Common use of Fees Clause in Contracts

Fees. (a) The Borrower agrees to pay to each Revolving Credit Lender, through the Administrative Agent, on the last Business Day of March, June, September and December in each year, commencing September 28, 2007 and on each date on which any Revolving Credit Commitment of such Lender shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to 0.50% per annum on the daily unused amount of the Revolving Credit Commitment of such Lender during the preceding quarter (or other period commencing with the date hereof or ending with the Revolving Credit Maturity Date or the date on which the Revolving Credit Commitments of such Lender shall expire or be terminated). All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For purposes of calculating Commitment Fees only, no portion of the Revolving Credit Commitments shall be deemed utilized as a result of outstanding Swingline Loans. (b) The Borrower agrees to pay to the Administrative Agent, for its own account, the administrative fees set forth in the Fee Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”). (c) The Borrower agrees to pay (i) to each Revolving Credit Lender, through the Administrative Agent, on the last Business Day of March, June, September and December of each year, commencing September 28, 2007 and on the date on which the Revolving Credit Commitment of such Lender shall be terminated as provided herein, a fee (an “L/C Participation Fee”) calculated on such Lender’s Pro Rata Percentage of the daily aggregate L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) during the preceding quarter (or shorter period commencing with the date hereof or ending with the Revolving Credit Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Commitments of all Lenders shall have been terminated) at a rate per annum equal to the Applicable Percentage from time to time used to determine the interest rate on Revolving Credit Borrowings comprised of Eurodollar Loans pursuant to Section 2.06, and (ii) to the Issuing Bank with respect to each Letter of Credit the standard fronting, issuance and drawing fees specified from time to time by the Issuing Bank (the “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the Issuing Bank. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to each Revolving Credit Lender, without duplication of any other amounts paid to such Lender (other than any Defaulting Lender), through the Administrative Agent, on three Business Days after the last Business Day day of March, June, September and December in each year, commencing September 28, 2007 and on each the date on which any the Revolving Credit Commitment Facility Commitments of such Lender all the Lenders shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to 0.50% per annum on the daily unused amount of the Revolving Credit Available Unused Commitment of such Lender during the preceding quarter up until the last day of such quarter (or other period commencing with the Closing Date (or the last date hereof or on which such fee was paid) and ending with the last day of such quarter or the Revolving Credit Facility Maturity Date or the date on which the Revolving Credit last of the Commitments of such Lender shall expire or be terminated), as applicable) at the Applicable Rate. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For purposes the purpose of calculating any Lender’s Commitment Fees onlyFee, no portion of the Revolving Credit Commitments outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed utilized to be zero. The Commitment Fee due to each Lender shall begin to accrue on the Closing Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as a result of outstanding Swingline Loansprovided herein. (b) The Borrower from time to time agrees to pay to each Revolving Facility Lender (other than any Defaulting Lender), through the Administrative Agent, for its own accountthree Business Days after the last day of March, June, September and December of each year and on the administrative fees set forth in date on which the Fee Letter Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fee (a “Revolving L/C Participation Fee”) on such Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed Revolving L/C Disbursements), during the preceding quarter (or shorter period commencing with the Closing Date (or the last date on which such fee was paid) and ending with the last day of such quarter or the Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments shall be terminated, as applicable) at the times and rate per annum equal to the Applicable Rate for Eurodollar Revolving Facility Borrowings effective for each day in the amounts specified therein (the “Administrative Agent Fees”)such period. (c) The Borrower from time to time agrees to pay (i) to each Revolving Credit LenderIssuing Bank, through the Administrative Agentfor its own account, (x) on the last Business Day of March, June, September and December of each year, commencing September 28, 2007 year and on the date on which the Revolving Credit Commitment Facility Commitments of such Lender all the Lenders shall be terminated terminate as provided herein, a fronting fee in an amount equal to 0.125% per annum of the daily average stated amount of such Revolving Letter of Credit, in respect of each Revolving Letter of Credit issued by such Issuing Bank for the period from and including the date of issuance of such Revolving Letter of Credit to and including the termination of such Revolving Letter of Credit, plus (an “y) in connection with the issuance, amendment or transfer of any such Revolving Letter of Credit or any Revolving L/C Participation Fee”) calculated on Disbursement thereunder, such LenderIssuing Bank’s Pro Rata Percentage of the daily aggregate L/C Exposure customary documentary and processing charges (excluding the portion thereof attributable to unreimbursed L/C Disbursements) during the preceding quarter (or shorter period commencing with the date hereof or ending with the Revolving Credit Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Commitments of all Lenders shall have been terminated) at a rate per annum equal to the Applicable Percentage from time to time used to determine the interest rate on Revolving Credit Borrowings comprised of Eurodollar Loans pursuant to Section 2.06collectively, and (ii) to the Issuing Bank with respect to each Letter of Credit the standard fronting, issuance and drawing fees specified from time to time by the Issuing Bank (the “Issuing Bank Fees”). All Revolving L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (d) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, such administrative fee as agreed between the Borrower and the Administrative Agent in writing (such fees, the “Administrative Agent Fees”); provided that to the extent the Facilities hereunder are terminated, repaid or refinanced prior to the Revolving Facility Maturity Date and any Incremental Maturity Date, the Administrative Agent shall give the Borrower an appropriate credit for Administrative Agent Fees paid for time periods beyond such termination, repayment or refinancing date. (e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the applicable Issuing BankBanks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees Parties agree, jointly and severally, to pay to each Revolving Credit Lender (other than any Defaulting Lender), through the Administrative Agent, on the last fifth Business Day of MarchJanuary, JuneApril, September July and December October in each year, commencing September 28, 2007 and on each the earlier of the Maturity Date and the date on which any Revolving Credit Commitment the Commitments of such Lender all the Lenders shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to 0.50% per annum on the daily unused amount of the Revolving Credit Available Unused Commitment of such Lender during the preceding quarter three calendar month period (or other period commencing with the date hereof First Restatement Effective Date or ending with the Revolving Credit Maturity Date or the date on which the Revolving Credit last of the Commitments of such Lender shall expire or be terminated)) at a rate equal to the Applicable Commitment Fee. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For purposes the purpose of calculating any Lender’s Commitment Fees onlyFee, no portion of the Revolving Credit Commitments outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed utilized to be zero. The Commitment Fee due to each Lender shall commence to accrue on the First Restatement Effective Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as a result of outstanding Swingline Loansprovided herein. (b) The Borrower agrees Parties from time to pay to the Administrative Agenttime agree, for its own accountjointly and severally, the administrative fees set forth in the Fee Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”). (c) The Borrower agrees to pay (i) to each Revolving Credit Lender (other than any Defaulting Lender, it being understood that at any time the Issuing Bank has Fronting Exposure to such Defaulting Lender, the L/C Participation Fee with respect to such Fronting Exposure shall be payable to each applicable Issuing Bank for its own account) through the Administrative Agent, on the last fifth Business Day of MarchJanuary, JuneApril, September July and December October of each year, commencing September 28, 2007 year and on the earlier of the Maturity Date and the date on which the Revolving Credit Commitment Commitments of such Lender all the Lenders shall be terminated as provided herein, a fee (an “L/C Participation Fee”) calculated on such LenderXxxxxx’s Pro Rata Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) ), during the preceding quarter (or shorter period commencing with the date hereof First Restatement Effective Date or ending with the Revolving Credit Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Facility Commitments of all Lenders shall have been be terminated) at a the rate per annum equal to the Applicable Percentage from time to time used to determine the interest rate on Revolving Credit Margin for EurocurrencySOFR Borrowings comprised of Eurodollar Loans pursuant to Section 2.06, effective for each day in such period and (ii) to each Issuing Bank, for its own account (A) on the Issuing Bank with fifth Business Day of January, April, July and October of each year and on the earlier of the Maturity Date and the date on which the Commitments of all the Lenders shall be terminated as provided herein, a fronting fee in respect to of each Letter of Credit the standard fronting, issuance and drawing fees specified from time to time issued by the such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 0.125% per annum of the daily stated amount of such Letter of Credit) plus (the B) such Issuing Bank’s customary issuance fees and customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable in Dollars on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower Parties, jointly and severally, agree to pay to the Administrative Agent, for its own account, the agency fees set forth in the Fee Letter at the times specified therein or in such other amounts and at such other times as may be separately agreed in writing by the Administrative Agent and the Borrower from time to time (the “Administrative Agent Fees”). (d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent at the Payment Office for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the applicable Issuing BankBanks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to each Revolving Credit Lender (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December in each year, commencing September 28, 2007 year and on each the date on which any the Revolving Credit Commitment Facility Commitments of such Lender all the Lenders shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to 0.50% per annum on the daily unused amount of the Revolving Credit applicable Available Unused Commitment of such Lender during the preceding quarter (or other period commencing with the date hereof Closing Date or ending with the Revolving Credit Maturity Date or the date on which the Revolving Credit last of the Commitments of such Lender shall expire or be terminated)) at a rate equal to the Applicable Commitment Fee. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For purposes the purpose of calculating any Lender’s Commitment Fees onlyFee, no portion of the Revolving Credit Commitments outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed utilized to be zero. The Commitment Fee due to each Lender shall commence to accrue on the Closing Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as a result of outstanding Swingline Loansprovided herein. (b) The Borrower agrees from time to pay to the Administrative Agent, for its own account, the administrative fees set forth in the Fee Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”). (c) The Borrower time agrees to pay (i) to each Revolving Credit Facility Lender of each Class (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December of each year, commencing September 28, 2007 year and on the date on which the Revolving Credit Commitment Facility Commitments of such Lender all the Lenders shall be terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) calculated on such Lender’s Pro Rata Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or shorter period commencing with the date hereof Closing Date or ending with the Revolving Credit Facility Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Facility Commitments of all Lenders such Class shall have been be terminated) at a the rate per annum equal to the Applicable Percentage from time to time used to determine the interest rate on Margin for Eurocurrency Revolving Credit Facility Borrowings comprised of Eurodollar Loans pursuant to Section 2.06such Class effective for each day in such period, and (ii) to each Issuing Bank, for its own account (x) the Issuing Bank with last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated, a fronting fee in respect to of each Letter of Credit the standard fronting, issuance and drawing fees specified from time to time issued by the such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 1/8 of 1% per annum of the daily stated amount of such Letter of Credit), plus (y) in connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank’s customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the “Administration Agent Fee” as set forth in the Administrative Agent Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the “Administrative Agent Fees”). (d) In the event that, on or prior to the date that is six months after the Closing Date, the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan Lenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid or converted and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee shall be paid to such Non-Consenting Lender and not to its assignee). Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faith. (e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the applicable Issuing BankBanks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The From and after the Acquisition Date, the Borrower agrees to pay to each Revolving Credit Lender, through the Administrative Agent, on the last Business Day of March, June, September and December in each year, commencing September 28, 2007 year and on each date on which any Revolving Credit Commitment of such Lender shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to 0.50% per annum on the daily unused amount of the Revolving Credit Commitment of such Lender during the preceding quarter (or other period commencing with the date hereof Acquisition Date or ending with the Revolving Credit Maturity Date or the date on which the Revolving Credit Commitments of such Lender shall expire or be terminated). All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For purposes of calculating Commitment Fees only, no portion of the Revolving Credit Commitments shall be deemed utilized as a result of outstanding Swingline Loans. (b) The Borrower agrees to pay to the Administrative Agent, for its own account, the administrative fees set forth in the Fee Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”). (c) The Borrower agrees to pay (i) to each Revolving Credit Lender, through the Administrative Agent, on the last Business Day of March, June, September and December of each year, commencing September 28, 2007 year and on the date on which the Revolving Credit Commitment of such Lender shall expire or be terminated as provided hereinherein (if different from the last Business Day of one of the above mentioned months), a fee (an “L/C Participation Fee”) calculated on such Lender’s Pro Rata Percentage of the daily aggregate L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) during the preceding quarter (or shorter period commencing with the date hereof Acquisition Date or ending with the Revolving Credit Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Commitments of all Lenders shall have been terminated) at a rate per annum equal to the Applicable Percentage from time to time Margin used to determine the interest rate on Revolving Credit Borrowings comprised of Eurodollar Loans pursuant to Section 2.06, 2.06(b) and (ii) to the Issuing Bank with respect to each Letter of Credit (x) a fronting fee which shall accrue at the standard frontinggreater of (A) a rate equal to 0.125% on the average daily amount of the L/C Exposure (excluding any portion thereof attributable to unpaid reimbursement obligations pursuant to Section 2.23(e)) and (B) $500 per annum, in each case during the period from and including the Acquisition 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 L/C Exposure as well as (y) the customary issuance and drawing fees and the standard documentation, administration, payment and cancellation charges specified from time to time by the Issuing Bank (the “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the Issuing Bank. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to each Revolving Credit Lender (other than any Defaulting Lender), through the Administrative Agent, on the date that is five Business Days after the last Business Day of March, June, September and December in each year, commencing September 28, 2007 and on each three Business Days after the date on which any Revolving Credit Commitment the Commitments of such Lender all the Lenders shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to 0.50% per annum on the daily unused amount of the Revolving Credit Available Unused Commitment of such Lender during the preceding quarter (or other period commencing with the date hereof Closing Date or ending with the Revolving Credit Maturity Date or the date on which the Revolving Credit last of the Commitments of such Lender shall expire or be terminated)) at a rate equal to the Applicable Commitment Fee. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For purposes the purpose of calculating any Lender’s Commitment Fees onlyFee, no portion of the Revolving Credit Commitments outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed utilized to be zero. The Commitment Fee due to each Lender shall commence to accrue on the Closing Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as a result of outstanding Swingline Loansprovided herein. (b) The Borrower agrees from time to pay to the Administrative Agent, for its own account, the administrative fees set forth in the Fee Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”). (c) The Borrower time agrees to pay (i) to each Revolving Credit Lender (other than any Defaulting Lender), through the Administrative Agent, on five Business Days after the last Business Day day of March, June, September and December of each year, commencing September 28, 2007 year and on three Business Days after the date on which the Revolving Credit Commitment Commitments of such Lender all the Lenders shall be terminated as provided herein, a fee (an “L/C Participation Fee”) calculated on such Lender’s Pro Rata Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) ), during the preceding quarter (or shorter period commencing with the date hereof Closing Date or ending with the Revolving Credit Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Commitments of all Lenders shall have been be terminated) at a the rate per annum equal to the Applicable Percentage from time to time used to determine the interest rate on Revolving Credit Margin for Eurocurrency Borrowings comprised of Eurodollar Loans pursuant to Section 2.06, effective for each day in such period and (ii) to each Issuing Bank, for its own account (x) five Business Days after the Issuing Bank with last Business Day of March, June, September and December of each year and three Business Days after the date on which the Commitments of all the Lenders shall be terminated as provided herein, a fronting fee in respect to of each Letter of Credit the standard fronting, issuance and drawing fees specified from time to time issued by the such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 1/8 of 1% per annum of the daily average stated amount of such Letter of Credit, plus (y) in connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank’s customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable in Dollars on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower agrees to pay the agency fees to the Administrative Agent, for the account of the Administrative Agent (the “Administrative Agent Fees”) set forth in the Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein. (d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the applicable Issuing BankBanks. Once paid, none of the such Fees shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to each Revolving Credit Facility Lender (other than any Defaulting Lender), through the Administrative Agent, on the date that is three Business Days after the last Business Day day of March, June, September and December in each year, commencing September 28, 2007 and on each the date on which any the Revolving Credit Commitment Facility Commitments of such Lender all the Revolving Facility Lenders shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to 0.50% per annum on the daily unused amount of the Revolving Credit applicable Available Unused Commitment of such Revolving Facility Lender during the preceding quarter (or other shorter period commencing with the date hereof Closing Date or ending with the Revolving Credit Maturity Date or the date on which the last of the Revolving Credit Facility Commitments of such Lender shall expire or be terminated), which shall accrue at a rate equal to the Applicable Commitment Fee accrued up to the last day on each March, June, September and December. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For purposes of calculating The Commitment Fees only, no portion Fee due to each Revolving Facility Lender shall commence to accrue on the Closing Date and shall cease to accrue on the date on which the last of the Revolving Credit Facility Commitments of such Lender shall be deemed utilized terminated as a result of outstanding Swingline Loansprovided herein. (b) The Borrower agrees from time to pay to the Administrative Agent, for its own account, the administrative fees set forth in the Fee Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”). (c) The Borrower time agrees to pay (i) to each Revolving Credit Facility Lender of each Class (other than any Defaulting Lender), through the Administrative Agent, on the date that is three Business Days after the last Business Day day of March, June, September and December of each year, commencing September 28, 2007 year and on the date on which the Revolving Credit Commitment Facility Commitments of such Lender all the Lenders shall be terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) calculated on such Lender’s Pro Rata Applicable Percentage of the daily aggregate L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or shorter period commencing with the date hereof Closing Date or ending with the Revolving Credit Facility Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Facility Commitments of all Lenders such Class shall have been be terminated) at a the rate per annum equal to the Applicable Percentage from time Margin for Eurocurrency Revolving Borrowings of such Class effective for each day in such period accrued up to time used the last day of each March, June, September and December; provided, however, that any L/C Participation Fee otherwise payable for the account of a Defaulting Lender with respect to determine the interest rate on Revolving any Letter of Credit Borrowings comprised of Eurodollar Loans as to which such Defaulting Lender has not provided Cash Collateral reasonably satisfactory to any Issuing Bank pursuant to Section 2.062.22 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.23(a)(iv), with the balance of such fee, if any, payable to such Issuing Bank for its own account, and (ii) to each Issuing Bank, for its own account, (x) three Business Days after the Issuing Bank with last day of March, June, September and December of each year and three Business Days after the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fronting fee in respect to of each Letter of Credit the standard fronting, issuance and drawing fees specified from time to time issued by the such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 1/8 of 1% per annum of the Dollar Equivalent of the daily average stated amount of such Letter of Credit (or as otherwise agreed with such Issuing Bank), plus (y) in connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank’s customary documentary and processing charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the “Senior Facilities Administration Fee” as set forth in the Fee Letter (the “Administrative Agent Fees”). (d) In the event that, on or prior to the date that is six (6) months after the Repricing Effective Date, the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that are broadly syndicated to banks and other institutional investors in financings similar to the Term B Loans and have an All-in Yield that is less than the All-in Yield of such Term B Loans (other than, for the avoidance of doubt, with respect to securitizations) or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Change in Control or a transformative acquisition referred to in the last sentence of this clause), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B Lenders, including, for the avoidance of doubt, any Non-Consenting Lender, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid or converted and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment. Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faith. (e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the applicable Issuing BankBanks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to each Revolving Credit Lender (other than any Defaulting Lender), through the Administrative Agent, on the date that is 10 Business Days after the last Business Day of March, June, September and December in each year, commencing September 28, 2007 and on each three Business Days after the date on which any the Revolving Credit Commitment Facility Commitments of such Lender all the Lenders shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to 0.50% per annum on the daily unused amount of the Revolving Credit Available Unused Commitment of such Lender during the preceding quarter (or other period commencing with the date hereof Closing Date or ending with the Revolving Credit Maturity Date or the date on which the Revolving Credit last of the Commitments of such Lender shall expire or be terminated)) at a rate equal to the Applicable Commitment Fee. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For purposes the purpose of calculating any Lender’s Commitment Fees onlyFee, no portion of the Revolving Credit Commitments outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed utilized to be zero. The Commitment Fee due to each Lender shall commence to accrue on the Closing Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as a result of outstanding Swingline Loansprovided herein. (b) The Borrower agrees from time to pay to the Administrative Agent, for its own account, the administrative fees set forth in the Fee Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”). (c) The Borrower time agrees to pay (i) to each Revolving Credit Facility Lender (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December of each year, commencing September 28, 2007 year and on three Business Days after the date on which the Revolving Credit Commitment Facility Commitments of such Lender all the Lenders shall be terminated as provided herein, a fee (an “L/C Participation Fee”) calculated on such Lender’s Pro Rata Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) ), during the preceding quarter (or shorter period commencing with the date hereof Closing Date or ending with the Revolving Credit Facility Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Facility Commitments of all Lenders shall have been be terminated) at a the rate per annum equal to the Applicable Percentage from time to time used to determine Margin for Eurocurrency Revolving Facility Borrowings three Business Days after the interest rate last Business Day of March, June, September and December of each year and three Business Days after the date on which the Revolving Credit Borrowings comprised Facility Commitments of Eurodollar Loans pursuant to Section 2.06all the Lenders shall be terminated as provided herein, and (ii) to the Issuing Bank with Bank, annually in advance, (x) a fronting fee in respect to of each Letter of Credit the standard fronting, issuance and drawing fees specified from time to time issued by the such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 1/4 of 1% per annum of the daily stated amount of such Letter of Credit), plus (y) in connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank’s customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable in Dollars on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the agency fees set forth in the Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the “Administrative Agent Fees”). (d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the applicable Issuing BankBanks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to each Revolving Credit Lender, through the Administrative Agent, on the last Business Day of March, June, September and December in each year, commencing September 28, 2007 year and on each date on which any Revolving Credit Commitment of such Lender shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”"COMMITMENT FEE") equal to 0.501/2 of 1% per annum on the daily unused amount of the Revolving Credit Commitment Commitments of such Lender (other than the Swingline Commitment) during the preceding quarter (or other period commencing with the date hereof or ending with the Revolving Credit Maturity Date or the date on which the Revolving Credit Commitments of such Lender shall expire or be terminated). All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. The Commitment Fee due to each Lender shall commence to accrue on the date hereof and shall cease to accrue on the date on which the Commitment of such Lender shall expire or be terminated as provided herein. For purposes of calculating Commitment Fees only, no portion of the Revolving Credit Commitments shall be deemed utilized under Section 2.17 as a result of outstanding Swingline Loans. (b) The Borrower agrees to pay to the Administrative Agent, for its own account, the administrative fees set forth in the Fee Letter at the times and in the amounts specified therein agreed to by the Borrower and the Administrative Agent from time to time (the “Administrative Agent Fees”"ADMINISTRATIVE AGENT FEES"). (c) The Borrower agrees to pay (i) to each Revolving Credit Lender, through the Administrative Agent, on the last Business Day of March, June, September and December of each year, commencing September 28, 2007 year and on the date on which the Revolving Credit Commitment of such Lender shall be terminated as provided herein, a fee (an “"L/C Participation Fee”PARTICIPATION FEE") calculated on such Lender’s 's Pro Rata Percentage of the daily aggregate L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) during the preceding quarter (or shorter period commencing with the date hereof or ending with the Revolving Credit Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Commitments of all Lenders shall have been terminated) at a rate per annum equal to the Applicable Percentage from time to time used to determine the interest rate on Revolving Credit Borrowings comprised of Eurodollar Loans pursuant to Section 2.06, and (ii) to the Issuing Bank with respect to each Letter of Credit the standard fronting, issuance and drawing fees specified from time to time as agreed by the Issuing Bank and the Borrower (the “Issuing Bank Fees”"ISSUING BANK FEES"). All L/C Participation Fees and Issuing Bank Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the Issuing Bank. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to the Administrative Agent in Dollars, for the account of each Revolving Credit LenderLender (in each case pro rata according to the respective Revolving Credit Commitments of all such Lenders), through a commitment fee (the Administrative Agent, “Commitment Fee”) for each day from the Original Closing Date to the Revolving Credit Termination Date. Each Commitment Fee shall be payable (x) quarterly in arrears on the last Business Day of each March, June, September and December in each year(for the three-month period (or portion thereof) ended on such day for which no payment has been received) (provided that, commencing September 28the first such payment shall be on December 31, 2007 and shall relate to the period from the Original Closing Date and ended on each date such date) and (y) on which any Revolving Credit Commitment of such Lender shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to 0.50% per annum on the daily unused amount of the Revolving Credit Commitment of Termination Date (for the period ended on such Lender during the preceding quarter date for which no payment has been received pursuant to clause (or other period commencing with the date hereof or ending with the Revolving Credit Maturity Date or the date on which the Revolving Credit Commitments of such Lender shall expire or be terminatedx) above). All Commitment Fees , and shall be computed for each day during such period at a rate per annum equal to the Commitment Fee Rate in effect on such day on the basis of the actual number of days elapsed Available Commitment in a year of 360 days. For purposes of calculating Commitment Fees only, no portion of the Revolving Credit Commitments shall be deemed utilized as a result of outstanding Swingline Loanseffect on such day. (b) The Borrower agrees to pay to the Administrative AgentAgent in Dollars, for its own accountthe account of each Delayed Draw Term Loan Lender (in each case pro rata according to the respective Delayed Draw Term Loan Commitments of all such Lenders), the administrative fees set forth in the Fee Letter at the times and in the amounts specified therein a commitment fee (the “Administrative Agent FeesDelayed Draw Commitment Fee”) for each day from the Original Closing Date to the Delayed Draw Term Loan Commitment Termination Date. Except as provided below, each Delayed Draw Commitment Fee shall be payable (x) quarterly in arrears on the last Business Day of each March, June, September and December (for the three-month period (or portion thereof) ended on such day for which no payment has been received) (provided that, the first such payment shall be on December 31, 2007 and shall relate to the period from the Original Closing Date and ended on such date) and (y) on the Delayed Draw Term Loan Commitment Termination Date (for the period ended on such date for which no payment has been received pursuant to clause (x) above), and shall be computed for each day during such period at a rate per annum equal to the Delayed Draw Commitment Fee Rate in effect on such day on the Available Delayed Draw Commitment in effect on such day. (c) The Borrower agrees to pay (i) to each the Administrative Agent in Dollars for the account of the Revolving Credit LenderLenders pro rata on the basis of their respective Letter of Credit Exposure, through a fee in respect of each Letter of Credit (the Administrative Agent“Letter of Credit Fee”), for the period from the date of issuance of such Letter of Credit to the termination date of such Letter of Credit computed at the per annum rate for each day equal to the Applicable LIBOR Margin for Revolving Credit Loans minus 0.125% per annum on the average daily Stated Amount of such Letter of Credit (provided that in no event shall the payment of Letter of Credit Fees in excess of the amounts payable pursuant to the last two sentences of this subclause (b) be required). Except as provided below, such Letter of Credit Fees shall be due and payable (x) quarterly in arrears on the last Business Day of each March, June, September and December of each year(provided that, commencing September 28the first such payment shall be on December 31, 2007 and shall relate to the period from the Original Closing Date and ended on such date) and (y) on the date on upon which the Total Revolving Credit Commitment of such Lender shall be terminated as provided herein, a fee (an “L/C Participation Fee”) calculated on such Lender’s Pro Rata Percentage of terminates and the daily aggregate L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) during the preceding quarter (or shorter period commencing with the date hereof or ending with the Revolving Credit Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Commitments of all Lenders Outstanding shall have been terminatedreduced to zero. (d) at a rate per annum equal The Borrower agrees to pay to the Applicable Percentage Administrative Agent in Dollars, for its own account, administrative agent fees as have been previously agreed in writing or as may be agreed in writing from time to time used time. (e) The Borrower agrees to determine the interest rate on Revolving Credit Borrowings comprised of Eurodollar Loans pursuant to Section 2.06, and (ii) to the Issuing Bank with respect pay to each Letter of Credit the standard fronting, issuance and drawing fees specified from time to time Issuer a fee in Dollars in respect of each Letter of Credit issued by the Issuing Bank it (the “Issuing Bank FeesFronting Fee”), for the period from the date of issuance of such Letter of Credit to the termination date of such Letter of Credit, computed at the rate for each day equal to 0.125% per annum on the average daily Stated Amount of such Letter of Credit (or at such other rate per annum as agreed in writing between the Borrower and the Letter of Credit Issuer). All L/C Participation Fees and Issuing Bank Such Fronting Fees shall be computed due and payable (x) quarterly in arrears on the basis last Business Day of each March, June, September and December (provided that, the actual number first such payment shall be on December 31, 2007 and shall relate to the period from the Original Closing Date and ended on such date) and (y) on the date upon which the Total Revolving Credit Commitment terminates and the Letters of days elapsed in a year of 360 daysCredit Outstanding shall have been reduced to zero. (df) All Fees shall be paid on the dates due, in immediately available funds, The Borrower agrees to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid pay directly to the Issuing Bank. Once paidLetter of Credit Issuer in Dollars upon each issuance of, none drawing under, and/or amendment of, a Letter of Credit issued by it such amount as the Fees Letter of Credit Issuer and the Borrower shall have agreed upon for issuances of, drawings under or amendments of, letters of credit issued by it. (g) Notwithstanding the foregoing, the Borrower shall not be refundable under obligated to pay any circumstancesamounts to any Defaulting Lender pursuant to this Section 4.1.

