousing Commitment is terminated prior to its stated expiration date as a result of an Event of Default hereunder.

Commitment Fees. The Borrower agrees to pay (i) In consideration of the Revolving Commitments hereunder, the Borrowers agree to pay the Administrative Agent for the account ratable benefit of each Facility A Lender the Revolving Lenders in accordance with such Lender’s Revolving Commitment Percentage a commitment fee (the “Commitment Fee, at a rate per annum ”) equal to the Applicable Percentage per annum on the actual daily unused amount of the Revolving Committed Amount for the applicable period; provided that (i) no Commitment Fees shall accrue on the Revolving Commitment in favor of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (ii) any Commitment Fee Rate for Facility A, on accrued with respect to the daily average Revolving Commitment of a Defaulting Lender during the period prior to the time such Facility A Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrowers so long as such Lender shall be a Defaulting Lender’s Unused . For the purposes hereof Swingline Loans shall not be considered usage under the Revolving Commitments. The Commitment for Facility A from the date hereof to and including the Facility A Termination Date, Fee shall be payable (i) quarterly in arrears on the last Business Day of each Quarterly Payment Date March, June, September and on December, beginning with the Facility A Termination first such date to occur after the Effective Date and (ii) on the Termination Date. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion of the Revolving Committed Amount. (ii) In consideration of the Delayed Draw Term Loan Commitments hereunder, commencing on the date that is forty-five (45) days after the Fourth Amendment Effective Date, the Borrowers agree to pay the Administrative Agent for the account ratable benefit of each Facility B Revolver Lender the Lenders in accordance with such Lender’s Delayed Draw Term Loan Commitment Percentage a Commitment commitment fee (the “Ticking Fee, at a rate ”) equal to 0.40% per annum equal on the actual daily unused amount of the Delayed Draw Term Loan Commitments for the applicable period; provided that (i) no Ticking Fees shall accrue on the Delayed Draw Term Loan Commitment in favor of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (ii) any Ticking Fee accrued with respect to the Applicable Delayed Draw Term Loan Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrowers so long as such Lender shall be a Defaulting Lender. The Ticking Fee Rate for Facility B, on the daily average of such Facility B Revolver Lender’s Unused Commitment for Facility B from the date hereof to and including the Facility B Termination Date, shall be payable (i) quarterly in arrears on the last Business Day of each Quarterly Payment March, June, September and December, beginning with the first such date to occur after the Fourth Amendment Effective Date and (ii) on the Facility B Termination Date. All accrued Commitment Fees with respect to Facility A under this Section 2.07 shall be payable on the effective date of any termination of the obligations of the Facility A Lenders to make Facility A Loans hereunder, and all accrued Commitment Fees with respect to Facility B under this Section 2.07 shall be payable to each Facility B Revolver Lender on the effective date of any termination of its obligations to make Facility B Revolver Loans hereunder. The fees payable under this Section 2.07, once paid, shall not be refundable for any reason.

Commitment Fees. The Borrower agrees to pay (i) Xxxxx-Xxxxxxxx shall pay or cause to be paid, to Administrative Agent (for distribution to each Revolving Lender in accordance with such Lender’s Pro Rata Share) commitment fees with respect to the Administrative Agent Revolving Loan Commitments, for the account of each Facility A Lender a period from and including the Closing Date to and excluding the Revolving Loan Commitment FeeTermination Date, at a rate per annum equal to the average of the daily excess of the aggregate Revolving Loan Commitments over the Total Utilization of the Revolving Loan Commitments (excluding, for purposes of such calculation, amounts described in clauses (iii) and (vi) of the definition thereof) multiplied by the Applicable Commitment Fee Rate for Facility A, Percentage. Such commitment fees to be computed on the daily average basis of such Facility A Lender’s Unused Commitment for Facility A from the date hereof a 360-day year and to and including the Facility A Termination Date, be payable in arrears on each Quarterly Fee Payment Date for the three-month period ending on the day prior to such Fee Payment Date, commencing on the first such date to occur after the Closing Date, and on the Facility A Revolving Loan Commitment Termination Date and Date. (ii) Xxxxx-Xxxxxxxx shall pay or cause to be paid, to Administrative Agent (for distribution to each Tranche B Term Loan Lender in accordance with such Lender’s Pro Rata Share of the Delayed Draw Commitments (defined below)) commitment fees with respect to the Administrative Agent aggregate Tranche B Term Loan Commitments minus the amount of Tranche B Term Loans funded on the Closing Date (the “Delayed Draw Commitments”), for the account period from and including the Closing Date to and excluding the earlier to occur of each Facility the Funding Date for the Tranche B Revolver Lender a Commitment FeeTerm Loans under the Delayed Draw Commitments (the “Delayed Draw Funding Date”) or the date of termination of the Delayed Draw Commitments, at a rate per annum equal to the Applicable Commitment Fee Rate for Facility Btotal amount of the Delayed Draw Commitments multiplied by 0.50% per annum, such commitment fees to be computed on the daily average basis of such Facility B Revolver Lender’s Unused Commitment for Facility B from the date hereof a 360-day year and to and including the Facility B Termination Date, be payable in arrears on each Quarterly Payment the earlier of the Delayed Draw Funding Date and on the Facility B Termination Date. All accrued Commitment Fees with respect to Facility A under this Section 2.07 shall be payable on the effective date of any termination of the obligations of the Facility A Lenders to make Facility A Loans hereunder, and all accrued Commitment Fees with respect to Facility B under this Section 2.07 shall be payable to each Facility B Revolver Lender on the effective date of any termination of its obligations to make Facility B Revolver Loans hereunder. The fees payable under this Section 2.07, once paid, shall not be refundable for any reasonDelayed Draw Commitments.

Commitment Fees. The Accruing from the date hereof until the Expiration Date, the Borrower agrees to pay (i) to the Administrative Agent for the account of each Facility A Lender according to its Ratable Share, a nonrefundable commitment fee (the "Commitment Fee, at a rate per annum ") equal to the Applicable Commitment Fee Rate for Facility A, (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) multiplied by the average daily average difference between the amount of (i) the Revolving Credit Commitments and (ii) the Revolving Facility Usage (provided however, that solely in connection with determining the share of each Lender in the Commitment Fee, the Revolving Facility Usage with respect to the portion of the Commitment Fee allocated to PNC shall include the full amount of the outstanding Swing Loans, and with respect to the portion of the Commitment Fee allocated by the Administrative Agent to all of the Lenders other than PNC, such portion of the Commitment Fee shall be calculated (according to each such Lender's Ratable Share) as if the Revolving Facility A Usage excludes the outstanding Swing Loans); provided, further, that any Commitment Fee accrued with respect to the Revolving Credit Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such Commitment Fee shall otherwise have been due and payable by the Borrower prior to such time; and provided further that no Commitment Fee shall accrue with respect to the Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender’s Unused . Subject to the proviso in the directly preceding sentence, all Commitment for Facility A from the date hereof to and including the Facility A Termination Date, Fees shall be payable in arrears on each Quarterly Payment Date and on the Facility A Termination Date and (ii) to the Administrative Agent for the account of each Facility B Revolver Lender a Commitment Fee, at a rate per annum equal to the Applicable Commitment Fee Rate for Facility B, on the daily average of such Facility B Revolver Lender’s Unused Commitment for Facility B from the date hereof to and including the Facility B Termination Date, payable in arrears on each Quarterly Payment Date and on the Facility B Termination Date. All accrued Commitment Fees with respect to Facility A under this Section 2.07 shall be payable on the effective date of any termination of the obligations of the Facility A Lenders to make Facility A Loans hereunder, and all accrued Commitment Fees with respect to Facility B under this Section 2.07 shall be payable to each Facility B Revolver Lender on the effective date of any termination of its obligations to make Facility B Revolver Loans hereunder. The fees payable under this Section 2.07, once paid, shall not be refundable for any reason.

Commitment Fees. The Accruing from the date hereof until the Expiration Date, the Borrower agrees to pay (i) to the Administrative Agent for the account of each Facility A Lender according to its Ratable Share, a nonrefundable commitment fee (the “Commitment Fee, at a rate per annum ”) equal to the Applicable Commitment Fee Rate for Facility A, (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) multiplied by the average daily average difference between the amount of (i) the Revolving Credit Commitments and (ii) the Revolving Facility Usage (provided however, that solely in connection with determining the share of each Lender in the Commitment Fee, the Revolving Facility Usage with respect to the portion of the Commitment Fee allocated to PNC shall include the full amount of the outstanding Swing Loans, and with respect to the portion of the Commitment Fee allocated by the Administrative Agent to all of the Lenders other than PNC, such Facility A portion of the Commitment Fee shall be calculated (according to each such Lender’s Unused Ratable Share) as if the Revolving Facility Usage excludes the outstanding Swing Loans); provided, further, that any Commitment for Facility A from Fee accrued with respect to the date hereof Revolving Credit Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and including unpaid at such time shall not be payable by the Facility A Termination DateBorrower so long as such Lender shall be a Defaulting Lender except to the extent that such Commitment Fee shall otherwise have been due and payable by the Borrower prior to such time; and provided further that no Commitment Fee shall accrue with respect to the Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Subject to the proviso in the directly preceding sentence, all Commitment Fees shall be payable in arrears on each Quarterly Payment Date and on Date. The Applicable Commitment Fee Rate shall be recomputed as of the Facility A Termination Date and (ii) to the Administrative Agent for the account end of each fiscal quarter ending after the Closing Date by dividing the Revolving Facility B Revolver Lender a Commitment Fee, at a rate per annum equal to Usage by the Revolving Credit Commitments of the Lenders as of such quarter end. Any increase or decrease in the Applicable Commitment Fee Rate for Facility B, computed as of a quarter end shall be effective on the daily average date on which the Compliance Certificate evidencing such computation is due to be delivered under Section 8.3.3 [Certificate of Borrower]. If a Compliance Certificate is not delivered when due in accordance with such Facility B Revolver Lender’s Unused Section 8.3.3, then the Applicable Commitment for Facility B from Fee Rate shall be 0.35% as of the first Business Day after the date hereof on which such Compliance Certificate was required to have been delivered and including shall remain in effect until the Facility B Termination Date, payable in arrears date on each Quarterly Payment Date and on the Facility B Termination Date. All accrued Commitment Fees with respect to Facility A under this Section 2.07 shall be payable on the effective date of any termination of the obligations of the Facility A Lenders to make Facility A Loans hereunder, and all accrued Commitment Fees with respect to Facility B under this Section 2.07 shall be payable to each Facility B Revolver Lender on the effective date of any termination of its obligations to make Facility B Revolver Loans hereunder. The fees payable under this Section 2.07, once paid, shall not be refundable for any reasonwhich such Compliance Certificate is delivered.