Fees. (a) The Borrower agrees to pay to each Revolving Credit Lender (other than any Defaulting Lender), through the Administrative Agent, on the date that is the last Business Day of March, June, September and December in each year, commencing September 28, 2007 year and on each the date on which any the Revolving Credit Commitment Facility Commitments of such Lender all the Lenders shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to 0.50% per annum on the daily unused amount of the Revolving Credit applicable Available Unused Commitment of such Lender during the preceding quarter (or other period commencing with the date hereof Closing Date or ending with the Revolving Credit Maturity Date or the date on which the Revolving Credit last of the Commitments of such Lender shall expire or be terminated)) at a rate equal to the Applicable Commitment Fee. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For purposes the purpose of calculating any Lender’s Commitment Fees onlyFee, no portion of the Revolving Credit Commitments outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed utilized to be zero. The Commitment Fee due to each Lender shall commence to accrue on the Closing Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as a result of outstanding Swingline Loansprovided herein. (b) The Borrower agrees from time to pay to the Administrative Agent, for its own account, the administrative fees set forth in the Fee Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”). (c) The Borrower time agrees to pay (i) to each Revolving Credit Facility Lender of each Class (other than any Defaulting Lender), through the Administrative Agent, on the date that is the last Business Day of March, June, September and December of each year, commencing September 28, 2007 year and on the date on which the Revolving Credit Commitment Facility Commitments of such Lender all the Lenders shall be terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) calculated on such Lender’s Pro Rata Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or shorter period commencing with the date hereof Closing Date or ending with the Revolving Credit Facility Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Facility Commitments of all Lenders such Class shall have been be terminated) at a the rate per annum equal to the Applicable Percentage from time to time used to determine the interest rate on Margin for Eurocurrency Revolving Credit Facility Borrowings comprised of Eurodollar Loans pursuant to Section 2.06such Class effective for each day in such period, and (ii) to each Issuing Bank, for its own account (x) on the Issuing Bank with date that is the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated, a fronting fee in respect to of each Letter of Credit the standard fronting, issuance and drawing fees specified from time to time issued by the such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 1/8 of 1.00% per annum of the Dollar Equivalent of the daily stated amount of such Letter of Credit, plus (y) in connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank’s customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the “First Lien Facilities Administration Fee” as set forth in the Administrative Agent Fee Letter, as it may be amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the “Administrative Agent Fees”). (d) In the event that, on or prior to the date that is twelve months after the Fifth Amendment Agreement Effective Date, the Borrower shall (x) make a prepayment of the Term B-1 Loans pursuant to Section 2.11(a) with the proceeds of any new or replacement tranche of long-term secured term loans that are broadly syndicated to banks and other institutional investors in financings similar to the Term B-1 Loans and have an All-in Yield that is less than the All-in Yield of such Term B-1 Loans, or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B-1 Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B-1 Loans so prepaid and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B-1 Loans for which the All-in Yield has been reduced pursuant to such amendment. Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faith. (e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the applicable Issuing BankBanks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to each Revolving Credit Lender, through the Administrative Agent, on the last Business Day of March, June, September and December in each year, commencing September 28, 2007 year and on each date on which any Revolving Credit Commitment of such Lender shall expire or be terminated as provided herein, a commitment fee (a “"Commitment Fee”") equal to 0.501/2 of 1% per annum on the daily unused amount of the Revolving Credit Commitment Commitments of such Lender (other than the Swingline Commitment) during the preceding quarter (or other period commencing with the date hereof or ending with the Revolving Credit Maturity Date or the date on which the Revolving Credit Commitments of such Lender shall expire or be terminated). All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. The Commitment Fee due to each Lender shall commence to accrue on the date hereof and shall cease to accrue on the date on which the Commitment of such Lender shall expire or be terminated as provided herein. For purposes of calculating Commitment Fees only, no portion of the Revolving Credit Commitments shall be deemed utilized under Section 2.17 as a result of outstanding Swingline Loans. (b) The Borrower agrees to pay to the Administrative Agent, for its own account, the administrative fees set forth in the Fee Letter at the times and in the amounts specified therein agreed to by the Borrower and the Administrative Agent from time to time (the “"Administrative Agent Fees”"). (c) The Borrower agrees to pay (i) to each Revolving Credit Lender, through the Administrative Agent, on the last Business Day of March, June, September and December of each year, commencing September 28, 2007 year and on the date on which the Revolving Credit Commitment of such Lender shall be terminated as provided herein, a fee (an “"L/C Participation Fee”") calculated on such Lender’s 's Pro Rata Percentage of the daily aggregate L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) during the preceding quarter (or shorter period commencing with the date hereof or ending with the Revolving Credit Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Commitments of all Lenders shall have been terminated) at a rate per annum equal to the Applicable Percentage from time to time used to determine the interest rate on Revolving Credit Borrowings comprised of Eurodollar Loans pursuant to Section 2.06, and (ii) to the Issuing Bank with respect to each Letter of Credit the standard fronting, issuance and drawing fees specified from time to time as agreed by the Issuing Bank and the Borrower (the “"Issuing Bank Fees”"). All L/C Participation Fees and Issuing Bank Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the Issuing Bank. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to each Revolving Credit Lender (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December each calendar quarter in each yearyear (beginning with (i) the Closing Date and (ii) thereafter, commencing September 28the first Quarterly Payment Date to occur after the Closing Date), 2007 on the Amendment Closing Date and on each the date on which any the Revolving Credit Commitment Commitments of such Lender all the Revolving Lenders shall expire or be terminated as provided herein, a commitment fee (a “Revolving Commitment Fee”) equal to 0.50% per annum on the average daily unused amount of the Revolving Credit Available Unused Commitment of such Revolving Lender during the preceding such quarter (or other period commencing with the date hereof Commitment Fee Accrual Date, ending with the Amendment Closing Date, commencing with the day after the Amendment Closing Date, or ending with the date on which all remaining Revolving Credit Maturity Commitments shall be terminated) at the rate of 0.50% per annum. (b) The Borrower agrees to pay to each DSR Lender (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of each calendar quarter in each year (beginning with (i) the Closing Date or and (ii) thereafter, the first Quarterly Payment Date to occur after the Closing Date), on the Amendment Closing Date and on the date on which the Revolving Credit DSR Commitments of all the DSR Lenders shall be terminated as provided herein, a commitment fee (a “DSR Commitment Fee”) on the average daily amount of the Available Unused Commitment of such DSR Lender during such quarter (or other period commencing with the Commitment Fee Accrual Date, ending with the Amendment Closing Date, commencing with the day after the Amendment Closing Date, or ending with the date on which all remaining DSR Commitments shall expire or be terminated) at the rate of 0.50% per annum. (i) The Borrower agrees to pay to each Construction Lender (other than any Defaulting Lender). , through the Administrative Agent, on the last Business Day of each calendar quarter in each year (beginning with (A) the Closing Date and (B) thereafter, the first Quarterly Payment Date to occur after the Closing Date), on the Amendment Closing Date and on the date on which the Construction Commitments of all the Construction Lenders shall be terminated as provided herein, a commitment fee (a “Construction Commitment Fee”) on the average daily amount of the Available Unused Commitment of such Construction Lender during such quarter (or other period commencing with the Commitment Fee Accrual Date, ending with the Amendment Closing Date, commencing with the day after the Amendment Closing Date, or ending with the date on which the last of the Construction Commitments shall be terminated) at the rate of 0.50% per annum, (ii) the Borrower agrees to pay to each Term Lender (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of each calendar quarter in each year (beginning with (A) the Term Conversion Date and (B) thereafter, the first Quarterly Payment Date to occur after the Term Conversion Date), on the Amendment Closing Date and on the date on which the Term Commitments of all the Term Lenders shall be terminated as provided herein, a commitment fee (a “Term Commitment Fee”) on the average daily amount of the Available Unused Commitment of such Term Lender during such quarter (or other period commencing with the Term Conversion Date, ending with the Amendment Closing Date, commencing with the day after the Amendment Closing Date, or ending with the date on which the last of the Term Commitments shall be terminated) at the rate of 0.50% per annum, and (iii) the Borrower agrees to pay to each Vista Expansion Lender (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of each calendar quarter in each year (beginning with (A) the Amendment Closing Date and (B) thereafter, the first Quarterly Payment Date to occur after the Amendment Closing Date), on the Amendment Closing Date and on the date on which the Vista Expansion Commitments of all the Vista Expansion Lenders shall be terminated as provided herein, a commitment fee (a “Vista Expansion Commitment Fee” and, together with the Revolving Commitment Fee, the DSR Commitment Fee, the Construction Commitment Fee and the Term Commitment Fee, the “Commitment Fees”) on the average daily amount of the Available Unused Commitment of such Vista Expansion Lender during such quarter (or other period commencing with the Amendment Closing Date, ending with the Amendment Closing Date, commencing with the day after the Amendment Closing Date, or ending with the date on which the last of the Vista Expansion Commitments shall be terminated) at the rate of 0.50% per annum. (d) All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For purposes of calculating The Commitment Fees only, no portion due to each Lender shall begin to accrue on the Commitment Fee Accrual Date and shall cease to accrue on the date on which the last of the Revolving Credit Commitments of such Lender shall be deemed utilized terminated as a result of outstanding Swingline Loansprovided herein. (be) The Borrower agrees to pay to the Administrative Agent, for its own account, the administrative fees set forth in the Fee Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”). (c) The Borrower agrees to pay (i) to each Revolving Credit Lender (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December each calendar quarter of each yearyear (beginning with the first Quarterly Payment Date to occur after the Closing Date), commencing September 28, 2007 and on the date on which the Revolving Credit Commitment Commitments of such Lender all the Lenders shall be terminated as provided herein, a fee (an a “Revolving L/C Participation Fee”) calculated on such Lender’s Pro Rata Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed Revolving L/C Disbursements) during the preceding such quarter (or shorter period commencing with the date hereof Closing Date or ending with the Revolving Credit Maturity Date or the date on which all Letters the last of Credit have been canceled or have expired and the Revolving Credit Commitments of all Lenders shall have been be terminated) at a rate per annum equal to the sum of (x) the Applicable Percentage from time Margin for Eurodollar Revolving Loans effective for each day in such period and (y) to time used to determine the interest rate on Revolving Credit Borrowings comprised extent that any Event of Eurodollar Loans Default shall have occurred and be continuing (but excluding any Event of Default that has been waived by the Lenders pursuant to Section 2.069.08), and (ii) to the Issuing Bank with respect to each Letter of Credit the standard fronting, issuance and drawing fees specified from time to time by the Issuing Bank (the “Issuing Bank Fees”)2.00%. All Revolving L/C Participation Fees and Issuing Bank Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (df) The Borrower agrees to pay to each DSR Lender (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of each calendar quarter of each year (beginning with the first Quarterly Payment Date to occur after the Term Conversion Date), and on the date on which the DSR Commitments of all the Lenders shall be terminated as provided herein, a fee (a “DSR L/C Participation Fee”) on such Lender’s Facility Percentage of the daily aggregate DSR L/C Exposure (excluding the portion thereof attributable to unreimbursed DSR L/C Disbursements) during such quarter (or shorter period commencing with the Term Conversion Date or ending with the date on which the last of the DSR Commitments shall be terminated) at a rate per annum equal to the sum of (x) the Applicable Margin for Eurodollar DSR L/C Loans effective for each day in such period and (y) to the extent that any Event of Default shall have occurred and be continuing (but excluding any Event of Default that has been waived by the Lenders pursuant to Section 9.08), 2.00%. All DSR L/C Participation Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (g) The Borrower agrees to pay (i) to each of the Agents and the Arrangers any fees set forth in any Fee Letter to which such Agent or Arranger is a party and (ii) to each Issuing Bank, fees and other charges to be separately agreed by the Borrower and such Issuing Bank. (h) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the Issuing Bank. Once paid, none of the Fees shall be refundable under any circumstances, absent manifest error.

Fees. (a) The Borrower Company agrees to pay to each Revolving Credit Lender, through the Administrative Agent, on the last Business Day of Marcheach March 31, JuneJune 30, September 30 and December in each year31 (with the first payment being due on September 30, commencing September 28, 2007 2011) and on each date on which any Revolving Credit the Commitment of such Lender shall expire or be terminated as provided hereinherein (and any subsequent date on which such Lender shall cease to have any Revolving Credit Exposure or L/C Exposure), a commitment facility fee (a “Commitment Facility Fee”) ), at a rate per annum equal to 0.50% per annum the Applicable Percentage from time to time in effect, on the daily unused amount of the Revolving Credit Commitment of such Lender Lender, whether used or unused, during the preceding quarter (or other period commencing with on the date hereof Closing Date, or ending with the Revolving Credit Maturity Date or the any date on which the Revolving Credit Commitments Commitment of such Lender shall expire or be terminated)) or, if such Lender continues to have any Revolving Credit Exposure or L/C Exposure after its Commitment terminates, on the daily amount of such Lender’s Revolving Credit Exposure and L/C Exposure. All Commitment Facility Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 365 or 366 days, as the case may be. For purposes of calculating Commitment Fees only, no portion The Facility Fee due to each Lender shall commence to accrue on the Closing Date and shall cease to accrue on the earlier of the Revolving Credit Commitments shall be deemed utilized Maturity Date and the termination of the Commitment of such Lender as a result of outstanding Swingline Loansprovided herein. (b) The Borrower Company agrees to pay to the Administrative Agent, for its own account, the administrative and other fees set forth in separately agreed to by the Fee Letter at Company and the times and in the amounts specified therein Administrative Agent (the “Administrative Agent Fees”). (c) The Borrower Company agrees to pay (i) to each Revolving Credit Lender, through the Administrative Agent, on the last Business Day of Marcheach March 31, JuneJune 30, September 30 and December of each year, commencing September 28, 2007 31 and on the date on which the Revolving Credit Commitment of such Lender shall be terminated as provided herein, a fee (an “L/C Participation Fee”) calculated on such Lender’s Pro Rata Percentage of the average daily aggregate L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) during the preceding quarter (or shorter period commencing with the date hereof Effective Date or ending with the Revolving Credit later of (A) the Maturity Date or the date on which all Letters the Commitment of Credit such Lender shall be terminated and (B) the date on which such Lender shall cease to have been canceled or have expired and the Revolving Credit Commitments of all Lenders shall have been terminatedany L/C Exposure) at a rate per annum equal to the Applicable Percentage from time to time used to determine the interest rate on Revolving Credit Borrowings comprised of Eurodollar Loans pursuant to Section 2.06time, and (ii) to the each Issuing Bank with respect to each Letter of Credit issued by it the standard fronting, issuance and drawing fees specified from time to time agreed upon by the Company and such Issuing Bank plus, in connection with the issuance, amendment or transfer of any Letter of Credit or any L/C Disbursement, such Issuing Bank’s customary documentary and processing charges (collectively, the “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. Notwithstanding the foregoing, in the case of any Letter of Credit that will expire later than the first anniversary of the issuance, amendment, renewal or extension thereof, the L/C Participation Fee and Issuing Bank Fees shall be increased by an amount to be agreed upon prior to such issuance, amendment, renewal or extension by the applicable Borrower, the applicable Issuing Bank and the Required Lenders. (d) The Company agrees to pay to each Lender, through the Administrative Agent, on the earlier of the Closing Date and the date on which the Commitments terminate (if such earlier date is later than November 30, 2011), a ticking fee (the “Ticking Fee”) equal to 0.15% per annum of the daily aggregate principal amount of the Commitment of such Lender for the period commencing on and including November 30, 2011, and ending on but excluding the Closing Date. (e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the applicable Issuing BankBanks and the Administrative Fees shall be paid pursuant to paragraph (b) above. Once paid, none of the Fees shall be refundable under any circumstancescircumstances in the absence of demonstrable error.

Fees. (a) The Borrower agrees to pay to each Revolving Credit Lender (other than any Defaulting Lender), through the Administrative Agent, on the date that is three Business Days after the last Business Day day of March, June, September and December in each year, commencing September 28, 2007 year and on each the date on which any the Revolving Credit Commitment Facility Commitments of such Lender all the Lenders shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to 0.50% per annum on the daily unused amount of the Revolving Credit applicable Available Unused Commitment of such Lender during the preceding quarter (or other period commencing with the date hereof Closing Date or ending with the Revolving Credit Maturity Date or the date on which the Revolving Credit last of the Commitments of such Lender shall expire or be terminated)) at a rate equal to the Applicable Commitment Fee accrued up to the last Business Day of each March, June, September and December. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For purposes of calculating any Lender’s Commitment Fees onlyFee, no portion of the Revolving Credit Commitments outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed utilized to be zero. The Commitment Fee due to each Lender shall commence to accrue on the Closing Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as a result of outstanding Swingline Loansprovided herein. (b) The Borrower agrees from time to pay to the Administrative Agent, for its own account, the administrative fees set forth in the Fee Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”). (c) The Borrower time agrees to pay (i) to each Revolving Credit Facility Lender of each Class (other than any Defaulting Lender), through the Administrative Agent, on the date that is three Business Days after the last Business Day day of March, June, September and December of each year, commencing September 28, 2007 year and on the date on which the Revolving Credit Commitment Facility Commitments of such Lender all the Lenders shall be terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) calculated on such Lender’s Pro Rata Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or shorter period commencing with the date hereof Closing Date or ending with the Revolving Credit Facility Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Facility Commitments of all Lenders such Class shall have been be terminated) at a the rate per annum equal to the Applicable Percentage from time Margin for Eurocurrency Revolving Facility Borrowings of such Class effective for each day in such period accrued up to time used to determine the interest rate on Revolving Credit Borrowings comprised last Business Day of Eurodollar Loans pursuant to Section 2.06each March, June, September and December, and (ii) to each Issuing Bank, for its own account (x) on the Issuing Bank with date that is three Business Days after the last day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated, a fronting fee in respect to of each Letter of Credit the standard fronting, issuance and drawing fees specified from time to time issued by the such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 1/8 of 1.00% per annum of the Dollar Equivalent of the daily stated amount of such Letter of Credit, plus (y) in connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank’s customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the “Senior Facilities Administration Fee” as set forth in the Fee Letter, as may be amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the “Administrative Agent Fees”). (d) In the event that, on or prior to the date that is six months after the November 2017 Effective Date, the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) with the proceeds of any new or replacement tranche of long-term secured term loans that are broadly syndicated to banks and other institutional investors in financings similar to the Term B Loans and have an All-in Yield that is less than the All-in Yield of such Term B Loans (other than, for the avoidance of doubt, with respect to securitizations) or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan Lenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment. Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faith. (e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the applicable Issuing BankBanks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay (the “Commitment Fee”) to each Revolving Credit Facility Lender (other than any Defaulting Lender), through the Administrative Agent, on the date that is one Business Day after the last Business Day of March, June, September and December in each year, commencing September 28, 2007 and on each the date on which any the Revolving Credit Commitment Facility Commitments of such Lender all the Revolving Facility Lenders shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to 0.50% per annum in Dollars on the daily unused amount of the Revolving Credit Available Unused Commitment of such Lender under the Revolving Facility during the preceding quarter (or other period commencing with the date hereof Closing Date or ending with the Revolving Credit Maturity Date or the date on which the last of the Revolving Credit Facility Commitments of such Lender shall expire or be terminated)) at a rate equal to the Applicable Commitment Fee. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For purposes the purpose of calculating any Revolving Facility Lender’s Commitment Fees onlyFee, no portion of the outstanding Swingline Loans during the period for which such Revolving Credit Commitments Facility Lender’s Commitment Fee is calculated shall be deemed utilized to be zero. The Commitment Fee due to each Revolving Facility Lender shall commence to accrue on the Closing Date and shall cease to accrue on the date on which the last of the Commitments of such Revolving Facility Lender shall be terminated as a result of outstanding Swingline Loansprovided herein. (b) The Borrower agrees from time to pay to the Administrative Agent, for its own account, the administrative fees set forth in the Fee Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”). (c) The Borrower time agrees to pay (i) to each Revolving Credit Facility Lender (other than any Defaulting Lender), through the Administrative Agent, one Business Day after the last day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) on such Lender’s Revolving Facility Percentage of the daily aggregate Outstanding Amount of L/C Obligations (excluding the portion thereof attributable to Unreimbursed Amounts in respect of Letters of Credit) during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Facility Maturity Date or the date on which the applicable Revolving Facility Commitments shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Facility Borrowings effective for each day in such period; provided, however, any L/C Participation Fee otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer, shall be payable, to the maximum extent permitted by applicable law, to the other Lenders in accordance with the upward adjustments in their respective Revolving Facility Percentage allocable to such Letter of Credit pursuant to Section 2.05(l), with the balance of such fee, if any, payable to the L/C Issuer for its own account and (ii) to each L/C Issuer, for its own account (x) three Business Days after the last Business Day of March, June, September and December of each year, commencing September 28, 2007 year and on the date on which the Revolving Credit Commitment Facility Commitments of such Lender all the Lenders shall be terminated as provided herein, a fronting fee in Dollars in respect of each Letter of Credit issued by such L/C Issuer for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 1/4 of 1% per annum of the Dollar Equivalent of the daily stated amount of such Letter of Credit), plus (an y) in connection with the issuance, amendment or transfer of any such Letter of Credit or any drawing thereunder, such L/C Issuer’s customary documentary and processing fees and charges (collectively, “L/C Participation Fee”) calculated on such Lender’s Pro Rata Percentage of the daily aggregate L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) during the preceding quarter (or shorter period commencing with the date hereof or ending with the Revolving Credit Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Commitments of all Lenders shall have been terminated) at a rate per annum equal to the Applicable Percentage from time to time used to determine the interest rate on Revolving Credit Borrowings comprised of Eurodollar Loans pursuant to Section 2.06, and (ii) to the Issuing Bank with respect to each Letter of Credit the standard fronting, issuance and drawing fees specified from time to time by the Issuing Bank (the “Issuing Bank Issuer Fees”). All L/C Participation Fees and Issuing Bank L/C Issuer Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) During the period commencing at the time any Lender became a Defaulting Lender until such time, if any, as such Lender is no longer a Defaulting Lender, no Commitment Fee shall accrue with respect to any of the applicable Revolving Facility Commitments of such Defaulting Lender. Any Commitment Fees owing to any Defaulting Lender which accrued during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall be deferred and shall be payable only if and when such Lender is no longer a Defaulting Lender. (d) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the agency fees set forth in the Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the “Administrative Agent Fees”). (e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank L/C Issuer Fees shall be paid directly to the Issuing Bankapplicable L/C Issuers and Administrative Agent Fees shall be for the account of the Administrative Agent. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees Borrowers agree, jointly and severally, to pay to each Revolving Credit Lender, through the Administrative Agent, on the last Business Day day of March, June, September and December in each year, commencing September 28, 2007 year and on each date on which any Revolving Credit the Commitment of such Lender shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to 0.50% the Applicable Spread per annum in effect from time to time on the daily unused amount of the Revolving Credit Commitment of such Lender during the preceding quarter (or other period commencing with on the date hereof Closing Date or ending with on the Revolving Credit Maturity Date or the date on which the Revolving Credit Commitments of such Lender shall expire or be terminated). All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For purposes of calculating The Commitment Fees only, no portion due to each Lender shall commence to accrue on the Closing Date and shall cease to accrue on the date on which the Commitment of the Revolving Credit Commitments such Lender shall expire or be deemed utilized terminated as a result of outstanding Swingline Loansprovided herein. (b) The Borrower agrees Borrowers agree, jointly and severally, to pay to the Administrative Agent, for its own account, Agent the administrative fees set forth in the Fee Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”). (c) The Borrower agrees Borrowers agree, jointly and severally, to pay (i) to each Revolving Credit Lender, through the Administrative Agent, on the last Business Day day of March, June, September and December of each year, commencing September 28, 2007 year and on the date on which the Revolving Credit Commitment of such Lender shall be terminated as provided herein, a fee (an “L/C Participation Fee”) calculated on such Lender’s Pro Rata Applicable Percentage of the daily aggregate L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) during the preceding quarter (or shorter period commencing with on the date hereof Closing Date or ending with on the Revolving Credit Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Commitments of all Lenders shall have been terminated) at a rate per annum equal to the Applicable Percentage Spread from time to time used to determine the interest rate on Revolving Credit Borrowings comprised of Eurodollar Loans pursuant to Section 2.06, 2.06(b) and (ii) to the Issuing Bank with respect to each Letter of Credit the standard fronting, issuance and drawing fronting fees specified from time to time by set forth in the Issuing Bank Fee Letter (the “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the Issuing Bank. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to each Revolving Credit Lender, through the Administrative Agent, on the last Business Day of March, June, September and December in each year, commencing September 28, 2007 year and on each date on which any Revolving Credit Commitment of such Lender shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to 0.50% per annum the Applicable Margin on the daily unused amount of the Revolving Credit Commitment of such Lender during the preceding quarter (or other period commencing with the date hereof or ending with the Revolving Credit Maturity Date or the date on which the Revolving Credit Commitments of such Lender shall expire or be terminated). All Commitment Fees shall be computed on the basis of the actual number of days elapsed (including the first day but excluding the last day) in a year of 360 365/366 days. For purposes of calculating Commitment Fees only, no portion of the Revolving Credit Commitments shall be deemed utilized as a result of outstanding Swingline Loans. (b) The Borrower agrees to pay to the Administrative Agent, for its own account, the administrative fees set forth in the Fee Letter Transaction Letters at the times and in the amounts specified therein (the “Administrative Agent Fees”). (c) The Borrower agrees to pay (i) to each Revolving Credit Lender, through the Administrative Agent, on the last Business Day of March, June, September and December of each year, commencing September 28, 2007 year and on the date on which the Revolving Credit Commitment of such Lender shall be terminated as provided herein, a fee (an “L/C Participation Fee”) calculated on such Lender’s Pro Rata Percentage of the daily aggregate L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) during the preceding quarter (or shorter period commencing with the date hereof or ending with the Revolving Credit Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Commitments of all Lenders shall have been terminated) at a rate per annum equal to the Applicable Percentage Margin from time to time used to determine the interest rate on Revolving Credit Borrowings comprised of Eurodollar Loans pursuant to Section 2.06, 2.06(b) and (ii) to the Issuing Bank with respect to each Letter of Credit on the standard frontinglast Business Day of March, June, September and December of each year and on the date on which the Revolving Credit Commitment of the Issuing Bank shall expire as or be terminated as provided herein, (x) a fronting fee which shall accrue at a rate equal to 0.125% per annum on the average daily amount of the L/C Exposure (excluding any portion thereof attributable to unpaid Reimbursement Obligations) during the period from and including the Closing 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 L/C Exposure and (y) customary issuance and drawing fees and standard documentation, administration, payment and cancellation charges specified from time to time by the Issuing Bank (collectively, the “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees shall be computed on the basis of the actual number of days elapsed (including the first day but excluding the last day) in a year of 360 365/366 days. (d) In the event that, prior to the second anniversary of the Closing Date, the Borrower (x) makes any prepayment of Tranche B Term Loans pursuant to Section 2.12(a) or Section 2.13(d) or (e) or (y) effects any amendment to this Agreement resulting in a Repricing Transaction (including, for the avoidance of doubt, any Extension Amendment pursuant to Section 2.26), the Borrower shall pay to the Administrative Agent for the ratable account of each of the applicable Lenders, a prepayment premium or fee, as applicable, of (A) 2.00% of the aggregate principal amount of the Tranche B Term Loans so prepaid or subject to such amendment if such prepayment or amendment occurs prior to the first anniversary of the Closing Date and (B) 1.00% of the aggregate principal amount of the Tranche B Term Loans so prepaid or subject to such amendment if such prepayment or amendment occurs on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date. If, on or prior to the second anniversary of the Closing Date, any Lender is replaced pursuant to Section 2.21 in connection with such Lender’s refusal to consent to any amendment, waiver or other modification of this Agreement, the Borrower shall pay to such Lender a fee (of 2.00% or 1.00%, as applicable, determined in accordance with the preceding sentence) of the aggregate principal amount of Tranche B Term Loans in respect of which such Lender is replaced. Such amounts shall be due and payable on the date of effectiveness of such prepayment or amendment. Notwithstanding the foregoing, no prepayment premium shall be payable pursuant to this Section 2.05(d) with respect to any prepayment pursuant to Section 2.12(a) to the extent such prepayment is made with the Net Cash Proceeds of a Qualified Public Offering. (e) The Borrower agrees to pay on the Closing Date to each Revolving Credit Lender party to this Agreement on the Closing Date, as compensation for the Revolving Credit Commitment of such Revolving Credit Lender, an upfront fee in an amount equal to 0.75% of the stated principal amount of such Revolving Credit Lender’s Revolving Credit Commitment. Such fees shall be payable by the Borrower to each Revolving Credit Lender on the Closing Date. Such closing fees will be in all respects fully earned, due and payable on the Closing Date and non-refundable and non-creditable thereafter. (f) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the Issuing Bank. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to each Revolving Credit Lender (other than any Defaulting Lender), through the Administrative Agent, on 10 Business Days after the last Business Day of March, June, September and December in each year, commencing September 28, 2007 and on each three Business Days after the date on which any the Revolving Credit Commitment Facility Commitments of such Lender all the Lenders shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to 0.50% per annum on the daily unused amount of the Revolving Credit Available Unused Commitment of such Lender during the preceding quarter (or other period commencing with the date hereof Closing Date or ending with the Revolving Credit Maturity Date or the date on which the Revolving Credit last of the Commitments of such Lender shall expire or be terminated)) at the Commitment Fee Rate. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For purposes the purpose of calculating any Lender’s Commitment Fees onlyFee, no portion the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall not reduce the amount of the Revolving Credit Available Unused Commitment. The Commitment Fee due to each Lender shall commence to accrue on the Closing Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be deemed utilized terminated as a result of outstanding Swingline Loansprovided herein. (b) The Borrower agrees from time to pay to the Administrative Agent, for its own account, the administrative fees set forth in the Fee Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”). (c) The Borrower time agrees to pay (i) to each Revolving Credit Facility Lender (other than any Defaulting Lender), through the Administrative Agent, on 10 Business Days after the last Business Day day of March, June, September and December of each year, commencing September 28, 2007 year and on three Business Days after the date on which the Revolving Credit Commitment Facility Commitments of such Lender all the Lenders shall be terminated as provided herein, a fee (an “L/C Participation Fee”) calculated on such Lender’s Pro Rata Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) ), during the preceding quarter (or shorter period commencing with the date hereof Closing Date or ending with the Revolving Credit Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Facility Commitments of all Lenders shall have been be terminated) at a the rate per annum equal to the Applicable Percentage from time to time used to determine the interest rate on Revolving Credit Margin for Eurocurrency Borrowings comprised of Eurodollar Loans pursuant to Section 2.06effective for each day in such period, and (ii) to each Issuing Bank, for its own account, (x) 10 Business Days after the Issuing Bank with last day of March, June, September and December of each year and three Business Days after the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fronting fee in respect to of each Letter of Credit the standard fronting, issuance and drawing fees specified from time to time issued by the such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 1/4 of 1% per annum of the daily average stated amount of such Letter of Credit or $1,000 per annum, whichever is higher, plus (y) in connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank’s customary documentary and processing charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the agency fees set forth in the Agency Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the “Administrative Agent Fees”). (d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the applicable Issuing BankBanks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to each Revolving Credit Lender, without duplication of any other amounts paid to such Lender (other than any Defaulting Lender), through the Administrative Agent, on three Business Days after the last Business Day day of March, June, September and December in each year, commencing September 28, 2007 and on each the date on which any the Revolving Credit Commitment Facility Commitments of such Lender all the Lenders shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to 0.50% per annum on the daily unused amount of the Revolving Credit Available Unused Commitment of such Lender during the preceding quarter up until the last day of such quarter (or other period commencing with the Closing Date (or the last date hereof or on which such fee was paid) and ending with the last day of such quarter or the Revolving Credit Facility Maturity Date or the date on which the Revolving Credit last of the Commitments of such Lender shall expire or be terminated), as applicable) at the rate per annum equal to 0.50%. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For purposes the purpose of calculating any Lender’s Commitment Fees onlyFee, no portion of the Revolving Credit Commitments outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed utilized to be zero. The Commitment Fee due to each Lender shall begin to accrue on the Closing Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as a result of outstanding Swingline Loansprovided herein. (b) The Borrower from time to time agrees to pay to each Revolving Facility Lender (other than any Defaulting Lender), through the Administrative Agent, for its own accountthree Business Days after the last day of March, June, September and December of each year and on the administrative fees set forth in date on which the Fee Letter Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fee (a “Revolving L/C Participation Fee”) on such Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed Revolving L/C Disbursements), during the preceding quarter (or shorter period commencing with the Closing Date (or the last date on which such fee was paid) and ending with the last day of such quarter or the Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments shall be terminated, as applicable) at the times and rate per annum equal to the Applicable Margin for Eurodollar Revolving Facility Borrowings effective for each day in the amounts specified therein (the “Administrative Agent Fees”)such period. (c) The Borrower from time to time agrees to pay (i) to each Revolving Credit LenderIssuing Bank, through the Administrative Agentfor its own account, (x) on the last Business Day of March, June, September and December of each year, commencing September 28, 2007 year and on the date on which the Revolving Credit Commitment Facility Commitments of such Lender all the Lenders shall be terminated terminate as provided herein, a fronting fee in an amount equal to 0.25% per annum of the daily average stated amount of such Revolving Letter of Credit, in respect of each Revolving Letter of Credit issued by such Issuing Bank for the period from and including the date of issuance of such Revolving Letter of Credit to and including the termination of such Revolving Letter of Credit, plus (an “y) in connection with the issuance, amendment or transfer of any such Revolving Letter of Credit or any Revolving L/C Participation Fee”) calculated on Disbursement thereunder, such LenderIssuing Bank’s Pro Rata Percentage of the daily aggregate L/C Exposure customary documentary and processing charges (excluding the portion thereof attributable to unreimbursed L/C Disbursements) during the preceding quarter (or shorter period commencing with the date hereof or ending with the Revolving Credit Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Commitments of all Lenders shall have been terminated) at a rate per annum equal to the Applicable Percentage from time to time used to determine the interest rate on Revolving Credit Borrowings comprised of Eurodollar Loans pursuant to Section 2.06collectively, and (ii) to the Issuing Bank with respect to each Letter of Credit the standard fronting, issuance and drawing fees specified from time to time by the Issuing Bank (the “Issuing Bank Fees”). All Revolving L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (d) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the administrative fee set forth in clause (c) of the fourth paragraph of the Fee Letter at the times specified therein or such other administrative fee as agreed between the Borrower and the Administrative Agent in writing (such fees, the “Administrative Agent Fees”) and to pay all other fees due and payable under clauses (a) and (b) of the fourth paragraph of the Fee Letter, provided, that, for the avoidance of doubt, for purposes of calculating the fees payable under clauses (a) and (b) of the fourth paragraph of the Fee Letter, the aggregate amount of the Revolving Facility on the Closing Date shall be equal to $400,000,000. (e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the applicable Issuing BankBanks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to each Revolving Credit Lender, through the Administrative Agent, on the last Business Day of March, June, September and December in each year, commencing September 28, 2007 year and on each date on which any Revolving Credit Commitment of such Lender shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to 0.50% per annum on the daily unused amount of the Revolving Credit Commitment Commitments of such Lender (other than the Swingline Commitment) during the preceding quarter (or other period commencing with the date hereof or ending with the Revolving Credit Maturity Date or the date on which the Revolving Credit Commitments of such Lender shall expire or be terminated); provided 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. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. The Commitment Fee due to each Lender shall commence to accrue on the date hereof and shall cease to accrue on the date on which the Commitment of such Lender shall expire or be terminated as provided herein. For purposes of calculating Commitment Fees only, no portion of the Revolving Credit Commitments shall be deemed utilized as a result of outstanding Swingline Loans. (b) The Borrower agrees to pay to the Administrative Agent, for its own account, the administrative administration fees set forth in the Fee Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”). (c) The Borrower agrees to pay (i) to each Revolving Credit Lender, through the Administrative Agent, on the last Business Day of March, June, September and December of each year, commencing September 28, 2007 and on the date on which the Revolving Credit Commitment of such Lender shall be terminated as provided herein, Fee Payment Date a fee (an “L/C Participation Fee”) calculated on such Lender’s Pro Rata Percentage of the daily aggregate L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) during the preceding quarter (or shorter period commencing with the date hereof or ending with the Revolving Credit Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Commitments of all Lenders shall have been terminated) at a rate per annum equal to the Applicable Percentage from time to time used to determine the interest rate on Revolving Credit Borrowings comprised of Eurodollar Loans pursuant to Section 2.062.6, and (ii) to the Issuing Bank with respect to Bank, for its own account, a fronting fee of 0.25% per annum on the undrawn and unexpired amount of each Letter of Credit Credit, payable quarterly in arrears on each Fee Payment Date after the standard fronting, issuance and drawing fees specified from time to time by the Issuing Bank date (the “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (d) All Fees shall be paid in Dollars on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the Issuing Bank. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to each Revolving Credit Lender (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December in each year, commencing September 28, 2007 year and on each the date on which any the Revolving Credit Commitment Facility Commitments of such Lender all the Lenders shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to 0.50% per annum on the daily unused amount of the Revolving Credit applicable Available Unused Commitment of such Lender during the preceding quarter (or other period commencing with the date hereof Closing Date or ending with the Revolving Credit Maturity Date or the date on which the Revolving Credit last of the Commitments of such Lender shall expire or be terminated)) at a rate equal to the Applicable Commitment Fee. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For purposes the purpose of calculating any Lender’s Commitment Fees onlyFee, no portion of the Revolving Credit Commitments outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed utilized to be zero. The Commitment Fee due to each Lender shall commence to accrue on the Closing Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as a result of outstanding Swingline Loansprovided herein. (b) The Borrower agrees from time to pay to the Administrative Agent, for its own account, the administrative fees set forth in the Fee Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”). (c) The Borrower time agrees to pay (i) to each Revolving Credit Facility Lender of each Class (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December of each year, commencing September 28, 2007 year and on the date on which the Revolving Credit Commitment Facility Commitments of such Lender all the Lenders shall be terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) calculated on such Lender’s Pro Rata Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or shorter period commencing with the date hereof Closing Date or ending with the Revolving Credit Facility Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Facility Commitments of all Lenders such Class shall have been be terminated) at a the rate per annum equal to the Applicable Percentage from time to time used to determine the interest rate on Margin for Eurocurrency Revolving Credit Facility Borrowings comprised of Eurodollar Loans pursuant to Section 2.06such Class effective for each day in such period, and (ii) to each Issuing Bank, for its own account (x) the Issuing Bank with last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated, a fronting fee in respect to of each Letter of Credit the standard fronting, issuance and drawing fees specified from time to time issued by the such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 1/8 of 1% per annum of the daily stated amount of such Letter of Credit), plus (y) in connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank’s customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the “Senior Facilities Administration Fee” as set forth in the Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the “Administrative Agent Fees”). (d) In the event that, on or prior to the first anniversary of the Closing Date, the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) (or assignment in lieu thereof pursuant to Section 9.04(h)) with the proceeds of any new or replacement tranche of term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (or any mandatory assignment under Section 2.19(c) shall have been made in connection therewith), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Lenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term Loans so prepaid and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term Loans for which the All-In Yield has been reduced pursuant to such amendment. Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. (e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the applicable Issuing BankBanks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a1) The Borrower agrees agrees, to pay to each Revolving Credit Lender (other than any Defaulting Lender), through the Administrative Agent, on the last fifth Business Day after the end of March, June, September and December in each yearfiscal quarter of the Borrower, commencing September 28with the first full fiscal quarter of the Borrower ending after the Closing Date, 2007 and on each Maturity Date and any date on which any Revolving Credit Commitment the Commitments of such Lender shall expire or be all the Lenders are terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to 0.50% per annum on the daily unused amount of the Revolving Credit Available Unused Commitment of such Lender during the preceding fiscal quarter (or other period commencing with the date hereof Closing Date, or in the case of the first full fiscal quarter, the period commencing on the Closing Date and ending with the end of the first fiscal quarter, or ending with the Revolving Credit Maturity Date or the date on which the Revolving Credit last of the Commitments of such Lender shall expire or will be terminated, as applicable) at a rate equal to the Applicable Commitment Fee Percentage (which shall be adjusted quarterly on each Adjustment Date). All Commitment Fees shall will be computed on the basis of the actual number of days elapsed in a year of 360 days. For purposes the purpose of calculating any Lender’s Commitment Fees onlyFee, no portion of the Revolving Credit Commitments shall outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated will be deemed utilized as a result of outstanding Swingline Loans. (b) to be zero. The Borrower agrees to pay to the Administrative Agent, for its own account, the administrative fees set forth in the Commitment Fee Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”). (c) The Borrower agrees to pay (i) due to each Revolving Credit Lender, through the Administrative Agent, Lender will commence to accrue on the last Business Day of March, June, September Closing Date and December of each year, commencing September 28, 2007 and will cease to accrue on the date on which the Revolving Credit Commitment last of the Commitments of such Lender shall will be terminated as provided herein. (2) The Borrower agrees, to pay to: (a) the Administrative Agent for the account of each Revolving Lender (other than any Defaulting Lender, it being understood that at any time the Issuing Bank has Fronting Exposure to such Defaulting Lender, the L/C Participation Fee with respect to such Fronting Exposure will be payable to the Issuing Bank for its own account), on the fifth Business Day after the end of each fiscal quarter of the Borrower in each year, commencing with the first full fiscal quarter of the Borrower ending after the Closing Date, and on each Maturity Date and any date on which the Commitments of all the Lenders are terminated as provided herein, a fee (an “L/C Participation Fee”) calculated on such Lender’s Pro Rata Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) ), during the preceding fiscal quarter (or shorter other period commencing with the date hereof Closing Date, or in the case of the first full fiscal quarter, the period commencing on the Closing Date and ending with the end of the first fiscal quarter, or ending with the Revolving Credit Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Facility Commitments of all Lenders shall have been are terminated, as applicable) at a the rate per annum equal to the Applicable Percentage from time to time used to determine Margin for Eurocurrency Revolving Facility Borrowings effective for each day in such period; and (b) each Issuing Bank, for its own account (i) on the interest rate on Revolving Credit Borrowings comprised fifth Business Day after the end of Eurodollar Loans pursuant to Section 2.06each fiscal quarter of the Borrower, commencing with the first full fiscal quarter of the Borrower ending after the Closing Date, and (ii) to on each Maturity Date and any date on which the Issuing Bank with Commitments of all the Lenders are terminated as provided herein, a fronting fee in respect to of each Letter of Credit issued by, or the standard frontingterm of which is extended by, issuance and drawing fees specified from time to time by the such Issuing Bank for the period from and including the date of issuance or extension of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 0.125% per annum of the daily stated amount of such Letter of Credit plus (the ii) such Issuing Bank’s customary issuance fees and customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees shall that are payable in Dollars on a per annum basis will be computed on the basis of the actual number of days elapsed in a year of 360 days. (d3) The Borrower agrees, to pay to the Administrative Agent, for its own account, the agency fees set forth in the Fee Letter at the times specified therein or in such other amounts and at such other times as may be separately agreed in writing by the Administrative Agent and the Borrower from time to time (the “Administrative Agent Fees”). (4) All Fees shall will be paid on the dates due, in immediately available funds, to the Administrative Agent at the Payment Office for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall will be paid directly to the applicable Issuing BankBanks. Once paid, none of the Fees shall will be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to each Revolving Credit Lender (other than any Defaulting Lender), through the Administrative Agent, on ten (10) Business Days after the last Business Day day of March, June, September and December in each year, commencing September 28, 2007 and on each three (3) Business Days after the date on which any the Revolving Credit Commitment Facility Commitments of such Lender all the Lenders shall expire or be terminated as provided herein, a commitment fee as set forth in the definition of Applicable Margin (a “Commitment Fee”) equal to 0.50% per annum on the daily unused amount of the Revolving Credit Available Unused Commitment of such Lender during the preceding quarter (or other period commencing with the date hereof Third Amendment Effective Date or ending with the Revolving Credit Maturity Date or the date on which the Revolving Credit last of the Commitments of such Lender shall expire or be terminated). All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For purposes the purpose of calculating any Lender’s Commitment Fees onlyFee, no portion of the Revolving Credit Commitments outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed utilized to be zero. The Commitment Fee due to each Lender shall begin to accrue on the Third Amendment Effective Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as a result of outstanding Swingline Loansprovided herein. (b) The Borrower agrees from time to pay to the Administrative Agent, for its own account, the administrative fees set forth in the Fee Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”). (c) The Borrower time agrees to pay (i) to each Revolving Credit Facility Lender (other than any Defaulting Lender), through the Administrative Agent, on ten (10) Business Days after the last Business Day day of March, June, September and December of each year, commencing September 28, 2007 year and on three (3) Business Days after the date on which the Revolving Credit Commitment Facility Commitments of such Lender all the Lenders shall be terminated as provided herein, a fee (an “L/C Participation Fee”) calculated on such Lender’s Pro Rata Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) ), during the preceding quarter (or shorter period commencing with the date hereof Third Amendment Effective Date or ending with the Revolving Credit Facility Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Facility Commitments of all Lenders shall have been be terminated) at a the rate per annum equal to the Applicable Percentage from time to time used to determine the interest rate on Margin for Eurocurrency Revolving Credit Facility Borrowings comprised of Eurodollar Loans pursuant to Section 2.06, effective for each day in such period and (ii) to each Issuing Bank, for its own account, (x) ten (10) Business Days after the Issuing Bank with last day of March, June, September and December of each year and three (3) Business Days after the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fronting fee in respect to of each Letter of Credit the standard fronting, issuance and drawing fees specified from time to time issued by the such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 0.125% (or such other percentage to be mutually agreed upon between the Borrower and the applicable Issuing Lender) per annum of the daily average stated amount of such Letter of Credit), plus (y) in connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank’s customary documentary and processing charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the fees set forth in the Fee Letter (the “Administrative Agent Fees”). (d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the applicable Issuing BankBanks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to each Revolving Credit Lender (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December each calendar quarter in each yearyear (beginning with (i) the Closing Date and (ii) thereafter, commencing September 28the first Quarterly Payment Date to occur after the Closing Date), 2007 and on each the date on which any the Revolving Credit Commitment Commitments of such Lender all the Revolving Lenders shall expire or be terminated as provided herein, a commitment fee (a “Revolving Commitment Fee”) equal to 0.50% per annum on the average daily unused amount of the Revolving Credit Available Unused Commitment of such Revolving Lender during the preceding such quarter (or other period commencing ending with the date hereof or ending on which all remaining Revolving Commitments shall be terminated) at the rate of 0.50% per annum. (b) [Reserved]. (c) The Borrower agrees to pay to each Construction/Term Lender (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of each calendar quarter in each year (beginning with (i) the Revolving Credit Maturity Closing Date or and (ii) thereafter, the first Quarterly Payment Date to occur after the Closing Date), and on the date on which the Revolving Credit Term Commitments of all the Construction/Term Lenders shall be terminated as provided herein, a commitment fee (a “Construction Commitment Fee”, and, together with the Revolving Commitment Fee, the “Commitment Fees”) on the average daily amount of the Available Unused Commitment of such Construction/Term Lender during such quarter (or other period ending with the date on which the last of the Term Commitments shall expire or be terminated). ) at the rate of 0.50% per annum. (d) All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For purposes of calculating The Commitment Fees only, no portion due to each Lender shall begin to accrue on the Closing Date and shall cease to accrue on the date on which the last of the Revolving Credit Commitments of such Lender shall be deemed utilized terminated as a result of outstanding Swingline Loansprovided herein. (be) The Borrower agrees to pay to the Administrative Agent, for its own account, the administrative fees set forth in the Fee Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”). (c) The Borrower agrees to pay (i) to each Revolving Credit Lender (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December each calendar quarter of each yearyear (beginning with the first Quarterly Payment Date to occur after the Closing Date), commencing September 28, 2007 and on the date on which the Revolving Credit Commitment Commitments of such Lender all the Lenders shall be terminated as provided herein, a fee (an a “Revolving L/C Participation Fee”) calculated on such Lender’s Pro Rata Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed Revolving L/C Disbursements) during the preceding such quarter (or shorter period commencing with the date hereof Closing Date or ending with the Revolving Credit Maturity Date or the date on which all Letters the last of Credit have been canceled or have expired and the Revolving Credit Commitments of all Lenders shall have been be terminated) at a rate per annum equal to the sum of (x) the Applicable Percentage from time Margin for Eurodollar Revolving Loans effective for each day in such period and (y) to time used to determine the interest rate on Revolving Credit Borrowings comprised extent that any Event of Eurodollar Loans Default shall have occurred and be continuing (but excluding any Event of Default that has been waived by the Lenders pursuant to Section 2.069.08), and (ii) to the Issuing Bank with respect to each Letter of Credit the standard fronting, issuance and drawing fees specified from time to time by the Issuing Bank (the “Issuing Bank Fees”)2.00%. All Revolving L/C Participation Fees and Issuing Bank Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the Issuing Bank. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to each Revolving Credit Lender, through the Administrative Agent, on the last Business Day of Marcheach March 31, JuneJune 30, September 30 and December in each year31, commencing September 28, 2007 and on each the date on which any Revolving Credit the Commitment of such Lender shall expire or be terminated as provided hereinherein and on the Maturity Date, a commitment facility fee (a “Commitment "Facility Fee”") equal to 0.50% the Applicable Percentage per annum in effect from time to time on the daily unused amount of the Revolving Credit Commitment of such Lender Lender, whether used or unused, in effect from time to time during the preceding quarter (or other shorter period commencing with the date hereof or ending with the Revolving Credit Maturity Date or the any date on which the Revolving Credit Commitments Commitment of such Lender shall expire or be terminated). All Commitment The Facility Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For purposes The Facility Fee due to each Lender shall commence to accrue on the date hereof and shall cease to accrue on the earlier of calculating Commitment Fees only, no portion (i) the termination of the Revolving Credit Commitments shall be deemed utilized as a result Commitment of outstanding Swingline Loanssuch Lender and (ii) the Maturity Date. (b) The Borrower agrees to shall pay to the Administrative Agent, for its own account, the agent and administrative fees set forth in (the Fee Letter "Agent and Administrative Fees") at the times and in the amounts specified therein (agreed upon in the “Administrative Agent Fees”)letter agreement dated August 20, 1996, between the Borrower and the Agent. (c) The Borrower agrees to pay (i) to each Revolving Credit Lender, through the Administrative Agent, on the last Business Day day of March, June, September and December of each year, commencing September 28, 2007 year and on the date on which the Revolving Credit Commitment of such Lender shall be terminated as provided herein, a fee (an “"L/C Participation Fee”") calculated on such Lender’s 's Pro Rata Percentage of the average daily aggregate L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) during the preceding quarter (or shorter period commencing with the date hereof or ending with the Revolving Credit Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Commitments of all Lenders shall have been terminated) at a rate per annum equal to the Applicable Percentage from time to time used to determine the interest rate on Revolving Credit Standby Borrowings comprised of Eurodollar Standby Loans pursuant to Section 2.062.08, and (ii) to the Issuing Bank with respect to each Letter of Credit the standard fronting, issuance and drawing fees fees, if any, as may be specified from time to time by in the Issuing Bank Agreement (the “"Issuing Bank Fees”"). All L/C Participation Fees and Issuing Bank Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, Lenders except that the Issuing Bank Fees shall be paid directly to the Issuing Bank. Once paid, none of the Fees shall be refundable under any circumstancescircumstances unless such Fees were paid in error.

Fees. (a) The Borrower Company (on behalf of itself and the other Revolving Borrowers) agrees to pay to each Revolving Credit Facility Lender (other than any Defaulting Lender), through the Administrative Agent, on 10 Business Days after the last Business Day day of March, June, September and December in each year, commencing September 28, 2007 and on each three Business Days after the date on which any the Revolving Credit Commitment Facility Commitments of such Lender all the Lenders shall expire or be terminated as provided herein, a commitment fee (a “RF Commitment Fee”) equal to 0.50% per annum in Dollars on the daily unused amount of the Available Revolving Credit Unused Commitment of such Lender during the preceding quarter (or other period commencing with the date hereof Effective Date or ending with the Revolving Credit Maturity Date or the date on which the Revolving Credit Commitments Facility Commitment of such Lender shall expire or be terminated)) at a rate equal to 0.50% per annum; provided that the RF Commitment Fee will be reduced (i) to 0.375% per annum if as of the most recent Calculation Date Holdings demonstrates a First Lien Senior Secured Leverage Ratio not greater than 2.25:1 (but greater than 1.75:1) and (ii) to 0.25% per annum if as of the most recent Calculation Date Holdings demonstrates a First Lien Senior Secured Leverage Ratio not greater than 1.75:1. All RF Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days365 days (or 366 days in a leap year). For purposes the purpose of calculating any Lender’s RF Commitment Fees onlyFee, no portion the outstanding Swingline Loans during the period for which such Lender’s RF Commitment Fee is calculated shall be deemed to be zero. The RF Commitment Fee due to each Lender shall commence to accrue on the Effective Date and shall cease to accrue on the date on which the last of the Revolving Credit Facility Commitments shall be deemed utilized terminated as a result of outstanding Swingline Loansprovided herein. (b) The Borrower agrees Company (on behalf of itself and the other Revolving Borrowers and/or CAC) from time to pay to the Administrative Agent, for its own account, the administrative fees set forth in the Fee Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”). (c) The Borrower time agrees to pay (i) to each Revolving Credit Facility Lender (other than any Defaulting Lender), through the Administrative Agent, on 10 Business Days after the last Business Day day of March, June, September and December of each year, commencing September 28, 2007 year and on three Business Days after the date on which the Revolving Credit Commitment Facility Commitments of such Lender all the Lenders shall be terminated as provided herein, a fee (an “L/C Participation Fee”) calculated in Dollars on such Lender’s Pro Rata Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) ), during the preceding quarter (or shorter period commencing with the date hereof Effective Date or ending with the date on which the Revolving Credit Maturity Date or Facility Commitments shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Borrowings effective for each day in such period, and (ii) to each Issuing Bank, for its own account, (x) 10 Business Days after the last day of March, June, September and December of each year and three Business Days after the date on which the Revolving Facility Commitments or Credit-Linked Commitments, as the case may be, of all Letters the Lenders shall be terminated as provided herein, a fronting fee in Dollars in respect of each Letter of Credit have been canceled issued by such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 1/8 of 1% per annum of the daily stated amount of such Letter of Credit) (with the minimum annual fronting fee for each Letter of Credit to be not less than $500) plus (y) in connection with the issuance, amendment or have expired transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank’s customary documentary and processing charges (collectively, “Issuing Bank Fees”). The Company and CAC, jointly and severally, agree to pay to each CL Lender (based on each such CL Lender’s CL Percentage), through the Revolving Credit Commitments Administrative Agent, a fee (the “CL Facility Fee”) equal to the sum of all Lenders shall have been terminated(I) at a rate per annum equal to the Applicable CL Margin on the aggregate amount of such CL Lender’s CL Percentage of the Credit-Linked Deposits from time to time used to determine the interest rate on Revolving Credit Borrowings comprised of Eurodollar Loans pursuant to Section 2.06, and (iiII) a rate per annum equal to the Issuing Bank with respect to each Letter of Credit the standard fronting, issuance and drawing fees specified Credit-Linked Deposit Cost Amount as in effect from time to time by on such CL Lender’s CL Percentage of the Issuing Bank (aggregate amount of the “Issuing Bank Fees”)Credit-Linked Deposits from time to time, in each case for the period from and including the Effective Date to and including the date on which the Total Credit-Linked Commitment has been terminated, the Credit-Linked Deposits have been returned to the CL Lenders and all CL Letters of Credit have been terminated. Accrued CL Facility Fees shall be due and payable quarterly in arrears on each CL Interest Payment Date and on the date on which the Total Credit-Linked Commitment has been terminated, the Credit-Linked Deposits have been returned to the CL Lenders and all CL Letters of Credit have been terminated. All L/C Participation Fees and Fees, Issuing Bank Fees and CL Facility Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Company agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the fees set forth in the Administrative Agent’s Fee Letter dated the Closing Date (the “Administrative Agent Fees”). (d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the applicable Issuing BankBanks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to the Administrative Agent in Dollars, for the account of each Revolving Credit LenderLender (in each case pro rata according to the respective Revolving Credit Commitments of all such Lenders), through a commitment fee (the Administrative Agent, “Revolving Credit Commitment Fee”) for each day from the Closing Date to the Revolving Credit Termination Date. Each Revolving Credit Commitment Fee shall be payable by the Borrower (x) quarterly in arrears on the last tenth Business Day following the end of each March, June, September and December in (for the three-month period (or portion thereof) ended on such day for which no payment has been received) and (y) on the Revolving Credit Termination Date (for the period ended on such date for which no payment has been received pursuant to clause (x) above), and shall be computed for each year, commencing September 28, 2007 and on each date on which any day during such period at a rate per annum equal to the applicable Revolving Credit Commitment of Fee Rate in effect on such Lender shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to 0.50% per annum day on the daily unused amount of the Revolving Credit Commitment of such Lender during the preceding quarter (or other period commencing with the date hereof or ending with the Revolving Credit Maturity Date or the date on which the Revolving Credit Commitments of such Lender shall expire or be terminated). All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For purposes of calculating Commitment Fees only, no applicable portion of the Available Revolving Credit Commitments shall be deemed utilized as a result of outstanding Swingline LoansCommitment in effect on such day. (b) The Borrower agrees to pay to the Administrative AgentAgent in Dollars, for its own accountthe account of each Lender with an Available Delayed Draw Term Loan Commitment, the administrative fees set forth in the Fee Letter at the times and in the amounts specified therein a commitment fee (the “Administrative Agent FeesDelayed Draw Commitment Fee”) for each day from the Closing Date to the Delayed Draw Term Loan Commitment Termination Date. Each Delayed Draw Commitment Fee shall be payable (x) quarterly in arrears on the tenth Business Day following the end of each March, June, September and December (for the three-month period (or portion thereof) ended on such day for which no payment has been received) and (y) on the Delayed Draw Term Loan Commitment Termination Date (for the period ended on such date for which no payment has been received pursuant to clause (x) above), and shall be computed for each day during such period at a rate per annum equal to the Delayed Draw Commitment Fee Rate in effect on such day on the Available Delayed Draw Term Loan Commitment in effect on such day. (c) The Borrower agrees to pay (i) to the Administrative Agent in Dollars for the account of each Revolving Credit Lender, through the Administrative Agent, Lender pro rata on the last basis of their respective Revolving Letter of Credit Exposure, a fee in respect of each Revolving Letter of Credit (the “Revolving Letter of Credit Fee”), for the period from the date of issuance of such Revolving Letter of Credit to the termination date of such Revolving Letter of Credit computed at the per annum rate for each day equal to the Applicable LIBOR Margin for Revolving Credit Loans minus the Fronting Fee on the average daily Stated Amount of such Revolving Letter of Credit. Such Revolving Letter of Credit Fees shall be due and payable (x) quarterly in arrears on the tenth Business Day following the end of each March, June, September and December of each year, commencing September 28, 2007 and (y) on the date on upon which the Total Revolving Credit Commitment of such Lender shall be terminated as provided herein, a fee (an “L/C Participation Fee”) calculated on such Lender’s Pro Rata Percentage of the daily aggregate L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) during the preceding quarter (or shorter period commencing with the date hereof or ending with terminates and the Revolving Credit Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Commitments of all Lenders Outstanding shall have been terminatedreduced to zero. (d) at a rate per annum equal The Borrower agrees to the Applicable Percentage from time to time used to determine the interest rate on Revolving Credit Borrowings comprised of Eurodollar Loans pursuant to Section 2.06, and (ii) to the Issuing Bank with respect pay to each Letter of Credit the standard fronting, issuance and drawing fees specified from time to time Issuer a fee in respect of each Letter of Credit issued by the Issuing Bank it (the “Issuing Bank FeesFronting Fee”), for the period from the date of issuance of such Letter of Credit to the termination date of such Letter of Credit, computed at the rate for each day equal to 0.125% per annum on the average daily Stated Amount of such Letter of Credit (or at such other rate perannum as agreed in writing between the Borrower and such Letter of Credit Issuer). All Such Fronting Fees shall be due and payable by the Borrower (x) quarterly in arrears on the tenth Business Day following the end of each March, June, September and December and (y) (1) in the case of Revolving Letters of Credit, on the date upon which the Total Revolving Credit Commitment terminates and the Revolving Letters of Credit Outstanding shall have been reduced to zero and (2) in the case of Deposit Letters of Credit, the Deposit L/C Participation Fees Loan Maturity Date or, if earlier, the date upon which the Deposit Letters of Credit Commitment terminates and Issuing Bank Fees the Deposit Letter of Credit Outstanding shall be computed on the basis of the actual number of days elapsed in a year of 360 dayshave been reduced to zero. (de) All Fees The Borrower agrees to pay directly to the Letter of Credit Issuer upon each issuance of, drawing under, and/or amendment of, a Letter of Credit issued by it such amount as the Letter of Credit Issuer and the Borrower shall be paid on have agreed upon for issuances of, drawings under or amendments of, letters of credit issued by it. (f) The Borrower agrees to pay to the dates duePosting Lead Arranger and Bookrunner in Dollars, in immediately available fundsthe Maintenance Fee (as provided in, and at the times set forth in, the Posting Facility Fee Letter and this Agreement) for the period from and including the Closing Date to the Posting Facility Termination Date. (g) The Borrower agrees to pay directly to the Administrative Agent for distributionits own account the administrative agent fees as set forth in the Fee Letter. (h) Notwithstanding the foregoing, if and as appropriate, among the Lenders, except that the Issuing Bank Fees Borrower shall not be paid directly obligated to the Issuing Bank. Once paid, none of the Fees shall be refundable under pay any circumstancesamounts to any Defaulting Lender pursuant to this Section 4.1.