Commitment Fees. The Borrower agrees Accruing from the Fourth Restatement Effective Date until the Expiration Date applicable to the Revolving Credit Commitments(without regard to whether the conditions to making Revolving Credit Loans are then met), the Borrowers agree to pay (i) to the Administrative Agent for the account of each Facility A Lender with a Revolving Credit Commitment according to its Ratable Share, a nonrefundable commitment fee (the “Commitment Fee, at a rate per annum ”) equal to the Applicable Commitment Fee Rate for Facility A, (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) multiplied by the average daily average difference between the amount of (i) the Revolving Credit Commitments and (ii) the amount of the Dollar Equivalent Revolving Facility Usage (provided, however, that solely in connection with determining the share of each Lender in the Commitment Fee, the Dollar Equivalent Revolving Facility Usage with respect to the portion of the Commitment Fee allocated to PNC shall include the full amount of the outstanding Swing Loans, and with respect to the portion of the Commitment Fee allocated by the Administrative Agent to all of the Lenders other than PNC, such Facility A portion of the Commitment Fee shall be calculated (according to each such Lender’s Unused Ratable Share) as if the Dollar Equivalent Revolving Facility Usage excludes the outstanding Swing Loans); provided, further, that any Commitment for Facility A from Fee accrued with respect to the date hereof Revolving Credit Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and including unpaid at such time shall not be payable by the Facility A Termination DateBorrowers so long as such Lender shall be a Defaulting Lender except to the extent that such Commitment Fee shall otherwise have been due and payable by the Borrowers prior to such time; and provided, further that no Commitment Fee shall accrue with respect to the Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Subject to the proviso in the directly preceding sentence, all Commitment Fees shall be payable quarterly in arrears on each Quarterly Payment Date and on the Facility A Termination Expiration Date and (ii) applicable to the Administrative Agent for the account of each Facility B Revolver Lender a Commitment Fee, at a rate per annum equal to the Applicable Commitment Fee Rate for Facility B, on the daily average of such Facility B Revolver Lender’s Unused Commitment for Facility B from the date hereof to and including the Facility B Termination Date, payable in arrears on each Quarterly Payment Date and on the Facility B Termination Date. All accrued Commitment Fees with respect to Facility A under this Section 2.07 shall be payable on the effective date of any termination Revolving Credit Commitments or upon acceleration of the obligations of the Facility A Lenders to make Facility A Loans hereunder, and all accrued Commitment Fees with respect to Facility B under this Section 2.07 shall be payable to each Facility B Revolver Lender on the effective date of any termination of its obligations to make Facility B Revolver Loans hereunder. The fees payable under this Section 2.07, once paid, shall not be refundable for any reasonin U.S. Dollars.

Commitment Fees. The In consideration of the Revolving Committed Amount, Tranche A Term Loan Committed Amount and Tranche B Term Loan Committed Amount being made available by the Lenders hereunder, the Borrower agrees to pay (i) to the Administrative Agent Agent, for the account pro rata benefit of each Facility applicable Lender (based on each Lender's Revolving Loan Commitment Percentage of the Revolving Committed Amount, Tranche A Lender Term Loan Commitment Percentage of the Tranche A Term Loan Committed Amount and Tranche B Term Loan Commitment Percentage of the Tranche B Term Loan Committed Amount, as applicable), a Commitment Fee, at a rate per annum fee equal to the Applicable Percentage for Commitment Fee Rate for Facility A, Fees multiplied by the applicable Unused Commitment (the "Commitment Fees"). The Commitment Fees accrued prior to the Closing Date shall be paid on the daily average Effective Date and future Commitment Fees shall commence to accrue on the Effective Date to and excluding (i) with respect to the Revolving Committed Amount, the earlier of such Facility A Lender’s Unused Commitment for Facility A from the Revolving Loan Maturity Date or the date hereof on which the Revolving Committed Amount is terminated (ii) with respect to the Tranche A Term Loan, the earlier of the Subordinated Notes Call Date and including December 31, 1997 and (iii) with respect to the Facility A Termination DateTranche B Term Loan, the last of the two Tranche B Term Loan Funding Dates, and shall be due and payable in arrears on each Quarterly Payment Date and on the Facility A Termination Date and (ii) to the Administrative Agent for the account last day of each Facility B Revolver Lender a Commitment Fee, at a rate per annum equal to the Applicable Commitment Fee Rate for Facility B, on the daily average of such Facility B Revolver Lender’s Unused Commitment for Facility B from the date hereof to and including the Facility B Termination Date, payable in arrears on each Quarterly Payment Date and on the Facility B Termination Date. All accrued Commitment Fees with respect to Facility A under this Section 2.07 shall be payable on the effective date of any termination of the obligations of the Facility A Lenders to make Facility A Loans hereunder, and all accrued Commitment Fees with respect to Facility B under this Section 2.07 shall be payable to each Facility B Revolver Lender on the effective date of any termination of its obligations to make Facility B Revolver Loans hereunder. The fees payable under this Section 2.07, once paid, shall not be refundable for any reason.each

Commitment Fees. The (i) Borrower agrees to pay (i) to Administrative Agent, for distribution to each Revolving Lender in proportion to that Lender’s Pro Rata Share of the Administrative Agent Revolving Loan Commitments, commitment fees for the account of each Facility A Lender a period from and including the Closing Date to and excluding the Revolving Loan Commitment Fee, at a rate per annum Termination Date equal to the Applicable average of the daily excess of the Revolving Loan Commitments over the Total Utilization of Revolving Loan Commitments (but not any outstanding Swing Line Loans) multiplied by the Commitment Fee Rate for Facility APercentage, such commitment fees to be calculated on the daily average basis of such Facility a 360-day year and the actual number of days elapsed and to be payable quarterly in arrears on the last Business Day of each March, June, September and December of each year commencing on September 28, 2007, and on the Revolving Loan Commitment Termination Date. (ii) Borrower agrees to pay to Administrative Agent, for distribution to each Lender having a Delayed Draw Term Loan A Commitment in proportion to that Lender’s Unused Commitment Pro Rata Share of the Delayed Draw Term Loan A Commitments, commitment fees for Facility A the period from the date hereof to and including the Facility Closing Date to and excluding the Delayed Draw Term Loan A Commitment Termination DateDate equal to any undrawn portion of the Delayed Draw Term Loan A Commitments multiplied by 0.50% per annum, such commitment fees to be calculated on the basis of a 360-day year and the actual number of days elapsed and to be payable quarterly in arrears on the last Business Day of each Quarterly Payment Date March, June, September and December of each year commencing on September 28, 2007, and on the Facility Delayed Draw Term Loan A Commitment Termination Date Date. (iii) Upon delivery of the Margin Determination Certificate by Borrower to Administrative Agent pursuant to subsection 6.1(xix), the Commitment Fee Percentage shall automatically be adjusted in accordance with such Margin Determination Certificate, such adjustment to become effective on the next succeeding Margin Reset Date; provided that at any time a Margin Determination Certificate is not delivered at the time required pursuant to subsection 6.1(xix), from the time such Margin Determination Certificate was required to be delivered until delivery of such Margin Determination Certificate, the Commitment Fee Percentage shall be 0.500%, and if a Margin Determination Certificate erroneously indicates an applicable margin (x) more favorable to Borrower than should be afforded by the actual calculation of the Consolidated Total Leverage Ratio, Borrower shall promptly pay additional commitment fees to correct for such error and (iiy) less favorable to Borrower than should be afforded by the actual calculation of the Consolidated Total Leverage Ratio, Borrower shall be afforded a credit against future payments of commitment fees on Revolving Loans in an amount equal to any excess so paid (but in no event shall such credit be offset against the principal amount of any Revolving Loans or any other Obligations of Borrower or its Restricted Subsidiaries or be required to be paid by the Revolving Lenders in cash) to correct for such error; provided that in the case of this clause (y), such credit shall only be available to Borrower for any such excess commitment fees paid during the 90 day period prior to Administrative Agent for the account of each Facility B Revolver Lender a Commitment Fee, at a rate per annum equal to the Applicable Commitment Fee Rate for Facility B, on the daily average receiving written notice from Borrower of such Facility B Revolver Lender’s Unused Commitment for Facility B from an error and such credit shall only be available against the date hereof to and including the Facility B Termination Date, payable in arrears on each Quarterly Payment Date and on the Facility B Termination Date. All accrued Commitment Fees with respect to Facility A under this Section 2.07 shall be payable on the effective date of any termination of the obligations of the Facility A Lenders to make Facility A Loans hereunder, and all accrued Commitment Fees with respect to Facility B under this Section 2.07 shall be commitment fees payable to each Facility B Revolver Lender on Revolving Lenders who received such excess commitment fees (and in any event in an amount no greater than the effective date of any termination of its obligations to make Facility B Revolver Loans hereunder. The fees payable under this Section 2.07, once paid, shall not be refundable for any reasonexcess so received by such Revolving Lenders).

Commitment Fees. The Borrower agrees Accruing from the date hereof until the Expiration Date, the Borrowers agree to pay (i) to the Administrative Agent for the account of each Facility A Lender according to its Ratable Share, a nonrefundable commitment fee (the "Commitment Fee, at a rate per annum ") equal to the Applicable Commitment Fee Rate for Facility A, (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) multiplied by the average daily average difference between the amount of (i) the Revolving Credit Commitments and (ii) the Revolving Facility Usage (provided however, that solely in connection with determining the share of each Lender in the Commitment Fee, the Revolving Facility Usage with respect to the portion of the Commitment Fee allocated to PNC shall include the full amount of the outstanding Swing Loans, and with respect to the portion of the Commitment Fee allocated by the Administrative Agent to all of the Lenders other than PNC, such portion of the Commitment Fee shall be calculated (according to each such Lender's Ratable Share) as if the Revolving Facility A Usage excludes the outstanding Swing Loans); provided, further, that any Commitment Fee accrued with respect to the Revolving Credit Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that such Commitment Fee shall otherwise have been due and payable by the Borrowers prior to such time; and provided further that no Commitment Fee shall accrue with respect to the Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender’s Unused . Subject to the proviso in the directly preceding sentence, all Commitment for Facility A from the date hereof to and including the Facility A Termination Date, Fees shall be payable in arrears on each Quarterly Payment Date and on the Facility A Termination Date and (ii) to the Administrative Agent for the account of each Facility B Revolver Lender a Commitment Fee, at a rate per annum equal to the Applicable Commitment Fee Rate for Facility B, on the daily average of such Facility B Revolver Lender’s Unused Commitment for Facility B from the date hereof to and including the Facility B Termination Date, payable in arrears on each Quarterly Payment Date and on the Facility B Termination Date. All accrued Commitment Fees with respect to Facility A under this Section 2.07 shall be payable on the effective date of any termination of the obligations of the Facility A Lenders to make Facility A Loans hereunder, and all accrued Commitment Fees with respect to Facility B under this Section 2.07 shall be payable to each Facility B Revolver Lender on the effective date of any termination of its obligations to make Facility B Revolver Loans hereunder. The fees payable under this Section 2.07, once paid, shall not be refundable for any reason.

Commitment Fees. The Borrower agrees to pay (i) BioReliance shall pay to the Administrative Agent for the account of each Facility A Lender holding a Commitment FeeRevolving Commitment, at in accordance with its Pro Rata Share, a rate per annum commitment fee equal to the product of (A) the Applicable Commitment Fee Rate for Facility A, on times (B) the actual daily average amount by which the Aggregate Revolving Commitments exceed the sum of such Facility A Lender’s Unused Commitment for Facility A (1) the Outstanding Amount of Revolving Loans plus (2) the Outstanding Amount of L/C Obligations. Such commitment fee shall accrue at all times from the date hereof to and including Closing Date through the Facility A Termination Revolving Loan Maturity Date, including at any time during which one or more of the conditions in Article V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each Quarterly Payment Date March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Facility A Termination Date Revolving Loan Maturity Date. Such 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. (ii) BioReliance shall pay to the Administrative Agent for the account of each Facility B Revolver Lender holding a Commitment FeeDomestic Term Loan Commitment, at in accordance with its Pro Rata Share, a rate per annum commitment fee equal to the product of (A) the Applicable Commitment Fee Rate for Facility times (B, on ) the actual daily average amount by which the Aggregate Domestic Term Loan Commitments exceed the Outstanding Amount of such Facility B Revolver Lender’s Unused Commitment for Facility B the Domestic Term Loan. Such commitment fee shall accrue at all times from the date hereof to and including Closing Date through the Facility B Termination Initial Funding Date, including at any time during which one or more of the conditions in Article V is not met, and shall be due and payable in arrears on each Quarterly Payment the earlier of (1) the Initial Funding Date and on (2) the Facility B Termination Date. All accrued Commitment Fees with respect to Facility A under this Section 2.07 shall be payable on the effective date of any termination of the obligations Domestic Term Loan Commitments. (iii) The Foreign Borrower shall pay to the Administrative Agent for the account of each Lender holding a Foreign Term Loan Commitment, in accordance with its Pro Rata Share, a commitment fee equal to the product of (A) the Applicable Rate times (B) the actual daily amount by which the Aggregate Foreign Term Loan Commitments exceed the Outstanding Amount of the Facility A Lenders to make Facility A Loans hereunderForeign Term Loan. Such commitment fee shall accrue at all times from the Closing Date through the Initial Funding Date, including at any time during which one or more of the conditions in Article V is not met, and all accrued Commitment Fees with respect to Facility B under this Section 2.07 shall be due and payable to each Facility B Revolver Lender in arrears on the effective earlier of (1) the Initial Funding Date and (2) the date of any termination of its obligations to make Facility B Revolver Loans hereunder. The fees payable under this Section 2.07, once paid, shall not be refundable for any reasonthe Foreign Term Loan Commitments.

Commitment Fees. The Parent Borrower agrees to shall pay (i) to the Administrative Agent for the account of (wv) each Facility Delayed Draw Term A Lender in accordance with its Delayed Draw Term A Commitment Percentage, a Commitment Fee, at a rate per annum commitment fee equal to the Applicable Commitment Fee Rate times the actual daily aggregate amount of Delayed Draw Term A Commitments (the “Delayed Draw Commitment Fee”), (xw) each Dollar Revolving Lender in accordance with its Dollar Revolving Commitment Percentage, a commitment fee equal to the Commitment Fee Rate times the actual daily amount by which the Aggregate Dollar Revolving Committed Amount exceeds the sum of (i) the Outstanding Amount of Dollar Revolving Loans (but not, for Facility Athe avoidance of doubt, on the daily average of such Facility A Lender’s Unused Commitment for Facility A from the date hereof to and including the Facility A Termination Date, payable in arrears on each Quarterly Payment Date and on the Facility A Termination Date any Swingline Loans) and (ii) the Outstanding Amount of Dollar Facility L/C Obligations, (yx) each Limited Currency Revolving Lender in accordance with its Limited Currency Revolving Commitment Percentage, a commitment fee equal to the Administrative Agent for Commitment Fee Rate times the account actual daily amount by which the Aggregate Limited Currency Revolving Committed Amount exceeds the sum of (i) the Outstanding Amount of Limited Currency Revolving Loans and (ii) the Outstanding Amount of Limited Currency Facility L/C Obligations and, (zy) each Facility B Revolver Multicurrency Revolving Lender in accordance with its Multicurrency Revolving Commitment Percentage, a commitment fee equal to the Commitment Fee Rate times the actual daily amount by which the Aggregate Multicurrency Revolving Committed Amount exceeds the Outstanding Amount of Multicurrency Revolving Loans other than Fronted Currency Loans (suchthe fees in clauses (xw), (x) and (y) and (z), collectively, the) collectively, the “Original Revolving Commitment Fees”) and (z) each 2020-1 Incremental Revolving Lender in accordance with its 2020-1 Incremental Revolving Commitment Percentage, a commitment fee equal to the 2020-1 Incremental Revolving Commitment Fee Rate times the actual daily amount by which the Aggregate 2020-1 Incremental Revolving Committed Amount exceeds the Outstanding Amount of 2020-1 Incremental Revolving Loans (the fees in clause (z), the “2020-1 Incremental Revolving Commitment Fees”; the Original Revolving Commitment Fees and 2020-1 Incremental Revolving Commitment Fees are referred to collectively as the “Revolving Commitment Fees” and, together with the Delayed Draw Commitment Fee, at a rate per annum equal to the Applicable “Commitment Fees”). The Delayed Draw Commitment Fee Rate for Facility B, on the daily average of such Facility B Revolver Lender’s Unused Commitment for Facility B shall accrue from the date hereof to and including the Facility B 61st day following the Amendment No. 6 Effective Date, and shall be due and payable quarterly in arrears (A) on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the 61st day following the Amendment No. 6 Effective Date and (B) on the Delayed Draw Term A Commitment Termination Date. The Original Revolving Commitment Fees shall accrue from and including the Amendment No. 6 Effective Date, and and the 2020-1 Revolving Commitment Fees shall accrue from and including the Amendment No. 7 Effective Date, and the Revolving Commitment Fees shall be due and payable quarterly in arrears on the last Business Day of each Quarterly Payment Date March, June, September and December (and shall be due and payable on the Facility B Amendment No. 6 Effective Date as set forth in the next sentence), commencing with the first such date to occur after the Amendment No. 6 Effective Date (in the case of the Original Revolving Commitment Fees) and the first such date to occur after the Amendment No. 7 Effective Date (in the case of the 2020-1 Incremental Revolving Commitment Fees); provided that all outstanding Revolving Commitment Fees shall be due and payable on the Revolving Termination Date. All The Parent Borrower shall pay all accrued and unpaid Commitment Fees with respect to Facility A that shall have accrued under this Section 2.07 shall be payable Agreement prior to giving effect to Amendment No. 6 on the effective date of any termination of Amendment No. 6 Effective Date (the obligations of the Facility A Lenders to make Facility A Loans hereunder, and all accrued “Accrued Commitment Fees with respect to Facility B under this Section 2.07 shall be payable to each Facility B Revolver Lender on the effective date of any termination of its obligations to make Facility B Revolver Loans hereunder. The fees payable under this Section 2.07, once paid, shall not be refundable for any reasonFees”).

Commitment Fees. The As consideration of the Commitment, and Lender agreeing to make the Loans to SPE Subsidiaries formed by the Borrower Sponsors as contemplated hereunder, Borrower agrees as follows: (a) With respect to each Loan, Borrower Sponsors agree to pay an Exit Fee to Lender on the EF Payment Date. As used herein “Exit Fee” shall mean a fee equal to 1% of the original principal amount of the applicable Loan, and “EF Payment Date” means the date that a Borrower Sponsor or an SPE Subsidiary enters into a loan agreement or other financing arrangement with a third-party lender unaffiliated with Lender for a commercial mortgage backed securities transaction, which commercial mortgage backed securities transaction is secured (in whole or part) by a Property that has previously secured such applicable Loan. The Exit Fee is earned in full on the date that Lender makes a Loan, provided that Lender agrees to defer the payment of the Exit Fee until the EF Payment Date, and provided further that (i) to if the Administrative Agent for the account of each Facility A Lender a Commitment Fee, at a rate per annum equal to the Applicable Commitment Fee Rate for Facility A, on the daily average of such Facility A Lender’s Unused Commitment for Facility A from EF Payment Date does not occur within 18 months following the date hereof that Borrower or SPE Subsidiary repays a Loan associated with a Property in full, then Lender shall waive and have no further right to receive the Exit Fee with respect to such Loan and including the Facility A Termination DateProperty only, payable in arrears on each Quarterly Payment Date and on the Facility A Termination Date and (ii) no Exit Fee shall be due if a Loan is refinanced through Lender or an Affiliate of Lender or through financing other than a securitized financing transaction, and (iii) no Exit Fee shall be due if a Borrower Sponsor or the SPE Subsidiary provides Lender with a Right of First Refusal, and Lender fails to timely offer a securitized lending arrangement (from Lender or its Affiliate) to Borrower Sponsor or the Administrative Agent for SPE Subsidiary on like or better material business terms than those offered by the account prospective third-party lender. The obligation to pay the Exit Fee is personal to Borrower Sponsors (and their Affiliates, including, without limitation, SPE Subsidiaries) and does not run with the land; upon a sale of each Facility B Revolver a Property to a third party that is unaffiliated with Borrower Sponsors, Lender a Commitment Fee, at a rate per annum equal shall have no further right to collect the Applicable Commitment Exit Fee Rate for Facility B, on the daily average of such Facility B Revolver Lender’s Unused Commitment for Facility B from the date hereof to and including the Facility B Termination Date, payable in arrears on each Quarterly Payment Date and on the Facility B Termination Date. All accrued Commitment Fees with respect to Facility A under this Section 2.07 shall be payable on the effective date of any termination of the obligations of the Facility A Lenders to make Facility A Loans hereunder, and all accrued Commitment Fees with respect to Facility B under this Section 2.07 shall be payable to each Facility B Revolver Lender on the effective date of any termination of its obligations to make Facility B Revolver Loans hereunder. The fees payable under this Section 2.07, once paid, shall not be refundable for any reasontransferred Property.