Fees. (a) The Borrower agrees to pay to each Revolving Credit Lender (other than any Defaulting Lender), through the Administrative Agent, on the date that is the last Business Day of March, June, September and December in each year, commencing September 28, 2007 year and on each the date on which any the Revolving Credit Commitment Facility Commitments of such Lender all the Lenders shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to 0.50% per annum on the daily unused amount of the Revolving Credit applicable Available Unused Commitment of such Lender during the preceding quarter (or other period commencing with the date hereof Closing Date or ending with the Revolving Credit Maturity Date or the date on which the Revolving Credit last of the Commitments of such Lender shall expire or be terminated)) at a rate equal to the Applicable Commitment Fee. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For purposes of calculating The Commitment Fees only, no portion Fee due to each Lender shall commence to accrue on the Closing Date and shall cease to accrue on the date on which the last of the Revolving Credit Commitments of such Lender shall be deemed utilized terminated as a result of outstanding Swingline Loansprovided herein. (b) The Borrower agrees from time to pay to the Administrative Agent, for its own account, the administrative fees set forth in the Fee Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”). (c) The Borrower time agrees to pay (i) to each Revolving Credit Facility Lender of each Class (other than any Defaulting Lender), through the Administrative Agent, on the date that is the last Business Day of March, June, September and December of each year, commencing September 28, 2007 year and on the date on which the Revolving Credit Commitment Facility Commitments of such Lender all the Lenders shall be terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) calculated on such Lender’s Pro Rata Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or shorter period commencing with the date hereof Closing Date or ending with the Revolving Credit Facility Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Facility Commitments of all Lenders such Class shall have been be terminated) at a the rate per annum equal to the Applicable Percentage from time to time used to determine the interest rate on Margin for Eurocurrency Revolving Credit Facility Borrowings comprised of Eurodollar Loans pursuant to Section 2.06such Class effective for each day in such period, and (ii) to each Issuing Bank, for its own account (x) on the Issuing Bank with date that is the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated, a fronting fee in respect to of each Letter of Credit the standard fronting, issuance and drawing fees specified from time to time issued by the such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 1/8 of 1.00% per annum of the Dollar Equivalent of the daily stated amount of such Letter of Credit, plus (y) in connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank’s customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the “First Lien Facilities Administration Fee” as set forth in the Administrative Agent Fee Letter, as may be amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the “Administrative Agent Fees”). (d) In the event that, on or prior to the date that is six months after the Effective Date, the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) with the proceeds of any new or replacement tranche of long-term secured term loans that are broadly syndicated to banks and other institutional investors in financings similar to the Term B Loans and have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment. Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faith. (e) [Reserved]. (f) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the applicable Issuing BankBanks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Lead Borrower agrees to pay pay, or cause to be paid, to each Revolving Credit Lender (other than any Defaulting Lender), through the Administrative Agent, on no later than five (5) Business Days following the last Business Day calendar day of each March, June, September and December in each year, commencing September 28, 2007 and on each the date on which any Revolving Credit Commitment the Commitments of such Lender all the Lenders shall expire or be terminated as provided hereinherein and thereafter on demand, a commitment fee (a “Commitment Fee”) equal to 0.50% per annum on the Applicable Commitment Fee Rate multiplied by the average amount by which the Commitments (other than Commitments of a Defaulting Lenders) exceed the average daily unused balance of outstanding Loans during the Availability Period, including the stated amount of the Revolving outstanding Letters of Credit Commitment of such Lender during the preceding quarter (or other period commencing with the date hereof or ending with the Revolving Credit Maturity Date or the date on which the Revolving Credit Commitments of such Lender shall expire or be terminated)any fiscal quarter. All Commitment Fees shall be payable in Dollars and shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For purposes of calculating The Commitment Fees only, no portion Fee due to each Lender shall commence to accrue on the Closing Date and shall cease to accrue on the date on which the last of the Revolving Credit Commitments of such Lender shall be deemed utilized terminated as a result of outstanding Swingline Loansprovided herein. (b) The Lead Borrower agrees from time to pay to the Administrative Agent, for its own account, the administrative fees set forth in the Fee Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”). (c) The Borrower time agrees to pay (i) to each Revolving Credit Lender (other than any Defaulting Lender), through the Administrative Agent, on no later than five (5) Business Days following the last Business Day calendar day of each March, June, September and December of each year, commencing September 28, 2007 and on the date on which the Revolving Credit Commitment of such Lender Commitments shall be terminated as provided herein, a fee (an “L/C Participation Fee”) calculated on such Lender’s Pro Rata Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) ), during the preceding quarter (or shorter period commencing with the date hereof Closing Date or ending with the Revolving Credit Final Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Commitments of all Lenders shall have been be terminated) at a the rate per annum equal to the Applicable Percentage from time Margin for Eurocurrency Borrowings effective for each day in such period, it being agreed that, notwithstanding anything to time used the contrary in Section 1.03, in calculating the Dollar Equivalent amount of Alternate Currency Letters of Credit, the Administrative Agent may elect to determine employ the interest rate Spot Rate determined on Revolving Credit Borrowings comprised of Eurodollar Loans pursuant the date such L/C Participation Fees are determined retroactively to Section 2.06, each day for which such L/C Participation Fee is calculated and (ii) to each Issuing Bank, for its own account (x) no later than five (5) Business Days following the Issuing Bank with last calendar day of each March, June, September and December and the date on which the Commitments shall be terminated as provided herein, a fronting fee in respect to of each Letter of Credit the standard fronting, issuance and drawing fees specified from time to time issued by the such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit (computed at a rate equal to 0.125% per annum of the daily stated amount of such Letter of Credit), plus (y) in connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank’s customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees shall be payable in Dollars and shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Lead Borrower shall pay (or cause to be paid) in cash to the Administrative Agent, for its own account, the fees set forth in the Administrative Agent Fee Letter. (d) All Fees with respect to which a payment date is not otherwise specified herein shall be paid on payable quarterly in arrears no later than five (5) Business Days following the dates duelast calendar day of each March, June, September and December, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the applicable Issuing BankBanks. Once paid, none of the Fees shall be refundable under any circumstances. (e) It is understood and agreed that the payment by the Lead Borrower of the fees required by this Section 2.10 (on behalf of itself and/or any other Borrower) is permitted under the Credit Agreement without requiring use of any carve-out from any provision of Article 6.

Fees. (a) The Borrower Borrowers agrees to pay to each Revolving Credit Lender (other than any Defaulting Lender), through the Administrative Agent, on the date that is the last Business Day of March, June, September and December in each year, commencing September 28, 2007 year and on each the date on which any the Revolving Credit Commitment Facility Commitments of such Lender all the Lenders shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to 0.50% per annum on the average daily unused amount of the Revolving Credit applicable Available Unused Commitment of such Lender during the preceding quarter (or other period commencing with the date hereof Closing Date or ending with the Revolving Credit Maturity Date or the date on which the Revolving Credit last of the Commitments of such Lender shall expire or be terminated)) at a rate equal to the Applicable Commitment Fee. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For purposes the purpose of calculating any Lender’s Commitment Fees onlyFee, no portion of the Revolving Credit Commitments outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed utilized to be zero. The Commitment Fee due to each Lender shall commence to accrue on the Closing Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as a result of outstanding Swingline Loansprovided herein. (b) The Borrower agrees Borrowers from time to pay to the Administrative Agent, for its own account, the administrative fees set forth in the Fee Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”). (c) The Borrower agrees time agree to pay (i) to each Revolving Credit Facility Lender of each Class (other than any Defaulting Lender), through the Administrative Agent, on the date that is the last Business Day of March, June, September and December of each year, commencing September 28, 2007 year and on the date on which the Revolving Credit Commitment Facility Commitments of such Lender all the Lenders shall be terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) calculated on such Lender’s Pro Rata Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or shorter period commencing with the date hereof Closing Date or ending with the Revolving Credit Facility Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Facility Commitments of all Lenders such Class shall have been be terminated) at a the rate per annum equal to the Applicable Percentage from time to time used to determine the interest rate on Margin for Eurocurrency Revolving Credit Facility Borrowings comprised of Eurodollar Loans pursuant to Section 2.06such Class effective for each day in such period, and (ii) to each Issuing Bank, for its own account (x) on the Issuing Bank with date that is three Business Days after the last day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated, a fronting fee in respect to of each Letter of Credit the standard fronting, issuance and drawing fees specified from time to time issued by the such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 1/8 of 1% per annum of the Dollar Equivalent of the daily stated amount of such Letter of Credit), plus (y) in connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank’s customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrowers agree to pay to the Administrative Agent, for the account of the Administrative Agent, the “Senior Cash Flow Facilities Administration Fee” as set forth in the Fee Letter, as may be amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the “Administrative Agent Fees”). (d) In the event that, on or prior to the date that is twelve months after the Closing Date, the Borrowers shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) with the proceeds of any new or replacement tranche of long term secured term loans that are broadly syndicated to banks and other institutional investors in financings similar to the Term Loans and have an All-in Yield that is less than the All-in Yield of such Term B Loans or, (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change of Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Facility Lenders (including any Non-Consenting Lenders that are Term Facility Lenders replaced in connection with any such amendment in accordance with Section 2.19(c)), (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term Loans so prepaid and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term Loans for which the All-In Yield has been reduced pursuant to such amendment (including the aggregate principal amount of Term Loans of Non-Consenting Lenders prepaid in connection therewith). Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a transformative acquisition is any acquisition by Holdings or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide Holdings and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower Representative in good faith. (e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the applicable Issuing BankBanks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to each Revolving Credit Lender, through the Administrative AgentAgent a commitment fee for the account of each Lender for the period from and including the Restatement Date to but not including the date the Total Revolving Commitment has been terminated, computed at a rate per annum equal to the Applicable Fee Rate per annum times the average daily Unutilized Commitment of such Lender (the “Commitment Fee”). Such Commitment Fee shall be due and payable in arrears on the last Business Day of each March, June, September and December in each year, commencing September 28, 2007 and on each the first date on upon which any the Total Revolving Credit Commitment of such Lender shall expire or be terminated as provided hereinhave been terminated, a commitment fee (a “Commitment Fee”) equal to 0.50% per annum on the daily unused amount of the Revolving Credit Commitment of such Lender during the preceding quarter (or other period commencing with the first such date hereof or ending with to fall after the Revolving Credit Maturity Date or the date on which the Revolving Credit Commitments of such Lender shall expire or be terminated). All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For purposes of calculating Commitment Fees only, no portion of the Revolving Credit Commitments shall be deemed utilized as a result of outstanding Swingline LoansRestatement Date. (b) The Borrower agrees to pay to the Administrative Agent, Agent for the account of each Lender pro rata on the basis of its own account, the administrative fees set forth Revolving Percentage a fee in the Fee respect of each outstanding Letter at the times and in the amounts specified therein of Credit (the “Administrative Agent FeesLetter of Credit Fee”)) for each day computed at the rate per annum equal to the Applicable Margin for Revolving Loans that are Eurodollar Loans for such day on the Stated Amount of such Letter of Credit on such day. Accrued Letter of Credit Fees shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December of each year and on the date upon which the Total Revolving Commitment is terminated, commencing with the first such date to fall after the Restatement Date. Such fee shall be shared ratably among the Lenders participating in the Revolving Facility. (c) The Borrower agrees to pay to the Issuing Lender a fee in respect of each Letter of Credit (ithe “Fronting Fee”) to each Revolving Credit Lender, through computed at the Administrative Agent, rate of 0.25% per annum on the average daily Stated Amount of such Letter of Credit. Accrued Fronting Fees shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December of each year, commencing September 28, 2007 year and on the date on upon which the Total Revolving Credit Commitment of such Lender shall be terminated as provided hereinis terminated, a fee (an “L/C Participation Fee”) calculated on such Lender’s Pro Rata Percentage of the daily aggregate L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) during the preceding quarter (or shorter period commencing with the first such date hereof or ending with to fall after the Revolving Credit Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Commitments of all Lenders shall have been terminated) at a rate per annum equal to the Applicable Percentage from time to time used to determine the interest rate on Revolving Credit Borrowings comprised of Eurodollar Loans pursuant to Section 2.06, and (ii) to the Issuing Bank with respect to each Letter of Credit the standard fronting, issuance and drawing fees specified from time to time by the Issuing Bank (the “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 daysRestatement Date. (d) All Fees The Borrower agrees to pay directly to the Issuing Lender upon each issuance of, drawing under, and/or amendment or transfer by a beneficiary of, a Letter of Credit such amount as shall at the time of such issuance, drawing, transfer or amendment be paid on the dates dueadministrative charge which the Issuing Lender is customarily charging for issuances of, in immediately available fundsdrawings under or amendments or transfers of, letters of credit issued by it. (e) The Borrower shall pay to the Administrative Agent (x) on the Restatement Date for distributionits own account and/or for distribution to the Lenders the fees referred to in the Fee Letter and such other fees, if any, as have heretofore been agreed to by the Borrower and the Administrative Agent and (y) for its own account such other fees as may be agreed to from time to time between the Borrower and the Administrative Agent, when and as appropriate, among the Lenders, except that the Issuing Bank due. (f) All computations of Fees shall be paid directly to the Issuing Bank. Once paid, none of the Fees shall be refundable under any circumstancesmade in accordance with Section 1.9(a).

Fees. (a) The Borrower agrees In accordance with subsection (b) below, the Borrowers agree to pay to the Administrative Agent for the account of each Revolving Credit Lender a facility fee (the "Facility Fee") on the amount of such Lender's Commitment (whether used or unused) at the Applicable Facility Fee Rate from the date of this Agreement, in the case of each Bank, and from the effective date specified in the Lender Assignment pursuant to which it became a Lender, through in the Administrative Agentcase of each other Lender, until the Termination Date, payable quarterly in arrears on the last Business Day day of each March, June, September and December in each yearDecember, commencing September 28the first such date following the Closing Date, 2007 and on each date on which any Revolving Credit Commitment of such Lender shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to 0.50% per annum with final payment payable on the daily unused amount of the Revolving Credit Commitment of such Lender during the preceding quarter (or other period commencing with the date hereof or ending with the Revolving Credit Maturity Date or the date on which the Revolving Credit Commitments of such Lender shall expire or be terminated). All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For purposes of calculating Commitment Fees only, no portion of the Revolving Credit Commitments shall be deemed utilized as a result of outstanding Swingline LoansTermination Date. (b) The Each Borrower agrees to pay to the Administrative Agent, shall be liable for its own accountpro rata share of each payment of the Facility Fee hereunder, such pro rata share to be determined on the administrative fees basis of such Borrower's Fraction. The Borrowers' respective obligations under Sections 4.03(a), 4.03(b) and 10.04 hereof shall be paid by each Borrower in the same proportion as set forth in the Fee Letter at immediately preceding sentence; provided, however, that if and to the times and in extent that any such obligations are reasonably determined by the amounts specified therein Borrowers (subject to the “approval of the Administrative Agent Fees”which approval shall not be unreasonably withheld) to be directly attributable to Advances made to a specific Borrower or the Notes of such Borrower, only such Borrower shall be liable for such obligations. In the event that one Borrower fails to pay its portion of the Facility Fee or payments under Sections 4.03(a), 4.03(b) or 10.04 hereof, each of the other Borrowers shall be jointly and severally liable for any such payment; provided, however, that if and to the extent that any such payments (excluding payment of the Facility Fee) are reasonably determined by the Borrowers (subject to the approval of the Administrative Agent which approval shall not be unreasonably withheld) to be directly attributable to Advances made to a specific Borrower or the Notes of such Borrower, only such Borrower shall be liable for such payments. (c) The Borrower agrees Borrowers further agree to pay (i) the fees specified in the Fee Letters, together with such other fees as may be separately agreed to each Revolving Credit Lender, through by the Borrowers and the Administrative Agent, on the last Business Day of March, June, September and December of each year, commencing September 28, 2007 and on the date on which the Revolving Credit Commitment of such Lender shall be terminated as provided herein, a fee (an “L/C Participation Fee”) calculated on such Lender’s Pro Rata Percentage of the daily aggregate L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) during the preceding quarter (or shorter period commencing with the date hereof or ending with the Revolving Credit Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Commitments of all Lenders shall have been terminated) at a rate per annum equal to the Applicable Percentage from time to time used to determine the interest rate on Revolving Credit Borrowings comprised of Eurodollar Loans pursuant to Section 2.06, and (ii) to the Issuing Bank with respect to each Letter of Credit the standard fronting, issuance and drawing fees specified from time to time by the Issuing Bank (the “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the Issuing Bank. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay (the “Commitment Fee”) to each Revolving Credit Lender (other than any Defaulting Lender), through the Administrative Agent, on the date that is one Business Day after the last Business Day of March, June, September and December in each year, commencing September 28, 2007 and on each the date on which any the Revolving Credit Commitment Facility Commitments of such Lender all the Lenders shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to 0.50% per annum in Dollars on the daily unused amount of the Revolving Credit Available Unused Commitment of such Lender during the preceding quarter (or other period commencing with the date hereof Closing Date or ending with the Revolving Credit Maturity Date or the date on which the last of the Revolving Credit Facility Commitments of such Lender shall expire or be terminated)) at a rate equal to the Applicable Commitment Fee Rate. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For purposes the purpose of calculating any Lender’s Available Unused Commitment Fees onlyFee, no portion the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the Closing Date and shall cease to accrue on the date on which the last of the Revolving Credit Facility Commitments of such Lender shall be deemed utilized terminated as a result of outstanding Swingline Loansprovided herein. (b) The Borrower agrees from time to pay to the Administrative Agent, for its own account, the administrative fees set forth in the Fee Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”). (c) The Borrower time agrees to pay (i) to each Revolving Credit Facility Lender (other than any Defaulting Lender), through the Administrative Agent, one Business Day after the last day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) on, in the case of each Lender, such Lender’s Revolving Facility Percentage of the daily aggregate Outstanding Amount of L/C Obligations (excluding the portion thereof attributable to Unreimbursed Amounts in respect of Letters of Credit) during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Facility Borrowings effective for each day in such period and (ii) to each L/C Issuer, for its own account (x) three Business Days after the last Business Day of March, June, September and December of each year, commencing September 28, 2007 year and on three Business Days after the date on which the Revolving Credit Commitment Facility Commitments of such Lender all the Lenders shall be terminated as provided herein, a fronting fee in Dollars in respect of each Letter of Credit issued by such L/C Issuer for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 1/4 of 1% per annum of the Dollar Equivalent of the daily stated amount of such Letter of Credit), plus (an y) in connection with the issuance, amendment or transfer of any such Letter of Credit or any drawing thereunder, such L/C Issuer’s customary documentary and processing fees and charges (collectively, “L/C Participation Fee”) calculated on such Lender’s Pro Rata Percentage of the daily aggregate L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) during the preceding quarter (or shorter period commencing with the date hereof or ending with the Revolving Credit Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Commitments of all Lenders shall have been terminated) at a rate per annum equal to the Applicable Percentage from time to time used to determine the interest rate on Revolving Credit Borrowings comprised of Eurodollar Loans pursuant to Section 2.06, and (ii) to the Issuing Bank with respect to each Letter of Credit the standard fronting, issuance and drawing fees specified from time to time by the Issuing Bank (the “Issuing Bank Issuer Fees”). All L/C Participation Fees and Issuing Bank L/C Issuer Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) During the period commencing at the time any Lender became a Defaulting Lender until such time, if any, as such Lender is no longer a Defaulting Lender, no Commitment Fee shall accrue with respect to any of the applicable Revolving Facility Commitments of such Defaulting Lender and no L/C Participation Fee on such Defaulting Lender’s Percentage of the aggregate Outstanding Amount of L/C Obligations. Any Commitment Fees and L/C Participation Fees owing to any Defaulting Lender which accrued during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall be deferred and shall be payable only if and when such lender is no longer a Defaulting Lender. (d) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the agency fees set forth in the Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the “Administrative Agent Fees”). (e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Revolving Facility Lenders, except that the Issuing Bank L/C Issuer Fees shall be paid directly to the Issuing Bankapplicable L/C Issuers and Administrative Agent Fees shall be for the account of the Administrative Agent. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees Borrowers agree, jointly and severally, to pay to each Revolving Credit Lender, through the Administrative Agent, on the last Business Day day of March, June, September and December in each year, commencing September 28, 2007 year and on each date on which any Revolving Credit the Commitment of such Lender shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to 0.50% the Applicable Spread per annum in effect from time to time on the daily unused amount of the Revolving Credit Commitment of such Lender during the preceding quarter (or other period commencing with on the date hereof Original Closing Date or ending with on the Revolving Credit Maturity Date or the date on which the Revolving Credit Commitments of such Lender shall expire or be terminated). All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For purposes of calculating The Commitment Fees only, no portion due to each Lender shall commence to accrue on the Original Closing Date and shall cease to accrue on the date on which the Commitment of the Revolving Credit Commitments such Lender shall expire or be deemed utilized terminated as a result of outstanding Swingline Loansprovided herein. (b) The Borrower agrees Borrowers agree, jointly and severally, to pay to the Administrative Agent, for its own account, Agent the administrative fees set forth in the Fee Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”). (c) The Borrower agrees Borrowers agree, jointly and severally, to pay (i) to each Revolving Credit Lender, through the Administrative Agent, on the last Business Day day of March, June, September and December of each year, commencing September 28, 2007 year and on the date on which the Revolving Credit Commitment of such Lender shall be terminated as provided herein, a fee (an “L/C Participation Fee”) calculated on such Lender’s Pro Rata Applicable Percentage of the daily aggregate L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) during the preceding quarter (or shorter period commencing with on the date hereof Original Closing Date or ending with on the Revolving Credit Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Commitments of all Lenders shall have been terminated) at a rate per annum equal to the Applicable Percentage Spread from time to time used to determine the interest rate on Revolving Credit Borrowings comprised of Eurodollar Loans pursuant to Section 2.06, 2.06(b) and (ii) to the Issuing Bank with respect to each Letter of Credit the standard fronting, issuance and drawing fronting fees specified from time to time by set forth in the Issuing Bank Fee Letter (the “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the Issuing Bank. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to the Agent a ---- Commitment Fee ("Commitment Fee") for the account of each Revolving Credit Lender for the period from and including the Allocation Date to but not including the date the Total Commitment has been terminated, computed at a rate for each day equal to 1/2 of 1% per annum for such day on such Lender's Unutilized Commitment provided -------- that the Commitment Fee with respect to such Lender's Additional Term Commitment shall accrue from and including February 22, through 1996 to, but not including, the Administrative Agent, Additional Borrowing Date. Such Commitment Fee shall be due and payable in arrears on the Initial Borrowing Date and the Additional Borrowing Date and on the last Business Day of each March, June, September and December in each yearand on the first date upon which all Commitments shall have been terminated, commencing September 28December, 2007 and on each date on which any Revolving Credit Commitment of such Lender shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to 0.50% per annum on the daily unused amount of the Revolving Credit Commitment of such Lender during the preceding quarter (or other period commencing with the date hereof or ending with the Revolving Credit Maturity Date or the date on which the Revolving Credit Commitments of such Lender shall expire or be terminated). All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For purposes of calculating Commitment Fees only, no portion of the Revolving Credit Commitments shall be deemed utilized as a result of outstanding Swingline Loans1995. (b) The Borrower agrees to pay to the Administrative AgentAgent for the account of each Lender pro rata on the basis of its Revolving Percentage, a fee in respect of each Letter of Credit (the "Letter of Credit Fee") for its own account, the administrative fees set forth in the Fee Letter each day computed at the times rate equal to the rate applicable for such day as determined in accordance with Annex 7.1(d) on the Stated Amount of such Letter of Credit on such day. Accrued Letter of Credit Fees shall be due and payable quarterly in arrears on the amounts specified therein (last Business Day of each March, June, September and December of each year and on the “Administrative Agent Fees”)date upon which the Total Revolving Commitment is terminated, commencing December, 1995. (c) The Borrower agrees to pay to the Agent for the account of the Letter of Credit Issuer a fee in respect of each Letter of Credit (ithe "Facing Fee") to each Revolving Credit Lender, through computed at the Administrative Agent, rate of 1/4 of 1% per annum on the average daily Stated Amount of such Letter of Credit. Accrued Facing Fees shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December of each year, commencing September 28, 2007 year and on the date on upon which the Total Revolving Credit Commitment of such Lender shall be terminated as provided hereinis terminated, a fee (an “L/C Participation Fee”) calculated on such Lender’s Pro Rata Percentage of the daily aggregate L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) during the preceding quarter (or shorter period commencing with the date hereof or ending with the Revolving Credit Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Commitments of all Lenders shall have been terminated) at a rate per annum equal to the Applicable Percentage from time to time used to determine the interest rate on Revolving Credit Borrowings comprised of Eurodollar Loans pursuant to Section 2.06December, and (ii) to the Issuing Bank with respect to each Letter of Credit the standard fronting, issuance and drawing fees specified from time to time by the Issuing Bank (the “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days1995. (d) The Borrower agrees to pay directly to the Letter of Credit Issuer upon each issuance of, drawing under, and/or amendment of, a Letter of Credit such amount as shall at the time of such issuance, drawing or amendment be the administrative charge which the Letter of Credit Issuer is customarily charging for issuances of, drawings under or amendments of, letters of credit issued by it. (e) The Borrower shall pay to the Agent (x) on the Initial Borrowing Date and on the Additional Borrowing Date for its own account and/or for distribution to the Lenders such fees as heretofore agreed by the Borrower and the Agent and (y) for its own account such other fees as may be agreed to from time to time between the Borrower and the Agent, when and as due. (f) All computations of Fees shall be paid on the dates due, made in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the Issuing Bank. Once paid, none of the Fees shall be refundable under any circumstancesaccordance with Section 12.7(b).