Commitment Fees. The Borrower agrees to pay (i) The Company shall pay to the Administrative Agent for the account of each Facility A Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, a commitment fee (the “Revolver Commitment Fee, at a rate per annum ”) in Dollars equal to the Applicable Rate with respect to the “Revolver Commitment Fee Rate for Fee” (as specified in the definition of “Applicable Rate”) times the actual daily amount by which the Revolving Credit Facility A, on exceeds the daily average sum of such Facility A Lender’s Unused Commitment for Facility A from (i) the date hereof to and including the Facility A Termination Date, payable in arrears on each Quarterly Payment Date and on the Facility A Termination Date Outstanding Amount of Revolving Credit Loans and (ii) the Outstanding Amount of L/C Obligations under the Revolving Credit Facility, subject to adjustment as provided in Section 2.18. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Revolving Credit Commitments for purposes of determining the Revolver Commitment Fee. The Revolver Commitment Fee shall accrue at all times during the relevant Availability Period for the Revolving Credit Facility, 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 Credit Facility. The Revolver 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. (ii) The Company shall pay to the Administrative Agent for the account of each Facility B Revolver Term A US Lender in accordance with its Term A US Commitment, a commitment fee (the “Term A US Commitment Fee, at a rate ”) in Dollars equal to 0.25% per annum equal to times the Applicable actual daily unused portion of the Term A US Commitment of such Lender. The Term A US Commitment Fee Rate shall accrue at all times during the Availability Period for the Term A US Facility Bincluding at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable on the daily average of such each Term A US Facility B Revolver Lender’s Unused Commitment for Facility B from Draw Date and the date hereof to and including the Facility B Termination Date, payable in arrears on each Quarterly Payment Date and on the Facility B Termination Date. All accrued Commitment Fees with respect to Facility A under this Section 2.07 shall be payable on the effective date of any termination of the obligations of Availability Period for the Facility Term A Lenders to make Facility A Loans hereunder, and all accrued Commitment Fees with respect to Facility B under this Section 2.07 shall be payable to each Facility B Revolver Lender on the effective date of any termination of its obligations to make Facility B Revolver Loans hereunder. The fees payable under this Section 2.07, once paid, shall not be refundable for any reasonUS Facility.

Commitment Fees. The Borrower agrees to pay (i) to each Lender, through the Administrative Agent for the account of each Facility A Lender a Commitment FeeAgent, at a rate per annum equal to the Applicable Commitment Fee Rate for Facility A, on the daily average of such Facility A Lender’s Unused Commitment for Facility A from the date hereof to and including the Facility A Termination Date, payable in arrears on each Quarterly Payment Date and on the Facility A Termination Date and (ii) to the Administrative Agent for the account of each Facility B Revolver Lender a Commitment Fee, at a rate per annum equal to the Applicable Commitment Fee Rate for Facility B, on the daily average of such Facility B Revolver Lender’s Unused Commitment for Facility B from the date hereof to and including or the Facility B Termination Date, as applicable, in immediately available funds, a commitment fee (a "Commitment Fee") calculated on both the unused Facility A Commitment and the unused Facility B Commitment by multiplying the applicable percentage (the "Commitment Fee Percentage") set forth below by the average daily unused portion of the Facility A Commitment and the Facility B Commitment of such Lender, as applicable, during the preceding quarter (or shorter period commencing with the date hereof and/or ending with the Facility A Termination Date or the Facility B Termination Date, as applicable): Borrower's Senior Unsecured Commitment Fee Percentage Long-Term Debt Rating --------------------------------------------------------------------------- A or A2 or better .065 percent A- or A3 .08 percent BBB+ or Baa1 .10 percent BBB or Baa2 .125 percent below BBB or Baa2 .15 percent --------------------------------------------------------------------------- Notwithstanding the foregoing, the Commitment Fee Percentage from the date hereof until completion of the primary general syndication of the Loans shall be .10 percent so long as the Borrower's Senior Unsecured Long-Term Debt Rating is BBB or Baa2 or better. All Commitment Fees shall be computed by the Administrative Agent on the basis of the actual number of days elapsed in a year of 365 days, and shall be conclusive and binding for all purposes, absent manifest error. The Commitment Fee due to each Lender shall commence to accrue on the date hereof and shall cease to accrue on the earlier of the Facility A Termination Date or the Facility B Termination Date, as applicable, and the termination of the Facility A Commitment or Facility B Commitment, as applicable, of such Lender as provided herein. No Commitment Fee shall be payable in arrears on each Quarterly Payment Date and on the Facility B Commitment after the Facility B Termination Date. All accrued Commitment Fees with respect Notwithstanding the foregoing, in no event shall any Lender be permitted to Facility A under this Section 2.07 shall be payable on the effective date of receive any termination compensation hereunder constituting interest in excess of the obligations of the Facility A Lenders to make Facility A Loans hereunder, and all accrued Commitment Fees with respect to Facility B under this Section 2.07 shall be payable to each Facility B Revolver Lender on the effective date of any termination of its obligations to make Facility B Revolver Loans hereunder. The fees payable under this Section 2.07, once paid, shall not be refundable for any reasonHighest Lawful Rate.

Commitment Fees. The Borrower agrees to pay (ia) to During the Administrative Agent for the account of each Facility A Lender a Commitment Fee, at a rate per annum equal to the Applicable Commitment Fee Rate for Facility A, on the daily average of such Facility A Lender’s Unused Commitment for Facility A period from the date hereof to and including of this Loan Agreement until the Facility A Approval Period Termination Date, payable the Commitment Fee shall be an annual fee determined in arrears on each Quarterly Payment Date and on the Facility A Termination Date and (ii) to the Administrative Agent advance for the account of each Facility B Revolver applicable annual period. The Borrower shall pay to Lender a Commitment Fee, at a rate per annum equal to the Applicable annual Commitment Fee Rate for Facility Beach annual period in which the Commitment Fee is required to be paid; provided, on however, that the daily average Lender agrees that the Borrower may pay such annual Commitment Fee in advance in equal quarterly installments; provided further, however, that the fact that the Commitment Fee may be paid in quarterly installments does not alter the character of such Facility B Revolver Lender’s Unused the Commitment Fee as an annual fee, payable for Facility B the applicable annual period. During the period from the date hereof to and including of this Loan Agreement through the Facility B Approval Period Termination Date, on January 1, April 1, July 1 and October 1 of each year, the Borrower shall pay the quarterly installment of the Commitment Fee due with respect to the applicable annual period. (b) On and after the Approval Period Termination Date, the Commitment Fee shall be a semi-annual fee determined in advance for the applicable semi-annual period. The Borrower shall pay to Lender the semi-annual Commitment Fee for each semi-annual period in which the Commitment Fee is required to be paid; provided, however, that the Lender agrees that the Borrower may pay such semi-annual Commitment Fee in advance in equal quarterly installments; provided further, however, that the fact that the Commitment Fee may be paid in quarterly installments does not alter the character of the Commitment Fee as a semi-annual fee, payable in arrears on each Quarterly Payment Date for the applicable semi-annual period. On and after the Approval Period Termination Date, the Commitment Fee shall be paid as follows: (1) The initial quarterly installment of the Commitment Fee shall be paid on the Facility B Approval Period Termination Date. All accrued Amended and Restated Loan Agreement – Xxxxxxx Xxxx Homes, Inc. (2) On January 1, April 1, July 1 and October 1 of each year commencing with the first such date after the Approval Period Termination Date, the Borrower shall pay the quarterly installment of the Commitment Fees Fee due with respect to Facility A the applicable semi-annual fee. (c) If Borrower fails to pay any Commitment Fee as required under this Section 2.07 2.4 in a timely manner, Borrower hereby authorizes Lender to disburse to itself proceeds of the Loan to pay such Commitment Fee. Lender in its sole discretion (but without any obligation to do so) may make such disbursements notwithstanding the existence of an Event of Default or Potential Default. Such disbursements shall be payable on added to the effective date of any termination outstanding principal balance of the obligations Loan. The authorization hereby granted is irrevocable, and no further direction or authorization from Borrower is necessary for Lender to make such disbursements. If Lender disburses to itself Loan proceeds to pay itself a Commitment Fee without first having received a request from Borrower to make such a disbursement, then Lender shall send to Borrower a statement that shows the amount of Loan proceeds disbursed to pay such Commitment Fee and an explanation of Lender’s calculation of the Facility A Lenders to make Facility A Loans hereunder, and all accrued Commitment Fees with respect to Facility B under this Section 2.07 shall be payable to each Facility B Revolver Lender on the effective date of any termination of its obligations to make Facility B Revolver Loans hereunder. The fees payable under this Section 2.07, once paid, shall not be refundable for any reasonamount thereof.

Commitment Fees. The Borrower agrees to pay (i) With respect to the 2014 Revolving Credit Facility, the Parent Borrower shall pay to the Administrative Agent for the account of each Facility A 2014 Revolving Credit Lender in accordance with its Pro Rata Share, a Commitment Fee, at a rate per annum commitment fee equal to the Applicable Rate with respect to commitment fees times the actual daily amount by which the aggregate 2014 Revolving Credit Commitment Fee Rate for Facility exceeds the sum of (A) the Outstanding Amount of 2014 Revolving Credit Loans and (B) the Outstanding Amount of L/C Obligations under the 2014 Revolving Credit Facility; provided that any commitment fee accrued with respect to the 2014 Revolving Credit Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Parent Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Parent Borrower prior to such time; provided, further, that no commitment fee shall accrue on the daily average 2014 Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fees for the 2014 Revolving Credit Facility A Lender’s Unused Commitment for Facility A shall accrue at all times from the date hereof to and including Closing Date until the Facility A Termination 2014 Revolving Commitment Maturity Date, including at any time during which one or more of the conditions in Article 4 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each Quarterly Payment Date March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Facility A Termination Maturity Date for such 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. (ii) With respect to the 2016 Revolving Credit Facility, the Parent Borrower shall pay to the Administrative Agent for the account of each Facility B Revolver 2016 Revolving Credit Lender in accordance with its Pro Rata Share, a Commitment Fee, at a rate per annum commitment fee equal to the Applicable Rate with respect to commitment fees times the actual daily amount by which the aggregate 2016 Revolving Credit Commitments exceeds the sum of (A) the Outstanding Amount of 2016 Revolving Credit Loans and (B) the Outstanding Amount of L/C Obligations under the 2016 Revolving Credit Facility; provided that any commitment fee accrued with respect to the 2016 Revolving Credit Commitment Fee Rate for Facility Bof a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Parent Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Parent Borrower prior to such time; provided, further, that no commitment fee shall accrue on the daily average 2016 Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee for the 2016 Revolving Credit Facility B Revolver Lender’s Unused Commitment for Facility B shall accrue at all times from the date hereof to and including Amendment Effective Date until the Facility B Termination 2016 Revolving Commitment Maturity Date, including at any time during which one or more of the conditions in Article 4 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each Quarterly Payment Date March, June, September and December, commencing with the first such date to occur after the Amendment Effective Date, and on the Facility B Termination 2016 Revolving Commitment Maturity Date. All accrued Commitment Fees with respect to Facility A under this Section 2.07 The commitment fee shall be payable on the effective date of any termination of the obligations of the Facility A Lenders to make Facility A Loans hereundercalculated quarterly in arrears, and all accrued Commitment Fees with respect to Facility B under this Section 2.07 if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be payable to computed and multiplied by the Applicable Rate separately for each Facility B Revolver Lender on the effective date of any termination of its obligations to make Facility B Revolver Loans hereunder. The fees payable under this Section 2.07, once paid, shall not be refundable for any reasonperiod during such quarter that such Applicable Rate was in effect.

Commitment Fees. The During the period from and including the date of execution and delivery of this Agreement to but excluding the last day of the Revolving Loan Availability Period, the Borrower agrees to shall pay (i) to the Administrative Agent for the account of each Facility A Lender the Lenders ratably in proportion to their Revolving Loan Commitments a Commitment Fee, commitment fee at a rate per annum equal to the Applicable Commitment Fee Rate for Facility A, on the daily average amount by which the aggregate amount of such Facility A Lender’s Unused Commitment for Facility A the Revolving Loan Commitments exceeds the sum of the Letter of Credit Exposure and the aggregate outstanding principal amount of the Revolving Loans. During the period from the date hereof to and including the Facility A Termination Datedate of execution and delivery of this Agreement to but excluding the last day of the Term Loan Availability Period, payable in arrears on each Quarterly Payment Date and on the Facility A Termination Date and (ii) Borrower shall pay to the Administrative Agent for the account of each Facility B Revolver Lender the Lenders ratably in proportion to their Term Commitments a Commitment Fee, commitment fee at a rate per annum equal to the Applicable Commitment Fee Rate for Facility Bon the average daily amount of the remaining Term Commitments. If the rate at which the commitment fee accrues shall change, on the daily average of amount referred to above shall be determined separately for the periods before and after such Facility B Revolver Lender’s Unused Commitment for Facility B change. All such commitment fees shall accrue from the date hereof to and including the Facility B Termination date of execution and delivery of this Agreement to but excluding, in the case of the Term Commitments, the last day of the Term Loan Availability Period, or, in the case of the Revolving Loan Commitments, the last day of the Revolving Loan Availability Period. Accrued commitment fees under this paragraph shall be calculated by the Agent as of the Effective Date, payable in arrears on as of each Quarterly Payment Date, in the case of the Term Commitments, as of the date of termination of the Term Commitments and, in the case of the Revolving Loan Commitments, as of the date of termination of the Revolving Loan Commitments in their entirety. The Agent shall make such calculation and notify the Borrower of the amount so calculated within three Domestic Business Days after each date as of which such calculation is so required, and such fees shall be payable by the Borrower upon receipt of such notice, except that commitment fees accrued prior to the Effective Date and on or any earlier termination of the Facility B Termination Date. All accrued Commitment Fees with respect to Facility A under this Section 2.07 Commitments shall be payable on the effective date of any termination of the obligations of the Facility A Lenders to make Facility A Loans hereunder, and all accrued Commitment Fees with respect to Facility B under this Section 2.07 shall be payable to each Facility B Revolver Lender on the effective date of any termination of its obligations to make Facility B Revolver Loans hereunder. The fees payable under this Section 2.07, once paid, shall not be refundable for any reasonsuch date.

Commitment Fees. The Borrower agrees to pay (i) The Borrower shall pay to the Administrative Agent for the ratable account of each Facility A Lender with a Revolving Commitment, on the last day of each March, June, September and December in each year and on the earlier of the Maturity Date or the date on which the Aggregate Revolving Commitment Feeshall terminate in full, at a rate per annum commitment fees ("REVOLVING COMMITMENT FEES") equal to the product of (A) the average of the daily EXCESS of the Aggregate Revolving Commitment from time to time in effect from and after the Effective Date, OVER the Total Revolver Utilization from time to time outstanding from and after the Effective Date, TIMES (B) the Applicable Commitment Fee Rate for Facility A, Percentage. The Revolving Commitment Fees shall begin to accrue on the daily average Effective Date and shall cease to accrue on the earlier of such Facility A Lender’s Unused Commitment for Facility A from the Maturity Date or the date hereof to and including on which the Facility A Termination Date, payable Aggregate Revolving Commitment shall terminate in arrears on each Quarterly Payment Date and on the Facility A Termination Date and full. (ii) The Borrower shall pay to the Administrative Agent for the ratable account of each Facility B Revolver Lender a Incremental Lender, on the last day of each March, June, September and December in each year and on the earlier of the Incremental Commitment FeeTermination Date or the date on which the Aggregate Incremental Commitment shall terminate in full, at a rate per annum commitment fees ("INCREMENTAL COMMITMENT FEES") equal to the product of (A) the average of the daily EXCESS of the Aggregate Incremental Commitment from time to time in effect from and after the Incremental Facility Effective Date, OVER the Total Incremental Utilization from time to time outstanding from and after the Incremental Facility Effective Date, TIMES (B) the Applicable Commitment Fee Rate for Percentage. The Incremental Commitment Fees shall begin to accrue on Incremental Facility B, Effective Date and shall cease to accrue on the daily average earlier of such Facility B Revolver Lender’s Unused the Incremental Commitment for Facility B from Termination Date or the date hereof to and including on which the Facility B Termination Date, payable Aggregate Incremental Commitment shall terminate in arrears on each Quarterly Payment Date and on the Facility B Termination Date. All accrued Commitment Fees with respect to Facility A under this Section 2.07 shall be payable on the effective date of any termination of the obligations of the Facility A Lenders to make Facility A Loans hereunder, and all accrued Commitment Fees with respect to Facility B under this Section 2.07 shall be payable to each Facility B Revolver Lender on the effective date of any termination of its obligations to make Facility B Revolver Loans hereunder. The fees payable under this Section 2.07, once paid, shall not be refundable for any reasonfull.

Commitment Fees. The Accruing from the date hereof until the Expiration Date, the Borrower agrees to pay (i) to the Administrative Agent for the account of each Facility A Lender according to its Ratable Share, a nonrefundable commitment fee (the “Commitment Fee, at a rate per annum ”) equal to the Applicable Commitment Fee Rate for Facility A, (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) multiplied by the daily average difference between the amount of: (i) the Revolving Credit Commitments and (ii) the Revolving Facility Usage (provided however, that solely in connection with determining the share of each Lender in the Commitment Fee, the Revolving Facility Usage with respect to the portion of the Commitment Fee allocated to PNC shall include the full amount of the outstanding Swing Loans, and with respect to the portion of the Commitment Fee allocated by the Administrative Agent to all of the Lenders other than PNC, such Facility A portion of the Commitment Fee shall be calculated (according to each such Lender’s Unused Ratable Share) as if the Revolving Facility Usage excludes the outstanding Swing Loans); provided, further, that any Commitment for Facility A from Fee accrued with respect to the date hereof Revolving Credit Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and including unpaid at such time shall not be payable by the Facility A Termination DateBorrower so long as such Lender shall be a Defaulting Lender except to the extent that such Commitment Fee shall otherwise have been due and payable by the Borrower prior to such time; and provided further that no Commitment Fee shall accrue with respect to the Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Subject to the proviso in the directly preceding sentence, all Commitment Fees shall be payable in arrears on each Quarterly Payment Date and on the Facility A Termination Date and (ii) to the Administrative Agent for the account of each Facility B Revolver Lender a Commitment Fee, at a rate per annum equal to the Applicable Commitment Fee Rate for Facility B, on the daily average of such Facility B Revolver Lender’s Unused Commitment for Facility B from the date hereof to and including the Facility B Termination Date, payable in arrears on each Quarterly Payment Date and on the Facility B Termination Date. All accrued Commitment Fees with respect to Facility A under this Section 2.07 shall be payable on the effective date of any termination of the obligations of the Facility A Lenders to make Facility A Loans hereunder, and all accrued Commitment Fees with respect to Facility B under this Section 2.07 shall be payable to each Facility B Revolver Lender on the effective date of any termination of its obligations to make Facility B Revolver Loans hereunder. The fees payable under this Section 2.07, once paid, shall not be refundable for any reason.