Fees. (a) The Borrower and each Co-Borrower agrees to pay to each Revolving Credit Lender (other than any Defaulting Lender), through the Administrative Agent, on the date that is the last Business Day of March, June, September and December in each year, commencing September 28, 2007 year and on each the date on which any the Revolving Credit Commitment Facility Commitments of such Lender all the Lenders shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to 0.50% per annum on the daily unused amount of the Revolving Credit applicable Available Unused Commitment of such Lender during the preceding quarter (or other period commencing with the date hereof Closing Date or ending with the Revolving Credit Maturity Date or the date on which the Revolving Credit last of the Commitments of such Lender shall expire or be terminated)) at a rate equal to the Applicable Commitment Fee. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For purposes the purpose of calculating any Lender’s Commitment Fees onlyFee, no portion of the Revolving Credit Commitments outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed utilized to be zero. The Commitment Fee due to each Lender shall commence to accrue on the Closing Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as a result of outstanding Swingline Loansprovided herein. (b) The Borrower agrees and each Co-Borrower from time to pay to the Administrative Agent, for its own account, the administrative fees set forth in the Fee Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”). (c) The Borrower time agrees to pay (i) to each Revolving Credit Facility Lender of each Class (other than any Defaulting Lender), through the Administrative Agent, on the date that is the last Business Day of March, June, September and December of each year, commencing September 28, 2007 year and on the date on which the Revolving Credit Commitment Facility Commitments of such Lender all the Lenders shall be terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) calculated on such LenderXxxxxx’s Pro Rata Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or shorter period commencing with the date hereof Closing Date or ending with the Revolving Credit Facility Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Facility Commitments of all Lenders such Class shall have been be terminated) at a the rate per annum equal to the Applicable Percentage from time to time used to determine the interest rate on Margin for SOFR Revolving Credit Facility Borrowings comprised of Eurodollar Loans pursuant to Section 2.06such Class effective for each day in such period, and (ii) to each Issuing Bank, for its own account (x) on the Issuing Bank with date that is the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated, a fronting fee in respect to of each Letter of Credit the standard fronting, issuance and drawing fees specified from time to time issued by the such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 1/8 of 1.00% per annum of the Dollar Equivalent of the daily stated amount of such Letter of Credit, plus (y) in connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank’s customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower and each Co-Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the “First Lien Facilities Administration Fee” as set forth in the Administrative Agent Fee Letter, as it may be amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the “Administrative Agent Fees”). (d) In the event that, on or prior to the date that is six months after the Fourteenth Incremental Assumption and Amendment Agreement Effective Date, the Borrower or any Co-Borrower shall (x) make a prepayment of the Term B-1 Loans pursuant to Section 2.11(a) with the proceeds of any new or replacement tranche of long-term secured term loans that are broadly syndicated to banks and other institutional investors in financings similar to the Term B-1 Loans and have an All-in Yield that is less than the All-in Yield of such Term B-1 Loans, or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B-1 Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower or applicable Co-Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B-1 Loans so prepaid and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B-1 Loans for which the All-in Yield has been reduced pursuant to such amendment. Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faith. (e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the applicable Issuing BankBanks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to each Revolving Credit Lender (which is not a Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December in each year, commencing September 28, 2007 year and on each date on which any Revolving Credit Commitment of such Lender shall expire or be terminated as provided herein, a commitment fee (a the “Commitment Fee”) equal to 0.50% the Commitment Percentage Fee, per annum annum, on the average daily unused amount of the Revolving Credit Commitment of such Lender during the preceding quarter (or other period commencing with the date hereof or ending with the Revolving Credit Maturity Date or the date on which the Revolving Credit Commitments of such Lender shall expire or be terminated). All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For purposes of calculating Commitment Fees only, no portion of the Revolving Credit Commitments shall be deemed utilized as a result of outstanding Swingline Loans. (b) The Borrower agrees to pay to the Administrative Agent, for its own account, the administrative fees set forth in the Fee Letter at the times and in the amounts specified therein separately agreed upon between the Borrower and the Administrative Agent (the “Administrative Agent Fees”). (c) The Borrower agrees to pay (i) to each Revolving Credit Lender (which is not a Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December of each year, commencing September 28, 2007 year and on the date on which the Revolving Credit Commitment of such Lender shall be terminated as provided herein, a fee (an “L/C Participation Fee”) calculated on such Lender’s Pro Rata Percentage of the daily aggregate L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) during the preceding quarter (or shorter period commencing with the date hereof or ending with the Revolving Credit Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Commitments of all Lenders shall have been terminated) at a rate per annum equal to the Applicable Percentage Margin from time to time used to determine the interest rate on Revolving Credit Borrowings comprised of Eurodollar Loans pursuant to Section 2.06, and (ii) to the applicable Issuing Bank with respect to each Letter of Credit issued by such Issuing Bank, a fronting fee in the standard fronting, issuance and drawing fees specified from time to time by the amount agreed with such Issuing Bank (but in no event more than 0.125% per annum) of the L/C Exposure (the “Issuing Bank Fees”)) and (iii) customary issuance and administration fees. All L/C Participation Fees and Issuing Bank Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (d) [Intentionally Omitted]. (e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the Issuing Bank. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to each Revolving Credit Lender (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December in each year, commencing September 28, 2007 year and on each the date on which any the Revolving Credit Commitment Facility Commitments of such Lender all the Lenders shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to 0.50% per annum on the daily unused amount of the Revolving Credit applicable Available Unused Commitment of such Lender during the preceding quarter (or other period commencing with the date hereof Closing Date or ending with the Revolving Credit Maturity Date or the date on which the Revolving Credit last of the Commitments of such Lender shall expire or be terminated)) at a rate equal to the Applicable Commitment Fee. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For purposes the purpose of calculating any Lender’s Commitment Fees onlyFee, no portion of the Revolving Credit Commitments outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed utilized to be zero. The Commitment Fee due to each Lender shall commence to accrue on the Closing Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as a result of outstanding Swingline Loansprovided herein. (b) The Borrower agrees from time to pay to the Administrative Agent, for its own account, the administrative fees set forth in the Fee Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”). (c) The Borrower time agrees to pay (i) to each Revolving Credit Facility Lender of each Class (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December of each year, commencing September 28, 2007 year and on the date on which the Revolving Credit Commitment Facility Commitments of such Lender all the Lenders shall be terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) calculated on such Lender’s Pro Rata Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or shorter period commencing with the date hereof Closing Date or ending with the Revolving Credit Facility Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Facility Commitments of all Lenders such Class shall have been be terminated) at a the rate per annum equal to the Applicable Percentage from time to time used to determine the interest rate on Margin for Eurocurrency Revolving Credit Facility Borrowings comprised of Eurodollar Loans pursuant to Section 2.06such Class effective for each day in such period, and (ii) to each Issuing Bank, for its own account (x) the Issuing Bank with last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated, a fronting fee in respect to of each Letter of Credit the standard fronting, issuance and drawing fees specified from time to time issued by the such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 1/8 of 1% per annum of the daily stated amount of such Letter of Credit), plus (y) in connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank’s customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the “Administration Agent Fee” as set forth in the Administrative Agent Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the “Administrative Agent Fees”). (d) In the event that, on or prior to the date that is six months after the October 2018 Effective Date, the Borrower shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) (or Section 2.11(b) to the extent such proceeds constitute “Net Proceeds” under clause (b) of the definition thereof) with the proceeds of, or convert the Term B Loans into, any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term B Loans or (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Loan Lenders, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid or converted and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment (it being understood that if any Non-Consenting Lender is required to assign its Term B Loans in connection with such amendment, such fee shall be paid to such Non-Consenting Lender and not to its assignee). Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faith. (e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the applicable Issuing BankBanks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a1) The Borrower agrees Parties agree, jointly and severally, to pay to each Revolving Credit Lender (other than any Defaulting Lender), through the Administrative Agent, on the last fifth Business Day after the end of March, June, September and December in each yearfiscal quarter of the Borrower, commencing September 28with the fiscal quarter of the Borrower ending in January 2014, 2007 and on each Maturity Date and any date on which any Revolving Credit Commitment the Commitments of such Lender shall expire or be all the Lenders are terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to 0.50% per annum on the daily unused amount of the Revolving Credit Available Unused Commitment of such Lender during the preceding fiscal quarter (or other period commencing with the date hereof Closing Date or ending with the Revolving Credit Maturity Date or the date on which the Revolving Credit last of the Commitments of such Lender shall expire or will be terminated), as applicable) at a rate equal to the Applicable Commitment Fee Percentage. All Commitment Fees shall will be computed on the basis of the actual number of days elapsed in a year of 360 days. For purposes the purpose of calculating any Lender’s Commitment Fees onlyFee, no portion of the Revolving Credit Commitments shall outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated will be deemed utilized as a result of outstanding Swingline Loans. (b) to be zero. The Borrower agrees to pay to the Administrative Agent, for its own account, the administrative fees set forth in the Commitment Fee Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”). (c) The Borrower agrees to pay (i) due to each Revolving Credit Lender, through the Administrative Agent, Lender will commence to accrue on the last Business Day of March, June, September Closing Date and December of each year, commencing September 28, 2007 and will cease to accrue on the date on which the Revolving Credit Commitment last of the Commitments of such Lender shall will be terminated as provided herein. (2) The Borrower Parties agree, jointly and severally, to pay to: (a) the Administrative Agent for the account of each Revolving Lender (other than any Defaulting Lender, it being understood that at any time the Issuing Bank has Fronting Exposure to such Defaulting Lender, the L/C Participation Fee with respect to such Fronting Exposure will be payable to the Issuing Bank for its own account), on the fifth Business Day after the end of each fiscal quarter of the Borrower in each year, commencing with the fiscal quarter of the Borrower ending in January 2014, and on each Maturity Date and any date on which the Commitments of all the Lenders are terminated as provided herein, a fee (an “L/C Participation Fee”) calculated on such Lender’s Pro Rata Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) ), during the preceding fiscal quarter (or shorter other period commencing with the date hereof Closing Date or ending with the Revolving Credit Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Facility Commitments of all Lenders shall have been are terminated, as applicable) at a the rate per annum equal to the Applicable Percentage from time to time used to determine Margin for Eurocurrency Revolving Facility Borrowings effective for each day in such period; and (b) each Issuing Bank, for its own account (i) on the interest rate on Revolving Credit Borrowings comprised fifth Business Day after the end of Eurodollar Loans pursuant to Section 2.06each fiscal quarter of the Borrower, commencing with the fiscal quarter of the Borrower ending in January 2014, and (ii) to on each Maturity Date and any date on which the Issuing Bank with Commitments of all the Lenders are terminated as provided herein, a fronting fee in respect to of each Letter of Credit issued by, or the standard frontingterm of which is extended by, issuance and drawing fees specified from time to time by the such Issuing Bank for the period from and including the date of issuance or extension of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 0.125% per annum of the daily stated amount of such Letter of Credit) plus (the ii) such Issuing Bank’s customary issuance fees and customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees shall that are payable in Dollars on a per annum basis will be computed on the basis of the actual number of days elapsed in a year of 360 days. (d3) The Borrower Parties agree, jointly and severally, to pay to the Administrative Agent, for its own account, the agency fees set forth in the Fee Letter at the times specified therein or in such other amounts and at such other times as may be separately agreed in writing by the Administrative Agent and the Borrower from time to time (the “Administrative Agent Fees”). (4) All Fees shall will be paid on the dates due, in immediately available funds, to the Administrative Agent at the Payment Office for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall will be paid directly to the applicable Issuing BankBanks. Once paid, none of the Fees shall will be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to each Revolving Credit Lender, through the Administrative Agent, on the last Business Day of March, June, September and December in each year, commencing September 28, 2007 year and on each date on which any Revolving Credit Commitment of such Lender shall expire or be terminated as provided herein, a commitment fee (a “"Commitment Fee”") equal to 0.50% per annum on the daily unused amount of the Revolving Credit Commitment Commitments of such Lender (other than the Swingline Commitment) during the preceding quarter (or other period commencing with the date hereof or ending with the Revolving Credit Maturity Date or the date on which the Revolving Credit Commitments of such Lender shall expire or be terminated); provided 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. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. The Commitment Fee due to each Lender shall commence to accrue on the date hereof and shall cease to accrue on the date on which the Commitment of such Lender shall expire or be terminated as provided herein. For purposes of calculating Commitment Fees only, no portion of the Revolving Credit Commitments shall be deemed utilized as a result of outstanding Swingline Loans. (b) The Borrower agrees to pay to the Administrative Agent, for its own account, the administrative administration fees set forth in the Fee Letter at the times and in the amounts specified therein (the “"Administrative Agent Fees”"). (c) The Borrower agrees to pay (i) to each Revolving Credit Lender, through the Administrative Agent, on the last Business Day of March, June, September and December of each year, commencing September 28, 2007 and on the date on which the Revolving Credit Commitment of such Lender shall be terminated as provided herein, Fee Payment Date a fee (an “"L/C Participation Fee”") calculated on such Lender’s 's Pro Rata Percentage of the daily aggregate L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) during the preceding quarter (or shorter period commencing with the date hereof or ending with the Revolving Credit Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Commitments of all Lenders shall have been terminated) at a rate per annum equal to the Applicable Percentage from time to time used to determine the interest rate on Revolving Credit Borrowings comprised of Eurodollar Loans pursuant to Section 2.062.6, and (ii) to the Issuing Bank with respect to Bank, for its own account, a fronting fee of 0.25% per annum on the undrawn and unexpired amount of each Letter of Credit Credit, payable quarterly in arrears on each Fee Payment Date after the standard fronting, issuance and drawing fees specified from time to time by the Issuing Bank date (the “"Issuing Bank Fees”"). All L/C Participation Fees and Issuing Bank Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (d) All Fees shall be paid in Dollars on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the Issuing Bank. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Subject to the provisions of Section 2.20, the Borrower agrees to pay to each Revolving Credit Lender, through the Administrative Agent, for the account of each Lender (excluding any Defaulting Lenders), an unused commitment fee (the “Unused Commitment Fee”) equal to the Applicable Rate set forth under the heading Unused Commitment Fee Rate multiplied by the daily average of each such Lender’s Unused Commitment. Such Unused Commitment Fee shall be calculated on the basis of a year consisting of 360 days and shall be payable in arrears on the last Business Day day of each March, June, September and December and on the Maturity Date for any period then ending for which the Unused Commitment Fee shall not have been previously paid. In the event the Commitments terminate on any date other than the last day of March, June, September or December, the Borrower agrees to pay to the Administrative Agent, for the account of each Lender (excluding any Defaulting Lenders), on the date of such termination, each such Lender’s Unused Commitment Fee due for the period from the last day of the immediately preceding March, June, September or December, as the case may be, to the date such termination occurs. (b) Subject to the provisions of Section 2.20, the Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender (excluding any Defaulting Lenders) a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective 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, and (ii) to the Issuing Bank a fronting fee as set forth in the Fee Letter, as well as the Issuing Bank’s standard fees with respect to 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 in of each yearyear shall be payable on the third Business Day following such last day, commencing September 28, 2007 and on each date on which any Revolving Credit Commitment of such Lender shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to 0.50% per annum on the daily unused amount of first such date to occur after the Revolving Credit Commitment of Effective Date; provided that all such Lender during the preceding quarter (or other period commencing with the date hereof or ending with the Revolving Credit Maturity Date or fees shall be payable on the date on which the Revolving Credit Commitments of terminate and any such Lender fees accruing after the date on which the Commitments terminate shall expire or be terminated)payable on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All Commitment Fees 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 in a year of 360 days. For purposes of calculating Commitment Fees only, no portion of (including the Revolving Credit Commitments shall be deemed utilized as a result of outstanding Swingline Loansfirst day but excluding the last day). (bc) The Borrower agrees to pay to the Administrative Agent, for its own account, the administrative fees set forth payable in the Fee Letter amounts and at the times separately agreed upon between the Borrower and in the amounts specified therein (the “Administrative Agent Fees”). (c) The Borrower agrees to pay (i) to each Revolving Credit Lender, through the Administrative Agent, on the last Business Day of March, June, September and December of each year, commencing September 28, 2007 and on the date on which the Revolving Credit Commitment of such Lender shall be terminated as provided herein, a fee (an “L/C Participation Fee”) calculated on such Lender’s Pro Rata Percentage of the daily aggregate L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) during the preceding quarter (or shorter period commencing with the date hereof or ending with the Revolving Credit Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Commitments of all Lenders shall have been terminated) at a rate per annum equal to the Applicable Percentage from time to time used to determine the interest rate on Revolving Credit Borrowings comprised of Eurodollar Loans pursuant to Section 2.06, and (ii) to the Issuing Bank with respect to each Letter of Credit the standard fronting, issuance and drawing fees specified from time to time by the Issuing Bank (the “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (d) All Fees fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly (or to the Issuing Bank, in the case of fees payable to it) for distribution, in the case of Unused Commitment Fees and participation fees, to the Lenders. Once paid, none of the Fees paid shall not be refundable under any circumstances, except in the case of any overpayment due to erroneous calculation or invoicing thereof.

Fees. (a) The Borrower agrees to pay to each Revolving Credit Facility Lender (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day day of March, June, September and December in each year, commencing September 28, 2007 and on each the date on which any the Revolving Credit Commitment Facility Commitments of such Lender all the Revolving Facility Lenders shall expire or be terminated as provided herein, a commitment fee (a “Revolving Credit Commitment Fee”) equal to 0.50% per annum on the daily unused amount of the Revolving Credit Available Unused Commitment of such Lender during the preceding quarter (or other period commencing with the date hereof Closing Date or ending with the Revolving Credit Maturity Date or the date on which the Revolving Credit last of the Commitments of such Lender shall expire or be terminated)) at the Revolving Credit Commitment Fee Rate. All Revolving Credit Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For purposes the purpose of calculating any Revolving Facility Lender’s Revolving Credit Commitment Fees onlyFee, no portion the outstanding Swingline Loans during the period for which such Revolving Facility Lender’s Revolving Credit Commitment Fee is calculated shall be deemed to be zero. The Revolving Credit Commitment Fee due to each Lender shall commence to accrue on the Closing Date and shall cease to accrue on the date on which the last of the Revolving Credit Facility Commitments of such Revolving Facility Lender shall be deemed utilized terminated as a result of outstanding Swingline Loansprovided herein. (b) The Borrower agrees from time to pay to the Administrative Agent, for its own account, the administrative fees set forth in the Fee Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”). (c) The Borrower time agrees to pay (i) to each Revolving Credit Facility Lender (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day day of March, June, September and December of each year, commencing September 28, 2007 year and on the date on which the Revolving Credit Commitment Facility Commitments of such Lender all the Lenders shall be terminated as provided herein, a fee (an “L/C Participation Fee”) calculated on such Lender’s Pro Rata Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) ), during the preceding quarter (or shorter period commencing with the date hereof Closing Date or ending with the Revolving Credit Facility Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Facility Commitments of all Lenders shall have been be terminated) at a the rate per annum equal to the Applicable Percentage from time to time used to determine the interest rate on Margin for Eurocurrency Revolving Credit Facility Borrowings comprised of Eurodollar Loans pursuant to Section 2.06, effective for each day in such period and (ii) to each Issuing Bank, for its own account, (x) on the Issuing Bank with last day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fronting fee in respect to of each Letter of Credit the standard fronting, issuance and drawing fees specified from time to time issued by the such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 0.125% of the daily average stated amount of such Letter of Credit, plus (y) in connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank’s customary documentary and processing charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the agency fees set forth in the Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times and in the amount specified therein (the “Administrative Agent Fees”). (d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the applicable Issuing BankBanks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to each Revolving Credit Lender (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December in each year, commencing September 28, 2007 year and on each the date on which any the Revolving Credit Commitment Facility Commitments of such Lender all the Lenders shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to 0.50% per annum on the daily unused amount of the Revolving Credit applicable Available Unused Commitment of such Lender during the preceding quarter (or other period commencing with the date hereof Closing Date or ending with the Revolving Credit Maturity Date or the date on which the Revolving Credit last of the Commitments of such Lender shall expire or be terminated)) at a rate equal to the Applicable Commitment Fee. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For purposes the purpose of calculating any Lender’s Commitment Fees onlyFee, no portion of the Revolving Credit Commitments outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed utilized to be zero. The Commitment Fee due to each Lender shall commence to accrue on the Closing Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as a result of outstanding Swingline Loansprovided herein. (b) The Borrower agrees from time to pay to the Administrative Agent, for its own account, the administrative fees set forth in the Fee Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”). (c) The Borrower time agrees to pay (i) to each Revolving Credit Facility Lender of each Class (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December of each year, commencing September 28, 2007 year and on the date on which the Revolving Credit Commitment Facility Commitments of such Lender all the Lenders shall be terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) calculated on such Lender’s Pro Rata Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or shorter period commencing with the date hereof Closing Date or ending with the Revolving Credit Facility Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Facility Commitments of all Lenders such Class shall have been be terminated) at a the rate per annum equal to the Applicable Percentage from time to time used to determine the interest rate on Margin for Eurocurrency Revolving Credit Facility Borrowings comprised of Eurodollar Loans pursuant to Section 2.06such Class effective for each day in such period, and (ii) to each Issuing Bank, for its own account (x) the Issuing Bank with last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated, a fronting fee in respect to of each Letter of Credit the standard fronting, issuance and drawing fees specified from time to time issued by the such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 1/8 of 1% per annum of the daily stated amount of such Letter of Credit), plus (y) in connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank’s customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the “Senior Facilities Administration Fee” as set forth in the Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the “Administrative Agent Fees”). (d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the applicable Issuing BankBanks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to each Revolving Credit Lender, through the Administrative Agent---- Agent a commitment commission (the "TF Commitment Commission") for the account of each Lender with a B Term Commitment that is a Non-Defaulting Lender for any period on and after the Closing Date during which any B Term Commitments are outstanding, computed for each day at a rate per annum equal to the Applicable CC Percentage for such day on the B Term Commitment on such day of such Lender. Such TF Commitment Commission shall be due and payable in arrears on the last Business Day of March, June, September and December in each year, commencing September 28, 2007 calendar quarter and on each date on which any Revolving Credit Commitment of such Lender shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to 0.50% per annum on the daily unused amount of the Revolving Credit Commitment of such Lender during the preceding quarter (or other period commencing with the date hereof or ending with the Revolving Credit Maturity Date or the date on which the Revolving Credit Commitments of such Lender shall expire or be terminated). All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For purposes of calculating Commitment Fees only, no portion of the Revolving Credit Commitments shall be deemed utilized as a result of outstanding Swingline LoansB Termination Date. (b) The Borrower agrees to pay to the Administrative AgentAgent a commitment commission (the "RF Commitment Commission") for the account of each RF Lender that is a Non-Defaulting Lender for the period from and including the Closing Date to but not including the date upon which the Total Revolving Commitment has been terminated, computed for its own account, the administrative fees set forth in the Fee Letter each day at the times rate per annum equal to the Applicable CC Percentage for such day on the unutilized Revolving Commitment on such day of such Lender. Such RF Commitment Commission shall be due and payable in arrears on the amounts specified therein (last Business Day of each calendar quarter and on the “Administrative Agent Fees”)date upon which the Total Revolving Commitment is terminated. (c) The Borrower agrees to pay to the Administrative Agent a commitment commission (ithe "AF Commitment Commission") for the account of each AF Lender that is (d) The Borrower shall pay to (x) each Revolving Credit LenderAgent on the Closing Date, through for its own account and/or for distribution to the Lenders, such fees as heretofore agreed by the Borrower and the Agents, (y) the Administrative Agent, for its own account, such other fees as agreed to between the Borrower and the Administrative Agent, when and as due and (z) CoBank, for its own account, on the last Business Day of MarchClosing Date, June, September and December of each year, commencing September 28, 2007 and on the date on which the Revolving Credit Commitment of such Lender shall be terminated fees as provided herein, a fee (an “L/C Participation Fee”) calculated on such Lender’s Pro Rata Percentage of the daily aggregate L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) during the preceding quarter (or shorter period commencing with the date hereof or ending with the Revolving Credit Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Commitments of all Lenders shall have been terminated) at a rate per annum equal to the Applicable Percentage from time to time used to determine the interest rate on Revolving Credit Borrowings comprised of Eurodollar Loans pursuant to Section 2.06, and (ii) to the Issuing Bank with respect to each Letter of Credit the standard fronting, issuance and drawing fees specified from time to time heretofore agreed by the Issuing Bank Borrower and CoBank. (the “Issuing Bank Fees”). e) All L/C Participation Fees and Issuing Bank computations of Fees shall be computed on the basis of the actual number of days elapsed made in a year of 360 daysaccordance with Section 11.07(b). (d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the Issuing Bank. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to each Revolving Credit Lender, through the Administrative Agent, on the last Business Day of March, June, September and December in each year, commencing September 28, 2007 and on each date on which any Revolving Credit Commitment of such Lender shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to 0.50% per annum each Revolving Lender (other than a Defaulting Lender), for which payment will be made in arrears through the Administrative Agent on the daily unused amount last Business Day of each March, June, September and December beginning on the last Business Day of March 2007, and on the Commitment Fee Termination Date (as defined below). The Commitment Fee due to each Revolving Credit Commitment of such Lender during the preceding quarter (or other than Defaulting Lenders) shall commence to accrue for a period commencing with on the Closing Date (or, in the case of a Revolving Lender which becomes a Revolving Lender after the Closing Date, the date hereof or ending with on which such Revolving Lender becomes a Revolving Lender hereunder pursuant to Section 9.04(b)) and shall cease to accrue on the Revolving Credit Maturity Date or date (the “Commitment Fee Termination Date”) that is the earlier of (i) the date on which the Revolving Credit Commitments Commitment of such Revolving Lender shall expire be terminated as provided herein and (ii) the first date after the end of the Revolving Credit Commitment Period. The Commitment Fee accrued to each Revolving Lender (other than Defaulting Lenders) shall equal the Commitment Fee Percentage multiplied by such Revolving Lender’s Commitment Fee Average Daily Amount (as defined below) for the applicable quarter (or be terminatedshorter period commencing on the Closing Date (or, in the case of a Revolving Lender which becomes a Revolving Lender after the Closing Date, the date on which such Revolving Lender becomes a Revolving Lender hereunder pursuant to Section 9.04(b)) and ending with such Lender’s Commitment Fee Termination Date). A Revolving Lender’s “Commitment Fee Average Daily Amount” with respect to a calculation period shall equal the average daily amount during such period calculated using the daily amount of such Revolving Lender’s Revolving Credit Commitment less such Revolving Lender’s Revolving Credit Exposure (excluding clause (c) of the definition thereof for purposes of determining the Commitment Fee Average Daily Amount only) for any applicable days during the Revolving Credit Commitment Period. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For purposes of calculating Commitment Fees only, no portion of the Revolving Credit Commitments shall be deemed utilized as a result of outstanding Swingline Loans. (b) The Borrower agrees to pay to the Administrative Agent, for its own account, the administrative fees set forth in the Fee Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”). (c) The Borrower agrees to pay (i) to each Revolving Credit Lender, through the Administrative Agent, on the last Business Day of March, June, September and December of each year, commencing September 28, 2007 and on the date on which the Revolving Credit Commitment of such Lender shall be terminated as provided herein, a fee (an “L/C Participation Fee”) calculated on such Lender’s Pro Rata Percentage of the daily aggregate L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) during the preceding quarter (or shorter period commencing with the date hereof or ending with the Revolving Credit Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Commitments of all Lenders shall have been terminated) at a rate per annum equal to the Applicable Percentage from time to time used to determine the interest rate on Revolving Credit Borrowings comprised of Eurodollar Loans pursuant to Section 2.06, and (ii) to the Issuing Bank with respect to each Letter of Credit the standard fronting, issuance and drawing fees specified from time to time by the Issuing Bank (the “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the Issuing Bank. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to Company shall pay to each Revolving Credit Lendercounsel to the Subscriber its fees of $30,000 for services rendered in connection with the initial Closing of the Offering. The fee shall shall be payable out of funds held pursuant to an Escrow Agreement to be entered into by the Company, through Subscriber and Grushko & Xxxxxxx, P.C. (the Administrative Agent, "Escrow Agreement"). The fee will be paid to the attorneys upon the release of Purchase Price net proceeds to or on the last Business Day of March, June, September and December in each year, commencing September 28, 2007 and on each date on which any Revolving Credit Commitment of such Lender shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to 0.50% per annum on the daily unused amount of the Revolving Credit Commitment of such Lender during the preceding quarter (or other period commencing with the date hereof or ending with the Revolving Credit Maturity Date or the date on which the Revolving Credit Commitments of such Lender shall expire or be terminated). All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For purposes of calculating Commitment Fees only, no portion of the Revolving Credit Commitments shall be deemed utilized as a result of outstanding Swingline LoansCompany's behalf. (b) The Borrower agrees to Company will pay to the Administrative Agentfinders ("Finders") identified on Schedule E hereto a fee in the amount of ten percent (10%) of the Purchase Price ("Finder's Fee"). The Finder's Fee must be paid each Closing Date with respect to the Notes issued on such date. The Finder's Fee will be payable at the election of each Finder in cash or by delivery to such electing Finders of promissory notes ("Finder's Notes"). The Finder's Notes will be identical to the Notes. All the representations, covenants, warranties, undertakings, remedies, liquidated damages, and indemnification, other rights including but not limited to registration rights, and rights in Section 9 hereof, made or granted to or for its own accountthe benefit of the Subscriber are hereby also made and granted to the Finders in respect of the Finder's Notes. References to Notes in this Agreement (and where appropriate in documents delivered in connection herewith) shall also relate to the Finder's Notes. In the event the Subscriber so elects, the administrative fees set forth Finders Fee may be payable in whole or in part to the Fee Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”)Subscriber. (c) The Borrower agrees Company will issue and deliver, at the Closing, to pay the Finders identified on Schedule E, a Warrant, substantially in the form attached hereto as Exhibit D, to purchase a number of shares of the Company's Class A Common Stock equal to ten percent (i10%) of the shares into which the Notes issued pursuant hereto are convertible, at the Maximum Base Price set forth in Section 2.1.2(i) of the Note. The per share "Purchase Price" of Common Stock, as defined in the Warrants, shall be $.25 for 50% of the Warrants and $.30 for the other 50% of the Warrants. In the event there is no Finder in connection with the Subscriber entitled to receive the Warrants, then such Warrants will be issued to such Subscriber. Each Finder entitled to receive Notes or Warrants shall execute and deliver to the Company a Finders Investment Representation Letter, a form of which is annexed hereto as Exhibit F, prior to release of a Finder's Note to each Revolving Credit Lender, through the Administrative Agent, on the last Business Day of March, June, September and December of each year, commencing September 28, 2007 and on the date on which the Revolving Credit Commitment of such Lender shall be terminated as provided herein, a fee (an “L/C Participation Fee”) calculated on such Lender’s Pro Rata Percentage of the daily aggregate L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) during the preceding quarter (or shorter period commencing with the date hereof or ending with the Revolving Credit Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Commitments of all Lenders shall have been terminated) at a rate per annum equal to the Applicable Percentage from time to time used to determine the interest rate on Revolving Credit Borrowings comprised of Eurodollar Loans pursuant to Section 2.06, and (ii) to the Issuing Bank with respect to each Letter of Credit the standard fronting, issuance and drawing fees specified from time to time by the Issuing Bank (the “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 daysFinder. (d) All Fees shall be paid The Company on the dates dueone hand, in immediately available fundsand the Subscriber on the other hand, agree to indemnify the Administrative Agent other against and hold the other harmless from any and all liabilities to any other persons claiming brokerage commissions or finder's fees except for distributionFinders, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly on account of services purported to the Issuing Bank. Once paid, none have been rendered on behalf of the Fees shall be refundable under any circumstancesindemnifying party in connection with this Subscription Agreement or the transactions contemplated hereby and arising out of such party's actions. Except for Finders, the Company represents that there are no other parties entitled to receive fees, commissions or similar payments in connection with the offering described in this Subscription Agreement.

Fees. (a) The Borrower agrees to pay to each Revolving Credit Lender (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day day of March, June, September and December in each year, commencing September 28, 2007 and on each the date on which any Revolving Credit Commitment the Commitments of such Lender all the Lenders shall expire or be terminated as provided herein, a commitment fee (a “"Commitment Fee”") equal to 0.50% per annum on the average daily unused amount of the Revolving Credit Commitment Commitments of such Lender during the preceding quarter (or other period commencing with the date hereof or ending with the Revolving Credit Maturity Date or the date on which the Revolving Credit last of the Commitments of such Lender shall expire or be terminated)) at a rate equal to 0.50% per annum. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For purposes the purpose of calculating any Lender's Commitment Fees onlyFee, no portion of the Revolving Credit Commitments outstanding Swingline Loans during the period for which such Lender's Commitment Fee is calculated shall be deemed utilized to be zero. The Commitment Fee due to each Lender shall commence to accrue on the Closing Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as a result of outstanding Swingline Loansprovided herein. (b) The Borrower agrees from time to pay to the Administrative Agent, for its own account, the administrative fees set forth in the Fee Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”). (c) The Borrower time agrees to pay (i) to each Revolving Credit Lender (other than any Defaulting Lender), through the Administrative Agent, on the last Business Day day of March, June, September and December of each year, commencing September 28, 2007 year and on the date on which the Revolving Credit Commitment Commitments of such Lender all the Lenders shall be terminated as provided herein, a fee (an “"L/C Participation Fee”") calculated on such Lender’s Pro Rata 's Applicable Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) ), during the preceding quarter (or shorter period commencing with the date hereof or ending with the Revolving Credit Maturity Date or the date on which all Letters the Revolving Credit Commitments shall be terminated) at the rate per annum equal to the LIBOR Margin effective for each day in such period for Revolving Loans as set forth on Schedule A and (ii) to the respective Fronting Bank, for its own account, (x) on the last day of Credit have been canceled or have expired March, June, September and December of each year and on the date on which the Revolving Credit Commitments of all the Lenders shall have been terminated) at be terminated as provided herein, a rate per annum equal to the Applicable Percentage from time to time used to determine the interest rate on Revolving Credit Borrowings comprised facing fee in respect of Eurodollar Loans pursuant to Section 2.06, and (ii) to the Issuing Bank with respect to each Letter of Credit issued for its account hereunder for the standard frontingperiod from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, issuance computed at a rate equal to 1/4 of 1% per annum of the daily stated amount of such Letter of Credit; provided that in no event shall the annual amount of such facing fee with respect to any Letter of Credit be less than $500, plus, (y) in connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Fronting Bank's customary documentary and drawing fees specified from time to time by processing charges (collectively, the Issuing Bank (the “Issuing "Fronting Bank Fees”"). All L/C Participation Fees and Issuing Fronting Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower agrees to pay to the Administrative Agent, for its own account, the fees set forth in the Fee Letter dated as of February 3, 2003 at the times specified therein (the "Administrative Agent Fees"). (d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Fronting Bank Fees shall be paid directly to the Issuing BankFronting Bank to which such Fees are owed. Once paid, none of the Fees shall be refundable under any circumstances. (e) All voluntary prepayments of principal of Tranche I Term Loans and Tranche II Term Loans pursuant to Section 2.12(a) and all mandatory prepayments of principal of Tranche I Term Loans and Tranche II Term Loans required pursuant to Section 2.12(c), in each case prior to the first anniversary of the Closing Date, will be subject to payment to the Administrative Agent, for the ratable account of each Lender with outstanding Tranche I Term Loans and/or Tranche II Term Loans, of a fee in an amount equal to 1.00% of the aggregate principal amount of such prepayment, provided that such prepayment fee shall be payable only in respect of repayments of Term Loans in connection with a complete refinancing of the Obligations under this Agreement (other than any complete refinancing (i) occurring concurrently with a Change of Control, (ii) occurring concurrently with the consummation of a substantial acquisition by the Borrower or any of its subsidiaries of an unrelated third party or business that is not permitted under this Agreement or (iii) whose primary purpose is not to obtain a lower interest rate margin on the Term Loans). Such prepayment fees shall be due and payable upon the date of any such prepayment.

Fees. (a) The Borrower agrees to pay to each Revolving Credit Lender, through the Administrative Agent, on the last Business Day of March, June, September and December in each year, commencing September 28, 2007 year and on each date on which any Revolving Credit Commitment of such Lender shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to 0.50% per annum on the daily unused amount of the Revolving Credit Commitment of such Lender during the preceding quarter (or other period commencing with the date hereof or ending with the Revolving Credit Maturity Date or the date on which the Revolving Credit Commitments of such Lender shall expire or be terminated). All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For purposes of calculating Commitment Fees only, no portion of the Revolving Credit Commitments shall be deemed utilized as a result of outstanding Swingline Loans. (b) The Borrower agrees to pay to the Administrative Agent, for its own account, the administrative fees set forth in the Fee Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”). (c) The Borrower agrees to pay (i) to each Revolving Credit Lender, through the Administrative Agent, on the last Business Day of March, June, September and December of each year, commencing September 28, 2007 year and on the date on which the Revolving Credit Commitment of such Lender shall be terminated as provided herein, a fee (an “L/C Participation Fee”) calculated on such Lender’s Pro Rata Percentage of the daily aggregate L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) during the preceding quarter (or shorter period commencing with the date hereof or ending with the Revolving Credit Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Commitments of all Lenders shall have been terminated) at a rate per annum equal to the Applicable Percentage from time to time used to determine the interest rate on Revolving Credit Borrowings comprised of Eurodollar Loans pursuant to Section 2.06, and (ii) on the last Business Day of each March, June, September and December, to the Issuing Bank with respect to each Letter of Credit a fronting fee (which shall accrue at the rate of 0.125% per annum or at another rate agreed by the Borrower and the Issuing Bank) and the standard fronting, issuance and drawing fees specified from time to time by the Issuing Bank (the “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the Issuing Bank. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay the Payments Administrator a facility fee (the "Facility Fee") for the account of each Non-Defaulting Bank for the period from and including the Effective Date to but not including the Final Maturity Date or, if earlier, the date upon which the Total Commitment has been terminated, computed for each Revolving Credit Lender, through day at a rate equal to the Administrative Agent, on Applicable Facility Fee Percentage for such day multiplied by the last Business Day of March, June, September and December in each year, commencing September 28, 2007 and on each date on which any Revolving Credit Commitment of such Lender Bank on such day. Such Facility Fee shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to 0.50% per annum due and payable quarterly in arrears on the daily unused amount 15th day of the Revolving Credit Commitment of such Lender during the preceding quarter (or other period commencing with each January, April, July and October and on the date hereof or ending with the Revolving Credit Maturity Date or the date on upon which the Revolving Credit Commitments of such Lender shall expire or be Total Commitment is terminated). All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For purposes of calculating Commitment Fees only, no portion of the Revolving Credit Commitments shall be deemed utilized as a result of outstanding Swingline Loans. (b) The Borrower agrees to pay to the Administrative Agent, for its own account, the administrative fees set forth in the Fee Letter at the times and in the amounts specified therein Payments Administrator a utilization fee (the “Administrative Agent Fees”)"Utilization Fee") for the account of the Banks pro rata on the basis of their respective Adjusted Percentages, computed for each day during a Utilization Period at a rate equal to the Applicable Utilization Fee Percentage for such day multiplied by the daily average Total Adjusted Utilization Amount for such Utilization Period. Such Utilization Fee shall be due and payable in arrears on the 15th day of the month following the end of each Utilization Period and on the date upon which the Total Commitment is terminated. (c) The Borrower agrees to pay (i) to each Revolving Credit Lender, through the Administrative Agent, Payments Administrator for the account of the Banks pro rata on the last Business Day basis of Marchtheir respective Adjusted Percentages, June, September and December a fee in respect of each yearLetter of Credit (the "Letter of Credit Fee") computed for each day at a rate equal to the Applicable Eurodollar Margin for such day multiplied by the then Stated Amount of such Letter of Credit. Such Letter of Credit Fees shall be due and payable quarterly in arrears on the 15th day of each January, commencing September 28April, 2007 July and October and on the date on upon which the Revolving Total Commitment is terminated. (d) The Borrower agrees to pay to the Payments Administrator for the account of each Letter of Credit Commitment of such Lender shall be terminated as provided herein, Issuer a fee (an “L/C Participation Fee”) calculated on such Lender’s Pro Rata Percentage in respect of the daily aggregate L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) during the preceding quarter (or shorter period commencing with the date hereof or ending with the Revolving Credit Maturity Date or the date on which all Letters each Letter of Credit have been canceled or have expired and issued by it (the Revolving Credit Commitments of all Lenders shall have been terminated"Facing Fee") computed for each day at a rate per annum equal to the Applicable Facing Fee Percentage from time for such day multiplied by the average daily Stated Amount of such Letter of Credit. Such Facing Fees shall be due and payable quarterly in arrears on the 15th day of each January, April, July and October and on the date upon which the Total Commitment is terminated. (e) The Borrower hereby agrees to time used to determine the interest rate on Revolving Credit Borrowings comprised of Eurodollar Loans pursuant to Section 2.06, and (ii) to the Issuing Bank with respect pay directly to each Letter of Credit Issuer upon each issuance of, drawing under, and/or amendment of, a Letter of Credit issued by such Letter of Credit Issuer such amount as shall at the standard frontingtime of such issuance, issuance and drawing fees specified from time to time or amendment be the administrative charge which such Letter of Credit Issuer is customarily charging for issuances of, drawings under or amendments of, letters of credit issued by the Issuing Bank such Letter of Credit Issuer. (the “Issuing Bank Fees”). f) All L/C Participation Fees and Issuing Bank computations of Fees shall be computed on the basis of the actual number of days elapsed made in a year of 360 daysaccordance with Section 12.07(b). (d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the Issuing Bank. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a1) The Borrower agrees agrees, to pay to each Revolving Credit Lender (other than any Defaulting Lender), through the Administrative Agent, on the last fifth Business Day after the end of March, June, September and December in each yearfiscal quarter of the Borrower, commencing September 28with the first full fiscal quarter of the Borrower ending after the Closing Date, 2007 and on each Maturity Date and any date on which any Revolving Credit Commitment the Commitments of such Lender shall expire or be all the Lenders are terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to 0.50% per annum on the daily unused amount of the Revolving Credit Available Unused Commitment of such Lender during the preceding fiscal quarter (or other period commencing with the date hereof Closing Date, or in the case of the first full fiscal quarter, the period commencing on the Closing Date and ending with the end of the first fiscal quarter, or ending with the Revolving Credit Maturity Date or the date on which the Revolving Credit last of the Commitments of such Lender shall expire or will be terminated, as applicable) at a rate equal to the Applicable Commitment Fee Percentage (which shall be adjusted quarterly on each Adjustment Date). All Commitment Fees shall will be computed on the basis of the actual number of days elapsed in a year of 360 days. For purposes the purpose of calculating any Lender’s Commitment Fees onlyFee, no portion of the Revolving Credit Commitments shall outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated will be deemed utilized as a result of outstanding Swingline Loans. (b) to be zero. The Borrower agrees to pay to the Administrative Agent, for its own account, the administrative fees set forth in the Commitment Fee Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”). (c) The Borrower agrees to pay (i) due to each Revolving Credit Lender, through the Administrative Agent, Lender will commence to accrue on the last Business Day of March, June, September Closing Date and December of each year, commencing September 28, 2007 and will cease to accrue on the date on which the Revolving Credit Commitment last of the Commitments of such Lender shall will be terminated as provided herein. (2) The Borrower agrees, to pay to: (a) the Administrative Agent for the account of each Revolving Lender (other than any Defaulting Lender, it being understood that at any time the Issuing Bank has Fronting Exposure to such Defaulting Lender, the L/C Participation Fee with respect to such Fronting Exposure will be payable to the Issuing Bank for its own account), on the fifth Business Day after the end of each fiscal quarter of the Borrower in each year, commencing with the first full fiscal quarter of the Borrower ending after the Closing Date, and on each Maturity Date and any date on which the Commitments of all the Lenders are terminated as provided herein, a fee (an “L/C Participation Fee”) calculated on such Lender’s Pro Rata Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) ), during the preceding fiscal quarter (or shorter other period commencing with the date hereof Closing Date, or in the case of the first full fiscal quarter, the period commencing on the Closing Date and ending with the end of the first fiscal quarter, or ending with the Revolving Credit applicable Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Facility Commitments of all Lenders shall have been are terminated, as applicable) at a the rate per annum equal to the Applicable Percentage from time to time used to determine Margin for Eurocurrency Revolving Facility Borrowings effective for each day in such period; and (b) each Issuing Bank, for its own account (i) on the interest rate on Revolving Credit Borrowings comprised fifth Business Day after the end of Eurodollar Loans pursuant to Section 2.06each fiscal quarter of the Borrower, commencing with the first full fiscal quarter of the Borrower ending after the Closing Date, and (ii) to on each Maturity Date and any date on which the Issuing Bank with Commitments of all the Lenders are terminated as provided herein, a fronting fee in respect to of each Letter of Credit issued by, or the standard frontingterm of which is extended by, issuance and drawing fees specified from time to time by the such Issuing Bank for the period from and including the date of issuance or extension of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 0.125% per annum of the daily stated amount of such Letter of Credit plus (the ii) such Issuing Bank’s customary issuance fees and customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees shall that are payable in Dollars on a per annum basis will be computed on the basis of the actual number of days elapsed in a year of 360 days. (d3) The Borrower agrees, to pay to the Administrative Agent, for its own account, the agency fees set forth in the Fee Letter at the times specified therein or in such other amounts and at such other times as may be separately agreed in writing by the Administrative Agent and the Borrower from time to time (the “Administrative Agent Fees”). (4) All Fees shall will be paid on the dates due, in immediately available funds, to the Administrative Agent at the Payment Office for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall will be paid directly to the applicable Issuing BankBanks. Once paid, none of the Fees shall will be refundable under any circumstances.

Fees. (a) The Canadian Borrower agrees to pay to each Revolving Credit Facility Lender (other than any Defaulting Lender), through the Administrative Agent, on five Business Days after the last Business Day day of March, June, September and December in each year, commencing September 28, 2007 and on each three Business Days after the date on which any the Revolving Credit Commitment Facility Commitments of such Lender all the Lenders shall expire or be terminated as provided herein, a commitment fee (a “Revolving Facility Commitment Fee”) equal to 0.50% per annum in Canadian Dollars on the daily unused amount of the Available Revolving Credit Unused Commitment of such Lender during the preceding quarter (or other period commencing with the date hereof Closing Date or ending with the Revolving Credit Maturity Date or the date on which the last of the Revolving Credit Commitments Facility Commitment of such Lender shall expire or be terminated)) at a rate equal to 0.50% per annum. All Revolving Facility Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 365 days. For purposes the purpose of calculating any Lender’s Revolving Facility Commitment Fees onlyFee, no portion the outstanding Swingline Loans during the period for which such Lender’s Revolving Facility Commitment Fee is calculated shall be deemed to be zero. The Revolving Facility Commitment Fee due to each Lender shall commence to accrue on the Closing Date and shall cease to accrue on the date on which the last of the Revolving Credit Facility Commitments of such Lender shall be deemed utilized terminated as a result of outstanding Swingline Loansprovided herein. (b) The Canadian Borrower agrees to pay from time to the Administrative Agent, for its own account, the administrative fees set forth in the Fee Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”). (c) The Borrower agrees to pay time (i) to each Revolving Credit Facility Lender (other than any Defaulting Lender), through the Administrative Agent, on ten Business Days after the last Business Day day of March, June, September and December of each year, commencing September 28, 2007 year and on three Business Days after the date on which the Revolving Credit Commitment Facility Commitments of such Lender all the Lenders shall be terminated as provided herein, a fee (an “L/C Participation Fee”) calculated in Canadian Dollars on such Lender’s Pro Rata Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) ), during the preceding quarter (or shorter period commencing with the date hereof Closing Date or ending with the Revolving Credit Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Facility Commitments of all Lenders shall have been be terminated) at a the rate per annum equal to the Applicable Percentage from time to time used to determine the interest rate on Revolving Credit Margin for BA Borrowings comprised of Eurodollar Loans pursuant to Section 2.06effective for each day in such period, and (ii) to each L/C Issuer, for its own account, (x) 10 Business Days after the Issuing Bank with last day of March, June, September and December of each year and three Business Days after the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fronting fee in Canadian Dollars in respect to of each Letter of Credit issued by such L/C Issuer for the standard frontingperiod from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, issuance computed at a rate equal to 1/4 of 1% per annum of the daily stated amount (or, if applicable, the Canadian Dollar Equivalent) of such Letter of Credit) (with the minimum annual fronting fee for each Letter of Credit to be not less than CND$500) plus (y) in connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such L/C Issuer’s customary documentary and drawing fees specified from time to time by the Issuing Bank processing charges (the collectively, “Issuing Bank L/C Issuer Fees”). All L/C Participation Fees and Issuing Bank L/C Issuer Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Canadian Borrower agrees to pay to the Administrative Agent, for the accounts of each Lender making a BA Loan, on the date of such Loan, a fee, in Canadian Dollars, calculated by multiplying the face amount of each BA (or, if applicable, the principal amount of each BA Equivalent Loan before discounting) comprising the BA Loan by the product of (i) the Applicable Margin for such BA Loan and (ii) a fraction, the numerator of which is the number of days in the BA Contract Period applicable to such BA (or BA Equivalent Loan) and the denominator of which is 365 or 366, as applicable (“Acceptance Fees”). (d) [Reserved]. (e) The Canadian Borrower agrees to pay to the Administrative Agent, for its own account, the fees set forth in the Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the “Agent Fees”). (f) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank L/C Issuer Fees shall be paid directly to the Issuing Bankapplicable L/C Issuer. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to each Revolving Credit Lender (other than any Defaulting Lender), through the Administrative Agent, on three Business Days after the last Business Day day of March, June, September and December in each year, commencing September 28, 2007 and on each three Business Days after the date on which any the Revolving Credit Commitment Facility Commitments of such Lender all the Lenders shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to 0.50% per annum on the daily unused amount of the Revolving Credit Available Unused Commitment of such Lender during the preceding quarter (or other period commencing with the date hereof Closing Date or ending with the Revolving Credit Maturity Date or the date on which the Revolving Credit last of the Commitments of such Lender shall expire or be terminated)) at a rate equal to the Applicable Margin. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For purposes the purpose of calculating any Lender’s Commitment Fees onlyFee, no portion of the Revolving Credit Commitments outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed utilized to be zero. The Commitment Fee due to each Lender shall commence to accrue on the Closing Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as a result of outstanding Swingline Loansprovided herein. (b) The Borrower agrees from time to pay to the Administrative Agent, for its own account, the administrative fees set forth in the Fee Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”). (c) The Borrower time agrees to pay (i) to each Revolving Credit Facility Lender (other than any Defaulting Lender), through the Administrative Agent, on three Business Days after the last Business Day day of March, June, September and December of each year, commencing September 28, 2007 year and on three Business Days after the date on which the Revolving Credit Commitment Facility Commitments of such Lender all the Lenders shall be terminated as provided herein, a fee (an “L/C Participation Fee”) calculated on such Lender’s Pro Rata Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) ), during the preceding quarter (or shorter period commencing with the date hereof Closing Date or ending with the Revolving Credit Facility Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Facility Commitments of all Lenders shall have been be terminated) at a the rate per annum equal to the Applicable Percentage from time to time used to determine the interest rate on Revolving Credit Margin for Eurocurrency Borrowings comprised of Eurodollar Loans pursuant to Section 2.06, effective for each day in such period and (ii) to each Issuing Bank, for its own account, (x) three Business Days after the Issuing Bank with last day of March, June, September and December of each year, a fronting fee in respect to of each Letter of Credit issued by such Issuing Bank for the standard frontingperiod from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, issuance and drawing fees specified from time computed at a rate equal to time by 1/4 of 1% per annum of the daily maximum amount of such Letter of Credit or as otherwise agreed with the Issuing Bank Bank), plus (y) in connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank’s customary documentary and processing charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower agrees to pay (i) to the Administrative Agent, for the account of the Administrative Agent, the fees set forth in the Administrative Agent Fee Letter dated as of the Third Restatement Effective Date, at the times specified therein (the “Administrative Agent Fees”) and (ii) any applicable Lender, for the account of such Lender, the fees in the amounts and at the times from time to time agreed to in writing by the Borrower and any such Lender. (d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the applicable Issuing BankBanks and any fees under clause (c)(ii) above shall be paid directly to the applicable Lender. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to each Revolving Credit Lender, through the Administrative Paying Agent, on the last Business Day day of March, June, September and December in each year, commencing September 28, 2007 year and on each date on which any Revolving Credit Commitment of such Lender shall expire or be terminated as provided herein, a commitment fee (a “"Commitment Fee”") equal to 0.50% the Applicable Percentage per annum in effect from time to time on the average daily unused amount of the Revolving Credit Commitment Commitments of such Lender (other than the Swingline Commitment) during the preceding quarter (or other period commencing with the date hereof Closing Date or ending with the Revolving Credit Maturity Date or the date on which the Revolving Credit Commitments of such Lender shall expire or be terminated). All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. The Commitment Fee due to each Lender shall commence to accrue on the Closing Date and shall cease to accrue on the date on which the Commitment of such Lender shall expire or be terminated as provided herein. For purposes of calculating Commitment Fees only, no portion of the Revolving Credit Commitments shall be deemed utilized under Section 2.17 as a result of outstanding Swingline Loans. (b) The Borrower agrees to pay to the Administrative Agent, for its own account, the administrative fees set forth in the Fee Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”). (c) The Borrower agrees to pay (i) to each Revolving Credit Lender, through the Administrative Paying Agent, on the last Business Day day of March, June, September and December of each year, commencing September 28, 2007 year and on the date on which the Revolving Credit Commitment of such Lender shall be terminated as provided herein, a fee (an “"L/C Participation Fee”") calculated on such Lender’s 's Pro Rata Percentage of the average daily aggregate L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) during the preceding quarter (or shorter period commencing with the date hereof or ending with the Revolving Credit Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Commitments of all Lenders shall have been terminated) at a rate per annum equal to the Applicable Percentage from time to time used to determine the interest rate on Revolving Credit Borrowings comprised of Eurodollar Loans pursuant to Section 2.06, and (ii) to the Issuing Bank with respect to each Letter of Credit the standard fronting, issuance and drawing fees specified from time to time by the Issuing Bank (the “"Issuing Bank Fees”"). All L/C Participation Fees and Issuing Bank Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (dc) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Paying Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the Issuing Bank. Once paid, none of the Fees shall be refundable under any circumstances, absent manifest error.