Commitment Fees. The Borrower agrees to shall pay (i) to the Administrative Agent for the account of each Facility A Lender the Appropriate Lenders (i) a Commitment Feeworking capital commitment fee, at a rate per annum equal to the Applicable Commitment Fee Rate for Facility A, on the daily average of such Facility A Lender’s Unused Commitment for Facility A from the date hereof in the case of each Initial Lender and from the effective date specified in the Assignment and Acceptance pursuant to and including which it became a Working Capital Lender in the Facility case of each other Working Capital Lender until the Term A Termination Date and (ii) an acquisition commitment fee, from the date hereof in the case of each Initial Lender and from the effective date specified in the Assignment and Acceptance pursuant to which it became an Acquisition Lender in the case of each other Acquisition Lender until the Acquisition Availability Date, and, in the case of clauses (i) and (ii), payable in arrears on the date of the Initial Extension of Credit hereunder, thereafter on each Quarterly Payment Date and on the Facility Term A Termination Date or the Acquisition Availability Date, respectively, at the Applicable Percentage in effect from time to time on the average daily unused portion of the Facilities (other than the Acquisition B Facility and (ii) the Term C Facility). In addition, the Borrower shall pay to the Administrative Agent for the account of each Facility the Acquisition B Revolver Lender a Commitment FeeLenders an acquisition commitment fee, at a rate per annum equal to the Applicable Commitment Fee Rate for Facility B, on the daily average of such Facility B Revolver Lender’s Unused Commitment for Facility B from the date hereof of Amendment No. 3 in the case of each Initial Acquisition B Lender and from the effective date specified in the Assignment and Acceptance pursuant to and including which it became an Acquisition B Lender in the Facility case of each other Acquisition B Lender until the Acquisition B Termination Date, payable in arrears on the Acquisition B Closing Date, thereafter on each Quarterly Payment Date and on the Facility Acquisition B Termination Date, at the Applicable Percentage in effect from time to time on the average daily unused portion of the Acquisition B Facility. All accrued Commitment Fees with respect In addition, the Borrower shall pay to Facility A under this Section 2.07 shall be payable on the Administrative Agent for the account of the Term C Lenders an acquisition commitment fee, from the date of Amendment No. 5 in the case of each Initial Term C Lender and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Term C Lender in the case of any termination each other Term C Lender until the Term C Termination Date, payable in arrears on the Amendment No. 5 Effective Date, thereafter on each Quarterly Payment Date and on the Term C Termination Date, at the Applicable Percentage in effect from time to time on the average daily unused portion of the obligations of the Facility A Lenders to make Facility A Loans hereunder, and all accrued Commitment Fees with respect to Facility B under this Section 2.07 shall be payable to each Facility B Revolver Lender on the effective date of any termination of its obligations to make Facility B Revolver Loans hereunder. The fees payable under this Section 2.07, once paid, shall not be refundable for any reasonTerm C Facility".

Commitment Fees. The Borrower agrees to pay (i) The Borrower shall pay to the Administrative Agent for the ratable account of each Facility A Lender with a Revolving Commitment, on the last day of each March, June, September and December in each year and on the earlier of the Maturity Date or the date on which the Aggregate Revolving Commitment Feeshall terminate in full, at a rate per annum commitment fees ("REVOLVING COMMITMENT FEES") equal to the product of (A) the average of the daily excess of the Aggregate Revolving Commitment from time to time in effect from and after the Effective Date, minus the Total Revolver Utilization from time to time outstanding from and after the Effective Date, TIMES (B) the Applicable Commitment Fee Rate for Facility A, Percentage. The Revolving Commitment Fees shall begin to accrue on the daily average Effective Date and shall cease to accrue on the earlier of such Facility A Lender’s Unused Commitment for Facility A from the Maturity Date or the date hereof to and including on which the Facility A Termination Date, payable Aggregate Revolving Commitment shall terminate in arrears on each Quarterly Payment Date and on the Facility A Termination Date and full. (ii) The Borrower shall pay to the Administrative Agent for the ratable account of each Facility B Revolver Lender a Commitment Fee, at a rate per annum equal to the Applicable Commitment Fee Rate for Facility BIncremental Lender, on the daily average last day of such Facility B Revolver Lender’s Unused Commitment for Facility B from the date hereof to each March, June, September and including the Facility B Termination Date, payable December in arrears on each Quarterly Payment Date year and on the Facility B earlier of the Incremental Commitment Termination Date. All accrued Date or the date on which the Aggregate Incremental Commitment shall terminate in full, Incremental Commitment Fees with respect based upon the daily average amount of the unutilized Incremental Commitments. Incremental Commitment Fees shall begin to Facility A under this Section 2.07 shall be payable accrue on the date on which the Incremental Facility shall become effective date of any termination hereunder and shall cease to accrue on the earlier of the obligations of Incremental Commitment Termination Date or the Facility A Lenders to make Facility A Loans hereunder, and all accrued date on which the Aggregate Incremental Commitment Fees with respect to Facility B under this Section 2.07 shall be payable to each Facility B Revolver Lender on the effective date of any termination of its obligations to make Facility B Revolver Loans hereunder. The fees payable under this Section 2.07, once paid, shall not be refundable for any reasonterminate in full.

Commitment Fees. (a) The Revolving Borrower agrees to pay (i) to the Administrative Agent for the account of each Facility A Lender a Commitment FeeLender, at a rate per annum equal for the period (including any portion thereof when any of its Commitments are suspended by reason of the Revolving Borrower's inability to the Applicable Commitment Fee Rate for Facility A, satisfy any condition of ARTICLE VI) commencing on the Original Effective Date and continuing through the final Revolving Commitment Termination Date, a commitment fee on such Lender's Percentage of the sum of the average daily unused portion of the Revolving Commitment Amount (as in effect from time to time since the Original Effective Date) calculated at the rates PER ANNUM determined from time to time for the Current Fiscal Quarter in accordance with the table set forth below in CLAUSE (c) and the Compliance Certificate delivered by the Revolving Borrower pursuant to CLAUSE (c) of SECTION 8.1.1. The amount of any outstanding Bid Loans and Swingline Loans shall be disregarded for purposes of calculating any Lender's Percentage of the average daily unused portion of the Revolving Commitment Amount in accordance with the preceding sentence except that, in determining such Percentage of the average daily unused portion for any such Lender for any day, the outstanding principal amount of any Bid Loans of such Facility A Lender’s Unused Lender on such day shall be subtracted from its Percentage of the unused portion of the Revolving Commitment Amount in effect on such day. (b) The determination of the commitment fee shall be based on the calculation of the Consolidated Funded Debt to Cash Flow Ratio set forth in the Compliance Certificate for Facility A the Preceding Quarter and shall apply from the date hereof to and including the Facility A Termination DateBusiness Day such Compliance Certificate is delivered until but excluding the Business Day the Compliance Certificate for the calendar quarter immediately following the Preceding Quarter is delivered. The Consolidated Funded Debt to Cash Flow Ratio for the period from the Restatement Effective Date to but excluding the Business Day the first Compliance Certificate is delivered hereunder shall be the latest Consolidated Funded Debt to Cash Flow Ratio determined under the Original Credit Agreement. Subject to the terms of SECTION 2.2.2 hereof, such commitment fees shall be payable by the Revolving Borrower in arrears on each Quarterly Payment Date Date, commencing on June 30, 1997, and on the Facility A Commitment Termination Date and shall be determined on the basis of a 360 day year. (iic) to The ratios set forth in the Administrative Agent table below are for the account of each Facility B Revolver Lender a Commitment Fee, at a rate per annum equal to the Applicable Commitment Fee Rate for Facility B, on the daily average of such Facility B Revolver Lender’s Unused Commitment for Facility B from the date hereof to and including the Facility B Termination Date, payable in arrears on each Quarterly Payment Date and on the Facility B Termination Date. All accrued Commitment Fees with respect to Facility A under this Section 2.07 shall be payable on the effective date of any termination purpose of the obligations of the Facility A Lenders to make Facility A Loans hereunder, commitment fee calculation only and all accrued Commitment Fees with respect to Facility B under this Section 2.07 shall be payable to each Facility B Revolver Lender on the effective date of any termination of its obligations to make Facility B Revolver Loans hereunder. The fees payable under this Section 2.07, once paid, shall not be refundable for any reason.affect the Revolving Borrower's obligation to comply with SECTION

Commitment Fees. The Accruing from the date hereof until the Expiration Date, the Borrower agrees to pay (i) to the Administrative Agent for the account of each Facility A Lender according to its Ratable Share, a nonrefundable commitment fee (the “Commitment Fee, at a rate per annum ”) equal to the Applicable Commitment Fee Rate for Facility A, (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) multiplied by the average daily average difference between the amount of (i) the Revolving Credit Commitments and (ii) the Revolving Facility Usage (provided however, that solely in connection with determining the share of each Lender in the Commitment Fee, the Revolving Facility Usage with respect to the portion of the Commitment Fee allocated to PNC shall include the full amount of the outstanding Swing Loans, and with respect to the portion of the Commitment Fee allocated by the Administrative Agent to all of the Lenders other than PNC, such Facility A portion of the Commitment Fee shall be calculated (according to each such Lender’s Unused Ratable Share) as if the Revolving Facility Usage excludes the outstanding Swing Loans); provided, further, that any Commitment for Facility A from Fee accrued with respect to the date hereof Revolving Credit Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and including unpaid at such time shall not be payable by the Facility A Termination DateBorrower so long as such Lender shall be a Defaulting Lender except to the extent that such Commitment Fee shall otherwise have been due and payable by the Borrower prior to such time; and provided further that no Commitment Fee shall accrue with respect to the Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Subject to the proviso in the directly preceding sentence, all Commitment Fees shall be payable in arrears on each Quarterly Payment Date and on the Facility A Termination Date and (ii) to the Administrative Agent for the account of each Facility B Revolver Lender a Commitment Fee, at a rate per annum equal to the Applicable Commitment Fee Rate for Facility B, on the daily average of such Facility B Revolver Lender’s Unused Commitment for Facility B from the date hereof to and including the Facility B Termination Date, payable in arrears on each Quarterly Payment Date and on the Facility B Termination Date. All accrued Commitment Fees with respect to Facility A under this Section 2.07 shall be payable on the effective date of any termination of the obligations of the Facility A Lenders to make Facility A Loans hereunder, and all accrued Commitment Fees with respect to Facility B under this Section 2.07 shall be payable to each Facility B Revolver Lender on the effective date of any termination of its obligations to make Facility B Revolver Loans hereunder. The fees payable under this Section 2.07, once paid, shall not be refundable for any reasonU.S. Dollars.

Commitment Fees. The Borrower agrees to shall pay (i) to the Administrative Agent a commitment fee (i) for the account of each Facility A Lender a Commitment Feethe Revolving Credit Lenders, at a rate per annum equal to the Applicable Commitment Fee Rate for Facility A, on the daily average of such Facility A Lender’s Unused Commitment for Facility A from the date hereof in the case of each Revolving Credit Lender party to this Agreement on the Closing Date, from the Amendment No. 1 Effective Date in the case of each other Revolving Credit Lender party to this Agreement on the Amendment No. 1 Effective Date, and including from the effective date specified in the Assignment and Acceptance pursuant to which it became a Revolving Credit Lender in the case of each other such Revolving Credit Lender until the Revolving Credit Facility A Termination Date, payable in quarterly in arrears on the first Business Day following each Quarterly Payment Date Fiscal Quarter and on the Revolving Credit Facility A Termination Date Date, at the rate per annum on the average daily unused portion of the Unused Revolving Credit Commitment of such Lender, equal to the percentage set forth in the definition of “Applicable Margin” for commitment fees for the relevant Total Net Leverage Ratio on such date, and (ii) to the Administrative Agent for the account of the Term Lenders, from the Amendment No. 1 Effective Date in the case of each Facility B Revolver Term Lender party to this Agreement on the Amendment No. 1 Effective Date, and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Commitment Fee, at Term Lender in the case of each other such Term Lender which becomes a rate per annum equal Term Lender prior to the Applicable Term Facility Commitment Fee Rate for Termination Date, until the Term Facility B, on the daily average of such Facility B Revolver Lender’s Unused Commitment for Facility B from the date hereof to and including the Facility B Termination Date, payable in quarterly in arrears on the first Business Day following each Quarterly Payment Date Fiscal Quarter and on the Term Facility B Commitment Termination Date. All accrued Commitment Fees with respect to Facility A under this Section 2.07 shall be payable , at the rate per annum on the effective date of any termination average daily unused portion of the obligations Unused Term Commitment of such Lender, equal to the Facility A Lenders to make Facility A Loans hereunder, and all accrued Commitment Fees with respect to Facility B under this Section 2.07 shall be payable to each Facility B Revolver Lender percentage set forth in the definition of “Applicable Margin” for commitment fees for the relevant Total Net Leverage Ratio on the effective date of any termination of its obligations to make Facility B Revolver Loans hereunder. The fees payable under this Section 2.07, once paid, shall not be refundable for any reason.such date;

Commitment Fees. The Borrower agrees to shall pay (i) to the Administrative Agent a commitment fee (i) for the account of each Facility A Lender a Commitment Feethe Revolving Credit Lenders, at a rate per annum equal to the Applicable Commitment Fee Rate for Facility A, on the daily average of such Facility A Lender’s Unused Commitment for Facility A from the date hereof in the case of each Revolving Credit Lender party to this Agreement on the Closing Date, from the Amendment No. 1 Effective Date in the case of each other Revolving Credit Lender party to this Agreement on the Amendment No. 1 Effective Date, and including from the effective date specified in the Assignment and Acceptance pursuant to which it became a Revolving Credit Lender in the case of each other such Revolving Credit Lender until the Revolving Credit Facility A Termination Date, payable in quarterly in arrears on the first Business Day following each Quarterly Payment Date Fiscal Quarter and on the Revolving Credit Facility A Termination Date Date, at the rate per annum on the average daily unused portion of the Unused Revolving Credit Commitment of such Lender, equal to the percentage set forth in the definition of “Applicable Margin” for commitment fees for the relevant Total Net Leverage Ratio on such date, and (ii) to the Administrative Agent for the account of the Term Lenders, from the Amendment No. 1 Effective Date in the case of each Facility B Revolver Term Lender party to this Agreement on the Amendment No. 1 Effective Date, and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Commitment Fee, at Term Lender in the case of each other such Term Lender which becomes a rate per annum equal Term Lender prior to the Applicable Term Facility Commitment Fee Rate for Termination Date, until the Term Facility B, on the daily average of such Facility B Revolver Lender’s Unused Commitment for Facility B from the date hereof to and including the Facility B Termination Date, payable in quarterly in arrears on the first Business Day following each Quarterly Payment Date Fiscal Quarter and on the Term Facility B Commitment Termination Date. All accrued , at the rate per annum on the average daily unused portion of the Unused Term Commitment Fees with respect of such Lender, equal to Facility A under this Section 2.07 the percentage set forth in the definition of “Applicable Margin” for commitment fees for the relevant Total Net Leverage Ratio on such date; provided, however, that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be payable on the effective date of any termination of the obligations of the Facility A Lenders to make Facility A Loans hereunder, and all accrued Commitment Fees with respect to Facility B under this Section 2.07 shall be payable to each Facility B Revolver Lender on the effective date of any termination of its obligations to make Facility B Revolver Loans hereunder. The fees payable under this Section 2.07, once paid, shall not be refundable for any reasona Defaulting Lender.

Commitment Fees. The Borrower Company agrees to pay (i) to the Administrative Agent for the account of each Facility A Lender a Commitment Fee, at a rate per annum equal to the Applicable Commitment Fee Rate for Facility A, on the daily average of such Facility A Lender’s 's Unused Commitment for Facility A from the date hereof to and including the Facility A Termination Date, payable in arrears on each Quarterly Payment Date and on the Facility A Termination Date and (ii) to the Administrative Agent for the account of each Facility B Revolver Lender a Commitment Fee, at a rate per annum equal to the Applicable Commitment Fee Rate for Facility B, on the daily average of such Facility B Revolver Lender’s 's Unused Commitment for Facility B from the date hereof to and including the Facility B Termination Date, payable in arrears on each Quarterly Payment Date and on the Facility B Termination Date. All accrued Commitment Fees with respect to Facility A under this Section 2.07 shall be payable on the effective date of any termination of the obligations of the Facility A Lenders to make Facility A Loans hereunder, and all accrued Commitment Fees with respect to Facility B under this Section 2.07 shall be payable to each Facility B Revolver Lender on the effective date of any termination of its obligations to make Facility B Revolver Loans hereunder. The fees payable under this Section 2.07, once paid, shall not be refundable for any reason.

Commitment Fees. (a) The Borrower agrees Borrowers agree to pay (i) to the Administrative Agent Lender a Warehousing Commitment Fee for the account period from the Closing Date until the date set forth in clause (a) of the definition of Warehousing Maturity Date, in the amount of one-eighth percent (1/8%) per annum of One Hundred Million Dollars ($100,000,000), which Warehousing Commitment Fee shall be paid monthly in advance and shall be computed on the basis of a 365-day year and applied to the actual number of days elapsed in such calendar month. On the Closing Date, the Borrowers shall pay the prorated portion of the monthly Warehousing Commitment Fee due from the Closing Date to the last day of the current calendar month. Thereafter, the Borrowers shall make monthly payments of the Warehousing Commitment Fee on the first (1st) day of each Facility A Lender calendar month. If the Warehousing Maturity Date is other than the last day of a Commitment Feecalendar month, at a rate per annum equal to the Applicable Borrowers shall pay the prorated portion of the monthly Warehousing Commitment Fee Rate for Facility A, on the daily average of such Facility A Lender’s Unused Commitment for Facility A due from the date hereof beginning of the then current calendar month to and including the Facility A Termination Warehousing Maturity Date. The Borrowers shall not be entitled to a reduction in the amount of the Warehousing Commitment Fee in the event the Warehousing Commitment Amount is reduced or in the event that the Warehousing Commitment is terminated at the request of the Borrowers or as a result of an Event of Default. If the Warehousing Commitment terminates at the request of the Borrowers or as a result of an Event of Default, the unpaid balance of the Warehousing Commitment Fee shall be due and payable in full on the date of such termination. (b) The Borrowers agree to pay to the Lender a Term Loan Commitment Fee for the period from the Closing Date until the Term Loan Maturity Date, payable in arrears on each Quarterly Payment Date and the amount of (i) on the Facility A Termination Closing Date, one-fifth percent (1/5%) per annum of the Term Loan Commitment Amount for the period from the Closing Date until the end of the then-current month, and (ii) on the first day of each month thereafter, one-fifth (1/5%) per annum of the outstanding principal balance of the Term Loan on such date, which Term Loan Commitment Fee shall be paid monthly in advance and shall be computed on the basis of a 365-day year and applied to the Administrative Agent for actual number of days elapsed in such month. If the account Term Loan Maturity Date is other than the last day of each Facility B Revolver Lender a Commitment Feemonth, at a rate per annum equal to the Applicable Borrowers shall pay the prorated portion of the quarterly Term Loan Commitment Fee Rate for Facility B, on the daily average of such Facility B Revolver Lender’s Unused Commitment for Facility B due from the date hereof beginning of the then current Washington/Huntxxx:0/03/96 33 month to and including the Term Loan Maturity Date. The Borrowers shall not be entitled to a refund of any portion of the Term Loan Commitment Fee previously paid in the event the Term Loan Advance is prepaid, either voluntarily by the Borrowers or as a result of an Event of Default. (c) The Borrowers agree to pay to the Lender a Servicing Facility B Commitment Fee for the period from the Closing Date until the later to occur of (i) the date set forth in clause (a) of the definition of Servicing Facility Commitment Termination Date or (ii) the Servicing Facility Maturity Date, in the amount of one-fifth percent (1/5%) per annum of (i) from the Closing Date until the end of the month in which the Servicing Facility Commitment Termination Date occurs, the Servicing Facility Commitment Amount, and (ii) thereafter, the aggregate outstanding principal balance of the Servicing Facility Advances as of the first day of each month, which Servicing Facility Commitment Fee may be paid quarterly in advance and shall be computed on the basis of a 365-day year and applied to the actual number of days elapsed in such month. On the Closing Date, the Borrowers shall pay the prorated portion of the monthly Servicing Facility Commitment Fee due from the Closing Date to the last day of the current month. Thereafter, the Borrowers shall make monthly payments of the Servicing Facility Commitment Fee on the first (1st) day of each month. If the Servicing Facility Maturity Date is other than the last day of a month, the Borrowers shall pay the prorated portion of the quarterly Servicing Facility Commitment Fee due from the beginning of the then current month to and including the Servicing Facility Maturity Date. The Borrowers shall not be entitled to a reduction in the amount of the Servicing Facility Commitment Fee, in the event the Servicing Facility Commitment Amount is reduced or in the event that the Servicing Facility Commitment is terminated at the request of the Borrowers or as a result of an Event of Default or in the event the Servicing Facility Advances are prepaid after the Servicing Facility Commitment Termination Date, either voluntarily by the Borrowers or as a result of an Event of Default. If the Servicing Facility Commitment terminates at the request of the Borrowers or as a result of an Event of Default, or if the Servicing Facility Advances are prepaid after the Servicing Facility Commitment Termination Date, either voluntarily by the Borrowers or as a result of an Event of Default, the unpaid balance of the Servicing Facility Commitment Fee shall be due and payable in arrears on each Quarterly Payment Date and full on the Facility B Termination Date. All accrued Commitment Fees with respect to Facility A under this Section 2.07 shall be payable on the effective date of any termination of the obligations of the Facility A Lenders to make Facility A Loans hereunder, and all accrued Commitment Fees with respect to Facility B under this Section 2.07 shall be payable to each Facility B Revolver Lender on the effective date of any termination of its obligations to make Facility B Revolver Loans hereundersuch termination. The fees payable under this Section 2.07, once paid, shall not be refundable for any reason.Washington/Huntxxx:0/03/96 34