Fees. (a) The Borrower agrees to pay to each Revolving Credit Lender, through the Administrative Agent, on the last Business Day of March, June, September and December in each year, commencing September 28, 2007 year and on each date on which any Revolving Credit Commitment of such Lender shall expire or be terminated as provided herein, a commitment fee (a “Revolving Credit Commitment Fee”) equal to 0.50% the Revolving Credit Commitment Fee Rate per annum on the daily unused amount of the Revolving Credit Commitment of such Lender during the preceding quarter (or other period commencing with the date hereof or ending with the Revolving Credit Maturity Date or the date on which the Revolving Credit Commitments of such Lender shall expire or be terminated). The Borrower agrees to pay to each Lender, through the Administrative Agent, on the last Business Day of March, June, September and December in each year and on the date on which the Delayed Draw Term Loan Commitment of such Lender shall expire or be terminated as provided herein, a commitment fee (a “Term Commitment Fee”) equal to the Applicable Term Commitment Fee Rate per annum on the daily unused amount of the Delayed Draw Term Loan Commitment of such Lender during the preceding quarter (or other period commencing with the date hereof or ending with the Delayed Draw Commitment Termination Date or the date on which the Delayed Draw Term Loan Commitment of such Lender shall expire or be terminated). All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For purposes of calculating Revolving Credit Commitment Fees only, no portion of the Revolving Credit Commitments shall be deemed utilized as a result of outstanding Swingline Loans. (b) The Borrower agrees to pay to the Administrative Agent, for its own account, the administrative fees set forth in the Fee Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”). (c) The Borrower agrees to pay (i) to each Revolving Credit Lender, through the Administrative Agent, on the last Business Day of March, June, September and December of each year, commencing September 28, 2007 year and on the date on which the Revolving Credit Commitment of such Lender shall be terminated as provided herein, a fee (an “L/C Participation Fee”) calculated on such Lender’s Pro Rata Percentage of the daily aggregate L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) during the preceding quarter (or shorter period commencing with the date hereof or ending with the Revolving Credit Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Commitments of all Lenders shall have been terminated) at a rate per annum equal to the Applicable Percentage from time to time used to determine the interest rate on Revolving Credit Borrowings comprised of Eurodollar Loans pursuant to Section 2.06, and (ii) to the Issuing Bank with respect to each Letter of Credit the standard fronting, issuance and drawing fees specified from time to time by the Issuing Bank (the “Issuing Bank Fees”); provided that each such fronting fee charged from time to time shall not exceed 0.25% per annum of the aggregate undrawn face amount of the then outstanding Letters of Credit. All L/C Participation Fees and Issuing Bank Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the Issuing Bank. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. 4.1. For each Ladder Loader, AES shall pay Xxxxxx the sum of ** per Barrel for all Ladder Transloading Services performed by Xxxxxx pursuant to this Agreement (the “Ladder Transloading Fee”). The Ladder Transloading Fee shall be increased on the first anniversary of the Effective Date and on each annual anniversary date thereafter during the Term, by a percentage equal to the greater of zero or the positive change in the CPI-U (All Urban Consumers), as reported by the U.S. Bureau of Labor Statistics, comparing the latest published data with the comparable data for the previous year. 4.2. Xxxxxx shall invoice AES on a Monthly basis for the Ladder Transloading Services covering each of the three Ladder Loaders and AES shall pay all amounts due (including any Monthly Shortfall Payments, as defined hereinafter, and payments for Excess Volumes) no later than ten (10) calendar Days after AES’ receipt of Marlin’s invoices. Any past due amounts owed by AES to Xxxxxx shall accrue interest, payable on demand, at the lower of (a) The Borrower agrees eight percent (8%) per annum or (b) the maximum lawful interest rate. 4.3. If, during any Month, AES fails to deliver to Xxxxxx for transloading utilizing the Ladder Loaders an amount of Crude Petroleum equal to at least the Minimum Volume Commitment for such Month applicable to each Ladder Loader, then AES shall pay to each Revolving Credit Lender, through the Administrative Agent, on the last Business Day of March, June, September and December in each year, commencing September 28, 2007 and on each date on which any Revolving Credit Commitment of such Lender shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) Xxxxxx an amount equal to 0.50% per annum on (i) the daily unused amount Monthly Volume Shortfall applicable to the particular Ladder Loader for such month multiplied by (ii) the Ladder Transloading Fee then in effect (the “Monthly Shortfall Payment”). “Monthly Volume Shortfall” for any Month applicable to each Ladder Loader shall mean the number of Barrels by which the Revolving Minimum Volume Commitment for such Month applicable to such Ladder Loader exceeds the actual Barrels of Crude Petroleum delivered to Xxxxxx for transloading by the applicable Ladder Loader during such Month. The dollar amounts of any Monthly Shortfall Payment included in the Monthly invoice described above and paid by AES shall be posted as a credit to AES’s account (the “Credit”), and such Credit Commitment of such Lender shall be applied against amounts owed by AES for Excess Volumes transloaded by Xxxxxx during the preceding then existing calendar quarter. Credits will be applied during the calendar quarter (or other period commencing with the date hereof or ending with the Revolving Credit Maturity Date or the date on in which the Revolving Credit Commitments of such Lender shall expire or be terminated). All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For purposes of calculating Commitment Fees only, no Credits accrue and any portion of the Revolving Credit Commitments shall be deemed utilized as a result of outstanding Swingline Loans. (b) The Borrower agrees to pay to the Administrative Agent, for its own account, the administrative fees set forth in the Fee Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”). (c) The Borrower agrees to pay (i) to each Revolving Credit Lender, through the Administrative Agent, on the last Business Day of March, June, September and December of each year, commencing September 28, 2007 and on the date on which the Revolving Credit Commitment of such Lender shall be terminated as provided herein, a fee (an “L/C Participation Fee”) calculated on such Lender’s Pro Rata Percentage of the daily aggregate L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) that is not used by AES during the preceding applicable calendar quarter (or shorter period commencing with the date hereof or ending with the Revolving Credit Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Commitments of all Lenders shall have been terminated) at a rate per annum equal to the Applicable Percentage from time to time used to determine the interest rate on Revolving Credit Borrowings comprised of Eurodollar Loans pursuant to Section 2.06, and (ii) to the Issuing Bank with respect to each Letter of Credit the standard fronting, issuance and drawing fees specified from time to time by the Issuing Bank (the “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 dayswill expire. (d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the Issuing Bank. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to each Revolving Credit Lender, without duplication of any other amounts paid to such Lender (other than any Defaulting Lender), through the Administrative Agent, on three Business Days after the last Business Day day of March, June, September and December in each year, commencing September 28, 2007 and on each the date on which any the Revolving Credit Commitment Facility Commitments of such Lender all the Lenders shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to 0.50% per annum on the daily unused amount of the Revolving Credit Available Unused Commitment of such Lender during the preceding quarter up until the last day of such quarter (or other period commencing with the Closing Date (or the last date hereof or on which such fee was paid) and ending with the last day of such quarter or the Revolving Credit Facility Maturity Date or the date on which the Revolving Credit last of the Commitments of such Lender shall expire or be terminated), as applicable) at the applicable Commitment Fee specified in the definition of Applicable Margin. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For purposes of calculating The Commitment Fees only, no portion Fee due to each Lender shall begin to accrue on the Closing Date and shall cease to accrue on the date on which the last of the Revolving Credit Commitments of such Lender shall be deemed utilized terminated as a result of outstanding Swingline Loansprovided herein. (b) The Borrower from time to time agrees to pay to each Revolving Facility Lender (other than any Defaulting Lender), through the Administrative Agent, for its own accountthree Business Days after the last day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fee (a “Revolving L/C Participation Fee”) on such Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed Revolving L/C Disbursements), during the preceding quarter (or shorter period commencing with the Closing Date (or the last date on which such fee was paid) and ending with the last day of such quarter or the Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments shall be terminated, as applicable) at (x) in the case of standby letters of credit, the administrative fees set forth rate per annum equal to the Revolving Facility Loans Eurodollar Spread specified in the Fee Letter at the times definition of “Applicable Margin” for Eurodollar Revolving Facility Borrowings effective for each day in such period and (y) in the amounts specified therein (the “Administrative Agent Fees”)case of documentary or commercial letters of credit, 1% per annum. (c) The Borrower from time to time agrees to pay (i) to each Revolving Credit LenderIssuing Bank, through the Administrative Agentfor its own account, (x) on the last Business Day of March, June, September and December of each year, commencing September 28, 2007 year and on the date on which the Revolving Credit Commitment Facility Commitments of such Lender all the Lenders shall be terminated terminate as provided herein, a fronting fee in an amount equal to the greater of $300 or 0.125% per annum of the daily average stated amount of such Revolving Letter of Credit, in respect of each Revolving Letter of Credit issued by such Issuing Bank for the period from and including the date of issuance of such Revolving Letter of Credit to and including the termination of such Revolving Letter of Credit, plus (an “y) in connection with the issuance, amendment or transfer of any such Revolving Letter of Credit or any Revolving L/C Participation Fee”) calculated on Disbursement thereunder, such LenderIssuing Bank’s Pro Rata Percentage of the daily aggregate L/C Exposure customary documentary and processing charges (excluding the portion thereof attributable to unreimbursed L/C Disbursements) during the preceding quarter (or shorter period commencing with the date hereof or ending with the Revolving Credit Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Commitments of all Lenders shall have been terminated) at a rate per annum equal to the Applicable Percentage from time to time used to determine the interest rate on Revolving Credit Borrowings comprised of Eurodollar Loans pursuant to Section 2.06collectively, and (ii) to the Issuing Bank with respect to each Letter of Credit the standard fronting, issuance and drawing fees specified from time to time by the Issuing Bank (the “Issuing Bank Fees”). All Revolving L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (d) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the fee set forth in the Fee Letter at the times specified therein or such other administrative fee as agreed between the Borrower and the Administrative Agent in writing (such fees, the “Administrative Agent Fees”) and to pay all other fees due and payable pursuant to the Fee Letter. (e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the applicable Issuing BankBanks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to each Revolving Credit Lender, through the Administrative Agent, on the last Business Day of Marcheach March 31, JuneJune 30, September 30 and December in each year31, commencing September 28, 2007 and on each the date on which any Revolving Credit the Commitment of such Lender shall expire or be terminated as provided herein, a commitment facility fee (a “Commitment Facility Fee”) equal to 0.50% at the rate per annum from time to time in effect in accordance with Section 2.23, on the daily unused amount of the Revolving Credit Commitment of such Lender Lender, whether used or unused, during the preceding quarter (or other shorter period commencing with the date hereof Closing Date, or ending with the Revolving Credit Maturity Termination Date or the any date on which the Revolving Credit Commitments Commitment of such Lender shall expire or be terminated). All Commitment Facility Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For purposes of calculating Commitment Fees onlyThe Facility Fee due to each Lender shall commence to accrue on the Closing Date, no portion shall be payable in arrears and shall cease to accrue on the earlier of the Revolving Credit Commitments Termination Date and the termination of the Commitment of such Lender as provided herein; provided, that if any Lender continues to have any outstanding Loans after its Commitment terminates, then such Facility Fee shall be deemed utilized as a result continue to accrue on the daily aggregate principal amount of such Lender’s Loans for each day from and including the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any outstanding Swingline Loans. (b) The Borrower agrees to pay to the Administrative Agent, for its own account, the administrative fees set forth in the Fee Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”). (c) The Borrower agrees to pay (i) to each Revolving Credit Lender, through the Administrative Agent, on the last Business Day of Marcheach March 31, JuneJune 30, September 30 and December of each year31, commencing September 28, 2007 and on the date on which the Revolving Credit Commitment of such Lender shall be terminated as provided herein, a utilization fee (an a “L/C Participation Utilization Fee”) calculated on such Lender’s Pro Rata Percentage of the daily aggregate L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) during the preceding quarter (or shorter period commencing with the date hereof or ending with the Revolving Credit Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Commitments of all Lenders shall have been terminated) at a rate per annum equal to the Applicable Utilization Fee Percentage for each Excess Utilization Day, which fee shall accrue on the daily amount of the Commitment of such Lender (whether used or unused) for each Excess Utilization Day during the period from time and including the Closing Date to time used but excluding the date on which such Commitment terminates; provided that, if such Lender continues to determine have any outstanding Loans after its Commitment terminates, then such Utilization Fee shall continue to accrue on the interest rate daily aggregate principal amount of such Lender’s Loans for each Excess Utilization Day from and including the date on Revolving Credit Borrowings comprised of Eurodollar Loans pursuant which its Commitment terminates to Section 2.06, and (ii) but excluding the date on which such Lender ceases to the Issuing Bank with respect to each Letter of Credit the standard fronting, issuance and drawing fees specified from time to time by the Issuing Bank (the “Issuing Bank Fees”)have any outstanding Loans. All L/C Participation Fees and Issuing Bank Utilization Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 daysdays and shall be payable in arrears. (c) The Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates as set forth in any fee agreements with the Administrative Agent and to perform any other obligations contained therein. (d) All Fees fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the Issuing Bank. Once paid, none of the Fees fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees Parties agree, jointly and severally, to pay to each Revolving Credit Lender (other than any Defaulting Lender), through the Administrative Agent, on the last fifth Business Day of MarchJanuary, JuneApril, September July and December October in each year, commencing September 28, 2007 and on each the earlier of the Maturity Date and the date on which any Revolving Credit Commitment the Commitments of such Lender all the Lenders shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to 0.50% per annum on the daily unused amount of the Revolving Credit Available Unused Commitment of such Lender during the preceding quarter three calendar month period (or other period commencing with the date hereof First Restatement Effective Date or ending with the Revolving Credit Maturity Date or the date on which the Revolving Credit last of the Commitments of such Lender shall expire or be terminated)) at a rate equal to the Applicable Commitment Fee. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For purposes the purpose of calculating any Lender’s Commitment Fees onlyFee, no portion of the Revolving Credit Commitments outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed utilized to be zero. The Commitment Fee due to each Lender shall commence to accrue on the First Restatement Effective Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as a result of outstanding Swingline Loansprovided herein. (b) The Borrower agrees Parties from time to pay to the Administrative Agenttime agree, for its own accountjointly and severally, the administrative fees set forth in the Fee Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”). (c) The Borrower agrees to pay (i) to each Revolving Credit Lender (other than any Defaulting Lender, it being understood that at any time the Issuing Bank has Fronting Exposure to such Defaulting Lender, the L/C Participation Fee with respect to such Fronting Exposure shall be payable to each applicable Issuing Bank for its own account) through the Administrative Agent, on the last fifth Business Day of MarchJanuary, JuneApril, September July and December October of each year, commencing September 28, 2007 year and on the earlier of the Maturity Date and the date on which the Revolving Credit Commitment Commitments of such Lender all the Lenders shall be terminated as provided herein, a fee (an “L/C Participation Fee”) calculated on such Lender’s Pro Rata Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) ), during the preceding quarter (or shorter period commencing with the date hereof First Restatement Effective Date or ending with the Revolving Credit Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Facility Commitments of all Lenders shall have been be terminated) at a the rate per annum equal to the Applicable Percentage from time to time used to determine the interest rate on Revolving Credit Margin for Eurocurrency Borrowings comprised of Eurodollar Loans pursuant to Section 2.06, effective for each day in such period and (ii) to each Issuing Bank, for its own account (A) on the Issuing Bank with fifth Business Day of January, April, July and October of each year and on the earlier of the Maturity Date and the date on which the Commitments of all the Lenders shall be terminated as provided herein, a fronting fee in respect to of each Letter of Credit the standard fronting, issuance and drawing fees specified from time to time issued by the such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 0.125% per annum of the daily stated amount of such Letter of Credit) plus (the B) such Issuing Bank’s customary issuance fees and customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable in Dollars on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower Parties, jointly and severally, agree to pay to the Administrative Agent, for its own account, the agency fees set forth in the Fee Letter at the times specified therein or in such other amounts and at such other times as may be separately agreed in writing by the Administrative Agent and the Borrower from time to time (the “Administrative Agent Fees”). (d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent at the Payment Office for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the applicable Issuing BankBanks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to each Revolving Credit Lender (other than any Defaulting Lender), through the Administrative Agent, on the date that is three Business Days after the last Business Day of March, June, September and December in each year, commencing September 28, 2007 and on each the date on which any the Revolving Credit Commitment Facility Commitments of such Lender shall expire or be terminated as provided herein, a commitment fee in Dollars (a “Commitment Fee”) equal to 0.50% per annum on the daily unused amount of the Revolving Credit Available Unused Commitment of such Lender during the preceding quarter (or other period commencing with the date hereof Closing Date or ending with the Revolving Credit Maturity Date or the date on which the Revolving Credit last of the Commitments of such Lender shall expire or be terminated)) at a rate equal to the Applicable Commitment Fee with respect to such Lender. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For purposes the purpose of calculating any Lender’s Commitment Fees onlyFee (other than with respect to the Swingline Lender), no portion of the Revolving Credit Commitments outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed utilized to be zero. The Commitment Fee due to each Lender shall commence to accrue on the Closing Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as a result of outstanding Swingline Loansprovided herein. (b) The Borrower agrees from time to pay to the Administrative Agent, for its own account, the administrative fees set forth in the Fee Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”). (c) The Borrower time agrees to pay (i) to each Revolving Facility Lender (other than any Defaulting Lender; provided that at any time that an L/C Issuer has Fronting Exposure to a Defaulting Lender, until such Fronting Exposure has been reduced to zero, the L/C Participation Fee attributable to such Fronting Exposure in respect of Letters of Credit Lenderissued by such L/C Issuer shall be payable to such L/C Issuer) under any Revolving Facility, through the Administrative Agent, on three Business Days after the last Business Day day of March, June, September and December of each year, commencing September 28, 2007 year and on three Business Days after the date on which the Revolving Credit Commitment Facility Commitments of all the Lenders under such Lender Revolving Facility shall be terminated as provided herein, a fee (an “L/C Participation Fee”) calculated on such Lender’s Pro Rata Revolving Facility Percentage of the daily aggregate Outstanding Amount of L/C Exposure Obligations (excluding the portion thereof attributable to unreimbursed L/C DisbursementsUnreimbursed Amounts) under such Revolving Facility, during the preceding quarter (or shorter period commencing with the date hereof Closing Date or ending with the Revolving Credit Facility Maturity Date with respect to such Revolving Facility or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Facility Commitments of all Lenders under such Revolving Facility shall have been be terminated) at a the rate per annum equal to the Applicable Percentage from time to time used to determine the interest rate on Margin for Eurocurrency Revolving Credit Facility Borrowings comprised of Eurodollar Loans pursuant to Section 2.06, made by such Lender effective for each day in such period and (ii) to each L/C Issuer, for its own account (x) three Business Days after the Issuing Bank with last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fronting fee in Dollars in respect to of each Letter of Credit issued by such L/C Issuer for the standard frontingperiod from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, issuance computed at a rate equal to 1/8 of 1% per annum of the Dollar Equivalent of the daily stated amount of such Letter of Credit), plus (y) in connection with the issuance, amendment or transfer of any such Letter of Credit or any drawing thereunder, such L/C Issuer’s customary documentary and drawing processing fees specified from time to time by the Issuing Bank and charges (the collectively, “Issuing Bank L/C Issuer Fees”). All L/C Participation Fees and Issuing Bank L/C Issuer Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the agency fees set forth in the Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the “Administrative Agent Fees”). (d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank L/C Issuer Fees shall be paid directly to the Issuing Bankapplicable L/C Issuers. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees Borrowers agree to pay to each Revolving Credit Lender, through the Administrative Agent, on the last Business Day of March, June, September and December in each year, commencing September 28, 2007 year and on each the date on which any the Revolving Credit Commitment of such Lender shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to 0.50% per annum on the daily unused amount of the Revolving Credit Commitment of such Lender during the preceding quarter (or other shorter period commencing with the date hereof or ending with the Revolving Credit Maturity Date or the date on which the Revolving Credit Commitments Commitment of such Lender shall expire or be terminated). All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For purposes of calculating Commitment Fees only, no portion outstanding Swingline Loans shall not be deemed to constitute utilization of the Revolving Credit Commitments shall be deemed utilized as a result of outstanding Swingline LoansCommitments. (b) The Borrower agrees Borrowers agree to pay to the Administrative Agent, for its own account, the administrative fees set forth in the Fee Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”). (c) The Borrower agrees Borrowers agree to pay (i) to each Revolving Credit Lender, through the Administrative Agent, on the last Business Day of March, June, September and December of each year, commencing September 28, 2007 year and on the date on which the Revolving Credit Commitment of such Lender shall be terminated as provided herein, a fee (an “L/C Participation Fee”) calculated on such Lender’s Pro Rata Percentage of the daily aggregate L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) during the preceding quarter (or shorter period commencing with the date hereof or ending with the Revolving Credit Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Commitments of all Lenders shall have been terminated) at a rate per annum equal to the Applicable Percentage from time to time used to determine the interest rate on Revolving Credit Borrowings comprised of Eurodollar Loans pursuant to Section 2.06, and (ii) to the Issuing Bank with respect to Bank, (x) on the last Business Day of March, June, September and December of each Letter year and on the date on which all the Letters of Credit issued by it shall have been canceled or have expired, a fronting fee equal to 0.25% per annum on the aggregate face amount of such Letters of Credit outstanding during the preceding quarter (or shorter period commencing on the date hereof or ending on the date on which all Letters of Credit have been canceled or have expired) and (y) the standard fronting, issuance and drawing fees specified from time to time by the Issuing Bank (the “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the Issuing Bank. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower Company agrees to pay to the Revolving Facility Agent for the account of each Revolving Credit Lender, through the Administrative Agent, on the last Business Day of March, June, September and December in each year, commencing September 28, 2007 and on each date on which any Revolving Credit Commitment of such Lender shall expire or be terminated as provided herein, a commitment fee (a the “Revolving Commitment Fee”) equal to 0.50% per annum ), which shall accrue at the Applicable Rate on the daily unused amount of the Revolving Credit Commitment of such Lender during the preceding quarter (or other period commencing with from and including the date hereof or ending with the Revolving Credit Maturity Effective Date or to but excluding the date on which the such Revolving Credit Commitments of such Lender shall expire or be terminated)Commitment terminates. All Accrued Revolving Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For purposes of calculating Commitment Fees only, no portion respect of the Revolving Credit Commitments shall be deemed utilized as a result of outstanding Swingline Loans. (b) The Borrower agrees to pay to the Administrative Agent, for its own account, the administrative fees set forth payable in the Fee Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”). (c) The Borrower agrees to pay (i) to each Revolving Credit Lender, through the Administrative Agent, arrears on the last Business Day of March, June, September and December of each year, commencing September 28, 2007 year and on the date on which the Revolving Credit Commitment of Commitments terminate, commencing on the first such Lender shall be terminated as provided herein, a fee (an “L/C Participation Fee”) calculated on such Lender’s Pro Rata Percentage of date to occur after the daily aggregate L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) during the preceding quarter (or shorter period commencing with the date hereof or ending with the Revolving Credit Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Commitments of all Lenders shall have been terminated) at a rate per annum equal to the Applicable Percentage from time to time used to determine the interest rate on Revolving Credit Borrowings comprised of Eurodollar Loans pursuant to Section 2.06, and (ii) to the Issuing Bank with respect to each Letter of Credit the standard fronting, issuance and drawing fees specified from time to time by the Issuing Bank (the “Issuing Bank Fees”)Effective Date. All L/C Participation Fees and Issuing Bank Revolving 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 Company agrees to pay to the Term Facility Agent for the account of each Term Lender a ticking fee (the “Term Ticking Fee”), which shall accrue at the Term Ticking Fee Rate on the daily amount of the Term Commitment of such Lender during the period (the “Term Ticking Fee Accrual Period”) that (i) commences on the date that is 60 days after the Signing Date and (ii) ends on the earlier of (A) the Term Funding Date and (B) the date on which the Term Commitment of such Lender terminates or expires. Accrued Term Ticking Fees shall be payable in arrears on the last day of the Term Ticking Fee Accrual Period. All Term Ticking Fees shall be computed on the basis of a year of 360 daysdays and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (c) The Company agrees to pay to each Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and such Agent. (d) All Fees fees payable hereunder shall be paid on the dates due, in immediately available funds, to (i) in the Administrative case of the Revolving Commitment Fees, the Revolving Facility Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly distribution to the Issuing Bank. Once paidRevolving Lenders entitled thereto, none (ii) in the case of the Term Ticking Fees, the Term Facility Agent for distribution to the Term Lenders entitled thereto and (iii) in the case of any fees payable to any Agent for its own account, to such Agent. Fees paid shall not be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to each Revolving Credit Lender (other than any Defaulting Lender), through the Administrative Agent, on the date that is three Business Days after the last Business Day day of March, June, September and December in each year, commencing September 28, 2007 year and on each the date on which any the Revolving Credit Commitment Facility Commitments of such Lender all the Lenders shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to 0.50% per annum on the daily unused amount of the Revolving Credit applicable Available Unused Commitment of such Lender during the preceding quarter (or other period commencing with the date hereof Closing Date or ending with the Revolving Credit Maturity Date or the date on which the Revolving Credit last of the Commitments of such Lender shall expire or be terminated)) at a rate equal to the Applicable Commitment Fee accrued up to the last Business Day of each March, June, September and December. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For purposes of calculating The Commitment Fees only, no portion Fee due to each Lender shall commence to accrue on the Closing Date and shall cease to accrue on the date on which the last of the Revolving Credit Commitments of such Lender shall be deemed utilized terminated as a result of outstanding Swingline Loansprovided herein. (b) The Borrower agrees from time to pay to the Administrative Agent, for its own account, the administrative fees set forth in the Fee Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”). (c) The Borrower time agrees to pay (i) to each Revolving Credit Facility Lender of each Class (other than any Defaulting Lender), through the Administrative Agent, on the date that is three Business Days after the last Business Day day of March, June, September and December of each year, commencing September 28, 2007 year and on the date on which the Revolving Credit Commitment Facility Commitments of such Lender all the Lenders shall be terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) calculated on such Lender’s Pro Rata Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or shorter period commencing with the date hereof Closing Date or ending with the Revolving Credit Facility Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Facility Commitments of all Lenders such Class shall have been be terminated) at a the rate per annum equal to the Applicable Percentage from time Margin for Eurocurrency Revolving Facility Borrowings of such Class effective for each day in such period accrued up to time used to determine the interest rate on Revolving Credit Borrowings comprised last Business Day of Eurodollar Loans pursuant to Section 2.06each March, June, September and December, and (ii) to each Issuing Bank, for its own account (x) on the Issuing Bank with date that is three Business Days after the last day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated, a fronting fee in respect to of each Letter of Credit the standard fronting, issuance and drawing fees specified from time to time issued by the such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 1/8 of 1.00% per annum of the Dollar Equivalent of the daily stated amount of such Letter of Credit, plus (y) in connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank’s customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (dc) All Fees shall be paid on the dates due, in immediately available funds, The Borrower agrees to pay to the Administrative Agent Agent, for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the Issuing Bank. Once paid, none account of the Fees shall be refundable under any circumstancesAdministrative Agent, an administration fee in an amount and at times as separately agreed between the Borrower and the Administrative Agent (the “Administrative Agent Fees”).

Fees. (a) The Borrower agrees to pay to each Revolving Credit Lender, through the Administrative Agent, on the last Business Day of March, June, September and December in each year, commencing September 28, 2007 year and on each date on which any Revolving Credit Commitment of such Lender shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to 0.50% the Commitment Fee Rate set forth in the definition of Applicable Margin per annum on the daily unused amount of the Revolving Credit Commitment of such Lender during the preceding quarter (or other period commencing with the date hereof Funding Date or ending with the Revolving Credit Maturity Date or the date on which the Revolving Credit Commitments of such Lender shall expire or be terminated); provided that any Commitment Fee owing to a Lender which is a Defaulting Lender may be withheld by the Administrative Agent acting upon the written direction of the Borrower for so long as such Lender remains a Defaulting Lender. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For purposes of calculating Commitment Fees only, no portion of the Revolving Credit Commitments shall be deemed utilized as a result of outstanding Swingline Loans. (b) The Borrower agrees to pay to the Administrative Agent, for its own account, the administrative fees set forth in the Administrative Fee Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”). (c) The Borrower agrees to pay (i) to each Revolving Credit Lender, through the Administrative Agent, on the last Business Day of March, June, September and December of each year, commencing September 28, 2007 year and on the date on which the Revolving Credit Commitment of such Lender shall be terminated as provided herein, a fee (an “L/C Participation Fee”) calculated on such Lender’s Pro Rata Percentage of the daily aggregate L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) during the preceding quarter (or shorter period commencing with the date hereof Funding Date or ending with the Revolving Credit Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Commitments of all Lenders shall have been terminated) at a rate per annum equal to the Applicable Percentage Margin from time to time used to determine the interest rate on Revolving Credit Borrowings comprised of Eurodollar Loans pursuant to Section 2.06; provided that any L/C Participation Fee owing to a Lender which is a Defaulting Lender may be withheld by the Administrative Agent acting upon the written direction of the Borrower for so long as such Lender remains a Defaulting Lender, and (ii) to the each Issuing Bank with respect to each Letter of Credit issued by such Issuing Bank the standard fronting, issuance and drawing fees specified from time to time by the such Issuing Bank (the “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the applicable Issuing Bank. Once paid, none of the Fees shall be refundable under any circumstancescircumstances absent manifest error in the calculation of such fees.

Fees. (a) The Borrower agrees to pay to each Revolving Credit Lender, through the Administrative Agent, on the last Business Day of March, June, September and December in each year, commencing September 28on June 30, 2007 2007, and on each date on which any Revolving Credit Commitment of such Lender shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to: (i) with respect to 0.50% per annum the Backstop LC Lenders, the Commitment Fee Rate on the average daily unused amount of the Backstop LC Commitment of such Lender during the preceding quarter (or other period commencing with the date hereof or ending with the Backstop LC Maturity Date or the date on which the Backstop LC Commitment of such Lender shall expire or be terminated); (ii) with respect to the Revolving Credit Lenders, the Commitment Fee Rate on the average daily unused amount of the Revolving Credit Commitment of such Lender during the preceding quarter (or other period commencing with the date hereof or ending with the Revolving Credit Maturity Date or the date on which the Revolving Credit Commitments Commitment of such Lender shall expire or be terminated); and (iii) with respect to the Term Lenders, the Commitment Fee Rate on the average daily unused amount of the Available Construction Loan Commitment of such Lender during the preceding quarter (or other period commencing with the date hereof or ending with the Construction Loan Maturity Date or the date on which the Construction Loan Commitment of such Lender shall expire or be terminated). All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For purposes of calculating The Commitment Fees onlyFee due to each Lender shall commence to accrue on the date hereof and shall cease to accrue on the date on which the Backstop LC Commitment, no portion of the Revolving Credit Commitments Commitment or the Construction Loan Commitment, as applicable, of such Lender shall expire or be deemed utilized terminated as a result of outstanding Swingline Loansprovided herein. (b) The Borrower agrees to pay to the Administrative Agent, for its own account, the an administrative fees set forth agency fee in the Fee Letter at amount of $75,000 per annum through the times Term Period Conversion Date and in $50,000 per annum from the amounts specified therein Term Period Conversion Date (as adjusted, the “Administrative Agent FeesFee”), which Administrative Agent Fee shall be adjusted upward by 10% cumulatively on each fifth (5th), tenth (10th), fifteenth (15th), twentieth (20th) and twenty-fifth (25th) anniversary of the Term Period Commencement Period (and every five years thereafter until the Loans have been repaid in full and the Commitments have been terminated). The Administrative Agent Fee shall be payable on the Closing Date and on each anniversary of the Closing Date. The Administrative Agent Fee shall not be pro-rated for part of a year and shall be deemed to be earned in full as of the first day of each annual pay period therefor, except that the Administrative Agent Fee shall be pro-rated if the Administrative Agent is removed or resigns in accordance with the terms hereof for the applicable year in which such removal or resignation occurs. (c) The Borrower agrees to pay to the Collateral Agent (including its agents and counsels), for its own account, the fees in the amounts and at the times from time to time agreed to in writing by the Borrower (or any Affiliate) and the Collateral Agent (the “Collateral Agent Fees”). (d) The Borrower agrees to pay: (i) to each Backstop LC Lender, through the Administrative Agent, on the last Business Day of March, June, September and December of each year, commencing on June 30, 2007, and on the date on which the Backstop LC Commitment of such Lender shall be terminated as provided herein (each, a “Backstop LC Fee Payment Date”) a fee (a “Backstop LC Participation Fee”) calculated on such Lender’s Pro Rata Percentage of the daily aggregate Backstop LC Credit Exposure (excluding the portion thereof attributable to unreimbursed Backstop LC Disbursements which are earning interim interest pursuant to Section 2.22(h)) during the immediately preceding quarter (or shorter period commencing with the date hereof or ending with the Backstop LC Maturity Date or the date on which the Backstop Letters of Credit have been canceled or have expired and the Backstop LC Commitments of all Backstop LC Lenders shall have been terminated) at a rate per annum equal to (A) from and after the Closing Date to and including the first (1st) anniversary of the Closing Date, 0.18% per annum, (b) after the first (1st) anniversary of the Closing Date to and including the second (2nd) anniversary of the Closing Date, 0.35% per annum, (c) after the second (2nd) anniversary of the Closing Date to and including the third (3rd) anniversary of the Closing Date, 0.475% per annum, (d) after the third (3rd) anniversary of the Closing Date to and including the fourth (4th) anniversary of the Closing Date, 0.60% per annum and (e) thereafter, 0.725% per annum (ii) to each Revolving Credit Lender, through the Administrative Agent, on the last Business Day of March, June, September and December of each year, commencing September 28on June 30, 2007 2007, and on the date on which the Revolving Credit Commitment of such Lender shall be terminated as provided hereinherein (each, a “Revolving L/C Fee Payment Date”) a fee (an a “Revolving L/C Participation Fee”) calculated on such Lender’s Pro Rata Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed Revolving L/C DisbursementsDisbursements which are earning interim interest pursuant to Section 2.22(h)) during the immediately preceding quarter (or shorter period commencing with the date hereof or ending with the Revolving Credit Maturity Date or the date on which all Revolving Letters of Credit have been canceled or have expired and the Revolving Credit Commitments of all Revolving Credit Lenders shall have been terminated) at a rate per annum equal to the Applicable Percentage from time to time used to determine Margin described in clause (b) of the interest rate on Revolving Credit Borrowings comprised of Eurodollar Loans pursuant to Section 2.06, and definition thereof; and (iiiii) to the Issuing Bank with respect to each outstanding Backstop Letter of Credit issued for the standard fronting, issuance and drawing fees specified from time to time by account of (or at the Issuing Bank request of) the Borrower a fronting fee (the “Issuing Bank FeesFee”). All , which fee shall: (A) from and after the first anniversary of the Closing Date, accrue at the rate of 0.125% per annum or such other lower rate as shall be separately agreed upon between the Borrower and the Issuing Bank, on the drawable amount of such Backstop Letter of Credit; and (B) be payable quarterly in arrears on each Backstop L/C Participation Fees Fee Payment Date to occur from and Issuing Bank Fees after the first anniversary of the Closing Date. All fees under this clause (d) shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (de) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees Fee shall be paid directly to the Issuing Bank. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to each Revolving Credit Lender (other than any Defaulting Lender), through the Administrative Agent, on 10 Business Days after the last Business Day of March, June, September and December in each year, commencing September 28, 2007 and on each three Business Days after the date on which any the Revolving Credit Commitment Facility Commitments of such Lender all the Lenders shall expire or be terminated as provided herein, a commitment fee (a “"Commitment Fee”") equal to 0.50% per annum on the daily unused amount of the Revolving Credit Available Unused Commitment of such Lender during the preceding quarter (or other period commencing with the date hereof Closing Date or ending with the Revolving Credit Maturity Date or the date on which the Revolving Credit last of the Commitments of such Lender shall expire or be terminated)) at the Commitment Fee Rate. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For purposes the purpose of calculating any Lender's Commitment Fees onlyFee, no portion the outstanding Swingline Loans during the period for which such Lender's Commitment Fee is calculated shall reduce the amount of the Revolving Credit Available Unused Commitment on a dollar for dollar basis. The Commitment Fee due to each Lender shall commence to accrue on the Closing Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be deemed utilized terminated as a result of outstanding Swingline Loansprovided herein. (b) The Borrower agrees from time to pay to the Administrative Agent, for its own account, the administrative fees set forth in the Fee Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”). (c) The Borrower time agrees to pay (i) to each Revolving Credit Facility Lender (other than any Defaulting Lender), through the Administrative Agent, on 10 Business Days after the last Business Day day of March, June, September and December of each year, commencing September 28, 2007 year and on three Business Days after the date on which the Revolving Credit Commitment Facility Commitments of such Lender all the Lenders shall be terminated as provided herein, a fee (an “"L/C Participation Fee”") calculated on such Lender’s Pro Rata 's Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) ), during the preceding quarter (or shorter period commencing with the date hereof Closing Date or ending with the Revolving Credit Facility Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Facility Commitments of all Lenders shall have been be terminated) at a the rate per annum equal to the Applicable Percentage from time to time used to determine the interest rate on Margin for Eurocurrency Revolving Credit Borrowings comprised of Eurodollar Loans pursuant to Section 2.06, effective for each day in such period and (ii) to each Issuing Bank, for its own account, (x) 10 Business Days after the Issuing Bank with last day of March, June, September and December of each year and three Business Days after the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fronting fee in respect to of each Letter of Credit the standard fronting, issuance and drawing fees specified from time to time issued by the such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 1/4 of 1% per annum of the daily average stated amount of such Letter of Credit), plus (y) in connection with the “issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank's customary documentary and processing charges (collectively, "Issuing Bank Fees”"). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the agency fees set forth in the Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the "Administrative Agent Fees"). (d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the applicable Issuing BankBanks. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to each Revolving Credit Lender, through the Administrative Agent, on the last Business Day of March, June, September and December in each year, commencing September 28, 2007 year and on each the date on which any Revolving Credit Commitment the last of the Commitments of such Lender shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to 0.50% the Applicable Percentage per annum on the daily unused amount of the Revolving Credit Commitment of such Lender during the preceding quarter (or other period commencing with the date hereof or ending with the Revolving Credit Maturity Date or the date on which the Revolving Credit last of the Commitments of such Lender shall expire or be terminated). All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. The Commitment Fee due to each Lender shall commence to accrue on the date hereof and shall cease to accrue on the date on which the last of the Commitments of such Lender shall expire or be terminated as provided herein. For purposes of calculating Commitment Fees only, no portion of the Revolving Credit Commitments shall be deemed utilized as a result by virtue of outstanding any Swingline LoansLoan being outstanding. (b) The Borrower agrees to pay to the Administrative Agent, for its own account, the administrative fees set forth in the Fee Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”). (c) The Borrower agrees to pay (i) to each Revolving Credit Lender, through the Administrative Agent, on the last Business Day of March, June, September and December of each year, commencing September 28, 2007 year and on the date on which the Revolving Credit Commitment of such Lender shall be terminated as provided herein, a fee (an “L/C Participation Fee”) calculated on such Lender’s Pro Rata Percentage of the daily aggregate L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) during the preceding quarter (or shorter period commencing with the date hereof or ending with the Revolving Credit Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Commitments of all Lenders shall have been terminated) at a rate per annum equal to the Applicable Percentage from time to time used to determine the interest rate on Revolving Credit Borrowings comprised of Eurodollar Revolving Loans pursuant to Section 2.06, 2.08 and (ii) to the each Issuing Bank with respect to each Letter of Credit issued thereby (A) on the standard frontinglast Business Day of March, issuance June, September and December of each year and on the date on which all Letters of Credit issued by such Issuing Bank have been canceled or have expired, a fronting fee equal to a percentage per annum (as shall be agreed upon by the Borrower and such Issuing Bank) of the average daily aggregate face amount, during the preceding quarter (or shorter period, as provided above), of all outstanding Letters of Credit issued by such Issuing Bank (the “Fronting Fee”) and (B) the standard, issuance, drawing and amendment fees specified from time to time by the such Issuing Bank (together with the Fronting Fee, the “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fronting Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the applicable Issuing BankBanks. Once paid, none of the Fees shall be refundable under any circumstances; provided, however, that the foregoing shall in no event constitute a waiver of or otherwise affect any claims the Borrower may have against any other party to this Agreement.