Commitment Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at the rate of 0.50% per annum on the daily unused amount of the Available Revolving Credit Commitment of such Lender during the period from and including March 4, 2011 to but excluding the date on which such Commitment terminates. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Revolving Credit Commitments terminate, commencing on the last day of June 2011. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Facility A Lender a Commitment Feeparticipation fee with respect to its participations in Letters of Credit, which shall accrue at a the same Applicable Rate used to determine the interest rate per annum equal applicable to the Applicable Commitment Fee Rate for Facility A, Eurodollar Revolving Credit Loans on the average daily average amount of such Facility A Lender’s Unused Commitment for Facility A LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from the date hereof to and including the Facility A Termination DateEffective Date to but excluding the later of the date on which such Lender’s Revolving Credit Commitment terminates and the date on which such Lender ceases to have any LC Exposure, payable in arrears on each Quarterly Payment Date and on the Facility A Termination Date and (ii) to the Administrative Agent for applicable Issuing Bank a fronting fee, which shall accrue at the account rate of each Facility B Revolver Lender a Commitment Fee, at a rate 0.25% per annum equal to the Applicable Commitment Fee Rate for Facility B, on the average daily average amount of such Facility B Revolver Lender’s Unused Commitment for Facility B the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from the date hereof to and including the Facility B Termination DateEffective Date to but excluding the later of the date of termination of the Revolving Credit Commitments and the date on which there ceases to be any LC Exposure, payable in arrears on each Quarterly Payment Date and on as well as the Facility B Termination Date. All accrued Commitment Fees applicable Issuing Bank’s standard fees with respect to Facility A under this Section 2.07 the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the effective date third Business Day following such last day, commencing on the last day of any termination of the obligations of the Facility A Lenders to make Facility A Loans hereunder, and June 2011; provided that all accrued Commitment Fees with respect to Facility B under this Section 2.07 such fees shall be payable to each Facility B Revolver Lender on the effective date of on which the Commitments terminate and any termination of its obligations to make Facility B Revolver Loans hereundersuch fees accruing after the date on which the Commitments terminate shall be payable on demand. The Any other fees payable under to any Issuing Bank pursuant to this Section 2.07paragraph shall be payable within 30 days after written demand therefor. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Borrower agrees to pay to the Administrative Agent, once paidfor its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to any Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Lenders entitled thereto. Fees paid shall not be refundable for under any reasoncircumstances.

Commitment Fees. The Borrower hereby agrees to pay (i) to the Administrative Agent for the account of each Facility Tranche A Lender Lender, ratably in the proportion that such Tranche A Commitment bears to the Tranche A Aggregate Revolving Commitment, a Commitment Fee, at a rate per annum commitment fee equal to the sum of (i) the Applicable Commitment Fee Rate on the average daily amount of the Tranche A Inactive Aggregate Revolving Commitment plus (ii) the Applicable Commitment Fee on the average daily unused amount of the Tranche A Active Aggregate Revolving Commitment (it being understood that the Dollar Equivalent of the Stated Amount of all outstanding Letters of Credit is usage of the Tranche A Active Aggregate Revolving Commitment; provided, however, that for Facility Apurposes of Section 2.6.2, the Dollar Equivalent of each Letter of Credit in an Alternative Currency will be deemed to be, on any day (i) during the daily average month the Letter of Credit was issued or renewed, the Dollar Equivalent on the date of issuance or renewal of such Facility A Lender’s Unused Commitment for Facility A Letter of Credit or (ii) in any month subsequent to the month of issuance or renewal, the Dollar Equivalent on the first Business Day of such subsequent month in each case from and including the date hereof issued to and including the Facility date of its expiration or earlier termination. For purposes of calculating the commitment fee referred to in subpart (ii) above, outstanding Competitive Bid Loans shall not be deemed usage of the Tranche A Termination DateActive Aggregate Revolving Commitment. For purposes of calculating the commitment fee referred to in subparts (i) and (ii) above, the Tranche A Active Aggregate Revolving Commitment will be deemed increased, and the Tranche A Inactive Aggregate Revolving Commitment will be deemed permanently decreased on the first day of each calendar quarter by the aggregate amount of all portions of the Tranche A Inactive Aggregate Revolving Commitment activated during such quarter. Such commitment fees shall be payable quarterly in arrears on the third Business Day after each Quarterly Payment Date and on the Tranche A Revolving Facility A Termination Date and (ii) to the Administrative Agent for the account of each Facility B Revolver Lender a Commitment Fee, at a rate per annum equal to the Applicable Commitment Fee Rate for Facility B, on the daily average of such Facility B Revolver Lender’s Unused Commitment for Facility B from the date hereof to and including the Facility B Termination Date, payable in arrears on each Quarterly Payment Date and on the Facility B Termination Date. All accrued Commitment Fees with respect to Facility A under this Section 2.07 shall be payable on the effective date of any termination of the obligations of the Facility A Lenders to make Facility A Loans hereunder, and all accrued Commitment Fees with respect to Facility B under this Section 2.07 shall be payable to each Facility B Revolver Lender on the effective date of any termination of its obligations to make Facility B Revolver Loans hereunder. The fees payable under this Section 2.07, once paid, shall not be refundable for any reason.

Commitment Fees. The (i) For the period beginning on and including the Closing Date and ending on (but excluding) the RC Termination Date, the RC Borrowers agree, jointly and severally, to pay to the Agent, for the pro rata benefit of the RC Lenders based on their Applicable Commitment Percentages, a commitment fee calculated at a rate per annum equal at all times to 30% of the Applicable Margin with respect to the RC Facility from time to time in effect multiplied by the Total Available RC Commitment in effect from time to time during the period for which payment is made. Such fees shall be due in arrears on the last Business Day of each March, June, September and December commencing December 31, 2005 to and on the RC Termination Date. Notwithstanding the foregoing, so long as any Lender fails to make available any portion of its RC Commitment when requested, such Lender shall not be entitled to receive payment of its pro rata share of such fee until such Lender shall make available such portion. (ii) For the period beginning on and including the Closing Date and ending on (but excluding) the date (the "TL$ Commitment Fee Payment Date") which is the earlier of (x) the date of borrowing of the TL$ Loans under the TL$ Commitments and (y) December 31, 2005, the TL$ Borrower agrees to pay (i) to the Administrative Agent Agent, for the account pro rata benefit of each Facility A Lender the TL$ Lenders based on their Applicable Commitment Percentages, a Commitment Fee, commitment fee at a rate per annum equal to 0.05% multiplied by the Applicable Total TL$ Commitment in effect during the period for which payment is made. Such fees shall be due on the TL$ Commitment Fee Rate for Facility APayment Date. Notwithstanding the foregoing, on the daily average so long as any TL$ Lender fails to make available any portion of its TL$ Commitment when requested, such TL$ Lender shall not be entitled to receive payment of its pro rata share of such Facility A Lender’s Unused Commitment for Facility A from fee until such Lender shall make available such portion. (iii) For the date hereof to period beginning on and including the Facility A Termination Date, payable in arrears on each Quarterly Payment Closing Date and ending on (but excluding) the Facility A Termination Date date (the "TLE Commitment Fee Payment Date") which is the earlier of (x) the date of borrowing of the TLE Loans under the TLE Commitments and (iiy) December 31, 2005, the TLE Borrower agrees to pay to the Administrative Agent Agent, for the account pro rata benefit of each Facility B Revolver Lender the TLE Lenders based on their Applicable Commitment Percentages, a Commitment Fee, commitment fee at a rate per annum equal to 0.05% multiplied by the Applicable Total TLE Commitment in effect during the period for which payment is made. Such fees shall be due on the TLE Commitment Fee Rate for Facility B, on the daily average of such Facility B Revolver Lender’s Unused Commitment for Facility B from the date hereof to and including the Facility B Termination Date, payable in arrears on each Quarterly Payment Date and on the Facility B Termination Date. All accrued Commitment Fees with respect to Facility A under this Section 2.07 shall be payable on Notwithstanding the effective date of foregoing, so long as any termination of the obligations of the Facility A Lenders TLE Lender fails to make Facility A Loans hereunder, and all accrued Commitment Fees with respect to Facility B under this Section 2.07 shall be payable to each Facility B Revolver Lender on the effective date of available any termination portion of its obligations to make Facility B Revolver Loans hereunder. The fees payable under this Section 2.07TLE Commitment when requested, once paid, such TLE Lender shall not be refundable for any reasonentitled to receive payment of its pro rata share of such fee until such Lender shall make available such portion.