Fees. (a) The Borrower agrees to pay to each Revolving Credit Lender, through the Administrative Agent, on the last Business Day of March, June, September U.S. Borrowers jointly and December in each year, commencing September 28, 2007 and on each date on which any Revolving Credit Commitment of such Lender shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to 0.50% per annum on the daily unused amount of the Revolving Credit Commitment of such Lender during the preceding quarter (or other period commencing with the date hereof or ending with the Revolving Credit Maturity Date or the date on which the Revolving Credit Commitments of such Lender shall expire or be terminated). All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For purposes of calculating Commitment Fees only, no portion of the Revolving Credit Commitments shall be deemed utilized as a result of outstanding Swingline Loans. (b) The Borrower agrees severally agree to pay to the Administrative Agent, Agent for its own account, the administrative fees set forth in the Fee Letter at the times and in the amounts specified therein distribution to each Non-Defaulting Lender a commitment commission (the “Administrative Agent FeesCommitment Commission”). ) for the period from and including the Effective Date to but excluding the Final Maturity Date (cor such earlier date on which the Total Revolving Loan Commitment has been terminated) The Borrower agrees computed at a rate per annum equal to pay (i) the Commitment Commission Percentage of the Unutilized Revolving Loan Commitment of such Non-Defaulting Lender as in effect from time to time. Accrued Commitment Commission shall be due and payable quarterly in arrears on each Revolving Credit Lender, through the Administrative Agent, on the last Business Day of March, June, September and December of each year, commencing September 28, 2007 Quarterly Payment Date and on the date on upon which the Total Revolving Loan Commitment is terminated. (i) Each U.S. Borrower, in the case of the Letters of Credit Commitment issued for the account of such a U.S. Borrower, hereby jointly and severally agrees, and (ii) each Dutch Borrower, in the case of the Letters of Credit issued for the account of a Dutch Borrower, hereby jointly and severally agrees, in each case, to pay to the Administrative Agent for distribution to each Lender shall be terminated as provided herein, a fee (an “L/C Participation Fee”) calculated based on each such Lender’s Pro Rata Percentage respective RL Percentage) a fee in respect of each Letter of Credit issued for the daily aggregate L/C Exposure account of such U.S. Borrower or such Dutch Borrower, as applicable (excluding the portion thereof attributable to unreimbursed L/C Disbursements) during “Letter of Credit Fee”), for the preceding quarter (or shorter period commencing with from and including the date hereof or ending with the Revolving of issuance of such Letter of Credit Maturity Date or to and including the date on which all Letters of Credit have been canceled termination or have expired and the Revolving Credit Commitments expiration of all Lenders shall have been terminated) such Letter of Credit, computed at a rate per annum equal to the Applicable Percentage Margin as in effect from time to time used during such period with respect to determine Revolving Loans that are maintained as LIBOR Loans (whether or not any such Revolving Loans are outstanding at such time) on the interest rate daily Stated Amount of each such Letter of Credit. Accrued Letter of Credit Fees shall be due and payable quarterly in arrears on each Quarterly Payment Date and on the first day on or after the termination of the Total Revolving Loan Commitment upon which no Letters of Credit Borrowings comprised remain outstanding. (i) Each U.S. Borrower, in the case of Eurodollar Loans pursuant to Section 2.06the Letters of Credit issued for the account of a U.S. Borrower, hereby jointly and severally agrees, and (ii) each Dutch Borrower, in the case of the Letters of Credit issued for the account of a Dutch Borrower, hereby jointly and severally agrees, in each case, to the pay to each Issuing Bank with Lender, for its own account, a facing fee in respect to of each Letter of Credit issued by such Issuing Lender for the standard frontingaccount of the applicable Borrower (the “Facing Fee”) for the period from and including the date of issuance of such Letter of Credit to and including the date of termination or expiration of such Letter of Credit, computed at a rate per annum equal to 1/8 of 1% on the daily Stated Amount of such Letter of Credit (but in no event less than $500 per annum for each Letter of Credit). Accrued Facing Fees shall be due and payable quarterly in arrears on each Quarterly Payment Date and upon the first day on or after the termination of the Total Revolving Loan Commitment, upon which no Letters of Credit remain outstanding. (i) Each U.S. Borrower, in the case of the Letters of Credit issued for the account of a U.S. Borrower, hereby jointly and severally agrees, and (ii) each Dutch Borrower, in the case of the Letters of Credit issued for the account of a Dutch Borrower, hereby jointly and severally agrees, in each case, to pay to each Issuing Lender, for its own account, upon each payment under, issuance of, or amendment to, any Letter of Credit issued by it for the account of such U.S. Borrower or such Dutch Borrower, as applicable, such amount as shall at the time of such event be the administrative charge and drawing the reasonable expenses which such Issuing Lender is generally imposing in connection with such occurrence with respect to letters of credit. (e) The applicable Borrowers agree to pay to each Agent such fees specified as may have been, or are hereafter, agreed to in writing from time to time by the Issuing Bank (the “Issuing Bank Fees”). All L/C Participation Fees Company or any of its Subsidiaries and Issuing Bank Fees shall be computed such Agent on the basis of the actual number of days elapsed in a year of 360 days. (d) All Fees shall be paid on the dates due, in immediately available funds, and to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the Issuing Bank. Once paid, none of the Fees shall be refundable under any circumstancesextent set forth therein.

Fees. (a) The Borrower agrees to pay to each Revolving Credit Lender, through the Administrative Agent, on the last Business Day of March, June, September and December in each year, commencing September 28, 2007 and on each the date on which any the Revolving Credit Commitment of such Lender shall expire or be terminated as provided herein, a commitment facility fee (a “Commitment Facility Fee”) equal to 0.50% the Applicable Percentage per annum in effect from time to time on the daily unused amount of the Revolving Credit Commitment of such Lender (whether used or unused) during the preceding quarter (or other shorter period commencing with the date hereof or ending with the Revolving Credit Maturity Date or the date on which the Revolving Credit Commitments Commitment of such Lender shall expire or be terminated); provided that, if such Lender continues to have any Revolving Credit Exposure after its Revolving Credit Commitment terminates, then the Facility Fee shall continue to accrue (and be payable on demand) on the daily amount of such Lender’s Revolving Credit Exposure from and including the date on which its Revolving Credit Commitment terminates to and including the date on which such Lender ceases to have any Revolving Credit Exposure. All Commitment Facility Fees shall be computed on the basis of the actual number of days elapsed (including the first day but excluding the last day) in a year of 360 days. For purposes The Facility Fee due to each Lender shall commence to accrue on the date of calculating Commitment Fees only, no portion this Agreement and shall cease to accrue on the later of the date on which the Revolving Credit Commitments Commitment of such Lender shall expire or be deemed utilized terminated as a result of outstanding Swingline Loansprovided herein and such Lender shall have no Revolving Credit Exposure. (b) The Borrower agrees to pay to the Administrative Agent, for its own account, the administrative fees set forth separately agreed to in the Fee Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”)Letter. (c) The Borrower agrees to pay (i) to each Revolving Credit Lender, through the Administrative Agent, on the last Business Day of March, June, September and December of each year, commencing September 28, 2007 year and on the date on which the Revolving Credit Commitment of such Lender shall be terminated as provided herein, a fee (an “L/C Participation Fee”) at a rate per annum equal to the Applicable Percentage from time to time used to determine the interest rate on Revolving Credit Borrowings comprised of Eurodollar Loans pursuant to Section 2.07, calculated on such Lender’s Pro Rata Percentage of the daily aggregate L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) during the preceding quarter (or shorter period commencing with the date hereof or ending with the Revolving Credit Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Commitments Commitment of all Lenders such Lender shall expire or be terminated); provided that, if such Lender continues to have been terminated) at a rate per annum equal to the Applicable Percentage from time to time used to determine the interest rate on any L/C Exposure after its Revolving Credit Borrowings comprised Commitment terminates, then the L/C Participation Fee shall continue to accrue (and be payable on demand) on such Lender’s Pro Rata Percentage of Eurodollar Loans pursuant the daily aggregate L/C Exposure from and including the date on which its Revolving Credit Commitment terminates to Section 2.06, and including the date on which such Lender ceases to have any L/C Exposure) and (ii) to the Issuing Bank with respect to each Letter of Credit, on the last Business Day of March, June, September, and December of each year and on the date on which the L/C Commitment of the Issuing Bank shall be terminated as provided herein (or later date on which all the Letters of Credit issued by such Issuing Bank shall have been terminated or expired), (x) a fronting fee equal to 0.125% per annum on the aggregate outstanding face amount of such Letter of Credit and (y) the standard fronting, issuance and drawing fees specified from time to time by the Issuing Bank (the “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees shall be computed on the basis of the actual number of days elapsed (including the first day but excluding the last day) in a year of 360 days. (d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the Issuing Bank. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to each Revolving Credit Lender, through Commencing with the Administrative Agent, on first such day after the last Business Day of March, June, September and December in each year, commencing September 28, 2007 and on each Closing Date (or such later date on which any Revolving Credit Commitment of such Revolver Lender becomes a Revolver Lender), the Borrower shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to 0.50% per annum on the daily unused amount of the Revolving Credit Commitment of such Lender during the preceding quarter (or other period commencing with the date hereof or ending with the Revolving Credit Maturity Date or the date on which the Revolving Credit Commitments of such Lender shall expire or be terminated). All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For purposes of calculating Commitment Fees only, no portion of the Revolving Credit Commitments shall be deemed utilized as a result of outstanding Swingline Loans. (b) The Borrower agrees to pay to the Administrative Agent, for its own accountthe account of each Revolver Lender, on the last day of each calendar quarter of each year prior to the Termination Date, and then on the Termination Date (or other date on which the Revolver Commitments shall terminate) with respect to such Revolver Lender, the administrative fees set forth in the Fee Letter at the times and in the amounts specified therein (sum of the “Unused Revolver Commitment Fees” for each day during the applicable period. The Unused Revolver Commitment Fee shall be computed with respect to each day during the applicable period by multiplying the unused portion of the Revolver Commitments on such day by: (x) 1.00%, if the used portion of the Revolver Commitments (after giving effect to borrowings, repayments and commitment reductions on such day) is less than or equal to 25% of the aggregate of such Revolver Commitments; and (y) 0.375%, if the used portion of the Revolver Commitments (after giving effect to borrowings, repayments and commitment reductions on such day) is more than 25% of the aggregate of such Revolver Commitments. (b) Commencing with the first such day after the Closing Date (or such later date on which such Multicurrency Lender becomes a Multicurrency Lender), the Borrower shall pay to the Administrative Agent Agent, for the account of each Multicurrency Lender, on the last day of each calendar quarter of each year prior to the Termination Date, and then on the Termination Date (or other date on which the Multicurrency Commitment shall terminate) with respect to such Multicurrency Lender, the sum of the “Unused Multicurrency Commitment Fees”)” for each day during the applicable period. The Unused Multicurrency Commitment Fee shall be computed with respect to each day during the applicable period by multiplying the unused portion of the Multicurrency Commitments on such day by: (x) 1.00%, if the used portion of the Multicurrency Commitments (after giving effect to borrowings, repayments and commitment reductions on such day) is less than or equal to 25% of the aggregate of such Multicurrency Commitments; and (y) 0.375%, if the used portion of the Multicurrency Commitments (after giving effect to borrowings, repayments and commitment reductions on such day) is more than 25% of the aggregate of such Multicurrency Commitments. (c) Unused commitment fees shall be determined quarterly in arrears and shall be payable on each Quarterly Payment Date and on the Termination Date; provided that should any Class or Classes of the Commitments be terminated at any time prior to the Termination Date for any reason, the entire accrued and unpaid fee applicable to such Class or Classes of Commitments shall be calculated and paid on the date of such termination. Any such unused commitment fee for the first quarter following the Closing Date shall be prorated according to the number of days this Agreement was in effect during such quarter. (d) The Borrower agrees to shall pay (i) to each Revolving Credit Lender, through the Administrative Agent, on for the last Business Day of March, June, September account and December of each year, commencing September 28, 2007 and on the date on which the Revolving Credit Commitment of such Lender shall be terminated as provided herein, a fee (an “L/C Participation Fee”) calculated on such Lender’s Pro Rata Percentage sole benefit of the daily aggregate L/C Exposure (excluding Administrative Agent, such fees and other amounts at such times as set forth in the portion thereof attributable to unreimbursed L/C Disbursements) during the preceding quarter (or shorter period commencing with the date hereof or ending with the Revolving Credit Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Commitments of all Lenders shall have been terminated) at a rate per annum equal to the Applicable Percentage from time to time used to determine the interest rate on Revolving Credit Borrowings comprised of Eurodollar Loans pursuant to Section 2.06Joint Lead Arranger’s Letter Agreement, and (ii) to BB&T Capital Markets, for the Issuing Bank with respect account of and sole benefit of BB&T Capital Markets, such fees and other amounts as set forth in the Joint Lead Arranger’s Letter Agreement, (iii) to each ING Capital LLC, for the account of and sole benefit of ING Capital LLC, such fees and other amounts as set forth in the Joint Lead Arranger’s Letter of Credit the standard fronting, issuance Agreement and drawing (iv) such fees specified from time to time by the Issuing Bank (the “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees shall be computed on the basis of the actual number of days elapsed other amounts at such times as set forth in a year of 360 days. (d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the Issuing Bank. Once paid, none of the Fees shall be refundable under any circumstances’ Letter Agreement.

Fees. (a) The Borrower agrees to pay to each Revolving Credit Lender (which is not a Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and 1003651351v23 December in each year, commencing September 28, 2007 year and on each date on which any Revolving Credit Commitment of such Lender shall expire or be terminated as provided herein, a commitment facility fee (a “Commitment Facility Fee”) for the period from and including the first day of the applicable Revolving Commitment Period to the applicable Maturity Date equal to 0.50% per annum on the daily unused amount of the Revolving Credit Commitment of such Lender during the preceding quarter (or other period commencing with the date hereof first day of the applicable Revolving Commitment Period or ending with the Revolving Credit applicable Maturity Date or the date on which the Revolving Credit Commitments of such Lender shall expire or be terminated). All Commitment Facility Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For purposes of calculating Commitment Fees only, no portion of the Revolving Credit Commitments shall be deemed utilized as a result of outstanding Swingline Loans. (b) The Borrower agrees to pay to the Administrative Agent, for its own account, the administrative fees set forth in clause (x) of the Fee second to last paragraph of Section 5 of the Engagement Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”). (c) The Borrower agrees to pay (i) to each Revolving Credit Lender (which is not a Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December of each year, commencing September 28, 2007 year and on the date on which the Revolving Credit Commitment of such Lender shall be terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) calculated on such Lender’s Pro Rata Revolving Commitment Percentage of the Dollar Equivalent of the daily aggregate L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) during the preceding quarter (or shorter period commencing with the date hereof first day of the applicable Revolving Commitment Period or ending with the Revolving Credit applicable Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Commitments of all Lenders shall have been terminated) at a rate per annum equal to the Applicable Percentage Margin from time to time used to determine the interest rate on Revolving Credit Borrowings comprised of Eurodollar Loans pursuant to Section 2.06, and (ii) to the Issuing Bank with respect to each Letter of Credit issued by the Issuing Bank the standard fronting, issuance and drawing fees specified from time in an amount equal to time by the Issuing Bank 0.125% per annum (the “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the Issuing Bank. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to each Revolving Credit Lender, through the Administrative Agent, on the last Business Day of March, June, September and December in each year, commencing September 28, 2007 year and on each date on which any the Revolving Credit Commitment of such Lender shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to 0.50% the Applicable Percentage per annum in effect from time to time on the daily unused amount of the Revolving Credit Commitment Commitments of such Lender during the preceding quarter (or other period commencing with the date hereof or ending with the Revolving Credit Maturity Date or the date on which the Revolving Credit Commitments Commitment of such Lender shall expire or be terminated). All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. The Commitment Fee due to each Lender commenced to accrue on the Closing Date and shall cease to accrue on the date on which the Revolving Credit Commitment of such Lender shall expire or be terminated as provided herein. For purposes of calculating Commitment Fees only, no portion of the Revolving Credit Commitments of any Lender other than the Swingline Lender shall be deemed utilized under Section 2.17 as a result of outstanding Swingline Loans. (b) The Borrower agrees to pay to the Administrative Agent, for its own account, the administrative administration fees set forth in the Fee Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”). (c) The Borrower agrees to pay (i) to each Revolving Credit Lender, through the Administrative Agent, on the last Business Day of March, June, September and December of each year, commencing September 28, 2007 year and on the date on which the Revolving Credit Commitment of such Lender shall be terminated as provided herein, a fee (an “L/C Participation Fee”) calculated on such Lender’s Revolving Facility Pro Rata Percentage of the daily aggregate RF L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C DisbursementsDisbursements in respect of RF Letters of Credit) during the preceding quarter (or shorter period commencing with the date hereof or ending with the Revolving Credit Maturity Date or the date on which all RF Letters of Credit have been canceled or have expired and the Revolving Credit Commitments of all Lenders shall have been terminated) at a rate per annum equal to the Applicable Percentage from time to time used to determine the interest rate on Revolving Credit Borrowings comprised of Eurodollar Loans pursuant to Section 2.06, (ii) to each UF Lender, through the Administrative Agent, on the last Business Day of March, June, September and December of each year and on the date on which the UF L/C Commitment of such Lender shall be terminated as provided herein, a fee (a “UF L/C Commitment Fee”) calculated on such Lender’s UF Pro Rata Percentage of the daily aggregate UF L/C Commitments (whether used or unused but excluding, in any case, the amount thereof represented by outstanding UF L/C Loans) during the preceding quarter (or shorter period ending with the Revolving Credit Maturity Date or the date on which all UF Letters of Credit have been canceled or have expired and the UF L/C Commitment of such UF Lender shall have been terminated) at a rate per annum equal to the Applicable Percentage from time to time used to determine the interest rate on Revolving Credit Borrowings comprised of Eurodollar Loans pursuant to Section 2.06 (provided that, if any UF Lender continues to have any UF L/C Exposure after its UF L/C Commitment terminates, then the UF L/C Commitment Fee shall continue to accrue (and be payable on demand) on the amount of such UF Lender’s UF L/C Exposure from and including the date on which its UF L/C Commitment terminates to and including the date on which such UF Lender ceases to have any UF L/C Exposure), (iii) to each PF Lender, through the Administrative Agent, on each Interest Payment Date with respect to the Credit-Linked Deposits and on the date on which any Credit-Linked Deposit is terminated and the funds therein returned to such Lenders, a fee (a “PF L/C Commitment Fee”) calculated on such Lender’s PF Pro Rata Percentage of the amounts on deposit in the Credit-Linked Deposit Account during the Interest Period ending on such Interest Payment Date at a rate per annum equal to the sum of the Applicable Percentage from time to time used to determine the interest rate on Term Borrowings comprised of Eurodollar Loans pursuant to Section 2.06 plus the Credit-Linked Deposit Cost Amount for such period, and (iiiv) to the Issuing Bank with respect to each Letter of Credit, on each anniversary of the Closing Date and on the date on which the L/C Commitment of the Issuing Bank shall be terminated as provided herein (or later date on which all the Letters of Credit issued by such Issuing Bank shall have been terminated or expired), the standard frontingfronting (in the case of UF Letters of Credit, equal to 0.25% per annum on the aggregate outstanding face amount of such UF Letters of Credit), issuance and drawing fees specified from time to time by the Issuing Bank (the “Issuing Bank Fees”). All L/C Participation Fees, UF L/C Commitment Fees, PF L/C Commitment Fees and Issuing Bank Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the avoidance of doubt, if amounts on deposit in the Credit-Linked Deposit Account are used to reimburse the Issuing Bank during any period as contemplated by Section 2.02(h), then the PF L/C Commitment Fee in respect of such Interest Period will be payable only with respect to the amounts actually on deposit in the Credit-Linked Deposit Account during such Interest Period. From and including the date of the deemed PF L/C Loan, such PF L/C Loan shall bear interest as provided in Section 2.06 or 2.07, as the case may be, and the Borrower shall be responsible to the Administrative Agent for any costs arising as a result thereof under Section 2.16. (d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the Issuing Bank. Accrued and unpaid Commitment Fees, UF L/C Commitment Fees, L/C Participation Fees and Issuing Bank Fees for all periods occurring prior to the Restatement Date shall be payable on the first dates for payment of such Fees occurring after the Restatement Date, unless required to be paid earlier pursuant to the terms of this Agreement. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower agrees to pay to each Revolving Credit Lender (other than any Defaulting Lender), through the Administrative Agent, on the date that is three Business Days after the last Business Day day of March, June, September and December in each year, commencing September 28, 2007 year and on each the date on which any the Revolving Credit Commitment Facility Commitments of such Lender all the Lenders shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to 0.50% per annum on the daily unused amount of the Revolving Credit applicable Available Unused Commitment of such Lender during the preceding quarter (or other period commencing with the date hereof Closing Date or ending with the Revolving Credit Maturity Date or the date on which the Revolving Credit last of the Commitments of such Lender shall expire or be terminated)) at a rate equal to the Applicable Commitment Fee accrued up to the last Business Day of each March, June, September and December. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For purposes of calculating The Commitment Fees only, no portion Fee due to each Lender shall commence to accrue on the Closing Date and shall cease to accrue on the date on which the last of the Revolving Credit Commitments of such Lender shall be deemed utilized terminated as a result of outstanding Swingline Loansprovided herein. (b) The Borrower agrees from time to pay to the Administrative Agent, for its own account, the administrative fees set forth in the Fee Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”). (c) The Borrower time agrees to pay (i) to each Revolving Credit Facility Lender of each Class (other than any Defaulting Lender), through the Administrative Agent, on the date that is three Business Days after the last Business Day day of March, June, September and December of each year, commencing September 28, 2007 year and on the date on which the Revolving Credit Commitment Facility Commitments of such Lender all the Lenders shall be terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) calculated on such LenderXxxxxx’s Pro Rata Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or shorter period commencing with the date hereof Closing Date or ending with the Revolving Credit Facility Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Facility Commitments of all Lenders such Class shall have been be terminated) at a the rate per annum equal to the Applicable Percentage from time Margin for SOFR Borrowings of such Class under the Revolving Facility effective for each day in such period accrued up to time used to determine the interest rate on Revolving Credit Borrowings comprised last Business Day of Eurodollar Loans pursuant to Section 2.06each March, June, September and December, and (ii) to each Issuing Bank, for its own account (x) on the Issuing Bank with date that is three Business Days after the last day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated, a fronting fee in respect to of each Letter of Credit the standard fronting, issuance and drawing fees specified from time to time issued by the such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 1/8 of 1.00% per annum of the Dollar Equivalent of the daily stated amount of such Letter of Credit, plus (y) in connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank’s customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (dc) All Fees shall be paid on the dates due, in immediately available funds, The Borrower agrees to pay to the Administrative Agent Agent, for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the Issuing Bank. Once paid, none account of the Fees shall be refundable under any circumstancesAdministrative Agent, an administration fee in an amount and at times as separately agreed between the Borrower and the Administrative Agent (the “Administrative Agent Fees”).

Fees. (a) The Borrower agrees to pay to each Revolving Credit Lender, through the Administrative Agent, on the last Business Day of March, June, September and December in each year, commencing September 28, 2007 year and on each date on which any Revolving Credit Commitment of such Lender shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to (i) 0.50% per annum on the daily unused amount of the Revolving A Credit Commitment and (ii) 0.75% per annum on the daily unused amount of the Revolving B Credit Commitment of such Lender during the preceding quarter (or other period commencing with the date hereof Restatement Date or ending with the applicable Revolving Credit Maturity Date or the date on which the Revolving Credit Commitments of such Lender shall expire or be terminated, as applicable). All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For purposes of calculating Commitment Fees only, no portion of the Revolving Credit Commitments shall be deemed utilized as a result of outstanding Swingline Loans. (b) The Borrower agrees to pay to the Administrative Agent, for its own account, the administrative fees set forth in the Fee Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”). (c) The Borrower agrees to pay (i) to each Revolving Credit Lender, through the Administrative Agent, on the last Business Day of March, June, September and December of each year, commencing September 28, 2007 year and on the date on which the Revolving Credit Commitment of such Lender shall be terminated as provided herein, a fee (an “L/C Participation Fee”) calculated on such Lender’s Pro Rata Percentage of the daily aggregate L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) during the preceding quarter (or shorter period commencing with the date hereof Restatement Date or ending with the applicable Revolving Credit Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the applicable Revolving Credit Commitments of all applicable Lenders shall have been terminated) at a rate per annum equal to the Applicable Percentage from time to time used to determine the interest rate on Revolving Credit Borrowings comprised of Eurodollar Loans pursuant to Section 2.06, and (ii) to the Issuing Bank on the last Business Day of March, June, September and December of each year, with respect to each Letter of Credit, a fronting fee equal to 0.25% per annum on the outstanding face amount of the Letter of Credit issued, together with the standard fronting, issuance and drawing fees specified from time to time by the Issuing Bank (the “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the avoidance of doubt, the L/C Participation Fees payable to the Revolving A Lenders shall be based on the Applicable Percentage for Eurocurrency Revolving A Loans, and the L/C Participation Fees payable to the Revolving B Lenders shall be based on the Applicable Percentage for Eurocurrency Revolving B Loans. (d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the Issuing Bank. Once paid, none of the Fees shall be refundable under any circumstances.

Fees. (a) The Borrower Company agrees to pay to each Revolving Credit Lender, through the Administrative Agent, on the last Business Day of Marcheach March 31, JuneJune 30, September 30 and December in each year31 (with the first payment being due on September 30, commencing September 28, 2007 2010) and on each date on which any Revolving Credit the Commitment of such Lender shall expire or be terminated as provided hereinherein (and any subsequent date on which such Lender shall cease to have any Revolving Credit Exposure or L/C Exposure), a commitment facility fee (a “Commitment Facility Fee”) ), at a rate per annum equal to 0.50% per annum the Applicable Percentage from time to time in effect, on the daily unused amount of the Revolving Credit Commitment of such Lender Lender, whether used or unused, during the preceding quarter (or other period commencing with on the date hereof hereof, or ending with the Revolving Credit Maturity Date or the any date on which the Revolving Credit Commitments Commitment of such Lender shall expire or be terminated)) or, if such Lender continues to have any Revolving Credit Exposure or L/C Exposure after its Commitment terminates, on the daily amount of such Lender’s Revolving Credit Exposure and L/C Exposure. All Commitment Facility Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 365 or 366 days, as the case may be. For purposes of calculating Commitment Fees onlyThe Facility Fee due to each Lender shall commence to accrue on the date hereof, no portion and shall cease to accrue on the earlier of the Revolving Credit Commitments shall be deemed utilized Maturity Date and the termination of the Commitment of such Lender as a result of outstanding Swingline Loansprovided herein. (b) The Borrower Company agrees to pay to the Administrative Agent, for its own account, the administrative and other fees set forth in separately agreed to by the Fee Letter at Company and the times and in the amounts specified therein Administrative Agent (the “Administrative Agent Fees”). (c) The Borrower Company agrees to pay (i) to each Revolving Credit Lender, through the Administrative Agent, on the last Business Day of Marcheach March 31, JuneJune 30, September 30 and December of each year, commencing September 28, 2007 31 and on the date on which the Revolving Credit Commitment of such Lender shall be terminated as provided herein, a fee (an “L/C Participation Fee”) calculated on such Lender’s Pro Rata Percentage of the average daily aggregate L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C DisbursementsDisbursements of such Lender) during the preceding quarter (or shorter period commencing with the date hereof Effective Date or ending with the Revolving Credit later of (A) the Maturity Date or the date on which all Letters the Commitment of Credit such Lender shall be terminated and (B) the date on which such Lender shall cease to have been canceled or have expired and the Revolving Credit Commitments of all Lenders shall have been terminatedany L/C Exposure) at a rate per annum equal to the Applicable Percentage from time to time used to determine the interest rate on Revolving Credit Borrowings comprised of Eurodollar Loans pursuant to Section 2.06time, and (ii) to the each Issuing Bank with respect to each Letter of Credit issued by it the standard fronting, issuance and drawing fees specified from time to time agreed upon by the Company and such Issuing Bank in the applicable Issuing Bank Agreement plus, in connection with the issuance, amendment or transfer of any Letter of Credit or any L/C Disbursement, such Issuing Bank’s customary documentary and processing charges (collectively, the “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. Notwithstanding the foregoing, in the case of any Letter of Credit that will expire later than the first anniversary of the issuance, amendment, renewal or extension thereof, the L/C Participation Fee and Issuing Bank Fees shall be increased by an amount to be agreed upon prior to such issuance, amendment, renewal or extension by the applicable Borrower, the applicable Issuing Bank and the Required Lenders. (d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, Lenders except that the Issuing Bank Fees shall be paid directly to the applicable Issuing BankBanks and the Administrative Fees shall be paid pursuant to paragraph (b) above. Once paid, none of the Fees shall be refundable under any circumstancescircumstances in the absence of demonstrable error.

Fees. (a) The Borrower agrees to pay to each Revolving Credit Lender (other than any Defaulting Lender), through the Administrative Agent, on three Business Days after the last Business Day day of March, June, September and December in each year, commencing September 28, 2007 and on each three Business Days after the date on which any the Revolving Credit Commitment Facility Commitments of such Lender all the Lenders shall expire or be terminated as provided herein, a commitment fee (a “"Commitment Fee”") equal to 0.50% per annum on the daily unused amount of the Revolving Credit Available Unused Commitment of such Lender during the preceding quarter (or other period commencing with the date hereof Closing Date or ending with the Revolving Credit Maturity Date or the date on which the Revolving Credit last of the Commitments of such Lender shall expire or be terminated)) at a rate equal to 0.50% per annum. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For purposes the purpose of calculating any Lender's Commitment Fees onlyFee, no portion of the Revolving Credit Commitments outstanding Swingline Loans during the period for which such Lender's Commitment Fee is calculated shall be deemed utilized to be zero. The Commitment Fee due to each Lender shall commence to accrue on the Closing Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as a result of outstanding Swingline Loansprovided herein. (b) The Borrower agrees from time to pay to the Administrative Agent, for its own account, the administrative fees set forth in the Fee Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”). (c) The Borrower time agrees to pay (i) to each Revolving Credit Facility Lender (other than any Defaulting Lender), through the Administrative Agent, on three Business Days after the last Business Day day of March, June, September and December of each year, commencing September 28, 2007 year and on three Business Days after the date on which the Revolving Credit Commitment Facility Commitments of such Lender all the Lenders shall be terminated as provided herein, a fee (an “"L/C Participation Fee”") calculated on such Lender’s Pro Rata 's Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) ), during the preceding quarter (or shorter period commencing with the date hereof Closing Date or ending with the Revolving Credit Facility Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Facility Commitments of all Lenders shall have been be terminated) at a the rate per annum equal to the Applicable Percentage from time to time used to determine the interest rate on Margin for Eurocurrency Revolving Credit Borrowings comprised of Eurodollar Loans pursuant to Section 2.06, effective for each day in such period and (ii) to each Issuing Bank, for its own account, (x) three Business Days after the Issuing Bank with last day of March, June, September and December of each year and three Business Days after the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fronting fee in respect to of each Letter of Credit issued by such Issuing Bank for the standard frontingperiod from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, issuance and drawing fees specified from time computed at a rate equal to time by 1/4 of 1% per annum of the daily average stated amount of such Letter of Credit or as otherwise agreed with the Issuing Bank Bank), plus (y) in connection with the “issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank's customary documentary and processing charges (collectively, "Issuing Bank Fees”"). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (c) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the fees set forth in the Amended and Restated First Lien Facilities Administrative Agent Fee Letter dated as of the date hereof, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the "Administrative Agent Fees"). (d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the applicable Issuing BankBanks. Once paid, none of the Fees shall be refundable under any circumstances.